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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
(Mark one)
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Fiscal Year Ended December 31, 1999
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from __________ to __________
Commission File No.: 001-13581
NOBLE INTERNATIONAL, LTD.
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(Exact name of registrant as specified in its charter)
Delaware 38-3139487
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(State of incorporation) (I.R.S. Employer
Identification No.)
33 Bloomfield Hills Pkwy, Suite 155
Bloomfield Hills, Michigan 48304
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (248) 433-3093
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, .001
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(Title of each class)
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 ]
The aggregate market value of the shares of common stock, no par value
("Common Stock") held by non-affiliates of the registrant as of March 29, 2000,
was approximately $111 million based upon the average of the high and low sales
prices for the Common Stock on the NASDAQ on such date.
The number of shares of the registrant's Common Stock outstanding as of
March 27, 2000 was 7,222,552.
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 2000 Annual Meeting to be held May 5, 2000
(the "2000 Proxy Statement").
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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.
PART I
Item 1. Business.
General Development of Business
Noble International, Ltd. ("Noble") was incorporated on October 3, 1993 in
the State of Michigan. On June 29, 1999 Noble reincorporated in the State of
Delaware. Since its formation in 1993, Noble has completed ten significant
acquisitions (the "Acquisitions"). As used in this Annual Report (the "Report"),
the term "Company" refers to Noble and its subsidiaries and their combined
operations, after consummation of all the Acquisitions.
In 1996, the Company completed the acquisitions of Noble Component
Technologies, Inc. ("NCT"), Monroe Engineering Products, Inc. ("Monroe"), and
Cass River Coatings, Inc. ("Vassar"). In 1997, the Company completed the
acquisitions of Skandy Corp. ("Skandy"), Utilase Production Processing, Inc.
("UPP"), Noble Metal Forming, Inc. ("NMF"), and Noble Metal Processing, Inc.
("NMP"). In November 1997, the Company completed an initial public offering of
3.3 million shares of Common Stock resulting in gross proceeds of $29.7 million
(the "Offering"). In 1998, the Company completed the acquisitions of Tiercon
Plastics, Inc. ("TPI"), Tiercon Coatings, Inc. ("TCI"), and Noble Metal
Processing-Midwest, Inc. ("NMPM"). On July 31, 1999 TPI and TCI were combined
with and into Tiercon. TPI and TCI continued to operate as separate divisions of
Tiercon. On August 31, 1999 the Company purchased certain assets of Jebco
Manufacturing, Inc.
On January 11, 2000 the Company completed the sale of all of the
outstanding capital stock of its subsidiary Noble Canada Inc. ("Noble Canada")
including Noble Canada's wholly-owned subsidiary Tiercon (the sale of Noble
Canada and Tiercon is hereinafter referred to as the "Tiercon Sale"). In
addition, as part of the Tiercon Sale, the Company through its wholly owned
subsidiary Noble Component Systems ("NCS"), sold all of the outstanding capital
stock of NCS's wholly owned subsidiaries Vassar and NCT (See Note B to the
Consolidated Financial Statements of the Company included elsewhere).
Collectively Noble Canada, Tiercon, Vassar and NCT comprised all of the
operating companies previously classified as the Company's plastics and coatings
industry segment. Unless otherwise indicated, the information presented in Item
1 herein includes only results of the Company's current operations the results
of the operations sold in connection with the Tiercon Sale are reported as
discontinued operations in the financial information presented herein.
2
Currently, the Company's operating subsidiaries are organized into two
divisions based upon the products and services produced. These divisions include
metal processing (NMPM, NMP, NMF and UPP) and distribution (Monroe).
Financial Information about Industry Segments
See Note M to the Consolidated Financial Statements of the Company included
elsewhere herein for information on the Company's operations by business segment
for the years ended December 31, 1999, 1998 and 1997.
Narrative Description of Business
The Company is a leading supplier of automotive components, component
assemblies and value-added services to the automotive industry. The Company's
customers include original equipment manufacturers ("OEMs"), such as General
Motors ("GM"), DaimlerChrysler AG ("Chrysler"), Ford Motor Company ("Ford") and
Mitsubishi Motors Manufacturing of America ("Mitsubishi"), as well as other
companies which are suppliers to OEMs ("Tier I suppliers"), such as Textron
Automotive Company, Magna International, GM/Delphi and United Technologies, Inc.
The Company, as a Tier II supplier, provides integrated manufacturing, design,
planning, engineering and other value-added services to the automotive market.
The Company's primary operations include: (i) laser welding of automotive
tailored blanks; (ii) laser welding and cutting of components; (iii) steel
blanking and slitting; (iv) progressive die stamping and (v) assembly of
automotive components.
Metal Processing.
Laser Welding and Cutting of Components. The Company provides laser welding
and cutting services for a variety of automotive components. The process of
laser welding involves the concentration of a beam of light, producing energy
densities of 16 to 20 million watts per square inch, at the point where two
metal pieces are to be joined. Laser welding allows rapid weld speeds with low
heat input, thus minimizing topical distortion of the metal and resulting in
ductile and formable welds that have mechanical properties comparable to, or in
some cases superior to, the metal being welded. Laser welds provide improved
visual aesthetics as well as less likelihood of the rattling associated with
multi-piece, spot-welded assemblies. The process of laser cutting involves the
same concentrated light-beam production of energy, but uses a different
wavelength and mode.
Laser Welding of Tailored Blanks. NMP supplies laser welded tailored blanks
to the automotive industry. Laser welding of blanks offers significant
advantages over other blank welding technologies, including cost, weight and
safety benefits. NMP has developed a technology and production process that
permits it to produce laser welded blanks more quickly and with higher quality
and tolerance levels than its competitors. In 1995, the UltraLight Steel Auto
Body Consortium, a worldwide industry association of steel producers,
commissioned a study which concluded that laser welded tailored blanks will play
a significant role in car manufacturing in the next decade as the automotive
industry is further challenged to produce lighter cars for better fuel economy,
with enhanced safety features and lower manufacturing costs. In addition, the
study identified 18 potential applications for laser welding of tailored blanks
per vehicle. NMP has identified an additional 13 potential applications.
Conventional blanks are cut from a single steel coil and possess a uniform
thickness, strength, coating and alloy. In many cases, a particular product
requires a part to possess different characteristics
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in certain areas. When conventional blanks are used, achieving these differences
requires reinforcements and additional processing or the use of material with
the required characteristic throughout the entire part. In addition, when
conventional blanks are used, blanks must be stamped separately prior to being
welded together. This results in increased design, assembly and tooling costs,
as well as increased waste associated with cutting irregularly shaped parts for
reinforcement from single sheets of steel.
Tailored blanks are combinations of flat sheet metal of varying thickness,
strength, coating and/or alloy which, when welded together prior to stamping,
result in a product that possesses the desired characteristics in the
appropriate areas of the finished stampings. The use of tailored blanks in
automotive applications results in cost, weight and safety benefits. Use of
tailored blanks frequently decreases the number of dies required to produce the
finished product and eliminates the spot welds required to fasten reinforcements
to conventional blanks. Steel utilization is also improved as a result of the
ability to assemble smaller, irregular parts into a single tailored blank. In
addition, by permitting the use of varying weights of steel and eliminating the
need for reinforcements, tailored blanks can result in decreased vehicle weight
and improved gas mileage. For each reinforcement included in a sub-assembly
produced using conventional blanks, costs are incurred for design, development,
engineering, prototyping and die tryout. The use of tailored blanks eliminates
these costs and shortens the product development cycle.
Tailored blanks improve dimensional accuracy by decreasing the number of
separate components, eliminating the need for reinforcements and decreasing
required assembly operations. This results in improved fit and finish, reduced
wind noise and a quieter ride. Because tailored blanks are stamped after
welding, the welds have higher reliability than spot welds made on conventional
blanks after stamping. Weld defects on tailored blanks, if any, are likely to
become apparent upon stamping, resulting in improved quality control. Tailored
blanks can also improve the crashworthiness ratings of automobiles since their
welds are stiffer and provide continuous load-carrying ability.
Metal Blanking and Slitting. NMPM is a processor of flat-rolled steel,
capable of blanking, shearing, slitting and warehousing steel for its customers.
NMPM operates proprietary light-die presses which reduce down time and increase
productivity. NMPM's products are sold primarily to steel companies for
subsequent resale to automotive stampers and welders. NMPM also stores steel
coils for its customers for subsequent delivery to other suppliers.
Metal Stamping. NMF manufactures and assembles a variety of automotive
components utilizing progressive die stampings and welding. NMF also performs
three dimensional laser welding for certain components. Progressive die stamping
is a process in which steel is passed through a series of dies in a stamping
press in order to form the steel into three-dimensional parts. NMF's stamping
presses range in size from 75 tons to 800 tons, providing the flexibility to
stamp flat-rolled steel and steel blanks ranging in thickness from .028 inches
to .25 inches. NMF's products are sold primarily to both OEMs and Tier I
suppliers. NMF's stamping operations also include the production of parts
through extrusion stamping, a process that involves the forcing of steel through
a die opening, by restricting movement in other directions, in order to produce
a product of uniform cross-sectional shape. NMF operates one of only a few
stamping facilities approved by Chrysler to provide extrusion stampings.
Distribution.
The Company, through Monroe, distributes tooling components, including
adjustable handles, hand wheels, plastic knobs, levers, handles, hydraulic
clamps, drills, jigs and permanent magnets to non-automotive customers. Monroe's
primary tooling component product line is Kipp(R) brand standard and heavy duty
adjustable handles, representing approximately one-half of its tooling component
sales.
4
Monroe also distributes Elesa(R) brand high tensile plastic hand wheels, knobs,
handles and levers, representing approximately one-quarter of tooling component
sales. Although most tooling component products are sold off the shelf, Monroe
does perform some light machining of parts for custom orders.
Monroe is a distributor for Kipp(R) products and holds the U.S. patent
rights to Kipp(R) adjustable handles. Monroe also holds non-exclusive rights to
distribute Elesa(R), Boutet and Brauer products throughout North America.
Design and Engineering.
The development of new automobile models generally begins two to five years
prior to the marketing of such models to the public. The Company's engineering
staff typically works with OEM and Tier I engineers early in the development
phase to design components to meet OEM or Tier I specifications on new or
redesigned models. The Company presently offers engineering services for all its
products.
The Company also provides other value-added services such as prototyping
and mold design and construction to its customers. The Company also designs,
engineers and produces precision tools and dies for use in its own stamping
operations.
Marketing.
The Company's salespeople and project managers are involved in product
planning and spend a significant amount of time consulting with OEM engineers in
order to facilitate the integration of the Company's products into future
automotive models.
Orders for tailored blanks are typically placed by OEMs directly with
producers of coiled steel. Further processing steps, such as blanking, are done
either by the steel producer or by an independent processor sub-contracted by
the steel producer, which may include the Company. Project managers at NMP work
closely with OEMs during the design phase to promote the specification of NMP as
the processor prior to the placing of orders by OEMs with steel producers.
Relationships with domestic steel producers are also maintained in order to
obtain sub-contracting work for which no processor has been specified by an OEM.
The Company's tooling component products are sold through catalogs as well
as through a network of regional distributors of Kipp(R) and Elesa(R) products.
There are approximately 78 wholesale distributors located throughout the United
States offering the Company's products. These distributors sell to industrial
manufacturing companies such as GM, Chrysler, Caterpillar Inc. and Deere &
Company. In addition, there are three distributors of the Company's products in
Canada and one in Mexico.
Raw Materials.
The raw materials required for the Company's operations include steel and
gases such as carbon dioxide and argon. The Company obtains its raw materials
from a variety of suppliers. With the exception of Monroe's purchase of tooling
components from Kipp(R) and Elesa(R), the Company does not believe that it is
dependent upon any of its suppliers, despite concentration of purchasing of
certain materials from a few sources, as other suppliers of the same or similar
materials are readily available. The Company typically purchases its raw
materials on a purchase order basis as needed and has generally been able to
obtain adequate supplies of raw materials for its operations. Further, a
substantial portion of the Company's metals processing business involves the
toll processing of materials supplied by the Tier I customer, typically a steel
manufacturer.
5
Patents and Trademarks.
The Company owns a number of patents and trademarks related to its products
and methods of manufacturing. The loss of any single patent or group of patents
would not have a material adverse affect on the Company's business. The Company
also has proprietary technology and equipment that constitute trade secrets
which it has chosen not to register in order to avoid public disclosure thereof.
The Company relies upon patent and trademark law, trade secret protection and
confidentiality or license agreements with its employees, customers and others
to protect its proprietary rights.
Seasonality.
The Company's 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 completed by the Company have resulted in a growth trend through
successive periods which has masked the effect of typical seasonal fluctuations.
There can be no assurance that the Company's business will continue its
historical growth trend, or that it will conform to industry norms for
seasonality in future periods.
Customers.
Sales to the automotive industry constitute a substantial portion of the
Company's net sales. The Company's remaining sales are primarily to the tooling
component industry. In 1999, sales to the automotive industry accounted for
approximately 95.3% of the consolidated net sales of the Company, with Chrysler,
including their respective Tier I suppliers, accounting for 51% of net sales
with DaimlerChrysler, including its respective Tier I suppliers, accounting for
51% of the net sales.
Competition.
Both the automotive component supply and tooling component industries are
highly competitive. Competition in the sale of all of the Company's products is
primarily based on engineering, product design, process capability, quality,
cost, delivery and responsiveness. Many of the Company's competitors are larger
and have greater financial and other resources than the Company. The Company
believes that its performance record places it in a strong competitive position.
Environmental Matters.
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.
6
Employees.
As of December 31, 1999, the Company had approximately 744 employees.
Approximately 80% of the Company's employees are production workers and the
balance are engineering, sales and clerical, and management and administrative
employees. The Company believes that its relations with its employees are
satisfactory. Approximately 110 production workers at one NMP plant elected to
be represented by the Union of Automotive Workers in 1999 and are the subject of
ongoing negotiations to establish a collective bargaining agreement. NMP's plant
has never been subject to a strike, lockout or other major work stoppage.
Approximately 38 production workers at one of NMPM's Indiana metal processing
facilities and approximately 33 production workers at one of NMPM's Ohio metal
processing facilities are represented by the International Brotherhood of
Teamsters, Chauffeurs, Warehousemen & Helpers of America with the current
collective bargaining agreements expiring June 14, 2000 and December 15, 2000,
respectively. Approximately 69 production workers at one of NMPM's Indiana metal
processing facilities have recently elected to be represented by the Union of
Automotive Workers and are the subject of ongoing negotiations to establish a
collective bargaining agreement. NMPM's plants have also never been subject to a
strike, lockout or other major work stoppage.
Item 1A. Risk Factors.
The following factors are important and should be considered carefully in
connection with any evaluation of the Company's business, financial condition,
results of operations and prospects. Additionally, the following factors could
cause the Company's actual results to differ materially from those reflected in
any forward-looking statements of the Company.
Outstanding Indebtedness. In order to finance its operations, including
costs related to the consummation of various acquisitions, the Company has
incurred substantial indebtedness. The Company's credit facilities are secured
by substantially all of its assets as well as the assets of its subsidiaries. In
addition to certain financial covenants, the Company's credit facilities
restrict its ability to incur additional indebtedness, pledge assets, declare
dividends or make distributions to shareholders. As of the date of this Report,
the Company is in compliance with all of the terms of its credit facilities.
There can be no assurance, however, that the Company will be able to comply with
the terms of its credit facilities in the future.
Debt Service Obligations. The Company's business is subject to all of the
risks associated with substantial leverage, including the risk that available
cash may not be adequate to make required payments. The Company's ability to
satisfy outstanding debt obligations from cash flow will be dependent upon its
future performance and will be subject to financial, business and other factors,
many of which may be beyond its control. In the event that the Company does not
have sufficient cash resources to satisfy its repayment obligations, it would be
in default, which would have a material adverse effect on its business. To the
extent that the Company is required to use cash resources to satisfy interest
payments to the holders of outstanding debt obligations, it will have less
resources available for other purposes.
Reliance on Major Customers. Sales to the automotive industry account for
approximately 95.3% of the Company's sales. In addition, the Company's sales are
highly concentrated among a few major OEMs. Thus, the loss of any significant
customer could have a material adverse effect on the Company's business. As is
typical in the automotive supply industry, the Company has no long-term
contracts with any of its customers. The Company's customers provide annual
estimates of their requirements,
7
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.
Limited Consolidated Operating History. The Company has a limited
consolidated operating history with regard to a significant portion of its
operations. Historical results of operations for 1997 and 1998 do not include
all of the results of operations of significant businesses acquired in November
1997 and October 1998. As a result, such data is not necessarily indicative of
the results that would have been achieved if all of the businesses acquired had
been operated on an integrated basis or of the results that may be realized on a
consolidated basis in the future.
Risks Relating to Acquisitions. The automotive component supply industry is
undergoing consolidation as OEMs and Tier I suppliers seek to reduce both their
costs and their supplier base. Future acquisitions may be made in order to
enable the Company to expand into new geographic markets, add new customers,
provide new products, expand manufacturing and service capabilities and increase
automotive model penetration with existing customers. Integration of the recent
acquisitions, or any future acquisitions, may place a strain upon the Company's
financial and managerial resources. The full benefits of the Company's
acquisitions will require: (i) the integration of administrative, finance,
purchasing, engineering, sales and marketing organizations; (ii) the
coordination of production efforts; and (iii) the implementation of appropriate
operational, financial and management systems and controls. There can be no
assurance that the Company will be able to integrate these operations
successfully. If the Company fails to successfully integrate an acquired
business, its business could be harmed.
Failure to Obtain Business on New and Redesigned Model Introductions. The
Company's product lines are subject to change as its customers, including both
OEMs and Tier I suppliers, introduce new or redesigned products. The Company
competes for new business both at the beginning of the development phase of new
vehicle models, which generally begins two to five years prior to the marketing
of such models to the public, and upon the redesign of existing models. The
Company's failure to obtain business on new models, or to retain or increase
business on redesigned existing models, would adversely affect its business.
Dependence on Continuous Improvement of Production Technologies. The
Company's ability to continue to meet customer demands with respect to
performance, cost, quality and service will depend, in part, upon its ability to
remain technologically competitive with its production processes. The investment
of significant additional capital or other resources may be required to meet
this continuing challenge. The Company's inability to improve its production
technologies could have a material adverse effect on its business.
Design and Engineering Resources. OEMs and Tier I suppliers are
increasingly requiring their suppliers to provide more design and engineering
input at earlier stages in the product development process. The direct costs of
design and engineering are generally borne by the Company's customers. However,
the Company bears the indirect cost associated with the allocation of limited
design and engineering resources to such product development projects. Despite
the Company's up-front dedication of design and engineering resources, its
customers are under no obligation to order the subject components or systems
from the Company following their development. In addition, when the Company
deems it strategically advisable, it may also bear the direct up-front design
and engineering costs as well. There can be no assurance that the Company's
dedication of design and engineering resources, or up-front design and
engineering expenditures, will not have a material adverse effect on the
Company's financial condition or results of operations.
8
Industry Cyclicality and Seasonality. The automotive industry is highly
cyclical and dependent on consumer spending. Economic factors adversely
affecting automotive production and consumer spending could adversely impact the
Company's business. In addition, the automotive component supply industry is
somewhat seasonal. Revenue and operating income generally increase during the
second calendar quarter of each year as a result of the automotive industry's
spring selling season, which is the peak sales and production period of the
year. Revenue and operating income generally decreases during July and December
of each year as a result of changeovers in production lines for new model years
as well as scheduled OEM plant shutdowns for vacations and holidays. The
Company's historical results of operations have generally not reflected typical
cyclical or seasonal fluctuations in revenues and operating income. The
acquisitions completed by the Company have resulted in a growth trend through
successive periods which has masked the effect of typical seasonal fluctuations.
There can be no assurance that the Company's business will continue its
historical growth trend, or that it will conform to industry norms for
seasonality in future periods.
Risk of Labor Interruptions. 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. The production workers at one
of the Company's Indiana metal processing facilities are represented by a union.
The current collective bargaining agreements with these production workers
expire in June 2000. During 1999, production workers at the Company's NMP
facility in Michigan and another of the Company's metal processing facilities in
Indiana elected separate union representation. Collective bargaining agreements
with production workers at the NMP Michigan facility and the Indiana metal
processing facility are the subject of ongoing negotiations. These plants have
never been subject to a strike, lockout or other major work stoppage.
Competition. The automotive component supply industry is highly
competitive. Competition in the sale of the Company's products is primarily
based on engineering, product design, process capability, quality, cost,
delivery and responsiveness. Many of the Company's competitors are companies, or
divisions or subsidiaries of companies, that are larger and have greater
financial and other resources than the Company. There can be no assurance that
the Company's products will be able to compete successfully with the products of
these other companies.
Product Liability Exposure. The Company faces an inherent business risk of
exposure to product liability claims if the failure of one of its products
results in personal injury or death. There can be no assurance that material
product liability losses will not occur in the future. In addition, if any of
the Company's products prove to be defective, the Company may be required to
participate in a recall involving such products. The Company maintains insurance
against product liability claims, but there can be no assurance that such
coverage will be adequate or will continue to be available to the Company on
acceptable terms or at all. A successful claim brought against the Company in
excess of available insurance coverage or a requirement to participate in any
product recall could have a material adverse effect on its business.
Impact of Environmental Regulation. The Company is subject to the
requirements of federal, state and local environmental and occupational health
and safety laws and regulations. The Company cannot assure that it will always
be in complete compliance with all such requirements. The Company has made and
will continue to make expenditures to comply with environmental requirements. If
a release of hazardous substances occurs on or from the Company's properties or
from any of its disposals at offsite
9
disposal locations, or if contamination is discovered at any of the Company's
current or former properties, it may be held liable, and the amount of such
liability could be material.
Dependence on Key Personnel. The Company's business is greatly dependent on
the efforts and abilities of Robert J. Skandalaris, its Chairman and Chief
Executive Officer and its other executive officers. The Company has an
employment agreement with Mr. Skandalaris. The Company does not, however, have
employment agreements with any of its other executive officers. The Company does
not maintain key-person life insurance on its executives. The loss of the
services of Mr. Skandalaris could have a material adverse effect on the
Company's business.
Control by Existing Shareholders. Robert J. Skandalaris owns and/or
controls approximately 42.8% 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 shareholders, including the
election of directors, amendments to the Company's Articles 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 shareholders.
Anti-Takeover Provisions. Certain provisions of the Company's Articles 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 shareholder action through written consents; (ii) a requirement that special
meetings of shareholders be called only by the Board of Directors; (iii) advance
notice requirements for shareholder proposals and nominations; (iv) limitations
on the ability of shareholders to amend, alter or repeal the Bylaws; and (v) the
authority of the Board of Directors to issue, without shareholder approval,
preferred stock with such terms as the Board of Directors may determine. The
Company will also be afforded the protections of Section 203 of the Delaware
General Corporation Law, which could have similar effects.
Risks Associated With International Operations. The Company operates a
production facility in Ontario, Canada. The Company's business strategy may
include the continued expansion of international operations. As the Company
expands its international operations, it will increasingly be subject to the
risks associated with such operations, including: (i) fluctuations in currency
exchange rates, (ii) compliance with local laws and other regulatory
requirements, (iii) restrictions on the repatriation of funds, (iv) inflationary
conditions, (v) political and economic instability, (vi) war or other
hostilities, (vii) overlap of tax structures, and (viii) expropriation or
nationalization of assets. The inability to effectively manage these and other
risks could adversely affect the Company's business.
Dividend Policy. The Company currently intends to retain any earnings to
support its growth strategy and does not anticipate paying dividends in the
foreseeable future. As a holding company, the Company's ability to pay dividends
in the future will be dependent upon the receipt of dividends or other payments
from its operating subsidiaries. The payment of dividends by the Company's
subsidiaries, other than in stock, is restricted by the Company's credit
facility. The Company's ability to pay dividends, other than in stock, is also
subject to limitations under the terms of its credit facility, convertible
debentures and subordinated notes.
Shares Eligible for Future Sale. The Company cannot predict the effect that
future sales of Common Stock will have on the market price of the Common Stock.
Sales of substantial amounts of Common Stock, or the perception that such sales
could occur, could adversely affect the market price of the Common Stock.
Approximately 3,186,571 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
10
exemption provided by Rule 144, is available. All of these restricted securities
are currently eligible for resale pursuant to Rule 144, subject in most cases to
the volume and manner of sale limitations prescribed by Rule 144.
Possible Volatility of Trading Price. The trading price of the Common Stock
could be subject to significant fluctuations in response to, among other
factors, variations in operating results, developments in the automotive
industry, general economic conditions, fluctuations in interest rates and
changes in securities analysts' recommendations regarding the Company's
securities. Such volatility may adversely affect the market price of the Common
Stock.
Item 2. Properties.
As of December 31, 1999, the Company operated a total of 12 facilities in
the United States and one facility in Canada. The Company's metal processing
division operations are conducted through ten facilities, some of which are used
for multiple purposes, ranging in size from 12,000 square feet to 210,000 square
feet, with an aggregate of approximately 980,000 square feet. The Company's
distribution division operations are run through two buildings with an aggregate
of approximately 11,000 square feet. The Company's corporate headquarters are
located in Bloomfield Hills, Michigan with an aggregate of approximately 5,000
square feet. In the aggregate, the Company's total manufacturing space is
approximately 940,000 square feet. No facility is materially underutilized. Of
the Company's existing facilities, nine are owned and the balance are leased
with expiration dates ranging from 2000 through 2005. Management believes
substantially all of the Company's property and equipment is in good condition
and that it has sufficient capacity to meet its current and expected
manufacturing 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.
PART II
Item 5. Market for the Company's Common Equity and Related Stockholder Matters.
The Company's Common Stock is traded on the NASDAQ National Market System
under the symbol NOBL. The Common Stock previously commenced trading on AMEX on
November 19, 1997 under the symbol "NIL" and commenced trading on the NASDAQ
June 30, 1999. The
11
following table sets forth the range of high and low closing sales prices, or
bid quotations, as applicable, for the Common Stock for each period indicated:
High Low
-------------- -----------
1998:
First Quarter $11.12 $6.75
Second Quarter $12.50 $9.68
Third Quarter $11.62 $6.62
Fourth Quarter $9.75 $6.25
1999:
First Quarter $11.87 $9.25
Second Quarter $20.00 $11.00
Third Quarter $17.00 $10.87
Fourth Quarter $17.50 $12.68
As of March 8, 2000 there were approximately 54 record holders and approximately
1,827 beneficial owners of the Company's Common Stock.
Dividends.
The Company has not declared or paid any dividends on its Common Stock
since its incorporation. The Company currently intends to retain any earnings to
support its growth strategy and operations and does not anticipate paying cash
dividends in the foreseeable future. Payment of future dividends, if any, will
be at the discretion of the Company's Board of Directors after taking into
account various factors, including the Company's financial condition, operating
results, current and anticipated cash needs and plans for expansion. As a
holding company, the Company's ability to pay dividends in the future will be
dependent upon the receipt of dividends or other payments from its operating
subsidiaries. The payment of dividends by the Company's subsidiaries, other than
in stock, is restricted by the Company's credit facility. The Company's ability
to pay dividends, other than in stock, is also subject to limitations under the
terms of its credit facility, convertible debentures and subordinated notes.
Sales of Unregistered Securities.
No securities of the Company that were not registered under the
Securities Act of 1933 have been issued or sold by the Company during the period
covered by this report.
12
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, 1999 is derived from the audited
financial statements of the Company and should be read in conjunction with the
consolidated financial statements and notes thereto included elsewhere herein.
See "Item 7.--Management's Discussion and Analysis of Financial Condition and
Results of Operation."
December 31,
----------------------------------------------------------------------------
1995 1996 1997 1998 1999
--------------- ------------- -------------- -------------- ----------------
(Dollar in millions, except per share data)
Consolidated Statements of Operations Data:
Net sales................................. $ 0.1 $ 5.1 $ 12.2 $ 60.3 $ 85.3
Cost of goods sold....................... 0.0 1.9 6.4 40.6 56.4
--------------- ------------- -------------- -------------- ----------------
Gross profit........................... 0.1 3.2 5.8 19.7 28.9
Selling, general and administrative
expense.............................. 0.0 2.7 3.2 11.8 15.8
--------------- ------------- -------------- -------------- ----------------
Operating profit......................... 0.1 0.5 2.6 7.9 13.1
Equity in loss of unconsolidated
subsidiary........................... 0.0 (0.1) 0.0 0.0 0.0
Interest income.......................... 0.0 0.0 0.0 0.0 0.0
Interest expense......................... 0.0 (0.4) (0.6) (0.8) (1.8)
Sundry, net.............................. 0.0 0.0 (0.1) (0.0) 0.3
--------------- ------------- -------------- -------------- ----------------
Earnings (loss) from continuing
operations before income taxes,
minority interest and extraordinary
item................................... 0.1 0.0 1.8 7.1 11.6
Minority interest........................ 0.1 0.0 0.0 0.1 0.0
Income tax expense....................... 0.0 0.0 0.7 2.7 4.3
--------------- ------------- -------------- -------------- ----------------
Net earnings (loss) from continuing
operations before extraordinary
item................................. 0.0 0.0 1.1 4.3 7.3
Net earnings (loss) from discontinued
operations............................. 0.4 (0.1) (0.4) 0.1 (.5)
--------------- ------------- -------------- -------------- ----------------
Net Earnings (loss) before extraordinary
item.................................. 0.4 (0.1) 0.7 4.4 6.8
--------------- ------------- -------------- -------------- ----------------
Extraordinary item - extinguishment of
debt (less applicable tax of $372)(1).. 0.0 0.0 0.0 0.6 0.0
--------------- ------------- -------------- -------------- ----------------
Net earnings (loss)...................... 0.4 (0.1) 0.7 5.0 6.8
Preferred stock dividends................ 0.0 0.0 0.1 0.0 0.0
--------------- ------------- -------------- -------------- ----------------
Net earnings (loss) on common shares..... $ 0.4 $ (0.1) $ 0.6 $ 5.0 $ 6.8
=============== ============= ============== ============== ================
Basic earnings (loss) per common share:
Earnings (loss) per common share from
continuing operations before $ 0.0 $ (0.01) $ 0.22 $ 0.59 $ 1.01
extraordinary item...................
Earnings (loss) per common share from
discontinued operations before
extraordinary item................... $ 0.15 $ (0.01) $ (0.09) $ 0.02 $ (0.07)
--------------- ------------- -------------- -------------- ----------------
Extraordinary item - gain on ext. of
debt (1)............................. $ 0.0 $ 0.0 $ 0.0 $ 0.09 $ 0.00
=============== ============= ============== ============== ================
Earnings (loss) per common share (2)... $ 0.15 $ (0.02) $ 0.13 $ 0.70 $ .94
=============== ============= ============== ============== ================
Basic wtg. ave. common shares
outstanding............................ 2,807,390 3,820,390 4,285,134 7,161,872 7,192,328
Diluted earnings (loss) per common share:
Earnings (loss) per common share from
continuing operations before
extraordinary item................... $ 0.00 $ (0.01) $ 0.22 $ 0.58 $ 0.92
Earnings (loss) per common share from
discontinued operations before
extraordinary item................... $ 0.15 $ (0.01) $ (0.09) $ 0.02 $ (0.05)
--------------- ------------- -------------- -------------- ----------------
Extraordinary item - gain on ext. of
debt (1)............................. $ 0.00 $ 0.00 $ 0.00 $ 0.08 $ 0.00
=============== ============= ============== ============== ================
Earnings (loss) per common share....... $ 0.15 $ (0.02) $ 0.13 $ 0.68 $ 0.87
=============== ============= ============== ============== ================
Diluted wtg. ave. common shares
outstanding............................ 2,807,390 3,820,390 4,285,134 7,304,148 8,530,981
Other Financial Information:
EBITDA from continuing operations (3).... $ - $ 0.7 $ 3.1 $ 12.2 $ 19.6
Ratio of EBITDA to interest expense...... - 1.5 5.5 14.4 10.9
Cash flow from:
Continuing operations.................. .1 $ 0.6 1.1 8.2 10.6
Discontinued operations................ (.1) 0.2 (2.4) (42.1) (23.4)
Investing.............................. - 0.6 (12.0) (26.2) (16.2)
Financing.............................. - (1.2) 14.9 59.3 28.8
Effect of exchange rate changes on cash - - - (.4) 0.1
--------------- ------------- -------------- -------------- ----------------
Net cash flow.............................. $ - $ 0.3 $ 1.6 $ (1.1) $ (0.1)
=============== ============= ============== ============== ================
Consolidated Balance Sheet Data:
Total assets............................. $ 0.7 $ 8.7 $ 64.6 $ 136.4 $ 174.8
Net assets held for sale................. 0.7 (0.1) 2.0 44.3 67.2
Working capital (deficiency)............. 0.7 (0.8) 5.9 46.9 72.0
Total debt............................... - 7.4 27.7 88.7 118.1
Shareholders' equity..................... 0.6 .7 27.6 32.3 39.9
13
- ----------
(1) An extraordinary gain was recorded as a result of the discounted prepayment
of unsecured subordinated promissory notes (the "Notes") payable to DCT,
Inc. and an officer of NMP on December 17, 1998. The Notes had an aggregate
principal face amount of approximately $10.135 million and, together with
accrued interest, were prepaid at an agreed amount of $9.666 million.
(2) Net earnings (loss) per common share data for 1995 has been presented to
reflect the pro forma tax effects attributable to NCT being taxed under
Subchapter S of the Internal Revenue Code through December 31, 1995.
(3) EBITDA represents income before income taxes, plus interest expense and
depreciation and amortization expense. EBITDA is not presented as, and
should not be considered, an alternative measure of operating results or
cash flows from operations (as determined in accordance with generally
accepted accounting principals), but is presented because it is a widely
accepted financial indicator of a company's ability to incur and service
debt. While commonly used, however, EBITDA is not identically calculated by
companies presenting EBITDA and is, therefore, not necessarily an accurate
means of comparison and may not be comparable to similarly titled measures
disclosed by the Company's competitors.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Company is a leading full-service Tier II supplier of automotive
parts, component assemblies and value-added services to the automotive industry.
As a Tier II supplier, the Company provides design, engineering, manufacturing,
complete program management and other services to the automotive market. The
Company delivers integrated component solutions, technological leadership and
product innovation to original equipment manufacturers (OEMs) and Tier I
automotive parts suppliers thereby helping its customers increase their
productivity while controlling costs.
The following management's discussion and analysis of financial
condition and results of operations should be read in conjunction with the
Company's consolidated financial statements and notes thereto included elsewhere
in this Report.
Results of Operations
To facilitate analysis, the following table sets forth certain
financial data for the Company:
Results of Operations
(in thousands)
1997 1998 1999
- -------------------------------------------------------------------------------------------------------------------
Net sales $ 12,243 $ 60,273 $ 85,266
Cost of goods sold 6,440 40,581 56,438
- -------------------------------------------------------------------------------------------------------------------
Gross profit 5,803 19,692 28,828
Selling, general, and administrative expense 3,248 11,847 15,760
- -------------------------------------------------------------------------------------------------------------------
Operating profit 2,555 7,845 13,068
Equity in loss of unconsolidated subsidiary (126) 0 0
Interest income 49 0 4
Interest expense (553) (844) (1,819)
Sundry, net (65) 47 276
- -------------------------------------------------------------------------------------------------------------------
Earnings from continuing operations before income taxes and
minority interest 1,860 7,048 11,529
Minority interest 23 55 0
Income tax expense 718 2,742 4,235
- -------------------------------------------------------------------------------------------------------------------
Net earnings from continuing operations before extraordinary item 1,119 4,251 7,294
Net earnings (loss) from discontinued operations (402) 139 (472)
- -------------------------------------------------------------------------------------------------------------------
Net earnings before extraordinary item 717 4,390 6,822
Extraordinary item 0 606 0
- -------------------------------------------------------------------------------------------------------------------
Net earnings 717 4,996 6,822
Preferred stock dividend 144 18 61
- -------------------------------------------------------------------------------------------------------------------
Net earnings on common shares $ 573 $ 4,978 $ 6,761
===================================================================================================================
14
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
Net Sales. Net sales increased by $25.0 million, or 41.5%, to $85.3
million for the year ended December 31, 1999 from $60.3 million for the year
ended December 31, 1998. The substantial increase in net sales is primarily
attributable to increased sales of laser welded tailored blanks and the
acquisition of NMPM in October 1998. NMPM sales for the year ended December 31,
1999 were $11.7 million higher than for the prior year, representing 46.8% of
the year to year increase in net sales.
Cost of Goods Sold. Cost of goods sold increased by $15.8 million, or
38.9%, to $56.4 million for the year ended December 31, 1999 from $40.6 million
for the year ended December 31, 1998. As a percent of net sales, cost of goods
sold decreased to 66.1% from 67.3% primarily due to the greater percentage of
laser welded tailored blank sales, which carry lower cost of sales as a percent
of sales, and recovery of fixed costs over a larger base of sales. In addition,
1998 cost of goods sold as a percent of sales were affected unfavorably by the
reduced volume of sales resulting from the General Motors strike without a
corresponding decrease in fixed manufacturing costs.
Gross Profit. The increased level of net sales resulted in gross profit
increasing by $9.1 million, or 46.6%, to $28.8 million for the year ended
December 31, 1999 from $19.7 million for the year ended December 31, 1998.
Selling, General and Administrative Expenses. The Company's selling,
general and administrative expenses increased by $4.0 million, or 33.9%, to
$15.8 million for the year ended December 31, 1999 from $11.8 million for the
year ended December 31, 1998. However, as a percentage of net sales, selling,
general and administrative expenses decreased to 18.5% in 1999 from 19.6% in
1998 due primarily to the spreading of corporate overhead costs over a larger
sales base.
Operating Profit. As a result of the foregoing factors, operating
profit increased by $5.2 million, or 66.7%, to $13.1 million for the year ended
December 31, 1999 from $7.9 million for the prior year.
Interest Expense. Interest expense increased by $1.0 million, or
125.0%, to $1.8 million for the year ended December 31, 1999 from $.8 million
for the year ending December 31, 1998. The increase is primarily attributable to
increases in the Company's long term debt to finance additions to property,
plant and equipment, higher working capital related to increased sales, as well
as to the acquisition of Jebco.
Net Earnings. As a result of the foregoing factors, net earnings from
continuing operations before extraordinary item increased by $3.0 million to
$7.3 million for the period ended December 31, 1999 from $4.3 million for the
period ended December 31, 1998. Net earnings on common stock shares for 1999
were negatively impacted by a $ .5 million loss from discontinued operations.
The loss from discontinued operations was affected by the provision of certain
costs for environmental remediation, and the adjustment to expense inventory and
certain other costs previously capitalized, aggregating approximately $1.2
million, made in connection with the discontinuance and subsequent sale of the
Company's plastics and coatings operations.
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997
Net Sales. Net sales increased by $48.1 million, or 394.3%, to $60.3
million for the year ended December 31, 1998 from $12.2 million for the year
ended December 31, 1997. The substantial increase in net sales is primarily
attributable to acquisitions. NMP and NMF were acquired in November 1997, and
unaudited pro forma information indicates that 1997 sales would have been $37.3
million higher if these businesses had been owned by the Company for the entire
year, representing 77.6% of the year to year increase in net sales. NMPM, which
was acquired in October 1998, contributed sales of $3.5
15
million, representing 7.3% of the increase. The Company's 1998 sales growth was
negatively impacted by the loss of sales during the June through September 1998
labor strike at General Motors Corporation.
Cost of Goods Sold. Cost of goods sold increased by $34.2 million, or
534.4%, to $40.6 million for the year ended December 31, 1998 from $6.4 million
for the year ended December 31, 1997. As a percent of net sales, cost of goods
sold increased to 67.3% from 52.5% primarily due to the inclusion of NMP and NMP
for a portion of the 1997 period, which had combined cost of goods sold as a
percent of net sales of 83.9%, as well as the reduced volume of sales resulting
from the General Motors strike without a corresponding decrease in fixed
manufacturing costs.
Gross Profit. Despite the higher cost of sales as a percent of sales,
the increased level of net sales resulted in gross profit increasing by $13.9
million, or 239.7%, to $19.7 million for the year ended December 31, 1998 from
$5.8 million for the year ended December 31, 1997.
Selling, General and Administrative Expenses. Primarily as a result of
the acquisitions of new businesses, the Company's selling, general and
administrative expenses increased by $8.6 million, or 268.8%, to $11.8 million
for the year ended December 31, 1998 from $3.2 million for the year ended
December 31, 1997. However, as a percentage of net sales, selling, general and
administrative expenses actually decreased to 19.6% in 1998 from 26.2% in 1997
due primarily to the spreading of corporate overhead costs over a larger sales
base.
Operating Profit. As a result of the foregoing factors, operating
profit increased by $5.2 million, or 207.1%, to $7.9 million for the year ended
December 31, 1998 from $2.6 million for the prior year.
Interest Expense. Interest expense increased by $.2 million, or 33.3%,
to $.8 million for the year ended December 31, 1998 from $.6 million for the
year ending December 31, 1997. The increase is primarily attributable to
increases in the Company's long term debt to finance the acquisition of NMPM,
as well as to additions to property, plant and equipment.
Net Earnings. As a result of the foregoing factors, net earnings from
continuing operations before extraordinary item increased by $3.2 million to
$4.3 million for the period ended December 31, 1998 from $1.1 million for the
period ended December 31, 1997.
Liquidity and Capital Resources
The Company's cash requirements have historically been satisfied
through a combination of cash flow from operations, equity and debt financing
and loans from shareholders. Working capital needs and capital equipment
requirements have increased as a result of the growth of the Company and are
expected to continue to increase as a result of anticipated growth. Anticipated
increases in required working capital and capital equipment expenditures are
expected to be met from the cash flow from operations, equipment financing and
revolving credit borrowings. As of December 31, 1999, the Company had working
capital of approximately $72.0 million, including $67.2 million net assets of
discontinued operations held for sale. Total debt includes all borrowing related
to both continuing and discontinued operations. The Company completed the sale
of its discontinued plastics and coatings operations on January 11, 2000 which
resulted in approximately $83.3 million in cash received as partial
consideration being applied to the reduction of borrowings outstanding under the
Company's credit facility. EBITDA is presented from continuing operations and
does not include results of the plastics and coatings business. (See Note B to
the Consolidated Financial Statements of the Company included elsewhere).
The Company generated cash flow from continuing operations of $10.6 million
for the year ended December 31, 1999. Net cash provided by continuing operating
activities was primarily the result of net earnings and depreciation and
amortization expenses , as well as increases in accounts payable, partially
offset by increases in operating assets, receivables, inventory, prepaid
expenses and income tax currently refundable. The Company used cash in
discontinued operations of $23.4 million for the year
16
ended December 31, 1999. The Company used cash in investing activities of $16.2
million for the year ended December 31, 1999. Cash used in investing activities
included $3.9 million for the acquisition of Jebco, and $12.4 million for the
purchase of property, plant and equipment. The Company generated $28.8 million
in cash flow from financing activities for the year ended December 31, 1999,
primarily from increased bank borrowings as discussed below. The cash generated
from financing activities was used primarily to fund the increased working
capital and capital expenditure requirements to support growth within the
discontinued operations as well as for purchases of property, plant and
equipment to support growth within continuing operations and for the acquisition
of Jebco. The Company invested $5.4 million in 1999 toward completion of it's
new metal processing facility in Shelbyville, Kentucky which is expected to be
operational by August of 2000. Remaining purchases of property, plant and
equipment were primarily to support growth in laser welding of tailored blanks,
steel processing and blanking.
The Company maintains a secured revolving credit facility (the "Credit
Facility") with Comerica Bank N.A. The amount of the facility was $105 million
at December 31, 1999, subsequently amended to a $50 million facility following
the Company's sale of the plastics and coatings operations and use of $86.0
million of cash proceeds to repay borrowings under the Credit Facility on
January 11, 2000. The Credit Facility expires in May 2002, is secured by the
assets of Noble and its subsidiaries and provides for the issuance of up to $5
million in standby or documentary letters of credit. The Credit Facility may be
utilized for general corporate purposes, including working capital and
acquisition financing, and provides the Company with borrowing options for
multi-currency loans. Borrowing options include a eurocurrency rate, or a base
rate. Advances under the facility bore interest at an effective rate of
approximately 7.9% and 7.0% as of December 31, 1999 and 1998, respectively.
Costs of originating the Credit Facility of $.69 million are being amortized
over three years. The unamortized balance of origination costs is $.55 million
at December 31, 1999 and is included in other assets, sundry. The Credit
Facility is subject to customary financial and other covenants including, but
not limited to, limitations on payment of dividends, limitations on
consolidations, mergers, and sales of assets, and bank approval on acquisitions
over $25 million.
The Company has, from time to time been in violation of certain of its
financial debt ratio covenants and covenants relating to the issuance of
preferred stock and the payment of preferred stock dividends, requiring it to
obtain waivers of default from its lenders. As of the date of this Report,
however, the Company is in compliance with all of its debt covenants under the
credit facility.
The liquidity provided by the Company's existing credit facilities,
combined with cash flow from continuing operations and the sale of it's plastics
and coatings operations January 11, 2000, is expected to be sufficient to meet
currently anticipated working capital and capital expenditure needs for existing
debt service and operations for at least 12 months. There can be no assurance,
however, that such funds will not be expended prior thereto due to changes in
economic conditions or other unforeseen circumstances, requiring the Company to
obtain additional financing prior to the end of such 12-month period. In
addition, the Company continues to evaluate, as part of its business strategy,
and may pursue future growth through opportunistic acquisitions of assets or
companies involved in the automotive component supply industry, which
acquisitions may involve the expenditure of significant funds. Depending upon
the nature, size and timing of such future acquisitions, the Company may be
required to obtain additional debt or equity financing in connection with such
future acquisitions. There can be no assurance, however, that additional
financing will be available to the Company, when and if needed, on acceptable
terms or at all.
17
Inflation
Inflation generally affects the Company by increasing the interest
expense of floating rate indebtedness and by increasing the cost of labor,
equipment and raw materials. The Company does not believe that inflation has had
any material effect on its business over the past three years.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Company is exposed to the impact of foreign currency fluctuations.
International revenues from the Company's foreign subsidiaries were
approximately 19% of total revenues for fiscal 1999. The Company's primary
foreign currency exposure is the Canadian Dollar. The Company manages its
exposures to foreign currency assets and earnings primarily by funding certain
foreign currency denominated assets with liabilities in the same currency and,
as such, certain exposures are naturally offset.
The Company's financial results are affected by changes in U.S. and
foreign interest rates. The Company does not hold financial instruments that are
subject to market risk (interest rate risk and foreign exchange rate risk).
Item 8. Financial Statements and Supplementary Data.
Noble International, Ltd. and Subsidiaries Consolidated Financial Statements
Report of Independent Certified Public Accountants....................................20
Consolidated Balance Sheets--December 31, 1998 and 1999...............................21
Consolidated Statements of Earnings--For the years ended
December 31, 1997, 1998 and 1999.............................................23
Consolidated Statements of Shareholders' Equity--For the
years ended December 31, 1997, 1998 and 1999.................................25
Consolidated Statements of Comprehensive Income (Loss)--
for the years ended December 31, 1997, 1998 and 1999.........................26
Consolidated Statements of Cash Flows--For the years
ended December 31, 1997, 1998 and 1999.......................................27
Notes to Consolidated Financial Statements............................................30
18
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Not applicable.
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 2000 Proxy Statement.
Item 11. Executive Compensation.
Incorporated by reference from the information under the captions
"Executive Compensation and Other Information," "Report of the Compensation
Committee on Executive Compensation" and "Performance Graph" in the 2000 Proxy
Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Incorporated by reference from the information under the captions
"Voting Rights and Requirements" and "Common Stock Ownership of Certain
Beneficial Owners and Management" in the 2000 Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
Incorporated by reference from the information under the caption
"Certain Transactions" in the 2000 Proxy Statement.
19
Report of Independent Certified Public Accountants
Board of Directors
Noble International, Ltd.
We have audited the accompanying consolidated balance sheets of Noble
International, Ltd. (a Delaware corporation) and Subsidiaries as of December 31,
1999 and 1998 and the related consolidated statements of earnings, shareholders'
equity, comprehensive income (loss) and cash flows for each of the three years
in the period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above, present
fairly, in all material respects, the consolidated financial position of Noble
International, Ltd. and Subsidiaries as of December 31, 1999 and 1998, and the
consolidated results of their operations and their consolidated cash flows for
each of the three years in the period ended December 31, 1999, in conformity
with generally accepted accounting principles.
Detroit, Michigan
February 18, 2000
20
Noble International, Ltd. and Subsidiaries
Consolidated Balance Sheets
- --------------------------------------------------------------------------------
December 31,
-------------------------------------
1998 1999
---------------- ----------------
ASSETS
(In thousands)
Current assets
Cash and cash equivalents $ 810 $ 685
Accounts receivable, trade, net of allowance for doubtful
accounts of $277 and $196 at December 31, 1998 and 1999,
respectively 12,561 14,088
Inventories 5,007 6,919
Prepaid expenses and other assets 830 1,789
Income taxes currently refundable -- 1,438
Deferred income taxes 265 258
Net assets of discontinued operations held for sale 44,250 67,210
---------------- ----------------
Total current assets 63,723 92,387
Property, plant and equipment, net 46,515 54,628
Other assets
Goodwill, net of accumulated amortization of $1,859 and $3,172
at December 31, 1998 and 1999, respectively 23,119 24,716
Covenants not to compete, net of accumulated amortization of
$217 and $419 at December 31, 1998 and 1999, respectively 1,183 981
Sundry 1,852 2,093
---------------- ----------------
Total other assets 26,154 27,790
$ 136,392 $ 174,805
================ ================
21
Noble International, Ltd. and Subsidiaries
Consolidated Balance Sheets
- --------------------------------------------------------------------------------
December 31,
-------------------------------------
1998 1999
---------------- ----------------
LIABILITIES and EQUITY
(In thousands)
Current liabilities
Current maturities of long term debt $ 840 $ 778
Current maturities of notes payable-related parties 1,552 5,000
Accounts payable 7,033 9,784
Accrued liabilities 7,012 4,846
Income taxes payable 407 --
---------------- ----------------
Total current liabilities 16,844 20,408
Long-term debt excluding current maturities 56,373 86,915
Notes-payable related parties, excluding current maturities 5,059 --
Convertible subordinated debentures 20,769 21,536
Junior subordinated notes 3,359 3,359
Deferred income taxes 951 2,221
Redeemable preferred stock 700 513
Shareholders' Equity
Preferred stock, $100 par value, 10% cumulative, authorized
150,000 shares -- --
Common stock, no par value, authorized 20,000,000 shares;
issued and outstanding 7,156,825 and 7,241,698 shares in 1998
and 1999, respectively 27,338 27,993
Paid-in capital 141 121
Retained earnings 5,244 12,005
Accumulated comprehensive loss (386) (266)
---------------- ----------------
Total shareholders' equity 32,337 39,853
---------------- ----------------
$ 136,392 $ 174,805
================ ================
The accompanying notes are an integral part of these financial statements
22
Noble International, Ltd. and Subsidiaries
Consolidated Statements of Earnings
- --------------------------------------------------------------------------------
(In thousands) December 31,
-----------------------------------------------
1997 1998 1999
------------- ------------- -------------
Net sales $12,243 $60,273 $85,266
Cost of goods sold 6,440 40,581 56,438
------------- ------------- -------------
Gross profit 5,803 19,692 28,828
Selling, general and administrative expenses 3,248 11,847 15,760
------------- ------------- -------------
Operating profit 2,555 7,845 13,068
Other income (expense)
Equity in loss of unconsolidated subsidiary (126) -- --
Interest income 49 -- 4
Interest expense (553) (844) (1,819)
Sundry, net (65) 47 276
------------- ------------- -------------
(695) (797) (1,539)
------------- ------------- -------------
Earnings from continuing operations before income taxes,
minority interest and extraordinary item 1,860 7,048 11,529
Minority interest 23 55 --
------------- ------------- -------------
Earnings from continuing operations before income taxes
and extraordinary item 1,837 6,993 11,529
Income tax expense 718 2,742 4,235
------------- ------------- -------------
Net earnings from continuing operations before
extraordinary item 1,119 4,251 7,294
Preferred stock dividends 144 18 61
------------- ------------- -------------
Net earnings from continuing operations on common shares
before extraordinary item 975 4,233 7,233
Net earnings (loss) from discontinued operations (402) 139 (472)
------------- ------------- -------------
Net earnings before extraordinary item 573 4,372 6,761
Extraordinary item-gain on extinguishment of debt (less
income tax of $372) -- 606 --
------------- ------------- -------------
Net earnings on common shares $ 573 $ 4,978 $ 6,761
============= ============= =============
23
Noble International, Ltd. and Subsidiaries
Consolidated Statements of Earnings (continued)
- --------------------------------------------------------------------------------
December 31,
-----------------------------------------------
1997 1998 1999
------------- ------------- -------------
Basic earnings per common share:
Earnings per common shares from continuing operations
before extraordinary item $ .22 $ .59 $ 1.01
Earnings (loss) per common shares from discontinued
operations (.09) .02 (.07)
Extraordinary item - gain on extinguishment of
debt -- .09 --
------------ ------------ ------------
Earnings per common share $ .13 $ .70 $ .94
============ ============ ============
Basic weighted average common shares
outstanding 4,285,134 7,161,872 7,192,328
============= ============= =============
Earnings per common share-assuming dilution
Earnings per common shares from continuing operations
before extraordinary item $ .22 $ .58 $ .92
Earnings (loss) per common share from discontinued
operations (.09) .02 (.05)
Extraordinary item-gain on extinguishments of
debt -- .08 --
------------- ------------- -------------
Earnings per common share $ .13 $ .68 $ .87
============= ============= =============
Diluted weighted average common shares outstanding and
equivalents 4,285,134 7,304,148 8,530,981
============= ============= =============
The accompanying notes are an integral part of these financial statements
24
Noble International, Ltd. and Subsidiaries
Consolidated Statements of Shareholders' Equity
- --------------------------------------------------------------------------------
Accumulated
Preferred Common Paid-in Retained Compre-hensive
Stock Stock Capital Earnings Loss Total
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1997 $ -- $ 27,344 -- $ 266 -- $ 27,610
Redemption of 3,343 shares of common stock -- (6) -- -- -- (6)
Issuance of 105,000 warrants in connection with
junior notes -- -- 141 -- -- 141
Dividends paid on redeemable preferred stock -- -- -- (18) -- (18)
Net earnings -- -- -- 4,996 -- 4,996
Equity adjustment from foreign currency translation -- -- -- -- (386) (386)
-----------------------------------------------------------------------------
Balance at December 31, 1998 -- 27,338 141 5,244 (386) 32,337
Redemption of 6,017 shares of common stock -- (41) -- -- -- (41)
Exercise of 1,046 warrants in connection with the
initial public offering -- 11 -- -- -- 11
Exercise of options in connection with the initial
public offering -- 62 -- -- -- 62
Conversion of Subordinated debt into 32,907 shares -- 453 -- -- -- 453
Exercise of 15,000 warrants in connection with
junior notes -- 170 (20) -- -- 150
Dividends paid on redeemable preferred stock -- -- -- (61) -- (61)
Net earnings -- -- -- 6,822 -- 6,822
Equity adjustment from foreign currency translation -- -- -- -- 120 120
-----------------------------------------------------------------------------
Balance at December 31, 1999 $ -- $ 27,993 $ 121 $ 12,005 $ (266) $39,853
===========================================================================
The accompanying notes are an integral part of these financial statements
25
Noble International, Ltd. and Subsidiaries
Consolidated Statement of Comprehensive Income (Loss)
- -------------------------------------------------------------------------------
(In thousands) December 31,
-----------------------------------------
1997 1998 1999
-------- ---------- --------
Net earnings $ 573 $ 4,978 $ 6,761
Other comprehensive income (loss),
equity adjustment from foreign
currency translation -- (386) 120
--------- ----------- -----------
Total comprehensive income $ 573 $ 4,592 $ 6,881
========== =========== ===========
The accompanying notes are an integral part of these financial statements
26
Noble International, Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
- --------------------------------------------------------------------------------
(In thousands) December 31,
-------------------------------------
1997 1998 1999
-------- ---------- --------
Cash flows from operating activities
Net earnings from continuing operations $ 1,119 $ 4,857 $ 7,294
Adjustments to reconcile net earnings to net cash provided
by operations
Interest expense -- -- 1,239
Depreciation of property, plant and equipment 279 2,442 4,705
Provision for doubtful accounts 201 -- --
Amortization of goodwill 397 1,518 1,924
Deferred income taxes 72 460 1,277
Equity in loss of unconsolidated subsidiary 126 -- --
Changes in operating assets and liabilities, net of
effects of acquisitions
(Increase) decrease in accounts receivable 378 564 (330)
(Increase) decrease in inventories 198 (354) (1,018)
(Increase) decrease in prepaid expenses 67 (595) (941)
(Increase) decrease in other assets (83) (1,529) (649)
Increase (decrease) in accounts payable (2,064) 372 2,284
Increase (decrease) in income taxes payable 285 115 (1,845)
Increase (decrease) in accrued liabilities 165 378 (3,341)
-------- -------- --------
Net cash provided by continuing operations 1,140 8,228 10,599
Net cash (used in) discontinued operations (2,433) (42,133) (23,432)
-------- -------- --------
Net cash (used in) operating activities (1,293) (33,905) (12,833)
Cash flows from investing activities
Purchase of property, plant and equipment (1,343) (14,467) (12,350)
Acquisitions of businesses, net of cash acquired (9,252) (11,714) (3,885)
Payment for covenants not-to-compete (1,400) -- --
-------- -------- --------
Net cash (used in) investing activities (11,995) (26,181) (16,235)
Cash flows from financing activities
Repayments of notes payable - related parties (2,310) (5,972) (1,611)
Proceeds from issuance of common stock 26,612 -- 243
Proceeds from issuance of preferred stock 3,447 -- --
Redemption of preferred stock (3,447) -- (187)
Redemption of common stock (353) (6) (41)
Redemption of preferred stock of subsidiaries (75) (150) --
Proceeds from issuance of warrants -- 141 --
Issuance of convertible subordinated debentures -- 20,769 --
Issuance of junior subordinated notes -- 3,359 --
Dividends paid (144) (18) (61)
Payments on long term debt (11,089) (768) (780)
Net proceeds from note payable to bank 2,285 41,958 31,260
-------- -------- --------
27
Noble International, Ltd. and Subsidiaries
Consolidated Statements of Cash Flows-Continued
- --------------------------------------------------------------------------------
Net cash provided by financing activities 14,926 59,313 28,823
Effect of exchange rate changes on cash -- (386) 120
-------- -------- --------
Net increase (decrease) in cash 1,638 (1,159) (125)
Cash at beginning of period 331 1,969 810
-------- -------- --------
Cash at end of period $ 1,969 $ 810 $ 685
======== ======== ========
Supplemental cash flow disclosure
Cash paid for:
Interest 843 2,936 9,268
Taxes 30 2,223 2,230
-------- -------- --------
Fair value of assets acquired, including goodwill $ 50,238 $ 19,052 $ 5,189
Liabilities assumed (30,852) (7,337) (1,304)
Debt issued (10,134) -- --
-------- -------- --------
Net cash paid $ 9,252 $ 11,715 $ 3,885
======== ======== ========
Supplemental disclosure of non-cash financing activity:
During 1997, the Company acquired Skandy by issuance of 133,686 shares of
common stock valued at $.05 million.
During 1997, the Company financed the purchase of $.883 million of machinery
and equipment by the issuance of notes payable.
During 1997, the Company financed $10.135 million of the $18.335 million
acquisition price of Noble Metal Processing, Inc.
During 1997, the Company converted $.597 million of accounts payable to
notes payable-related party.
28
Noble International, Ltd. and Subsidiaries
Consolidated Statements of Cash Flows - Continued
- --------------------------------------------------------------------------------
Supplemental Disclosure of Non-cash Financing Activity (continued):
During 1998, the Company assumed $1.75 million of existing debt in
connection with the acquisition of H&H Steel Processing, Inc.
During 1998, the Company issued 7,375 shares of its Series A, 10% cumulative
preferred shares pursuant to the conversion of an equivalent number of Noble
Metal Forming, Inc. preferred shares (Note K).
During 1999, $.472 million of Debentures were converted into common shares
of the Company at $14.3125 per common share, at the election of Debenture
holders as provided under terms of the Debentures.
The accompanying notes are an integral part of these financial statements
29
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note A - Basis of Presentation, Nature of Operations and Summary of Significant
Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements as of and for the year ended
December 31, 1997, include Noble International, Ltd. and its wholly-owned
subsidiaries, Noble Component Technologies ("NCT"); Monroe Engineering Products,
Inc. ("Monroe"), Cass River Coating, Inc. (dba Vassar Industries, "Vassar"),
Skandy Corp. ("Skandy"), Utilase Production Process, Inc. ("UPP"), Noble Metal
Forming, Inc. ("NMF"), Noble Metal Processing, Inc. ("NMP") and Noble Land
Holdings, Inc. ("Land Holdings"). The accompanying consolidated financial
statements as of and for the year ended December 31, 1998, also include Noble
Canada, Inc. ("Noble Canada"), Noble Canada II, Inc. "Noble Canada II"), Tiercon
Plastics, Inc. ("TPI"), Tiercon Coatings, Inc. ("TCI") and Noble Metal
Processing-Midwest, Inc. ("NMPW"), Noble Canada Holdings Limited ("NCH"), Noble
Canada Holdings II Ltd. ("NCHII"), Noble Components & Systems, Inc. ("NCS"),
Noble Technologies, Inc. ("NTI"), Noble Metal Processing Canada, Inc. ("NMPC")
and Tiercon Industries, Inc. ("Tiercon"), collectively, "Noble" or the
"Company." On July 31, 1999 TPI, TCI and Noble Canada II were combined with and
into Tiercon. Simultaneously, NCH, NCHII and Noble Canada were combined with and
into Noble Canada. TPI and TCI continued to operate as separate divisions of
Tiercon. On January 11, 2000 the Company completed the sale of Noble Canada,
Tiercon, Vassar and NCT (Note B). All significant intercompany balances and
transactions have been eliminated in consolidation.
Nature of Operations
Noble is a holding company, which, through its subsidiaries, manufactures a
variety of components and provides design, engineering, assembly and other
services primarily for the automotive industry. The Company's metals processing
segment provides laser welding, blanking and forming, slitting, cutting and
storage products and services. One of its subsidiaries is a distributor of
tooling components. The principal markets for its products are the United
States, Canada and Mexico.
Discontinued Operations
Discontinued operations include all of the companies previously classified as
the Company's plastics and coatings industry segment (Noble Canada, Tiercon,
NCT, and Vassar). On December 24, 1999 the Company executed a definitive
agreement to sell these operations and the sale was completed on January 11,
2000 (Note B). Results of these operations are reported as discontinued
operations in the Consolidated Financial Statements for all periods presented.
The assets and liabilities of these operations have been reported in the
Consolidated Balance Sheet as net assets of discontinued operations.
30
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Significant Accounting Policies
A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows.
Cash and Cash Equivalents
For purposes of the statement of cash flows, all investments with a maturity of
less than three months are considered to be cash equivalents.
Inventories
Inventories are stated at the lower of cost (first-in, first-out) or market.
31
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note A - Basis of Presentation, Nature of Operations and Summary of Significant
Accounting Policies (Continued)
Unbilled Customer Tooling
The costs to manufacture and supply customer-owned tooling are recorded as
unbilled tooling costs when incurred. Amounts incurred are charged to cost of
sales and revenue is recognized when the tooling is shipped and billed to
customers.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is provided for
using the straight line and various accelerated methods over the estimated
useful lives of the assets which range from 5 to 39 years for buildings and
improvements and 3 to 10 years for machinery and equipment. Expenditures for
maintenance and repairs are charged to expense as incurred. The Company
capitalizes interest cost associated with construction in progress. Capitalized
interest costs in 1998 and 1999 were $.77 million and $.61 million,
respectively.
Goodwill
Goodwill is the excess of cost over the fair value of net assets acquired and is
amortized over a 20 year period on the straight line method. On an ongoing
basis, the Company reviews the valuation and amortization of goodwill. As part
of the review, the Company estimates the value of and the estimated undiscounted
future net earnings expected to be generated by the related subsidiary to
determine that no impairment has occurred.
Income Taxes
The Company records the provision for federal and state income taxes under the
asset and liability method. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases, and the effect of operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the period that
includes the enactment date.
Fair Value of Financial Instruments
The Company's financial instruments include long-term debt. The carrying value
of the debt approximates its estimated fair value based upon rates and terms
available for loans and notes with similar characteristics.
Minority Interest
Dividends paid on preferred stock issued by NMF in 1997 are reflected as
minority interest. (Note K).
32
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note A - Basis of Presentation, Nature of Operations and Summary of Significant
Accounting Policies (Continued)
Use of Estimates
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Foreign Currency Translation
The accounts of the foreign subsidiaries have been translated from their
functional currency to the U.S. dollar. Such translation adjustments are not
included in earnings, but are accumulated directly in a separate component of
shareholders' equity.
Earnings per share
Basic earnings per share excludes dilution and is computed by dividing income
available to common shareholders by the weighted-average common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised and converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the entity. The warrants issued
to the Company's underwriters in connection with its initial public offering
(Note L) were not included in the computation of diluted earnings per share for
1997 and 1998 as the effect would be antidilutive. The convertible subordinated
debentures issued by the Company in 1998 and the warrants issued in connection
with the Company's sale of junior subordinated notes in 1998 are not included in
computation of diluted earnings per share for 1998 as the effect would be
antidilutive.
33
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note A - Basis of Presentation, Nature of Operations and Summary of Significant
Accounting Policies (Continued)
Earnings per share (Continued)
The following table reconciles the numerators and denominators to calculate
basic and diluted earnings on common shares from continuing operations and
before extraordinary item for the years ended December 31, 1998 and 1999 (in
thousands, except share and per share amounts):
Earnings from
Continuing
Operations Before
Extraordinary Item Shares Per Share
(Numerator) (Denominator) Amounts
----------- ------------- -------
Year Ended December 31, 1998
Earnings from continuing
operations on common shares
before extraordinary item $ 4,233 7,161,872 $ .59
Effect of dilutive securities
Contingently issuable shares - 46,790 -
Convertible preferred stock - 60,156 (.01)
Stock options - 35,330 -
--------- --------- --------
Earnings from continuing
operations per common
share assuming dilution $ 4,233 7,304,148 $ .58
--------- --------- --------
Year Ended December 31, 1999
Earnings from continuing
operations on common shares
before extraordinary item $ 7,233 7,192,328 $ 1.01
Effect of dilutive securities
34
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note A - Basis of Presentation, Nature of Operations and Summary of Significant
Accounting Policies (Continued)
Earnings per share (Continued)
Contingently issuable shares - 35,092 -
Convertible debentures 645 1,005,938 (.05)
Convertible preferred stock - 137,938 (.02)
Underwriters warrants - 10,852 -
Warrants in connection with
junior subordinated notes - 6,170 -
Employee warrants - 18,203 -
Stock options - 124,460 (.02)
------ --------- -----
Earnings from continuing
operations per common
share assuming dilution $7,878 8,530,981 $ .92
--------------------------------------
Comprehensive Income
The Company reports comprehensive income in the financial statements pursuant to
SFAS No. 130, "Reporting of Comprehensive Income" ("SFAS 130"). 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.
Segment Reporting
The Company reports information about operating segments pursuant to SFAS No.
131, "Disclosure about Segments of an Enterprise and Related Information" ("SFAS
131"), which establishes standards for the way that public business enterprises
report information about operating segments. This statement also establishes
standards for related disclosures about products and services, geographic areas,
and major customers.
35
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note B - Sale of Plastics and Coatings Segment
On January 11, 2000 the Company completed the sale of all of the outstanding
capital stock of its subsidiary, Noble Canada, including Noble Canada's
wholly-owned subsidiary Tiercon (the sale of Noble Canada and Tiercon is
hereinafter referred to as the "Tiercon Sale"). In addition, as part of the
Tiercon Sale, the Company through its wholly owned subsidiary NCS, sold all of
the outstanding capital stock of NCS's wholly owned subsidiaries Vassar and NCT.
Collectively Noble Canada, Tiercon, Vassar and NCT comprised all of the
operating companies previously classified as the Company's plastics and coatings
industry segment.
The sales price for Noble Canada, Vassar and NCT was approximately $83.270
million in cash, plus the conversion of 137,938 shares of the preferred stock of
Noble Canada into common stock of Noble Canada (the preferred shares of Noble
Canada were exchangeable into common stock of the Company). The Company retained
certain real property previously owned by Vassar, valued at approximately $.839
million, and $1.8 million of accounts receivable of Tiercon. In addition, the
aggregate sales price for the Tiercon Sale is subject to adjustment based on the
working capital of Tiercon, Vassar and NCT. Pursuant to terms of the agreement,
the final purchase price adjustment will be made within ninety days of closing.
36
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note B - Sale of Plastics and Coatings Segment (Continued)
The Company utilized the proceeds from the Tiercon Sale to reduce the amounts
outstanding under its existing Credit Facility.
Condensed financial information relating to discontinued operations and net
assets of discontinued operations held for sale is as follows (in thousands):
December 31,
1998 1999
--------- ---------
Net assets of discontinued operations held for sale:
Current assets $ 20,317 $ 31,272
Property, plant and equipment, net 17,200 33,122
Other assets 24,961 23,741
------- ---------
Total assets 62,478 88,135
------- ---------
Current maturities of long term debt 337 309
Other current liabilities 15,008 15,303
Long term debt, excluding
current maturities 1,334 821
Preferred stock of subsidiaries 1,308 1,308
Other liabilities 241 3,184
------- ---------
Total liabilities 18,228 20,925
------- ---------
Net assets of discontinued operations held for sale $ 44,250 $ 67,210
======== ==========
1997 1998 1999
-------- -------- --------
Results of operations:
Net sales $ 12,120 $ 34,603 $ 72,559
Gross profit 1,783 5,409 11,836
Operating expenses 2,450 3,502 7,784
Operating income (loss) (667) 1,907 4,052
Net earnings (loss) $ (402) $ 139 $ (472)
37
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note C - Inventories
The major components of inventories were as follows (in thousands):
December 31,
1998 1999
------- ------
Raw materials and purchased parts $ 1,216 $2,437
Work in process 540 649
Finished goods 2,591 2,607
Unbilled customer tooling 660 1,226
------- ------
$ 5,007 $6,919
======= ======
38
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note D - Property, Plant and Equipment
Property, plant and equipment consisted of the following (in thousands):
December 31,
1998 1999
--------- ---------
Buildings and improvements $ 13,063 $ 14,710
Machinery and equipment 35,782 41,568
Furniture and fixtures 2,351 3,439
---------- ---------
51,196 59,717
Less accumulated depreciation and amortization 12,048 16,429
---------- ---------
39,148 43,288
Land 1,469 1,348
Construction in process 5,898 9,992
---------- ---------
$ 46,515 $ 54,628
========== =========
E - Line of Credit and Long-Term Debt
The Company maintains a secured revolving credit facility (the "Credit
Facility") with a syndicate of banks. The amount of the facility was $105
million at December 31, 1999, subsequently amended to a $50 million facility
following the Company's sale of the plastics and coatings operations and use of
$86.012 million of cash proceeds to repay borrowings under the Credit Facility
on January 11, 2000 (Note B). The Credit Facility expires in May 2002, is
secured by the assets of Noble and its subsidiaries and provides for the
issuance of up to $5 million in standby or documentary letters of credit. The
Credit Facility may be utilized for general corporate purposes, including
working capital and acquisition financing, and provides the Company with
borrowing options for multi-currency loans. Borrowing options include a
eurocurrency rate, or a base rate. Advances under the facility bore interest at
an effective rate of approximately 7.9% and 7.0% as of December 31, 1999 and
1998, respectively. Costs of originating the Credit Facility of $.693 million
are being amortized over three years. The unamortized balance of origination
costs is $.552 million at December 31, 1999 and is included in other assets,
sundry. The Credit Facility is subject to customary financial and other
covenants including, but not limited to, limitations on payment of dividends,
limitations on consolidations, mergers, and sales of assets, and bank approval
on acquisitions over $25 million.
On July 31, 1998 and concluding August 10, 1998 the Company closed a private
offering of 6% Convertible Subordinated Debentures (the "Debentures") for gross
proceeds of $20.76 million. The proceeds were used to reduce the amount of
outstanding advances under the Credit Facility. The Debentures mature on July
31, 2005 and interest is payable
39
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
E - Line of Credit and Long-Term Debt (continued)
on January 31 and July 31 of each year; provided, however, that for the first
three years, in lieu of cash interest, additional Debentures will be issued. The
Debentures are unsecured obligations of the Company which may be redeemed by the
Company during the six months beginning January 31, 2000 at 110% of the
principal amount (plus accrued interest) and at 107.5%, 104.5%, 102.5%, 101% and
100.5% during each 12 month period following. Commencing November 30, 1998, the
Debentures became convertible into Common Stock at $14.3125 per share (subject
to adjustment). Beginning January 31, 2004 and on each July 31 and January 31
thereafter, the Company is required to redeem for cash 25% of the outstanding
principal amount of the Debentures through the maturity date. Offering costs of
$1.539 million are being amortized over seven years. The unamortized balance of
offering costs is $1.441 million and $1.225 million at December 31, 1998 and
December 31, 1999 respectively, and is included in other assets, sundry.
On December 16, 1998 and concluding December 22, 1998 the Company closed a
private offering of Junior Subordinated Notes (the "Junior Notes"), together
with 105,000 warrants to purchase shares of common stock of the Company at an
exercise price of $10.00 per share expiring on the maturity date, for gross
proceeds of $3.5 million with $.141 million, or $1.34 per share, attributable to
the warrants. The proceeds were used to reduce the Credit Facility. The Junior
Notes have not been registered under the Securities Act of 1933 and were sold to
qualified investors as part of a private offering pursuant to Regulation D of a
maximum of $10 million in principal amount of Junior Notes. The Junior Notes are
unsecured obligations of the Company which may be redeemed by the Company upon
five days prior notice without penalty or premium. The Junior Notes mature on
December 1, 2003 and interest is payable on June 1 and December 1 of each year
at a stated rate of 7% and an effective rate of 8%. Offering costs of $.199
million are being amortized over five years. The unamortized balance of offering
costs is $.196 million and $.156 million at December 31, 1998 and December 31,
1999 respectively, and is included in other assets, sundry.
Long-term debt consisted of the following (in thousands):
December 31,
1998 1999
--------- ----------
Credit Facility $ 53,769 $ 85,029
Other notes, payable in monthly installments
totaling $40,000 with interest
rates ranging from 5% to 8.5%
maturing through July 2007. 1,694 1,164
40
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
E - Line of Credit and Long-Term Debt (continued)
Economic Development Revenue Bonds, City of Lawrence, Indiana. With floating
monthly interest rate (approximately 4.5% at December 31, 1999). Principal
payments of $125,000 and interest are due in semi-annual installments
through August 2005, secured by substantially all the assets
of the NMPW facility in the City of Lawrence, Indiana. 1,750 1,500
------- -------
57,213 87,693
Less current maturities 840 778
------- -------
$56,373 $86,915
======= =======
The aggregate maturities of long-term debt by year as of December 31, 1999 are
as follows (in thousands):
2000 $ 778
2001 439
2002 85,421
2003 325
2004 285
Thereafter 445
----------
$ 87,693
==========
41
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note F - Leases
The Company leases buildings and equipment under operating leases with unexpired
terms ranging from a month to month basis to six years. Rent expense for all
operating leases was (in thousands), approximately $217, $1,139 and $1,401 for
the years ended December 31, 1997, 1998 and 1999, respectively.
The future minimum lease payments under these operating leases are as follows
(in thousands):
Years Ended Related Non-Related
December 31, Party Party Total
------------- --------- ---------- ---------
2000 $ 904 $ 360 $ 1,264
2001 934 350 1,284
2002 315 369 684
2003 - 340 340
2004 - 303 303
Thereafter - 72 72
-------- --------- ----------
$ 2,153 $ 1,794 $ 3,947
======== ========= ==========
Note G - Income Taxes
The components of earnings from continuing operations and before income taxes
and extraordinary item for 1997, 1998 and 1999 are as follows (in thousands):
1997 1998 1999
---- ---- ----
United States $ 1,837 $ 5,434 $ 8,456
Foreign - 1,559 3,073
--------- --------- ----------
$ 1,837 $ 6,993 $ 11,529
========= ========= ==========
42
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note G - Income Taxes (continued)
Income taxes have been charged to operations as follows (in thousands):
1997 1998 1999
------ ------ -------
Current:
Federal $ 646 $ 2,552 $ 2,752
State and local - 102 206
------- -------- ---------
646 2,654 2,958
Deferred Federal 72 460 1,277
------- -------- ----------
$ 718 $ 3,114 $ 4,235
======= ======== ==========
A reconciliation of the actual federal income tax expense to the expected
amounts computed by applying the statutory tax rate percent to earnings or
losses before income taxes and extraordinary item is as follows (in thousands):
1997 1998 1999
-------- -------- ------
Expected federal income tax $ 625 $ 2,749 $ 3,920
Difference in Canadian statutory rates - 94 141
Nondeductible items 20 126 117
Utilization of net operating loss - - -
State taxes - 102 206
Increase in valuation allowance 43 - -
Other, net 30 43 (149)
-------- --------- -------
Actual income tax expense $ 718 $ 3,114 $ 4,235
======== ========= =======
The tax effects of temporary differences that give rise to significant deferred
tax assets and liabilities at December 31, 1998 and 1999 are as follows (in
thousands):
Deferred Tax Assets
-------------------
1998 1999
--------- ---------
Accrued expenses not currently
deductible $ 265 $ 258
Net operating loss carryovers 144 144
-------- --------
409 402
43
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note G - Income Taxes (continued)
1998 1999
-------- --------
Less: valuation allowance (144) (144)
------- --------
$ 265 $ 258
======= ========
Deferred Tax Liabilities
1998 1999
--------- ---------
Depreciation and amortization $ 1,151 $ 2,447
Accrued expenses not currently
deductible (200) (226)
--------- ----------
$ 951 $ 2,221
========= ==========
At December 31, 1998 and 1999, the Company had approximately $.423 million in
net operating loss carryovers relating to NMF's net operating loss for the
period from January 1, 1997 to the date of acquisition. The use of these
operating losses is limited, in part to future taxable income, if any, generated
by NMF and maybe further limited to the amount that can be utilized on an annual
basis. These net operating loss carryovers expire in 2012.
Note H - Related Party Transactions
Notes payable to related parties consisted of the following (in thousands):
December 31
1998 1999
--------- ----------
Unsecured demand notes, payable to a related party, interest only payments due
monthly at an annual interest rate of 10%. The note was repaid in
June 1999. $ 300 $ -
Promissory note to DCT, Inc. payable in monthly installments of
approximately $36 thousand, including interest at 10%. The note matured
on June 1, 1999. 210 -
Unsecured term note payable to the Chief Executive Officer of the Company due
December 31, 2000 with interest at the annual rate of 12%. Interest is
payable monthly and principal payments of $250 thousand are payable
quarterly with the balance due December 31, 2000. Amounts outstanding are
subordinated to the Credit Facility, Debentures and Junior Notes
discussed in Note E. 6,000 5,000
44
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note H - Related Party Transactions (Continued)
December 31
1998 1999
------- --------
Other $ 101 $ -
-------- ---------
6,611 5,000
Less current maturities 1,552 5,000
-------- ---------
$ 5,059 $ -
======== =========
45
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note I - Significant Customers
The Company had one customer which accounted for 46% and 51% of consolidated net
sales in 1998 and 1999, respectively.
Note J - Acquisitions
Noble Metal Forming, Inc.
On July 1, 1996, the Company acquired 1,343 shares of common stock of NMF,
representing 37.5% of NMF's outstanding stock in exchange for $1. Effective
April 7, 1997 Noble acquired 269 shares for nominal consideration from the
president of NMF upon his severance thereby increasing Noble's ownership to 45%.
Concurrent with the closing of the Company's initial public offering in
November, 1997, Noble acquired the remaining issued and outstanding shares of
NMF in exchange for $1.0 million.
Simultaneously with the acquisition of the remaining NMF shares, the Company
acquired Competitive Technologies Investment Company (CTIC) an entity controlled
by the prior majority shareholder of NMF. CTIC owned the facilities out of which
NMF operates. As consideration for the purchase, the Company assumed debt of
approximately $4.4 million underlying the properties.
The acquisition of the NMF shares in 1996 and April 1997 was accounted for under
the equity method of accounting, and accordingly the Company's proportionate
share of NMF's results of operations for the period from July 1, 1996 through
November 23, 1997 is reflected in the accompanying financial statements as
equity in loss of unconsolidated subsidiary. Effective with the purchase of the
remaining shares, NMF's operations have been included in the consolidated
results of operations.
46
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note J - Acquisitions (Continued)
Noble Metal Processing, Inc.
Effective March 1, 1997, UPP, a newly formed, wholly-owned subsidiary of Noble,
acquired certain of the operating assets of NMP, at that time a wholly-owned
subsidiary of DCT, Inc. DCT, Inc. is controlled by the same principals who
controlled NMF prior to the NMF acquisition by the Company. The purchase price
was $.85 million represented by a non-interest bearing note, collateralized by
the acquired assets. The note was paid in November, 1997. UPP provides laser
welding, cutting and heat treating of metal products for the automotive
industry. The debt and assets acquired were recorded at approximately $.814
million, the discounted value of the note at 8.50%.
On April 7, 1997 the Company entered into a stock purchase agreement whereby the
Company agreed to acquire all of the outstanding stock of NMP. The stock
purchase agreement provided for a purchase price of $8.2 million payable in cash
from the proceeds of a public offering, and $10.135 million in subordinated
promissory notes. The Company completed the discounted prepayment of these
promissory notes on December 17, 1998. (Note O). Included in accrued liabilities
at December 31, 1997 is approximately $1.05 million provided as due DCT, Inc. in
connection with the acquisition. The amount provided as due to DCT, Inc. in
connection with the acquisition was reduced by approximately $1 million during
1998 as the Company has determined it is not probable that this amount is owed
DCT, Inc. Additionally, certain individuals received payments of $1.4 million in
exchange for covenants not to compete. The Company also agreed to issue 11,698
shares of its common stock annually for a period of five years commencing in
1999, as partial consideration for one of these covenants. This transaction
closed concurrent with the closing of the Company's initial public offering
(Note L) on November 23, 1997. The accompanying consolidated financial
statements include the results of NMP's operations for the acquisition date
through December 31, 1998.
Pursuant to the terms of the purchase agreement, the controlling shareholder of
DCT, Inc. and NMP was, upon consummation of the Company's initial public
offering, appointed Chairman of the Company's Board of Directors, a position he
held from November 1997 until his resignation from the Company's Board of
Directors in December 1998.
The following unaudited consolidated results of operations for the year ended
December 31, 1997 is presented as if the NMF and NMP acquisitions and the
Company's initial public offering had been made effective January 1, 1996. The
unaudited pro forma information is not necessarily indicative of either the
results of operations that would have occurred had the transactions been made at
January 1, 1996 or the future results of combined operations.
47
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note J - Acquisitions (Continued)
Noble Metal Processing, Inc. (continued)
1997
----------
(In thousands)
Net sales $ 61,632
Net earnings $ 3,092
Earnings per share,
basic and diluted $ .40
Tiercon Industries, Inc.
On July 24, 1998, the Company completed the acquisition, through it's
wholly-owned subsidiary NCH and NCH's wholly-owned subsidiary Noble Canada, of
all of the outstanding capital stock of Tiercon, including Tiercon's
wholly-owned subsidiary TPI (formerly Triam Automotive Canada, Inc.).
The aggregate consideration paid for the acquisitions of Tiercon and TPI
(collectively, the "Tiercon Acquisition") consisted of approximately $30.4
million in cash and 80,000 shares of Noble Canada's Class T Non-Voting
Exchangeable Preferred Shares valued at $.91 million. (Note K). The Tiercon
Acquisition has been accounted for as a purchase. The results of operations of
TPI, from July 1, 1998 forward are included in results from discontinued
operations in the accompanying financial statements (Note B).
Tiercon Coatings, Inc.
On October 1, 1998, the Company completed the acquisition, through it's
wholly-owned subsidiary NCH II and NCH II's Noble Canada II of all of the
outstanding capital stock of TCI.
The aggregate consideration paid for the acquisition of TCI consisted of
approximately $.882 million in cash and 57,938 shares of Noble Canada II's Class
C Exchangeable Non-Voting Preferred Shares valued at $.398 million. (Note K).
The acquisition of TCI has been accounted for as a purchase. The results of
operations of TCI, from October 1, 1998 forward are included in results from
discontinued operations in the accompanying financial statements (Note B).
Noble Metal Processing-Midwest, Inc.
On October 1, 1998, the Company completed the acquisition, through it's
wholly-owned subsidiary Utilase Blank Welding Technologies, Inc. ("UBWT"), of
substantially all of the assets and the assumption of certain specified
liabilities of H&H Steel Processing Company, Inc. Concurrently with the October
1, 1998 closing of the acquisition ("NMPWAcquisition"), UBWT changed its name to
H&H Steel Processing, Inc. and in May of 1999 H&H Steel Processing, Inc. changed
its name to Noble Metal Processing-Midwest, Inc.
48
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note J - Acquisitions (Continued)
Noble Metal Processing-Midwest, Inc. (continued)
The purchase price for the NMPW Acquisition consisted of a) $11.08 million in
cash, plus b) an amount equal to approximately $.78 million of seller's
pre-closing expenditures by NMPW's North Vernon, Indiana facility with the final
amount to be determined by reference to a final closing balance sheet, plus c)
$1.5 million in cash representing the actual cost to acquire the remaining 50%
partnership interest in Precision Blanking Limited (which resulted in the seller
owning 100% of the partnership, the assets of which included approximately $1.4
million in cash at October 1, 1998) and d) the assumption of certain liabilities
aggregating approximately $2.9 million. The purchase agreement provides that
additional liabilities currently estimated to be approximately $1.4 million at
October 1, 1998 are recoverable from the seller with the final amount to be
determined by reference to a final closing balance sheet. The Company is
currently engaged in litigation with the seller regarding the $1.4 million of
additional liabilities recoverable from the seller. In addition, the Company
will pay the former owners a performance premium based upon annual sales for the
years 1999 through 2003 equal to a minimum of $.5 million and a maximum of $2.0
million. Currently, the Company has set off the performance premium against
monies owed to it in connection with the purchase.
The NMPW Acquisition has been accounted for as a purchase, and, accordingly, the
results of operations of NMPW from October 1, 1998 forward are included in the
accompanying financial statements.
The following unaudited consolidated results of operations for the years ended
December 31, 1997 and 1998 is presented as if the NMPW acquisition had been made
effective January 1, 1997. The unaudited pro forma information is not
necessarily indicative of either the results of operations that would have
occurred had the transaction been made at January 1, 1997 or the future results
of combined operations (in thousands):
1997 1998
-------- --------
Net sales $ 29,613 $ 71,240
Net earnings from continuing operations
before extraordinary item $ 2,648 $ 4,169
Net earnings (loss) from discontinued
operations $ (402) $ 139
Net earnings before extraordinary item $ 2,246 $ 4,308
Net earnings $ 2,246 $ 4,914
Earnings per share continuing operations
before extraordinary item
Basic $ .62 $ .58
Diluted $ .62 $ .57
Earnings (loss) per share from discontinued operations
Basic $ (.10) $ .02
Diluted $ (.10) $ .02
49
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note J - Acquisitions (Continued)
Noble Metal Processing-Midwest, Inc. (continued)
1997 1998
------- ------
Earnings per share before extraordinary item
Basic $ .52 $ .60
Diluted $ .52 $ .59
Earnings per share
Basic $ .52 $ .69
Diluted $ .52 $ .67
50
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note J - Acquisitions (Continued)
Jebco Manufacturing, Inc.
The Company purchased certain assets of Jebco Manufacturing, Inc. on August 31,
1999 for $4.086 million in cash resulting in goodwill of $2.612 million. The
results of operating the purchased assets from August 31, 1999 forward are
included in the accompanying financial statements. Proforma information is not
presented as the results of Jebco for the period January through August 31, 1999
were not material.
Note K - Preferred Stock of Subsidiaries
On April 1, 1997, the Company authorized 150,000 shares of its Series A, 10%
cumulative preferred stock. During 1998, the Company issued 7,375 shares of its
Series A, 10% cumulative preferred shares pursuant to the conversion of an
equivalent number of NMF preferred shares. (Note L). The preferred stock is
redeemable at the option of the holder, pursuant to the terms of the exchange
agreement, at par value plus accrued dividends. There were 5,125 shares issued
and outstanding at December 31, 1999.
Note L - Shareholders' Equity
Effective July 30, 1997, Noble issued 38,000 shares of its Series A, 10%
cumulative preferred shares and 64,838 common shares to an off-shore investment
fund in exchange for $3.8 million. The investment manager of this fund is a
limited liability company of which Noble's Chief Executive Officer was then a
manager. The preferred stock was redeemable at the option of Noble at par value
plus accrued dividends. The proceeds from the issuance of the preferred and
common shares were allocated based on their estimated relative fair values at
the date of issuance. $3.447 million and $.353 million was allocated to the
preferred and common shares, respectively. On December 22, 1997, the Company
redeemed both the preferred and common stock in exchange for $3.8 million.
On November 23, 1997, the Company completed the public offering of 3,300,000
shares of its common stock at $9 per share, resulting in net proceeds of $26.258
million. In connection with the public offering, the Company granted its
underwriters warrants to purchase at the underwriter's option, up to 330,000
shares of common stock at an exercise price of $10.80 per share or a cashless
exercise pursuant to a formula stipulated in the agreement which is based on the
increase in the market price of the Company's common shares beyond $10.80 per
share. The warrants became exercisable in November, 1998 and expire in November,
2002. In the event the warrants are exercised, the issuance of the common stock
will be considered an additional cost of the offering. During 1999 85,446
warrants were exercised and 244,554 warrants remained outstanding at December
31, 1999.
In connection with the private offering of Junior Notes (Note E), the Company
issued 105,000 warrants to purchase shares of common stock of the Company at an
exercise price of $10.00 per share or a cashless exercise pursuant to a formula
stipulated which is based on the increase in the market price of the Company's
common shares beyond
51
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note L - Shareholders' Equity (Continued)
$10.00 per share. The warrants are valued at $1.34 per share for an aggregate of
approximately $.141 million. The warrants are exercisable until expiration on
December 1, 2003. In the event the warrants are exercised, the issuance of the
common stock will be considered additional paid-in capital. During 1999 15,000
warrants were exercised and 90,000 warrants remained outstanding at December 31,
1999.
During 1999 the Company issued 152,500 warrants to purchase shares of common
stock of the Company at exercise prices from $7.86 to $10.00 per share or a
cashless exercise pursuant to a formula stipulated which is based on the
increase in the market price of the Company's common shares beyond the exercise
price per share. The warrants are exercisable until expiration, 120,000 warrants
expiring on December 31, 2001, 15,000 warrants expiring on January 4, 2003 and
17,500 warrants expiring on April 1, 2003. In the event the warrants are
exercised, the issuance of the common stock will be considered additional
paid-in capital.
On January 27, 2000, the Board of Directors approved a stock repurchase program
of up to $5.0 million of the Company's common stock. Common stock may be
repurchased from time to time in the open market, depending upon market
conditions in accordance with Securities and Exchange Commission Rules.
Note M - Industry Segments
The Company classifies its operations into two industry segments based on types
of products and services: metals processing (NMPW, NMP, NMF, UPP and Land
Holdings) and distribution (Monroe). The metal processing group provides a
variety of laser welding, metal blanking, forming, slitting, cutting and die
construction products and services utilizing proprietary laser weld and light
die technology. The metal processing group sells direct to automotive OEM's and
Tier 1 suppliers. Monroe distributes tooling components.
Transactions between the metal processing and distribution segments are not
significant and have been eliminated. Interest expense is allocated to each
segment based on the segments actual borrowings from the corporate headquarters,
together with a partial allocation of corporate general and administrative
expenses. Revenues from external customers are identified geographically based
on the customer's shipping destination.
52
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note M - Industry Segments (Continued)
The Company's operations by business segment for the year ended December 31,
1999 follows (in thousands):
Metals Segment
Processing Distribution Totals
----------- ------------ ----------
Revenues from external customers $ 81,263 $ 4,003 $ 85,266
Interest income 4 - 4
Interest expense 5,276 181 5,457
Depreciation and amortization 5,889 286 6,175
Segment profit pre tax 8,825 1,011 9,836
Segment assets 95,184 6,631 101,815
Expenditure for segment assets 12,275 47 12,322
Reconciliation to consolidated amounts
Earnings
Total earnings for reportable segments $ 9,836
Unallocated corporate headquarters expense 1,693
--------
Earnings from continuing operations before
income taxes and extraordinary item $ 11,529
========
Assets
Total assets for reportable segments $101,815
Net assets of discontinued operations held for sale 67,210
Corporate headquarters 5,780
--------
Total consolidated assets $174,805
========
Other Significant Items
Segment Consolidated
Totals Adjustments Totals
---------- ----------- -----------
Interest expense $ 5,457 $ (3,638) $ 1,819
Expenditures for segment assets 12,322 28 12,350
Depreciation and amortization 6,175 454 6,629
Geographic Information
Long-Lived
Revenues Assets
---------- -----------
United States $ 69,152 $ 77,276
Canada 14,689 2,068
Mexico 1,352 -
Other 73 -
--------- --------
Total $ 85,266 $ 79,344
========= ========
53
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note L - Industry Segments (Continued)
The Company's operations by business segment for the year ended December 31,
1998 follows (in thousands):
Metals Segment
Processing Distribution Totals
--------- ---------- ----------
Revenues from external customers $ 55,263 $ 5,010 $ 60,273
Interest income - - -
Interest expense 2,239 365 2,604
Depreciation and amortization 3,546 280 3,826
Segment profit pre tax 5,823 1,345 7,168
Segment assets 81,483 6,884 88,367
Expenditure for segment assets 13,831 11 13,842
Reconciliation to consolidated amounts
Earnings
Total earnings for reportable segments $ 7,168
Unallocated corporate headquarters expense (175)
--------
Earnings from continuing operations
before income taxes and extraordinary item $ 6,993
========
Assets
Total assets for reportable segments $ 88,367
Net assets of discontinued operations held for sale 44,250
Corporate headquarters 3,775
--------
Total consolidated assets $136,392
========
Other Significant Items
Segment Consolidated
Totals Adjustments Totals
---------- ----------- ------------
Interest expense $ 2,604 $ (1,760) $ 844
Expenditures for segment assets 13,842 99 13,941
Depreciation and amortization 3,826 134 3,960
Geographic Information
Long-Lived
Revenues Assets
---------- ----------
United States $ 46,581 $ 67,353
Canada 13,350 2,281
Mexico 342 -
--------- -----------
Total $ 60,273 $ 69,634
========= ===========
54
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note M - Industry Segments (Continued)
The Company's operations by business segment for the year ended December 31,
1997 follows (in thousands):
Metals Segment
Processing Distribution Totals
----------- ------------ ---------
Revenues from external customers $ 6,772 $ 5,352 $ 12,124
Interest income 49 - 49
Interest expense 184 613 797
Depreciation and amortization 365 280 645
Segment profit (loss) pre tax 710 1,217 1,927
Segment assets 54,477 7,195 61,672
Expenditure for segment assets 2,013 13 2,026
Reconciliation to consolidated amounts
Revenues
Total revenues for reportable segments $ 12,124
Management fee from unconsolidated affiliate 119
---------
Total consolidated revenues $ 12,243
=========
Earnings
Total earnings for reportable segments $ 1,927
Unallocated corporate headquarters expense (91)
---------
Earnings from from continuing operations
before income taxes and extraordinary item $ 1,836
=========
Assets
Total assets for reportable segments $ 61,672
Net assets of discontinued operations held for sale 1,978
Corporate headquarters 980
---------
Total consolidated assets $ 64,630
=========
Other Significant Items
Segment Consolidated
Totals Adjustments Totals
---------- ----------- ------------
Interest expense $ 797 $ (244) $ 553
Expenditures for segment assets 2,026 162 2,188
Depreciation and amortization 645 31 676
55
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note M - Industry Segments (Continued)
Geographic Information
Long-Lived
Revenues Assets
---------- ----------
United States $ 10,992 $ 42,862
Canada 1,251 2,060
--------- -----------
Total $ 12,243 $ 44,922
Note N - Stock Option Plan
In 1997, the Company adopted a stock option plan which provides for the grant to
employees, officers, directors, consultants and independent contractors
non-qualified stock options as well as for the grant to employees of qualified
stock options (the "Plan"). The plan has a ten year term. Under the 1997 plan,
700,000 shares of the Company's common shares have been reserved for issuance.
No options were granted in 1997, 301,250 and 226,250 options were granted during
1998 and 1999, respectively.
The Plan is administered by the Compensation Committee of the Board of
Directors, which has the authority, subject to certain limitations, to grant
options and to establish the terms and conditions for vesting and exercise
thereof. The exercise price of the incentive stock options granted will be no
less than the fair market value of the common stock on the date of grant. The
exercise price of its 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 will not exceed ten years from the date of grant.
The Company accounts for the stock option plan under APB Opinion No. 25,
"Accounting for Stock Issued To Employees", and related interpretations in
accounting for its plan. Accordingly, no compensation cost has been recognized
for its stock option plan. Had compensation cost for the Company's stock option
plan been determined based on the fair value at the grant dates for awards under
those plans consistent with the method of SFAS Statement 123, "Accounting for
Stock Based Compensation", the Company's net earnings and earnings per share
would have been reduced to the proforma amounts indicated below for the year
ended December 31, 1998 and 1999 (in thousands, except per share data):
1998 1999
-------- -------
Net earnings As reported $ 4,978 $ 6,761
Pro forma $ 4,710 $ 6,219
Basic earnings per share As reported $ .70 $ .94
Pro forma $ .66 $ .87
Diluted earnings per share As reported $ .68 $ .87
Pro forma $ .64 $ .80
56
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1997, 1998 and 1999
- --------------------------------------------------------------------------------
Note N - Stock Option Plan (continued)
A summary of the status of the Plan as of December 31, 1998 and 1999 and the
changes during the year ended December 31, 1998 and 1999 is presented below:
Weighted Average
Exercise
Shares Price
-------- --------
December 31, 1998
Outstanding at beginning of year -
Granted 301,250 $ 6.14
Exercised -
Forfeited -
-------- ------
Outstanding at end of year 301,250 $ 6.14
======== ======
December 31, 1999
Outstanding at beginning of year 301,250 $ 6.14
Granted 226,250 12.06
Exercised (10,000) 6.23
Forfeited (50,000) 6.05
-------- ------
Outstanding at end of year 467,500 $ 7.97
======== ======
Options exercisable as of December 31, 1998 were 21,250 shares at an average
exercise price of $6.20. The range of exercise prices was $6.05 to $6.23. The
weighted average contractual life of options outstanding at December 31, 1998
was 9.4 years. Options exercisable as of December 31, 1999 were 42,500 shares at
an average exercise price of $11.53. The range of exercise prices was $6.05 to
$13.55. The weighted average contractual life of options outstanding at December
31, 1999 was 9.0 years.
Fair values of options granted were determined using the Black-Scholes option
pricing model based on the assumptions of 5.2% and 6.5% risk-free interest rate
for 1998 and 1999, respectively, no dividend yield, expected life of 10 years
and expected volatility of 63.24% and 53.28% for 1998 and 1999, respectively.
Note O - Extraordinary Item
The Company completed the discounted prepayment of unsecured subordinated
promissory notes (the "Notes") payable to DCT, Inc. and an officer of NMP on
December 17, 1998. The Notes, which were due November 1, 2001 and had an
aggregate principal face amount of approximately $10.135 million, were prepaid
at an agreed upon amount of $9.666 million including accrued interest. The Notes
were prepaid substantially through proceeds from the Junior Notes (Note E) and a
loan to the Company from the Company's Chief Executive Officer.
57
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Financial Statements [Filed under Item 8 above.]
Financial Statement Schedules
Not applicable.
Exhibits
--------
4.1** Indenture between Noble International, Ltd. and American Stock Transfer & Trust Company dated as
of July 23, 1998.
10.45* Form of Non-Compete Agreement between Utilase, Inc. and James Bronce Henderson III.
10.46* Form of Non-Compete Agreement between the Company and Jeffrey A. Moss.
10.47* Form of Non-Compete Agreement between Utilase, Inc. and DCT, Inc.
10.48* Employment Agreement dated April 7, 1997 between Utilase, Inc. and John K. Baysore.
10.49* Registration Rights Agreement dated April 7, 1997 among the Company, Utilase, Inc., James Bronce
Henderson III and Jeffrey A. Moss.
10.51** Share Purchase Agreement between Triam Automotive, Inc. and Tiercon Holdings, Inc. dated July 2,
1998.
10.52** Agreement Amending the Share Purchase Agreement by and between Magna International, Inc. and
Tiercon Holdings, Inc. dated July 24, 1998.
10.53** Stock Purchase Agreement among Noble International, Ltd., Noble Canada, Inc., Tiercon Holdings,
Inc. and Wrayter Investments, Inc. dated July 24, 1998.
10.54** Share Exchange Agreement among Noble International, Ltd., Noble Canada Holdings, Limited, Noble
Canada, Inc., and Wrayter Investments, Inc. dated July 24, 1998.
10.55** Registration Rights Agreement among Noble International, Ltd. and Wrayter Investments, Inc.
dated July 24, 1998.
10.56** Registration Rights Agreement executed and delivered by Noble International, Ltd. in favor of
the Holders of Debentures and Registrable Securities dated July 23, 1998.
10.57*** Stock Exchange Agreement by and among Noble Metal Technologies, Inc., Noble International, Ltd.,
Utilase, Inc., Noble Metal Products, Inc. and Utilase Production Process, Inc. effective as of
March 31, 1998.
10.58*** Stock Exchange Agreement by and among Noble Components & Systems, Inc., Noble International,
Ltd., Prestolock International, Ltd., Cass River Coatings, Inc. d/b/a
58
Vassar Industries, Monroe Engineering Products, Inc., and Skandy Corp. effective as of March 31,
1998.
10.59**** Stock Purchase Agreement among Noble International, Ltd., Noble Canada II, Inc., Centrifugal
Coaters, Inc., Wrayter Investments, Inc., Roynat, Inc., Crosbie & Company, Inc., First Ontario
Labour Sponsored Investment Fund, Ltd., 659730 Ontario, Inc. and Robert J. Blake, Jr. dated
September 8, 1998.
10.60**** Share Exchange Agreement among Noble International, Ltd., Noble Canada Holdings, II, Limited,
Noble Canada II, Inc., Wrayter Investments, Inc. and Robert Blake, Jr. dated October 1, 1998.
10.61**** First Amendment to Registration Rights Agreement among Noble International, Ltd., Wrayter
Investments, Inc. and Robert Blake, Jr. dated October 1, 1998.
10.62**** Asset Purchase Agreement by and among Noble International, Ltd., Utilase Blank Welding
Technologies, Inc., H&H Steel Processing Company, Inc., Terry Hill and Robert G. Kreiling dated
September 30, 1998.
10.63**** Amended and Restated Share Purchase Agreement among Noble International, Ltd. and Noble
Components & Systems, Inc. and 1391295 Ontario Limited and Tiercon Holdings US, Inc. dated
December 24, 1999.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Independent Certified Public Accountants.
27.1 Financial Data Schedule.
- ---------------
* Incorporated herein by reference to the Company's Registration Statement on
Form S-1 (Reg. No. 333-27149).
** Incorporated herein by reference to the Company's Current Report on Form
8-K filed August 10, 1998.
*** Incorporated herein by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1998 and filed on May 14, 1998.
**** Incorporated herein by reference to the Company's Current Report on Form
8-K filed October 16, 1998.
(b) Reports on Form 8-K.
not applicable
59
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: March 30, 2000 NOBLE INTERNATIONAL, LTD.
By: /S/ ROBERT J. SKANDALARIS
---------------------------
Robert J. Skandalaris,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Skandalaris and Michael C.
Azar, his attorneys-in-fact, each with the power of substitution, for him in any
and all capacities, to sign any amendments to this Report on Form 10-K, and to
file the same, with Exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or substitute or substitutes may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the persons on behalf of the Registrant in
the capacities and on the dates indicated.
/S/ ROBERT J. SKANDALARIS March 30, 2000
- -----------------------------------------------------
Robert J. Skandalaris, Chairman of the
Board and Chief Executive Officer
(Principal Executive Officer)
/S/ LLOYD P. JONES March 30, 2000
- -----------------------------------------------------
Lloyd P. Jones III, President, Chief Operating
Officer and Director
/S/ DANIEL W. SAMPSON March 30, 2000
- -----------------------------------------------------
Daniel W. Sampson, Chief Financial
Officer and Director (Principal Financial
and Accounting Officer)
/S/ RICHARD K. MASTAIN March 30, 2000
- -----------------------------------------------------
Richard K. Mastain, Director
/S/ DANIEL J. MCENROE March 30, 2000
- -----------------------------------------------------
Daniel J. McEnroe, Director
/S/ JONATHAN P. RYE March 30, 2000
- -----------------------------------------------------
Jonathan Rye, Director
/S/ ANTHONY R. TERSIGNI March 30, 2000
- -----------------------------------------------------
Anthony R. Tersigni, Director
60
/S/ MICHAEL R. HOTTINGER March 30, 2000
- -----------------------------------------------------
Michael R. Hottinger, Director
/S/ MARK T. BEHRMAN March 30, 2000
- -----------------------------------------------------
Mark T. Behrman, Director
61
[INSERT FINANCIALS]