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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
Commission File No.: 001-13581
NOBLE INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 38-3139487
(State of incorporation) (I.R.S. Employer
Identification No.)
28213 VAN DYKE AVENUE
WARREN, MICHIGAN 48093
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (586) 751-5600
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which registered
COMMON STOCK, $.001 PAR VALUE NASDAQ NATIONAL MARKET
-------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934, during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the shares of common stock, $.001 par
value ("Common Stock") held by non-affiliates of the registrant as of June 28,
2002, was approximately $41.2 million based upon the average of the high and low
sales prices for the Common Stock on the NASDAQ on such date.
The number of shares of the registrant's Common Stock outstanding as of
March 17, 2003 was 7,738,918.
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 2003 Annual Meeting to be held May 16, 2003
(the "2003 Proxy Statement").
The matters discussed in this Annual Report on Form 10-K contain
certain forward-looking statements. For this purpose, any statements contained
in this Report that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, words such as "may,"
"will," expect," "believe," "anticipate," "estimate," or "continue," the
negative or other variations thereof, or comparable terminology, are intended to
identify forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, and actual results may differ materially
depending on a variety of factors, including continued market demand for the
types of products and services produced and sold by the Company, change in
worldwide economic and political conditions and associated impact on interest
and foreign exchange rates, the level of sales by original equipment
manufacturers of vehicles for which the Company supplies parts, the successful
integration of companies acquired by the Company, and changes in consumer debt
levels.
TABLE OF CONTENTS
PART I............................................................................................................3
Item 1. Business.......................................................................................3
Item 2. Properties....................................................................................12
Item 3. Legal Proceedings.............................................................................12
Item 4. Submission of Matters to a Vote of Security Holders...........................................12
PART II..........................................................................................................13
Item 5. Market for the Company's Common Equity and Related Stockholder Matters........................13
Item 6. Selected Financial Data.......................................................................13
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations....................................................................................15
Item 7A. Quantitative and Qualitative Disclosures About Market Risk....................................24
Item 8. Financial Statements and Supplementary Data...................................................25
Noble International, Ltd. and Subsidiaries Notes to Consolidated Financial Statements Fiscal
Years 2000, 2001 and 2002...............................................................................33
PART III.........................................................................................................60
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure....................................................................................60
Item 10. Directors and Executive Officers of the Registrant............................................60
Item 11. Executive Compensation........................................................................60
Item 12. Security Ownership of Certain Beneficial Owners and Management................................60
Item 13. Certain Relationships and Related Transactions................................................60
Item 14. Controls and Procedures.......................................................................61
PART IV..........................................................................................................62
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K...............................62
Schedule II - Valuation and Qualifying Accounts.........................................................62
SIGNATURES..............................................................................................65
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PART I
ITEM 1. BUSINESS
GENERAL
Noble International Ltd., through its subsidiaries, is a full-service
provider of tailored laser welded blanks for the automotive industry and a
distributor of tooling components, and paint gauges to a variety of industrial
markets. Noble's laser-welded blanks are manufactured from two or more blanks of
varying thickness and sizes welded together utilizing automated laser
assemblies, and are used by original equipment manufacturers or their suppliers
in automobile body components like doors, fenders and hoods. Noble distributes
Kipp(R), Elesa(R), Boutet and Brauer tooling components as well as proprietary
paint and other gauges throughout North America.
Noble operates four locations in Michigan, Kentucky and Canada.
Executive offices are located at 28213 Van Dyke Ave, Warren, MI 48093, tel.
(586) 751-5600. Noble's common stock is traded on the NASDAQ National Market
under the symbol NOBL. Additional information about the company, including SEC
filings, can be found on its web site, www.nobleintl.com.
Noble's fiscal year is the same as the calendar year. Thus any
reference to a fiscal year in this Report should be understood to mean the
period from January 1 to December 31 of that year.
HISTORY AND BUSINESS DEVELOPMENT
Noble International, Ltd. ("Noble") was incorporated on October 3, 1993
in the State of Michigan. On June 29, 1999 Noble reincorporated in the State of
Delaware. Since its formation in 1993, Noble has completed over two dozen
significant acquisitions and divestitures (the "Acquisitions"). As used in this
Annual Report (the "Report"), the term "Company" refers to Noble and its
subsidiaries and their combined operations, after consummation of all the
Acquisitions.
In 1996, the Company completed the acquisitions of Noble Component
Technologies, Inc. ("NCT"), Monroe Engineering Products, Inc. ("Monroe"), and
Cass River Coatings, Inc. ("Vassar").
In 1997, the Company completed the acquisitions of Skandy Corp.
("Skandy"), Utilase Production Processing, Inc. ("UPP"), Noble Metal Forming,
Inc. ("NMF"), and Noble Metal Processing, Inc. ("NMP"). In November 1997, the
Company completed an initial public offering of 3.3 million shares of common
stock resulting in gross proceeds of $29.7 million (the "Offering").
In 1998, the Company completed the acquisitions of Tiercon Plastics,
Inc. ("TPI"), Tiercon Coatings, Inc. ("TCI"), and Noble Metal
Processing-Midwest, Inc. ("NMPM").
In 1999, TPI and TCI were combined with and into Tiercon Industries,
Inc. ("Tiercon"). TPI and TCI continued to operate as separate divisions of
Tiercon. On August 31, 1999 the Company purchased certain assets of Jebco
Manufacturing, Inc. ("Jebco").
In 2000, the Company completed the sale of Noble Canada, Inc. ("Noble
Canada") including Tiercon (the "Tiercon Sale"). As part of the Tiercon Sale the
Company sold Vassar and NCT. The Tiercon Sale comprised all of the operating
companies classified as the Company's plastics and coatings division.
In 2000, the Company completed the acquisition of Noble Logistics
Services, Inc. ("NLS-TX"), (formerly known as DSI Holdings, Inc. ("DSI")). In
addition, in 2000, the Company completed the acquisition of Noble Logistic
Services, Inc. ("NLS-CA"), (formerly known as Assured Transportation & Delivery,
Inc. ("ATD") and its affiliate, Central Transportation & Delivery, Inc.
("CTD")).
In 2000, the Company completed the acquisition of Pro Motorcar
Products, Inc. ("PMP") and its affiliated distribution company, Pro Motorcar
Distribution, Inc. ("PMD").
On February 16, 2001, the Company acquired a 49% interest in S.E.T.
Steel, Inc. ("SET") for $3.0 million (the "SET Acquisition"). SET is a Qualified
Minority Business Enterprise, providing metal
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processing services to original equipment manufacturers ("OEMs").
Contemporaneously with the SET Acquisition, the Company, through its wholly
owned subsidiary Noble Manufacturing Group, Inc. ("NMG") (formerly known as
Noble Technologies, Inc.), sold all of the capital stock of NMPM and NMF to SET
for $27.2 million (the "SET Sale"). On February 16, 2001, the Company received a
note for $27.2 million due June 14, 2001. On June 28, 2001, SET completed bank
financing of its purchase of NMF and NMPM and repaid the $27.2 million note to
the Company with $24.7 million in cash and a $4.0 million, 12% subordinated note
due in 2003. In addition, the Company is guarantor of $10.0 million of SET's
senior debt. During the quarter ended September 30, 2001, SET repurchased the
Company's 49% interest for $3.0 million. The Company received a $3.0 million,
12% subordinated note due in 2003.
On June 8, 2001, the Company acquired a 51% interest in SCO Logistics,
Inc. ("SCOL"). SCOL is a provider of logistics management services to the bulk
chemical industry. On October 1, 2001 the Company sold its interest in SCOL to
the management of SCOL for $0.35 million.
On December 18, 2001, the Company, through its wholly owned subsidiary
NMG, purchased 81% of the outstanding capital stock of Noble Construction
Equipment, Inc. ("NCE") (formerly known as Construction Equipment Direct, Inc.
("CED")), for $0.35 million in cash and stock valued at $0.35 million along with
a call right to purchase the balance of the stock. On December 19, 2001, NCE
purchased certain assets and assumed certain liabilities of Eagle-Picher
Industries, Inc.'s construction equipment division for approximately $6.1
million in cash. On December 21, 2001, NMG exercised its call option and
acquired the balance of the stock of NCE.
On April 1, 2002, the Company converted its $7.6 million note
receivable, including interest, from SET Enterprises, Inc. ("SET") into
preferred stock of SET. The preferred stock is non-voting and is redeemable at
the Company's option in 2007. The Company agreed to convert the subordinated
promissory note to preferred stock in order to assist SET in obtaining capital
without appreciably decreasing the Company's repayment rights or jeopardize
SET's minority status. Management believes that continued support of SET
furthers the joint strategic objectives of the two companies.
On October 4, 2002, the Company completed a secondary offering of
925,000 shares of its $0.001 par value common stock. The net proceeds of $8.6
million were used to reduce the Company's long-term debt.
On December 31, 2002, the Company, through its wholly-owned subsidiary
NMG, completed the sale of NCE for $14.0 million. The transaction resulted in a
gain of $0.174 million, net of tax. The proceeds were used to reduce the
Company's long-term debt. The Company completed the transaction with an entity
in which the Company's CEO and certain other officers have an interest. The
Company obtained an independent fairness opinion regarding the transaction.
Currently the Company's continuing operating subsidiaries are organized
into two divisions based upon the products and services produced. These
divisions include automotive (NMP, Noble Metal Processing - Kentucky, LLC
("NMPK") and Noble Metal Processing - Canada, Inc. ("NMPC")) and distribution
(Monroe, PMP and PMD). The Company made the decision to exit the logistics
(NLS-TX and NLS-CA, jointly "NLS") business in the fourth quarter of 2002 and
has classified this operation as discontinued. On March 21, 2003 the Company
completed the sale of NLS for approximately $11.0 million in cash and notes.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
See Note N of Notes to the Consolidated Financial Statements for
information on the Company's operations by industry segment for the years ended
December 31, 2000, 2001 and 2002.
4
NARRATIVE DESCRIPTION OF INDUSTRY SEGMENTS
CONTINUING OPERATIONS
As of December 31, 2002 the Company had two primary businesses. The
Company is a supplier of laser welded blanks to the automotive industry and a
distributor of tooling components and paint gauges.
Automotive
The Company, through NMP, NMPC and NMPK, is a supplier of automotive
components and value-added services to the automotive industry. Customers
include Original Equipment Manufacturers ("OEMs"), such as General Motors
("GM"), DaimlerChrysler AG ("DCX"), Ford Motor Company ("Ford"), BMW of North
America LLC ("BMW"), Toyota Motor Corporation ("Toyota"), American Honda Motor
Company, Inc. ("Honda") and Nissan North America, Inc. ("Nissan"), as well as
other companies which are suppliers to OEMs ("Tier I suppliers"), such as Tower
Automotive, Inc., AK Steel, Rouge Steel Company and Thyssen Steel Group
Automotive, among others. The Company, as a Tier I and Tier II supplier,
provides prototype design, engineering, laser welding of tailored blanks and
other laser welding, and cutting services of automotive components. The
Company's manufacturing facilities have been awarded both QS-9000 and ISO 14001
certifications.
The process of laser welding involves the concentration of a beam of
light, producing energy densities of 16 to 20 million watts per square inch, at
the point where two metal pieces are to be joined. Laser welding allows rapid
weld speeds with low heat input, thus minimizing topical distortion of the metal
and resulting in ductile and formable welds that have mechanical properties
comparable to, or in some cases superior to, the metal being welded. Laser welds
provide improved performance as well as visual aesthetics, and allow significant
automation of the welding process.
Laser welding of blanks offers significant advantages over other blank
welding technologies, including cost, weight and safety benefits. The Company
has developed a technology and production process that the Company believes
permits it to produce laser welded blanks more quickly and with higher quality
and tolerance levels than its competitors. In 1995 and 2000, the UltraLight
Steel Auto Body Consortium, a worldwide industry association of steel producers,
commissioned a study which concluded that laser welded tailored blanks will play
a significant role in car manufacturing in the next decade as the automotive
industry is further challenged to produce lighter cars for better fuel economy,
with enhanced safety features and lower manufacturing costs. In addition, the
studies identified 21 potential applications for laser welding of tailored
blanks per vehicle. The Company has identified nine additional potential
applications.
Distribution
The Company, through Monroe, PMP and PMD, distributes tooling
components, including adjustable handles, hand wheels, plastic knobs, levers,
handles, hydraulic clamps, drills, jigs and permanent magnets to various
customers. Monroe's primary tooling component product line is Kipp(R) brand
standard and heavy duty adjustable handles, representing approximately one-half
of its tooling component sales. Monroe also distributes Elesa(R) brand high
tensile plastic hand wheels, knobs, handles and levers, representing
approximately one-quarter of tooling component sales. Although most tooling
component products are sold off the shelf, Monroe does perform some light
machining of parts for custom orders.
Monroe is a distributor for Kipp(R) products and holds the U.S. patent
rights to Kipp(R) adjustable handles. Monroe also holds non-exclusive rights to
distribute Elesa(R), Boutet and Brauer products throughout North America.
PMP and PMD manufacture and distributes products used in the paint and
coatings industry. These proprietary products include paint measurement gauges
and quick drying lamps.
5
In November 2002 Monroe purchased the patent and rights to manufacture
and distribute the Pocket Detector, a portable tint meter gauge, for
approximately $0.2 million. The product is used to measure the amount of tint
contained on a window. The most prominent market for the product is the
automobile industry. All 50 states have laws regulating the amount of tint that
can be applied to car windows.
DISCONTINUED OPERATIONS
Heavy Equipment
NCE designed, engineered, manufactured and assembled all terrain fork
trucks, truck mounted fork trucks, wheeled tractor scrapers and pull scrapers.
These products are then sold to an established system of dealers throughout the
United States, or are contract-built for customers like Caterpillar Inc. and
Terex Corporation. All of the products are made to order based on the customers
specifications.
The Company made the strategic decision to exit this segment in the
fourth quarter of 2002 in order to focus on its core automotive operations. NCE
was sold in December 2002 for $14.0 million in cash. The Company completed the
transaction with an entity in which the Company's CEO and certain other officers
have an interest. The Company obtained an independent fairness opinion regarding
the transaction.
Logistics
NLS provided same day package delivery solutions to a wide variety of
industries. Services included both dedicated contract services and scheduled
routed services.
In the fourth quarter of 2002, the Company made the strategic decision
to exit the logistics business segment in order to focus on its core automotive
segment and has classified this operation as discontinued. On March 21, 2003 the
Company completed the sale of the logistics segment for approximately $11.0
million in cash and notes. The Company obtained an independent fairness opinion
regarding the transaction.
DESIGN AND ENGINEERING
The development of new automobile models or the redesign of existing
models generally begins two to five years prior to the marketing of such models
to the public. The Company's engineering staff typically works with OEM and Tier
I engineers early in the development phase to design specific automotive body
components for the new or redesigned models. The Company also provides other
value-added services, such as prototyping, to its automotive customers.
Internally, the Company's engineering and research staff designs and
integrates proprietary laser welding systems using latest design techniques.
These systems are for exclusive use by the Company and are not marketed or sold
to third parties. Continued strategic investment in process technology is
essential for the Company to remain competitive in the markets it serves, and
the Company plans to continue to make appropriate levels of research and
development expenditures.
MARKETING
Automotive. The Company's sales and engineering staff is located in
direct proximity to major customers. Typically, OEMs and Tier I suppliers
conduct a competitive bid process to select laser welders for the parts that
they will include in their end products. The Company's direct sales force,
marketing and technical personnel work closely with OEM engineers to satisfy the
OEMs' specific requirements. In addition, the Company's technical personnel will
spend a significant amount of time assisting OEM engineers in product planning
and integration of laser welded components in future automotive models.
Distribution. The Company's tooling component, paint gauge and lamp
products are sold through catalogs as well as through a network of regional
distributors throughout North America, including Canada and Mexico. These
distributors generally sell to industrial manufacturing companies. The
6
Company currently sells its Pocket Detector tint meter gauge directly to police
agencies, state inspection sites, and entities that manufacture and apply tint
film to automobiles.
RAW MATERIALS
The raw materials required for the Company's automotive operations
include rolled and coated steel and gases such as carbon dioxide and argon. The
Company obtains its raw materials and purchased parts from a variety of
suppliers. 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. The majority of the steel is purchased through
OEMs steel buying programs. Under these programs the Company purchases the steel
from specific suppliers and passes onto customers the steel price the customers
negotiated with these steel suppliers. Although the Company does take ownership
of the steel, the steel price risk is borne by the customer. Further, a portion
of the automotive operations involves the toll processing of materials supplied
by another Tier I customer, typically a steel manufacturer. Under these
arrangements the Company charges a specified fee for operations performed
without acquiring ownership of the steel.
PATENTS AND TRADEMARKS
The Company owns a number of patents and trademarks related to its
products and methods of manufacturing. The loss of any single patent or group of
patents would not have a material adverse effect on the Company's business. The
Company also has proprietary technology and equipment that constitute trade
secrets, which it has chosen not to register in order to avoid public disclosure
thereof. The Company relies upon patent and trademark law, trade secret
protection and confidentiality or license agreements with its employees,
customers and third parties to protect its proprietary rights.
SEASONALITY
The Company's automotive operations business is largely dependent upon
the automotive industry, which is highly cyclical and is dependent on consumer
spending. In addition, the automotive component supply industry is somewhat
seasonal. Increased revenues and operating income are generally experienced
during the second calendar quarter as a result of the automotive industry's
spring selling season, the peak sales and production period of the year. Revenue
and operating income generally decreases during July and December of each year
as a result of changeovers in production lines for new model years as well as
scheduled OEM plant shutdowns for vacations and holidays.
The Company's historical results of operations have generally not
reflected typical cyclical or seasonal fluctuations in revenues and operating
income. The acquisitions and disposition completed by the Company have resulted
in a growth trend which may have masked the effect of typical seasonal
fluctuations. There can be no assurance that the Company's business will
continue its historical growth trend, or that it will conform to industry norms
for seasonality in future periods.
CUSTOMERS
In 2002, automotive industry customers accounted for 96% of the
Company's consolidated net sales from continuing operations. The Company's
remaining sales are to the tooling component, painting and coating industries.
Two customers accounted for 40% and 24% of consolidated net sales, respectively,
in 2002. The tooling component, painting and coating operations are generally
not dependent on any one customer or group of customers.
COMPETITION
The automotive component supply and tooling component industries are
highly competitive. In the automotive segment the Company's primary competitors
are TWB Company, Shiloh Industries Inc. and PowerLasers Ltd. Competition in this
segment is based on many factors, including engineering, product design, process
capability, quality, cost, delivery and responsiveness.
7
The Company believes that its performance record places it in a strong
competitive position, although there can be no assurance that it can continue to
compete successfully against existing or future competitors in each of the
market segments it competes in.
The tooling component industry is made of numerous competitors located
throughout the world. Recently, strong new competitors, particularly from the
Pacific Rim, have been able to gain market share due to lower manufacturing
costs. In addition to product cost, other key competitive factors include
quality, design, product availability and speed of delivery, engineering
customization to customer specifications, and depth of product offerings. The
Company believes its tooling products compete favorably on all dimensions and
the Company continues to seek opportunities for new products and lower
manufacturing costs in order to continue to remain competitive in the long run.
ENVIRONMENTAL MATTERS
Within the automotive component supply operations, the Company is
subject to environmental laws and regulations concerning emissions to the air,
discharges to waterways, and generation, handling, storage, transportation,
treatment and disposal of waste materials. The Company is also subject to other
Federal and state laws and regulations regarding health and safety matters. Each
of the Company's production facilities has permits and licenses allowing and
regulating air emissions and water discharges. The Company believes that it is
currently in compliance with applicable environmental and health and safety laws
and regulations.
EMPLOYEES
As of December 31, 2002, the Company employed 589 people in its
continuing operations. Of this total, 569 people were employed in the automotive
sector, including 398 production employees, 50 independent production
contractors and 122 managerial, research and administrative personnel. The
distribution segment employed 19 people. The Company believes that its relations
with its employees are satisfactory. One NMP plant elected to be represented by
the International Union, United Automobile, Aerospace, and Agricultural
Implement Workers of America ("UAW") in 1999 and a collective bargaining
agreement was entered into in September 2000 with 161 employees. The plant has
not been subject to a strike, lockout or other major work stoppage.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
International operations are subject to certain additional risks
inherent in conducting business outside the United States, such as changes in
currency exchange rates, price and currency exchange controls, import
restrictions, nationalization, expropriation and other governmental action.
Refer to Note N - Industry Segments in Notes to Consolidated Financial
Statements.
RISK FACTORS
The following factors are important and should be considered carefully
in connection with any evaluation of the Company's business, financial
condition, results of operations and prospects. Additionally, the following
factors could cause the Company's actual results to differ materially from those
reflected in any forward-looking statements of the Company. The factors
identified here do not represent an exhaustive list of potential risks involved
in our business that are beyond the Company's control.
Outstanding Indebtedness. In order to finance its operations, including
costs related to the consummation of various acquisitions, the Company has
incurred 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 or pledge assets. 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. The
Company currently has a $46 million credit facility (the "Credit Facility") with
Comerica Bank NA expiring in January 2006.
8
Debt Service Obligations. The Company's business is subject to all of
the risks associated with substantial leverage, including the risk that
available cash may not be adequate to make required payments. The Company's
ability to satisfy outstanding debt obligations from cash flow will be dependent
upon its future performance and will be subject to financial, business and other
factors, many of which may be beyond its control. In the event that the Company
does not have sufficient cash resources to satisfy its repayment obligations, it
would be in default, which would have a material adverse effect on its business.
To the extent that the Company is required to use cash resources to satisfy
interest payments to the holders of outstanding debt obligations, it will have
fewer resources available for other purposes.
Reliance on Major Customers. Sales to the automotive industry accounted
for 96% of the Company's sales in 2002. In addition, the Company's automotive
sales are highly concentrated among a few major OEMs and automotive suppliers.
Thus, the loss of any significant customer could have a material adverse effect
on the Company's business. As is typical in the automotive supply industry, the
Company has no long-term contracts with any of its customers. The Company's
customers provide annual estimates of their requirements, however, sales are
made on a short-term purchase order basis. There is substantial and continuing
pressure from the major OEMs and Tier I suppliers to reduce costs, including the
cost of products purchased from outside suppliers. If in the future the Company
is unable to generate sufficient production cost savings to offset price
reductions, its gross margins could be adversely affected.
Risks Relating to Acquisitions. The automotive component supply
industry is undergoing consolidation as OEMs seek to reduce both their costs and
their supplier base. Future acquisitions may be made in order to enable the
Company to expand into new geographic markets, add new customers, provide new
products, expand manufacturing and service capabilities and increase automotive
model penetration with existing customers. There can be no assurance that the
Company will be successful in identifying appropriate acquisition candidates or
in successfully combining operations with such candidates if they are
identified. It should be noted that any acquisitions could involve the dilutive
issuance of equity securities or the incurrence of debt. In addition,
acquisitions involve numerous other risks, including difficulties in
assimilation of the acquired company's operations following consummation of the
acquisition, the diversion of management's attention from other business
concerns, risks of producing products we have limited experience with, the
potential loss of key customers of the acquired company, and the ability of
pre-acquisition due diligence to identify all possible issues that may arise
with respect to products of the acquired company. All these acquisition risks
could materially and adversely affect the financial performance of the Company.
Failure to Obtain Business on New and Redesigned Model Introductions. The
Company's automotive product lines are subject to change as its customers,
including both OEMs and Tier I suppliers, introduce new or redesigned products.
The Company competes for new business both at the beginning of the development
phase of new vehicle models, which generally begins two to five years prior to
the marketing of such models to the public, and upon the redesign of existing
models. The Company's sales would be adversely affected if the Company fails to
obtain business on new models, or fails to retain or increase business on
redesigned existing models, or if the Company's customers do not successfully
introduce new products incorporating Company's products, or if market demand for
these new products does not develop as anticipated.
Dependence on Continuous Improvement of Production Technologies. The Company's
ability to continue to meet customer demands within its automotive operations
with respect to performance, cost, quality and service will depend, in part,
upon its ability to remain technologically competitive with its production
processes. New automotive products are increasingly complex, require increased
welding precision, use of various materials and have to be run at higher
production speeds and with lower scrap ratio in order to reduce costs. The
investment of significant additional capital or other resources may be required
to meet this continuing challenge. If the Company is unable to improve its
production technologies, it will lose business and possibly be forced to exit
from the particular market.
Design and Engineering Resources. Within the automotive industry, OEMs
and Tier I suppliers require their suppliers to provide design and engineering
input during the product development process. The direct costs of design and
engineering are generally borne by the Company's customers. However,
9
the Company bears the indirect cost associated with the allocation of limited
design and engineering resources to such product development projects. Despite
the Company's up-front dedication of design and engineering resources, its
customers are under no obligation to order the subject components or systems
from the Company following their development. In addition, when the Company
deems it strategically advisable, it may also bear the direct up-front design
and engineering costs as well. There can be no assurance that the Company's
dedication of design and engineering resources, or up-front design and
engineering expenditures, will not have a material adverse effect on the
Company's financial condition or results of operations.
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. Our need for continued significant expenditures for capital
equipment purchases, equipment development and ongoing manufacturing improvement
and support, among other factors, make it difficult for us to reduce operating
expenses in a particular period if our net sales for such period are not met,
because a substantial component of our operating expenses are fixed costs.
Generally, revenue and operating income increase during the second calendar
quarter of each year as a result of the automotive industry's spring selling
season, which is the peak sales and production period of the year. Revenue and
operating income generally 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, that it will continue to be profitable or
that it will conform to industry norms for seasonality in future periods.
Risk of Labor Interruptions. Within the automotive supply industry
substantially all of the hourly employees of the OEMs and many Tier I suppliers
are represented by labor unions, and work pursuant to collective bargaining
agreements. The failure of any of the Company's significant customers to reach
agreement with a labor union on a timely basis, resulting in either a work
stoppage or strike, could have a material adverse effect on the Company's
business. During 1999, production workers at the Company's NMP facility in
Michigan elected to be represented by the UAW. A collective bargaining agreement
was entered into in September 2000 and expires in December 2003. Although this
plant has never been subject to a strike, lockout or other major work stoppage,
any such incident would have a material adverse effect on the Company's
operating income.
Product Liability Exposure. Within the automotive operations, the
Company faces an inherent business risk of exposure to product liability claims
if the failure of one of its products results in personal injury or death. There
can be no assurance that material product liability losses will not occur in the
future. In addition, if any of the Company's products prove to be defective, the
Company may be required to participate in a recall involving such products. The
Company maintains insurance against product liability claims, but there can be
no assurance that such coverage will be adequate or will continue to be
available to the Company on acceptable terms or at all. A successful claim
brought against the Company in excess of available insurance coverage or a
requirement to participate in any product recall could have a material adverse
effect on its business.
Impact of Environmental Regulation. The Company is subject to the
requirements of federal, state and local environmental and occupational health
and safety laws and regulations. Although the Company has made and will continue
to make expenditures to comply with environmental requirements, these
requirements are constantly evolving, and it is impossible to predict whether
compliance with these laws and regulations may have a material adverse effect on
the Company in the future. If a release of hazardous substances occurs on or
from the Company's properties or from any of its disposals at offsite disposal
locations, or if contamination is discovered at any of the Company's current or
former properties, it may be held liable, and the amount of such liability could
be material.
10
Dependence on Key Personnel. The Company's operations are dependent
upon its ability to attract and retain qualified employees in the areas of
engineering, operations and management, and are greatly influenced by the
efforts and abilities of Robert J. Skandalaris, Chairman and Chief Executive
Officer, and its other executive officers. The Company has an employment
agreement with Mr. Skandalaris and several other officers. The Company does not
maintain key-person life insurance on its executives.
Control by Existing Stockholders. Robert J. Skandalaris owns and/or
controls approximately 34.9% of the outstanding Common Stock. As a result, Mr.
Skandalaris is able to exert significant influence over the outcome of all
matters submitted to a vote of the Company's stockholders, including the
election of directors, amendments to the Company's Certificates of Incorporation
and approval of significant corporate transactions. Such consolidation of voting
power could also have the effect of delaying, deterring or preventing a change
in control that might be beneficial to other stockholders.
Anti-Takeover Provisions. Certain provisions of the Company's
Certificate of Incorporation and Bylaws may inhibit changes in control of the
Company not approved by the Board of Directors. These provisions include: (i) a
prohibition on stockholder action through written consents; (ii) a requirement
that special meetings of stockholders be called only by the Board of Directors;
(iii) advance notice requirements for stockholder proposals and nominations;
(iv) limitations on the ability of stockholders to amend, alter or repeal the
Bylaws; and (v) the authority of the Board of Directors to issue, without
stockholder approval, preferred stock with such terms as the Board of Directors
may determine. The Company will also be afforded the protections of Section 203
of the Delaware General Corporation Law, which could have similar effects.
Risks Associated With International Operations. The Company operates a
production facility in Ontario, Canada. The Company's business strategy may
include the continued expansion of international operations. As the Company
expands its international operations, it will increasingly be subject to the
risks associated with such operations, including: (i) fluctuations in currency
exchange rates; (ii) compliance with local laws and other regulatory
requirements; (iii) restrictions on the repatriation of funds; (iv) inflationary
conditions; (v) political and economic instability; (vi) war or other
hostilities; (vii) overlap of tax structures; and (viii) expropriation or
nationalization of assets. The inability to effectively manage these and other
risks could adversely affect the Company's business.
Shares Eligible for Future Sale. The Company cannot predict the effect
that future sales of Common Stock will have on the market price of the Common
Stock. Sales of substantial amounts of Common Stock, or the perception that such
sales could occur, could adversely affect the market price of the Common Stock.
Approximately 3,020,643 of the shares of Common Stock currently issued and
outstanding are "restricted securities" as that term is defined under Rule 144
under the Securities Act of 1933 and may not be sold unless they are registered
or unless an exemption from registration, such as the exemption provided by Rule
144, is available. All of these restricted securities are currently eligible for
resale pursuant to Rule 144, subject in most cases to the volume and manner of
sale limitations prescribed by Rule 144.
Possible Volatility of Trading Price. The trading price of the Common
Stock could be subject to significant fluctuations in response to, among other
factors, variations in operating results, developments in the automotive
industry, general economic conditions, fluctuations in interest rates and
changes in securities analysts' recommendations regarding the Company's
securities. Such volatility may adversely affect the market price of our common
stock.
The Failure of SET Enterprises, Inc. could materially adversely affect
our financial condition. In February 2001, the Company sold two of our non-core
subsidiaries to SET Enterprises, Inc., a qualified minority business enterprise
providing metal processing services to the automotive OEMs. The Company
currently holds a $7.6 million in face value of non-convertible, non-voting
preferred stock of SET, subject to mandatory redemption in 2007, and a guarantee
of $10.0 million of SET's senior debt, scheduled to mature in June 2003,
incurred in connection with its purchase of our subsidiaries. Due to the amounts
invested in the Company's relationship with SET, the failure of SET's business
could materially adversely affect our financial condition if it resulted in
SET's inability to redeem our
11
preferred stock upon maturity, to pay our accounts receivable and to pay its
senior debt resulting in our guarantee.
ITEM 2. PROPERTIES
As of December 31, 2002, the Company's automotive business operated two
production facilities in the United States and one facility in Canada. These
facilities are used for multiple purposes and range in size from 80,000 square
feet to 524,000 square feet, with an aggregate of approximately 738,000 square
feet. These production facilities are leased under operating leases with
expiration dates ranging from 2005 to 2016.
The Company's distribution division operations are run through four
facilities with an aggregate of approximately 15,000 square feet. One of the
four facilities, approximately 10,000 square feet is owned; the remaining
facilities are leased under operating leases with expiration dates ranging from
2003 to 2015.
The Company owns three properties totaling approximately 65,000 square
feet that it has classified as held for sale and owns one property totaling
240,000 square feet that is rented to a third party.
None of the Company's facilities, other than those that are currently
held for sale, is materially underutilized. Management believes that all of the
Company's property and equipment, owned or leased, is in good, working
condition, is well maintained and provides sufficient capacity to meet the
Company's current and expected manufacturing and distribution needs.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings, other than routine
litigation incidental to its business, none of which is material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted for a vote of security holders during the
fourth quarter of the fiscal year covered by this report.
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 NASDAQ National Market
under the symbol NOBL. Prior to June 30, 1998 the common stock traded on AMEX
under the symbol NIL. The following table sets forth the range of high and low
sales prices for the common stock for each period indicated:
HIGH LOW
------- -------
FY 2001
First Quarter $6.00 $ 4.19
Second Quarter 6.84 4.00
Third Quarter 7.84 4.74
Fourth Quarter 8.20 4.85
FY 2002
First Quarter $14.50 $ 7.91
Second Quarter 16.00 10.45
Third Quarter 11.69 8.65
Fourth Quarter 11.10 6.41
As of March 17, 2003 there were approximately 75 record holders and
approximately 2,380 beneficial owners of the Company's common stock.
Dividends
During the fiscal years ending December 31, 2001 and 2002, the Company
paid $1.995 million and $2.247 million in dividends, respectively. The dividend
payments were made pursuant to resolutions of the Board of Directors in May
2001, February 2002 and May 2002 to pay regular quarterly cash dividends of
$0.075 and $0.08 per share respectively.
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, 2002 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 Operations." Numbers in the consolidated statement of operations
below are in millions and are subject to rounding.
13
DECEMBER 31,
----------------------------------------------------------------------
1998 1999 2000 2001 2002
----------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS: (Dollars in millions, except share and per share data)
Net sales $ 60.3 $ 85.3 $ 88.0 $ 75.1 $ 125.2
Cost of sales 40.6 56.4 64.5 57.3 104.9
---------- ---------- ---------- ---------- ----------
Gross Margin 19.7 28.9 23.5 17.8 20.4
Selling, general and administrative 11.8 15.8 18.9 9.6 10.7
Bad debt expense - - - 0.1 1.2
---------- ---------- ---------- ---------- ----------
Operating profit 7.9 13.1 4.6 8.2 8.5
Interest income - - - 1.6 1.0
Interest expense (0.8) (1.8) (1.8) (2.3) (0.9)
Expense related to Litigation award - - - - (1.1)
Other, net - 0.3 0.3 1.6 (0.9)
---------- ---------- ---------- ---------- ----------
Earnings from continuing operations before income taxes
minority interest and extraordinary item 7.0 11.6 3.1 9.2 6.5
Minority interest 0.1 - - - -
Income tax expense 2.7 4.3 1.3 2.9 1.9
---------- ---------- ---------- ---------- ----------
Earnings from continuing operations before
extraordinary item 4.3 7.3 1.9 6.2 4.6
Earnings (loss) from discontinued operations 0.1 (0.5) (0.8) (2.1) (17.9)
Gain on sale of discontinued operations - - 10.0 - 0.2
---------- ---------- ---------- ---------- ----------
Earnings (loss) before extraordinary item 4.4 6.8 11.1 4.1 (13.2)
Extraordinary item (1) (2) (3) 0.6 - (0.3) 1.6 0.3
---------- ---------- ---------- ---------- ----------
Net earnings (loss) $ 5.0 $ 6.8 $ 10.8 $ 5.7 $ (12.8)
========== ========== ========== ========== ==========
BASIC EARNINGS (LOSS) PER COMMON SHARE:
Earnings per common share from continuing
operations before extraordinary item $ 0.59 $ 1.01 $ 0.26 $ 0.94 $ 0.65
Earnings (loss) per common share from discontinued
operations before extraordinary item 0.02 (0.07) 1.30 (0.32) (2.53)
Extraordinary item (1) (2) (3) 0.09 - (0.04) 0.24 0.05
---------- ---------- ---------- ---------- ----------
Basic earnings (loss) per common share $ 0.70 $ 0.94 $ 1.52 $ 0.85 $ (1.84)
========== ========== ========== ========== ==========
Basic weighted average common shares outstanding 7,161,872 7,192,328 7,112,311 6,626,212 6,995,153
========== ========== ========== ========== ==========
DILUTED EARNINGS (LOSS) PER COMMON SHARE:
Earnings per common share from continuing
operations before extraordinary item $ 0.58 $ 0.92 $ 0.25 $ 0.90 $ 0.64
Earnings (loss) per common share from discontinued
operations before extraordinary item 0.02 (0.05) 1.28 (0.27) (2.48)
Extraordinary item (1) (2) (3) 0.08 - (0.04) 0.20 0.04
---------- ---------- ---------- ---------- ----------
Diluted earnings (loss) per common share $ 0.68 $ 0.87 $ 1.49 $ 0.82 $ (1.80)
========== ========== ========== ========== ==========
Diluted weighted average shares outstanding 7,304,148 8,530,981 7,234,786 7,776,451 7,158,982
========== ========== ========== ========== ==========
OTHER FINANCIAL INFORMATION
EBITDA from continuing operations (4) $ 12.2 $ 19.6 $ 12.1 $ 17.2 $ 13.4
CASH FLOW PROVIDED BY (USED IN):
Continuing operations 8.2 10.6 11.6 0.5 7.9
Discontinued operations (42.1) (23.4) (2.5) (0.1) (4.2)
Investing activities (26.2) (16.2) 47.4 9.5 5.2
Financing activities 59.3 28.8 (56.1) (9.8) (8.5)
CONSOLIDATED BALANCE SHEET:
Total assets 136.4 174.8 145.1 156.9 130.0
Net assets held for sale 44.3 67.2 32.5 37.7 10.4
Working capital (deficiency) 46.9 72.0 9.3 (36.4) 8.6
Total debt 88.7 118.1 73.7 71.3 57.7
Stockholders' equity 32.3 39.9 43.8 47.4 42.1
14
(1) An extraordinary gain was recorded as a result of the discounted prepayment
of unsecured subordinated promissory notes (the "Notes") payable to DCT,
Inc. and an officer of NMP on December 17, 1998. The Notes had an aggregate
principal face amount of approximately $10.135 million and, together with
accrued interest, were prepaid at an agreed amount of $9.666 million. In
2000, an extraordinary loss was recorded as a result of the buyback of 6%
convertible debentures. The convertible debentures had a face amount of
$6.376 million and were repaid at an agreed amount of $6.411 million.
(2) An after-tax extraordinary gain of $1.6 million was recorded in 2001
in connection with the Company's acquisition by NCE of certain assets of
Eagle-Picher, Inc.'s construction equipment division. This gain was the
result of the implementation of Financial Accounting Standards Board
("FASB") Statement No. 141, "Business Combinations" which requires the
excess of the fair value of acquired net assets over the cost associated
with an acquisition be recognized as an extraordinary gain in the period in
which the transaction occurs. In December 2002 this segment was sold for
$14.0 million.
(3) In 2002, the Company closed the allocation period regarding the acquisition
of NCE and recognized a $0.315 million after-tax extraordinary gain on the
transaction resulting from certain post-closing working capital
adjustments.
(4) EBITDA from continuing operations represents income from continuing
operations before income taxes, plus interest expense and depreciation and
amortization expense. EBITDA is not presented as, and should not be
considered, an alternative measure of operating results or cash flows from
operations (as determined in accordance with generally accepted accounting
principles), but is presented because it is a widely accepted financial
indicator of a company's ability to incur and service debt. While commonly
used, however, EBITDA is not identically calculated by companies presenting
EBITDA and is, therefore, not necessarily an accurate means of comparison,
and may not be comparable to similarly titled measures disclosed by the
Company's competitors.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following management's discussion and analysis of financial
condition and results of continuing operations should be read in conjunction
with the Company's consolidated financial statements and notes, and other
information thereto included elsewhere in this Report.
GENERAL
Noble International Ltd., through its subsidiaries, is a full-service
provider of tailored laser welded blanks for the automotive industry and a
distributor of tooling components and paint gauges to a variety of industrial
markets. On December 31, 2002 the Company completed the sale of its heavy
equipment segment for $14.0 million in cash to a related party. This segment
has been classified as discontinued. In the fourth quarter of 2002 the Company
made the strategic decision to exit the logistics business and has classified
this segment as discontinued. The sale of the logistics segment was completed on
March 21, 2003 for approximately $11.0 million in cash and notes. The Company's
fiscal year is equivalent to the calendar year. The following discussion relates
to the Company's continuing operations.
Automotive
The Company is a leading supplier of automotive components and
value-added services to the automotive industry. Customers include Original
Equipment Manufacturers ("OEMs"), such as General Motors ("GM"), DaimlerChrysler
AG ("DCX"), Ford Motor Company ("Ford"), BMW of North America LLC ("BMW"),
Toyota Motor Corporation ("Toyota"), American Honda Motor Company, Inc.
("Honda") and Nissan North America, Inc. ("Nissan"), as well as other companies
which are suppliers to OEMs ("Tier I suppliers"), such as Tower Automotive,
Inc., AK Steel, Rouge Steel Company and Thyssen Steel Group Automotive, among
others. The Company, as a Tier I and Tier II supplier, provides prototype
design, engineering, laser welding of tailored blanks and other laser welding,
and cutting
15
services of automotive components. The Company's manufacturing facilities have
been awarded both QS-9000 and ISO 14001 certifications.
Distribution
The Company, through Monroe, PMP and PMD, distributes tooling
components, including adjustable handles, hand wheels, plastic knobs, levers,
handles, hydraulic clamps, drills, jigs and permanent magnets to various
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.
PMP and PMD manufactures and distributes products used in the paint and
coatings industry. These proprietary products include paint measurement gauges
and quick drying lamps.
RESULTS OF OPERATIONS
To facilitate analysis, the following table sets forth certain
financial data for the Company:
(In thousands of dollars, except data in percent)
-------------------------------------------------------------------------------------------------
Fiscal Year
2000 2001 2002
-------------------------------------------------------------------------------------------------
Net sales $ 87,955 $ 75,110 $ 125,228
Cost of sales 64,457 57,268 104,859
---------- ---------- ----------
Gross margin 23,498 17,842 20,369
Selling, general and administrative expenses 18,852 9,553 10,673
Bad debt expense - 53 1,216
---------- ---------- ----------
Operating profit 4,646 8,236 8,480
Interest income 5 1,586 978
Interest expense (1,786) (2,277) (928)
Expense related to litigation - - (1,098)
Other income (expense), net 278 1,617 (935)
---------- ---------- ----------
Earnings from continuing operations before taxes 3,143 9,162 6,497
Income tax expense 1,251 2,936 1,935
---------- ---------- ----------
Earnings from continuing operations before
extraordinary item 1,892 6,226 4,562
(Loss) from discontinued operations (791) (2,131) (17,896)
Gain on sale of discontinued operations 10,044 - 174
---------- ---------- ----------
Earnings (loss) before extraordinary item 11,145 4,095 (13,160)
Extraordinary item (304) 1,567 315
---------- ---------- ----------
Net earnings (loss) 10,841 5,662 (12,845)
Preferred stock dividends 49 27 10
---------- ---------- ----------
Net earnings (loss) on common shares $ 10,792 $ 5,635 $ (12,855)
========== ========== ==========
As a percentage of sales:
Gross margin from continuing operations 26.7% 23.8% 16.3%
Operating profit from continuing operations 5.3% 11.0% 6.8%
Fiscal 2002 vs. Fiscal 2001
Net Sales. Net sales from continuing operations increased by $50.1
million, or 66.7%, to $125.2 million for the year ended December 31, 2002 from
$75.1 million for the year ended December 31, 2001. The increase in sales is
attributable to increased revenue from the automotive segment. The automotive
16
segment increased revenues by $50.1 million, or 70.9%, to $120.8 million in
fiscal 2002 from $70.7 million in fiscal 2001. These increases were primarily
the result of increased value-added sales resulting from the utilization of
laser-welded components on more vehicle models and platforms. In addition, the
automotive segment's revenue was positively impacted by increased steel sales.
Cost of Sales. Cost of sales from continuing operations increased by
$47.6 million, or 83.1%, to $104.9 million for the year ended December 31, 2002
from $57.3 million for the year ended December 31, 2001. This increase in cost
of sales was primarily attributable to increased production volume within the
Company's automotive segment related to value added services and steel. As a
percentage of net sales, cost of sales increased to 83.7% in fiscal 2002 from
76.2% in 2001. This increase in cost of sales as a percentage of net sales was
primarily the result of increased steel sales in the automotive segment as it
transitioned to a full service supplier from a toll processor.
Gross Margin. Gross margin from continuing operations increased $2.5
million, or 14.2%, to $20.4 million for the year ended December 31, 2002 from
$17.8 million for the year ended December 31, 2001. As a percentage of sales,
gross margin decreased from 23.8% in fiscal 2001 to 16.3% in 2002. The increase
in gross margin from continuing operations was primarily the result of higher
net sales at the automotive segment. As a percentage of sales, the gross margin
decline was primarily the result of increased steel sales within the automotive
segment which has lower margins than the value-added business.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses (SG&A) from continuing operations increased by $1.1
million, or 11.7%, to $10.7 million for the year ended December 31, 2002 from
$9.6 million for the year ended December 31, 2001. As a percentage of sales,
SG&A declined from 12.7% in fiscal 2001 to 8.5% in 2002. The decrease as a
percent of sales was primarily due to expense containment within all operating
segments. In addition, 2001 includes approximately $1.0 million of goodwill
amortization.
Bad Debt Expense. The Company historically has not experienced payment
defaults from its customers and has not had significant bad debt expense. In
fiscal 2001, the Company expensed $0.1 million for such accounts. In fiscal
2002, however, the bankruptcy of National Steel resulted in the Company
recording bad debt expense of approximately $1.2 million related to accounts
receivable with National Steel.
Operating Profit. As a result of the foregoing factors, operating
profit from continuing operations increased $0.2 million, or 3.0%, to $8.5
million for the year ended December 31, 2002 from $8.2 million for the year
ended December 31, 2001. As a percentage of sales, operating profit declined to
6.8% in fiscal 2002 from 11.0% in fiscal 2001. The decline, as stated earlier,
was primarily the result of lower operating margin from steel sales, the higher
proportion of steel sales in net sales for fiscal 2002 and bad debt expense.
Interest Expense. Interest expense from continuing operations decreased
$1.3 million, or 59.3%, to $0.9 million for the year ended December 31, 2002
from $2.3 million for the year ended December 31, 2001. The higher interest
expense in fiscal 2001 was primarily due to higher interest rates and
borrowings.
Interest Income. Interest income from continuing operations decreased
$0.6 million in fiscal 2002 to $1.0 million from $1.6 million in fiscal 2001.
The decrease was due to lower interest rates as well as lower notes receivable
balances related to the sale of NMF and NMPM.
Expense Related to Litigation. In fiscal 2002 the Company recorded a
$1.1 million charge related to litigation. The Company recorded a charge as a
result of tax-related litigation related to the Company's acquisition of its
automotive operations in 1997. Through arbitration, the seller was awarded
approximately $1.1 million.
Other Income/(Expense). Other income from continuing operations
declined by $2.6 million, from $1.6 million income in fiscal 2001 to an
(expense) of $0.9 million in fiscal 2002. Other income in 2001 was higher due to
a one-time fee related to the arrangement of financing for SET. Included in
other expense for 2002 is the write-down of certain real-estate assets held for
sale of $0.9 million.
17
Income Tax Expense. Income tax expense related to continuing operations
decreased $1.0 million, or 34.1%, to $1.9 million for the year ended December
31, 2002 from $2.9 million in 2001. This decrease was primarily due to lower
earnings from continuing operations before income taxes and a $1.1 million tax
expense in 2001 related to the sale of assets. The 2002 income tax expense
amount includes a valuation allowance of $0.5 million against available tax
credit carry forwards.
Net Earnings. As a result of the foregoing factors, net earnings from
continuing operations before extraordinary item decreased $1.7 million, or
26.7%, to $4.6 million for the year ended December 31, 2002 from $6.2 million
for the year ended December 31, 2001.
Extraordinary Item. In fiscal 2002, the Company closed the allocation
period regarding the acquisition of NCE and recognized a $0.3 million after-tax
extraordinary gain on the transaction resulting from certain post-closing
working capital adjustments. On December 31, 2002 the Company completed the sale
of NCE for $14.0 million.
Fiscal 2001 vs. Fiscal 2000
Net Sales. Net sales from continuing operations decreased by $12.8
million, or 14.6%, to $75.1 million for the year ended December 31, 2001 from
$88.0 million for the year ended December 31, 2000. When adjusted for businesses
sold in fiscal 2001, NMF and NMPM, revenue from continuing operations increased
by $28.6 million, or 65.0%. The increase in sales was primarily attributable to
the Company's automotive segment, which increased revenues by $28.5 million, or
71.5%, to $68.4 million from $39.9 million in fiscal 2000, when adjusted for the
sale of NMF and NMPM. This increase in revenue was the result of increased
acceptance of the Company's laser welding technology on new and redesigned model
platforms, as well as increased steel sales when compared to 2000.
Cost of Sales. Cost of sales from continuing operations decreased by
$7.2 million, or 11.2%, to $57.3 million for the year ended December 31, 2001
from $64.5 million for the year ended December 31, 2000. When adjusted for the
sale of NMF and NMPM during fiscal 2001, cost of sales increased $26.5 million,
or 93.3%. This increase in cost of sales was primarily attributable to increased
production volume within the Company's automotive segment related to value added
services and steel. As a percentage of net sales, cost of sales increased to
76.2% in fiscal 2001 from 73.3% in 2000. This increase in cost of sales as a
percentage of net sales was primarily the result of increased steel sales in the
automotive segment as it transitions to a full service supplier from a toll
processor.
Gross Margin. Gross margin from continuing operations decreased $5.7
million, or 24.1%, to $17.8 million for the year ended December 31, 2001 from
$23.5 million for the year ended December 31, 2000. When adjusted for the sale
of NMF and NMPM, gross margin decreased $2.1 million or 13.5% in fiscal 2001. As
a percentage of sales, gross margin decreased from 26.7% in fiscal 2000 to 23.8%
in 2001. The decrease in gross margin from continuing operations was primarily
the result of the decreased net sales from continuing operations due to the sale
of NMF and NMPM in 2001. Adjusting for the sale of NMF and NMPM, gross margin
from continuing operations decreased from 35.5% in fiscal 2000 to 24.4% in
fiscal 2001. As a percentage of sales, the gross margin decline was primarily
the result of increased steel sales within the automotive segment.
Selling, General and Administrative Expenses. The Company's SG&A from
continuing operations decreased $9.3 million, or 49.3%, to $9.6 million for the
year ended December 31, 2001 from $18.9 million for the year ended December 31,
2000. When adjusted for the sale of NMF and NMPM, SG&A decreased $5.1 million,
or 35.0%. The decrease was primarily due to lower expenses within the Company's
automotive segment. As a percent of sales, SG&A declined from 21.4% in 2000 to
12.7% in 2001. Adjusted for the sale of NMF and NMPM, SG&A as a percent of sales
declined from 33.0% in 2000 to 13.0% in 2001.
Bad Debt Expense. The Company historically has not experienced payment
defaults from its customers and thus has not incurred significant bad debt
expense. In fiscal 2001, the Company recorded $0.1 million for bad debt.
18
Operating Profit. As a result of the foregoing factors, operating
profit from continuing operations increased $3.6 million, or 77.3%, to $8.2
million for the year ended December 31, 2001 from $4.6 million for the year
ended December 31, 2000. When adjusted for the sale of NMF and NMPM, operating
profit increased by $7.2 million, or 641.3%, in fiscal 2001. As a percent of
sales, operating profit from continuing operations increased from 5.3% in fiscal
2000 to 11.0% in 2001. Adjusting for the sale of NMF and NMPM, operating profit
from continuing operations as a percent of sales increased from 2.5% in fiscal
2000 to 11.4% in fiscal 2001.
Interest Expense. Interest expense increased $0.5 million, or 27.5%, to
$2.3 million for the year ended December 31, 2001 from $1.8 million for the year
ended December 31, 2000. The increase in interest expense was primarily due to
increased borrowings in fiscal 2001 related to the temporary financing of the
sale of NMF and NMPM during the first and second quarters, and investments in
property plant and equipment.
Interest Income. Interest income was negligible in fiscal 2000. For the
year ended December 31, 2001 interest income was $1.6 million, primarily the
result of the temporary financing by the Company of the sale of NMF and NMPM
during the first and second quarters of 2001, as well as a note receivable
related to the same transaction.
Other Income. Other income increased by $1.3 million to $1.6 million
for the year ended December 31, 2001 from $0.3 million for the period ended
December 31, 2000. This increase is primarily the result of the assignment of
rights related to a prior acquisition for $0.6 million and the recording of fee
income of $1.0 million related to the arrangement of financing for SET in
connection with its purchase of NMF and NMPM in fiscal 2001.
Income Tax Expense. Income tax expense related to continuing operations
increased $1.7 million, or 134.7%, to $3.0 million for the year ended December
31, 2001 from $1.3 million in 2000. This increase was primarily due to increased
sales and earnings from continuing operations before tax. In addition, the
Company incurred a one-time income tax charge of $1.1 million in connection with
the difference between the book and tax basis from the sale of NMF and NMPM in
2001. The Company also recorded a one-time reduction in income tax expense
primarily from the utilization of foreign tax credits against federal income tax
expense.
Net Earnings. As a result of the foregoing factors, net earnings from
continuing operations before extraordinary item increased $4.3 million, or
229.1%, to $6.2 million for the year ended December 31, 2001 from $1.9 million
for the year ended December 31, 2000. As a percent of sales, net earnings from
continuing operations before extraordinary item increased from 2.2% in fiscal
2000 to 8.3% in 2001.
Extraordinary Item. An after-tax extraordinary gain, related to
discontinued operations, of $1.6 million was recorded in connection with the
Company's acquisition, through NCE, of certain assets of Eagle-Picher, Inc.'s
construction equipment division. This gain was the result of the implementation
of SFAS 141, which requires the excess of the fair value of acquired net assets
over the cost associated with an acquisition to be recognized as an
extraordinary gain in the period in which the transaction occurs.
Liquidity and Capital Resources
The Company's cash requirements have historically been satisfied
through a combination of cash flow from operations, equity and debt financings
and loans from stockholders. Working capital needs and capital equipment
requirements in the continuing operations have increased as a result of the
growth of the Company and are expected to continue to increase as a result of
anticipated growth. Anticipated increases in required working capital and
capital equipment expenditures are expected to be met from cash flow from
operations, equipment financing and borrowings under a credit facility. As of
December 31, 2002, the Company had a working capital surplus of approximately
$8.6 million. The Company completed the sale of NCE on December 31, 2002 which
resulted in cash received of $14.0 million. The Company completed the
transaction with an entity in which the Company's CEO and certain other
officers have an interest. The Company obtained an independent fairness opinion
regarding this transaction. This cash was applied to the reduction in borrowings
under the Company's Credit Facility.
19
The Company generated cash from continuing operations of $7.9 million
for the year ended December 31, 2002. Net cash generated by continuing operating
activities was primarily the result of net earnings, plus non-cash expense such
as depreciation expense and increases in accounts payable and accrued
liabilities. This was partially offset by increases in deferred income taxes,
accounts receivable, inventories and prepaid expenses. The significant increase
in the deferred income taxes of $6.4 million is primarily the result of
impairment related to the logistics business. The increase in accounts payable
of $3.1 million is related to increased volume at the automotive segment.
Discontinued operations used cash in the amount of $4.2 million for fiscal 2002.
The Company generated cash from investing activities of $5.2 million
for the year ended December 31, 2002. This was primarily the result of the sale
of NCE for $14.0 million as well as the sale of fixed assets of $5.7 million,
offset by purchases of fixed assets of $14.5 million.
The Company used $8.5 million in cash flow from financing activities
for the year ended December 31, 2002, primarily for payments on bank borrowings
as discussed below. The Company made payments on long-term debt of $13.7
million; paid dividends of $2.2 million and issued common stock through a
secondary offering for net proceeds of $8.6 million.
The Company maintains a secured Credit Facility with Comerica Bank N.A.
The amount of the facility was $46.0 million on December 31, 2002, and has an
expiration date of January 2006. As of December 31, 2002 the Credit Facility had
a balance of $37.4 million (See Note F of Notes to Consolidated Financial
Statements). The Credit Facility consists of two loans. The first is an $18.0
million revolving loan with a formula based on the Company's assets in the
determination of available credit. The second is a term loan of $28.0 million.
The Company makes monthly principal payments of $0.389 million on the term loan.
The Credit Facility is secured by assets of the Company and its subsidiaries and
provides for the issuance of up to $5 million in standby or documentary letters
of credit. The Credit Facility may be utilized for general corporate purposes,
including working capital and acquisition financing, and provides the Company
with borrowing options for multi-currency loans. Borrowing options include a
Eurocurrency rate, or a base rate. Advances under the facility bore interest at
an effective rate of approximately 4.7% and 3.98% as of December 31, 2001 and
2002, respectively. Costs of originating the Credit Facility of $1.0 million are
being amortized over three years. The unamortized balance of origination costs
is $1.0 million at December 31, 2002 and is included in other assets. The Credit
Facility is subject to customary financial and other covenants including, but
not limited to, limitations on consolidations, mergers, and sales of assets, and
bank approval on acquisitions over $15 million.
The Company guarantees $10.0 million of SET's senior debt in connection
with its sale of NMF and NMPM to SET. The Company would be required to perform
under the guarantee if SET was unable to repay or renegotiate its credit
facility. The maximum amount the Company would be required to pay is $10.0
million. The Company does not currently carry a liability for this guarantee.
The guarantee is unsecured and the Company would be entitled to the proceeds
from any liquidation after the senior debt lender had been paid in full.
The Company has from time to time been in violation of certain of its
financial debt ratio covenants and covenants relating to the issuance of
preferred stock and the payment of preferred and common stock dividends,
requiring it to obtain waivers of default from its lenders. At December 31,
2002 the Company is in compliance with all of its financial debt covenants
under the Credit Facility.
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 were issued. During the years ended December 31, 1999,
2000, and 2001 the Company issued $1.2 million, $1.1 million and $1.0 million,
respectively, in additional Debentures as payment of interest. The Debentures
are unsecured obligations of the Company which may be redeemed by the Company
during the twelve months beginning July 31, 2002 at 102.5% of the principal
amount (plus accrued interest) and
20
at 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. During
2001, the Company redeemed $1.1 million of debentures for $0.35 million in cash
and 50,000 shares of the Company's Common Stock. Offering costs of $1.114
million on the original issuance are being amortized over seven years. The
unamortized balance of offering costs is $0.316 million at December 31, 2002 and
is included in other assets.
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 were therefore classified as current
maturities of long-term debt on the consolidated balance sheet as of December
31, 2002. Interest is payable on June 1 and December 1 of each year at a stated
rate of 7% and an effective rate of 8%. Offering costs of $.199 million are
being amortized over five years. The unamortized balance of offering costs is
$0.034 million at December 31, 2002 and is included in other assets.
On April 22, 2002, the Company completed a sale and leaseback
transaction of its Shelbyville, KY facility to the Company's Chief Executive
Officer. The sale price was $6.2 million which was equal to the book value of
the property. The proceeds of the transaction were used to reduce the Company's
debt under its current credit facility. The lease has a term of five years and
provides for monthly rent of $70,000. The sale price and rent amount were
determined by the estimated fair value of the property and estimated prevailing
lease rates for similar properties. Although the Company did not obtain an
independent valuation of the property or the terms of the transaction, it
believes the terms of the sale and leaseback were at least as favorable to Noble
as terms that could have been obtained from an unaffiliated third party. The
Company has accounted for this lease as an operating lease.
The liquidity provided by the Company's existing and anticipated credit
facilities, combined with cash flow from continuing operations is expected to be
sufficient to meet currently anticipated working capital and capital expenditure
needs and for existing debt service for at least 12 months. There can be no
assurance, however, that such funds will not be expended prior thereto due to
changes in economic conditions or other unforeseen circumstances, requiring the
Company to obtain additional financing prior to the end of such twelve-month
period. In addition, the Company continues to evaluate, as part of its business
strategy, and may pursue future growth through opportunistic acquisitions of
assets or companies involved in the automotive component supply and distribution
industries, which acquisitions may involve the expenditure of significant funds.
Depending upon the nature, size and timing of future acquisitions, the Company
may be required to obtain additional debt or equity financing. There can be no
assurance, however, that additional financing will be available to the Company,
when and if needed, on acceptable terms or at all.
The Company's off balance sheet financing consists primarily of
operating leases for equipment and property. These leases have terms ranging
from a month-to-month basis to fourteen years. In 2002, lease expense was
approximately $3.6 million. From 2003 through 2007 and thereafter the Company
will make contractual minimum lease payments as well as short and long-term debt
payments as follows (in thousands):
21
FUTURE MATURITIES AND CONTRACTUAL OBLIGATIONS
Less Than Over 5
Total 1 Year 1-3 Years 4-5 Years Years
----- ------ --------- --------- -----
Long-term debt (including lines of credit) $ 57,685 $ 8,414 $ 25,915 $ 23,356 $ -
Operating leases for equipment and property $ 41,324 $ 3,569 $ 6,630 $ 6,015 $ 25,110
The Company also expects to receive minimum rental income of
approximately $1.2 million per year for the period 2003 through 2012 related to
the sublease of a portion of one of the Company's manufacturing facilities to a
third party.
Critical Accounting Policies
A summary of the critical accounting policies consistently applied in
the preparation of the accompanying financial statements follow below.
Property, Plant and Equipment. The Company's automotive operations are
highly capital intensive. 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 2001 and 2002 were $0.4 million and $0.3
million respectively. The Company periodically reviews the realization of
long-lived assets, based on an evaluation of remaining useful lives and the
current and expected future profitability and cash flows related to such assets.
Land is carried at acquisition cost.
Valuation of deferred tax assets. Because the Company operates in
different geographic locations, including several state and local tax
jurisdictions, the nature of the Company's tax provisions and the evaluation of
our ability to use all recognized deferred tax assets are complex. In assessing
the ability to realize such deferred tax assets, the Company reviews the
scheduled reversal of deferred tax liabilities, the projections of taxable
income in future periods and the effectiveness of various tax planning
strategies in making assessments. The consideration of these matters requires
significant management judgment in determining deferred tax asset valuation
allowances. While it is believed that the appropriate valuations of deferred tax
assets has been made, unforeseen changes in tax legislation, regulatory
activities, audit results, operating results, financing strategies, organization
structure and other related matters may result in material changes in the
Company's deferred tax asset valuation allowances.
Goodwill. Goodwill is the excess of cost over the fair value of net
assets acquired in business combinations and through December 31, 2001 was
amortized over a 20-year period on the straight-line method. On January 1, 2002
the Company implemented Statement of SFAS No. 142 "Goodwill and Other Intangible
Assets." Under SFAS 142 goodwill and other intangible assets are no longer
amortized. As required under SFAS 142, management will regularly evaluate the
carrying value of businesses and determine if any impairment exists. As part of
the evaluation, the Company estimates the fair value of the reporting unit to
determine whether or not impairment has occurred. In 2002, the Company carried
forward its results of its December 31, 2001 tests of its continuing operations
as permitted by SFAS No. 142. As discussed previously, in the fourth quarter,
the Company made the strategic decision to exit its logistics operations. In
connection therewith, the Company incurred a charge of approximately $19.9
million primarily as it related to the impairment of goodwill related to its
logistics operations. On March 21, 2003 the Company completed the sale of the
logistics operations for approximately $11.0 million in cash and notes.
Allowance for Doubtful Accounts. The Company maintains an allowance for
doubtful accounts for estimated losses resulting from the inability of its
customers to make required payments. Management makes these estimates based on
an analysis of accounts receivable using available information on our customers'
financial status and payment histories. Historically, with the exception of
22
$1.2 million of bad debt expense recorded in 2002, bad debt losses have not been
significant or have not differed materially from the Company's estimates.
Inflation
Inflation generally affects the Company by increasing the interest
expense of floating rate indebtedness and by increasing the cost of labor, fuel,
equipment and raw materials. The Company does not believe that inflation has had
any material effect on its business over the past three years.
Impact of New Accounting Pronouncements
In June 2001, FASB issued SFAS No. 141, "Business Combinations", and
SFAS 142, "Goodwill and Other Intangible Assets". The provisions of SFAS 141 (1)
require that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001, (2) provide specific criteria for
the initial recognition and measurement of intangible assets apart from
goodwill, and (3) require that unamortized negative goodwill be written off
immediately as an extraordinary gain instead of being deferred and amortized.
SFAS 142 supersedes APB 17, "Intangible Assets", and is effective for
fiscal years beginning after December 15, 2001. SFAS 142 primarily addresses the
accounting for goodwill and intangible assets subsequent to their initial
recognition. The provisions of SFAS 142 (1) prohibit the amortization of
goodwill and indefinite-lived intangible assets, (2) require that goodwill and
indefinite-lived intangibles assets be tested at least annually for impairment
(and in interim periods if certain events occur indicating that the carrying
value of goodwill and/or indefinite-lived intangible assets may be impaired),
(3) require that reporting units be identified for the purpose of assessing
potential future impairments of goodwill, and (4) remove the forty-year
limitation on the amortization period of intangible assets that have finite
lives.
The Company adopted SFAS 142 on January 1, 2002, and goodwill is no
longer amortized. As of December 31, 2002 the Company has goodwill of $15.7
million, net of $4.6 million of accumulated amortization. Refer to the
discussion in the "Significant Accounting Policies" section of the Notes to the
Consolidated Financial Statements for further information on goodwill and
intangible assets.
In October 2001, SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", was issued effective for all fiscal years
beginning after December 15, 2001. SFAS 144 addresses implementation issues
associated with SFAS 121 and improves financial reporting by establishing one
accounting model for long-lived assets to be disposed of by sale. The Company
adopted SFAS 144 in fiscal year 2002 and has accordingly recorded a $19.9
million charge related to the disposal of its logistics operations which has
been included in discontinued operations.
In June 2002, FASB issued SFAS 146, "Accounting for Costs Associated
with Exit or Disposal Activities". This statement nullifies Emerging Issues Task
Force (EITF) Issue No. 94-3 and removes the previous requirement to record a
liability for the costs associated with exit activities when a company commits
to an exit plan. SFAS 146 now requires a company to record a liability for costs
associated with an exit activity, at fair value, only when a liability is
incurred. The Company believes that adoption of this standard will have no
material effect on its financial statements.
In November 2002, FASB issued Interpretation 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others". The Interpretation elaborates on the
existing disclosure requirements for most guarantees, including loan guarantees
such as standby letter of credit. It also clarifies that at the time a company
issues a guarantee, the company must recognize an initial liability for the fair
value, or market value, of the obligations it assumes under the guarantee and
must disclose that information in its interim and annual financial statements.
The provisions related to recognizing a liability at inception of the guarantee
for the fair value of the guarantor's obligations does not apply to product
warranties or to guarantees accounted for as derivatives. The initial
recognition and initial measurement provisions apply on a prospective basis to
guarantees issued or modified after December 31, 2002. The Company is currently
evaluating the
23
provisions of the Interpretation, but believes that adoption of the recognition
and measurement provisions of Interpretation 45 will not have a material impact
on its financial statements.
In December 2002, FASB issued SFAS No.148, "Accounting for Stock-Based
Compensation - Transition and Disclosure". This statement amends SFAS No. 123,
Accounting for Stock Based Compensation, to provide alternative methods of
voluntarily transitioning to the fair value based method of accounting for
stock-based employee compensation. SFAS 148 also amends the disclosure
requirements to require disclosure of the method on reported results in both
annual and interim financial statements. The Company adopted this statement for
the year ending December 31, 2002 which did not have a material impact on its
financial position or results of operations.
In January 2003, FASB issued Interpretation 46, "Consolidation of
Variable Interest Entities". In general, a variable interest entity is a
corporation, partnership, trust, or any other legal structure used for business
purposes that either (a) does not have equity investors with voting rights or
(b) has equity investors that do not provide sufficient financial resources for
the entity to support its activities. Interpretation 46 requires a variable
interest entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's activities or
entitled to receive a majority of the entity's residual return or both. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The Company is currently evaluating
the provisions of the Interpretation, but believes its adoption will not have a
material impact on its financial statements.
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 24% of total revenues from continuing operations for fiscal 2002.
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. Refer to
Note N of Notes to the Consolidated Financial Statements.
The Company's financial results are affected by changes in U.S. and
foreign interest rates due primarily to the Company's Credit Facility containing
a variable interest rate. The Company does not hold any other financial
instruments that are subject to market risk (interest rate risk and foreign
exchange rate risk).
24
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Noble International, Ltd. and Subsidiaries
We have audited the accompanying consolidated balance sheets of Noble
International, Ltd. (a Delaware corporation) and Subsidiaries (the "Company") as
of December 31, 2002 and 2001, and the related consolidated statements of
operations, stockholders' equity, comprehensive income (loss) and cash flows for
the two years then ended. Our audits also included the consolidated financial
statement schedule listed in the Index at Item 15(a) for the two years ended
December 31, 2002. These consolidated financial statements and consolidated
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on the consolidated financial
statements and consolidated financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated 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 consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements, present fairly,
in all material respects, the financial position of Noble International, Ltd.
and Subsidiaries as of December 31, 2002 and 2001, and the results of their
operations and their cash flows for the two years then ended in conformity with
accounting principles generally accepted in the United States of America. Also,
in our opinion, such consolidated financial statement schedule, when considered
in relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
As discussed in Note A to the consolidated financial statements, in
2002 the Company changed its method of accounting for the impairment and
disposal of long-lived assets to conform to Statement of Financial Accounting
Standards No. 144. Also, as discussed in Note A to the consolidated financial
statements, in 2002, the Company changed its method of accounting for goodwill
to conform to Statement of Financial Accounting Standards No. 142.
DELOITTE & TOUCHE LLP
Detroit, Michigan
March 21, 2003
25
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Noble International, Ltd.
We have audited the accompanying consolidated statement of earnings,
stockholders' equity, comprehensive income and cash flows of Noble
International, Ltd. (a Delaware corporation) for the year ended December 31,
2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audit provides a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to
above, present fairly, in all material respects, the consolidated results of
operations and cash flows of Noble International, Ltd. For the year ended
December 31, 2000, in conformity with accounting principles generally accepted
in the United States of America.
GRANT THORNTON LLP
Southfield, Michigan
January 31, 2001 (except for the first four sentences of the paragraph
titled Noble Metal Forming, Inc., Noble Metal Processing - Midwest, Inc. and
S.E.T. Steel, Inc. contained in Note K, as to which the date is March 28, 2001)
26
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
Years Ended December 31,
2001 2002
------------------------------
ASSETS
Current Assets:
Cash and cash equivalents $ 943 $ 1,154
Accounts receivable, trade, net 23,556 22,992
Inventories 8,990 9,363
Deferred income taxes 506 6,217
Income taxes refundable 492 250
Prepaid expenses 1,727 2,555
--------- ---------
Total Current Assets 36,214 42,531
Property, Plant & Equipment, net 44,294 47,762
Other Assets:
Goodwill, net 15,690 15,690
Covenants not to compete, net of accumulated amortization of $817 and
$1,017 for fiscal years 2001 and 2002, respectively 583 383
Other assets, net 9,898 10,487
--------- ---------
Total Other Assets 26,171 26,560
Assets Held for Sale 50,260 13,098
--------- ---------
Total Assets $ 156,939 $ 129,951
========= =========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 16,697 $ 19,830
Accrued liabilities 4,915 5,685
Current maturities of long-term debt 51,025 8,414
--------- ---------
Total Current Liabilities 72,637 33,929
Long-Term Liabilities:
Deferred income taxes 2,658 2,006
Convertible subordinated debentures 16,110 16,037
Junior subordinated notes 3,439 -
Long-term debt, excluding current maturities 750 33,234
Putable common stock 1,203 -
Redeemable preferred stock 250 -
--------- ---------
Total Long-Term Liabilities 24,410 51,277
Liabilities Held for Sale 12,511 2,684
Stockholders' Equity
Common stock, $.001 par value, authorized 20,000,000 shares, issued
7,519,186 and 8,576,397 shares in 2001 and 2002, respectively 7 9
Additional paid-in capital 22,985 32,874
Retained earnings 24,857 9,755
Accumulated comprehensive loss, net (468) (577)
--------- ---------
Total Stockholders' Equity 47,381 42,061
--------- ---------
Total Liabilities & Stockholders' Equity $ 156,939 $ 129,951
========= =========
The accompanying notes are an integral part of these consolidated financial
statements
27
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share data)
Fiscal Year
2000 2001 2002
------------------------------------------------------------------------------------------------------------------------------------
Net sales $ 87,955 $ 75,110 $ 125,228
Cost of sales 64,457 57,268 104,859
----------- ----------- -----------
Gross margin 23,498 17,842 20,369
Selling, general and administrative expenses 18,852 9,553 10,673
Bad debt expense - 53 1,216
----------- ----------- -----------
Operating profit 4,646 8,236 8,480
Interest income 5 1,586 978
Interest expense (1,786) (2,277) (928)
Expense related to litigation - - (1,098)
Other income (expense), net 278 1,617 (935)
----------- ----------- -----------
Earnings from continuing operations before income taxes
and extraordinary items 3,143 9,162 6,497
Income tax expense 1,251 2,936 1,935
----------- ----------- -----------
Earnings from continuing operations before extraordinary items 1,892 6,226 4,562
Preferred stock dividends 49 27 10
----------- ----------- -----------
Earnings on common shares from continuing operations
before extraordinary items 1,843 6,199 4,552
Discontinued Operations:
------------------------
(Loss) from discontinued operations, net of income taxes of $(116),
$(316) and $(8,069) for 2000, 2001 and 2002, respectively (791) (2,131) (17,896)
Gain on sale of discontinued operations, net of income taxes
of $5,561 and $90 for 2000 and 2002, respectively 10,044 - 174
----------- ----------- -----------
Earnings (loss) on common shares before extraordinary items 11,096 4,068 (13,170)
Extraordinary item - (loss) on extinguishment of debt, net
of income tax of $(121) for 2000 (304) - -
Extraordinary item - gain on acquisition, net of income tax
of $807 and $198 for 2001 and 2002, respectively - 1,567 315
----------- ----------- -----------
Net earnings (loss) on common shares $ 10,792 $ 5,635 $ (12,855)
=========== =========== ===========
BASIC EARNINGS (LOSS) PER COMMON Share:
Earnings from continuing operations before extraordinary items $ 0.26 $ 0.94 $ 0.65
Earnings (loss) from discontinued operations 1.30 (0.32) (2.53)
Extraordinary items (0.04) 0.24 0.05
----------- ----------- -----------
Basic earnings (loss) per common share $ 1.52 $ 0.85 $ (1.84)
=========== =========== ===========
Basic weighted average common shares outstanding 7,112,311 6,626,212 6,995,153
=========== =========== ===========
DILUTED EARNINGS (LOSS) PER COMMON SHARE:
Earnings from continuing operations before extraordinary items $ 0.25 $ 0.90 $ 0.64
Earnings (loss) from discontinued operations 1.28 (0.27) (2.48)
Extraordinary items (0.04) 0.20 0.04
----------- ----------- -----------
Diluted earnings (loss) per common share $ 1.49 $ 0.82 $ (1.80)
=========== =========== ===========
Diluted weighted average common shares outstanding and equivalents 7,234,786 7,776,451 7,158,982
=========== =========== ===========
The accompanying notes are an integral part of these consolidated financial
statements
28
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(In thousands)
Accumulated
Common Retained Other
Stock Paid-in Capital Earnings Comprehensive Total
Loss
----------------------------------------------------------------
BALANCE AT DECEMBER 31, 1999 $ 8 $ 28,106 $ 12,005 $ (266) $ 39,853
Redemption of 625,823 shares of common stock (1) (5,135) - - (5,136)
Dividends paid on redeemable preferred stock - - (49) - (49)
Dividends paid on common stock - - (1,580) - (1,580)
Net earnings - - 10,841 - 10,841
Equity adjustment from foreign currency translation - - - (88) (88)
-------- -------- -------- -------- --------
BALANCE AT DECEMBER 31, 2000 7 22,971 21,217 (354) 43,841
Redemption of 197,800 shares of common stock - (1,141) - - (1,141)
Issuance of 53,030 shares of common stock
in connection with NCE acquisition - 350 - - 350
Issuance of 50,000 shares of common stock
in connection with bond retirement - 715 - - 715
Issuance of 13,332 shares of common stock
as director compensation - 90 - - 90
Dividends paid on common stock - - (1,995) - (1,995)
Dividends paid on redeemable preferred stock - - (27) - (27)
Net earnings - - 5,662 - 5,662
Equity adjustment from foreign currency translation - - - (114) (114)
-------- -------- -------- -------- --------
BALANCE AT DECEMBER 31, 2001 7 22,985 24,857 (468) 47,381
Issuance of 10,000 shares of common stock
as payment for services provided - 90 - - 90
Issuance of 107,452 shares of common stock
in connection with put stock expiration - 762 - - 762
Issuance of 62,783 shares of common stock
in connection with options exercise - 181 - - 181
Issuance of 31,646 shares of common stock
in connection with warrant execution 1 (1) - - -
Issuance of 16,041 shares of common stock
in connection with stock incentive program - 115 - - 115
Dividends paid on redeemable preferred stock - - (10) - (10)
Issuance of 13,467 shares of common stock
as director compensation - 175 - - 175
Issuance of 925,000 shares of common stock
in connection with equity offering 1 8,567 - - 8,568
Dividends paid on common stock - - (2,247) - (2,247)
Net (loss) - - (12,845) - (12,845)
Equity adjustment from foreign currency translation - - - (109) (109)
-------- -------- -------- -------- --------
BALANCE AT DECEMBER 31, 2002 $ 9 $ 32,874 $ 9,755 $ (577) $ 42,061
======== ======== ======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements
29
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
Fiscal Year
2000 2001 2002
----------------------------------------
Net earnings (loss) on common shares $ 10,792 $ 5,635 $(12,855)
Other comprehensive (loss), equity adjustment
from foreign currency translation, net of tax (88) (114) (109)
----------------------------------------
Comprehensive income (loss), net of tax $ 10,704 $ 5,521 $(12,964)
========================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS
30
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
Fiscal Year
2000 2001 2002
------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings from continuing operations $ 1,892 $ 6,226 $ 4,562
Adjustment to reconcile net earnings to net cash provided by operations
Interest expense 1,203 1,394 37
Depreciation of property, plant and equipment 5,498 4,585 5,740
Loss from unconsolidated entity - 100 -
Amortization of intangible assets 1,630 1,218 233
Deferred income taxes (299) 357 (6,363)
Impairment of real estate held for sale - - 852
Gain on sale of fixed assets (437) (221) (28)
Changes in operating assets and liabilities, net of effects of acquisitions
Increase in accounts receivable (1,689) (14,986) (1,436)
Increase in inventories (1,103) (6,552) (373)
Decrease (increase) in prepaid expenses 801 (960) (828)
Increase in accounts payable 1,263 10,933 3,133
Decrease (increase) in other operating assets (554) (185) 398
Increase (decrease) in income taxes payable 1,702 (420) 242
Increase (decrease) in accrued liabilities 1,716 (1,028) 1,682
-------- -------- --------
Net cash provided by continuing operations 11,623 461 7,851
Net cash used in discontinued operations (2,514) (127) (4,218)
-------- -------- --------
Net cash provided by operating activities 9,109 334 3,633
CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from sales of discontinued operations 77,254 - 14,000
Purchase of property, plant and equipment (10,236) (8,620) (15,040)
Proceeds from sale of property, plant and equipment 1,660 2,460 6,241
Other investments - (603) (27)
Proceeds from sale of businesses - 23,151 -
Acquisitions of businesses, net of cash acquired (21,231) (6,910) -
-------- -------- --------
Net cash provided by investing activities 47,447 9,478 5,174
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of notes payable - related parties (5,000) - -
Proceeds from issuance of common stock - 1,155 9,130
Redemption of common stock (5,136) (1,141) -
Redemption of putable common stock - - (442)
Redemption of preferred stock (113) (150) (250)
Redemption of convertible subordinated debentures (6,376) (1,105) -
Dividends paid on preferred stock (49) (27) (10)
Dividends paid on common stock (1,580) (1,995) (2,247)
Payments on long-term debt (5,301) (281) (275)
Financing fees - - (1,000)
Net payments on credit facility (32,507) (6,302) (13,393)
-------- -------- --------
Net cash used in financing activities (56,062) (9,846) (8,487)
Effect of exchange rate changes on cash (88) (114) (109)
Net increase (decrease) in cash 406 (148) 211
Cash and cash equivalents at beginning of period 685 1,091 943
-------- -------- --------
Cash and cash equivalents at end of period $ 1,091 $ 943 $ 1,154
======== ======== ========
31
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS - CONTINUED
SUPPLEMENTAL CASH FLOW DISCLOSURE
(in thousands)
Fiscal Year
2000 2001 2002
-------------------------------------------------------------------------------------------------------------
Cash paid for:
Interest $ 3,188 $ 2,948 $ 3,306
Taxes 4,633 1,569 510
Fair value of assets acquired, including goodwill 33,625 15,910 -
Liabilities assumed (11,169) (9,389) -
Debt issued (1,225) - -
Stock issued - (350) -
Cash paid 21,231 6,171 -
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITY:
During 2000 and 2001, the Company issued $1.1 million and $1.0 million
of convertible subordinated debentures as payment for interest expense.
During 2001, $1.105 million of convertible subordinated debentures were
repurchased of which part of the purchase price consisted of 50,000 shares of
the Company's Common Stock.
During 2001, 53,030 shares of the Company's Common Stock were issued in
connection with the purchase of NCE.
During 2002, the Company exchanged an account receivable from SET of
$2.0 million for certain equipment with a fair market value of $2.0 million.
During 2002, the market price requirement of 107,452 shares of the
Company's putable common stock that was issued in connection with the
acquisition of DSI in 2000 was met, resulting in the put option expiring.
Therefore, the common stock was reclassified from long-term debt to
stockholder's equity.
32
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002
NOTE A -- BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements include Noble
International, Ltd. and its wholly-owned subsidiaries. The following chart
outlines the wholly-owned subsidiaries of the Company and their current status.
WHOLLY-OWNED SUBSIDIARIES OF NOBLE INTERNATIONAL LTD.
Subsidiary Acquired/Formed Status
--------------------------------------------------------------------------------------------------------------------
Monroe Engineering Products, Inc. ("Monroe") Acquired - 1996 Held
--------------------------------------------------------------------------------------------------------------------
Noble Metal Processing, Inc. ("NMP") Acquired - 1997 Held
--------------------------------------------------------------------------------------------------------------------
Utilase Production Processing, Inc. Acquired - 1997 Held
--------------------------------------------------------------------------------------------------------------------
Noble Land Holdings, Inc. ("Land Holdings") Formed - 1997 Held
--------------------------------------------------------------------------------------------------------------------
Noble Manufacturing Group, Inc. (formerly Noble Technologies, Inc.)
("NMG") Formed - 1998 Held
--------------------------------------------------------------------------------------------------------------------
Noble Metal Processing Canada, Inc. ("NMPC") Acquired - 1997 Held
--------------------------------------------------------------------------------------------------------------------
Noble Metal Processing - Kentucky, LLC ("NMPK") Formed - 2001 Held
--------------------------------------------------------------------------------------------------------------------
Peco Manufacturing, Inc. Acquired - 2001 Held
--------------------------------------------------------------------------------------------------------------------
Pro Motorcar Products, Inc. ("PMP") Acquired - 2000 Held
--------------------------------------------------------------------------------------------------------------------
Pro Motorcar Distribution, Inc. ("PMD") Acquired - 2000 Held
--------------------------------------------------------------------------------------------------------------------
Noble Logistic Services, Inc. (formerly Assured Transportation & Delivery,
Inc. and Central Transportation & Delivery, Inc.) ("NLS-CA") Acquired - 2000 Sold - 2003
--------------------------------------------------------------------------------------------------------------------
Noble Logistic Services Holdings, Inc. (formerly Dedicated Services
Holdings, Inc. ("NLS-TX") Acquired - 2000 Sold - 2003
--------------------------------------------------------------------------------------------------------------------
Cass River Coating, Inc. (dba Vassar Industries, "Vassar") Acquired - 1996 Sold - 2000
--------------------------------------------------------------------------------------------------------------------
Noble Canada ("Noble Canada") Formed - 1998 Sold - 2000
--------------------------------------------------------------------------------------------------------------------
Noble Canada II ("Noble Canada II") Formed - 1998 Sold - 2000
--------------------------------------------------------------------------------------------------------------------
Tiercon Plastics, Inc. (formerly Triam Plastics) ("TPI") Acquired - 1998 Sold - 2000
--------------------------------------------------------------------------------------------------------------------
Tiercon Coatings, Inc (formerly Centrifugal, Coaters, Inc.) ("TCI") Acquired - 1998 Sold - 2000
--------------------------------------------------------------------------------------------------------------------
Noble Canada Holdings Limited ("NCH") Formed - 1998 Sold - 2000
--------------------------------------------------------------------------------------------------------------------
Noble Canada Holdings II Limited Formed - 1999 Sold - 2000
--------------------------------------------------------------------------------------------------------------------
Noble Components and Systems, Inc. ('NCHI") Formed - 1999 Sold - 2000
--------------------------------------------------------------------------------------------------------------------
Tiercon Industries, Inc. ("Tiercon") Formed - 1999 Sold - 2000
--------------------------------------------------------------------------------------------------------------------
Skandy Corporation ("Skandy") Acquired - 1997 Dissolved - 2001
--------------------------------------------------------------------------------------------------------------------
Noble Metal Forming, Inc. ("NMF") Acquired - 1997 Sold - 2001
--------------------------------------------------------------------------------------------------------------------
Noble Metal Processing - Midwest, Inc. (formerly H&H Steel Processing
Company, Inc.) ("NMPM") Acquired - 1998 Sold - 2001
--------------------------------------------------------------------------------------------------------------------
Noble Construction Equipment, Inc. (formerly Construction Equipment
Direct, Inc.) ("NCE") Acquired - 2001 Sold - 2002
--------------------------------------------------------------------------------------------------------------------
All significant intercompany balances and transactions have been
eliminated in consolidation. All amounts related to subsidiaries discontinued in
fiscal 2002 have been reclassified in prior fiscal years' financial statements
in order to conform to the current year presentation.
33
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE A -- BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES - CONTINUED
NATURE OF OPERATIONS
Noble International Ltd., through its subsidiaries, is a full-service
provider and industry leader of tailored laser welded blanks for the automotive
industry and a distributor of tooling components, and paint gauges to a variety
of industrial markets. The tailored laser welded blanks are manufactured by the
Company's Automotive Group. The distribution of tooling components and paint
gauges is provided by the Company's Distribution Group and is a distributor of
tooling components and paint and coatings related gauges. The principal markets
for its products and services are the United States and Canada.
SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied
in the preparation of the accompanying financial statements follows below.
Revenue Recognition and Accounts Receivable
Revenue is recognized when products are shipped. Shipping costs
associated with delivery of products are classified as part of cost of sales in
the statement of income. Historically, the Company has not experienced any
material write-offs for uncollectible accounts. In 2002, National Steel filed
for bankruptcy protection. As a result of this event, the Company recorded a bad
debt expense of approximately $1.2 million of which approximately $0.5 million
was recorded in the fourth quarter of 2002.
Cash and Cash Equivalents
All investments with maturities of less than three months are
considered to be cash equivalents.
Inventories
Inventories are stated at the lower of cost, determined on a first-in,
first-out basis, or market.
Property, Plant, and Equipment
Property, plant and equipment are stated at cost less accumulated
depreciation. Depreciation is determined using the straight line and 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 expensed as incurred.
Leasehold improvements are amortized over the lives of the leases or estimated
useful lives of the assets, whichever is less. When assets are sold or otherwise
retired, the cost and accumulated depreciation are removed from the books and
the resulting gain or loss is included in other income/(expense). The Company
capitalizes interest costs associated with construction in progress. Capitalized
interest costs in 2000, 2001 and 2002 were $1.3 million, $0.4 million and $0.3
million, respectively.
34
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE A -- BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES - CONTINUED
Goodwill and Covenants Not to Compete
Goodwill is the excess of cost over the fair value of net assets
acquired in business combinations and through December 31, 2001 was amortized
over a 20-year period on the straight-line method. On January 1, 2002 the
Company implemented SFAS 142. Under SFAS 142 goodwill and other intangible
assets are no longer amortized; instead, management will regularly evaluate the
carrying value of businesses and determine if any impairment exists. As of
December 31, 2002 the Company's continuing operations had goodwill of $15.7
million, net of accumulated amortization of $4.6 million. A reconciliation of
previously reported net income and earnings per share related to the amounts
adjusted for the exclusion of goodwill amortization net of the related income
tax effect follows (per share amounts are subject to rounding):
GOODWILL AND ADOPTION OF STATEMENT NO. 142
Fiscal Year
(in thousands, except per share amounts) 2000 2001 2002
---------- ---------- ---------
Earnings from continuing operations before extraordinary items $ 1,843 $ 6,199 $ 4,552
Add: Goodwill amortization, net of tax 931 661 -
---------- ---------- ---------
Adjusted earnings from continuing operations $ 2,774 $ 6,860 $ 4,552
========== ========== =========
Reported basic earnings per share from continuing operations $ 0.26 $ 0.94 $ 0.65
Add: Goodwill amortization, net of tax 0.13 0.10 -
---------- ---------- ---------
Adjusted basic earnings per share from continuing operations $ 0.39 $ 1.04 $ 0.65
========== ========== =========
Reported diluted earnings per share from continuing operations $ 0.25 $ 0.90 $ 0.64
Add: Goodwill amortization, net of tax 0.13 0.09 -
---------- ---------- ---------
Adjusted diluted earnings per share from continuing operations $ 0.38 $ 0.99 $ 0.64
========== ========== =========
For fiscal year 2002, no goodwill or other intangible assets related to
continuing operations were acquired, impaired or disposed. Refer to Note B for
discussion regarding the impairment of goodwill as it relates to the Company's
logistics operations. At December 31, 2001 and 2002 total goodwill included in
the automotive segment was $11.5 million and in the distribution segment was
$4.2 million.
Covenants not to compete attributable to continuing operations are
amortized over the life of the agreement, typically three to five years. As of
December 31, 2002 the Company has a balance of covenants not to compete of $0.4
million, net of accumulated amortization of $1.0 million. Annual amortization
expense for fiscal years 2000, 2001 and 2002 was $0.2 million. The Company
expects to fully amortize the existing covenants not to compete by fiscal 2004.
Estimated annual amortization expense on these covenants is estimated at $0.2
for both fiscal 2003 and 2004.
35
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE A -- BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES - CONTINUED
Impairment of Long-Lived Assets
The Company periodically evaluates the carrying value of its long-lived
assets in accordance with SFAS 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets", based on an evaluation of remaining useful lives and upon
the estimated cash flows to be generated by these assets. The impairment review
is generally triggered when such events as a significant industry downturn,
product discontinuance, plant closures, product dispositions, technological
obsolescence or other changes in circumstances indicate that the carrying amount
may not be recoverable. When such events occur, the Company evaluates the book
value against the market value of the assets. Upon the decision to exit the
logistics business segment in the fourth quarter of 2002 the Company began
discussions with potential buyers and determined that the business was impaired.
An impairment charge primarily related to goodwill of $19.9 million was recorded
in December 2002. Refer to Note B for further discussion. In addition, the
Company has classified certain real estate holdings as assets held for sale. The
Company has determined that due to current market conditions the value of these
properties is lower than their net book value. Therefore, the Company has
recorded a $0.9 million impairment charge for these assets in fourth quarter of
2002.
Stock-Based Compensation
In December 2002, FASB issued SFAS 148, Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FASB Statement No.
123. The main objective of SFAS 148 is to provide alternative methods of
transition for a voluntary change to fair value-based method of accounting for
stock-based employee compensation. SFAS 148 also amends the disclosure
requirements of SFAS 123 to require prominent disclosures in both annual and
interim financial statements with respect to the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results.
The Company accounts for its Stock Option and Stock Incentive Plans
(the "Plans") under APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. Accordingly, no compensation cost has
been recognized under the Plans. Had compensation cost been determined based on
the fair value at the grant dates for awards under the Plan consistent with the
method of SFAS 123, Accounting for Stock Based Compensation, the Company's net
earnings and earnings per share would have been reduced to the pro forma amounts
indicated below for the years ended December 31, 2000, 2001 and 2002 (in
thousands, except per share data):
36
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE A -- BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES - CONTINUED
2000 2001 2002
------------------------------------------
Net earnings on common shares from continuing operations
As reported $1,843 $6,199 $4,552
Less: Total employee stock option expense under the
fair value method, net of related tax effects 361 238 49
--------- --------- ---------
Pro forma $1,482 $5,961 $4,486
Basic earnings per share from continuing operations
As reported $ 0.26 $ 0.94 $ 0.65
Pro forma $ 0.21 $ 0.90 $ 0.64
Diluted earnings per share from continuing operations
As reported $ 0.25 $ 0.90 $ 0.64
Pro forma $ 0.20 $ 0.86 $ 0.63
SFAS 148 did not have any impact on the results of operations or
financial position in 2002.
Fair values of options granted were determined using the Black-Scholes
option pricing model based on the assumptions of 5.9%, 3.0% and 2.82% risk-free
interest rate for 2000, 2001 and 2002, no dividend yield, expected life of 5
years and expected volatility of 57.47%, 93.02% and 210.0% for 2000, 2001 and
2002, respectively. The weighted average fair value of options granted were
$5.29, $3.91 and $6.80 during 2000, 2001 and 2002, respectively.
Income Taxes
The Company accounts for income taxes using an asset and liability
approach that requires the recognition of deferred tax assets and liabilities,
net of any valuation allowance, for the expected future tax consequences
attributable to deductible temporary differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases, and the effect of operating loss and tax credit carry forwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years when those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the period that includes
the enactment date.
Fair Value of Financial Instruments
The Company's financial instruments include cash, accounts receivable,
accounts payable, accrued liabilities, notes receivable and long-term debt. The
carrying value of these instruments approximates their estimated fair value.
37
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
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 accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, revenues and expenses, and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reporting period. Actual results could differ from these
estimates.
Foreign Currency Translation
Balance sheet accounts of the Company's foreign operations for which
the local currency is the functional currency is translated into U.S. dollars at
period-end exchange rates, while income, expenses and cash flows are translated
at average exchange rates during the period. Translation gains or losses related
to net assets of such operations are shown as accumulated comprehensive loss in
stockholders' equity in the balance sheet and separately as a component of
comprehensive income in the statement of comprehensive income. Gains and losses
resulting from foreign currency transactions, which are transactions denominated
in a currency other than the U.S. dollar, are considered to be realized and are
included as a component of other income in the consolidated statement of
operations.
Earnings (loss) per share
Basic earnings (loss) per share exclude dilution and are computed by
dividing income (loss) available to common stockholders by the weighted-average
common shares outstanding for the period. Diluted earnings (loss) per share
reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised and converted into common stock
or resulted in the issuance of common stock that then shared in the earnings of
the entity.
During the year ended December 31, 2000, the Company had options and
warrants outstanding of 190,750 and 340,508, respectively, which were excluded
from the computation of diluted earnings per share because their inclusion would
have been anti-dilutive. In addition, the convertible subordinated debentures
equating to approximately 1.1 million shares were not included in the
calculation of diluted earnings per share in 2000 and 2002 as their inclusion
would have been anti-dilutive.
The following tables reconcile the numerator and denominator to
calculate basic and diluted earnings on common shares before extraordinary items
and discontinued operations for the years ended December 31, 2000, 2001 and 2002
(in thousands, except share and per share amounts). These figures differ from
amounts previously reported due to the discontinuance and reclassification of
certain operations. Refer to Note B.
38
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE A -- BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES - CONTINUED
EARNINGS BEFORE
EXTRAORDINARY ITEM SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
-------------------------------------------------------
FISCAL YEAR 2000
Basic earnings per common share:
Earnings on common shares from continuing operations
before extraordinary items $ 1,843 7,112,311 $ 0.26
Effect of dilutive securities:
Contingently issuable shares - 35,092 -
Stock options and warrants - 87,383 (0.01)
----------- --------- ---------
Earnings from continuing operations
per common share assuming dilution $ 1,843 7,234,786 $ 0.25
=========== ========= ==========
FISCAL YEAR 2001
Basic earnings per common share:
Earnings on common shares from continuing operations
before extraordinary items $ 6,199 6,626,212 $ 0.94
Effect of dilutive securities:
Contingently issuable shares - 22,987 -
Convertible debentures 762 1,125,590 (0.04)
Stock options and warrants - 1,662 -
----------- --------- ---------
Earnings from continuing operations
per common share assuming dilution $ 6,961 7,776,451 $ 0.90
=========== ========= ==========
FISCAL YEAR 2002
Basic earnings per common share:
Earnings on common shares from continuing operations
before extraordinary items $ 4,552 6,995,153 $ 0.65
Effect of dilutive securities:
Contingently issuable shares - 137,245 (0.01)
Stock options and warrants - 26,584 -
----------- --------- ---------
Earnings from continuing operations
per common share assuming dilution $ 4,552 7,158,982 $ 0.64
=========== ========= =========
NEW ACCOUNTING PRONOUNCEMENTS
In October 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards (SFAS) No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets. The new standard requires
one model of accounting for long-lived assets to be disposed of and broadens the
definition of discontinued operations to include a component of a segment. SFAS
144 is effective for fiscal years beginning after December 15, 2001. During the
fourth quarter of 2002 the Company made the strategic decision to focus on its
core automotive operations and divest the logistics segment. SFAS 144 requires
the Company to assess the fair market value of this entity as of December 31,
2002. To this end the Company recorded a $19.9 million impairment of its
logistics segment.
In June 2002, FASB issued SFAS 146, Accounting for Costs Associated
with Exit or Disposal Activities. This statement nullifies Emerging Issues Task
Force (EITF) Issue No. 94-3 and removes the
39
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE A -- BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES - CONTINUED
previous requirement to record a liability for the costs associated with exit
activities when a company commits to an exit plan. SFAS 146 now requires a
company to record a liability for costs associated with an exit activity, at
fair value, only when a liability is incurred. The Company believes that
adoption of this standard will have no material effect on its financial
statements.
In November 2002, FASB issued Interpretation 45, Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others. The Interpretation elaborates on the existing disclosure
requirements for most guarantees, including loan guarantees such as standby
letter of credit. It also clarifies that at the time a company issues a
guarantee, the company must recognize an initial liability for the fair value,
or market value, of the obligations it assumes under the guarantee and must
disclose that information in its interim and annual financial statements. The
provisions related to recognizing a liability at inception of the guarantee for
the fair value of the guarantor's obligations does not apply to product
warranties or to guarantees accounted for as derivatives. The initial
recognition and initial measurement provisions apply on a prospective basis to
guarantees issued or modified after December 31, 2002. The Company is currently
evaluating the provisions of the Interpretation, but believes that adoption of
the recognition and measurement provisions of Interpretation 45 will not have a
material impact on its financial statements. Refer to Note F for disclosures
regarding the Company's guarantee of debt.
In January 2003, FASB issued Interpretation 46, Consolidation of
Variable Interest Entities. In general, a variable interest entity is a
corporation, partnership, trust, or any other legal structure used for business
purposes that either (a) does not have equity investors with voting rights or
(b) has equity investors that do not provide sufficient financial resources for
the entity to support its activities. Interpretation 46 requires a variable
interest entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's activities or
entitled to receive a majority of the entity's residual return or both. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The Company is currently evaluating
the provisions of the Interpretation, but believes its adoption will not have a
material impact on its financial statements.
Comprehensive Income
The Company reports comprehensive income in the financial statements
pursuant to SFAS 130, Reporting of Comprehensive Income. This statement requires
that all items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements.
Segment Reporting
The Company reports information about operating segments pursuant to
SFAS 131, Disclosure about Segments of an Enterprise and Related Information,
which establishes standards for the way that public business enterprises report
information about operating segments. This statement also establishes standards
for related disclosures about products and services, geographic areas, and major
customers. For further discussion refer to Note N in these Notes.
40
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE B - DISCONTINUED OPERATIONS
On January 11, 2000 the Company completed the sale of all of the
outstanding capital stock of its subsidiary, Noble Canada, including Noble
Canada's wholly owned subsidiary Tiercon (the sale of Noble Canada and Tiercon
is hereinafter referred to as the "Tiercon Sale"). In addition, as part of the
Tiercon Sale, the Company through its wholly owned subsidiary NCS, sold all of
the outstanding capital stock of NCS's wholly owned subsidiaries Vassar and NCT,
collectively "Noble Canada", Tiercon, Vassar and NCT comprise all of the
operating companies previously classified as the Company's plastics and coatings
industry segment.
The sales price for Noble Canada, Tiercon, Vassar and NCT was $83.8
million in cash, plus the conversion of 137,938 shares of the preferred stock of
Noble Canada into Common Stock of Noble Canada (the preferred shares of Noble
Canada were convertible into Common Stock of the Company). The Company retained
certain real property previously owned by Vassar, valued at approximately $0.839
million, and $1.8 million of accounts receivable of Tiercon.
On December 31, 2002 the Company completed the sale of its heavy
equipment segment ("NCE") for $14.0 million in cash to an entity affiliated
through certain common ownership. The Company received an independent fairness
opinion related to the sale. The Company sold this segment in order to focus on
its core automotive operations. The sale resulted in a pre-tax gain of $0.3
million. Condensed financial information relating to the discontinued heavy
equipment operations follows (in thousands). It should be noted that the Company
purchased NCE on December 15, 2001 and fiscal year 2001 results of operations
cover only the remaining two weeks of that year.
Results of operations: 2001 2002
------ ------
Net sales $ 2,180 $ 42,548
Gross profit 214 3,592
Operating expenses 92 4,763
Operating income (loss) 122 (1,172)
Interest expense, net - 478
--------- ---------
Net income (loss) $ 71 $ (1,588)
========= =========
Net assets of discontinued operations held for sale: 2001
------
Total assets $ 16,966
Total liabilities 10,318
---------
Net assets of discontinued operations held for sale $ 6,648
=========
During the fourth quarter of 2002 the Company made the strategic
decision to focus on its core automotive business and exit its logistics
segment. The Company completed the sale of this operation on March 21, 2003.
Refer to Note R. As a result of the decision the Company was required to value
the entity at its fair market value based on an anticipated sales price in
accordance with SFAS 144. To this end the Company incurred an impairment charge
of $19.9 million in the fourth quarter of 2002 primarily related to goodwill.
Condensed financial information relating to the discontinued logistics
operations and net assets of discontinued operations held for sale follows (in
thousands):
41
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE B - DISCONTINUED OPERATIONS - CONTINUED
Results of operations: 2000 2001 2002
------ ------ ------
Net sales $ 21,826 $ 60,938 $ 65,795
Gross profit 4,607 12,699 12,530
Operating expenses 4,152 12,774 15,095
Asset impairment charge - - 19,911
---------- --------- ----------
Operating income (loss) 455 (75) (22,476)
Interest expense, net 1,143 2,308 1,851
---------- --------- ----------
Net (loss) $ (676) $ (2,202) $ (16,308)
========== ========= ==========
Net assets of discontinued operations held for sale: 2001 2002
------ ------
Current assets $ 4,521 $ 5,668
Property, plant and equipment, net 161 234
Other assets 26,080 6,112
--------- ----------
Total assets $ 30,762 $ 12,014
========= ==========
Current maturities of long term debt $ 10 $ 3
Other current liabilities 2,126 2,516
Other liabilities 57 165
--------- ----------
Total liabilities 2,193 2,684
--------- ----------
Net assets of discontinued operations held for sale $ 28,569 $ 9,330
========= ==========
During fiscal year 2001 the Company decided to sell certain real estate
assets. As a result, the real estate was reclassified as "Assets Held for Sale"
on the consolidated balance sheet. As of December 31, 2001 and December 31, 2002
the real estate held for sale had a book value, net of accumulated depreciation,
of $2.5 million and $1.1 million respectively. The Company was required to value
this property at the anticipated sales price less costs to dispose. The Company
determined that the current market conditions valued these property at an amount
lower than the current carrying value. Therefore, the Company recorded a $0.9
million impairment charge in the fourth quarter of 2002.
NOTE C - INVENTORIES
The major components of inventories were as follows (in thousands):
Fiscal Year
2001 2002
------ ------
Raw materials $ 2,613 $ 3,925
Work in process 1,588 2,346
Finished goods 4,614 3,011
Other 175 81
-------- --------
Total Inventory $ 8,990 $ 9,363
======== ========
42
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE D - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following (in
thousands):
Fiscal Year
2001 2002
------ ------
Buildings and improvements $ 11,791 $ 5,219
Machinery and equipment 36,815 51,092
Furniture and fixtures 2,469 400
---------- ----------
Total, at cost 51,075 56,711
Less accumulated depreciation and amortization 13,733 18,004
---------- ----------
Total, net 37,342 38,707
Land 776 218
Construction in process 6,176 8,837
---------- ----------
Total net property, plant and equipment $ 44,294 $ 47,762
========== ==========
NOTE E - OTHER ASSETS
Other assets consisted of the following (in thousands):
Fiscal Year
2001 2002
------- -------
Note receivable - SET Enterprises. Inc. $ 7,000 $ -
Accrued interest - SET Enterprises, Inc. 333 -
Preferred stock - SET Enterprises, Inc. - 7,600
Notes Receivable - other 528 206
Deferred financing costs - net 632 1,350
Deposits and other 1,405 1,331
---------- ----------
Total $ 9,898 $ 10,487
========== ==========
On April 1, 2002, the Company converted its $7.6 million note
receivable in connection with the sale of certain of the Company's operations
(Refer to Note K), including interest, from SET Enterprises, Inc. ("SET") into
preferred stock of SET. The preferred stock is non-voting and is redeemable at
the Company's option in 2007. The Company agreed to convert the subordinated
promissory note to preferred stock in order to assist SET in obtaining capital
without appreciably decreasing the Company's repayment rights or jeopardize
SET's minority status. Management believes that continued support of SET
furthers the joint strategic objectives of the two companies.
NOTE F - LINE OF CREDIT AND LONG-TERM DEBT
The Company maintains a secured Credit Facility with Comerica Bank N.A.
The amount of the facility was $46.0 million on December 31, 2002, and has an
expiration date of January 2006. As of December 31, 2002 the Credit Facility had
a balance of $37.4 million. The Credit Facility consists of
43
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE F - LINE OF CREDIT AND LONG-TERM DEBT - CONTINUED
two loans. The first is an $18.0 million revolving loan with a formula based on
the Company's assets in the determination of available credit. The second is a
term loan of $28.0 million. The Company makes monthly principal payments of
$0.389 million on the term loan. The Credit Facility is secured by assets of the
Company and its subsidiaries and provides for the issuance of up to $5 million
in standby or documentary letters of credit. The Credit Facility may be utilized
for general corporate purposes, including working capital and acquisition
financing, and provides the Company with borrowing options for multi-currency
loans. Borrowing options include a Eurocurrency rate, or a base rate. Advances
under the facility bore interest at an effective rate of approximately 4.7% and
3.98% as of December 31, 2001 and 2002, respectively. Costs of originating the
Credit Facility of $1.0 million are being amortized over three years. The
unamortized balance of origination costs is $1.0 million at December 31, 2002
and is included in other assets. The Credit Facility is subject to customary
financial and other covenants including, but not limited to, limitations on
consolidations, mergers, and sales of assets, and bank approval on acquisitions
over $15 million.
The Company guarantees $10.0 million of SET's senior debt in connection
with its sale of NMF and NMPM to SET (Note K). The Company would be required to
perform under the guarantee if SET was unable to repay or renegotiate its credit
facility. The maximum amount the Company would be required to pay is $10.0
million. The Company does not currently carry a liability for this guarantee.
The guarantee is unsecured and the Company would be entitled to the proceeds
from any liquidation after the senior debt lender had been paid in full.
The Company has, from time to time been in violation of certain of its
financial debt ratio covenants and covenants relating to the issuance of
preferred stock and the payment of preferred and common stock dividends,
requiring it to obtain waivers of default from its lenders. At December 31, 2002
the Company is in compliance with all of its financial debt covenants under the
Credit Facility.
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 were issued. During the years ended December 31, 1999,
2000, and 2001 the Company issued $1.2 million, $1.1 million and $1.0 million,
respectively, in additional Debentures as payment of interest. The Debentures
are unsecured obligations of the Company which may be redeemed by the Company
during the twelve months beginning July 31, 2002 at 102.5% of the principal
amount (plus accrued interest) and at 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. During 2001, the Company redeemed
$1.1 million of debentures for $0.35 million in cash and 50,000 shares of the
Company's Common Stock. Offering costs of $1.114 million on the original
issuance are being amortized over seven years. The unamortized balance of
offering costs is $0.316 million at December 31, 2002 and is included in other
assets.
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
44
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE F - LINE OF CREDIT AND LONG-TERM DEBT - CONTINUED
Common Stock of the Company at an exercise price of $10.00 per share expiring on
the maturity date, for gross proceeds of $3.5 million with $.141 million, or
$1.34 per share, attributable to the warrants. The proceeds were used to reduce
the Credit Facility. The Junior Notes have not been registered under the
Securities Act of 1933 and were sold to qualified investors as part of a private
offering pursuant to Regulation D of a maximum of $10 million in principal
amount of Junior Notes. The Junior Notes are unsecured obligations of the
Company which may be redeemed by the Company upon five days prior notice without
penalty or premium. The Junior Notes mature on December 1, 2003 and interest is
payable on June 1 and December 1 of each year at a stated rate of 7% and an
effective rate of 8%. Offering costs of $.199 million are being amortized over
five years. The unamortized balance of offering costs is $0.034 million at
December 31, 2002 and is included in other assets.
Long-term debt consisted of the following (in thousands):
2001 2002
------- -------
Credit Facility $50,752 $37,360
Notes Payable 23 70
Economic Development Revenue Bonds, City of Lawrence, Indiana:
floating monthly interest rate (approximately 1.8% in 2002) . Principal payments
of $125,000 and interest are due in semi-annual installments through August 2005 1,000 750
6% Convertible Subordinated Debentures due in 2005 16,110 16,037
7% Junior Subordinated Debentures due in 2003 3,439 3,468
------- -------
71,324 57,685
Less current maturities 51,025 8,414
------- -------
$20,299 $49,271
======= =======
To aggregate maturities of long-term debt by year as of December 31,
2002 are as follows (in thousands):
FISCAL YEAR
-----------
2003 $ 8,414
2004 12,979
2005 12,936
2006 23,356
-------
$57,685
=======
45
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE G - COMMITMENTS AND CONTINGENCIES
The Company leases buildings and equipment under operating leases with
unexpired terms ranging from a month-to-month basis to fourteen years. Rent
expense for all operating leases related to continuing operations were (in
thousands) approximately $1,624, $1,488 and $3,590 for the years ended December
31, 2000, 2001 and 2002, respectively. Refer to Note I for the lease with a
related party.
The future minimum lease payments under these operating leases are as
follows (in thousands):
FISCAL YEAR
----------------------------
2003 $ 3,569
2004 3,449
2005 3,181
2006 3,008
2007 3,007
Thereafter 25,110
-------
$41,324
=======
The Company expects to receive minimum rent payments of approximately
$1.2 million per year for the period 2003 through 2012 related to the sublease
of a portion of one of the Company's manufacturing facilities to a third party.
In the fourth quarter of 2002 the Company recorded a $1.1 million
charge related to litigation. The Company recorded a charge as a result of
tax-related litigation related to the Company's acquisition of its automotive
operations in 1997. Through arbitration, the seller was awarded approximately
$1.1 million.
The Company is not a party to any legal proceedings other than routine
litigation incidental to its business, none of which would have a material
adverse impact on the Company's financial position or results from operations.
NOTE H -- INCOME TAXES
The components of earnings from continuing operations before income
taxes and extraordinary items for fiscal years 2000, 2001 and 2002 are as
follows (in thousands):
2000 2001 2002
------ ------ ------
United States $ 621 $7,501 $2,670
Foreign 2,522 1,661 3,827
------ ------ ------
$3,143 $9,162 $6,497
====== ====== ======
46
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE H -- INCOME TAXES - CONTINUED
Income taxes have been charged to continuing operations as follows (in
thousands):
FISCAL YEAR
2000 2001 2002
------------------------------------------------------------
Current
Federal $ 1,421 $ 1,186 $ 1,943
State and local 77 31 (157)
------- ------- -------
1,498 1,217 1,786
Deferred federal (247) 1,719 149
------- ------- -------
$ 1,251 $ 2,936 $ 1,935
======= ======= =======
A reconciliation of the actual federal income tax expense to the
expected amounts computed by applying the statutory tax rate to earnings from
continuing operations before income taxes and extraordinary items is as follows
(in thousands):
DECEMBER 31,
2000 2001 2002
------------------------------------------------------------
Expected federal income tax $ 1,068 $ 3,115 $ 2,209
Gain(loss) on sale of subsidiaries 1,054 (168)
Difference in foreign & US statutory rates 50 (1,090) 85
Nondeductible items 118 53 68
General business credit - - (200)
State taxes 77 (23) (104)
Other, net (62) (173) 45
------- ------- -------
Actual income tax expense $ 1,251 $ 2,936 $ 1,935
======= ======= =======
The tax effects of temporary differences that give rise to significant
deferred tax assets and liabilities at December 31, 2001 and 2002 are as follows
(in thousands):
47
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE H -- INCOME TAXES - CONTINUED
FY 2001 FY 2002
---------------------------------------------------------
Deferred Deferred Deferred Deferred
Assets Liabilities Assets Liabilities
---------------------------------------------------------
Tax credit carryforwards $ - $ - $ 2,435 $ -
Depreciation & amortization - 2,777 - 3,941
Accrued expenses 506 (65) - 100
Investment basis difference - - 6,317 -
State net operating loss carryovers 54 - - -
------- ------- ------- -------
560 2,712 8,752 4,041
Less: Valuation allowance - - (500) -
------- ------- ------- -------
Total $ 560 $ 2,712 $ 8,252 $ 4,041
======= ======= ======= =======
Deferred income tax assets and liabilities are computed annually for
differences between the financial statement and tax basis of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income.
Approximately $6.3 million of the deferred tax assets recorded at
December 31, 2002 are attributable to discontinued operations, which upon their
realization, will result in a tax loss that can be carried back to recover
approximately $5.6 million of taxes paid in prior years. The remaining deferred
tax asset attributable to the discontinued operations will result in a carry
forward tax-loss that management expects to recover as an offset against taxes
attributable to its future income.
The remaining deferred tax assets are attributable to continuing
operations. The Company reported $2.235 million of deferred tax assets
attributable to foreign tax credit carry forwards. The foreign tax credit carry
forwards can be utilized over a five-year period, but if unused during that
period they will expire in the 2008 tax-year. Realization of the foreign tax
credit carry forwards is dependent upon generating sufficient foreign income and
United States tax liability during the 5-year carry forward period. Management
believes that there is sufficient risk that some of these foreign tax credit
carry forwards may expire unused and, accordingly, the Company has established
an offsetting valuation allowance of $0.5 million as of December 31, 2002.
Although not assured, management expects the Company to earn sufficient future
income in order to realize the deferred tax assets net of the valuation
allowance, which are recorded at December 31, 2002.
NOTE I -- RELATED PARTY TRANSACTIONS
On February 15, 2001, the Company repurchased 160,000 shares of its
Common Stock from its Chief Executive Officer for $880,000 in cash.
On April 22, 2002, the Company completed a sale and leaseback
transaction of its Shelbyville, KY facility to the Company's Chief Executive
Officer. The sale price was $6.2 million which was equal to the book value of
the property. The proceeds of the transaction were used to reduce the Company's
debt under its current credit facility. The lease has a term of five years and
provides for monthly rent of $70,000. The sale price and rent amount were
determined by the estimated fair value of the property and
48
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE I -- RELATED PARTY TRANSACTIONS - CONTINUED
estimated prevailing lease rates for similar properties. Although the Company
did not obtain an independent valuation of the property or the terms of the
transaction, it believes the terms of the sale and leaseback were at least as
favorable to Noble as terms that could have been obtained from an unaffiliated
third party. Rent expense for 2002 was approximately $0.6 million.
On December 31, 2002 the Company completed the sale of NCE to a private
equity fund for $14.0 million in cash. The Company's CEO and certain other
officers have an interest in the private equity fund. Due to the related party
nature of the transaction, an independent committee of the board of directors
was formed to evaluate, negotiate and complete the sale of this operation. In
addition, the Company obtained an independent opinion regarding the fairness of
the transaction.
NOTE J -- SIGNIFICANT CUSTOMERS
For the year ended December 31, 2002 two customers accounted for 40% and
24%, respectively, of net sales from continuing operations. The Company had one
customer that accounted for 18% of net sales in fiscal 2001 and two customers
that accounted for 27% of net sales in fiscal 2000.
NOTE K - ACQUISITIONS AND DISPOSITIONS
DSI Holdings, Inc.
The Company purchased all of the outstanding stock of DSI (the "DSI
Acquisition") on July 20, 2000 for $20.9 million in cash and 156,114 shares of
the Company's putable Common Stock. The DSI Acquisition was accounted for as a
purchase, and, accordingly, the results of operations of DSI from July 20, 2000
forward are included in the accompanying financial statements.
In connection with the DSI Acquisition, the Company issued 156,114
shares of Common Stock putable to the Company at $13.00 per share in 25%
increments beginning December 31, 2001. During 2001, the Company retired 14,666
shares in exchange for certain assets of DSI. During January 2002, the Company
repurchased 33,996 shares for $0.4 million.
In February 2002, the market price requirement of 107,452 shares of the
Company's putable common stock that was issued in connection with the
acquisition of DSI in 2000 was met, resulting in the put
option expiring. Therefore, the common stock was reclassified from long-term
debt to stockholders' equity.
In the fourth quarter of 2002, the Company made the strategic decision
to exit the logistics business segment in order to focus on its core automotive
operations and has classified the operation as discontinued. This decision
required the evaluation of this business under SFAS 144. Under the guidelines,
this operation must be valued at the fair market value. To this end, the Company
recorded an impairment charge of $15.0 million in the fourth quarter of 2002,
primarily related to goodwill (Note B).
49
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE K - ACQUISITIONS AND DISPOSITIONS - CONTINUED
Assured Transportation & Delivery, Inc. and Central Transportation & Delivery,
Inc.
The Company purchased all of the outstanding stock of ATD and CTD on
September 6, 2000 for $8.9 million less assumed liabilities. In fiscal 2002, the
Company made the strategic decision to exit the logistics business segment and
has classified the operation as discontinued. This decision required the
evaluation of this business under SFAS 144. Under the guidelines, this operation
must be valued at the fair market value. To this end the Company recorded an
impairment charge of $4.9 million in the fourth quarter of 2002, primarily
related to goodwill (Note B).
On March 21, 2003 the Company completed the sale of its logistics group
for approximately $11.0 million in cash and notes as well as the assumption of
substantially all payables and liabilities. The transaction included cash of
$2.0 million at closing, a 135-day note for approximately $5.0 million, a $1.5
three-year amortizing note and a $2.5 million five-year amortizing note. The
interest rate on the three-year and five-year notes is 4.25%. The 135-day note
is not interest bearing.
Pro Motorcar Products, Inc. and Pro Motorcar Distribution, Inc.
The Company purchased the assets of PMP and PMD on December 16, 2000 for
$1.1 million and $0.35 million, respectively. The results of operations from
December 16, 2000 through December 31, 2000 were not significant.
Noble Metal Forming, Inc., Noble Metal Processing - Midwest, Inc. and S.E.T.
Steel, Inc.
On February 16, 2001, the Company acquired a 49% interest in S.E.T.
Steel, Inc. ("SET") for $3.0 million (the "SET Acquisition"). SET is a Qualified
Minority Business Enterprise, providing metal processing services to original
equipment manufacturers ("OEMs"). Contemporaneously with the SET Acquisition,
the Company, through its wholly owned subsidiary Noble Manufacturing Group, Inc.
("NMG") formerly known as Noble Technologies, Inc. sold all of the capital stock
of NMPM and NMF to SET for $27.2 million (the "SET Sale"). On February 16, 2001,
the Company received a note for $27.2 million due June 14, 2001. On June 28,
2001, SET completed bank financing of its purchase of NMF and NMPM and repaid
the $27.2 million note to the Company with $24.7 million in cash and a $4.0
million, 12% subordinated note due in 2003. In addition, the Company is
guarantor of $10.0 million of SET's senior debt. During the quarter ended
September 30, 2001, SET repurchased the Company's 49% interest for $3.0 million.
The Company received a $3.0 million, 12% subordinated note due in 2003 which was
later converted into preferred stock of SET (Note E).
Construction Equipment Direct, Inc.
The Company purchased 81% of the outstanding capital stock of NCE on
December 18, 2001 for $0.35 million in cash and stock valued at $0.35 million
along with a call option to purchase the remaining capital stock of NCE. The
stock was valued based on the closing price of the Company's Common Stock on
December 12, 2001. On December 19, 2001, NCE purchased certain assets and
assumed certain liabilities of Eagle-Picher Industries, Inc.'s construction
equipment division for $6.1 million in cash plus certain post-closing working
capital adjustments to be determined within 180 days of the purchase. The
Company completed these transactions as a vehicle to leverage its manufacturing
capabilities. In addition, as part of the transaction, the Company has agreed to
purchase approximately $2.3 million of inventory used in the production of NCE's
products from Eagle-Picher Industries, Inc. On December 21, 2001 the Company
exercised its call option and acquired the remaining capital stock
50
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE K - ACQUISITIONS AND DISPOSITIONS - CONTINUED
of NCE. In connection with the purchase, the Company recognized an after-tax
extraordinary gain of $1.6 million. This gain was the result of the
implementation of SFAS 141, which requires the excess of the fair value of
acquired net assets over the cost associated with an acquisition to be
recognized as an extraordinary gain in the period in which the transaction
occurs. In fiscal 2002 the Company closed the allocation period and recorded an
after-tax gain of $0.315 million.
The following table summarizes the estimated fair values of the assets
acquired and liabilities assumed as of the date of acquisition.
AT DECEMBER 14, 2001
(in thousands)
Current assets $ 15,910
Property, plant and equipment -
------------
Total assets acquired 15,910
Current liabilities 9,389
------------
Net assets acquired $ 6,521
============
On December 31, 2002, the Company sold its heavy equipment segment for
$14.0 million in cash. The Company completed the transaction with an entity in
which the Company's CEO and certain other officers have an interest. The Company
obtained an independent fairness opinion regarding the transaction. The
transaction resulted in a gain of $0.174 million, net of tax (Notes B and I).
NOTE L - REDEEMABLE PREFERRED STOCK
On April 1, 1997, the Company authorized 150,000 shares of its Series A,
10% cumulative Preferred Stock. During 1998, the Company issued 7,375 shares of
its Series A, 10% cumulative Preferred Stock pursuant to the conversion of an
equivalent number of NMF preferred shares. The Preferred Stock is redeemable at
the option of the holder at par value plus accrued dividends. At December 31,
2001 there were 2,500 shares outstanding. As of December 31, 2002 the shares
were redeemed in full.
NOTE M - STOCKHOLDERS' EQUITY
In connection with the private offering of Junior Notes, (Note F), the
Company issued 105,000 warrants to purchase shares of Common Stock of the
Company at an exercise price of $10.00 per share or a cashless exercise pursuant
to a formula stipulated which is based on the increase in the market price of
the Company's Common Stock beyond $10.00 per share. The warrants are valued at
$1.34 per share for an aggregate of approximately $141,000. The warrants are
exercisable until expiration on December 1, 2003. In the event the warrants are
exercised, the proceeds of the issuance of the Common Stock will be included in
additional paid-in capital. At December 31, 2002, there were 60,000 warrants
outstanding.
51
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE M - STOCKHOLDERS' EQUITY - CONTINUED
During 1999 the Company issued 152,200 warrants to purchase shares of
Common Stock for the Company at exercise prices from $7.86 to $10.00 per share
or a cashless exercise pursuant to a formula stipulated which is based on the
increase in the market price of the Company's Common Stock beyond the exercise
price per share. At December 31, 2002 there were 15,000 warrants outstanding
with an expiration date of January 4, 2003. In the event the warrants are
exercised, the proceeds of the issuance of Common Stock will be included in
additional paid in capital.
On January 27, 2000 the Board of Directors approved a stock repurchase
program of up to $5.0 million of the Company's Common Stock which was
subsequently increased on January 31, 2001 by an additional $5.0 million. Common
Stock may be repurchased from time to time in the open market, depending upon
market conditions in accordance with Securities and Exchange Commission Rules.
The Company repurchased 625,823 shares of its Common Stock at a cost of $5.136
million during 2000 and 197,800 shares of its Common Stock at a cost of $1.141
million during 2001.
In February 2002, the market price requirement of 107,452 shares of the
Company's putable common stock that were issued in connection with the
acquisition of Dedicated Services, Inc. in 2000 was met, resulting in the put
option expiring. Therefore, the common stock was reclassified from long-term
debt to stockholders' equity.
On October 4, 2002 the Company completed the sale of 925,000 shares of
its common stock through a public offering. The transaction provided net
proceeds to the Company of $8.6 million. The Company used the proceeds to reduce
its Credit Facility.
NOTE N -- INDUSTRY SEGMENTS
The Company classifies its continuing operations into two industry
segments based on types of products: automotive (NMPM, NMPK, NMPC, NMP, NMF, UPP
and Land Holdings) and distribution (Monroe, PMP and PMD). The Automotive Group
mainly provides laser welding utilizing proprietary laser welding technology.
The Distribution Group sells tooling components, paint and coatings related
products to end users as well as distributors.
Transactions between the automotive and distribution segments are
immaterial and have been eliminated. Interest expense is allocated to each
segment based on the segment's actual borrowings from the corporate
headquarters, together with a partial allocation of corporate general and
administrative expenses. Revenues from external customers are identified
geographically based on the customer's shipping destination.
The Company's continuing operations by business segment for the year
ended December 31, 2002 follows (in thousands):
52
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE N -- INDUSTRY SEGMENTS - CONTINUED
SEGMENT
AUTOMOTIVE DISTRIBUTION TOTALS
--------------------------------------
Revenues from external customers $120,800 $ 4,428 $125,228
Interest expense 1,834 92 1,926
Depreciation and amortization 5,593 102 5,695
Segment profit pre-tax 8,865 760 9,625
Segment assets 93,489 8,238 101,727
Expenditure for segment assets 14,752 95 14,847
RECONCILIATION TO CONSOLIDATED AMOUNTS
EARNINGS
Total earnings from reportable segments $ 9,625
Unallocated corporate headquarters expense (3,128)
----------
Earnings from continuing operations before
income taxes and extraordinary items $ 6,497
==========
ASSETS
Total assets for reportable segments $ 101,727
Corporate headquarters 15,126
Assets held for sale 13,098
----------
Total consolidated assets $ 129,951
==========
OTHER SIGNIFICANT ITEMS SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
---------- ----------- ------------
Interest expense $ 1,926 $ (998) $ 928
Expenditure for segment assets 14,847 193 15,040
Depreciation and amortization 5,695 278 5,973
GEOGRAPHIC INFORMATION LONG-LIVED
REVENUES ASSETS
---------- ----------
United States $ 94,985 $ 61,574
Canada 30,187 2,261
Other 56 -
---------- ---------
Total $ 125,228 $ 63,835
========== =========
The Company's continuing operations by business segment for the year
ended December 31, 2001 follows (in thousands):
53
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE N -- INDUSTRY SEGMENTS - CONTINUED
SEGMENT
AUTOMOTIVE DISTRIBUTION TOTALS
---------- ------------ ---------
Revenues from external customers $ 70,769 $ 4,341 $ 75,110
Interest expense 2,234 120 2,354
Depreciation and amortization 5,172 372 5,544
Segment profit pre-tax 6,125 482 6,607
Segment assets 73,524 7,734 81,258
Expenditure for segment assets 8,531 77 8,608
RECONCILIATION TO CONSOLIDATED AMOUNTS
EARNINGS
Total earnings from reportable segments $ 6,607
Unallocated corporate headquarters income 2,555
----------
Earnings from continuing operations before
income taxes and extraordinary items $ 9,162
==========
ASSETS
Total assets for reportable segments $ 81,258
Corporate headquarters 25,421
Assets held for sale 50,260
----------
Total consolidated assets $ 156,939
==========
OTHER SIGNIFICANT ITEMS SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
--------- ----------- ------------
Interest expense $ 2,354 $ (77) $ 2,277
Expenditure for segment assets 8,608 12 8,620
Depreciation and amortization 5,544 259 5,803
GEOGRAPHIC INFORMATION LONG-LIVED
REVENUES ASSETS
---------- ----------
United States $ 59,563 $ 59,122
Canada 15,547 1,445
Other - -
---------- ---------
Total $ 75,110 $ 60,567
========== =========
The Company's continuing operations by business segment for the year
ended December 31, 2000 follows (in thousands):
54
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE N -- INDUSTRY SEGMENTS - CONTINUED
SEGMENT
AUTOMOTIVE DISTRIBUTION TOTALS
---------- ------------ ---------
Revenues from external customers $ 83,752 $ 4,203 $ 87,955
Interest expense 5,846 107 5,953
Depreciation and amortization 6,777 290 7,067
Segment profit pre-tax 5,023 933 5,956
Segment assets 95,915 7,892 103,807
Expenditure for segment assets 9,545 207 9,752
RECONCILIATION TO CONSOLIDATED AMOUNTS EARNINGS
Total earnings from reportable segments $ 5,956
Unallocated corporate headquarters expense (2,813)
----------
Earnings from continuing operations before
income taxes and extraordinary items $ 3,143
==========
ASSETS
Total assets for reportable segments $ 103,807
Corporate headquarters 3,956
Assets held for sale 37,301
----------
Total consolidated assets $ 145,064
==========
OTHER SIGNIFICANT ITEMS SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
---------- ----------- ------------
Interest expense $ 5,953 $ (4,167) $ 1,786
Expenditure for segment assets 9,752 484 10,236
Depreciation and amortization 7,067 61 7,128
GEOGRAPHIC INFORMATION LONG-LIVED
REVENUES ASSETS
---------- ----------
United States $ 69,958 $ 76,222
Canada 15,568 1,920
Other 2,429 -
---------- --------
Total $ 87,955 $ 78,142
========== ========
55
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE O - EMPLOYEE BENEFIT PLANS
The Company has a deferred compensation plan for substantially all
employees of the Company. Company contributions are voluntary and are
established as a percentage of each participant's salary. Company contributions
to the deferred compensation plan were (in thousands) $323, $320 and $356 in
2000, 2001 and 2002, respectively.
In 1997, the Company adopted a stock option plan which provides for the
grant of non-qualified stock options to employees, officers, directors,
consultants and independent contractors; as well as for the grant to employees
of qualified stock options (the "Stock Option Plan"). The Plan has a ten-year
term. Under the 1997 plan, 700,000 shares of the Company's common shares have
been reserved for issuance.
The Stock Option Plan is administered by the Compensation Committee of
the Board of Directors, which has the authority, subject to certain limitations,
to grant options and to establish the terms and conditions for vesting and
exercise thereof. The exercise price of incentive stock options may be no less
than the fair market value of the common stock on the date of grant. The
exercise price of non-qualified options is required to be no less than 85% of
the fair market value of the common stock on the date of grant. The terms of the
options may not exceed ten years from the date of grant.
In 2001, the Board of Directors adopted, and the stockholders approved,
the 2001 Stock Incentive Plan (the "Stock Incentive Plan"). The purpose of the
Stock Incentive Plan is to advance the interests of the Company and its
subsidiaries to attract and retain persons of ability to perform services for
the Company and its subsidiaries by providing an incentive to such individuals
through equity participation in the Company and by rewarding such individuals
who contribute to the achievement by the Company of its economic objectives.
The Stock Incentive Plan is administered by the Board of Directors,
which has the authority to, subject to certain limitations, make grants and
modify the Stock Incentive Plan. Currently, the Stock Incentive Plan allows for
the issuance of up to 400,000 shares of the Company's Common Stock. In
connection with the plan, 16,041 shares of Common Stock were issued in 2001.
These shares have a two-year trading restriction. In 2002 the Company recorded
approximately $62,000 in compensation expense.
In 2002, the Company's Board of Directors adopted the 2002 stock
appreciation rights plan ("SAR Plan"). The SAR Plan provided for the issuance of
250,000 stock appreciation rights ("SAR's") to certain employees. Under the SAR
Plan the SAR's vest over a three year period. The SAR Plan stipulates that
employees will be issued common stock in the Company equal to the appreciation
of the Company's common stock over $11.34 per share at the date of exercise. At
December 31, 2002 250,000 SAR's were outstanding. No compensation expense was
recorded in 2002.
A summary of the status of the Stock Option Plan as of December 31,
2002, and the changes during the years ended December 31, 2000, 2001 and 2002 is
presented below:
56
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE O - EMPLOYEE BENEFIT PLANS - CONTINUED
WEIGHTED AVERAGE
SHARES EXERCISE PRICE
------ ----------------
Outstanding 12/31/99 (42,500 exercisable) 476,000 $ 8.60
Granted 199,000 $ 6.61
Exercised - -
Forfeited (103,500) $10.19
--------
Outstanding 12/31/00 (152,250 exercisable) 571,500 $ 7.61
Granted 60,500 $ 6.45
Exercised - -
Forfeited (94,500) $ 8.83
--------
Outstanding 12/31/01 (250,500 exercisable) 537,500 $ 7.27
Granted 11,000 $ 9.83
Exercised (103,900) $ 6.57
Forfeited (9,500) $ 6.14
--------
Outstanding 12/31/02 (281,750 exercisable) 435,100 $ 7.81
Options outstanding at December 31, 2002 have a weighted-average
contractual life of 3.5 years. The following is a summary of the range of
exercise prices for stock options that are outstanding and exercisable at
December 31, 2002.
Range of Exercise Outstanding Weighted Average Number of Stock Weighted Average
Prices Stock Options Exercise Price Options Exercisable Exercise Price
----------------- ------------- ---------------- ------------------- ----------------
$4.78 - $5.39 22,500 $ 5.19 7,500 $ 4.78
$6.00 - $6.64 300,350 6.20 189,500 6.18
$7.35 - $11.00 37,250 8.92 24,750 8.58
$12.63 - $13.55 75,000 12.94 60,000 13.01
------- ------ ------- ------
Total 435,100 $ 7.54 281,750 $ 7.81
======= ====== ======= ======
NOTE P - EXTRAORDINARY ITEMS
During 2000, the Company extinguished $6.376 million of its 6%
convertible debentures for an agreed upon amount of $6.411 million. In addition,
the Company wrote off $.304 million in deferred financing costs, net of income
taxes.
In connection with the acquisition of NCE in 2001, the Company
recognized an after-tax gain of $1.567 million. This gain was the result of the
implementation of SFAS 141, which requires the excess of the fair value of
acquired net assets over the cost associated with an acquisition to be
recognized as an extraordinary gain in the period in which the transaction
occurs.
57
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE P - EXTRAORDINARY ITEMS - CONTINUED
In fiscal 2002 the Company closed the allocation period regarding the
acquisition of NCE and recognized a $0.315 million after-tax gain on the
transaction resulting from certain post-closing working capital adjustments.
NOTE Q - RESTRUCTURING CHARGE
During the fourth quarter of 2000, the Company recorded a $3.938 million
restructuring charge for its planned plant consolidation program within the
Company's automotive group. The charge was included in accrued liabilities and
was a component of selling, general and administrative expense. The charge
included approximately $1.2 million for the carrying costs of owned facilities
to be sold and expenses related to exiting leases. The charge also included
approximately $2.3 million for the write-off of leasehold improvements within
leased facilities and the write-down of owned facilities to reflect anticipated
market values.
During 2001, the Company revised its estimate of the carrying cost and
market value related to certain real estate held for sale related to the 2000
restructuring. Accordingly, the Company reduced its restructuring reserve by
$0.7 million. At December 31, 2001, $1.5 million remained in the restructuring
reserve and related mainly to lease obligations on vacated property, repairs to
vacated property and real estate that was being marketed for sale.
During 2002, the Company closed out the reserve and as of December 31,
2002 the balance was zero. The reductions of the restructuring reserve included
(a) $0.75 million for lease costs incurred on vacated property and losses
incurred in connection with the sale of certain real estate; (b) $0.4 million
related to repair of vacated facilities and $0.1 million related to final rent
obligation of vacated facilities; (c) $0.25 million reduction in the cost of
real estate facility marketed for sale.
NOTE R -- SUBSEQUENT EVENTS
On March 21, 2003 the Company completed the sale of its logistics group
(NLS-TX and NLS-CA) for approximately $11.0 million in cash and notes as well as
the assumption of substantially all payables and liabilities. The transaction
included cash of $2.0 million at closing, two 135-day notes totaling
approximately $5.0 million, a $1.5 three-year amortizing note and a $2.5 million
five-year amortizing note. The interest rate on the three-year and five-year
notes is 4.25%. The 135-day notes are non-interest bearing. Repayment of the
three-year and five-year notes will be in equal monthly installments. The notes
are secured by the stock of the buyer in the entities purchased.
58
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
NOTE S - UNAUDITED QUARTERLY RESULTS OF OPERATIONS (IN THOUSANDS, EXCEPT
PER SHARE DATA)
FISCAL 2002, QUARTER ENDED DECEMBER 31 SEPTEMBER 30 JUNE 30 MARCH 31
----------------------------------------------------------------
Net Sales $ 35,118 $ 31,595 $ 31,227 $ 27,288
Cost of sales 30,383 26,057 25,588 22,831
Gross profit 4,735 5,538 5,639 4,457
---------- ---------- ---------- ----------
Earnings (loss) on common shares from continuing
operations before extraordinary items $ (574) $ 1,995 $ 1,742 $ 1,389
========== ========== ========== ==========
Basic earnings (loss) per common share
Continuing operations $ (0.07) $ 0.29 $ 0.26 $ 0.21
Discontinued operations (2.31) (0.05) 0.03 0.03
Extraordinary item - 0.05 - -
---------- ---------- ---------- ----------
$ (2.38) $ 0.29 $ 0.29 $ 0.24
========== ========== ========== ==========
Diluted earnings (loss) per common share
Continuing operations $ (0.07) $ 0.27 $ 0.24 $ 0.19
Discontinued operations (2.31) (0.04) 0.03 0.03
Extraordinary item - 0.04 - -
---------- ---------- ---------- ----------
$ (2.38) $ 0.26 $ 0.26 $ 0.22
========== ========== ========== ==========
FISCAL 2001, QUARTER ENDED DECEMBER 31 SEPTEMBER 30 JUNE 30 MARCH 31
----------------------------------------------------------------
Net Sales $ 25,268 $ 19,380 $ 17,317 $ 13,145
Cost of sales 19,967 15,341 12,752 9,208
Gross profit 5,301 4,039 4,565 3,937
---------- ---------- ---------- ----------
Earnings (loss) on common shares from continuing
operations before extraordinary items $ 1,988 $ 2,117 $ 1,559 $ 535
========== ========== ========== ==========
Basic earnings (loss) per common share
Continuing operations $ 0.30 $ 0.32 $ 0.24 $ 0.08
Discontinued operations (0.09) (0.06) (0.07) (0.11)
Extraordinary item 0.24 - - -
---------- ---------- ---------- ----------
$ 0.45 $ 0.26 $ 0.17 $ (0.03)
========== ========== ========== ==========
Diluted earnings (loss) per common share
Continuing operations $ 0.28 $ 0.30 $ 0.23 $ 0.08
Discontinued operations (0.07) (0.05) (0.06) (0.11)
Extraordinary item 0.20 - - -
---------- ---------- ---------- ----------
$ 0.41 $ 0.25 $ 0.17 $ (0.03)
========== ========== ========== ==========
NOTE: PER SHARE CALCULATIONS ARE BASED ON ACTUAL DOLLAR AMOUNTS AND MAY BE
SUBJECT TO ROUNDING.
59
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 2000, 2001 AND 2002 - CONTINUED
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 2003 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 2003 Proxy
Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
EQUITY COMPENSATION PLAN
(a) (b) (c)
Number of Weighted-
securities to be average Number of securities
issued upon exercise remaining available for
exercise of price of future issuance under
outstanding outstanding equity compensation
options, options, plans (excluding
warrants warrants and securities reflected
Plan Category and rights rights in column (a))
--------------------------------------- ----------------- ------------- ----------------------
Equity compensation plans approved
by security holders 435,100 $ 7.54 151,000
Equity compensation plans not approved
by security holders - $ - -
------- --------- -------
Total 435,100 $ 7.54 151,000
======= ========= =======
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 2003 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from the information under the caption
"Certain Transactions" in the 2003 Proxy Statement.
60
ITEM 14. CONTROLS AND PROCEDURES
The management of the Company is responsible for establishing and
maintaining effective disclosure controls and procedures, as defined under Rules
13a-14 and 15d-14 of the Securities Exchange Act of 1934. Within 90 days of this
report, an evaluation was performed under the supervision and with the
participation of the Company's management, including the Chairman and Chief
Executive Officer (CEO), and Chief Financial Officer (CFO), of the effectiveness
of the design and operation of the Company's disclosure controls and procedures.
Based on that evaluation, the company's management, including the CEO and CFO,
concluded that the Company's disclosure controls and procedures were effective
as of the evaluation date for ensuring that information required to be disclosed
in this annual report on Form 10-K was recorded, processed, summarized, and
reported within the time period required by the United States Securities and
Exchange Commission's rules and forms. There have been no significant changes in
the Company's internal controls or in other factors that could significantly
affect internal controls subsequent to the evaluation date.
61
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements [Filed under Item 8 above.]
Financial Statement Schedules
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
(IN THOUSANDS)
Additions - Deductions -
Balance at Charged to Deductions Balance at
Beginning Costs and (see notes End of
of Period Expenses below) Period
---------- ----------- ------------ ----------
Year ended December 31, 2000
----------------------------
Reserve for Doubtful Accounts $ - $ - $ - $ -
Valuation Allowance for Deferred Taxes - - - -
Year ended December 31, 2001
----------------------------
Reserve for Doubtful Accounts - 53 - 53
Valuation Allowance for Deferred Taxes - - - -
Year ended December 31, 2002
----------------------------
Reserve for Doubtful Accounts 53 1,216 1,269 (1) -
Reserve for Doubtful Notes Receivable - 462 - 462
Valuation Allowance for Deferred Taxes - 500 - 500
(1) Uncollectible accounts charged off
Exhibits
--------
4.1** Indenture between Noble International, Ltd. and American
Stock Transfer & Trust Company dated as of July 23, 1998.
10.45* Form of Non-Compete Agreement between Utilase, Inc. and
James Bronce Henderson III.
10.46* Form of Non-Compete Agreement between the Company and
Jeffrey A. Moss.
10.47* Form of Non-Compete Agreement between Utilase, Inc. and
DCT, Inc.
10.48* Employment Agreement dated April 7, 1997 between Utilase,
Inc. and John K. Baysore.
10.49* Registration Rights Agreement dated April 7, 1997 among the
Company, Utilase, Inc., James Bronce Henderson III and
Jeffrey A. Moss.
10.51** Share Purchase Agreement between Triam Automotive, Inc. and
Tiercon Holdings, Inc. dated July 2, 1998.
62
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.
10.63+ Amended and Restated Share Purchase Agreement among Noble
International, Ltd. and Noble Components & Systems, Inc.
and 1391295 Ontario Limited and Tiercon Holdings US, Inc.
dated December 24, 1999.
10.64++ Stock Purchase Agreement among Noble International Ltd.,
Noble Holdings, Inc. and DSI Holdings, Inc., Stephen Ray
Savant, Cyril Ray Yates, Christopher Michael Cassels, James
Christopher Delahoussaye, Kevin DeVaughn, Larry Browne and
Herbert H. Fields dated July 21, 2000.
10.65+++ Stock Purchase Agreement among Noble Holdings, Ltd.,
Assured Transportation & Delivery, Inc. Central
Transportation & Delivery, Inc., Behnam Haeri & Bart Bement
dated September 6, 2000.
10.67++++ Asset Purchase Agreement among Monroe Engineering,
Products, Inc., Pro Motor Products, Inc. and John
Pfanstiehl dated December 16, 2000.
63
10.68 # Stock Purchase Agreement among Noble International, Ltd.,
S.E.T. Steel, Inc., and Sid E. Taylor dated February 16,
2001.
10.69# Stock Purchase Agreement among Noble International, Ltd.
Noble Technologies, Inc., Noble Metal Processing, Inc. and
S.E.T. Steel, Inc. dated February 16, 2001.
10.70## Stock Purchase Agreement among Noble Automotive Group,
David J. Langevin and James P. Patton dated December 19,
2001.
10.71## Asset Purchase Agreement among Construction Equipment
Direct, Inc. and Eagle-Picher Industries, Inc. dated
December 19, 2001.
10.72### Asset Purchase Agreement among Noble Construction
Equipment, Inc. and Quantum Construction, Inc. dated
December 30, 2002
21.1 Subsidiaries of the Registrant.
23.1 Consent of Deloitte & Touche, LLP.
23.2 Consent of Grant Thornton, LLP.
99.1 Certification Pursuant to 18 U.S.C. 1350 of Robert J.
Skandalaris.
99.2 Certification Pursuant to 18 U.S.C. 1350 of David V.
Harper.
---------------
* 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.
+ Incorporated herein by reference to the Company's current report on
Form 8-K filed January 10, 2000.
++ Incorporated herein by reference to the Company's current report on
Form 8-K filed August 1, 2000.
+++ Incorporated herein by reference to the Company's current report on
Form 8-K filed September 6, 2000.
++++ Incorporated herein by reference to the Company's current report on
Form 8-K dated February 23, 2001.
# Incorporated herein by reference to the Company's current report on
Form 8-K filed on March 1, 2001.
## Incorporated herein by reference to the Company's current report on
Form 8K filed January 3, 2002.
### Incorporated herein by reference to the Company's current report on
Form 8K filed January 13, 2003.
64
(b) Reports on Form 8-K.
-------------------
(i) Report on Form 8-K filed on June 26, 2002, concerning the
Company's earnings estimate for fiscal 2002.
(ii) Report on Form 8-K filed on September 20, 2002, concerning the
adjustment of the Company's diluted earnings per share for the
six months ended June 30, 2002.
(iii) Report on Form 8-K filed on September 23, 2002 concerning
modifications to its underwriting agreement regarding the
Company's convertible subordinated debt.
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, 2003
NOBLE INTERNATIONAL, LTD.
By: /S/ ROBERT J. SKANDALARIS By: /S/ DAVID V. HARPER
----------------------------- -----------------------------------------
Robert J. Skandalaris, Chief David V. Harper, Chief Financial Officer
Executive Officer
65
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, 2003
-----------------------------------------
Robert J. Skandalaris, Chairman of the
Board and Chief Executive Officer
(Principal Executive Officer)
/S/ MARK T. BEHRMAN March 30, 2003
-----------------------------------------
Mark T. Behrman, Director
/S/ VAN CONWAY March 30, 2003
-----------------------------------------
Van Conway, Director
/S/ LEE M. CANAAN March 30, 2003
-----------------------------------------
Lee M. Canaan, Director
/S/ STUART I. GREENBAUM March 30, 2003
-----------------------------------------
Stuart I. Greenbaum, Director
/S/ DANIEL J. MCENROE March 30, 2003
-----------------------------------------
Daniel J. McEnroe, Director
/S/ JONATHAN P. RYE March 30, 2003
-----------------------------------------
Jonathan Rye, Director
/S/ THOMAS L. SAELI March 30, 2003
-----------------------------------------
Thomas L. Saeli, Director
/S/ ANTHONY R. TERSIGNI March 30, 2003
-----------------------------------------
Anthony R. Tersigni, Director
66
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert J. Skandalaris, certify that:
1. I have reviewed this annual report on Form 10-K of Noble International, Ltd.;
2. Based on my knowledge, the Report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to them by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons fulfilling the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of their most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 30, 2003 By: /s/ ROBERT J. SKANDALARIS
-------------------------------------------------
Name: Robert J. Skandalaris
Title: Chief Executive Officer (Principal Executive
Officer) of Noble International, Ltd.
67
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David V. Harper, certify that:
1. I have reviewed this annual report on Form 10-K of Noble International, Ltd.;
2. Based on my knowledge, the Report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to them by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons fulfilling the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of their most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 30, 2003 By: /s/ DAVID V. HARPER
-------------------------------------------------
Name: David V. Harper
Title: Chief Financial Officer (Principal Financial
Officer) of Noble International, Ltd.
68
10-K EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
EX-21.1 Subsidiaries of the Registrant
EX-23.1 Independent Auditor's Consent
EX-23.2 Consent of Independent Certified Public Accountants
EX-99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002