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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, 1998
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from __________ to __________
Commission File No.: 001-13581
NOBLE INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
Michigan 38-3139487
(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:
Title of each class Name of each exchange on which registered
Common Stock, no par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934, during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the shares of common stock, no par value
("Common Stock") held by non-affiliates of the registrant as of March 30, 1999,
was approximately $41.4 million based upon the average of the high and low sales
prices for the Common Stock on the American Stock Exchange on such date.
The number of shares of the registrant's Common Stock outstanding as of
March 30, 1999 was 7,173,275.
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 1999 Annual Meeting to be held April 26,
1999 (the "1999 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. Since its formation in 1993, Noble has completed ten
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. (formerly Prestolock International, Ltd., "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. (formerly
Noble Metal Products, Inc. and DCT Component Systems, Inc., "NMF"), and Noble
Metal Processing, Inc. (formerly Utilase, 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 H&H Steel Processing, Inc. ("H&H").
The Company's operating subsidiaries are organized into three divisions
based upon the products and services produced. These divisions include metal
processing (H&H, NMP, NMF and UPP), plastics and coatings (NCT, TPI, TCI and
Vassar), and distribution (Monroe).
Financial Information about Industry Segments
See Note L 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, 1998, 1997 and 1996.
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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 of automotive
components; (v) injection molding of plastic automotive components; (vi)
painting and coating of interior and exterior automotive components; (vii)
design, engineering and assembly of automotive glovebox latches.
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 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.
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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. H&H is a processor of flat-rolled steel,
capable of blanking, shearing, slitting and warehousing steel for its customers.
H&H operates proprietary light-die presses which reduce down time and increase
productivity. H&H's products are sold primarily to steel companies for
subsequent resale to automotive stampers and welders. H&H also stores steel
coils for its customers for subsequent delivery to other suppliers.
Metal Stamping. NMF manufactures a variety of automotive components
utilizing progressive die stampings. 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.
Glovebox Latches. NCT designs, engineers and assembles automotive
glovebox latches under the brand name Prestolock(R). The design and engineering
of a new Prestolock(R) latch begins two to three years prior to actual
production. Automotive glovebox latches are required to comply with certain
safety standards and to be engineered to fit securely into the glovebox. NCT's
engineers are included in the planning and design phase by both GM and Chrysler,
and remain up to date with new body platforms under consideration by the OEMs
and Tier I instrument panel suppliers. After a new latch is designed, NCT
produces prototype latches and builds the required tooling for production parts.
NCT then contracts with manufacturers for the various component parts of the
latch and begins the assembly planning process.
4
Plastics and Coatings.
Injection Molding of Plastic Components. TPI operates 27 separate
plastic injection molding machines ranging in size from 120 tons to 3300 tons.
The range of products produced by TPI includes interior and exterior moldings
and bodyside moldings and rockers, for such platforms as General Motor's
Cadillac division, Buick Oldsmobile and Pontiac automobiles. TPI has obtained a
preferred supplier contract with Magna International which provides it with a
competitive advantage in obtaining new production orders.
Painting and Coating. TCI and Vassar provide fully automated painting
and coating services to a variety of OEM and Tier I customers. The coatings
group paints interior trim components as well as exterior body side moldings,
claddings and facias, spoilers, bumper grilles and rubber components. TCI is
currently building a 160,000 square foot state of the art painting facility in
Stoney Creek Canada adjacent to an existing TPI painting facility. This new
facility will provide the Company with fully automated paint lines capable of
making rapid paint and part changes in a high-speed production environment.
Since 1986, Vassar has operated as a dedicated GM/Delphi supplier, painting
steering column component parts for GM/Delphi's Saginaw Steering Division. As an
extension of its relationship with GM/Delphi, the Company also provides steering
column sequencing and other assembly services.
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. 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 the primary North American 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) 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.
5
Marketing.
The Company's salesmen 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. 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,
paint, plastic and gases such as carbon dioxide and argon. The Company obtains
its raw materials from a variety of suppliers. With the exception of Monroe's
purchase of tooling components from Kipp(R) and Elesa(R), the Company does not
believe that it is dependent upon any of its suppliers, despite concentration of
purchasing of certain materials from a few sources, as other suppliers of the
same or similar materials are readily available. The Company typically purchases
its raw materials on a purchase order basis as needed and has generally been
able to obtain adequate supplies of raw materials for its operations. Further, a
substantial portion of the Company's metals processing business involves the
toll processing of materials supplied by the Tier I customer, typically a steel
manufacturer.
Patents and Trademarks.
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 of 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
6
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 1998, sales to the automotive industry accounted
for approximately 94.7% of the consolidated net sales of the Company, with GM
and Chrysler, including their respective Tier I suppliers, accounting for 30%
and 29%, respectively, of 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.
Employees.
As of December 31, 1998, the Company had approximately 1,500 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 330 production workers at one TPI plant are
represented by the Union of Needle Trade Industrial and Textile Employees. TPI's
plant has never been subject to a strike, lockout or other major work stoppage.
The current collective bargaining agreement with these production workers
expires in February 2000. Approximately 70 production workers at three of H&H's
Ohio and Indiana metal processing facilities are represented by the
International Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers of
America. H&H's plants have also never been subject to a strike, lockout or other
major work stoppage. The current collective bargaining agreements with these
production workers expire in June 2000, December 2000 and June 2001.
7
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.
Substantial 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 the substantial majority 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, 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, July 1998 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
8
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 deem
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.
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
9
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 the Company's Canadian injection molded plastics plant are
represented by a union. This plant has never been subject to a strike, lockout
or other major work stoppage. The current collective bargaining agreement with
these production workers expires on February 4, 2000. In addition, the
production workers at the Company's Ohio and Indiana metal processing facilities
are represented by a union. These plants have also never been subject to a
strike, lockout or other major work stoppage. The current collective bargaining
agreements with these production workers expire in June 1999, June 2000 and
December 2000.
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 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, Lloyd P. Jones, III, its President and Chief
Operating Officer, and its other executive officers. The Company has an
employment agreement with Mr. Skandalaris. The Company does not, however, have
employment agreements with Mr. Jones or 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.
10
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 Sections 790 through 799 of the
Michigan Business Corporation Act, which could have similar effects.
Risks Associated With International Operations. The Company recently
expanded its presence internationally through the acquisition of two operating
subsidiaries in Ontario, Canada. The Company's business strategy includes 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 3,732,561 of the shares of Common Stock currently issued and
outstanding are "restricted securities" as that term is defined under Rule 144
under the Securities Act of 1933 and may not be sold unless they are registered
or unless an exemption from registration, such as the exemption provided by Rule
144, is available. All of these restricted securities are currently eligible for
resale pursuant to Rule 144, subject in most cases to the volume and manner of
sale limitations prescribed by Rule 144.
Year 2000. The Company has conducted an evaluation of the actions
necessary in order to ensure that its business critical computer systems will be
able to function without disruption with respect to the application of dating
systems in the Year 2000. As a result of these evaluations, the Company is
engaged in the process of upgrading, replacing and testing certain of its
information and other computer systems so as to be able to operate without
disruption due to Year 2000 issues. Remedial actions are scheduled to be
completed during the second quarter of 1999 and, based upon information
currently available, the Company does not anticipate that the costs of its
remedial actions will be material to its results of operations or financial
condition. However, there can be no assurance that the remedial actions being
implemented will be able to be completed by the time necessary to avoid dating
systems problems or that the cost of doing so will not be material. If the
Company is unable to complete its remedial actions in
11
the planned time frame, contingency plans will be developed to address those
business critical systems which may not be Year 2000 compliant. In addition,
disruptions with respect to the computer systems of vendors or customers, which
systems are outside the Company's control, could impair its ability to obtain
necessary materials or products or to sell to or service its customers.
Disruptions of the Company's computer systems, or the computer systems of its
vendors or customers, as well as the cost of avoiding such disruption, could
have a material adverse effect upon the Company's financial condition and
results of operations.
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, 1998, the Company operated a total of 17 facilities
in the United States and seven facilities in Canada and Mexico. The Company's
metal processing division operations are conducted through thirteen 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 910,000 square
feet. The Company's plastics and coatings division operations are conducted
through seven manufacturing facilities, comprising approximately 388,000 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 1,298,000 square feet. No facility is
materially underutilized. Of the Company's 24 existing facilities, twelve are
owned and the balance are leased with expiration dates ranging from 1998 through
2012. 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.
12
PART II
Item 5. Market for the Company's Common Equity and Related Stockholder Matters.
The Company's Common Stock is traded on the American Stock Exchange
("AMEX") under the symbol NIL. The Common Stock commenced trading on AMEX on
November 19, 1997 as a result of the Company's initial public offering. Prior to
that date there was no public market for the Common Stock. The following table
sets forth the range of high and low closing sales prices for the Common Stock
for each period indicated:
High Low
-------------------- -----------------
1997:
Fourth Quarter $9.25 $6.75
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
As of February 26, 1999 there were approximately 400 record holders and
approximately 1,900 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.
Recent Sales of Unregistered Securities.
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 Debentures were offering and sold
pursuant to Regulation D under the Securities Act of 1933, as amended (the
"Act") to non-U.S. persons. BlueStone Capital Partners, L.P. and Robert Fleming
& Co. Limited acted as placement agents. The Debentures mature on July 31, 2005
and interest is payable on January 31 and July 31 of each year; provided,
however, that for the first three years, in lieu of cash interest, additional
Debentures will be issued. The Debentures are unsecured obligations of the
Company which may be redeemed by the Company during the six months beginning
January 31, 2000 at 110%, 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
13
thereafter, the Company is required to redeem for cash 25% of the outstanding
principal amount of the Debentures through the maturity date.
On December 16, 1998 and concluding December 22, 1998 the Company
closed a private offering of units consisting of 7% Junior Subordinated Notes
(the "Junior Notes") and Common Stock Purchase Warrants ("Warrants") for gross
proceeds of $3.5 million. BlueStone Capital Partners, L.P. acted as placement
agent. The Junior Notes were offered and sold to accredited investors only as
part of a private offering pursuant to Regulation D under the Act. 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%. The Warrants have
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.
Except for the foregoing, during the period covered by this Report the
Company made no other unregistered sales of securities.
14
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, 1998 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,
------------------------------------------------------------------
1994 1995 1996 1997 1998
---------- ---------- ---------- ---------- ----------
(Dollars in thousands, except per share data)
Consolidated Statements of Operations Data:
Net sales .................................................. $ 3,305 $ 4,442 $ 16,187 $ 24,363 $ 94,876
Cost of goods sold ......................................... 2,261 2,911 10,587 16,777 69,775
---------- ---------- ---------- ---------- ----------
Gross profit ............................................. 1,044 1,531 5,600 7,586 25,101
Selling, general and administrative expense ................ 915 1,030 5,088 5,698 15,349
---------- ---------- ---------- ---------- ----------
Operating profit ........................................... 129 501 512 1,888 9,752
Equity in loss of unconsolidated subsidiary ................ - - (95) (126) -
Interest income ............................................ - - 5 49 36
Interest expense ........................................... (24) (24) (555) (755) (2,673)
Sundry, net ................................................ 1 29 64 63 18
---------- ---------- ---------- ---------- ----------
Earnings (loss) before income taxes,
minority interest and extraordinary item ................. 106 506 (69) 1,119 7,133
Minority interest .......................................... 38 67 - 23 55
Income tax expense ......................................... 8 30 7 379 2,688
---------- ---------- ---------- ---------- ----------
Net earnings (loss) before extraordinary item .............. 60 409 (76) 717 4,390
Extraordinary item - extinguishment of
debt (less applicable tax of $372)(1) .................... - - - - 606
---------- ---------- ---------- ---------- ----------
Net earnings (loss) ........................................ 60 409 (76) 717 4,996
Preferred stock dividends .................................. - - - 144 18
---------- ---------- ---------- ---------- ----------
Net earnings (loss) on common shares ....................... $ 60 $ 409 $ (76) $ 573 $ 4,978
========== ========== ========== ========== ==========
Basic earnings (loss) per common share:
Earnings (loss) per common share
before extraordinary item .............................. $ .03 $ .10 $ (.02) $ .13 $ .61
Extraordinary item - gain on ext. of debt (1) ............ - - - - $ .09
---------- ---------- ---------- ---------- ----------
Earnings (loss) per common share (2) ..................... $ .03 $ .10 $ (.02) $ .13 $ .70
========== ========== ========== ========== ==========
Basic wtg. ave. common shares outstanding .................. 1,535,170 2,807,390 3,820,390 4,285,134 7,161,872
Diluted earnings (loss) per common share:
Earnings (loss) per common share
before extraordinary item .............................. $ .03 $ .10 $ (.02) $ .13 $ .60
Extraordinary item - gain on ext. of debt (1) ............ - - - - .08
---------- ---------- ---------- ---------- ----------
Earnings (loss) per common share ......................... $ .03 $ .10 $ (.02) $ .13 $ .68
========== ========== ========== ========== ==========
Diluted wtg. ave. common shares outstanding ................ 1,535,170 2,807,390 3,820,390 4,285,134 7,304,148
Other Financial Information:
EBITDA(3) .................................................. $ 121 $ 566 $ 999 $ 2,830 $ 15,632
Ratio of EBITDA to interest expense ........................ 5.0x 23.6x 1.8x 3.7x 5.8x
Cash flow from:
Operating ................................................ (214) 392 913 163 $ 10,500
Investing ................................................ (429) (203) 270 (12,520) (66,142)
Financing ................................................ 645 (191) (713) 14,239 56,838
Effect of exchange rate changes on cash .................. - - - - (1,008)
---------- ---------- ---------- ---------- ----------
Net cash flow ................................................ $ 2 $ (2) $ 470 $ 1,882 $ 188
========== ========== ========== ========== ==========
Consolidated Balance Sheet Data:
Total assets ............................................... $ 1,189 $ 1,785 $ 11,533 $ 67,101 $ 153,623
Working capital (deficiency) ............................... 295 349 (817) 5,564 8,334
Total debt ................................................. 213 218 8,675 28,264 91,631
Shareholders' equity ....................................... 355 624 729 27,610 31,340
- ----------
(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 1994 and 1995 have 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.
15
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)
1996 1997 1998
- ---------------------------------------------------------------------------------------------------------------------------
Net sales $ 16,187 $ 24,363 $ 94,876
Cost of goods sold 10,587 16,777 69,775
- ---------------------------------------------------------------------------------------------------------------------------
Gross profit 5,600 7,586 25,101
Selling, general, and administrative expense 5,088 5,698 15,349
- ---------------------------------------------------------------------------------------------------------------------------
Operating profit 512 1,888 9,752
Equity in loss of unconsolidated subsidiary 95 126 -
Interest income (5) (49) (36)
Interest expense 555 755 2,673
Sundry, net (64) (63) (18)
- ---------------------------------------------------------------------------------------------------------------------------
Earnings (loss) before income taxes and minority interest (69) 1,119 7,133
Minority interest - 23 55
Income tax expense 7 379 2,688
- ---------------------------------------------------------------------------------------------------------------------------
Earnings (loss) before extraordinary item (76) 717 4,390
Extraordinary item - - 606
Preferred stock dividend - 144 18
===========================================================================================================================
Net earnings (loss) $ (76) $ 573 $ 4,978
===========================================================================================================================
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997
Net Sales. Net sales increased by $70.5 million, or 288.9%, to $94.9
million for the year ended December 31, 1998 from $24.4 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 52.9% of the year to year increase in net sales. TPI and TCI,
which were acquired in July and October 1998, respectively,
16
contributed sales of $23.3 million, representing 33.0% of the increase. H&H,
which was acquired in October 1998, contributed sales of $3.5 million,
representing 5.0% 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 $53.0 million, or
315.5%, to $69.8 million for the year ended December 31, 1998 from $16.8 million
for the year ended December 31, 1997. As a percent of net sales, cost of goods
sold increased to 73.5% from 68.9% primarily due to the inclusion of TPI and TCI
for a portion of the 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. Management believes that historical gross margins at TPI and TCI are not
necessarily indicative of future results, and that increases in sales levels at
TPI and TCI in future periods would result in improved gross margins.
Gross Profit. Despite the lower gross margin, the increased level of
net sales resulted in gross profit increasing by $17.5 million, or 230.3%, to
$25.1 million for the year ended December 31, 1998 from $7.6 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 $9.6 million, or 168.4%, to $15.3 million
for the year ended December 31, 1998 from $5.7 million for the year ended
December 31, 1997. However, as a percentage of net sales, selling, general and
administrative expenses actually decreased to 16.1% in 1998 from 23.4% 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 $7.9 million, or 415.8%, to $9.8 million for the year ended
December 31, 1998 from $1.9 million for the prior year.
Interest Expense. Interest expense increased by $1.9 million, or
237.5%, to $2.7 million for the year ended December 31, 1998 from $.8 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 acquisitions of TPI and
H&H, as well as to additions to property, plant and equipment.
Net Earnings. As a result of the foregoing factors, net earnings before
extraordinary item increased by $3.7 million to $4.4 million for the period
ended December 31, 1998 from $0.7 million for the period ended December 31,
1997.
Fiscal Year Ended December 31, 1997 Compared to Fiscal Year Ended December 31,
1996
Net Sales. Net sales increased by $8.2 million, or 50.6%, to $24.4
million for the year ended December 31, 1997 from $16.2 million for the year
ended December 31, 1996. The increase was primarily attributable to the November
1997 acquisitions of NMP and NMF. NMP contributed sales of $2.5 million,
representing 30.5% of the increase, and NMF contributed sales of $2.5 million,
also representing 30.5% of the increase, for the year ended December 31, 1997.
Cost of Goods Sold. Cost of goods sold increased by $6.2 million, or
58.5%, to $16.8 million for the year ended December 31, 1997 from $10.6 million
for the year ended December 31, 1996. As a percentage of net sales, cost of
goods sold increased to 68.9% for the year ended December 31, 1997 from 65.4%
for the year ended December 31, 1996. The decrease in gross margin was primarily
17
attributable to the acquisition of NMF, which had a cost of goods sold as a
percentage of net sales of 88.9% for the year ended December 31, 1997.
Gross Profit. As a result of the increased level of net sales, and
despite the decrease in gross margin, gross profit increased by $2.0 million, or
35.7%, to $7.6 million for the year ended December 31, 1997 from $5.6 million
for the year ended December 31, 1996.
Selling General and Administrative Expenses. Selling, general and
administrative expenses increased by $0.6 million, or 11.8%, to $5.7 million for
the year ended December 31, 1997 from $5.1 million for the year ended December
31, 1996. The increase in selling, general and administrative expenses was
primarily attributable to the acquisitions of NMP and NMF, the addition of
executive personnel to support the Company's expanded operations and the costs
of maintaining the Company's public status following its November 1997 public
offering.
Operating Profit. As a result of the foregoing factors, operating
profit increased by $1.4 million, or 280%, to $1.9 million for the year ended
December 31, 1997, from $0.5 million for the year ended December 31, 1996.
Interest Expense. Interest expense increased by $0.2 million, or 35.7%,
to $0.76 million for the year ended December 31, 1997 from $0.56 million for the
year ended December 31, 1996. This increase was primarily attributable to
financing obtained to support increased sales as well as debt incurred in
connection with the NMP and NMF acquisitions.
Net Earnings (Loss). As a result of the foregoing factors, net earnings
increased by $0.80 million to $0.72 million for the year ended December 31, 1997
from a net loss of $.08 million for the prior year.
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, 1998, the Company had working
capital of approximately $8.3 million.
The Company generated cash flow from operations of $10.5 million for
the year ended December 31, 1998. Net cash provided by operating activities was
primarily the result of net earnings and increases in accounts payable, as well
as depreciation and amortization expenses, partially offset by increases in
operating assets and liabilities. The Company used cash in investing activities
of $66.1 million for the year ended December 31, 1998. Cash used in investing
activities included $47.8 million for the acquisitions of TPI, TCI and H&H, and
$18.3 million for the purchase of property, plant and equipment. The Company
generated $56.8 million in cash flow from financing activities for the year
ended December 31, 1998, primarily from increased bank borrowings and the
issuance of debt securities, as discussed below. The cash generated from
financing activities was used primarily for the acquisitions TPI, TCI and H&H,
as well as for purchases of property, plant and equipment.
18
The Company's existing revolving credit facility was increased from $35
million to $55 million in July 1998, then to $60 million in December 1998, and
to $70 million in March 1999 (the "Credit Facility"). The Credit Facility, which
expires in December 2000, may be utilized for general corporate purposes,
including working capital and acquisition financing, and provides the Company
with borrowing options for advances under the facility of either a "Eurocurrency
Rate" (the bank's Eurodollar rate as adjusted for reserves and other regulatory
requirements) or a "Base Rate" (1% less than the bank's prime rate), plus an
applicable margin (ranging from 0% to 2.25%) based upon the Company's ratio of
funded debt to EBITDA. Advances under the facility bore interest at effective
rates of approximately 7.0% and 7.5% as of December 31, 1998 and 1997,
respectively. 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 $20 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
outstanding balance on the Credit Facility, which had significantly increased as
a result of the acquisition of TPI. The Debentures mature on July 31, 2005 and
interest is payable on January 31 and July 31 of each year; provided, however,
that for the first three years, in lieu of cash interest, additional Debentures
will be issued. On November 30, 1998, the Debentures became convertible into
Common Stock at $14.3125 per share (subject to adjustment).
On December 16, 1998 and concluding December 22, 1998, the Company
closed a private offering of 7% 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. The proceeds were used to partially fund the
prepayment of other subordinated notes, as described below. 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.
On December 17, 1998, the Company prepaid a series of unsecured
subordinated promissory notes (the "Notes"), delivered in connection with its
November 1997 acquisition of NMP, which had original maturity dates of November
1, 2001. The aggregate principal balance of $10.135 million and accrued interest
was prepaid at an agreed upon discounted amount of $9.666 million, resulting in
extraordinary gain, net of income taxes, of $0.606 million, or $.09 per share
for Basic and $.08 for Diluted earnings per share. The Notes were prepaid
substantially through proceeds from the issuance of the Junior Notes and from a
$6 million loan from the Company's Chief Executive Officer, due December 31,
2000, with interest payable monthly at an annual rate of 12% and principal
payments of $250 thousand due quarterly.
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.
The liquidity provided by the Company's existing credit facilities,
combined with cash flow from operations is expected to be sufficient to meet
currently anticipated working capital and capital expenditure needs for existing
debt service and operations for at least 12 months. There can be no assurance,
however, that such funds will not be expended prior thereto due to changes in
economic
19
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 intends to pursue, as part of its business strategy, 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
future acquisitions, the Company may be required to obtain additional debt or
equity financing in connection with such future acquisitions. There can be no
assurance, however, that additional financing will be available to the Company,
when and if needed, on acceptable terms or at all.
Inflation
Inflation generally affects the Company by increasing the interest
expense of floating rate indebtedness and by increasing the cost of labor,
equipment and raw materials. The Company does not believe that inflation has had
any material effect on its business over the past three years.
Year 2000 Compliance
Many currently installed computer systems and software products are
coded to accept only two digit entries in the date code field. These date code
fields will need to accept four digit entries to distinguish 21st century dates
from 20th century dates. As a result, in less than one year, computer software
systems and software used by many companies will need to be upgraded to comply
with such "Year 2000" requirements. The Company has conducted an evaluation of
the actions necessary to ensure that its business critical computer systems will
be able to function without disruption with respect to the application of dating
systems in the year 2000. As a result of this evaluation, the Company is engaged
in the process of upgrading, replacing and testing certain of its information
and other computer systems so as to be able to operate without disruption due to
Year 2000 issues. The Company is also evaluating the ability of its key
suppliers to operate without disruption due to Year 2000 issues. The Company's
remedial actions are scheduled to be completed no later than the second quarter
of 1999 and based on information currently available, the Company does not
anticipate the costs of its remedial actions will be material to its results of
operations and financial condition and are being expensed as incurred.
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 35% of total revenues for fiscal 1998. 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).
20
Item 8. Financial Statements and Supplementary Data.
Noble International, Ltd. and Subsidiaries Consolidated Financial Statements
Report of Independent Certified Public Accountants....................................22
Consolidated Balance Sheets--December 31, 1997 and 1998...............................23
Consolidated Statements of Operations--For the years ended
December 31, 1996, 1997 and 1998.............................................25
Consolidated Statements of Comprehensive Income (Loss)--
For the years ended December 31, 1996, 1997 and 1998.........................27
Consolidated Statements of Shareholders' Equity--For the
years ended December 31, 1996, 1997 and 1998.................................28
Consolidated Statements of Cash Flows--For the years
ended December 31, 1996, 1997 and 1998.......................................29
Notes to Consolidated Financial Statements............................................32
21
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 Michigan corporation) and Subsidiaries as of December 31,
1998 and 1997 and the related consolidated statements of operations,
shareholders' equity, comprehensive income (loss) and cash flows for each of the
three years in the period ended December 31, 1998. 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, 1998 and 1997, and the
consolidated results of their operations and their consolidated cash flows for
each of the three years in the period ended December 31, 1998, in conformity
with generally accepted accounting principles.
Detroit, Michigan
February 12, 1999
22
Noble International, Ltd. and Subsidiaries
Consolidated Balance Sheets
- -----------------------------------------------------------------------------------------------------
December 31,
ASSETS 1997 1998
-------- --------
(In thousands)
Current assets
Cash and cash equivalents $ 2,353 $ 2,541
Accounts receivable, trade, net of allowance for
doubtful accounts of $169 and $462
at December 31, 1997 and 1998, respectively 11,508 22,393
Inventories 5,276 13,376
Prepaid expenses and other assets 291 1,215
Deferred income taxes 158 265
-------- --------
Total current assets 19,586 39,790
Property, plant and equipment, net 20,891 63,715
Other assets
Goodwill, net of accumulated amortization of
$645 and $2,322 at December 31, 1997
and 1998, respectively 24,823 46,307
Covenants not to compete, net of accumulated
amortization of $17 and $217 at December 31, 1997
and 1998, respectively 1,383 1,740
Sundry 418 2,071
-------- --------
26,624 50,118
-------- --------
$ 67,101 $153,623
======== ========
The accompanying notes are an integral part of these financial statements
23
Noble International, Ltd. and Subsidiaries
Consolidated Balance Sheets
- -----------------------------------------------------------------------------------------------------
December 31,
LIABILITIES AND EQUITY 1997 1998
-------- --------
(In thousands)
Current liabilities
Current maturities of long-term debt $ 792 $ 1,117
Current maturities of notes payable -
related parties 2,387 1,552
Accounts payable 7,055 16,144
Accrued liabilities 3,496 12,251
Income taxes payable 292 392
-------- --------
Total current liabilities 14,022 31,456
Long-term debt, excluding current
maturities 13,949 57,677
Notes payable - related parties,
excluding current maturities 10,286 5,149
Convertible subordinated debentures - 20,769
Junior subordinated notes - 3,359
Deferred income taxes 384 1,865
Preferred stock of subsidiaries 850 1,308
Redeemable preferred stock - 700
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
7,160,168 and 7,156,825 shares in 1997
and 1998, respectively 27,344 27,338
Paid - in capital - warrants, $10 per common
share exercise price, 105,000 warrants issued - 141
Retained earnings 266 5,244
Accumulated comprehensive loss - (1,383)
-------- --------
27,610 31,340
-------- --------
$ 67,101 $153,623
======== ========
The accompanying notes are an integral part of these financial statements
24
Noble International, Ltd. and Subsidiaries
Consolidated Statements of Operations
- -------------------------------------------------------------------------------------------------------------
Years Ended December 31,
1996 1997 1998
------- ------- -------
(In thousands)
Net sales $16,187 $24,363 $94,876
Cost of goods sold 10,587 16,777 69,775
------- ------- -------
Gross profit 5,600 7,586 25,101
Selling, general and administrative expenses 5,088 5,698 15,349
------- ------- -------
Operating profit 512 1,888 9,752
Other income (expense)
Equity in loss of unconsolidated subsidiary (95) (126) -
Interest income 5 49 36
Interest expense (555) (755) (2,673)
Sundry, net 64 63 18
------- ------- -------
(581) (769) (2,619)
------- ------- -------
Earnings (loss) before income taxes,
minority interest and extraordinary item (69) 1,119 7,133
Minority interest - 23 55
------- ------- -------
Earnings (loss) before income taxes
and extraordinary item (69) 1,096 7,078
Income tax expense 7 379 2,688
------- ------- -------
Net earnings (loss) before extraordinary item (76) 717 4,390
Extraordinary item - gain on extinguishment
of debt (less applicable tax of $372) - - 606
------- ------- -------
Net earnings (loss) (76) 717 4,996
Preferred stock dividends - 144 18
Net earnings (loss) on common shares $ (76) $ 573 $ 4,978
======= ======= =======
The accompanying notes are an integral part of these financial statements
25
Noble International, Ltd. and Subsidiaries
Consolidated Statements of Operations (continued)
- ----------------------------------------------------------------------------------------------------------------------------
Years Ended December 31,
1996 1997 1998
---------- ---------- ----------
Basic earnings (loss) per common share:
Earnings (loss) per common share
before extraordinary item $ (.02) $ .13 $ .61
Extraordinary item - gain on
extinguishment of debt - - .09
---------- ---------- ----------
Earnings (loss) per common share $ (.02) $ .13 $ .70
========== ========== ==========
Basic weighted average common shares
outstanding 3,820,390 4,285,134 7,161,872
========== ========== ==========
Earnings (loss) per common share - assuming dilution:
Earnings (loss) per common share
before extraordinary item $ (.02) $ .13 $ .60
Extraordinary item - gain on
Extinguishment of debt - - .08
---------- ---------- ----------
Earnings (loss) per common share $ (.02) $ .13 $ .68
========== ========== ==========
Diluted weighted average common shares
outstanding and equivalents 3,820,390 4,285,134 7,304,148
========== ========== ==========
The accompanying notes are an integral part of these financial statements
26
Noble International, Ltd. and Subsidiaries
Consolidated Statement of Shareholders' Equity
- ------------------------------------------------------------------------------------------------------------------------------------
(In thousands)
Accumulated
Paid-in Retained Other
Preferred Common Capital Earnings Comprehensive
Stock Stock Warrants (Deficit) Loss Total
-------- ------- -------- --------- ------------- -------
Balance at January 1, 1996 $ - $ 342 $ - $ 282 $ - $ 624
Transfer of capital
attributable to termination
of NCT S-Corporation election - 513 - (513) - -
Net loss - - - (76) - (76)
Issuance of 1,052,778 shares of
common stock - 182 - - 182
------- ------- ------ ------- ------- -------
Balance at December 31, 1996 - 1,037 - (307) - 730
Issuance of 38,000 shares of
preferred stock 3,447 - - - - 3,447
Issuance of 198,524 shares of
common stock - 402 - - - 402
Issuance of 3,300,000 shares of
common stock - 26,258 - - - 26,258
Dividends paid on preferred - - - (144) - (144)
stock
Redemption of 38,000 shares of
preferred stock (3,447) - - - - (3,447)
Redemption of 64,838 shares of
common stock - (353) - - - (353)
Net earnings - - - 717 - 717
------- ------- ------ ------- ------- -------
Balance at December 31, 1997 - 27,344 - 266 - 27,610
Issuance of 7,375 shares of
preferred stock
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 - - - - (1,383) (1,383)
------- ------- ------ ------- ------- -------
Balance at December 31, 1998 $ - $27,338 $ 141 $ 5,244 $(1,383) $31,340
======= ======= ======= ======= ======= =======
The accompanying notes are an integral part of these financial statements
27
Noble International, Ltd. and Subsidiaries
Consolidated Statement of Comprehensive Income (Loss)
- ----------------------------------------------------------------------------------------------------------
Years Ended December 31,
1996 1997 1998
------- ------- -------
(In thousands)
Net earnings (loss) $ (76) $ 717 $ 4,978
Other comprehensive loss, equity
adjustment from foreign translation - - (1,383)
------- ------- -------
Comprehensive income (loss) $ (76) $ 717 $ 3,595
======= ======= =======
The accompanying notes are an integral part of these financial statements
28
Noble International, Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
- ------------------------------------------------------------------------------------------------------------
Years Ended December 31,
1996 1997 1998
-------- -------- --------
(In thousands)
Cash flows from operating activities
Net earnings (loss) $ (76) $ 717 $ 4,996
Adjustments to reconcile net earnings to
net cash provided by operations
Loss on disposal of asset 2 - -
Depreciation of property, plant and
equipment 247 589 3,441
Provision for doubtful accounts - 201 -
Amortization of goodwill 266 390 1,972
Deferred income taxes - 72 371
Equity in loss of unconsolidated
subsidiary 95 126 -
Stock issued in exchange for services 32 - -
Changes in operating assets and liabilities,
net of effects of acquisitions
(Increase) in accounts receivable (64) (565) (405)
(Increase) decrease in inventories (15) 82 (1,257)
(Increase) in prepaid expenses (173) (61) (586)
(Increase) in other assets - (89) (2,333)
Increase (decrease) in accounts payable 489 (1,819) 3,938
Increase in income taxes payable 7 285 100
Increase in accrued liabilities 103 235 263
-------- -------- --------
Net cash provided by operating
activities 913 163 10,500
Cash flows from investing activities
Purchase of property, plant and equipment (363) (1,868) (18,314)
Acquisitions of businesses, net of cash
acquired 633 (9,252) (47,828)
Payment for covenants not-to-compete - (1,400) -
-------- -------- --------
Net cash (used in) provided by
investing activities 270 (12,520) (66,142)
Cash flows from financing activities
Proceeds from notes payable - related parties 1,310 - 6,023
Repayments of notes payable - related parties (27) (2,315) (11,995)
Proceeds from issuance of common stock - 26,612 -
Proceeds from issuance of preferred stock - 3,447 -
Redemption of preferred stock - (3,447) -
Redemption of common stock - (353) (6)
Redemption of preferred stock of subsidiaries - (75) (150)
The accompanying notes are an integral part of these financial statements
29
Noble International, Ltd. and Subsidiaries
Consolidated Statements of Cash Flows - Continued
- -----------------------------------------------------------------------------------------------------------
Years Ended December 31,
1996 1997 1998
-------- -------- --------
(In thousands)
Cash flows from financing activities (continued)
Proceeds from issuance of warrants - - 141
Issuance of convertible subordinated debentures - - 20,769
Issuance of junior subordinated notes - - 3,359
Dividends paid - (144) (18)
Distributions to shareholders of acquired entities (1,283) - -
Proceeds from long-term debt 4,213 - -
Payments on long-term debt (6,164) (11,771) (3,243)
Net proceeds from note payable to bank 1,238 2,285 41,958
-------- -------- --------
Net cash (used in) provided by
financing activities (713) 14,239 56,838
Effect of exchange rate
changes on cash - - (1,008)
-------- -------- --------
Net increase in cash 470 1,882 188
Cash at beginning of period 1 471 2,353
-------- -------- --------
Cash at end of period $ 471 $ 2,353 $ 2,541
======== ======== ========
Supplemental cash flow disclosure
Cash paid for:
Interest $ 21 $ 843 $ 2,936
======== ======== ========
Taxes $ 8 $ 30 $ 2,223
======== ======== ========
Fair value of assets acquired, including goodwill $ 6,207 $ 50,238 $ 70,132
Liabilities assumed (907) (30,852) (20,996)
Debt issued (6,222) (10,134) (1,308)
Cash paid 289 - -
-------- -------- --------
Net cash (acquired) paid $ (633) $ 9,252 $ 47,828
======== ======== ========
Supplemental disclosure of non-cash financing activity:
During 1996, the Company borrowed $.5 million under a land contract to
purchase land and a building owned by a former shareholder of Monroe
Engineering Products, Inc.
During 1996, the Company financed the $6.35 million acquisition price of a
subsidiary, of which, through December 31, 1996, $5.85 million had been
paid.
During 1996, notes payable - related party of $.061 million were retired by
the issuance of 50,132 shares of the Company's common stock.
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.
The accompanying notes are an integral part of these financial statements
30
Noble International, Ltd. and Subsidiaries
Consolidated Statements of Cash Flows - Continued
- --------------------------------------------------------------------------------
Supplemental Disclosure of Non-cash Financing Activity (continued):
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. 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 assumed $3.594 million of existing bank debt in
connection with the acquisition of Tiercon Industries, Inc. and Tiercon
Coatings, Inc. This debt was subsequently repaid by the Company out of bank
credit line proceeds prior to December 31, 1998.
During 1998, the Company issued 80,000 shares of Noble Canada, Inc.
preferred stock in connection with the Company's Tiercon Industries, Inc.
acquisition and 57,938 shares of Noble Canada II, Inc. preferred stock in
connection with the Company's acquisition of Tiercon Coatings, Inc. (Note
J).
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 J).
The accompanying notes are an integral part of these financial statements
31
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
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 (formerly Prestolock International,
Ltd., "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. (formerly DCT
Component Systems, Inc., "NMF"), Noble Metal Processing, Inc. (formerly Utilase,
Inc., "NMP") and Noble Land Holdings, Inc. ("Land Holdings") (collectively,
"Noble" or the "Company"). At December 31, 1998, and for the year then ended,
the consolidated financial statements also include Noble Canada, Inc. ("Noble
Canada"), Noble Canada II, Inc. "Noble Canada II"), Tiercon Plastics, Inc.
(formerly Triam Plastics, Inc.) ("TPI"), Tiercon Coatings, Inc. (formerly
Centrifugal Coaters, Inc.) ("TCI") and H&H Steel Processing, Inc. ("H&H"), 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").
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, painting, assembly and
other services primarily for the automotive industry. The Company's metals
processing group provides laser welding, blanking and forming, slitting, cutting
and storage products and services. The Company's plastics and coatings group
manufactures plastic components and provides coating services. One of its
subsidiaries is a distributor of tooling components. (Note L) The principal
markets for its products are the United States, Canada and Mexico.
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.
32
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
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 were $.82 million.
Goodwill
Goodwill is the excess of cost over the fair value of net assets acquired and is
amortized over a 20 year period on the straight line method. On an ongoing
basis, management reviews the valuation and amortization of goodwill. As part of
the review, the Company estimates the value of and the estimated undiscounted
future 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 J)
33
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
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 income, but are accumulated directly in a separate component of
shareholder's equity.
Earnings per share
The Company presents earnings per share in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share", which is
effective for financial statements issued after December 15, 1997. The Company
adopted this pronouncement at December 31, 1997. The standard requires
presentation of basic and diluted earnings per share together with disclosure of
how the per share amounts were computed. All per share data in the accompanying
consolidated financial statements has been restated to reflect application of
this pronouncement.
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 K) 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 as the effect would be antidilutive.
34
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
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 (loss) on common shares before extraordinary item for
the year ended December 31, 1998 (in thousands, except share and per share
amounts):
Earnings before
Extraordinary Item Shares Per Share
(Numerator) (Denominator) Amounts
----------- ------------- -------
Basic earnings (loss) per
common share
Earnings (loss) on common shares
before extraordinary item $4,372 7,161,872 $.61
Effect of dilutive securities
Contingency issuable shares - 46,790 -
Convertible preferred stock - 60,156 (.01)
Stock options - 35,330 -
-----------------------------------------------------
142,276 (.01)
Earnings (loss) per common -----------------------------------------------------
share assuming dilution $4,372 7,304,148 $.60
-----------------------------------------------------
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. Financial statements have been reclassified for all periods
presented for comparative purposes.
Segment Reporting
The Company reports information about operating segments pursuant to SFAS No.
131, "Disclosure about Segments of an Enterprise and Related Information" ("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, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
Note A - Basis of Presentation, Nature of Operations and Summary of Significant
Accounting Policies (Continued)
Segment Reporting (Continued)
This statement requires the reporting of financial and descriptive information
about an enterprise's reportable operating segments and requires that
comparative information for earlier years be restated.
New Pronouncements
During 1998, the American Institute of Certified Public Accountant's Accounting
Standards Executive Committee issued Statement of Position 98-5 ("SOP 98-5"),
"Reporting on the Costs of Start-Up Activities", which requires that costs of
start-up activities, including organization costs, be expensed as incurred.
Start up activities include one time activities related to opening a new
facility, introducing a new product or service, conducting business in a new
territory, conducting business with a new class of customer, initiating a new
process in an existing facility or commencing some new operation or organizing a
new entity. This statement is effective for fiscal years beginning after
December 15, 1998. with initial application reported as the cumulative effect of
a change in accounting principle. Earlier application is permitted. The Company
does not anticipate that the adoption of SOP 98-5 will have a material effect on
the consolidated financial statements.
Note B - Inventories
The major components of inventories were as follows (in thousands):
December 31,
1997 1998
------ ------
Raw materials and purchased parts $1,117 $ 4,626
Work in process 383 1,661
Finished goods 2,765 4,122
Unbilled customer tooling 1,011 2,967
------ -------
$5,276 $13,376
====== =======
36
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
Note C - Property, Plant and Equipment
Property, plant and equipment consisted of the following (in thousands):
December 31,
1997 1998
------- ------
Buildings and improvements $ 5,556 $14,483
Machinery and equipment 11,478 50,671
Furniture and fixtures 799 2,802
------- -------
17,833 67,956
Less accumulated depreciation and amortization 963 13,512
------- -------
16,870 54,444
Land 754 1,762
Construction in process 3,267 7,509
------- -------
$20,891 $63,715
======= =======
D - Line of Credit and Long-Term Debt
In December 1997, the Company established a $35 million secured bank revolving
Credit Facility, which was increased to $60 million in December 1998 and which
expires in December 2000 ("Credit Facility"). The Credit Facility is
collateralized by substantially all of the Company's assets. The Credit Facility
may be utilized for general corporate purposes, including working capital and
acquisition financing, and provides the Company with borrowing options for
advances under the facility of either a "Eurocurrency Rate" (the bank's
Eurodollar rate as adjusted for reserves and other regulatory requirements) or a
"Base Rate" (1% less than the bank's prime rate), plus an applicable margin
(ranging from 0% to 2.25%) based upon the Company's ratio of funded debt to
earnings before income tax, plus interest expense, and depreciation and
amortization expense ("EBITDA"). Advances under the facility bore interest at an
effective rate of approximately 7.0% and 7.5% as of December 31, 1998 and 1997,
respectively. 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 $20 million.
On July 31, 1998 and concluding August 10, 1998 the Company closed a private
offering of 6% Convertible Subordinated Debentures (the "Debentures") for gross
proceeds of $20.76 million. The proceeds were used to reduce the amount of
outstanding advances under the Credit Facility. The Debentures mature on July
31, 2005 and interest is payable on January 31 and July 31 of each year;
provided, however, that for the first three years, in lieu of cash interest,
additional Debentures will be issued. The Debentures are
37
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
D - Line of Credit and Long-Term Debt (continued)
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 $1.533 million
are being amortized over seven years. The unamortized balance of offering costs
is $1.441 million at December 31, 1998 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 $.184
million are being amortized over five years. The unamortized balance of offering
costs is $.181 million at December 31, 1998 and is included in other assets,
sundry.
Long-term debt consisted of the following (in thousands):
December 31,
1997 1998
------- ------
Credit Facility. $11,811 $53,769
Notes payable, including capital lease obligations, in monthly installments
totaling $57,000 with interest rates ranging from 5% to 12% maturing
through September, 2004. 2,930 3,275
38
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- -------------------------------------------------------------------------------------------------------
D - Line of Credit and Long-Term Debt (continued)
Economic Development Revenue Bonds, City of Lawrence, Indiana. With floating
monthly interest rate (approximately 4.0% at December 31, 1998). Principal
payments of $125,000 and interest are due in semi-annual installments
through August 2005, secured by substantially all the assets
of the H&H facility in the City of Lawrence, Indiana. - 1,750
------- -------
14,741 58,794
Less current maturities 792 1,117
------- -------
$13,949 $57,677
======= =======
The aggregate maturities of long-term debt by year as of December 31, 1998 are
as follows (in thousands):
1999 $ 1,117
2000 54,799
2001 696
2002 571
2003 732
Thereafter 879
-------
$58,794
=======
39
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
Note E - Leases
The Company leases buildings and equipment under operating leases with unexpired
terms ranging from a month to month basis to fifteen years. Rent expense for all
operating leases was (in thousands), approximately $193, $355 and $1,727 for the
years ended December 31, 1996, 1997 and 1998, 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
------------ --------- ----------- -------
1999 $ 874 1,267 $ 2,141
2000 904 1,922 2,826
2001 934 1,719 2,653
2002 315 1,635 1,950
2003 - 1,507 1,507
Thereafter - 9,331 9,331
------ ------- -------
$3,027 $17,381 $20,408
====== ======= =======
The Company has capital lease agreements for computer equipment, and machinery.
At December 31, 1997 and 1998, property and equipment recorded under capital
lease includes (in thousands) $304 and $1,589 respectively and accumulated
depreciation includes (in thousands) $19 and $243, respectively.
Note F - Income Taxes
The components of earnings before income taxes and extraordinary item for 1998
are as follows:
United States $4,710
Foreign 2,368
------
$7,078
======
40
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- -------------------------------------------------------------------------------------------------------------------
Note F - Income Taxes (continued)
Income taxes have been charged to operations as follows:
December 31,
1996 1997 1998
------ ------- ------
(In thousands)
Current:
Federal $ 7 307 $3,329
State and local - - 102
------ ------- ------
7 307 3,431
Deferred Federal - 72 (371)
------ ------- ------
$ 7 $ 379 $3,060
====== ======= ======
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:
December 31,
1996 1997 1998
------ ------- ------
(In thousands)
Expected federal income tax (benefit) $ (24) $ 373 $2,733
Difference in Canadian statutory rates - - 71
Nondeductible items 10 20 77
Utilization of net operating loss - - (89)
State taxes - - 67
Increase (decrease) in valuation allowance 15 43 (75)
Surtax exemption and other, net 6 (57) 276
------ ------- ------
Actual income tax expense $ 7 $ 379 $3,060
====== ======= ======
Deferred income tax assets and liabilities at December 31, 1996 are not
significant. The tax effects of temporary differences that give rise to
significant deferred tax assets and liabilities at December 31, 1997 and 1998
are as follows:
1997 1998
------------------------ -------------------------
Deferred Deferred Deferred Deferred
Tax Tax Tax Tax
Assets Liabilities Assets Liabilities
------ ----------- ------ -----------
(In thousands)
Depreciation and amortization $ - $ 384 $ - $2,065
Accrued expenses not currently
deductible 158 - 265 (200)
41
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- ----------------------------------------------------------------------------------------------
Note F - Income Taxes (continued)
Investment in unconsolidated
subsidiary 75 - - -
Net operating loss carryovers 144 - 144 -
----- ---- ----- ------
377 384 409 1,865
Less: valuation allowance (219) - (144) -
----- ---- ----- ------
$ 158 $384 $ 265 $1,865
===== ==== ===== ======
At December 31, 1998, the Company had approximately $423 thousand 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 G - Related Party Transactions
Notes payable to related parties consisted of the following (in thousands):
December 31
1997 1998
--------- ----------
Landcontract, payable to the former principal shareholder and an officer of
Monroe, interest only payments due monthly at an annual interest rate of
12%. The contract is secured by real estate acquired in connection
with the purchase of Monroe and was paid April 1998 $ 500 $ -
Unsecured demand notes, payable to a related party, interest only payments
due monthly at an annual interest rate of 10%. 390 390
Promissory note to DCT, Inc. payable in monthly installments of
approximately $36 thousand, including interest at 10%. The note matures
on June 1, 1999. 597 210
Unsecured subordinated promissory notes payable to DCT, Inc. and an officer of
NMP due in November, 2001. Amounts outstanding were subordinated to bank
financing and accrued interest at 6% per annum. If certain principal were
not maintained, interest shall accrue at 4% over the prime rate not to
exceed 13%. The notes restricted the payment of dividends. The notes were
paid in December, 1998. 10,135 -
42
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
Note G - Related Party Transactions (Continued)
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 D. - 6,000
December 31
1997 1998
------- ------
Unsecured term note payable to the Chief Executive Officer of the Company due in
April 2000 with interest at 7%. Amounts outstanding are subordinated to the
bank financing discussed in Note D. The note was repaid in full July 1998. $ 1,000 $ -
Other 51 101
------- ------
12,673 6,701
Less current maturities 2,387 1,552
------- ------
$10,286 $5,149
======= ======
The aggregate maturities of notes payable to related parties as of December 31,
1998 are as follows (in thousands):
1999 $1,552
2000 5,047
2001 102
------
$6,701
======
The Company completed the discounted prepayment of the 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 D) and a
loan to the Company from the Company's Chief Executive Officer. An extraordinary
gain of $.606 million, or $.09 per share for Basic and $.08 for Diluted earnings
per share was recorded as a result of this extinguishment, representing
discounted principal and accrued interest through September 30, 1998 net of
$.372 million income taxes.
43
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
Note H - Significant Customers
For the year ended December 31, 1998, two customers accounted for 59% (30% and
29% to General Motors and Chrysler, respectively) of net sales. The Company had
one customer which accounted for 25% and 37% of consolidated net sales in 1997
and 1996, respectively.
Note I - 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.
Condensed financial information of NMF as of December 31, 1996 and for the year
then ended, follows:
(In thousands)
Balance Sheet Data
Current assets $ 7,188
Current liabilities $ 8,892
Retained earnings (deficit) $(3,687)
Operating data
Net sales $22,988
Gross profit $ 2,543
Net loss $ (388)
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.
44
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
Note I - Acquisitions (Continued)
Monroe Engineering Products, Inc.
Effective January 1, 1996, Noble acquired all of the outstanding shares of
Monroe in exchange for $6.35 million payable in installments over 16 months. At
December 31, 1996, $.5 million including imputed interest was outstanding. This
was paid during 1997. The Company also acquired the real estate utilized by
Monroe for $.5 million pursuant to the terms of a land contract which required
monthly interest payments of approximately $5 thousand for two years ending May
1, 1998 at which point the entire principal amount was paid.
Simultaneously with the acquisition, the Company entered into an Employment and
Deferred Compensation Agreement with the selling shareholders providing for the
employment of such person by the Company for 28 months at an annual salary of
$200 thousand, commencing January 1, 1996 and ending April 30, 1998.
The acquisition of Monroe has been accounted for under the purchase method, and
accordingly the results of operations of Monroe from January 1, 1996 are
included in the accompanying financial statements.
Vassar Industries
Effective January 1, 1996, the Company acquired all of the common stock of
Vassar in exchange for $200 thousand.
In addition, the Company entered into consulting agreements with the selling
shareholders of Vassar whereby the Company agreed to pay to such selling
shareholders $1.8 million as follows: twenty-four monthly payments of $25
thousand followed by sixty monthly installments of $20 thousand. Certain of
these agreements were amended as described below. The Company's obligations
under the agreement have been collateralized by the equipment and fixtures at
Vassar.
During 1997, the Company and two of the selling shareholders representing twenty
percent of the commitment referred to above, amended their consulting
agreements. Pursuant to the terms of the amendment, these consultants received
an aggregate of $109 thousand in full settlement of the Company's obligations.
In July 1996, the Company satisfied its obligation pursuant to a third
consulting agreement by issuing 7,687 shares of its common stock. In March 1997,
two of the selling shareholders sued the Company for payments allegedly owed
pursuant to their consulting agreements. This litigation was settled in March
1998 with a lump sum payment by the Company of $500 thousand and the Company has
no further obligations to these selling shareholders. During the year ended
December 31, 1996, $200 thousand was paid to these consultants.
The acquisition of Vassar has been accounted for as a purchase, and,
accordingly, the results of operations of Vassar from January 1, 1996 are
included in the accompanying financial statements.
45
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
Note I - Acquisitions (Continued)
Skandy Corp.
Effective January 1, 1997, the Company acquired 100% of the issued and
outstanding common shares of Skandy in exchange for 133,686 shares of the
Company's stock. Skandy is a manufacturers' representative firm and was owned by
a relative of the Chief Executive Officer of the Company. The acquisition of
Skandy has been accounted for in a manner similar to a pooling of interests. The
133,686 shares were valued at approximately $50 thousand, which approximated
Skandy's net book value at the date of this acquisition
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 G). 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 K) 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 years ended
December 31, 1996 and 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
46
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
Note I - Acquisitions (Continued)
Noble Metal Processing, Inc. (continued)
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.
1996 1997
---------- ----------
(In thousands)
Net sales $48,480 $61,632
Net earnings $ 1,220 $ 3,092
Earnings per share,
basic and diluted $ .16 $ .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 J). The Tiercon
Acquisition has been accounted for as a purchase, and, accordingly, the results
of operations of TPI, from July 1, 1998 forward are included in the accompanying
financial statements.
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 J).
The acquisition of TCI has been accounted for as a purchase, and, accordingly,
the results of operations of TCI from October 1, 1998 forward are included in
the accompanying financial statements.
47
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
Note I - Acquisitions (Continued)
H&H Steel Processing, 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 ("H&H Acquisition"), UBWT changed its name to
H&H Steel Processing, Inc.
The purchase price for the H&H Acquisition consisted of a) $11.08 million in
cash, plus b) an amount equal to seller's pre-closing expenditures by H&H's
North Vernon, Indiana facility of approximately $.78 million with the final
amount to be determined by reference to a final closing balance sheet, plus c)
$1.5 million in cash representing the actual cost to acquire the remaining 50%
partnership interest in Precision Blanking Limited (which resulted in the seller
owning 100% of the partnership, the assets of which included approximately $1.4
million in cash at October 1, 1998) and d) the assumption of certain liabilities
aggregating approximately $2.9 million. The purchase agreement provides that
additional liabilities estimated to be approximately $.7 million at October 1,
1998 are recoverable from the seller with the final amount to be determined by
reference to a final closing balance sheet. In addition, the Company will pay
the former owners a performance premium based upon annual sales for the years
1999 through 2003 equal to a minimum of $.5 million and a maximum of $2.0
million.
The H&H Acquisition has been accounted for as a purchase, and, accordingly, the
results of operations of H&H 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 Tiercon, TCI and H&H
acquisitions 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 transactions been made at January 1, 1997 or
the future results of combined operations.
1997 1998
---------- ----------
(In thousands)
Net sales $87,893 $124,038
Net earnings before extraordinary item $ 1,724 $ 3,874
Net earnings $ 1,724 $ 4,480
Earnings per share before extraordinary item
Basic $ .40 $ .54
Diluted $ .40 $ .53
Earnings per share
Basic $ .40 $ .63
Diluted $ .40 $ .61
48
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
Note J - Preferred Stock of Subsidiaries
Effective December 31, 1996, in connection with the retirement by NMF of a $1
million promissory note to a related party through the exchange of 10,000 shares
of NMF's 10% cumulative mandatory redeemable preferred stock, the Company
entered into an exchange agreement with the holder of the NMF preferred.
Pursuant to the agreement, at any time subsequent to the completion of the
Company's initial public offering, the NMF preferred shares were convertible
into an equivalent number of preferred shares of the Company. During 1998, the
remaining NMF preferred shares were converted, resulting in the issuance by the
Company of 7,375 shares of its Series A, 10% cumulative preferred shares. 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.
Noble Canada issued 80,000 shares of Class T Exchangeable Non-Voting Preferred
Shares to the selling shareholders in connection with the Company's Tiercon
Acquisition (Note I) on July 24, 1998. Noble Canada II issued 57,938 shares of
Class C Exchangeable Non-Voting Preferred Shares to the selling shareholders in
connection with the Company's acquisition of TCI on October 1, 1998. The 80,000
shares of Noble Canada Class T and the 57,938 shares of Noble Canada II Class C
Exchangeable Non Voting Preferred Shares are collectively referred to as the
"Shares". The Shares have no par value and there are no mandatory dividends.
These Shares, 136,238 of which are held by an entity controlled by a senior
executive of Tiercon, may be tendered to the Company at any time following July
24, 1999. Any Shares so tendered may be converted into an equivalent number of
common shares of the Company or, at the Company's option, paid in cash
equivalent to the market value of the Company's common stock at time of
conversion. These Shares are valued as of December 31, 1998 at the closing
market price of the Company's common shares on the respective dates of issuance,
resulting in a valuation of $.91 million and $.398 million for the Shares issued
in connection with the Tiercon and TCI acquisitions, respectively.
Note K - Stockholders' Equity
On April 1, 1997, the board of directors and shareholders of the Company
approved an increase in the number of authorized common shares to 20,000,000.
On September 11, 1997, the Board of Directors approved a 334.213 to 1 stock
split. All share and per share data have been restated to reflect the stock
split.
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 J). There were 7,000 shares
issued and outstanding at December 31, 1998.
49
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
Note K - Stockholders' Equity (Continued)
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.
In connection with the private offering of Junior Notes (Note D), the Company
issued 105,000 warrants to purchase shares of common stock of the Company at an
exercise price of $10.00 per share or a cashless exercise pursuant to a formula
stipulated which is based on the increase in the market price of the Company's
common shares beyond $10.00 per share. The warrants are valued at $1.34 per
share for an aggregate of approximately $141 thousand. The warrants are
exercisable until expiration on December 1, 2003. In the event the warrants are
exercised, the issuance of the common stock will be considered additional
paid-in capital.
Note L - Industry Segments
The Company classifies its operations into three industry segments based on
types of products and services: metals processing (H&H, NMP, NMF, UPP and Land
Holdings), plastics and coatings (NCT, TPI, TCI and Vassar) 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 plastics and
coatings group manufactures a wide variety of plastic automotive trim components
and provides comprehensive coatings services. Both the metal processing and
plastics and coatings groups sell direct to automotive OEM's and Tier 1
suppliers. Monroe distributes tooling components.
Transactions between the metal processing, plastics and coatings and
distribution segments are not significant and have been eliminated. Interest
expense is allocated to
50
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
Note L - Industry Segments (Continued)
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.
The Company's operations by business segment for the year ended December 31,
1998 follows (in thousands):
Metals Plastics & Segment
Processing Coatings Distribution Totals
---------- ---------- ------------ --------
Revenues from external customers $ 55,263 $ 34,603 $ 5,010 $ 94,876
Interest income - 36 - 36
Interest expense 2,239 1,829 365 4,433
Depreciation and amortization 3,546 1,453 280 5,279
Segment profit pre tax 5,823 85 1,345 7,253
Segment assets 81,483 64,237 6,884 152,604
Expenditure for segment assets 13,831 4,033 11 17,875
Reconciliation to consolidated amounts
Earnings
Total earnings for reportable segments $ 7,253
Unallocated corporate headquarters expense (175)
--------
Earnings before income taxes and
extraordinary item $ 7,078
========
Assets
Total assets for reportable segments $152,604
Corporate headquarters 1,019
--------
Total consolidated assets $153,623
========
Other Significant Items
Segment Consolidated
Totals Adjustments Totals
---------- ------------ ----------
Interest expense $ 4,433 $ (1,760) $ 2,673
Expenditures for segment assets 17,875 99 17,974
Depreciation and amortization 5,279 134 5,413
Geographic Information
Long-Lived
Revenues Assets
---------- ----------
United States $ 74,565 $ 69,326
Canada 19,969 40,481
Mexico 342 215
-------- --------
Total $ 94,876 $110,022
======== ========
51
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
Note L - Industry Segments (Continued)
The Company's operations by business segment for the year ended December 31,
1997 follows (in thousands):
Metals Plastics & Segment
Processing Coatings Distribution Totals
---------- ---------- ------------ --------
Revenues from external customers $ 6,772 $ 12,120 $ 5,352 $ 24,244
Interest income 49 - - 49
Interest expense 184 202 613 999
Depreciation and amortization 365 312 280 957
Segment profit (loss) pre tax 710 (740) 1,217 1,187
Segment assets 54,477 5,362 7,195 67,034
Expenditure for segment assets 2,013 493 13 2,519
Reconciliation to consolidated amounts
Revenues
Total revenues for reportable segments $ 24,244
Management fee from unconsolidated affiliate 119
--------
Total consolidated revenues $ 24,363
========
Earnings
Total earnings for reportable segments $ 1,187
Unallocated corporate headquarters expense (91)
--------
Earnings before income taxes and
extraordinary item $ 1,096
========
Assets
Total assets for reportable segments $ 67,034
Corporate headquarters 67
--------
Total consolidated assets $ 67,101
========
Other Significant Items
Segment Consolidated
Totals Adjustments Totals
---------- ------------ -----------
Interest expense $ 999 $ (244) $ 755
Expenditures for segment assets 2,519 162 2,681
Depreciation and amortization 957 22 979
Geographic Information
Long-Lived
Revenues Assets
---------- ----------
United States $ 23,112 $ 43,654
Canada 1,251 2,060
-------- --------
Total $ 24,363 $ 45,714
======== ========
52
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
Note L - Industry Segments (Continued)
The Company's operations by business segment for the year ended December 31,
1996 follows (in thousands):
Metals Plastics & Segment
Processing Coatings Distribution Totals
---------- ---------- ------------ --------
Revenues from external customers $ - $ 11,089 $ 5,098 $ 16,187
Interest income - - 3 3
Interest expense - 100 409 509
Depreciation and amortization - 232 281 513
Segment profit pre tax - (24) 1,063 1,039
Segment assets - 3,902 7,272 11,174
Expenditure for segment assets - 363 500 863
Reconciliation to consolidated amounts
Earnings
Total earnings for reportable segments $ 1,039
Unallocated corporate headquarters expense (1,013)
Equity in loss of unconsolidated subsidiary (95)
--------
Loss before income taxes and
extraordinary item $ (69)
========
Assets
Total assets for reportable segments $ 11,174
Corporate headquarters 359
--------
Total consolidated assets $ 11,533
========
Other Significant Items
Segment Consolidated
Totals Adjustments Totals
---------- ----------- ------------
Interest expense $ 509 $ 46 $ 555
Geographic Information
Assets Long-Lived Revenues
---------- -------------------
United States $ 16,187 $ 6,875
53
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
Note M - 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 and 301,250 options were granted during 1998.
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 options 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 (in thousands, except per share data):
Net earnings As reported $4,978
Pro forma $4,710
Basic earnings per share As reported $ .70
Pro forma $ .66
Diluted earnings per share As reported $ .68
Pro forma $ .64
A summary of the status of the Plan as of December 31, 1998 and the changes
during the year ended December 31, 1998 is presented below:
54
Noble International, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
December 31, 1996, 1997 and 1998
- --------------------------------------------------------------------------------
Note M - Stock Option Plan (continued)
December 31, 1998
-----------------------------
Weighted Average
Exercise
Shares Price
---------- ----------
Outstanding at beginning of year -
Granted 301,250 $ 6.14
Exercised -
Forfeited -
------- -------
Outstanding at end of year 301,250 $ 6.14
======= =======
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.
Fair values of options granted during 1998 were determined using the
Black-Scholes option pricing model based on the assumptions of 5.2% risk-free
interest rate, no dividend yield, expected life of 10 years and expected
volatility of 63.24%.
55
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 1999 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 1999 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 1999 Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
Incorporated by reference from the information under the caption
"Certain Transactions" in the 1999 Proxy Statement.
56
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Financial Statements [Filed under Item 8 above.]
Financial Statement Schedules
Not applicable.
Exhibits
--------
4.1** Indenture between Noble International, Ltd. and American Stock Transfer & Trust Company
dated as of July 23, 1998.
10.24* Employment and Deferred Compensation Agreement dated January 1, 1996 between Monroe
Engineering Products, Inc. and Richard Reason, as amended December 30, 1996.
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.
10.50* Shareholders' Agreement dated April 7, 1997 among the Company, Utilase, Inc., Robert J.
Skandalaris and James Bronce Henderson III.
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
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.
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.
On October 16, 1998, the Company filed a Current Report on Form 8-K
pertaining to the acquisitions of H&H and TCI. This report was amended by
filings made on December 16, 1998 and December 22, 1998.
57
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, 1999 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, 1999
- -----------------------------------------------------
Robert J. Skandalaris, Chairman of the
Board and Chief Executive Officer
(Principal Executive Officer)
/S/ LLOYD P. JONES March 30, 1999
- -----------------------------------------------------
Lloyd P. Jones III, President, Chief Operating
Officer and Director
/S/ DANIEL W. SAMPSON March 30, 1999
- -----------------------------------------------------
Daniel W. Sampson, Chief Financial
Officer and Director (Principal Financial
and Accounting Officer)
/S/ TIMOTHY F. HEALY March 30, 1999
- -----------------------------------------------------
Timothy F. Healy, Director
/S/ DANIEL J. MCENROE March 30, 1999
- -----------------------------------------------------
Daniel J. McEnroe, Director
/S/ ANTHONY R. TERSIGNI March 30, 1999
- -----------------------------------------------------
Anthony R. Tersigni, Director
58
/S/ MICHAEL R. HOTTINGER March 30, 1999
- -----------------------------------------------------
Michael R. Hottinger, Director
March __, 1999
- -----------------------------------------------------
Mark T. Behrman, Director
59