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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
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.)
28213 VAN DYKE AVENUE
WARREN, MICHIGAN 48093
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (586) 751-5600
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 PAR VALUE NASDAQ NATIONAL MARKET
-------------------
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. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No[ ]
The aggregate market value of the shares of common stock, $.001 par value
("Common Stock") held by non-affiliates of the registrant as of June 30, 2005
was approximately $174 million based upon the closing price for the Common Stock
on the NASDAQ on such date.
The number of shares of the registrant's Common Stock outstanding as of
March 1, 2005 was 9,299,450.
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 2005 Annual Meeting to be held June 24,
2005 (the "2005 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 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.
TABLE OF CONTENTS
PART I............................................................................................. 3
Item 1. Business........................................................................ 3
Item 2. Properties...................................................................... 13
Item 3. Legal Proceedings............................................................... 13
Item 4. Submission of Matters to a Vote of Security Holders............................. 13
PART II............................................................................................ 14
Item 5. Market for the Company's Common Equity and Related Stockholder Matters.......... 14
Item 6. Selected Financial Data......................................................... 14
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations...................................................................... 18
Item 7A. Quantitative and Qualitative Disclosures About Market Risk...................... 29
Item 8. Financial Statements and Supplementary Data..................................... 30
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure...................................................................... 68
Item 9A. Controls and Procedures......................................................... 68
Item 9B. Other Information............................................................... 69
PART III........................................................................................... 70
Item 10. Directors and Executive Officers of the Registrant.............................. 70
Item 11. Executive Compensation.......................................................... 70
Item 12. Security Ownership of Certain Beneficial Owners and Management.................. 70
Item 13. Certain Relationships and Related Transactions.................................. 70
Item 14. Principal Accountant's Fees and Services........................................ 71
PART IV............................................................................................ 72
Item 15. Exhibits and Financial Statement Schedules...................................... 72
SIGNATURES................................................................................ 75
2
PART I
ITEM 1. BUSINESS
GENERAL
Noble International, Ltd. ("Noble"), through its subsidiaries, is a
full-service provider of tailored laser welded blanks and tubes for the
automotive industry. Noble's laser-welded blanks are manufactured from two or
more blanks of varying thickness and sizes welded together utilizing automated
laser assemblies, and are used by original equipment manufacturers ("OEMs") or
their suppliers in automobile body components such as doors, fenders, body side
panels, and pillars.
Noble operates four locations in Michigan, Kentucky, Canada, and
Australia. In January 2005, Noble purchased a metal processing business in
Mexico. Executive offices are located at 28213 Van Dyke Ave, Warren, MI 48093,
tel. (586) 751-5600. Noble's common stock is traded on the NASDAQ National
Market under the symbol NOBL.
Noble's fiscal year is the calendar year. Thus any reference to a fiscal
year in this Report should be understood to mean the period from January 1 to
December 31 of that year.
HISTORY AND BUSINESS DEVELOPMENT
Noble International, Ltd. 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 over two dozen significant
acquisitions and divestitures (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").
In 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").
In 2000, the Company completed the sale of Noble Canada, Inc. ("Noble
Canada") including Tiercon (the "Tiercon Sale"). As part of the Tiercon Sale the
Company sold Vassar and NCT. The Tiercon Sale comprised all of the operating
companies classified as the Company's plastics and coatings division.
In 2000, the Company completed the acquisition of Noble Logistics
Services, Inc. ("NLS-TX"), (formerly known as DSI Holdings, Inc. ("DSI")). In
addition, in 2000, the Company completed the acquisition of Noble Logistic
Services, Inc. ("NLS-CA"), (formerly known as Assured Transportation & Delivery,
Inc. ("ATD") and its affiliate, Central Transportation & Delivery, Inc.
("CTD")).
In 2000, the Company completed the acquisition of Pro Motorcar Products,
Inc. ("PMP") and its affiliated distribution company, Pro Motorcar Distribution,
Inc. ("PMD").
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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 OEMs.
Contemporaneously with the SET Acquisition, the Company, through its
wholly-owned subsidiary Noble Manufacturing Group, Inc. ("NMG") (formerly known
as Noble Technologies, Inc.), sold all of the capital stock of NMPM and NMF to
SET for $27.2 million (the "SET Sale") in exchange for a note due June 14, 2001.
On June 28, 2001, SET completed bank financing of its purchase of NMF and NMPM
and repaid the $27.2 million note to the Company with $24.7 million in cash and
a $4.0 million, 12% subordinated note due in 2003. In addition, the Company
guaranteed $10.0 million of SET's senior debt. During the quarter ended
September 30, 2001, SET repurchased the Company's 49% interest for $3.0 million.
The Company received a $3.0 million, 12% subordinated note due in 2003. On April
1, 2002, the Company converted its $7.6 million note receivable, including
interest, from SET into preferred stock of SET. The preferred stock was
non-voting and was redeemable at the Company's option in 2007. The Company
agreed to convert the subordinated promissory note to preferred stock in order
to assist SET in obtaining capital without appreciably decreasing the Company's
repayment rights or jeopardize SET's minority status. Management believes that
continued support of SET furthers the joint strategic objectives of the two
companies. On August 1, 2003 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.
The $3.0 million guarantee expires in August 2005. The Company exchanged its
$7.6 million non-convertible, non-voting redeemable 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
Series A preferred stock is redeemable by SET at its option. In connection with
the transaction, the Company was issued 4% of the outstanding common stock of
SET. The excess of the estimated fair values of the preferred and common stock
received over the carrying value of the redeemable preferred stock has been
recorded on the Company's books as a component of other income in the 2003
statement of operations for approximately $0.3 million.
On June 8, 2001, the Company acquired a 51% interest in SCO Logistics,
Inc. ("SCOL"). SCOL is a provider of logistics management services to the bulk
chemical industry. On October 1, 2001 the Company sold its interest in SCOL to
the management of SCOL for $0.35 million.
On December 18, 2001, the Company, through its wholly owned subsidiary
NMG, purchased 81% of the outstanding capital stock of Noble Construction
Equipment, Inc. ("NCE") (formerly known as Construction Equipment Direct, Inc.
("CED")), for $0.35 million in cash and stock valued at $0.35 million along with
a call right to purchase the balance of the stock. On December 19, 2001, NCE
purchased certain assets and assumed certain liabilities of Eagle-Picher
Industries, Inc.'s construction equipment division for approximately $6.1
million in cash. On December 21, 2001, NMG exercised its call option and
acquired the balance of the stock of NCE.
On October 4, 2002, the Company completed a secondary offering of 925,000
shares of its $0.001 par value common stock. The net proceeds of $8.6 million
were used to reduce the Company's long-term debt.
On December 31, 2002, the Company, through its wholly-owned subsidiary
NMG, completed the sale of NCE for $14.0 million in cash. The transaction
resulted in a gain of $0.174 million, net of tax. The proceeds were used to
reduce the Company's long-term debt. The Company completed the transaction with
an entity in which the Company's Chairman and another officer have an interest.
An independent committee of the board of directors of the Company was
established to evaluate, negotiate, and complete the transaction. In addition,
an independent fairness opinion regarding the transaction was obtained.
4
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 short-term notes were repaid in full during the third
quarter of 2004. The two long-term notes bear an annual interest rate of 4.5%
and will be repaid in equal monthly installments. As of December 31, 2004 the
Company has received approximately $6.7 million in proceeds from the sale of the
logistics business in addition to the $2.0 million in cash received at closing.
As of December 31, 2004, the outstanding balance on the long-term notes was $2.4
million.
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, 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.
The Company made the decision to exit the distribution (Monroe, PMP, PMD
and Peco Manufacturing, Inc. "Peco") business in the fourth quarter of 2003 and
classified this operation as discontinued as of December 31, 2003. On January
28, 2004 the Company completed the sale of the distribution business to an
entity in which the Company's Chairman and another officer have an interest for
approximately $5.5 million in cash. An independent committee of the board of
directors of the Company was established to evaluate, negotiate and complete the
transaction. In addition, an independent fairness opinion regarding the
transaction was obtained.
On January 21, 2004, the Company completed the acquisition of Prototech
Laser Welding, Inc. ("LWI") for approximately $13.6 million in cash and the
assumption of approximately $0.7 million in subordinated debt and up to an
additional $1.0 million payable if certain new business is awarded to Noble
within the twenty-four month period following the acquisition. LWI, based in
Clinton Township, Michigan, was a supplier of laser-welded blanks to General
Motors.
In January 2005, the Company completed the acquisition of the assets of
Oxford Automotive Inc.'s steel processing facility in Silao, Mexico for $5.7
million in cash and the assumption of $1.1 million in operating liabilities. The
facility supplies component blanks on a toll processing basis to the Mexican
automotive industry. The Company intends to begin laser welding at the facility
in the latter half of 2005. The Company intends to sell a minority interest in
this business by entering into a joint venture with an international steel
processing company with operations in Mexico. The Company anticipates that the
joint venture will operate the Silao facility with the Company retaining a
majority interest in the venture. Management expects to reach a definitive
agreement with its prospective joint venture partner in the second quarter 2005.
NARRATIVE DESCRIPTION OF INDUSTRY SEGMENTS
CONTINUING OPERATIONS
Automotive
As of December 31, 2004 the Company's continuing operating subsidiaries
are organized into a single reporting segment operating in the automotive supply
business. This segment includes NMP,
5
Noble Metal Processing - Kentucky, LLC ("NMPK"), Noble Metal Processing -
Canada, Inc. ("NMPC"), Prototube, LWI and Noble Metal Processing - Australia
Pty. ("NMPA"). The Company is a supplier of automotive components and
value-added services to the automotive industry. Customers include OEMs, such as
General Motors ("GM"), DaimlerChrysler AG ("DCX"), Ford Motor Company ("Ford"),
BMW of North America LLC ("BMW"), Toyota Motor Corporation ("Toyota"), American
Honda Motor Company, Inc. ("Honda") and Nissan North America, Inc. ("Nissan"),
as well as other companies that are suppliers to OEMs ("Tier I suppliers"). The
Company, as a Tier I and Tier II supplier, provides prototype design,
engineering, laser welding of tailored blanks, tailor welded tubes and other
laser welding and cutting services of automotive components. The Company's
manufacturing facilities have been awarded both QS-9000 and ISO 14001
certifications, and its Michigan, Ontario and Mexico (acquired in January 2005)
facilities have been awarded TS16949 certification. The Company expects its
Shelbyville facility to be certified by the end of 2005, ahead of customer
requirements. The Company's Michigan facility has also been awarded Q1
certification from Ford Motor Company.
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 performance as well as visual aesthetics and allow significant
automation of the welding process.
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 the Company believes
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
studies identified 21 potential applications for laser welding of tailored
blanks per vehicle. The Company has identified nine additional potential
applications.
DESIGN AND ENGINEERING
The development of new automobile models or the redesign of existing
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 specific automotive body
components for the new or redesigned models. The Company also provides other
value-added services, such as prototyping, to its automotive customers.
Internally, the Company's engineering and research staff designs and
integrates proprietary laser welding systems using latest design techniques.
These systems are for exclusive use by the Company and are not marketed or sold
to third parties. Continued strategic investment in process technology is
essential for the Company to remain competitive in the markets it serves, and
the Company plans to continue to make appropriate levels of research and
development expenditures. During the years ended December 31, 2003 and 2004, the
Company expensed $0.1 million and $0.2 million, respectively, on research and
development.
MARKETING
The Company's sales and engineering staff is located in direct proximity
to major customers. Typically, OEMs and Tier I suppliers conduct a competitive
bid process to select laser welders for the parts that they will include in
their end products. The Company's direct sales force, marketing and technical
personnel work closely with OEM engineers to satisfy the OEMs' specific
requirements. In
6
addition, the Company's technical personnel will spend a significant amount of
time assisting OEM engineers in product planning and integration of laser welded
components in future automotive models.
RAW MATERIALS
The raw materials required for the Company's automotive operations include
rolled and coated steel and gases such as carbon dioxide and argon. The Company
obtains its raw materials and purchased parts from a variety of suppliers. 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. The majority of the steel is purchased through OEMs' steel buying
programs. Under these programs the Company purchases the steel from specific
suppliers at the steel price the customer negotiated with the steel suppliers.
Although the Company does take ownership and the attendant risks of ownership of
the steel, the price at which the steel is purchased is fixed for the duration
of each program. Further, a portion of the automotive operations involves the
toll processing of materials supplied by another Tier I supplier, typically a
steel manufacturer or processor. Under these arrangements the Company charges a
specified fee for operations performed without acquiring ownership of the steel.
PATENTS AND TRADEMARKS
The Company owns a number of patents, patents pending 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 effect 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 third parties to protect its proprietary rights.
SEASONALITY
The Company's automotive operations 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 historical results of operations have generally not
reflected typical cyclical or seasonal fluctuations in revenues and operating
income. The acquisitions and dispositions completed by the Company have resulted
in a growth trend which may have 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.
7
CUSTOMERS
In 2004, automotive industry customers accounted for substantially all of
the Company's consolidated net sales from continuing operations. Certain
customers accounted for significant percentages (greater than 10%) of the
Company's consolidated net sales from continuing operations for the years ended
December 31, 2002, 2003, and 2004, as follows:
2002 2003 2004
----- ---- -----
DaimlerChrysler 41% 37% 34%
General Motors 25% 26% 24%
Ford Motor Company 18% 29%
COMPETITION
The automotive component supply and tooling component industries are
highly competitive. In the automotive segment the Company's primary competitors
are TWB Company, Shiloh Industries Inc. and PowerLasers Ltd. Competition in this
segment is based on many factors, including engineering, product design, process
capability, quality, cost, delivery and responsiveness. The Company believes
that its performance record places it in a strong competitive position, although
there can be no assurance that it can continue to compete successfully against
existing or future competitors in each of the markets in which it competes.
ENVIRONMENTAL MATTERS
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.
EMPLOYEES
As of December 31, 2004, the Company employed 705 people in its continuing
operations. This amount included 331 production employees, 80 independent
production contractors, and 294 managerial, engineering, research and
administrative personnel. The Company believes that its relations with its
employees are satisfactory. One NMP plant elected to be represented by the
International Union, United Automobile, Aerospace, and Agricultural Implement
Workers of America ("UAW"). In January 2004, the Company entered into a new five
year collective bargaining agreement with the UAW which expires in December
2008. The plant has not been subject to a strike, lockout or other major work
stoppage.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
International operations are subject to certain additional risks inherent
in conducting business outside the United States, such as changes in currency
exchange rates, price and currency exchange controls, import restrictions,
nationalization, expropriation and other governmental action.
8
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. The factors identified here do
not represent an exhaustive list of potential risks involved in our business
that are beyond the Company's control.
Outstanding Indebtedness. In order to finance its operations, including
costs related to the consummation of various acquisitions, the Company has
incurred 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 or pledge assets. As of
December 31, 2004, 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.
The Company maintains a $35.0 million secured credit facility with a
commercial bank with a maturity date of April 2009 with no outstanding
borrowings at December 31, 2004 and has issued $40.0 million in 4% unsecured
convertible subordinated notes. Refer to the notes to the financial statements
regarding additional information related to outstanding indebtedness.
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 fewer
resources available for other purposes. While the Company has reduced its
leverage and improved its liquidity over the past several years, there is no
assurance that the Company will not increase its leverage in the future, whether
as a result of operational or financial performance, acquisition or otherwise.
Reliance on Major Customers. Sales to the automotive industry accounted
for substantially all of the Company's sales from continuing operations in 2004.
In addition, the Company's automotive sales are highly concentrated among a few
major OEMs and automotive suppliers. 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 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.
Risks Relating to Acquisitions. The automotive component supply industry
is undergoing consolidation as OEMs 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. There can be no assurance that the Company
will be successful in identifying appropriate acquisition candidates or in
successfully combining operations with such candidates if they are identified.
It should be noted that any acquisitions could involve the dilutive issuance of
equity securities or the incurrence of debt. In addition, acquisitions involve
numerous other risks, including difficulties in assimilation of the acquired
company's operations following
9
consummation of the acquisition, the diversion of management's attention from
other business concerns, risks of producing products we have limited experience
with, the potential loss of key customers of the acquired company, and the
ability of pre-acquisition due diligence to identify all possible issues that
may arise with respect to products of the acquired company. All these
acquisition risks could materially and adversely affect the financial
performance of the Company.
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 sales would be adversely affected if the Company fails to
obtain business on new models, or fails to retain or increase business on
redesigned existing models, or if the Company's customers do not successfully
introduce new products incorporating the Company's products, or if market demand
for these new products does not develop as anticipated.
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. New automotive products are increasingly complex, require
increased welding precision, use of various materials and have to be run at
higher production speeds and with lower scrap ratios in order to reduce costs.
The investment of significant additional capital or other resources may be
required to meet this continuing challenge. If the Company is unable to improve
its production technologies, it will lose business and possibly be forced to
exit from the particular market.
Design and Engineering Resources. Within the automotive industry, OEMs and
Tier I suppliers require their suppliers to provide design and engineering input
during 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, cash flow or results of operations.
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. The Company's need for continued significant expenditures for
capital equipment purchases, equipment development and ongoing manufacturing
improvement and support, among other factors, make it difficult for us to reduce
operating expenses in a particular period if our net sales forecasts for such
period are not met, because a substantial component of our operating expenses
are fixed costs. Generally, revenue and operating income 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 decrease 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 historical results of operations have generally not
reflected typical cyclical or seasonal fluctuations in revenues and operating
income. The acquisitions and divestitures 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
10
historical growth trend, that it will continue to be profitable 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 elected to be represented by the UAW. A three-year collective
bargaining agreement was entered into in September 2000 and expired in December
2003. In January 2004, the Company entered into a new five-year collective
bargaining agreement, which expires in December 2008, with the UAW at its NMP
facility in Michigan. Although this plant has never been subject to a strike,
lockout or other major work stoppage, any such incident would have a material
adverse effect on the Company's operating income.
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. Although the Company has made and will continue
to make expenditures to comply with environmental requirements, these
requirements are constantly evolving, and it is impossible to predict whether
compliance with these laws and regulations may have a material adverse effect on
the Company in the future. 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 operations are dependent upon
its ability to attract and retain qualified employees in the areas of
engineering, operations and management, and are greatly influenced by the
efforts and abilities of Robert J. Skandalaris, Chairman and Christopher L.
Morin, President and Chief Executive Officer, as well as its other executive
officers. The Company has employment agreements with Mr. Skandalaris, Mr. Morin
and several other 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 21% 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 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
11
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, and has opened a facility during the
first quarter of 2004 in Australia. In the first quarter of 2005, the Company
acquired a metal processing facility in Silao, Mexico. 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 23% 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 our Common
Stock.
The Failure of SET could materially adversely affect our financial
condition. In February 2001, the Company sold two of its non-core subsidiaries
to SET Enterprises, Inc., a qualified minority business enterprise providing
metal processing services to the automotive OEMs. The Company currently holds
$7.6 million in face value of 8% Series A non-convertible, non-voting preferred
stock of SET. The Company provides a guarantee of $3.0 million of SET's senior
debt incurred in connection with its purchase of the Company's subsidiaries.
During the third quarter of 2004, the Company agreed to extend its guarantee for
one year. The Company holds approximately 4% of SET's common stock. Due to the
amounts invested in the Company's relationship with SET, the failure of SET's
business could materially adversely affect the Company's financial condition if
it resulted in its inability to recover its investment in preferred stock and
common stock, and SET's inability to pay dividends, the Company's accounts
receivable, and to pay its senior debt resulting in our requirement to perform
under our guarantee.
AVAILABLE INFORMATION
Noble's annual report on Form 10-K, quarterly reports on Form 10-Q,
Current Reports on Form 8-K, and all amendments to these reports, are available
without charge through Noble's website, www.nobleintl.com, as soon as reasonably
practicable after Noble files these reports electronically or furnishes them to
the Securities and Exchange Commission ("SEC"). Except as otherwise stated in
these reports, the information contained on Noble's website or available by
hyperlink from Noble's website is not incorporated into this Annual Report on
Form 10-K or other documents Noble files with, or furnishes to, the SEC. The
public may read and copy any materials that Noble files with the SEC at the
SEC's Public Reference Room located at 450 Fifth Street NW, Washington, DC
20549. The public may obtain
12
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains electronic versions of Noble's reports on
its website, www.sec.gov.
ITEM 2. PROPERTIES
As of December 31, 2004, the Company's continuing operations consisted of
its automotive business, which operated two production facilities in the United
States, one facility in Canada and one facility in Australia. These facilities
are used for multiple purposes and range in size from 3,000 square feet to
524,000 square feet, with an aggregate of 752,000 square feet. These production
facilities are leased under operating leases with expiration dates ranging from
2005 to 2019.
The Company owns one property of 202,000 square feet that has been
classified as held for sale. In addition, the Company has a facility lease
(69,000 square feet) assumed in the LWI acquisition that is currently not being
used in operations. Estimated costs associated with this lease were accrued for
in LWI purchase accounting. This lease expires in 2007.
In January 2005, the Company purchased a metal processing business in
Mexico. Related to this acquisition, the Company assumed a lease on a 55,000
square foot facility used for operations. The lease expires in June 2005.
None of the Company's facilities, other than the held for sale and LWI
facilities, is materially underutilized. Management believes that all of the
Company's property and equipment, owned or leased, is in good, working
condition, is well maintained and provides sufficient capacity to meet the
Company's current and expected manufacturing and distribution needs.
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.
13
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 under
the symbol NOBL. The following table sets forth the range of high and low
closing prices for the common stock for each period indicated:
HIGH LOW
------- -------
2003
First Quarter $ 9.08 $ 5.66
Second Quarter 8.78 5.90
Third Quarter 12.14 8.60
Fourth Quarter 23.22 11.11
2004
First Quarter $ 28.60 $ 22.15
Second Quarter 32.24 24.77
Third Quarter 24.55 18.06
Fourth Quarter 21.68 16.43
As of March 1, 2005 there were approximately 60 record holders and
approximately 3,000 beneficial owners of the Company's common stock.
Dividends
During the fiscal years ended December 31, 2003 and 2004, the Company paid
$2.5 million and $3.7 million in dividends, respectively. The dividend
payments in 2002 were made pursuant to resolutions of the Board of Directors in
May 2003 to pay regular quarterly cash dividends of $0.08 per share. In February
2004, the Company's Board of Directors approved a resolution to increase the
quarterly cash dividend to $0.10 per share. Pursuant to an amendment to the
Company's $40.0 million 4% Convertible Subordinated Notes entered into in
November 2004, the Company is restricted from paying dividends in excess of
$0.48 per share in any twelve month period until March 2007.
Equity Compensation
The information required to be furnished pursuant to this item with
respect to compensation plans under which equity securities of the Company are
authorized for issuance will be set forth under the caption "Executive
Compensation and Other Information" in the 2005 Proxy Statement, and is
incorporated herein by reference.
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, 2004 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 or
in prior filings. See "Item 7 - - Management's Discussion and Analysis of
Financial Condition and Results of Operations." Numbers from the following
consolidated statement of operations are subject to rounding.
14
2000 2001 2002 2003 2004
----------- ----------- ----------- ----------- -----------
CONSOLIDATED STATEMENTS OF OPERATIONS: (Dollars in millions, except share and per share data)
Net sales $ 83.7 $ 70.8 $ 120.8 $ 183.8 $ 332.6
Cost of sales 62.8 55.6 102.9 156.9 294.7
----------- ----------- ----------- ----------- -----------
Gross Margin 20.9 15.2 17.9 26.9 37.9
Selling, general and administrative 17.3 7.6 10.3 12.2 15.9
----------- ----------- ----------- ----------- -----------
Operating profit 3.6 7.6 7.6 14.6 22.1
Interest income - 1.6 0.9 0.6 0.4
Interest expense (1.7) (2.1) (0.8) (2.4) (3.5)
Litigation settlement - - (1.1) 0.1 -
Gain on value of convertible option derivative liability - - - - 2.5
Other, net 0.3 1.6 (0.9) 0.9 0.3
----------- ----------- ----------- ----------- -----------
Earnings from continuing operations before income taxes
and extraordinary items 2.2 8.7 5.7 13.8 21.7
Income tax expense 0.9 2.7 1.6 4.7 6.3
----------- ----------- ----------- ----------- -----------
Earnings from continuing operations before
Extraordinary items 1.3 6.0 4.1 9.1 15.4
(Loss) from discontinued operations (0.2) (1.9) (17.4) (3.2) (0.1)
Gain (loss) on sale of discontinued operations 10.0 - 0.1 (0.7) 0.1
----------- ----------- ----------- ----------- -----------
Earnings(loss) before extraordinary items 11.1 4.1 (13.2) 5.2 15.4
Extraordinary items (1) (2) (3) (0.3) 1.5 0.3 - -
----------- ----------- ----------- ----------- -----------
Net earnings (loss) $ 10.8 $ 5.6 $ (12.9) $ 5.2 $ 15.4
=========== =========== =========== =========== ==========-
BASIC EARNINGS (LOSS) PER COMMON SHARE:
Earnings per common share from continuing
operations before extraordinary items $ 0.18 $ 0.90 $ 0.57 $ 1.17 $ 1.57
Earnings (loss) per common share from discontinued
operations before extraordinary items 1.39 (0.28) (2.46) (0.50) -
Extraordinary items (1) (2) (3) (0.04) 0.24 0.05 - -
----------- ----------- ----------- ----------- -----------
Basic earnings (loss) per common share $ 1.52 $ 0.85 $ (1.84) $ 0.67 $ 1.57
=========== =========== =========== =========== ===========
Basic weighted average common shares outstanding 7,112,311 6,626,212 6,995,153 7,779,472 9,131,502
=========== =========== =========== =========== ===========
DILUTED EARNINGS (LOSS) PER COMMON SHARE:
Earnings per common share from continuing
operations before extraordinary items $ 0.17 $ 0.86 $ 0.57 $ 1.09 $ 1.44
Earnings (loss) per common share from discontinued
operations before extraordinary items 1.37 (0.24) (2.41) (0.43) -
Extraordinary items (1) (2) (3) (0.04) 0.20 0.04 - -
----------- ----------- ----------- ----------- -----------
Diluted earnings (loss) per common share $ 1.49 $ 0.82 $ (1.80) $ 0.66 $ 1.44
=========== =========== =========== =========== ===========
Diluted weighted average common shares outstanding 7,234,786 7,776,451 7,158,982 9,044,376 10,341,611
=========== =========== =========== =========== ===========
15
OTHER FINANCIAL INFORMATION:
CASH FLOW PROVIDED BY (USED IN):
Continuing operations $ 11.2 $ (0.0) $ 8.1 $ 9.2 $ 33.9
Discontinued operations (2.3) 0.4 (4.1) (2.5) (0.1)
Investing activities 47.6 9.6 5.3 (3.6) (14.0)
Financing activities (56.1) (9.9) (8.9) (3.8) (3.5)
CONSOLIDATED BALANCE SHEET:
Total assets $145.1 $156.9 $130.0 $143.0 $182.5
Net assets held for sale 38.3 45.1 18.1 9.3 3.8
Working capital (deficiency) 9.1 (38.7) 6.0 16.4 36.6
Total debt 73.7 71.3 57.6 53.0 38.6
Stockholders' equity 43.8 47.4 42.1 50.8 79.6
NON-GAAP FINANCIAL MEASURES:
This information is not and should not be viewed as a substitute for financial
measures determined under GAAP.
Other companies may calculate these non-GAAP financial measures differently.
RECONCILATION OF EBITDA TO EARNINGS FROM
CONTINUING OPERATIONS (4):
Net Income from Continuing Operations $ 1.3 $ 6.0 $ 4.1 $ 9.1 $15.4
Income tax expense 0.9 2.7 1.6 4.7 6.3
Interest expense 1.7 2.1 0.8 2.4 3.5
Gain on value of convertible option derivative liability - - - - (2.5)
Depreciation 5.5 4.5 5.7 7.0 9.4
Amortization 1.4 0.9 0.2 0.2 0.4
----- ----- ----- ----- -----
EBITDA from Continuing Operations $10.8 $16.2 $12.3 $23.4 $32.5
===== ===== ===== ===== =====
EARNINGS ON COMMON SHARES FROM CONTINUING
OPERATIONS PRIOR TO SFAS 133 IMPACT (5):
Earnings from continuing operations $ 1.3 $ 6.0 $ 4.1 $ 9.1 $15.4
Amortization of debt discount - - - - 0.8
Gain on value of convertible option derivative liability - - - - (2.5)
----- ----- ----- ----- -----
Earnings prior to SFAS 133 Impact $ 1.3 $ 6.0 $ 4.1 $ 9.1 $13.7
===== ===== ===== ===== =====
16
(1) 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. In
addition, approximately $0.3 million in financing costs relating to the
convertible debentures were written off.
(2) An after-tax extraordinary gain of $1.6 million was recorded in 2001 in
connection with the Company's acquisition by NCE of certain assets of
Eagle-Picher, Inc.'s construction equipment division. This gain was the
result of the implementation of Financial Accounting Standards Board
("FASB") Statement No. 141, "Business Combinations" which requires the
excess of the fair value of acquired net assets over the cost associated
with an acquisition be recognized as an extraordinary gain in the period
in which the transaction occurs. In December 2002 this segment was sold
for $14.0 million.
(3) In 2002, the Company closed the purchase price allocation period regarding
the acquisition of NCE and recognized a $0.315 million after-tax
extraordinary gain on the transaction resulting from certain post-closing
working capital adjustments that reduced the purchase price.
(4) EBITDA from continuing operations represents income from continuing
operations 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. Management believes that EBITDA is
useful to both management and investors in their analysis of the Company's
ability to service and repay its debt. Further, management uses EBITDA for
planning and forecasting in future periods.
(5) In 2004, the Company issued $40.0 million in 4% unsecured convertible
subordinated notes ("Notes") in a private placement. Included in the Notes
were certain provisions which gave rise to an embedded derivative and a
debt discount in accordance with SFAS No. 133, "Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's
Own Stock." This embedded derivative was marked-to-market at the end of
each quarter and the debt discount was accreted on a monthly basis. The
Notes were amended in the fourth quarter of 2004 to eliminate the embedded
derivative. Earnings on common shares from continuing operations prior to
the impact of SFAS 133 are not presented as, and should not be considered
an alternative measure of net income as determined in accordance with
generally accepted accounting principles. With the issuance of the Notes
and creation of the embedded derivative liability, management indicated to
investors that it could not reliably forecast the impact of the change in
market value of the embedded derivative liability. To provide guidance to
investors regarding management expectations of the performance of the
business, the Company indicated that it would provide guidance on earnings
on common shares from continuing operations prior to the impact of SFAS
133 and the change in value of the embedded derivative liability because
it was the performance measure most comparable to that which can be
reliably forecasted. This non-GAAP financial measure is presented because
it was the performance measure most comparable to earnings on common
shares form continuing operations that management could reliably forecast
and the basis on which guidance was provided.
17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following management's discussion and analysis of financial condition
and results of continuing operations should be read in conjunction with the
Company's consolidated financial statements and notes, and other information
thereto included elsewhere in this Report.
GENERAL
Noble International, Ltd., through its subsidiaries, is a full-service
provider of tailored laser welded blanks for the automotive industry. On
December 31, 2002 the Company completed the sale of its heavy equipment segment
for $14.0 million in cash to a related party. This segment has been
classified as discontinued for fiscal years 2002 and prior. In the fourth
quarter of 2002 the Company made the strategic decision to exit the logistics
business and has classified this segment as discontinued for fiscal years 2004
and prior. The sale of the logistics segment was completed in March 2003 for
approximately $11.1 million in cash and notes. In the fourth quarter of 2003,
the Company made the strategic decision to exit the distribution business and
has classified this segment as discontinued in fiscal years 2004 and prior. The
sale of the distribution business was completed in January 2004 for
approximately $5.5 million in cash to a related party. The Company's fiscal year
is the calendar year. The following discussion relates to the Company's
continuing operations.
The Company is a leading supplier of automotive components and value-added
services to the automotive industry. Customers include Original Equipment
Manufacturers ("OEMs"), such as General Motors Corporation ("GM"),
DaimlerChrysler AG ("DCX"), Ford Motor Company ("Ford"), Toyota Motor
Corporation ("Toyota"), American Honda Motor Company, Inc. ("Honda") and Nissan
North America, Inc. ("Nissan"), as well as other companies which are suppliers
to OEMs ("Tier I suppliers"). The Company, as a Tier I and Tier II supplier,
provides prototype design, engineering, laser welding of tailored blanks and
other laser welding and cutting services of automotive components. The Company's
manufacturing facilities have been awarded both QS-9000, ISO 14001, and TS-16949
certifications.
RESULTS OF OPERATIONS
To facilitate analysis, the following table sets forth certain financial
data for the Company:
18
(In thousand of dollors)
2002 2003 2004
-------- -------- --------
Net sales $120,800 $183,759 332,611
Cost of sales 102,904 156,909 294,680
-------- -------- --------
Gross margin 17,896 26,850 37,931
Selling, general and administrative expenses 10,268 12,235 15,867
-------- -------- --------
Operating profit 7,628 14,615 22,064
Interest income 978 596 351
Interest expense (836) (2,419) (3,547)
Gain on value of convertible option derivative liability - - 2,458
Litigation settlement (1,098) 73 -
Other, net (935) 942 343
-------- -------- --------
Earnings from continuing operations before taxes 5,737 13,807 21,669
Income tax expense 1,666 4,673 6,308
-------- -------- --------
Earnings from continuing operations before
extraordinary items 4,071 9,134 15,361
(Loss) from discontinued operations (17,405) (3,221) (121)
Gain (loss) on sale of discontinued operations 174 (677) 121
-------- -------- --------
Earnings (loss) before extraordinary items (13,160) 5,236 15,361
Extraordinary items 315 - -
-------- -------- --------
Net earnings (loss) (12,845) 5,236 15,361
Preferred stock dividends 10 - -
-------- -------- --------
Net earnings (loss) on common shares $(12,855) $ 5,236 $ 15,361
======== ======== ========
Fiscal 2004 vs. Fiscal 2003
Net Sales. Net sales from continuing operations increased by $148.9
million, or 81.1%, to $332.6 million for the year ended December 31, 2004 from
$183.8 million for the year ended December 31, 2003. This increase was primarily
the result of the purchase of LWI, increased volumes on several of the
automotive platforms on which the Company has sales content as well as sales
from new business launched during 2004, the full year impact of business
launched during 2003 and the utilization of laser-welded components on more
vehicle models and platforms. In addition, revenue was positively impacted by an
increase in steel content in sales as the number of programs for which the
Company purchases and sells the steel used in the laser welding process
increased in 2004 compared to 2003.
Cost of Sales. Cost of sales from continuing operations increased by
$137.8 million, or 87.8%, to $294.7 million for the year ended December 31, 2004
from $156.9 million for the year ended December 31, 2003. This increase in cost
of sales was primarily attributable to increased production volume related to
the increased sales in 2004 compared to 2003. As a percentage of net sales, cost
of sales increased to 88.6% in fiscal 2004 from 85.4% in 2003. This increase as
a percentage of sales is primarily attributable to the increase in the purchase
of steel as a percentage of overall cost of sales and is related to the increase
in steel content in sales as a percentage of total sales as the Company
continued its transition to a full service supplier from a toll processor. This
increase in costs was partially offset by productivity improvements in the
Company's manufacturing operations.
Gross Margin. Gross margin from continuing operations increased $11.1
million, or 41.3%, to $37.9 million for the year ended December 31, 2004 from
$26.9 million for the year ended December 31, 2003. As a percentage of sales,
gross margin declined to 11.4% in fiscal 2004 compared to 14.6% in 2003. This
decline is primarily attributable to the increase in steel content in sales as a
percentage of overall sales resulting of the increase in the mix of products and
programs for which the Company purchases steel in addition to providing
value-added laser welding and related services compared to products and programs
for which value-added laser welding and related services only are provided. The
19
portion of steel content in sales is made at a significantly lower margin
than value-added laser welding and other related value-added services. The
impact of the lower margin from increased steel content in sales was partially
offset by productivity improvements in the manufacturing operations.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses (SG&A) from continuing operations increased by $3.6
million, or 29.7%, to $15.9 million for the year ended December 31, 2004 from
$12.2 million for the year ended December 31, 2003. As a percentage of sales,
SG&A declined from 6.7% in fiscal 2003 to 4.8% in 2004. The decrease as a
percent of sales was primarily due to expense containment despite increased
costs associated with the implementation of the requirements promulgated by the
Sarbanes-Oxley Act of 2002, leveraging of fixed costs in SG&A, as well as the
increase in steel sales without a corresponding increase in SG&A expense.
Operating Profit. As a result of the foregoing factors, operating profit
from continuing operations increased $7.4 million, or 50.2%, to $22.1 million
for the year ended December 31, 2004 from $14.7 million for the year ended
December 31, 2003. As a percentage of sales, operating profit decreased to 6.6%
in fiscal 2004 from 8.0% in fiscal 2003. The decrease as a percentage of sales,
as stated earlier, was primarily the result of increased steel content in sales
as a proportion of total sales for fiscal 2004 offset by productivity
improvements in the manufacturing operations and expense containment in SG&A.
Interest Income. Interest income from continuing operations decreased $0.2
million in fiscal 2004 to $0.4 million from $0.6 million in fiscal 2003. The
decrease in 2004 was due primarily to lower notes receivable balances due to the
collection of principal payments on the notes related to the sale of the
logistics business.
Interest Expense. Interest expense from continuing operations increased
$1.1 million to $3.5 million for the year ended December 31, 2004 from $2.4
million for the year ended December 31, 2003. The higher interest expense in
fiscal 2004 was primarily due to $0.8 million of amortization of the debt
discount related to the embedded derivative liability associated with the 2004
4% Convertible Subordinated Notes ("Notes") and $0.4 million from the write-off
deferred financing fees related to the early extinguishment of the Company's
term loan credit facility.
Litigation settlement. In fiscal 2002 the Company recorded a $1.1 million
charge related to litigation. The Company recorded a charge as a result of
tax-related litigation associated with the Company's acquisition of its
automotive operations in 1997. Through arbitration, the seller was awarded
approximately $1.1 million. The Company filed an appeal of the decision and
ultimately settled the matter prior to the completion of the appeal process for
$1.0 million, resulting in a $0.1 million recovery in 2003.
Gain on value of conversion option derivative liability. Pursuant to SFAS
133, "Accounting for Derivative Instruments and Hedging Activities," and based
upon provisions included in the Notes, the Company bifurcated a conversion
option and established the fair value of an embedded derivative separate from
the debt instrument and recorded it as a derivative liability. At issuance, the
estimated initial fair value of embedded derivative liability was $3.5 million,
which was recorded as a discount to the convertible subordinated notes and a
derivative liability on the consolidated balance sheet. This derivative
liability was adjusted quarterly for changes in fair value with the
corresponding charge or credit to expense or income. The Notes were amended in
the fourth quarter of 2004 to eliminate provisions which gave rise to the
embedded derivative. During the period for which the embedded derivative was
outstanding, the Company recognized a $2.5 million gain based upon the change in
the fair value of the embedded derivative liability.
Other, net. Other income and expense, net decreased by $0.6 million,
from income of $0.9 million in fiscal 2003 to income of $0.3 million in fiscal
2004. Other income in 2004 is comprised primarily of dividend income ($0.6
million) and the collection of previously written-off accounts receivable ($0.1
million) offset by a loss on disposal of fixed assets ($0.2 million), the
write-down of asset held for sale
20
($0.1 million) and a loss on foreign currency transactions ($0.1 million). Other
income in 2003 primarily included insurance proceeds ($0.2 million), the
recovery of costs previously expensed ($0.4 million), income from the recording
of the Company's receipt of 4% of SET common stock ($0.3 million), and dividend
income ($0.2 million) offset by the write-down of other assets ($0.3 million).
Income Tax Expense. Income tax expense related to continuing operations
increased $1.6 million, to $6.3 million for the year ended December 31, 2004
from $4.7 million in 2003. This increase was primarily due to higher earnings
from continuing operations before income taxes. The effective tax rate for 2004
was 29%. The effective rate is lower than the statutory rate of 34% due
primarily to the determination that any gains on the change in value of the
embedded derivative liability are not taxable and the related debt discount
amortization expense is not deductible for tax purposes. In addition, the
Company recorded tax credits of $0.4 million in 2004. The effective tax rate for
2003 was 34%.
Earning from Continuing Operations before Extraordinary items. As a result
of the foregoing factors, net earnings from continuing operations before
extraordinary item increased $6.2 million, or 68%, to $15.4 million for the year
ended December 31, 2004 from $9.1 million for the year ended December 31, 2003.
Fiscal 2003 vs. Fiscal 2002
Net Sales. Net sales from continuing operations increased by $63.0
million, or 52.1%, to $183.8 million for the year ended December 31, 2003 from
$120.8 million for the year ended December 31, 2002. The increase in sales is
attributable to increased revenue from the automotive laser welded flat blank
business. These increases were primarily the result of the increased volumes on
several of the automotive platforms on which the Company has business as well as
sales from new business launched during 2003, the full year impact of business
launched during 2002 and the utilization of laser-welded components on more
vehicle models and platforms. In addition, revenue was positively impacted by an
increase in steel content in sales as the number of programs for which the
Company purchases the steel used in the laser welding process increased in 2003
compared to 2002.
Cost of Sales. Cost of sales from continuing operations increased by $54.0
million, or 52.5%, to $156.9 million for the year ended December 31, 2003 from
$102.9 million for the year ended December 31, 2002. This increase in cost of
sales was primarily attributable to increased production volume related to the
increased sales in 2003 compared to 2002. As a percentage of net sales, cost of
sales increased slightly to 85.4% in fiscal 2003 from 85.2% in 2002. This
increase as a percentage of sales is primarily attributable to the increase in
the purchase of steel as a percentage of overall cost of sales and is related to
the increase in steel content in sales as a percentage of total sales as the
Company continued its transition to a full service supplier from a toll
processor. This increase in costs was partially offset by productivity
improvements in the Company's manufacturing operations.
Gross Margin. Gross margin from continuing operations increased $9.0
million, or 50.0%, to $26.9 million for the year ended December 31, 2003 from
$17.9 million for the year ended December 31, 2002. As a percentage of sales,
gross margin declined slightly to 14.6% in fiscal 2003 compared to 14.8% in
2002. This decline is primarily attributable to the increase in steel content in
sales as a percentage of overall sales as a result of the increase in the mix of
products and programs for which the Company is required to buy the steel in
addition to providing value-added laser welding and related services compared to
products and programs for which value-added laser welding and related services
only are provided. The steel portion of sales are made at a significantly lower
margin than value-added laser welding and other related value-added services.
The impact of the lower margin from increased steel content in sales was
partially offset by productivity improvements in the manufacturing operations.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses (SG&A) from continuing operations increased by $2.0
million, or 19.2%, to $12.2 million for the year ended December 31, 2003 from
$10.3 million for the year ended December 31, 2002. As a percentage of
21
sales, SG&A declined from 8.5% in fiscal 2002 to 6.7% in 2003. The decrease as a
percent of sales was primarily due to expense containment, leveraging of fixed
costs in SG&A, as well as the increase in steel content in sales without a
corresponding increase in SG&A expense. In fiscal 2002, the bankruptcy of
National Steel resulted in the Company recording bad debt expense of
approximately $1.2 million related to accounts receivable with National Steel
and in fiscal 2003, the Company recorded bad debt expense of $0.5 million
primarily as a result of the bankruptcy of Rouge Industries and its subsidiaries
including Rouge Steel.
Operating Profit. As a result of the foregoing factors, operating profit
from continuing operations increased $7.0 million, or 91.6%, to $14.6 million
for the year ended December 31, 2003 from $7.6 million for the year ended
December 31, 2002. As a percentage of sales, operating profit increased to 8.0%
in fiscal 2003 from 6.3% in fiscal 2002. The increase, as stated earlier, was
primarily the result of productivity improvements in the manufacturing
operations, expense containment in SG&A, partially offset by lower operating
margin from increased steel content in sales as a proportion of total sales for
fiscal 2003.
Interest Income. Interest income from continuing operations decreased $0.4
million in fiscal 2003 to $0.6 million from $1.0 million in fiscal 2002. The
decrease was due primarily to lower notes receivable balances related to the
sale of NMF and NMPM, partially offset by the interest income from the notes
related to the sale of the logistics business in 2003.
Interest Expense. Interest expense from continuing operations increased
$1.6 million to $2.4 million for the year ended December 31, 2003 from $0.8
million for the year ended December 31, 2002. The higher interest expense in
fiscal 2003 was primarily due to approximately $2.4 million of interest expense
associated with discontinued operations classified in the loss from discontinued
operations in 2002. The proceeds from sale of the discontinued operations did
not reduce all of the debt associated with those operations and as a result, a
portion of this interest expense is reflected in interest expense from
continuing operations in 2003. This was partially offset by lower average
borrowings in 2003 compared to 2002.
Litigation settlement. In fiscal 2002 the Company recorded a $1.1 million
charge related to litigation. The Company recorded a charge as a result of
tax-related litigation associated with the Company's acquisition of its
automotive operations in 1997. Through arbitration, the seller was awarded
approximately $1.1 million. The Company filed an appeal of the decision and
ultimately settled the matter prior to the completion of the appeal process for
$1.0 million, resulting in a $0.1 million recovery in 2003.
Other, net. Other income and expense, net increased by $1.8 million, from
an expense of $0.9 million in fiscal 2002 to income of $0.9 million in fiscal
2003. Other income in 2003 primarily included insurance proceeds ($0.2 million),
the recovery of costs previously expensed ($0.4 million), income from the
recording of the Company's receipt of 4% of SET common stock ($0.3 million), the
writedown of other assets ($0.3 million), and dividend income ($0.2 million).
Included in other expense for 2002 is the write-down of certain real-estate
assets held for sale of $0.9 million.
Income Tax Expense. Income tax expense related to continuing operations
increased $3.0 million, to $4.7 million for the year ended December 31, 2003
from $1.7 million in 2002. This increase was primarily due to higher earnings
from continuing operations before income taxes. The 2002 income tax expense
amount includes a valuation allowance of $0.5 million against available tax
credit carry forward.
Earning from Continuing Operations before Extraordinary items. As a result
of the foregoing factors, net earnings from continuing operations before
extraordinary item increased $5.1 million, or 124%, to $9.1 million for the year
ended December 31, 2003 from $4.1 million for the year ended December 31, 2002.
22
Extraordinary Item. In fiscal 2002, the Company closed the purchase price
allocation period regarding the acquisition of NCE and recognized a $0.3 million
after-tax extraordinary gain on the transaction resulting from certain
post-closing working capital adjustments. On December 31, 2002 the Company
completed the sale of NCE for $14.0 million.
Liquidity and Capital Resources
The Company's cash requirements have historically been satisfied through a
combination of cash flow from operations, and equity and debt financings.
Working capital needs and capital equipment requirements in continuing
operations 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 cash flow from operations. As of December 31, 2004, the
Company had net working capital of $36.7 million.
The Company generated cash from continuing operations of $33.9 million for
the year ended December 31, 2004. Net cash generated from continuing operating
activities was primarily the result of net earnings plus non-cash expense such
as depreciation expense and increases in accounts payable and the receipt of a
$6.3 million tax refund from 2003. These cash increases were partially offset by
increases in accounts receivable and inventories and a decrease in accrued
liabilities. The increases in accounts receivable, inventories, and accounts
payable are primarily the result of increases in sales and related production
activities.
The Company used cash from investing activities of $14.0 million for the
year ended December 31, 2004. This was primarily the result of the acquisition
of LWI of $13.6 million and the purchase of fixed assets of $8.5 million offset
by proceeds from the sale of the distribution business of $5.5 million and
proceeds from Notes Receivable of $2.7 million.
The Company used $3.5 million of cash flow in financing activities for the
year ended December 31, 2004. The Company issued $40.0 million of 4% Convertible
Subordinated Notes ("Notes") and used the proceeds to pay down $40.0 million
outstanding on the Credit Facility. Uses of cash included the payment of
dividends of $3.7 million, payment of long-term debt of $0.9 million, payment of
financing fees of $1.9 million primarily related to the Notes, and payment of
$1.0 million for the redemption of the Company's 1998 6% Convertible
Subordinated Debentures. The Company received $4.0 million from the issuance of
common stock from the exercise of stock options.
In March 2004, the Company issued the Notes in a private placement. The
Notes have a three year term, maturing on March 31, 2007 and may be extended
another three years at the holders' option. The Notes are convertible at the
holders' option anytime prior to maturity into shares of the Company's common
stock at $32 per share (subject to adjustment pursuant to the terms of the
Notes). The interest rate on the Notes is 4% and is fixed for the entire term.
Proceeds from the Notes were used to reduce the Company's current bank
borrowings, including paying off the term loan balance and reducing amounts
outstanding under the $35.0 million revolving credit facility. The holders of
the Notes had a right to participate in dividends declared and paid to the
Company's common shareholders to the extent that such dividends exceed $0.48 per
share (in any twelve month period) within the initial three year term on the
Notes. The holders' participation rights were only on the amount, if any, in
excess of $0.48 per share. The holders were not entitled to participate in any
dividends after the initial three year term. Pursuant to an amendment to the
Notes entered into by the Company and the holders of the Notes in the fourth
quarter of 2004, the holders of the Notes are no longer able to participate in
dividends. In addition, there is a covenant restricting the Company from paying
dividends or distributions on its common stock in excess of $0.48 per share in
any twelve month period until March 2007. This amendment eliminates the
requirement to use the two class method for calculating basic earnings per share
for future periods relating to the Notes.
23
The terms of the Notes include a right of the holders of the Notes to
convert the Notes into the Company's common stock at $32 per share. This right
was evaluated by the Company to determine if it gave rise to an embedded
derivative instrument that would need to be accounted for separately in
accordance with Statement of Financial Accounting Standards ("SFAS") 133,
"Accounting for Derivative Instruments and Hedging Activities" and Emerging
Issues Task Force ("EITF") 00-19, "Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock." The
Company concluded that certain provisions which are contingent upon a change in
control of the Company and allow for a net cash settlement of the conversion
option qualified as an embedded derivative and did not meet the scope exceptions
of SFAS 133. Therefore, the Company was required to bifurcate the conversion
option and establish the fair value of the embedded derivative separate from the
debt instrument and record it as a derivative liability. At issuance of the
Notes, the holders' conversion right had an estimated initial fair value of $3.5
million, which was recorded as a discount to the Notes and a derivative
liability on the consolidated balance sheet. The discount on the Notes will be
accreted to par value over the term of the Notes through non-cash charges to
interest expense over the initial three year term. The derivative liability
associated with the conversion option was adjusted for changes in fair value
over the term of the Notes with the corresponding charge or credit to other
expense or income. The estimated fair value of the holder's conversion option
was determined using a convertible bond valuation model which utilizes
assumptions including: The historical stock price volatility; risk-free interest
rate; credit spreads; remaining maturity; and the current stock price. On
November 15, 2004 the Company and holders of the Notes entered into an amendment
to the Notes which incorporated changes that eliminated the embedded derivative
liability associated with the Notes. As a result of the eliminating the embedded
derivative liability, the Company is no longer required to value the derivative
after November 15, 2004. The change in value of the derivative liability from
September 30, 2004 to November 15, 2004 resulted in a charge of $0.5 million.
The value of the derivative liability of $0.6 million as of November 15, 2004
was netted against the balance of debt discount. The remaining balance of debt
discount will continue to be amortized over the remaining term of the Notes. At
December 31, 2004 the balance of the debt discount was $1.6 million.
As of December 31, 2004 the Company maintained a $35.0 million secured
credit facility with Comerica Bank N.A. ("Comerica") with a maturity date of
April 2009 ("Credit Facility"). During the second quarter of 2004 the Credit
Facility was amended to, among other things, extend the maturity to April 2009,
reduce the number of participating banks from three to one, and adjust several
financial and other covenants. The Credit Facility consists of a $35.0 million
revolving loan with no borrowing base formula. The term loan portion of the
Credit Facility was paid off using the proceeds from the issuance of the Notes.
There were no outstanding borrowings on the revolving loan at December 31, 2004.
Availability under the Credit Facility was approximately $34.7 million, net of
approximately $0.3 million in outstanding letters of credit at December 31,
2004. 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 Credit
Facility bore interest at an average effective rate of 4.4% for the year ended
December 31, 2004. These borrowings were primarily in the first quarter of 2004
as the Company had no outstanding borrowings under the Credit Facility at
December 31, 2004. As a result of the repayment of the term loan portion of the
credit facility, the Company recorded a write-off of approximately $0.4 million
in deferred financing fees in the first quarter of 2004. The unamortized balance
of origination costs was $0.5 million at December 31, 2004 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, 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
24
common stock dividends, requiring it to obtain waivers of default from its
lenders. At December 31, 2004 the Company is in compliance with all of its
financial debt covenants under the Credit Facility.
As of December 31, 2004, the Company guaranteed $3.0 million of SET
Enterprises, Inc. ("SET") senior debt in connection with its sale of businesses
to SET. During the third quarter of 2004, the Company agreed to extend its
guarantee for one year. 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. As of December 31, 2004, the
Company had not been notified by SET or SET's lender of any default that would
require performance under the guarantee.
On July 31, 1998 and concluding August 10, 1998 the Company closed a
private offering of 6% Convertible Subordinated Debentures ("1998 Debentures")
for gross proceeds of $20.76 million. The proceeds were used to reduce the
amount of outstanding advances under the Credit Facility. The 1998 Debentures
were scheduled to mature on July 31, 2005. 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 was required to redeem for cash 25% of the outstanding
principal amount of the Debentures through the maturity date. During 2003, the
holders of approximately $3.5 million in subordinated 1998 Debentures exercised
their option to convert their subordinated Debentures into the Company's common
stock. During 2004, holders of approximately $11.5 million exercised their
option to convert their 1998 Debentures into the Company's common stock. On
February 2, 2004 the Company made a mandatory retirement payment pursuant to the
terms of the 1998 Debentures of $0.8 million. The Company called and
extinguished the remaining $0.2 million balance of the 1998 Debentures in the
fourth quarter of 2004.
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 Junior Notes matured on December 16, 2003 and were redeemed in
full. The warrants expired in 2003.
On April 22, 2002, the Company completed a sale and leaseback transaction
of its Shelbyville, KY facility to the Company's Chairman. The sale price was
$6.2 million which was equal to the book value of the property. The proceeds of
the transaction were used to reduce the Company's debt under its current credit
facility. The lease has a term of five years and provides for monthly rent of
$0.07 million. The sale price and rent amount were determined by the estimated
fair value of the property and estimated prevailing lease rates for similar
properties. Although the Company did not obtain an independent valuation of the
property or the terms of the transaction, it believes the terms of the sale and
leaseback were at least as favorable to Noble as terms that could have been
obtained from an unaffiliated third party. The Company has accounted for this
lease as an operating lease. In the second quarter of 2004, the Company's
Chairman sold the Shelbyville, KY facility to a third-party and canceled the
lease with the Company. The Company subsequently entered into a lease agreement
with the third-party for the same facility.
The liquidity provided by the Company's existing and anticipated credit
facilities, 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 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 twelve-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
25
companies which 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.
Off Balance Sheet Arrangements
The Company's off balance sheet financing consists primarily of operating
leases for equipment and property. These leases have terms ranging from a
month-to-month basis to thirteen years. In 2004, lease expense was approximately
$4.8 million. From 2005 through 2009 and thereafter the Company will make
contractual minimum lease payments as well as short and long-term debt payments
as follows (in thousands):
FUTURE MATURITIES AND CONTRACTUAL OBLIGATIONS
Less Than Over 5
Total 1 Year 1-3 Years 4-5 Years Years
----- --------- --------- --------- ------
Long-term debt (including lines of credit) $ 38,625 $ 254 $ 38,371 $ - $ -
Operating leases for equipment and property 57,478 5,058 9,059 8,177 35,184
Purchase obligations 1,091 1,091 - - -
-------- ------- -------- ------- --------
Total: $ 97,194 $ 6,403 $ 47,430 $ 8,177 $ 35,184
======== ======= ======== ======= ========
Purchase obligations include primarily commitments for capital
expenditures. We have not included information on our recurring purchases of
materials used in our manufacturing operations. These amounts are generally
consistent from year to year, closely reflect our levels of production and are
not long-term in nature (less than three months).
The Company also expects to receive minimum rental income of approximately
$1.1 million per year for the period 2005 through 2016 related to the sublease
of a portion of one of the Company's manufacturing facilities to SET
Enterprises, Inc.
Critical Accounting Policies
A summary of the critical accounting policies consistently applied in the
preparation of the accompanying financial statements follow below.
Revenue Recognition and Accounts Receivable. Consistent with Securities
and Exchange Commission Staff Accounting Bulletin No. 104, revenue is realized
or realizable and earned when there is persuasive evidence that an arrangement
exists, the delivery has occurred or services have been rendered, the Company's
price to the customer is fixed or determinable, and collectibility is reasonably
assured. On a regular basis the Company evaluates the credit risk of customers
and collection risk of outstanding accounts receivable. Based upon its analysis
at December 31, 2003 and 2004, the Company recorded an allowance for doubtful
accounts of $0.1 million and $0.2 million, respectively. In 2002, National Steel
filed for bankruptcy protection. As a result of this event, the Company recorded
bad debt expense of approximately $1.2 million in 2002. In 2003, Rouge
Industries and its subsidiary, Rouge Steel, filed for bankruptcy protection. As
a result of this event, the Company recorded bad debt expense of $0.4 million in
the fourth quarter of 2003. In 2004, Stelco, Inc. filed for bankruptcy
protection. As a result of this event, the Company recorded bad debt expense of
approximately $0.3 million in 2004.
The Company participates in steel re-sale programs with several of its
customers. As a participant in these programs, the Company purchases steel from
the customer, blanks and welds the steel, and re-sells a finished laser-welded
blank to the customer. The Company records Sales for the cost of steel sold to
the customer plus a mark-up and records the cost of the steel in Cost of Sales.
This accounting treatment is consistent with Emerging Issues Task Force (EITF)
No. 99-19 "Reporting Revenue Gross as
26
a Principal versus Net as an Agent." The Company acts as principal in the
transaction, takes title to the products, and has risks and rewards of
ownership.
The Company records amounts billed to customers for shipping and handling
in Sales and costs incurred for shipping and handling in Cost of Sales. This
accounting treatment is consistent with EITF No. 00-10 "Accounting for Shipping
and Handling Fees and Costs."
Property, Plant and Equipment. Property, plant and equipment are stated at
cost less accumulated depreciation. Depreciation is determined using the
straight line method over the estimated useful lives of the assets, which range
from 3 to 10 years for machinery and equipment. Leasehold improvements are
depreciated over the lives of the leases or estimated useful lives of the
assets, whichever is less. Expenditures for maintenance and repairs are expensed
as incurred. When assets are sold or otherwise retired, the cost and accumulated
depreciation are removed from the books and the resulting gain or loss is
included in other income and expense. The Company periodically reviews the
realization of long-lived assets, based on an evaluation of remaining useful
lives and the current and expected future profitability and cash flows related
to such assets. All long-lived assets are fairly stated at December 31, 2003 and
2004. The Company capitalizes interest costs associated with construction in
progress consistent with SFAS No. 34 "Capitalization of Interest Cost."
Capitalized interest costs in 2002, 2003 and 2004 were $0.3 million, $0.5
million and $0.3 million, respectively.
Valuation of deferred tax assets. Because the Company operates in
different geographic locations, including several state and local tax
jurisdictions, the nature of the Company's tax provisions and the evaluation of
the Company's ability to use all recognized deferred tax assets are complex. In
assessing the ability to realize such deferred tax assets, the Company reviews
the scheduled reversal of deferred tax liabilities, the projections of taxable
income in future periods and the effectiveness of various tax planning
strategies in making assessments. The consideration of these matters requires
significant management judgment in determining deferred tax asset valuation
allowances. While it is believed that the appropriate valuations of deferred tax
assets has been made, unforeseen changes in tax legislation, regulatory
activities, operating results, financing strategies, organization structure and
other related matters may result in material changes in the Company's deferred
tax asset valuation allowances.
Goodwill/Other Intangible Assets. The Company records goodwill when the
cost exceeds the fair value of net assets acquired. As required under Statement
of Financial Accounting Standards ("SFAS") No. 142 goodwill and other intangible
assets are no longer amortized; instead, management evaluates at least annually
the carrying value of its businesses and determines if any impairment exists.
The Company determined that goodwill and other intangible assets were not
impaired. As of December 31, 2003 and 2004 the Company's continuing operations
had goodwill of $11.8 million and $20.3 million, respectively. The change in
goodwill during 2004 is a result of the acquisition of LWI, which resulted in
goodwill of approximately $8.5 million.
Covenants not to compete attributable to continuing operations are
amortized over the life of the agreement, which typically is three to five
years. As of December 31, 2004 the covenants not to compete were fully
amortized. Annual amortization expense for these covenants for fiscal years
2002, 2003 and 2004 was $0.2 million each year.
Consistent with SFAS 141, "Business Combinations," in conjunction with the
purchase of LWI, an intangible asset apart from goodwill was recognized related
to the fair value of the customer contracts acquired with the purchase of LWI. A
fair value of $2.1 million was determined for these contracts at the time of
acquisition using a discounted cash flow model. This intangible asset is being
amortized over ten years based upon the lives of the acquired contracts and the
lives of follow-on contracts expected to be awarded on the same business. The
Company recognized $0.2 million of amortization expense in 2004 related to this
intangible asset.
27
Allowance for Doubtful Accounts. The Company maintains an allowance for
doubtful accounts for estimated losses resulting from the inability of its
customers to make required payments. Management makes these estimates based on
an analysis of accounts receivable using available information on our customers'
financial status and payment histories. Historically, with the exception of $1.2
million of bad debt expense recorded in 2002 related to the National Steel
bankruptcy and $0.4 million in 2003 related to the Rouge Steel bankruptcy, and
$0.3 million in 2004 relate to the Stelco bankruptcy, bad debt losses have not
been significant or have not differed materially from the Company's estimates.
The balance in the allowance for doubtful accounts at December 31, 2004 and 2003
was $0.2 million and $0.1 million, respectively.
Impairment of Long-Lived Assets. The Company periodically evaluates the
carrying value of its long-lived assets including investments in accordance with
SFAS 144, based on an evaluation of remaining useful lives and upon the
estimated cash flows to be generated by these assets. The impairment review is
generally triggered when such events as a significant industry downturn, product
discontinuance, plant closures, product dispositions, technological obsolescence
or other changes in circumstances indicate that the carrying amount may not be
recoverable. When such events occur, the Company evaluates the book value
against the fair value of the assets.
During the fourth quarter of 2003, the Company made the decision to exit
the distribution business and after estimating the net proceeds from a sale of
the business, recorded a goodwill impairment charge of $2.0 million.
The Company made the decision to exit the logistics business segment in
the fourth quarter of 2002. The Company began discussions with potential buyers
and determined that the business was impaired. An impairment charge primarily
related to goodwill of $19.9 million was recorded in December 2002. Refer to the
notes to the financial statements for further discussion with respect to the
discontinued operations of the logistics and distribution segments.
In addition, the Company has classified certain real estate holdings as
assets held for sale. In 2002, the Company determined that the fair value of the
properties held for sale was lower than the carrying value and therefore
recorded a $0.9 million impairment charge in fourth quarter of 2002. Those
properties were sold in 2003 and 2004. At December 31, 2004, the Company has a
real estate property classified as held for sale. During 2004, it was determined
that the fair value of the property was less than the carrying value and the
Company recorded a charge of $0.1 million to write the carrying value to the
estimated fair value. The Company expects to sell the property or place it back
into fixed assets by September 30, 2005.
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.
Impact of New Accounting Pronouncements
In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") 151, "Inventory Costs - an
amendment of ARB No. 43, Chapter 4." SFAS 151 clarifies the accounting for
abnormal amounts of idle facility expenses, freight, handling costs, and
spoilage. It also requires that the allocation of fixed production overhead to
inventory be based on the normal capacity of production facilities. SFAS 151 is
effective for the Company beginning fiscal year 2006. The implementation of SFAS
151 is not expected to have a significant impact on the Company.
28
In December 2004, the FASB issued SFAS 123 (revised 2004), "Share-Based
Payment" ("SFAS 123R") which revises SFAS 123, "Accounting for Stock-Based
Compensation." SFAS 123R also supersedes Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," and amends SFAS 95, "Statement
of Cash Flows." Under SFAS 123 companies could either recognize the fair value
of stock options as a period expense or disclose the pro forma impact of the
fair value of stock options in the notes to the financial statements. Under SFAS
123 and APB 25, the Company has disclosed the pro forma impact of the fair value
of stock options in the Significant Accounting Policy titled Stock-Based
Compensation. SFAS 123R requires that the fair value of all share-based payments
to employees, including the fair value of grants of employee stock options, to
be recognized as a period expense, generally over the option vesting period.
SFAS 123R will be effective for the Company beginning in the third quarter of
2005. The Company is currently evaluating its transition alternatives and the
effect of this Statement on the Company, which will be dependent in large part
upon future equity-based grants.
In December 2004, the FASB issued FASB Staff Position (FSP) No. 109-2,
"Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
Provision within the American Jobs Creation Act of 2004" (FSP 109-2). FSP 109-2
provides guidance under FASB Statement No. 109, "Accounting for Income Taxes,"
with respect to recording the potential impact of the repatriation provisions of
the American Jobs Creation Act of 2004 (the Jobs Act) on enterprises' income tax
expense and deferred tax liability. The Jobs Act was enacted on October 22,
2004. FSP 109-2 does not have a significant impact on the Company's results of
operation or financial position for the year ended December 31, 2004, and the
Company does not anticipate that it will have a significant impact going
forward.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Risk
The Company is exposed to the impact of foreign currency fluctuations.
International revenues from the Company's foreign subsidiaries were
approximately 25% of total revenues from continuing operations for fiscal 2004.
The Company's primary foreign currency exposures are the Canadian Dollar and
Australian Dollar. In January 2005, the Company acquired a metal processing
facility in Mexico and as a result will have foreign currency exposure to the
Mexican Peso. 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 matching revenues with expenses in the same
currency, as such, certain exposures are naturally offset.
Interest Rate Sensitivity
The Company's financial results are affected by changes in U.S. and
foreign interest rates due primarily to the Company's Credit Facility containing
a variable interest rate when it borrows under the credit facility. The Company
invests its excess cash balances in overnight and other short term investments
which may be impacted by changes in interest rates. The Company does not hold
any other financial instruments that are subject to market risk (interest rate
risk and foreign exchange rate risk).
29
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Noble International, Ltd.
Warren, Michigan
We have audited the accompanying consolidated balance sheets of Noble
International, Ltd. and subsidiaries (the "Company") as of December 31, 2004 and
2003, and the related consolidated statements of operations, stockholders'
equity and comprehensive income (loss), and cash flows for each of the three
years in the period ended December 31, 2004. Our audits also included the
financial statement schedule listed in the Index at Item 15. We also have
audited management's assessment, included in the accompanying Management's
Report On Internal Control Over Financial Reporting, that the Company maintained
effective internal control over financial reporting as of December 31, 2004
based on criteria established in Internal Control -- Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
The Company's management is responsible for these financial statements and
financial statement schedule, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
these financial statements and financial statement schedule, an opinion on
management's assessment, and an opinion on the effectiveness of the Company's
internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement and whether effective
internal control over financial reporting was maintained in all material
respects. Our audit of financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. Our
audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, evaluating
management's assessment, testing and evaluating the design and operating
effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
A company's internal control over financial reporting is a process
designed by, or under the supervision of, the company's principal executive and
principal financial officers, or persons performing similar functions, and
effected by the company's board of directors, management, and other personnel to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial
reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of
30
the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 2004 and 2003, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2004, in
conformity with accounting principles generally accepted in the United States of
America. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein. Also in our opinion, management's assessment that the Company
maintained effective internal control over financial reporting as of December
31, 2004, is fairly stated, in all material respects, based on the criteria
established in Internal Control -- Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Furthermore, in our
opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2004, based on the criteria
established in Internal Control -- Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission.
Deloitte & Touche LLP
Detroit, Michigan
March 14, 2005
31
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
YEARS ENDED DECEMBER 31,
2003 2004
-------- --------
ASSETS
Current Assets:
Cash and cash equivalents $ 715 $ 17,551
Accounts receivable, trade, net 34,030 51,895
Note Receivable 1,799 1,000
Inventories, net 14,543 20,588
Deferred income taxes - 101
Income taxes refundable 5,920 -
Prepaid expenses and other 3,909 3,973
-------- --------
Total Current Assets 60,916 95,108
Property, Plant & Equipment, net 47,119 49,759
Other Assets:
Goodwill 11,839 20,287
Other intangible assets, net 183 1,967
Other assets, net 12,890 11,597
-------- --------
Total Other Assets 24,912 33,851
Assets Held for Sale 10,036 3,760
-------- --------
TOTAL ASSETS $142,983 $182,478
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 29,517 $ 52,736
Accrued liabilities 4,967 3,229
Income taxes payable - 2,311
Current maturities of long-term debt 9,999 254
Deferred income taxes 54 -
-------- --------
Total Current Liabilities 44,537 58,530
Long-Term Liabilities:
Deferred income taxes 3,860 5,994
Convertible subordinated debentures 7,026 38,371
Long-term debt, excluding current maturities 35,974 -
-------- --------
Total Long-Term Liabilities 46,860 44,365
Liabilities Held for Sale 775 -
Commitments and Contingencies (Note H)
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, authorized 20,000,000 shares, issued
9,013,277 and 9,291,762 in 2003 and 2004, respectively 9 9
Additional paid-in capital 38,161 53,782
Retained earnings 12,490 24,184
Accumulated other comprehensive income, net 151 1,608
-------- --------
TOTAL STOCKHOLDERS' EQUITY 50,811 79,583
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $142,983 $182,478
======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS
32
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
2002 2003 2004
------------ ------------ ------------
Net sales $ 120,800 $ 183,759 $ 332,611
Cost of sales 102,904 156,909 294,680
------------ ------------ ------------
Gross margin 17,896 26,850 37,931
Selling, general and administrative expenses 10,268 12,235 15,867
------------ ------------ ------------
Operating profit 7,628 14,615 22,064
Interest income 978 596 351
Interest expense (836) (2,419) (3,547)
Gain on value of convertible option derivative liability - - 2,458
Litigation settlement (1,098) 73 -
Other, net (935) 942 343
------------ ------------ ------------
Earnings from continuing operations before income taxes
and extraordinary items 5,737 13,807 21,669
Income tax expense 1,666 4,673 6,308
------------ ------------ ------------
Earnings from continuing operations before extraordinary items 4,071 9,134 15,361
Preferred stock dividends 10 - -
------------ ------------ ------------
Earnings on common shares from continuing operations
before extraordinary items 4,061 9,134 15,361
Discontinued Operations:
(Loss) from discontinued operations, net of income taxes of $(8,338),
$(571) and $(62) for 2002, 2003 and 2004, respectively (17,405) (3,221) (121)
Gain (loss) on sale of discontinued operations, net of income taxes
of $90, $(349), and $62 for 2002, 2003 and 2004, respectively 174 (677) 121
------------ ------------ ------------
Earnings (loss) on common shares before extraordinary items (13,170) 5,236 15,361
Extraordinary item - gain on acquisition, net of income taxes
of $198 for 2002 315 - -
------------ ------------ ------------
Net earnings (loss) on common shares $ (12,855) $ 5,236 $ 15,361
============ ============ ============
BASIC EARNINGS (LOSS) PER COMMON SHARE:
Earnings from continuing operations before extraordinary items $ 0.57 $ 1.17 $ 1.57
(Loss) from discontinued operations (2.49) (0.41) (0.01)
Gain (loss) on sale of discontinued operations 0.03 (0.09) 0.01
Extraordinary items 0.05 - -
------------ ------------ ------------
Basic earnings (loss) per common share $ (1.84) $ 0.67 $ 1.57
============ ============ ============
Basic weighted average common shares outstanding 6,995,153 7,779,472 9,131,502
============ ============ ============
DILUTED EARNINGS (LOSS) PER COMMON SHARE:
Earnings from continuing operations before extraordinary items $ 0.57 $ 1.09 $ 1.44
(Loss) from discontinued operations (2.43) (0.36) (0.01)
Gain (loss) on sale of discontinued operations 0.02 (0.07) 0.01
Extraordinary items 0.04 - -
------------ ------------ ------------
Diluted earnings (loss) per common share $ (1.80) $ 0.66 $ 1.44
============ ============ ============
Diluted weighted average common shares outstanding and equivalents 7,158,982 9,044,376 10,341,611
============ ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS
33
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share data)
Accumulated
Additional Other
Common Paid-in Retained Comprehensive
Stock Capital Earnings Income(Loss Total
------ ---------- -------- ------------- --------
BALANCE AT DECEMBER 31, 2001 7 22,985 24,857 (468) 47,381
Issuance of 10,000 shares of common stock
as payment for services provided - 90 - - 90
Reclasssification of 107,452 shares of common stock
in connection with put option expiration - 762 - - 762
Issuance of 62,783 shares of common stock
in connection with options exercise - 181 - - 181
Issuance of 31,646 shares of common stock
in connection with warrant execution 1 (1) - - -
Issuance of 16,041 shares of common stock
in connection with stock incentive program - 115 - - 115
Dividends paid on redeemable preferred stock - - (10) - (10)
Issuance of 13,467 shares of common stock
as director compensation - 175 - - 175
Issuance of 925,000 shares of common stock
in connection with equity offering 1 8,567 - - 8,568
Dividends paid on common stock - - (2,247) - (2,247)
Net (loss) - - (12,845) - (12,845)
Equity adjustment from foreign currency translation, net - - - (109) (109)
-- -------- -------- ------- --------
BALANCE AT DECEMBER 31, 2002 9 32,874 9,755 (577) 42,061
Issuance of 125,000 shares of common stock
in connection with options exercise - 1,191 - - 1,191
Issuance of 13,201 shares of common stock
in connection with executive compensation - 150 - - 150
Issuance of 17,688 shares of common stock
in connection with stock incentive program - 153 - - 153
Issuance of 29,362 shares of common stock
as director compensation - 248 - - 248
Issuance of 247,748 shares of common stock
in connection with conversion of subordinated debentures - 3,545 - - 3,545
Dividends paid on common stock - - (2,501) - (2,501)
Net Earnings - - 5,236 - 5,236
Equity adjustment from foreign currency translation, net - - - 728 728
-- -------- -------- ------- --------
BALANCE AT DECEMBER 31, 2003 9 38,161 12,490 151 50,811
Issuance of 281,806 shares of common stock
in connection with options exercise - 4,025 - - 4,025
Issuance of 2,620 shares of common stock
in connection with stock incentive program - (24) - - (24)
Issuance of 4,986 shares of common stock
as director compensation - 145 - - 145
Issuance of 814,855 shares of common stock
in connection with conversion of subordinated debentures - 11,475 - - 11,475
Dividends paid on common stock - - (3,667) - (3,667)
Net Earnings - - 15,361 - 15,361
Equity adjustment from foreign currency translation, net - - - 1,457 1,457
-- -------- -------- ------- --------
BALANCE AT DECEMBER 31, 2004 $9 $ 53,782 $ 24,184 $ 1,608 $ 79,583
== ======== ======== ======= ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS
34
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
2002 2003 2004
--------- ------- --------
Net earnings (loss) on common shares $ (12,855) $ 5,236 $ 15,361
Other comprehensive income (loss), equity adjustment
from foreign currency translation, net of tax (109) 728 1,457
--------- ------- --------
Comprehensive income (loss), net of tax $ (12,964) $ 5,964 $ 16,818
========= ======= ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS
35
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
2002 2003 2004
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings from continuing operations before extraordinary items $ 4,071 $ 9,134 $ 15,361
Adjustments to reconcile net earnings to net cash provided by operations
Interest expense 37 548 1,943
Depreciation of property, plant and equipment 5,671 6,987 9,366
Amortization of intangible assets 200 200 338
Deferred income taxes (6,534) 8,414 1,860
Impairment of real estate held for sale 852 - 129
(Gain) loss on sale of fixed assets (28) - 209
Gain on value of convertible option derivative liability - - (2,458)
Stock compensation expense 176 427 228
Changes in operating assets and liabilities, net of effects of acquisitions
Increase in accounts receivable (1,257) (11,357) (11,722)
Increase in inventories (286) (7,399) (3,109)
Increase (decrease) in prepaid expenses (593) (1,272) 273
Increase in accounts payable 3,217 9,656 16,951
Decrease in other operating assets 610 32 (39)
Increase (decrease) in income taxes payable or refundable 242 (5,671) 8,203
Increase (decrease) in accrued liabilities 1,681 (497) (3,680)
-------- -------- --------
Net cash provided by continuing operations 8,059 9,202 33,853
Net cash provided by (used in) discontinued operations (4,137) (2,537) (99)
-------- -------- --------
Net cash provided by operating activities 3,922 6,665 33,754
CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from sales of discontinued operations 14,000 2,000 5,455
Purchase of property, plant and equipment (14,949) (9,764) (8,580)
Proceeds from sale of property, plant and equipment 6,241 - 32
Other investments (27) - -
Proceeds from Notes Receivable on sale of discontinued operations - 4,243 2,715
Acquisitions of businesses, net of cash acquired - (89) (13,605)
-------- -------- --------
Net cash provided by (used in) investing activities 5,265 (3,610) (13,983)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 8,750 1,191 4,024
Proceeds from issuance of convertible subordinated debentures - - 40,000
Redemption of putable common stock (442) - -
Redemption of preferred stock (250) - -
Redemption of convertible subordinated debentures - - (995)
Redemption of junior subordinated debentures - (3,468) -
Dividends paid on preferred stock (10) - -
Dividends paid on common stock (2,247) (2,501) (3,667)
Payments on long-term debt (275) (250) (937)
Financing fees (1,000) (328) (1,871)
Net borrowings (payments) on credit facility (13,393) 1,601 (40,008)
-------- -------- --------
Net cash used in financing activities (8,867) (3,755) (3,454)
Effect of exchange rate changes on cash (109) 261 519
Net increase (decrease) in cash 211 (439) 16,836
Cash and cash equivalents at beginning of period 943 1,154 715
-------- -------- --------
Cash and cash equivalents at end of period $ 1,154 $ 715 $ 17,551
======== ======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS
36
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
SUPPLEMENTAL CASH FLOW DISCLOSURE
(in thousands)
2002 2003 2004
------ ------- --------
Cash paid for interest $3,306 $ 3,173 $ 2,134
Cash paid (refund received) for taxes, net 510 1,790 (5,468)
Fair value of assets acquired, including goodwill - 1,345 21,511
Liabilities assumed - (453) (7,881)
Debt issued - (797) -
Cash paid, net - 95 13,605
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
During 2002, the Company exchanged an account receivable from SET of $2.0
million for certain equipment with a fair market value of $2.0 million.
During 2002, the market price requirement of 107,452 shares of the
Company's putable common stock that was issued in connection with the
acquisition of DSI in 2000 was met, resulting in the put option expiring.
Therefore, the common stock was reclassified from long-term debt to
stockholders' equity.
During 2003, approximately $3.5 million of convertible subordinated
Debentures were converted into 247,748 shares of the Company's Common Stock.
During 2003, the Company exchanged its $7.6 million non-convertible,
non-voting redeemable 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. In addition, the Company was
issued 4% of the outstanding common stock of SET. The excess of the estimated
fair values of the preferred and common stock received over the carrying value
of the redeemable preferred stock has been recorded on the Company's books as a
component of other income in the statement of operations for approximately $0.3
million.
During 2003, the Company sold its logistics business for approximately
$11.1 million, including $2.0 million in cash and approximately $9.1 million in
notes.
During 2004, the Company converted $11.5 million of its 1998 6%
Convertible Subordinated Debentures into 814,855 shares of common stock.
During 2004, the Company issued $40 million in 4% Convertible Subordinated
Notes ("Notes"). Pursuant to SFAS 133, the Company recorded an embedded
derivative liability related to the terms of the convertible option of $3.5
million along with a corresponding amount of debt discount at issuance. The
change in value of the embedded derivative liability was recorded as a gain or
charge to income or expense. The debt discount balance is being accreted to the
par value of the Notes over the term of the Notes. The Notes were amended to
eliminate the derivative liability and the remaining debt discount, net of the
value of the derivative liability at the time of the amendment, is being
amortized over the remaining term of the Notes. The balance of debt discount at
December 31, 2004 was $1.6 million.
37
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE A - - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements include Noble
International, Ltd. and its wholly-owned subsidiaries. The following chart
outlines the wholly-owned subsidiaries of the Company and their current status.
WHOLLY-OWNED SUBSIDIARIES OF NOBLE INTERNATIONAL LTD.
Subsidiary Acquired/Formed Status
---------- --------------- ------------------
Noble Silao de Mexico, S. de R.L. de C.V Formed - 2005 Active
Noble Metal Processing de Mexico, S. de R.L. de C.V Formed - 2005 Active
NMP Holding de Mexico, S. de R.L. de C.V Formed - 2005 Active
Noble Metal Processing - Australia Pty Formed - 2004 Active
Prototech Laser Welding, Inc. ("LWI") Acquired - 2004 Active
Noble Tubular Products, Inc. ("Prototube") Acquired - 2003 Active
Noble Metal Processing, Inc. ("NMP") Acquired - 1997 Active
Noble Land Holdings, Inc. ("Land Holdings") Formed - 1997 Active
Noble Manufacturing Group, Inc. (formerly Noble Techonologies, Inc.) ("NMG") Formed - 1998 Active
Noble Metal Processing Canada, Inc. ("NMPC") Acquired - 1997 Active
Noble Metal Processing - Kentucky, LLC ("NMPK") Formed - 2001 Active
Peco Manufacturing, Inc. ("Peco") Acquired - 2001 Sold - 2004
Pro Motorcar Products, Inc. ("PMP") Acquired - 2000 Sold - 2004
Pro Motorcar Distribution, Inc. ("PMD") Acquired - 2000 Sold - 2004
Monroe Engineering Products, Inc ("Monroe") Acquired - 1996 Sold - 2004
Noble Logistic Services, Inc. (formerly Assured Transportation & Delivery,
Inc. and Central Transportation & Delivery, Inc.) ("NLS-CA") Acquired - 2000 Assets Sold - 2003
Noble Logistic Services Holdings, Inc. (formerly Dedicated Services
Holdings, Inc. ("NLS-TX") Acquired - 2000 Sold - 2003
Noble Construction Equipment, Inc. (formerly Construction Equipment
Direct, Inc.) ("NCE") Acquired - 2001 Inactive
Noble Components & Systems, Inc. Formed - 1998 Inactive
Noble Logistics Services, Inc. ("NLS-MI") Formed - 2000 Inactive
38
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
All significant inter company balances and transactions have been
eliminated in consolidation. All amounts related to discontinued operations in
fiscal 2002, 2003 and 2004 have been reclassified in prior fiscal years'
financial statements in order to conform to the current year presentation.
NATURE OF OPERATIONS
Noble International Ltd., through its subsidiaries, is a full-service
provider and industry leader of tailored laser welded blanks and tubular
products for the automotive industry. The principal markets for its products and
services are North America and Australia.
SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in
the preparation of the accompanying financial statements follows below.
Revenue Recognition and Accounts Receivable
Consistent with Securities and Exchange Commission Staff Accounting
Bulletin No. 104, revenue is realized or realizable and earned when there is
persuasive evidence that an arrangement exists, the delivery has occurred or
services have been rendered, the Company's price to the customer is fixed or
determinable, and collectibility is reasonably assured. On a regular basis the
Company evaluates the credit risk of customers and collection risk of
outstanding accounts receivable. Based upon its analysis at December 31, 2003
and 2004, the Company recorded an allowance for doubtful accounts of $0.1
million and $0.2 million, respectively. In 2002, National Steel filed for
bankruptcy protection. As a result of this event, the Company recorded bad debt
expense of approximately $1.2 million in 2002. In 2003, Rouge Industries and its
subsidiary, Rouge Steel, filed for bankruptcy protection. As a result of this
event, the Company recorded bad debt expense of $0.4 million in the fourth
quarter of 2003. In 2004, Stelco, Inc. filed for bankruptcy protection. As a
result of this event, the Company recorded bad debt expense of approximately
$0.3 million in 2004.
The Company participates in steel re-sale programs with several of its
customers. As a participant in these programs, the Company purchases steel from
the customer, blanks and welds the steel, and sells a finished laser-welded
blank to the customer. The Company records Sales for the steel content included
in the product including a mark-up for processing and records the cost of the
steel content in Cost of Sales. This accounting treatment is consistent with
Emerging Issues Task Force (EITF) No. 99-19 "Reporting Revenue Gross as a
Principal versus Net as an Agent." The Company acts as principal in the
transaction, takes title to the products, and has risks and rewards of
ownership.
The Company records amounts billed to customers for shipping and handling
in Sales and costs incurred for shipping and handling in Cost of Sales. This
accounting treatment is consistent with EITF No. 00-10 "Accounting for Shipping
and Handling Fees and Costs."
Cash and Cash Equivalents
All highly liquid investments with maturities of less than three months
are considered to be cash equivalents.
39
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Inventories
Inventories are stated at the lower of cost, determined on a first-in,
first-out basis, or market.
Property, Plant, and Equipment
Property, plant and equipment are stated at cost less accumulated
depreciation. Depreciation is determined using the straight line method over the
estimated useful lives of the assets, which range from 3 to 10 years for
machinery and equipment. Leasehold improvements are depreciated over the lives
of the leases or estimated useful lives of the assets, whichever is less.
Expenditures for maintenance and repairs are expensed as incurred. When assets
are sold or otherwise retired, the cost and accumulated depreciation are removed
from the books and the resulting gain or loss is included in other income and
expense. The Company capitalizes interest costs associated with construction in
progress consistent with SFAS No. 34 "Capitalization of Interest Cost."
Capitalized interest costs in 2002, 2003 and 2004 were $0.3 million, $0.5
million and $0.3 million, respectively.
Goodwill and Other Intangible Assets
The Company records goodwill when the cost exceeds the fair value of net
assets acquired. As required under Statement of Financial Accounting Standards
("SFAS") No. 142 goodwill and other intangible assets are no longer amortized;
instead, management will evaluate at least annually the carrying value of its
businesses and determine if any impairment exists. The Company determined that
goodwill and other intangible assets were not impaired. As of December 31, 2003
and 2004 the Company's continuing operations had goodwill of $11.8 million and
$20.3 million, respectively. The change in goodwill during 2004 is a result of
the acquisition of LWI, which resulted in goodwill of approximately $8.5
million.
For fiscal year 2004, no goodwill or other intangible assets related to
continuing operations were impaired or disposed. Refer to Note B for discussion
regarding the impairment of goodwill as it relates to the Company's logistics
and distribution operations which are included in discontinued operations for
2003 and prior years.
Covenants not to compete attributable to continuing operations are
amortized over the life of the agreement, which typically is three to five
years. As of December 31, 2004 the covenants not to compete were fully
amortized. Annual amortization expense for these covenants for fiscal years
2002, 2003 and 2004 was $0.2 million.
Consistent with SFAS 141, "Business Combinations," in conjunction with the
purchase of LWI, an intangible asset apart from Goodwill was recognized related
to the fair value of the customer contracts acquired with the purchase of LWI. A
fair value of $2.1 million was determined for these contracts at the time of
acquisition using a discounted cash flow model. This intangible asset is being
amortized over ten years based upon the lives of the acquired contracts and the
lives of follow-on contracts expected to be awarded on the same business. The
Company recognized $0.2 million of amortization expense in 2004 related to this
intangible asset.
40
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
Impairment of Long-Lived Assets
The Company periodically evaluates the carrying value of its long-lived
assets including investments in accordance with SFAS 144, based on an evaluation
of remaining useful lives and upon the estimated cash flows to be generated by
these assets. The impairment review is generally triggered when such events as a
significant industry downturn, product discontinuance, plant closures, product
dispositions, technological obsolescence or other changes in circumstances
indicate that the carrying amount may not be recoverable. When such events
occur, the Company evaluates the book value against the fair value of the
assets.
During the fourth quarter of 2003, the Company made the decision to exit
the distribution business and after estimating the net proceeds from a sale of
the business, recorded a goodwill impairment charge of $2.0 million.
The Company made the decision to exit the logistics business segment in
the fourth quarter of 2002. The Company began discussions with potential buyers
and determined that the business was impaired. An impairment charge primarily
related to goodwill of $19.9 million was recorded in December 2002. Refer to
Note B for further discussion with respect to the discontinued operations of the
logistics and distribution segments.
In addition, the Company has classified certain real estate holdings as
assets held for sale. In 2002, the Company determined that the fair value of the
properties held for sale was lower than the carrying value and therefore
recorded a $0.9 million impairment charge in fourth quarter of 2002. Those
properties were sold in 2003 and 2004. At December 31, 2004, the Company has a
real estate property classified as held for sale. During 2004, it was determined
that the fair value of the property was less than the carrying value and the
Company recorded a charge of $0.1 million to write the carrying value to the
estimated fair value. The Company expects to sell the property or place it back
into fixed assets by September 2005.
Stock-Based Compensation
As permitted under SFAS Statement No. 123, "Accounting for Stock Based
Compensation", the Company accounts for its Stock Option and Stock Incentive
Plans (the "Plans") under APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. Accordingly, no compensation cost has
been recognized under the Plans. Had compensation cost been determined based on
the fair value at the grant dates for awards under the Plan consistent with the
method of SFAS 123, the Company's net earnings and earnings per share would have
been reduced to the pro forma amounts indicated in the following table for the
years ended December 31, 2002, 2003 and 2004 (in thousands, except per share
data):
41
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
2002 2003 2004
-------- -------- ---------
Net earnings on common shares from continuing operations
As reported $ 4,061 $ 9,134 $ 15,361
Less: Total employee stock option expense under the
fair value method, net of related tax effects 320 184 170
-------- -------- ---------
Pro forma $ 3,741 $ 8,950 $ 15,191
Basic earnings per share from continuing operations
As reported $ 0.57 $ 1.17 $ 1.57
Pro forma $ 0.53 $ 1.15 $ 1.55
Diluted earnings per share from continuing operations
As reported $ 0.57 $ 1.09 $ 1.44
Pro forma $ 0.52 $ 1.07 $ 1.43
Fair values of options granted were determined using the Black-Scholes
option pricing model based on the assumptions of 2.82% and 2.94% risk-free
interest rate for 2002, and 2003; dividend yield of 4.0% and 1.7% for 2002 and
2003, respectively; expected life of 5 years and expected volatility of 210% and
45% for 2002 and 2003, respectively. The weighted average fair value of options
granted were $6.80 and $3.77 during 2002 and 2003, respectively. There were no
options granted during 2004.
See discussion of New Accounting Pronouncements for impact of issuance of
Statement of Accounting Standard No. 123 (revised 2004), "Share-Based Payment"
("SFAS 123R") which revises SFAS 123, "Accounting for Stock-Based Compensation."
Income Taxes
The Company accounts for income taxes using an asset and liability
approach that requires the recognition of deferred tax assets and liabilities,
net of any valuation allowance, for the expected future tax consequences
attributable to deductible temporary 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 carry forwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years when 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.
Fair Value of Financial Instruments
The Company's financial instruments include cash, accounts receivable,
accounts payable, accrued liabilities, notes receivable and long-term debt. The
carrying value of these instruments approximates their estimated fair value.
42
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, revenues and expenses, 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 these
estimates.
Foreign Currency Translation
Balance sheet accounts of the Company's foreign operations for which the
local currency is the functional currency is translated into U.S. dollars at
period-end exchange rates, while income, expenses and cash flows are translated
at average exchange rates during the period. Translation gains or losses related
to net assets of such operations are shown as accumulated comprehensive loss in
stockholders' equity in the balance sheet and separately as a component of
comprehensive income in the statement of comprehensive income. Gains and losses
resulting from foreign currency transactions, which are transactions denominated
in a currency other than the functional currency, are considered to be realized
and are included as a component of other income in the consolidated statement of
operations. In the year ended December 31, 2004, the Company recognized a loss
of $0.1 million from foreign currency transactions related to U.S. dollar
denominated accounts receivables at its Canadian location. The exposure related
to this foreign currency transaction risk was eliminated at December 31, 2004.
Earnings (loss) per share
Basic earnings (loss) per share exclude dilution and are computed by
dividing income (loss) available to common stockholders by the weighted-average
common shares outstanding for the period. Diluted earnings (loss) 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 convertible subordinated Debentures equating to approximately 1.1
million shares were not included in the calculation of diluted earnings per
share in 2002 as their inclusion would have been anti-dilutive.
On March 26, 2004, the Company issued $40 million in 4% unsecured
convertible subordinated notes (the "Notes") in a private placement. The holders
of the Notes had a right from issuance to the date of the amendment in the
fourth quarter of 2004 to participate in dividends declared and paid to the
Company's common shareholders to the extent that such dividends exceed $0.48 per
share (in any twelve month period) within the initial three year term on the
Notes. The holders' participation rights were only on the amount, if any, in
excess of $0.48 per share. The holders were not entitled to participate in any
dividends after the initial three year term.
43
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
As a result of the participation right related to the Notes, in accordance
with EITF 03-6: "Participating Securities and the Two Class Method under SFAS
128, Earnings Per Share," for purposes of calculating basic earnings per share,
undistributed earnings were allocated to common stock and the Notes holders
based upon the assumption that all of the earnings for the period are
distributed. If earnings for a given period exceed $0.48 per share,
undistributed earnings in excess of $0.48 per share are allocated to the Notes
holders according to the terms of the Notes. In the fourth quarter of 2004, the
Notes were amended to eliminate the participating feature. For the year ended
December 31, 2004, basic earnings per share is computed using the two-class
method for the period of time (from issuance to the amendment date in the fourth
quarter of 2004) during which the holders of the Notes had a participating right
and based upon net earnings calculated as detailed in following schedule (in
thousands of dollars):
2004
---------------
Net earnings on common shares as reported $ 15,361
Net earnings allocated to participating securities (1,040)
---------------
Net earnings after allocation to participating securities $ 14,321
===============
The following tables reconcile the numerator and denominator to calculate
basic and diluted earnings (loss) on common shares before extraordinary items
and discontinued operations for the years ended December 31, 2002, 2003 and 2004
(in thousands, except share and per share amounts).
44
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
EARNINGS BEFORE
EXTRAORDINARY SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
--------------- ------------- ----------
FISCAL YEAR 2002
Basic earnings per common share:
Earnings on common shares from continuing operations
before extraordinary items $ 4,061 6,995,153 $ 0.58
Effect of dilutive securities:
Contingently issuable shares - 137,245 (0.01)
Stock options and warrants - 26,584 -
--------------- ------------- ----------
Earnings from continuing operations
per common share assuming dilution $ 4,061 7,158,982 $ 0.57
=============== ============= ==========
FISCAL YEAR 2003
Basic earnings per common share:
Earnings on common shares from continuing operations
before extraordinary items $ 9,134 7,779,472 $ 1.17
Effect of dilutive securities:
Contingently issuable shares - 26,296 -
Convertible debentures 717 1,106,540 (0.06)
Stock options and warrants - 132,068 (0.02)
--------------- ------------- ----------
Earnings from continuing operations
per common share assuming dilution $ 9,851 9,044,376 $ 1.09
=============== ============= ==========
FISCAL YEAR 2004
Basic earnings per common share:
Earnings on common shares from continuing operations
before extraordinary items $ 14,321 9,131,502 $ 1.57
Effect of dilutive securities:
Contingently issuable shares - 18,525 -
Convertible debentures (426) 1,094,036 (0.21)
Net earnings allocated to participating securities 1,040 - 0.11
Stock options and warrants - 97,548 (0.02)
--------------- ------------- ----------
Earnings from continuing operations
per common share assuming dilution $ 14,935 10,341,611 $ 1.44
=============== ============= ==========
45
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
The diluted EPS net earnings adjustment related to convertible debentures
are as follows:
2003 2004
---------- ---------
Interest on convertible debentures, net of tax 717 1,204
Amortization of debt discount - 828
Gain on value of convertible option derivative laibility - (2,458)
---------- ---------
$ 717 $ (426)
========== =========
Comprehensive Income
The Company reports comprehensive income in the financial statements
pursuant to SFAS 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.
NEW ACCOUNTING PRONOUNCEMENTS
In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") 151, "Inventory Costs - an
amendment of ARB No. 43, Chapter 4." SFAS 151 clarifies the accounting for
abnormal amounts of idle facility expenses, freight, handling costs, and
spoilage. It also requires that the allocation of fixed production overhead to
inventory be based on the normal capacity of production facilities. SFAS 151 is
effective for the Company beginning fiscal year 2006. The implementation of SFAS
151 is not expected to have a significant impact on the Company.
In December 2004, the FASB issued SFAS 123 (revised 2004), "Share-Based
Payment" ("SFAS 123R") which revises SFAS 123, "Accounting for Stock-Based
Compensation." SFAS 123R also supersedes Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," and amends SFAS 95, "Statement
of Cash Flows." Under SFAS 123 companies could either recognize the fair value
of stock options as a period expense or disclose the pro forma impact of the
fair value of stock options in the notes to the financial statements. Under SFAS
123, the Company has disclosed the pro forma impact of the fair value of stock
options in the Significant Accounting Policy titled Stock-Based Compensation.
SFAS 123R requires that the fair value of all share-based payments to employees,
including the fair value of grants of employee stock options, to be recognized
as a period expense, generally over the option vesting period. SFAS 123R will be
effective for the Company beginning in the third quarter of 2005. The Company is
currently evaluating its transition alternatives and the effect of this
Statement on the Company, which will be dependent in large part upon future
equity-based grants.
46
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
In December 2004, the FASB issued FASB Staff Position (FSP) No. 109-2,
"Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
Provision within the American Jobs Creation Act of 2004" (FSP 109-2). FSP 109-2
provides guidance under FASB Statement No. 109, "Accounting for Income Taxes,"
with respect to recording the potential impact of the repatriation provisions of
the American Jobs Creation Act of 2004 (the Jobs Act) on enterprises' income tax
expense and deferred tax liability. The Jobs Act was enacted on October 22,
2004. FSP 109-2 does not have a significant impact on the Company's results of
operations or financial position for the year ended December 31, 2004, and the
Company does not anticipate that it will have a significant impact going
forward.
NOTE B - DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE
HEAVY EQUIPMENT
On December 31, 2002 the Company completed the sale of its heavy equipment
segment ("NCE") for $14.0 million in cash to an entity in which the Company's
Chairman and another officer have an interest. Due to the related party nature
of the transaction, an independent committee of the board of directors was
formed to evaluate, negotiate and complete the sale of this business. In
addition, an independent fairness opinion related to the sale was obtained. The
Company sold this segment in order to focus on its core automotive operations.
The sale resulted in a pre-tax gain of $0.3 million. Condensed financial
information relating to the discontinued heavy equipment operations follows (in
thousands).
Results of operations and gain from sale: 2002
----------------------------------------- ----------
Net sales $ 42,548
Gross profit 3,592
Operating expenses 4,763
Operating (loss) (1,172)
Interest expense, net 478
(Loss) from operations, net of tax (1,588)
Gain from sale, net of tax 174
LOGISTICS
During the fourth quarter of 2002 the Company made the strategic decision
to focus on its core automotive business and exit its logistics segment. The
Company completed the sale of this operation in March 2003. Refer to Note L. As
a result of the decision the Company was required to value the business at its
fair value based on an anticipated sales price in accordance with SFAS 144. To
this end the Company incurred an impairment charge of $19.9 million in the
fourth quarter of 2002 primarily related to goodwill. Condensed financial
information relating to the discontinued logistics operations and net assets of
discontinued operations held for sale follows (in thousands):
47
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE B - DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (CONTINUED)
Results of operations and loss from sale: 2002 2003 2004
----------------------------------------- ---- ---- ----
Net sales $ 65,795 $ 14,800 $ -
Gross profit 12,530 2,401 -
Operating expenses 15,095 3,975 -
Asset impairment charge 19,911 - -
Operating (loss) (22,476) (1,574) (183)
Interest expense, net 1,851 409 -
(Loss) from operations, net of tax (16,308) (1,355) (121)
(Loss) from sale, net of tax - (677) -
DISTRIBUTION
During the fourth quarter of 2003, the Company made the decision to exit
the distribution business. The sale of the distribution business was completed
on January 28, 2004 for approximately $5.5 million in cash to an entity in which
the Company's Chairman and another officer have an interest. Due to the related
party nature of the transaction, an independent committee of the board of
directors was formed to evaluate, negotiate and complete the sale of the
business. In addition, an independent fairness opinion related to the sale was
obtained. In the fourth quarter of 2003, the Company made the strategic decision
to focus on its core automotive business and as a result classified the
distribution business in discontinued operations for fiscal years 2003 and
prior. In accordance with SFAS 144, the Company valued the business based upon
the estimated net proceeds from the anticipated sale. As a result, an impairment
charge of approximately $2.0 million was recorded. Condensed financial
information relating to the discontinued distribution business and net assets of
discontinued operations held for sale follows (in thousands):
48
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE B - DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (CONTINUED)
Results of operations and gain from sale: 2002 2003 2004
- ----------------------------------------- ---- ---- ----
Net sales $ 4,428 $ 4,678 $ -
Gross profit 2,473 2,283 -
Operating expenses 1,621 1,853 -
Asset impairment charge - 1,978 -
Operating income (loss) 852 (1,548) -
Interest expense, net 92 271 -
Gain (loss) from operations, net of tax 490 (1,867) -
Gain from sale, net of tax - - 121
Net assets of discontinued operations held for sale: 2003
- ---------------------------------------------------- ----
Current assets $ 2,241
Property, plant and equipment, net 739
Other assets 2,729
--------
Total assets $ 5,709
========
Current liabilities $ 325
Other liabilities 450
--------
Total liabilities 775
--------
Net assets of discontinued operations held for sale $ 4,934
========
During fiscal year 2002 and 2003, the Company decided to sell certain real
estate assets. As a result, this real estate was reclassified as "Assets Held
for Sale" on the consolidated balance sheet. As of December 31, 2003 and
December 31, 2004 the real estate held for sale had a book value of $4.3 million
and $3.8 million, respectively. During 2003 and 2004, the Company sold two of
the properties at their approximate carrying values. As of December 31, 2004 the
Company had one property classified in Assets Held for Sale. During 2004, the
Company determined that the fair value of the property was less than the
carrying value of the property and recorded a charge of $0.1 million to write
the asset down to its estimated fair value. The Company expects to sell the
property or place it back into fixed assets by September 30, 2005.
NOTE C - GOODWILL AND OTHER INTANGIBLE ASSETS
Components of Goodwill at December 31, 2003 and 2004 are as follows (in
thousands):
NMP PROTOTUBE LWI TOTAL
PURCHASE PURCHASE PURCHASE GOODWILL
-------- -------- -------- --------
Goodwill, December 31, 2003 $ 11,463 $ 376 $ - $ 11,839
Purchase of LWI - - 8,448 8,448
-------- ----- ------ --------
Goodwill, December 31, 2004 $ 11,463 $ 376 8,448 $ 20,287
======== ===== ====== ========
49
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE C - GOODWILL AND OTHER INTANGIBLE ASSETS (CONTINUED)
Consistent with SFAS 141, "Business Combinations," in conjunction with the
purchase of LWI, an intangible asset apart from Goodwill was recognized related
to the fair value of the customer contracts acquired with the purchase of LWI. A
fair value of $2.1 million was determined for these contracts at the time of
acquisition using a discounted cash flow model. This intangible asset is being
amortized over ten years based upon the lives of the acquired contracts and
follow-on contracts expected to be awarded on the same business. Accordingly,
annual amortization expense is expected to be $0.2 million. This amortization is
not deductible for tax purposes unless the entity is sold.
Total amortization expense for all intangible assets was $0.2 million,
$0.2 million and $0.3 million for the years ended December 31, 2002, 2003 and
2004, respectively. Components of other intangible assets, net (in thousands)
are as follows:
DECEMBER 31, 2003 DECEMBER 31, 2004
GROSS ACCUM GROSS ACCUM
VALUE AMORT NET VALUE VALUE AMORT NET VALUE
----- ----- --------- ----- ----- ---------
Value of customer contracts - LWI acquisition $ - $ - $ - $ 2,073 $ (155) $ 1,918
Legal costs related to patent filing - - - 49 - 49
Covenants not to compete 1,400 (1,217) 183 1,400 (1,400) -
------- ------- -------- ------- ------- -------
Other Intangible Assets, net $ 1,400 $(1,217) $ 183 $ 3,522 $(1,555) $ 1,967
======= ======= ======== ======= ======= =======
NOTE D - INVENTORIES, NET
The major components of inventories are as follows (in thousands):
2003 2004
--------- --------
Raw materials $ 5,242 $ 6,621
Work in process 5,067 8,668
Finished goods 4,234 5,416
Reserve for obsolete inventory - (117)
--------- --------
Inventories, net $ 14,543 $ 20,588
========= ========
50
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE E - PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment consisted of the following (in thousands):
2003 2004
--------- --------
Buildings and improvements $ 813 $ 1,001
Machinery and equipment 65,679 72,269
Furniture and fixtures 1,674 2,082
--------- --------
Total, at cost 68,166 75,352
Less accumulated depreciation 22,939 31,829
--------- --------
Total, net 45,227 43,523
Construction in process 1,892 6,236
--------- --------
Total property, plant and equipment, net $ 47,119 $ 49,759
========= ========
NOTE F - OTHER ASSETS
Other assets consisted of the following (in thousands):
2003 2004
--------- --------
Notes receivable - long term - NLS sale $ 3,333 $ 1,417
Series A 8% Preferred stock -
SET Enterprises, Inc. 7,600 7,600
Common stock - SET Enterprises, Inc. 300 300
Deferred financing costs - net 1,129 1,749
Other 528 531
--------- --------
Total $ 12,890 $ 11,597
========= ========
On April 1, 2002, the Company converted its $7.6 million note receivable
in connection with the sale of certain of the Company's operations (Refer to
Note K), including interest, from SET Enterprises, Inc. ("SET") into redeemable
preferred stock of SET. The preferred stock was non-voting and was redeemable at
the Company's option in 2007. The Company agreed to convert the subordinated
promissory note to redeemable preferred stock in order to assist SET in
obtaining capital without appreciably decreasing the Company's repayment rights
or jeopardize SET's minority status. Management believes that continued support
of SET furthers the joint strategic objectives of the two companies.
51
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE F - OTHER ASSETS (CONTINUED)
On August 1, 2003 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. In August of 2004, the Company extended its guarantee
to August 2005. The Company exchanged its $7.6 million non-convertible,
non-voting redeemable preferred stock investment in SET for $7.6 million in
Series A non-convertible, non-voting preferred stock which provides an 8% annual
dividend. The Series A preferred stock is non-redeemable by the Company. The
Series A preferred stock is redeemable by SET at its option. In connection with
the transaction, the Company was issued 4% of the outstanding common stock of
SET. The excess of the estimated fair values of the preferred and common stock
received over the carrying value of the redeemable preferred stock has been
recorded on the Company's books as a component of other income in the 2003
statement of operations for approximately $0.3 million.
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 short-term notes were repaid in full during the third
quarter of 2004. The two long-term notes bear an annual interest rate of 4.5%
and are being repaid in equal monthly installments. As of December 31, 2004 the
Company has received approximately $6.7 million in proceeds from the sale of the
logistics business in addition to the $2.0 million in cash at closing. As of
December 31, 2004, the balance on the long-term notes was $2.4 million.
NOTE G - LINE OF CREDIT AND LONG-TERM DEBT
In March 2004, the Company issued $40.0 million in 4% unsecured
convertible subordinated notes (the "Notes") in a private placement. The Notes
have a three year term, maturing on March 31, 2007 and may be extended another
three years at the holders' option. The Notes are convertible at the holders'
option anytime prior to maturity into shares of the Company's common stock at
$32 per share (subject to adjustment pursuant to the terms of the Note). The
interest rate on the Notes is 4% and is fixed for the entire term. Proceeds from
the Notes were used to reduce the Company's current bank borrowings, including
paying off the term loan balance and reducing amounts outstanding under the
$35.0 million revolving credit facility. The holders of the Notes had a right to
participate in dividends declared and paid to the Company's common shareholders
to the extent that such dividends exceed $0.48 per share (in any twelve month
period) within the initial three year term on the Notes. The holders'
participation rights were only on the amount, if any, in excess of $0.48 per
share. The holders are not entitled to participate in any dividends after the
initial three year term. Pursuant to an amendment to the Notes entered into by
the Company and the holders of the Notes during the fourth quarter of 2004, the
holders of the Notes are no longer able to participate in dividends. In
addition, there is a covenant restricting the Company from paying dividends or
distributions on its common stock in excess of $0.48 per share in any twelve
month period until March 2007. This amendment eliminates the requirement to use
the two-class method for calculating basic earnings per share for future periods
relating to the Notes.
52
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE G - LINE OF CREDIT AND LONG-TERM DEBT (CONTINUED)
The terms of the Notes include a right of the holders of the Notes to
convert the Notes into the Company's common stock at $32 per share. This right
was evaluated by the Company to determine if it gave rise to an embedded
derivative instrument that would need to be accounted for separately in
accordance with Statement of Financial Accounting Standards ("SFAS") 133,
"Accounting for Derivative Instruments and Hedging Activities" and Emerging
Issues Task Force ("EITF") 00-19, "Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock." The
Company concluded that certain provisions which are contingent upon a change in
control of the Company and allow for a net cash settlement of the conversion
option qualified as an embedded derivative and did not meet the scope exceptions
of SFAS 133. Therefore, the Company was required to bifurcate the conversion
option and establish the fair value of the embedded derivative separate from the
debt instrument and record it as a derivative liability. At issuance of the
Notes, the holders' conversion right had an estimated initial fair value of $3.5
million, which was recorded as a discount to the Notes and a derivative
liability on the consolidated balance sheet. The discount on the Notes is being
accreted to par value over the term of the Notes through non-cash charges to
interest expense over the initial three year term. The derivative liability
associated with the conversion option was adjusted for changes in fair value
over the period of time during which the embedded derivative existed with the
corresponding charge or credit to other expense or income. The estimated fair
value of the holder's conversion option was determined using a convertible bond
valuation model which utilizes assumptions including: The historical stock price
volatility; risk-free interest rate; credit spreads; remaining maturity; and the
current stock price. On November 15, 2004 the Company and holders of the Notes
entered into an amendment to the Notes which incorporated changes that
eliminated the embedded derivative liability associated with the Notes. As a
result of the eliminating the embedded derivative liability, the Company is no
longer required to value the derivative after November 15, 2004. The change in
value of the derivative liability from September 30, 2004 to November 15, 2004
resulted in a charge of $0.5 million. The value of the derivative liability of
$0.6 million as of November 15, 2004 was netted against the balance of debt
discount. The remaining balance of debt discount will continue to be amortized
over the remaining term of the Notes. At December 31, 2004 the balance of the
debt discount was $1.6 million.
53
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE G - LINE OF CREDIT AND LONG-TERM DEBT (CONTINUED)
As of December 31, 2004 the Company maintained a $35.0 million secured
credit facility with Comerica Bank N.A. ("Comerica") with a maturity date of
April 2009 ("Credit Facility"). During the second quarter of 2004 the Credit
Facility was amended to, among other things, extend the maturity to April 2009,
reduce the number of participating banks from three to one, and adjust several
financial and other covenants. The Credit Facility consists of a $35.0 million
revolving loan with no borrowing base formula. The term loan portion of the
Credit Facility was paid off using the proceeds from the issuance of the Notes.
There were no outstanding borrowings on the revolving loan at December 31, 2004.
Availability under the Credit Facility was approximately $34.7 million, net of
approximately $0.3 million in outstanding letters of credit at December 31,
2004. 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 Credit
Facility bore interest at an average effective rate of 4.4% for the year ended
December 31, 2004. These borrowings were primarily in the first quarter of 2004
as the Company had no outstanding borrowings under the Credit Facility at
December 31, 2004. As a result of the repayment of the term loan portion of the
credit facility, the Company recorded a write-off of approximately $0.4 million
in deferred financing fees in the first quarter of 2004. The unamortized balance
of origination costs is $0.5 million at December 31, 2004 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, 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 December 31, 2004
the Company is in compliance with all of its financial debt covenants under the
Credit Facility.
As of December 31, 2004, the Company guaranteed $3.0 million of SET
Enterprises, Inc. ("SET") senior debt in connection with its sale of businesses
to SET. During the third quarter of 2004, the Company agreed to extend its
guarantee for one year. 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. As of December 31, 2004, the
Company had not been notified by SET or SET's lender of any default that would
require performance under the guarantee.
54
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE G - LINE OF CREDIT AND LONG-TERM DEBT (CONTINUED)
On July 31, 1998 and concluding August 10, 1998 the Company closed a
private offering of 6% Convertible Subordinated Debentures ("1998 Debentures")
for gross proceeds of $20.76 million. The proceeds were used to reduce the
amount of outstanding advances under the Credit Facility. The 1998 Debentures
were scheduled to mature on July 31, 2005. 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 was required to redeem for cash 25% of the outstanding
principal amount of the Debentures through the maturity date. During 2003, the
holders of approximately $3.5 million in subordinated 1998 Debentures exercised
their option to convert their subordinated Debentures into the Company's common
stock. During 2004, holders of approximately $11.5 million exercised their
option to convert their 1998 Debentures into the Company's common stock. On
February 2, 2004 the Company made a mandatory retirement payment pursuant to the
terms of the 1998 Debentures of $0.8 million. The Company called and
extinguished the remaining $0.2 million balance of the 1998 Debentures in the
fourth quarter of 2004.
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 Junior Notes matured on December 16, 2003 and were redeemed in
full. The warrants expired in 2003.
Long-term debt consisted of the following (in thousands):
2003 2004
-------- --------
Credit Facility $ 40,008 $ -
Economic Development Revenue Bonds, City of Lawrence, Indiana:
floating monthly interest rate (approximately 1.6% in 2004) . Principal payments
of $125,000 and interest are due in semi-annual installments through August 2005. 500 250
6% Convertible Subordinated Debentures due in 2005 12,491 -
4% Convertible Subordinated Notes due in 2007, net of discount of $1,629 - 38,371
Other - 4
-------- --------
52,999 38,625
Less current maturities 9,999 254
-------- --------
$ 43,000 $ 38,371
======== ========
55
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE G - LINE OF CREDIT AND LONG-TERM DEBT (CONTINUED)
The aggregate maturities of long-term debt by year as of December 31, 2004 are
as follows (in thousands):
2005 $ 254
2006 -
2007 38,371
--------
$ 38,625
========
NOTE H - COMMITMENTS AND CONTINGENCIES
The Company leases buildings and equipment under operating leases with
unexpired terms ranging from a month-to-month basis to thirteen years. Rent
expense for all operating leases related to continuing operations (in thousands)
were approximately $3.5 million, $3.7 million and $4.8 million for the years
ended December 31, 2002, 2003 and 2004, respectively.
The future minimum lease payments under these operating leases are as
follows (in thousands):
2005 $ 5,058
2006 4,726
2007 4,333
2008 4,091
2009 4,086
Thereafter 35,184
--------
$ 57,478
========
The Company's lease on its Canadian facility expires in 2005. The Company
expects to exercise its renewal option to extend this lease an additional five
years. All other facility leases expire in 2016 or after.
The Company expects to receive minimum rent payments of approximately $1.1
million per year for the period 2005 through 2016 related to the sublease of a
portion of one of the Company's manufacturing facilities to SET. The Company
received $1.2 million in 2004 from SET related to the sublease of the facility.
In the fourth quarter of 2002 the Company recorded a $1.1 million charge
related to litigation. The Company recorded a charge as a result of tax-related
litigation related to the Company's acquisition of its automotive operations in
1997. Through arbitration, the seller was awarded approximately $1.1 million.
The Company filed an appeal and during 2003 reached an agreement to settle the
litigation, which resulted in recovery of $0.1 million.
The Company is not a party to any legal proceedings other than routine
litigation incidental to its business, none of which would have a material
adverse impact on the Company's financial position, cash flows or results from
operations.
56
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE I - INCOME TAXES
The components of earnings from continuing operations before income taxes
and extraordinary items for fiscal years 2002, 2003 and 2004 are as follows (in
thousands):
2002 2003 2004
------- ------- -------
United States $ 1,910 $11,629 $20,736
Foreign 3,827 2,178 933
------- ------- -------
$ 5,737 $13,807 $21,669
======= ======= =======
Income taxes (benefits) have been charged to continuing operations as
follows (in thousands):
2002 2003 2004
-------- ------- -------
Current
Federal, United States $ 386 $(4,710) $ 4,235
Federal, Foreign 1,303 969 94
------ ------ -------
1,689 (3,741) 4,329
Deferred (23) 8,414 1,979
------ ------ -------
$ 1,666 $ 4,673 $ 6,308
======= ======= =======
A reconciliation of the actual federal income tax expense to the expected
amounts computed by applying the statutory tax rate to earnings from continuing
operations before income taxes and extraordinary items is as follows (in
thousands):
2002 2003 2004
------- ------- -------
Expected federal income tax $ 1,951 $ 4,694 $ 7,430
(Loss) on sale of subsidiaries (168) - -
Difference in foreign & US statutory rates 85 98 -
Nondeductible / non-taxable items 68 64 61
Gain on value of convertible option derivative liability - - (836)
Amortization of debt discount - - 282
General business credit (200) (238) (400)
State taxes (104) - -
Other, net 34 55 (229)
------- ------- -------
Actual income tax expense $ 1,666 $ 4,673 $ 6,308
======= ======= =======
57
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE I - INCOME TAXES (CONTINUED)
The tax effects of temporary differences that give rise to significant
deferred tax assets and liabilities at December 31, 2003 and 2004 are as follows
(in thousands):
2003 2004
------------------------------------------------
Deferred Deferred Deferred Deferred
Asset (Liabilities) Asset (Liabilities)
-------- ------------- -------- ------------
Tax credit carryforwards $ 1,244 $ - $ 166 $ -
Depreciation & amortization 756 (5,371) 1,783 (7,589)
Accrued and prepaid expenses 89 (132) 288 (74)
Investment basis difference 673 - 673 -
------- -------- ------- --------
2,762 (5,503) 2,910 (7,663)
Less: Valuation allowance (1,173) - (1,140) -
------- -------- ------- --------
Total $ 1,589 $ (5,503) $ 1,770 $ (7,663)
======= ======== ======= ========
Of the deferred tax liabilities related to depreciation and amortization,
$0.2 million and $0.4 million are related to the Company's Canadian operations
at December 31, 2003 and 2004, respectively. The remainder of deferred tax
assets and liabilities, including valuation allowances, are attributable to U.S.
operations.
Deferred income tax assets and liabilities are computed annually for
differences between the financial statement and tax basis of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income.
At December 31, 2003, the Company recorded a $1.0 million deferred tax
asset attributable to foreign tax credit carry forwards. Realization of the
foreign tax credit carry forwards is dependent upon generating sufficient
foreign income and United States tax liability during a 5-year carry forward
period. At December 31, 2003 there was sufficient risk that some of these
foreign tax credit carry forwards would expire unused and, accordingly, the
Company recognized an offsetting valuation allowance of $0.5 million. During
2004 there was sufficient foreign income generated and a sufficient United
States tax liability such that the $1.0 million of foreign tax credit carry
forwards is planned to be used to reduce the United States 2004 tax liability.
Accordingly, the tax credit carry forwards have been classified as a reduction
of tax liability at December 31, 2004, and the $0.5 million valuation allowance
recorded at December 31, 2003 has been reversed.
During 2003, management recorded a $2.0 million goodwill impairment charge
related to the Company's distribution business. The goodwill impairment charge
was reflected in discontinued operations. The tax loss attributable to the
impairment charge was realized during the first quarter of 2004 when the
distribution business was sold. The resulting tax loss attributable to the stock
sale results in a capital loss carry forward, which management does not expect
to utilize during the statutory 5-year carry forward period. The Company has
recorded the deferred tax asset of $0.7 million and an offsetting valuation
allowance in the same amount at December 31, 2003 and 2004.
58
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE I - INCOME TAXES (CONTINUED)
At December 31, 2004 the Company recorded a $1.1 million deferred tax
asset related to fixed assets acquired with LWI. Due to uncertainties related to
the future realization of the tax benefits associated with these fixed assets,
the Company recognized an offsetting valuation allowance of $0.5 million. Both
the deferred tax asset and the valuation allowance were included in the purchase
price allocation. Any future changes in the estimate of this valuation allowance
will adjust Goodwill.
Although not assured, management expects the Company to earn sufficient
future income in order to realize the deferred tax assets net of the valuation
allowance, which are recorded at December 31, 2004.
At December 31, 2004, the Company recorded income taxes payable of $2.3
million. Included in this amount is $1.2 million of tax contingencies related to
certain tax positions in a variety of taxing jurisdictions. These liabilities
may be affected by changing interpretations of laws, rulings by tax authorities,
or the expiration of the statute of limitations. Income taxes payable for the
year ended December 31, 2004 have been reduced by $1.7 million due to the income
tax benefit related to the exercise of employee stock options.
NOTE J - RELATED PARTY TRANSACTIONS
On April 22, 2002, the Company completed a sale and leaseback transaction
of its Shelbyville, KY facility to the Company's Chairman. The sale price was
$6.2 million which was equal to the book value of the property. The proceeds of
the transaction were used to reduce the Company's debt under its current credit
facility. The lease has a term of five years and provides for monthly rent of
$0.07 million. The sale price and rent amount were determined by the estimated
fair value of the property and estimated prevailing lease rates for similar
properties. Although the Company did not obtain an independent valuation of the
property or the terms of the transaction, it believes the terms of the sale and
leaseback were at least as favorable to Noble as terms that could have been
obtained from an unaffiliated third party. Rent expense for 2003 and 2004 was
approximately $0.8 million and $0.4 million, respectively. In the second quarter
of 2004, the Company's Chairman sold the Shelbyville, KY facility to a
third-party and canceled the lease with the Company. The Company subsequently
entered into a lease agreement with the third-party for the Shelbyville, KY
facility.
On December 31, 2002 the Company completed the sale of NCE for $14.0
million in cash to an entity in which the Company's Chairman and another officer
have an interest. Due to the related party nature of the transaction, an
independent committee of the board of directors was formed to evaluate,
negotiate and complete the sale of this operation. In addition, an independent
opinion regarding the fairness of the transaction was obtained.
On January 28, 2004 the Company completed the sale of its distribution
business (Monroe, Peco, PMP, PMD) for $5.5 million in cash to an entity in which
the Company's Chairman and another officer have an interest. Due to the related
party nature of the transaction, an independent committee of the board of
directors was formed to evaluate, negotiate and complete the sale of this
business. In addition, an independent opinion regarding the fairness of the
transaction was obtained.
59
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE K - SIGNIFICANT CUSTOMERS
Certain customers accounted for significant percentages (greater than 10%)
of the Company's consolidated net sales from continuing operations for the years
ended December 31, 2002, 2003, and 2004, as follows:
2002 2003 2004
---- ---- ----
DaimlerChrysler 41% 37% 34%
General Motors 25% 26% 24%
Ford Motor Company 18% 29%
NOTE L - ACQUISITIONS AND DISPOSITIONS
Completion of the sale of the logistics business
In the fourth quarter of 2002, the Company made the strategic decision to
exit the logistics business segment in order to focus on its core automotive
operations and has classified the operation as discontinued. This decision
required the evaluation of this business under SFAS 144. Under the guidelines,
this operation must be valued at the fair market value. To this end, the Company
recorded an impairment charge of $15.0 million in the fourth quarter of 2002,
primarily related to goodwill (refer to Note B).
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 short-term notes were repaid in full during the third
quarter of 2004. The two long-term notes bear an annual interest rate of 4.5%
and are being repaid in equal monthly installments. As of December 31, 2004 the
Company has received approximately $6.7 million in proceeds from the sale of the
logistics business in addition to the $2.0 million in cash at closing. As of
December 31, 2004, the balance on the long-term notes was $2.4 million.
Completion of the sale of the heavy construction equipment business
On December 31, 2002, the Company sold its heavy equipment segment for
$14.0 million in cash. The Company completed the transaction with an entity in
which the Company's Chairman and another officer have an interest. Due to the
related party nature of the transaction, an independent committee of the board
of directors was formed to evaluate, negotiate and complete the sale of this
operation. In addition, an independent fairness opinion regarding the
transaction was obtained. The transaction resulted in a gain of $0.174 million,
net of tax (refer to Notes B and J).
60
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE L - ACQUISITIONS AND DISPOSITIONS (CONTINUED)
Acquisition of Prototube, LLC
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 patent pending 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. The
Prototube acquisition was accounted for as a purchase, and accordingly, the
results of operations of Prototube from October 17, 2003 forward are included in
the accompanying financial statements and the assets and liabilities were
recorded at their estimated fair value.
Acquisition of Prototech Laser Welding, Inc. ("LWI")
On January 21, 2004, the Company completed the acquisition of LWI for
approximately $13.6 million in cash, the assumption of approximately $0.7
million in subordinated debt, and up to an additional $1.0 million payable if
certain new business is awarded to Noble within the twenty-four month period
following the acquisition. Any payment made pursuant to this contingency will be
recorded to Goodwill at the time of recognition. LWI, based in Clinton Township,
Michigan, is a supplier of laser-welded blanks to General Motors Corporation and
is a leader in curvilinear welding. The Company believes that curvilinear laser
welding will become an increasingly important technology, providing substantial
growth opportunities.
Results of operations for LWI are included in Noble financial statements
beginning January 2004. The unaudited pro forma combined historical results for
the twelve months ended December 31, 2003, as if the Company had acquired LWI at
the beginning of 2003, are estimated to be (in thousands, except per share
amounts):
PRO FORMA INFORMATION 2003
----------
Net sales $ 208,104
Earnings on common shares from continuing operations $ 8,548
Basis earnings per share from continuing operations $ 1.09
Diluted earnings per share from continuing operations $ 1.03
The pro forma information includes an adjustment for the effect of the
amortization of the intangible asset recognized in the acquisition and other
accounting adjustments recognized in recording the combination. This pro forma
information is not necessarily indicative of future operating results.
61
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE L - ACQUISITIONS AND DISPOSITIONS (CONTINUED)
The Company has completed the allocation of the purchase price for LWI
pursuant to purchase accounting requirements. An intangible asset apart from
Goodwill of $2.1 million was recognized related to the fair value of the
customer contracts acquired with LWI. The final purchase price allocation
differs from amounts carried in initial estimates included in interim financial
statements primarily due to the recognition of the intangible asset and accrued
expenses related to the closure of the LWI facility. The table below summarizes
the final purchase price allocation (in thousands of dollars):
Current Assets $ 7,757
Fixed Assets, net 3,208
Intangible Asset 2,073
Goodwill 8,448
Current Liabilities (7,103)
Deferred Tax Liabilities (87)
Long-Term Liabilities (691)
Purchase Price, net of cash acquired $ 13,605
Sale of distribution business
On January 28, 2004 the Company completed the sale of its distribution
business (Monroe, Peco, PMP, PMD) to a private equity fund for $5.5 million in
cash. The Company's Chairman and another officer have an interest in the private
equity fund. Due to the related party nature of the transaction, an independent
committee of the board of directors was formed to evaluate, negotiate and
complete the sale of this operation. In addition, an independent opinion
regarding the fairness of the transaction was obtained.
Acquisition of Mexico metal processing business
In January 2005, the Company completed the acquisition of the assets of
Oxford Automotriz de Mexico's steel processing facility in Silao, Mexico for
$5.7 million in cash and the assumption of $1.1 million in operating
liabilities. The facility supplies component blanks on a toll processing basis
to the Mexican automotive industry. The Company intends to begin laser welding
at the facility in the latter half of 2005 and has received preliminary
commitments to supply laser-welded blanks for a future light truck program in
Mexico. The Company intends to sell a minority interest in this business by
entering into a joint venture with an international steel processing company
with operations in Mexico. The Company anticipates that the joint venture will
operate the Silao facility with Noble retaining a majority interest in the
venture. Management expects to reach a definitive agreement with its prospective
joint venture partner in the second quarter 2005.
62
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE M - STOCKHOLDERS' EQUITY
In connection with the private offering of Junior Notes, (refer to Note
G), 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 Stock beyond $10.00 per share. The warrants are
valued at $1.34 per share for an aggregate of approximately $141,000. The
warrants were exercisable until expiration on December 16, 2003. During 2003,
15,000 warrants were exercised which resulted in the issuance of 3,048 shares of
common stock. The remaining warrants expired and at December 31, 2003, there are
no further warrants outstanding.
In February 2002, the market price requirement of 107,452 shares of the
Company's putable common stock that were issued in connection with the
acquisition of Dedicated Services, Inc. in 2000 was met, resulting in the put
option expiring. Therefore, the common stock was reclassified from long-term
debt to stockholders' equity.
On October 4, 2002 the Company completed the sale of 925,000 shares of its
common stock through a public offering. The transaction provided net proceeds to
the Company of $8.6 million. The Company used the proceeds to reduce its Credit
Facility.
NOTE N - GEOGRAPHIC INFORMATION
The Company classifies continuing operations into one industry segment.
This segment is the automotive industry. The tables below identify the breakdown
of the Company's revenues by country (which are classified based upon country of
production) and long-lived assets by country, which consist primarily of fixed
assets (in thousands).
2002 2003 2004
---------- ---------- ----------
NET SALES
United States $ 90,613 $ 149,544 $ 249,214
Canada 30,187 34,215 82,982
Australia - - 415
---------- ---------- ----------
$ 120,800 $ 183,759 $ 332,611
========== ========== ==========
2002 2003 2004
---------- ---------- ----------
LONG-LIVED ASSETS
United States $ 56,613 $ 55,225 $ 67,036
Canada 2,261 3,916 4,445
Australia - - 483
---------- ---------- ----------
$ 58,874 $ 59,141 $ 71,964
========== ========== ==========
63
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE O - 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 (in thousands) $179, $232 and $305 in
2002, 2003 and 2004, 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 "Stock Option 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 Stock Option 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.
In 2001, the Board of Directors adopted, and the stockholders approved,
the 2001 Stock Incentive Plan (the "Stock Incentive Plan"). The purpose of the
Stock Incentive Plan is to advance the interests of the Company and its
subsidiaries to attract and retain persons of ability to perform services for
the Company and its subsidiaries by providing an incentive to such individuals
through equity participation in the Company and by rewarding such individuals
who contribute to the achievement by the Company of its economic objectives.
The Stock Incentive Plan is administered by the Board of Directors, which
has the authority to, subject to certain limitations, make grants and modify the
Stock Incentive Plan. Currently, the Stock Incentive Plan allows for the
issuance of up to 400,000 shares of the Company's Common Stock. In connection
with the plan, 16,041 shares of common stock were issued in 2002. These shares
have a two-year trading and vesting restriction. In 2002 the Company recorded
approximately $62,000 in compensation expense. In 2003, 17,688 shares of common
stock were issued and the Company recorded $96,000 in compensation expense. In
2004, 2,620 shares of common stock were issued and the Company recorded $84,000
in compensation expense.
In 2002, the Company's Board of Directors adopted the 2002 stock
appreciation rights plan ("SAR Plan"). The SAR Plan provided for the issuance of
250,000 stock appreciation rights ("SAR's") to certain employees. Under the SAR
Plan the SAR's vest over a three year period. The SAR Plan stipulates that
employees will be issued common stock in the Company equal to the appreciation
of the Company's common stock over $11.34 per share at the date of exercise. At
December 31, 2002 250,000 SAR's were outstanding. No compensation expense was
recorded in 2002. In 2003, all outstanding SAR's were cancelled. No compensation
expense was recorded in 2003.
A summary of the status of the Stock Option Plan as of December 31, 2004,
and the changes during the years ended December 31, 2002, 2003 and 2004 is as
follows:
64
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE O - EMPLOYEE BENEFIT PLANS (CONTINUED)
WEIGHTED AVERAGE
SHARES EXERCISE PRICE
--------- ----------------
Outstanding 12/31/01 (250,500 exercisable) 537,500 $ 7.27
Granted 11,000 $ 9.83
Exercised (103,900) $ 6.57
Forfeited (9,500) $ 6.14
--------
Outstanding 12/31/02 (281,750 exercisable) 435,100 $ 7.81
Granted 160,832 $ 8.38
Exercised (125,000) $ 6.49
Forfeited (14,600) $ 7.12
--------
Outstanding 12/31/03 (306,050 exercisable) 456,332 $ 8.14
Granted - -
Exercised (285,200) $ 8.28
Forfeited (24,450) $ 10.17
--------
OUTSTANDING 12/31/04 (108,782 EXERCISABLE) 146,682 $ 7.54
--------
Options outstanding at December 31, 2004 have a weighted-average
contractual life of 2.4 years. The following is a summary of the range of
exercise prices for stock options that are outstanding and exercisable at
December 31, 2004.
Range of Exercise Outstanding Weighted Average Number of Stock Weighted Average
Prices Stock Options Exercise Price Options Exercisable Exercise Price
- ----------------- ------------- ---------------- ------------------- ----------------
$ 4.78 - $ 5.39 12,750 $ 5.21 8,250 $ 5.11
$ 6.00 - $ 6.64 46,100 6.27 41,300 6.29
$ 7.35 - $11.00 87,832 8.55 59,232 8.05
------- ----------- ------- ----------
Total 146,682 $ 7.54 108,782 $ 7.16
======= =========== ======= ==========
NOTE P - RESTRUCTURING CHARGE
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 December 31, 2003 payments related to
the reserve totaled $0.43 million; an adjustment to the accrual was made in the
amount of $0.09 million; and as of December 31, 2003 the outstanding balance of
the restructuring reserve was $0.13 million. There was no outstanding balance in
the restructuring reserve as of December 31, 2004.
65
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE Q - UNAUDITED QUARTERLY RESULTS OF OPERATIONS
Basic earnings per share in the following table for each quarterly period
in 2004 are as reported in the interim reports on Forms 10-Q and the fourth
quarter earnings release. The sum of amounts presented for the quarters is $0.10
per share greater than the full year amount of $1.57 per share due to the
dividend participation feature in the 4% Convertible Notes (see Note A). The
allocation of earnings to these participating securities is applicable for the
full year 2004 calculation of basic earnings per share but not the individual
quarters.
Diluted earnings per share in the following table for each quarterly
period in 2004 are as reported in the interim reports on Forms 10-Q and the
fourth quarter earnings release. The sum of amounts presented for the quarters
is $0.06 per share less than the full year amount of $1.44 per share due to the
anti-dilutive impact of the 4% Convertible Notes relating to the change in value
of the embedded derivative liability and debt discount amortization in the
fourth quarter.
FISCAL 2004, QUARTER ENDED MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 TOTAL
- -------------------------- ---------- --------- ------------- ------------ ---------
Net Sales $ 81,604 $ 87,392 $ 75,101 $ 88,514 $ 332,611
Cost of sales 71,449 77,608 67,323 78,300 294,680
Gross profit 10,155 9,784 7,778 10,214 37,931
---------- --------- --------- ---------- ---------
Earnings on common shares from continuing
operations before extraordinary items $ 3,308 $ 4,141 $ 4,860 $ 3,052 $ 15,361
========== ========= ========= ========== =========
Basic earnings per common share
Continuing operations $ 0.37 $ 0.45 $ 0.52 $ 0.33 $ 1.57
Discontinued operations - - - - -
---------- --------- --------- ---------- ---------
$ 0.37 $ 0.45 $ 0.52 $ 0.33 $ 1.57
========== ========= ========= ========== =========
Diluted earnings per common share
Continuing operations $ 0.36 $ 0.40 $ 0.30 $ 0.33 $ 1.44
Discontinued operations - - - - -
---------- --------- --------- ---------- ---------
$ 0.36 $ 0.40 $ 0.30 $ 0.33 $ 1.44
========== ========= ========= ========== =========
66
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2002, 2003 AND 2004
NOTE Q - UNAUDITED QUARTERLY RESULTS OF OPERATIONS (CONTINUED)
FISCAL 2003, QUARTER ENDED MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 TOTAL
- ----------------------------------------- ---------- --------- ------------ ----------- ---------
Net Sales $ 39,625 $ 40,037 $ 48,041 $ 56,056 $ 183,759
Cost of sales 33,610 33,478 41,358 48,463 156,909
Gross profit 6,015 6,559 6,683 7,593 26,850
---------- --------- --------- ---------- ----------
Earnings on common shares from continuing
operations before extraordinary items $ 1,919 $ 2,428 $ 2,715 $ 2,072 $ 9,134
========== ========= ========= ========== ==========
Basic earnings (loss) per common share
Continuing operations $ 0.25 $ 0.31 $ 0.35 $ 0.26 $ 1.17
Discontinued operations (0.18) (0.04) 0.01 (0.29) (0.50)
---------- --------- --------- ---------- ----------
$ 0.07 $ 0.27 $ 0.36 $ (0.03) $ 0.67
========== ========= ========= ========== ==========
Diluted earnings (loss) per common share
Continuing operations $ 0.24 $ 0.29 $ 0.32 $ 0.24 $ 1.09
Discontinued operations (0.15) (0.03) 0.01 (0.25) (0.43)
---------- --------- --------- ---------- ----------
$ 0.08 $ 0.26 $ 0.33 $ (0.01) $ 0.66
========== ========= ========= ========== ==========
67
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
The Chief Executive Officer and Chief Financial Officer, with the
participation of management, have evaluated the effectiveness of the design and
operation of the Company's disclosure controls and procedures, as defined under
Rules 13a-15(e) of the Securities Exchange Act of 1934 as of the end of the
period covered by the report. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that the Company's disclosure
controls and procedures were effective in timely alerting them to material
information required to be included in our periodic filings pursuant to the
Securities Exchange Act of 1934.
There have been no significant changes in the Company's internal control
over financial reporting or other factors that occurred during the fourth fiscal
quarter that has materially affected, or is reasonably likely to affect, our
internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting.
Management of the Company is responsible for establishing and maintaining
effective internal control over financial reporting as defined in Rules
13a-15(f) under the Securities Exchange Act of 1934. The Company's internal
control over financial reporting is designed to provide reasonable assurance to
the Company's management and board of directors regarding the preparation and
fair presentation of published financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.
Management assessed the effectiveness of the Company's internal
control over financial reporting as of Decembjler 31, 2004. In making this
assessment, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -
Integrated Framework. Based on our assessment, we believe that, as of December
31, 2004, the Company's internal control over financial reporting is effective
based on those criteria.
Management's assessment of the effectiveness of internal control
over financial reporting as of December 31, 2004, has been audited by Deloitte &
Touche LLP ("Deloitte"), the independent registered public accounting firm who
also audited the Company's consolidated financial statements. Deloitte's
attestation report on management's assessment of the Company's internal control
over financial reporting appears on page 30 hereof.
68
ITEM 9B. OTHER INFORMATION
On December 10, 2004, Noble International Ltd, acting pursuant to
directions from the Compensation Committee of the Board of Directors, took the
following actions.
Summary 2004 Incentive Compensation
The 2004 threshold performance targets established by the Compensation
Committee for cash awards to executive officers were met. The following cash
awards were granted to executive officers of the Company:
NAME POSITION CASH COMPENSATION
---- -------- -----------------
Christopher Morin President and Chief Executive Officer $100,000
Robert Skandalaris Chairman $ 75,000
Timothy Emmitt Chief Operating Officer $ 90,000
Jay Hansen Chief Financial Officer $ 80,000
Michael Azar Vice President and General Counsel $ 90,000
On January 17, 2005, the Compensation Committee, pursuant to its
discretion provided for under Mr. Morin's employment agreement, increased his
annual base compensation to $400,000.
Board Compensation
On May 12, 2004 the Board of Directors adopted the recommendation of
the Compensation Committee to increase the quarterly retainer paid to
non-employee members of the Board of Directors from $32,000 to $40,000, for
fiscal 2004 payable in either cash or stock of the Company. The Chairman of the
Audit Committee is entitled to receive and additional annual payment of $5,000.
No further compensation is payable to the members other than reimbursement for
their attendance at the meetings.
69
PART III
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 2005 Proxy Statement.
The Company has adopted a written Code of Ethics which is applicable to
its Chief Executive Officer, Chief Financial Officer and Corporate Controller,
as well as applicable to all of its directors, officers and employees. A copy of
the Noble International, Ltd. Code of Ethics is available free of charge on the
Company's website at www.nobleintl.com.
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 2005 Proxy
Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
EQUITY COMPENSATION PLAN
(a) (b) (c)
Number of Weighted
securities to be average exercise Number of securities
issued upon price of remaining available for
exercise of outstanding future issuance under
outstanding option equity compensation
option, warrants warrants and plans (excluding securities
Plan Category and rights rights reflected in column (a))
- -------------------------------------- ---------------- ----------------- ---------------------------
Equity compensation plans approved
by security holders 146,682 $ 7.54 29,218
Equity compensation plans not approved
by security holders - - -
------- ------ ------
Total 146,682 $ 7.54 29,218
======= ====== ======
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 2005 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from the information under the caption "Certain
Transactions" in the 2005 Proxy Statement.
70
ITEM 14. PRINCIPAL ACCOUNTANT'S FEES AND SERVICES
The information required to be furnished pursuant to this item will be set
forth under the caption "Independent Auditor Fees" in the 2005 Proxy Statement.
71
PART IV
- --------------------------------------------------------------------------------
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements [Filed under Item 8 above]
(b) Financial Statement Schedules
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (IN THOUSANDS)
Additions
Balance at Charged to Deductions- Balance at
Beginning Costs and (see notes End of
of Period Expenses below) Period
---------- ---------- ----------- ----------
Year ended December 31, 2002
Reserve for Doubtful Accounts $ 53 $ 1,216 $ 1,269 (1) $ -
Reserve for Doubtful Notes Receivable - 462 - 462
Valuation Allowance for Deferred Taxes - 500 - 500
Year ended December 31, 2003
Reserve for Doubtful Accounts - 94 - 94
Reserve for Doubtful Notes Receivable 462 - 462 (1) -
Valuation Allowance for Deferred Taxes 500 673 - 1,173
Year ended December 31, 2004
Reserve for Doubtful Accounts 94 376 317 (1) 153
Reserve for Obsolete Inventory - 117 - 117
Valuation Allowance for Deferred Taxes 1,173 467 (2) 500 (2) 1,140
(1) Uncollectible accounts charged off
(2) Addition to valuation allowance related to fixed assets acquired in the LWI
acquisition. Deduction from valuation allowance related to utilization of
tax credit carryforwards.
ALL OTHER SCHEDULES HAVE BEEN OMITTED BECAUSE THEY ARE NOT APPLICABLE OR NOT
REQUIRED.
Computation of Ratio of Earnings to Fixed Charges Attached as Exhibit 12.0.
72
EXHIBIT INDEX
Exhibit Number Exhibit Description
3.1 Certificate of Incorporation, as amended (filed as Exhibit
3.1 to Registrant's Registration Statement on Form S-1,
No. 333-27149, and incorporated herein by reference).
3.2 By-laws, as amended (filed as Exhibit 3.2 to Registrant's
Registration Statement on Form S-1, No. 333-27149, and
incorporated herein by reference).
4.1 Indenture between Noble International, Ltd. and American
Stock Transfer & Trust Company dated as of July 23, 1998
(incorporated herein by reference to the Company's current
report on Form 8-K filed August 10, 1998).
10.10 Registration Rights Agreement dated April 7, 1997 among the
Company, Utilase, Inc., James Bronce Henderson III and
Jeffrey A. Moss (incorporated herein by reference to the
Company's Registration Statement on Form S-1, No.
333-27149).
10.11 Registration Rights Agreement executed and delivered by
Noble International, Ltd. in favor of the Holders of
Debentures and Registrable Securities dated July 23, 1998
(incorporated herein by reference to the Company's current
Report on Form 8-K filed August 10, 1998).
10.12 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.
10.13(a) Stock Purchase Agreement among Noble International, Ltd.,
S.E.T. Steel, Inc., and Sid E. Taylor dated February 16,
2001 (incorporated herein by reference to the Company's
current Report on Form 8-K filed on March 1, 2001).
10.13(b) Stock Purchase Agreement among Noble International, Ltd.
Noble Technologies, Inc., Noble Metal Processing, Inc. and
S.E.T. Steel, Inc. dated February 16, 2001(incorporated
herein by reference to the Company's current Report on Form
8-K filed on March 1, 2001).
10.14(a) Asset Purchase Agreement among SRS California Operations,
LLC and Noble Logistic Services, Inc., a California
corporation, Noble Logistic Services, Inc., a Michigan
corporation, and Noble International dated March 21, 2003
(incorporated herein by reference to the Company's current
Report on Form 8-K filed April 7, 2003).
10.14(b) Stock Purchase Agreement among SRS Texas Holdings, LLC and
Noble Logistic Services Holdings, Inc., Noble Logistic
Services, Inc., and Noble International, Ltd., dated March
21, 2003 (incorporated herein by reference to the Company's
current Report on Form 8-K filed April 7, 2003).
10.15 Stock Purchase Agreement among Noble Metal Processing, Inc.
and The Shareholders of Prototech Laser Welding, Inc.
(d/b/a Laser Welding International) dated January 12, 2004
(incorporated herein by reference to the Company's current
Report on Form 8-K filed February 3, 2004).
73
10.16(a) Form of Convertible Subordinated Note (incorporated by
reference to Exhibit 4.1 to the Company's current Report on
Form 8-K filed March 26, 2004).
10.16(b) Registration Rights Agreement (incorporated by reference to
Exhibit 4.2 to the Company's current report on Form 8-K
filed March 26, 2004).
10.16(c) Securities Purchase Agreement (incorporated by reference to
Exhibit 4.3 to the Company's current Report on Form 8-K
filed March 26, 2004).
10.16(d) Amendment to Convertible Subordinated Notes (incorporated
by reference to Exhibit 4.1 to the Company's interim report
on Form 10-Q filed on November 12, 2004).
10.16(e) Amendment to Convertible Subordinated Notes (incorporated
by reference to the Company's current report on Form 8-K
filed on December 7, 2004).
10.17 Lease between JC Kentucky Properties, LLC, and Noble Metal
Processing-Kentucky LLC dated May 1, 2004.
12.0 Computation of Ratio of Earnings to Fixed Charges.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included after signature page hereto)
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.
74
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 15, 2005
NOBLE INTERNATIONAL, LTD.
By: /S/ CHRISTOPHER L. MORIN By: /S/ JAY J. HANSEN
---------------------------------------- ------------------------------
Christopher L. Morin, President Jay J. Hansen, Chief Financial
and Chief Executive Officer 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.
/S/ ROBERT J. SKANDALARIS March 15, 2005
- -----------------------------------------------------
Robert J. Skandalaris, Chairman of the
Board and Director
/S/ CHISTOPHER L. MORIN March 15, 2005
- -----------------------------------------------------
Christopher L. Morin, President and Chief Executive Officer
(Principal Executive Officer)
/S/ MARK T. BEHRMAN March 15, 2005
- -----------------------------------------------------
Mark T. Behrman, Director
/S/ VAN CONWAY March 15, 2005
- -----------------------------------------------------
Van Conway, Director
/S/ LARRY WENDLING March 15, 2005
- -----------------------------------------------------
Larry Wendling, Director
/S/ STUART I. GREENBAUM March 15, 2005
- -----------------------------------------------------
Stuart I. Greenbaum, Director
/S/ DANIEL J. MCENROE March 15, 2005
- -----------------------------------------------------
Daniel J. McEnroe, Director
/S/ FRED HUBACKER March 15, 2005
- -----------------------------------------------------
Fred Hubacker, Director
75
/S/ THOMAS L. SAELI March 15, 2005
- -----------------------------------------------------
Thomas L. Saeli, Director
/S/ ANTHONY R. TERSIGNI March 15, 2005
- -----------------------------------------------------
Anthony R. Tersigni, Director
76
EXHIBIT INDEX
10.17 Lease between JC Kentucky Properties, LLC, and Noble Metal
Processing-Kentucky LLC dated May 1, 2004.
12.0 Computation of Ratio of Earnings to Fixed Charges.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included after signature page hereto)
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.