AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 2002
REGISTRATION NO. 333-90836
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NOBLE INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 38-3139487
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
---------------------
28213 VAN DYKE AVENUE
WARREN, MICHIGAN 48093
(586) 751-5600
(Address, Including Zip Code, And Telephone Number, Including
Area Code, Of Registrant's Principal Executive Offices)
---------------------
MICHAEL C. AZAR, ESQ.
NOBLE INTERNATIONAL, LTD.
28213 VAN DYKE AVENUE
WARREN, MICHIGAN 48093
(586) 751-5600
(Name, Address, Including Zip Code, And Telephone Number, Including Area Code,
Of Agent For Service)
---------------------
COPIES TO:
Teresa L. Tormey, Esq. Patrick Daugherty, Esq.
Oppenheimer, Wolff & Donnelly LLP Foley & Lardner
840 Newport Center Drive, Suite 700 150 W. Jefferson Avenue, Suite 1000
Newport Beach, California 92660 Detroit, Michigan 48226
(949) 823-6000 (313) 963-6200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. [ ]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 23, 2002
PROSPECTUS
3,500,000 SHARES
[NOBLE INTERNATIONAL, LTD. LOGO]
COMMON STOCK
------------------------
We are selling 3,500,000 shares of our common stock. Our common stock is
traded on the Nasdaq National Market under the symbol "NOBL."
On September 20, 2002, the reported last sale price of our common stock on
the Nasdaq National Market was $10.60 per share.
YOU SHOULD CONSIDER THE RISKS WE HAVE DESCRIBED IN "RISK FACTORS" BEGINNING
ON PAGE 7 BEFORE BUYING SHARES OF OUR COMMON STOCK.
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PER SHARE TOTAL
--------- --------
Public offering price....................................... $ $
Underwriting discounts and commissions...................... $ $
Proceeds, before expenses, to us............................ $ $
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The underwriters may purchase up to an additional 525,000 shares from us at
the public offering price, less the underwriting discount, within 30 days from
the date of this prospectus to cover unfulfilled customer orders for our common
stock.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The underwriters expect to deliver the shares to purchasers on or before
, 2002.
------------------------
RAYMOND JAMES
GERARD KLAUER MATTISON
THE DATE OF THIS PROSPECTUS IS , 2002.
[INSIDE FRONT COVER OF PROSPECTUS]
Photographs will include:
Noble's 500,000 sq. ft. laser welding facility in Warren, Michigan annually
produces in excess of 6.0 million laser welded blanks.
Noble periodically conducts microscopic inspections of laser welds to
confirm their integrity.
WE OPERATE OUR LOGISTICS BUSINESS SEGMENT AS NOBLE LOGISTIC SERVICES(TM).
ALL OTHER TRADEMARKS AND SERVICE MARKS APPEARING IN THIS PROSPECTUS ARE THE
PROPERTY OF THEIR RESPECTIVE HOLDERS.
---------------------
IN CONNECTION WITH AN UNDERWRITTEN OFFERING, SEC RULES PERMIT THE UNDERWRITERS
TO ENGAGE IN TRANSACTIONS THAT STABILIZE THE PRICE OF OUR COMMON STOCK. THESE
TRANSACTIONS MAY INCLUDE PURCHASES FOR THE PURPOSE OF FIXING OR MAINTAINING THE
PRICE OF THE COMMON STOCK AT A LEVEL HIGHER THAN THE MARKET WOULD DICTATE IN THE
ABSENCE OF SUCH TRANSACTIONS.
SUMMARY
This summary highlights information contained elsewhere or incorporated by
reference in this prospectus. This summary is not complete and does not contain
all the information that you should consider before deciding to invest in our
common stock. We urge you to read this entire prospectus carefully, including
the "Risk Factors" section and our consolidated financial statements and the
notes to those statements, and the other documents to which we have referred
you. Except as the context otherwise requires, in this prospectus the terms
"we," "us," "our" and "Noble" refer to Noble International, Ltd. and its
subsidiaries considered as one enterprise. Except as otherwise noted, all
information in this prospectus assumes that the underwriters' over-allotment
option is not exercised.
NOBLE INTERNATIONAL, LTD.
We operate in three business segments: automotive, heavy equipment and
logistics. Our automotive segment is our largest segment by net sales and
presently represents a substantial majority of our pretax earnings. In our
automotive segment, we believe that we are the largest competitor in the growing
market to supply laser-welded blanks to the North American automotive industry.
In our heavy equipment segment, we provide components and contract manufacturing
services to leading original equipment manufacturers ("OEMs"), and we also
manufacture specialty equipment marketed under our own brand. In our logistics
segment, we are a leading provider of same-day delivery services in 28 U.S.
metropolitan markets predominantly in the west and south.
We believe all three of our business segments have attractive opportunities
for internal growth. Due to substantial recent awards of new business, we
believe that our automotive segment will enjoy the most rapid expansion in the
near term from continued growth in the number of laser-welded blank applications
used per new vehicle produced in North America. We have previously used
acquisitions of existing businesses as a means of entering new segments and to
advance our strategic objectives within a segment. We have no agreements at
present to acquire or divest any businesses, but may consider such transactions
in the future.
Our three business segments are:
- Automotive. Our automotive segment was our original line of business and
remains our largest segment. For the six months ended June 30, 2002, our
automotive segment represented 48.6% of our net sales and 79.7% of the
pretax earnings of our operating segments. As the leading supplier of
laser-welded blanks to the North American automotive industry, we provide
integrated manufacturing, design, planning, engineering and other
value-added services to OEMs and their major component suppliers. Our
laser-welded blanks are presently used in numerous vehicle models of
DaimlerChrysler, Ford, General Motors, Nissan and Honda. In many cases,
the parts contained in vehicles need to possess different characteristics
in different areas. Laser-welded blanks are combinations of flat sheet
metal of varying thickness, strength, coating and/or alloy which, when
welded together before stamping, result in a product that possesses the
desired characteristics in the appropriate areas of the finished
stamping. In contrast, conventional blanks are cut from a single steel
coil and possess a uniform thickness, strength, coating and alloy.
Conventional blanks typically require reinforcements and additional
processing or, alternatively, the use of more expensive materials with
the specific characteristics throughout the entire part, when those
characteristics are needed only in certain sections of the part.
Therefore, the use of laser-welded blanks in automotive applications
typically results in cost, weight and safety benefits compared to
conventional blanks of a uniform character. Besides providing
laser-welded blanks, we also perform laser welding and cutting of other
automotive components.
- Heavy Equipment. We entered the heavy equipment market principally
through our December 2001 acquisition of Eagle-Picher Industries Inc.'s
construction equipment division. We believe the manufacturing skills and
trade practices of our automotive segment are similar in many respects to
those of the heavy equipment market. In fact, a number of leading
automotive parts suppliers also serve the heavy equipment market. For the
six months ended June 30, 2002, our heavy equipment segment represented
1
20.9% of our net sales and 15.5% of the pretax earnings of our operating
segments. We provide contract manufacturing services to OEMs, such as
Caterpillar and Terex. For Caterpillar, we perform component fabrication
and assembly of its wheeled tractor-scrapers. For Terex, we fabricate and
assemble several key components of its large volume MT Series mining
trucks and provide other selected truck assemblies. We also design,
manufacture and market our own line of all-terrain fork trucks and
pull-scrapers under the Noble brand. These branded products are sold
principally through a network of independent heavy equipment dealers.
- Logistics. We entered the logistics business in 2000 by acquiring two
companies that specialize in the niche market for same-day delivery
services. The customer base of these companies is composed primarily of
auto parts and other automotive-related shippers. Entry into the
logistics segment provided us with an opportunity to diversify our
company with a segment that was less cyclical and capital-intensive than
our laser-welding business. For the six months ended June 30, 2002, our
logistics segment represented 30.5% of our net sales and 4.8% of the
pretax earnings of our operating segments. We provide both dedicated
contract carriage and delivery by our scheduled route network, using one-
person crews that are either independent contractors or our employees.
Our logistics segment provides business-to-business, same-day delivery of
auto parts, pharmaceuticals, perishable foods, printed material and other
time-sensitive small goods. We have begun to diversify the customer base
of this segment away from automotive-related shippers with an estimated
33% of our logistics segment's net sales now being derived from
non-automotive shippers. We operate 28 locations servicing 17 states,
primarily in the western and southern regions of the United States.
Since our inception in 1993, we have experienced substantial growth through
internal expansion and acquisitions in our three principal operating segments.
Our net sales have grown from $3.3 million in 1994 to $138.2 million in 2001 and
to $115.7 million for the six months ended June 30, 2002. Our growth strategy is
to capitalize on our managerial, operational and financial skills in order to
expand our business through both organic growth and strategic acquisitions. We
intend to focus on our three core operating segments -- automotive, heavy
equipment and logistics -- and to leverage our skills and existing market share
to maximize return on investment and create shareholder value. With respect to
growth by acquisition, we believe we approach potential targets with a high
degree of selectivity, disciplined valuation parameters and a system for rapid
integration of acquired businesses. Key elements of our strategy are:
- Increase Noble's market share and model penetration for laser-welded
blanks. Our production of laser-welded blanks grew from 1.2 million
units in 1994 to 11.0 million units in 2001. Our average revenue per
blank has also increased over this period, as the complexity and length
of welds has generally increased. We believe that we are the largest
supplier in the North American market for laser-welded automotive blanks
with an estimated 33% market share. Our equipment and technology provide
us with the longest reported laser weld currently produced, as well as
the lowest reported defect rate. We seek to expand our market share and
capture additional business by leveraging our technological strengths,
our production capacity and flexibility, and our favorable record for
on-time delivery of products with low defect rates. The laser-welded
blank market has grown steadily as OEMs have adopted this technology for
increasing numbers of applications on vehicles. Presently, laser-welded
blanks are used for about three applications on a typical car or light
truck, with a few models utilizing from six to 12 applications. An
independent market study has identified at least 21 applications for
laser-welded blanks, and we believe that as many as 30 applications may
ultimately be commercialized. We believe we are well-positioned to
capitalize on this growing market.
- Execute existing book of business in automotive segment. As long periods
of time are needed to design new vehicle models and plan their
production, automotive OEMs often choose suppliers well in advance of
production -- in some cases, more than three years in advance. Automotive
suppliers typically will produce parts for the life of the vehicle
program (five to seven years for cars and five to ten years for trucks).
While none of our agreements with customers assures us of minimum future
levels of production, this trade practice does allow some insight into
our future expected levels of activity. Since January 2001, we have been
awarded vehicle programs that we expect to produce more than $217 million
of "value-added" lifecycle sales, based on independent estimates of
program
2
volumes. Under current trade practices, each dollar of value-added sales that we
realize is typically accompanied by approximately two to three additional
dollars of steel processing sales recognized by our automotive segment. These
programs are currently scheduled to launch by 2004, and each represents a
new vehicle model or substantive update of an existing vehicle model. Of
the $217 million in value-added lifecycle sales that we estimate will come
from these awards, we expect that 45% will come from Ford, while 55% will
come from other customers, including General Motors and Honda. We believe
the foundation for growth of our automotive segment through 2005 will come
from our new business awards since January 2001, combined with an
estimated $188 million of value-added lifecycle sales from previous awards
and maintenance of replacement programs.
- Expand our contract manufacturing and product offerings in the heavy
equipment industry. Due to high labor costs and vigorous price
competition, heavy equipment OEMs are increasing their use of lower cost
contract manufacturers for the production of certain subassemblies and
full assemblies. We intend to capitalize on our manufacturing expertise
and attractive cost position relative to heavy equipment OEMs to broaden
our product and customer base. Our recent contract manufacturing
agreement with Terex for its MT series mining trucks is an example of
this. Our favorable cost position is the product of moderate labor rates
in our Texas and Mexico manufacturing facilities and low overhead. We
have significant excess capacity in our heavy equipment facilities, which
we believe we can leverage to accept additional business in new product
lines without significant capital expenditures. We also seek to grow our
net sales in this segment through the development of new products, such
as our Noble brand pull-scrapers, which we introduced in February 2002.
- Expand our logistics customer base by pursuing additional national and
regional customer accounts and adding customers in non-automotive
industries. For the six months ended June 30, 2002, our logistics
segment achieved internal growth in net sales of 10.0% compared to the
same period in 2001. When we acquired our logistics business in 2000, the
customer base was primarily the after-market automotive parts industry.
We have grown this business through successful attraction of customers
outside the automotive channel, including shippers in the medical,
pharmaceutical, reprographics and consumer products markets. We intend to
continue to grow our non-automotive delivery volumes, with an emphasis on
building our share of existing markets.
CORPORATE INFORMATION
Our principal executive offices are located at 28213 Van Dyke Avenue,
Warren, Michigan 48093, and our telephone number is (586) 751-5600. Our website
is located at www.nobleintl.com. The information contained in our website,
however, is not a part of this prospectus.
3
THE OFFERING
The following information, which is based on 6,802,155 shares outstanding
as of July 31, 2002, assumes that the underwriters do not exercise their
over-allotment option to purchase 525,000 additional shares. Please see
"Underwriting" for more information concerning this option.
Common stock offered.......... 3,500,000 shares
Common stock outstanding after
the offering.................. 10,302,155 shares
Use of proceeds............... We will use the net proceeds from the offering
for expansion of our operations, including
capital expenditures and working capital. Until
we use the proceeds in our operations, we will
use them to reduce borrowings under our senior
credit facility or other indebtedness. See "Use
of Proceeds" for more information concerning
our proposed use of proceeds.
Nasdaq National Market
symbol........................ NOBL
The outstanding share information in the table above excludes:
- 439,400 shares of common stock issuable upon exercise of outstanding
options at a weighted-average exercise price of $7.53 per share;
- 205,275 shares of common stock issuable upon exercise of outstanding
warrants at a weighted-average exercise price of $10.61 per share; and
- 1,125,590 shares issuable upon conversion of outstanding 6% convertible
subordinated debentures at a conversion price of $14.3125 per share,
subject to a decrease in certain circumstances, which may include this
offering.
RISK FACTORS
See "Risk Factors" beginning on page 7 for a discussion of factors that
should be considered by prospective purchasers of our common stock.
4
SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------------------------------------ ---------------------
1997 1998 1999 2000 2001 2001 2002
--------- --------- --------- --------- ------------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENTS OF
OPERATIONS DATA:
Net sales:
Product............................ $ 12,243 $ 60,273 $ 85,266 $ 87,955 $ 77,290 $ 30,462 $ 82,703
Services........................... -- -- -- 21,826 60,938 29,633 32,998
--------- --------- --------- --------- --------- --------- ---------
Total net sales..................... 12,243 60,273 85,266 109,781 138,228 60,095 115,701
Cost of sales
Products........................... 6,440 40,581 56,438 64,457 59,234 21,960 69,329
Services........................... -- -- -- 17,219 48,239 23,162 26,375
--------- --------- --------- --------- --------- --------- ---------
Total cost of sales................. 6,440 40,581 56,438 81,676 107,473 45,122 95,704
--------- --------- --------- --------- --------- --------- ---------
Gross margin........................ 5,803 19,692 28,828 28,105 30,755 14,973 19,997
Selling, general and administrative
expenses........................... 3,248 11,847 15,760 23,004 22,472 10,649 13,086
--------- --------- --------- --------- --------- --------- ---------
Operating profit.................... 2,555 7,845 13,068 5,101 8,283 4,324 6,911
Interest expense.................... (553) (844) (1,819) (2,929) (4,586) (2,620) (1,520)
Other, net.......................... (142) 47 280 240 3,203 1,592 293
Earnings from continuing operations
before income taxes, minority
interest and extraordinary item.... 1,860 7,048 11,529 2,412 6,900 3,296 5,684
Minority Interest................... 23 55 -- -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Earnings before income taxes and
extraordinary item................. 1,837 6,993 11,529 2,412 6,900 3,296 5,684
Income tax expense.................. 718 2,742 4,235 1,196 2,805 2,354 2,107
--------- --------- --------- --------- --------- --------- ---------
Earnings from continuing operations
before extraordinary item.......... 1,119 4,251 7,294 1,216 4,095 942 3,577
Earnings (loss) from discontinued
operations......................... (402) 139 (472) (115) -- -- --
Gain on sale of discontinued
operations......................... -- -- -- 10,044(1) -- -- --
Extraordinary item.................. -- 606(2) -- (304)(2) 1,567(3) -- --
--------- --------- --------- --------- --------- --------- ---------
Net earnings........................ 717 4,996 6,822 10,841 5,662 942 3,577
Preferred stock dividends........... 144 18 61 49 27 19 10
--------- --------- --------- --------- --------- --------- ---------
Net earnings on common shares....... $ 573 $ 4,978 $ 6,761 $ 10,792 $ 5,635 $ 923 $ 3,567
========= ========= ========= ========= ========= ========= =========
Basic earnings per common share:
Earnings per common share from
continuing operations before
extraordinary item............... $ 0.22 $ 0.59 $ 1.01 $ 0.16 $ 0.61 $ 0.14 $ 0.53
Earnings (loss) per common share
from discontinued operations
before extraordinary item........ (0.09) 0.02 (0.07) 1.40 -- -- --
Extraordinary item.................. -- 0.09(2) -- (0.04)(2) 0.24(3) -- --
--------- --------- --------- --------- --------- --------- ---------
Basic earnings per common share..... $ 0.13 $ 0.70 $ 0.94 $ 1.52 $ 0.85 $ 0.14 $ 0.53
--------- --------- --------- --------- --------- --------- ---------
Basic weighted average common shares
outstanding........................ 4,285,134 7,161,872 7,192,328 7,112,311 6,626,212 6,634,571 6,740,327
========= ========= ========= ========= ========= ========= =========
5
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------------------------------------ ---------------------
1997 1998 1999 2000 2001 2001 2002
--------- --------- --------- --------- ------------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Diluted earnings per common share:
Earnings per common share from
continuing operations before
extraordinary item............... $ 0.22 $ 0.58 $ 0.92 $ 0.16 $ 0.61 $ 0.14 $ 0.49(6)
Earnings (loss) per common share
from discontinued operations
before extraordinary item........ (0.09) 0.02 (0.05) 1.37 -- -- --
Extraordinary item.................. -- 0.08(2) -- (0.04)(2) 0.24(3) -- --
--------- --------- --------- --------- --------- --------- ---------
Diluted earnings per common share... $ 0.13 $ 0.68 $ 0.87 $ 1.49 $ 0.85 $ 0.14 $ 0.49(6)
--------- --------- --------- --------- --------- --------- ---------
Diluted weighted average shares
outstanding........................ 4,285,134 7,304,148 8,530,981 7,234,786 6,650,861 6,665,137 8,094,139(6)
========= ========= ========= ========= ========= ========= =========
Cash dividends declared per common
share.............................. $ 0.000 $ 0.000 $ 0.000 $ 0.225 $ 0.300 $ 0.15 $ 0.16
OTHER FINANCIAL INFORMATION:
EBITDA from continuing
operations(4)...................... $ 3,066 $ 11,797 $ 19,977 $ 13,358 $ 18,878 $ 9,539 $ 10,179
Cash flow provided by (used in):
Continuing operations.............. 1,140 8,228 10,599 9,224 419 1,360 1,553
Discontinued operations............ (2,433) (42,133) (23,432) (115) -- -- --
Investing activities............... (11,995) (26,181) (16,235) 47,447 9,412 15,892 (2,982)
Financing activities............... 14,926 59,313 28,823 (56,062) (9,865) (17,831) 1,039
AS OF JUNE 30, 2002
-------------------------
ACTUAL AS ADJUSTED(5)
-------- --------------
CONSOLIDATED BALANCE SHEET DATA:
Working capital........................................... $ 28,110 $ 28,110
Total assets.............................................. 160,489 160,489
Total debt................................................ 73,911 39,487
Stockholders' equity...................................... 51,060 85,484
---------------
(1) In January 2000, we divested our Tiercon Industries, Inc. automotive
plastics and coatings business for $93.0 million in cash and stock,
resulting in an after-tax gain of $10.0 million.
(2) An extraordinary gain of $606,000 was recorded as a result of the discounted
prepayment of unsecured subordinated promissory notes payable to DCT, Inc.
and an officer of one of our subsidiaries on December 17, 1998. These notes
had an aggregate principal face amount of approximately $10.1 million and,
together with accrued interest, were repurchased at a price of $9.7 million
in cash. In 2000, an extraordinary loss of $304,000 was recorded as a result
of the repurchase of a portion of our 6% convertible debentures. These
convertible debentures had a face amount of $6.4 million and unamortized
offering expenses of $425,000 and were repurchased at a price of $6.4
million in cash.
(3) An after-tax extraordinary gain of $1.6 million was recorded in connection
with our acquisition of certain assets of Eagle-Picher Industries, Inc.'s
construction equipment division in December 2001. This gain was the result
of the implementation of Statement of Financial Accounting Standards No.
141, "Business Combinations," 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.
(4) EBITDA represents earnings 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 our competitors. Our EBITDA from continuing
operations has fluctuated as a result of the divestiture of businesses that
were not classified as discontinued operations. The most prominent of these
divestitures was the sale of Noble Metal Processing-Midwest, Inc. and Noble
Metal Forming, Inc. in 2001.
(5) Adjusted to reflect the sale of 3,500,000 shares we are offering hereby at
an assumed offering price of $10.60 per share and the application of the
estimated net proceeds therefrom.
(6) As restated to reflect the inclusion of the shares issuable upon the
conversion of outstanding 6% convertible subordinated debentures. See Note F
to the interim financial statements.
6
RISK FACTORS
You should consider carefully the following risk factors, together with all
of the other information contained in this prospectus (including the documents
incorporated by reference) before you decide to purchase any shares of our
common stock. Additional risks and uncertainties not presently known to us or
that we currently do not deem material may also impair our business operations.
If any of the risks we describe below occur, or if any unforeseen risk develops,
our operating results may suffer, our financial condition may deteriorate, the
trading price of our common stock may decline and you may lose all or part of
your investment.
RISKS RELATED TO OUR OPERATIONS
WE HAVE A SIGNIFICANT AMOUNT OF OUTSTANDING INDEBTEDNESS, WHICH REDUCES THE
CASH AVAILABLE TO FINANCE OUR GROWTH.
In order to finance our operations, including costs related to various
acquisitions, we have incurred substantial indebtedness. As of June 30, 2002,
our total indebtedness including current maturities was $73.9 million, and we
had the ability to borrow an additional $6.6 million under our credit facility.
Our credit facility is secured by substantially all of our assets as well as the
assets of our subsidiaries. In addition to certain financial covenants, our
credit facility restricts our ability to incur additional indebtedness or pledge
assets. We have from time to time been in violation of our financial covenants,
requiring us to obtain waivers of default from our lenders. We are currently in
compliance with all of the terms of our credit facility. We cannot assure you,
however, that we will be able to comply with the terms of our credit facility in
the future.
Our 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. Our ability to satisfy outstanding debt obligations from cash
flow will be dependent upon our future performance and will be subject to
financial, business and other factors, many of which may be beyond our control.
In the event that we do not have sufficient cash resources to satisfy our
repayment obligations, we would be in default, which would have material adverse
effects on our business. These effects could include the inability to fund
operations, inability to pursue or complete business acquisitions and
cross-defaults of other borrowings. Our indebtedness could:
- make us more vulnerable to unfavorable economic conditions;
- limit our ability to obtain additional financing to fund future working
capital, capital expenditures, strategic acquisitions, alliances and
partnerships and other general corporate requirements; and
- require us to designate a large portion of our cash flow from operations
to making payments on our indebtedness, which would prevent us from using
it for other purposes.
In addition, interest rates on borrowings under our credit facility
fluctuate based upon changes in various base interest rates. An adverse change
in the base rates upon which our interest rate is determined could have a
material adverse effect on our financial position, results of operations and
cash flows by materially increasing our interest expense.
BECAUSE WE DEPEND ON A LIMITED NUMBER OF CUSTOMERS, THE LOSS OR INSOLVENCY OF
ANY SIGNIFICANT CUSTOMER COULD CAUSE A SIGNIFICANT DECLINE IN OUR NET SALES
AND EARNINGS.
Sales from our automotive segment accounted for 51.2% of our consolidated
net sales in fiscal 2001 and 48.6% of our net sales in the six months ended June
30, 2002. In addition, our automotive sales are highly concentrated among a few
major OEMs, particularly DaimlerChrysler Corporation (which accounted for 19.9%
of our net sales in the six months ended June 30, 2002). The contracts we
typically enter into with our automotive customers provide for supplying the
customer's requirements for a particular vehicle platform or model, rather than
for manufacturing a specific quantity of components. These contracts range from
one year to the life of the platform or model, usually three to ten years, and
do not require our customer to purchase any minimum number of components. The
loss of any one of such customers or a significant reduction in demand
7
for a key vehicle model or group of related models could have a material adverse
effect on our business by reducing our net sales and earnings.
In addition, if one or more of our customers becomes insolvent or otherwise
unable to pay for services or products provided by us, our operating results and
financial condition would be adversely affected. In February 2002, one of our
customers, National Steel, Inc. filed for Chapter 11 bankruptcy. At that time we
had accounts receivable of approximately $1.2 million outstanding from National
Steel. We are in the process of determining the likelihood of collection of
amounts owed to us. There is a significant chance that we will incur a non-cash
charge in 2002 for all or a portion of the $1.2 million to reflect the
impairment of this asset. We have established a $200,000 reserve to offset the
effects of this potential impairment charge on our reported results from
operations. Financial distress of any other of our large customers could lead to
additional impaired accounts receivable.
WE ARE SUBJECT TO SUBSTANTIAL CONTINUING PRESSURE FROM OUR CUSTOMERS TO REDUCE
COSTS AND IMPROVE PRODUCT PERFORMANCE.
Both the automotive component supply and heavy equipment industries are
fragmented and serve a limited number of customers. Automotive OEMs in
particular tend to purchase supplies in significant volumes from few suppliers.
As a result, our automotive OEM and heavy equipment customers have significant
leverage to demand continual price reductions. If we are unable to generate
sufficient production cost savings in the future to offset such price
reductions, our gross margins and profitability will decline.
Our ability to continue to meet customer demands within our automotive and
heavy equipment operations with respect to performance, cost, quality and
service will depend, in part, upon our ability to remain technologically
competitive with our production processes. We may be required to invest
significant additional capital or other resources to meet this continuing
challenge. Our inability to improve our production technologies could lead to
the loss of important customers.
WE HAVE A LIMITED CONSOLIDATED OPERATING HISTORY.
We recently acquired a significant portion of our operations. Our
historical results of operations for 1999, 2000 and 2001 do not include all of
the results of operations of significant businesses acquired in recent periods.
As a result, such data are not necessarily indicative of the results that would
have been achieved if all of the businesses we acquired had been operated on an
integrated basis or of the results that may be realized on a consolidated basis
in the future. For example, the heavy equipment business we purchased from
Eagle-Picher in December 2001, according to public filings, operated at a loss
for the portion of 2001 that it was not owned by us.
WE OPERATE IN CONSOLIDATING INDUSTRIES AND FACE RISKS RELATING TO RECENT AND
FUTURE ACQUISITIONS.
We may make acquisitions in the future in order to enable us to expand into
new geographic markets, add new customers, provide new products, expand
manufacturing and service capabilities or increase automotive model penetration
with existing customers. Integration of recent acquisitions, or any future
acquisitions, may place a strain upon our managerial and financial resources,
including diversion of management's attention to the assimilation of the
acquired business and our assumption of potential liabilities of the acquired
businesses. Realization of the full benefits of our acquisitions will require:
- the integration of administrative, finance, purchasing, engineering,
sales and marketing organizations;
- the coordination of production efforts; and
- the implementation of appropriate operational, financial and management
systems and controls.
We cannot assure you that we will be able to integrate these operations
successfully. Failure to successfully integrate an acquired business could
result in material adverse effects on our results of operations and financial
condition, failure to realize expected earnings contributions and diversion of
senior management's attention from other important matters.
8
WE MAY BE REQUIRED TO MAKE SIGNIFICANT CAPITAL EXPENDITURES TO ATTRACT NEW
AUTOMOTIVE PROGRAM AWARDS WITH NO ASSURANCE OF REVENUES.
Our automotive OEM customers may condition the award of significant new
business on our expansion of manufacturing capacity at current or new locations
in order to meet their production estimates. Despite our capital investment, the
realization of revenue from new program awards is subject to risk and
uncertainty, including delays in new program launches, the number of vehicles
actually produced varying significantly from estimates, and the customer's right
to discontinue a program or replace us with another supplier. In these
circumstances, we may assume significant contractual and other obligations and
spend substantial amounts that we are unable to recapture through earnings,
which would have material adverse effects on our results of operations and
financial condition.
FAILURE TO OBTAIN BUSINESS ON NEW AND REDESIGNED MODEL INTRODUCTIONS WOULD
ADVERSELY AFFECT OUR AUTOMOTIVE BUSINESS.
Our automotive product lines are subject to change as our customers,
including both OEMs and Tier 1 suppliers, introduce new or redesigned products.
We compete in our automotive segment based on engineering, product design,
process capability, quality, cost, delivery and responsiveness. Some of our
competitors have greater financial, marketing, manufacturing and distribution
resources than we have. We also face competition from OEMs and Tier 1 suppliers,
who continually assess the possibility of reducing costs by vertically
integrating or using alternate sources for laser-welded blanks. We compete for
new business both at the beginning of the development phase of new vehicle
models, which generally begins two to five years before the marketing of such
models to the public, and upon the redesign of existing models. Our failure to
obtain business on new models, or to retain or increase business on redesigned
existing models, would adversely affect our net sales.
OUR OPERATING RESULTS MAY FLUCTUATE BECAUSE WE OPERATE IN INDUSTRIES THAT ARE
CHARACTERIZED BY CYCLICALITY AND SEASONALITY, THE EFFECTS OF WHICH MAY HAVE
BEEN MASKED BY OUR HISTORICAL GROWTH TREND.
The automotive industry is highly cyclical and dependent on consumer
spending. Economic factors adversely affecting automotive production and
consumer spending could adversely impact our business. In addition, the
automotive component supply industry is somewhat seasonal. Our net sales and
earnings from operations generally increase during the second calendar quarter
of each year as a result of the automotive industry's spring selling season,
which is the peak sales and production period of the year. Our net sales and
earnings from operations generally decrease during July and December of each
year as a result of changeovers in production lines for new model years as well
as scheduled OEM plant shutdowns for vacations and holidays.
Our heavy equipment operations are dependent on the construction industry,
which can be highly cyclical and heavily dependent on the general health of the
economy. Historically, this industry has typically had lower net sales and
earnings from operations during the first and fourth quarters of the calendar
year.
Our logistics business is not anticipated to be particularly seasonal.
However, the limited operating history since acquisition, and the historical
growth trends in these businesses prior to acquisition, may not reflect the
seasonality, if any, of the logistics business.
Our historical results of operations have generally not reflected typical
cyclical or seasonal fluctuations in net sales and earnings from operations. Our
acquisitions have resulted in a growth trend through successive periods which
has outweighed the effect of typical seasonal fluctuations. We cannot assure you
that our business will continue its historical growth trend, or that it will not
conform to industry norms for seasonality in future periods.
OUR UNIONIZED WORK FORCES AND THOSE OF OUR CUSTOMERS PRESENT THE RISK OF LABOR
INTERRUPTIONS.
Within the automotive supply industry substantially all of the hourly
employees of the OEMs and many Tier 1 suppliers are represented by labor unions.
These employees work pursuant to collective bargaining agreements. Currently the
workers at our automotive facility in Michigan and at our heavy equipment
9
manufacturing facility in Texas are unionized. Our failure or the failure of any
of our 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 our business. Periodically our non-unionized production
facilities are subject to unionization efforts. We cannot assure you our other
facilities will not become unionized in the future.
THE FAILURE OF SET ENTERPRISES, INC. COULD MATERIALLY ADVERSELY AFFECT OUR
FINANCIAL CONDITION.
In February 2001, we sold two of our non-core subsidiaries to SET
Enterprises, Inc. ("SET"), a qualified minority business enterprise providing
metal processing services to the automotive OEMs. We hold $7.6 million in face
value of non-convertible, non-voting preferred stock of SET, subject to
mandatory redemption in 2007, and guarantee $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 our 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 preferred stock upon
maturity, to pay our accounts receivable and to pay its senior debt resulting in
enforcement of our guarantee.
THE OPERATING RESULTS OF OUR LOGISTICS BUSINESS ARE VULNERABLE TO FACTORS
BEYOND OUR CONTROL.
Our logistics net sales and earnings are especially sensitive to events
that are beyond our control, such as weather conditions, economic factors
affecting customers, fuel prices and labor availability. Demand for same-day
delivery and logistics services may decrease as a result of downturns in the
level of general economic activity and employment. The development and increased
popularity of facsimile machines and electronic mail has reduced the demand for
certain types of delivery services, including same-day delivery services.
Similar industry-wide developments may have material adverse effects on our
revenues and expenses.
GOVERNMENT REGULATION OF THE TRANSPORTATION INDUSTRY MAY INCREASE THE
OPERATING COSTS OF OUR LOGISTICS BUSINESS.
At times, federal and state authorities have sought to assert that
independent contractors in the transportation industry are employees rather than
independent contractors. We believe that the independent contractors we use in
some of our logistics operations are not employees under existing
interpretations of federal and state laws. However, federal and state
authorities may continue to challenge this industry position. Further, laws and
regulations, including tax laws, and the interpretations of those laws and
regulations, may change. If, as a result of changes in laws, regulations,
interpretations or enforcement by federal or state authorities, we are required
to pay for and administer added benefits to independent contractors, our
operating costs could substantially increase.
WE MAY FACE CLAIMS IN EXCESS OF OUR INSURANCE COVERAGE IN OUR LOGISTICS
OPERATIONS.
Our logistics operations utilize approximately 2,040 drivers. From time to
time some of those drivers are involved in automobile accidents. We currently
carry liability insurance of $1 million per occurrence, subject to applicable
deductibles, and umbrella coverage of up to $50 million per occurrence. We also
require that independent contractors maintain liability insurance of at least
the minimum amounts required by state law. However, claims against us may exceed
the amounts of our and the independent contractors' insurance coverage. If we
were to experience a material increase in the frequency or severity of
accidents, liability claims or workers' compensation claims, or unfavorable
resolutions of claims, our operating results could be adversely affected.
WE FACE AN INHERENT RISK OF PRODUCT LIABILITY EXPOSURE WITHIN OUR AUTOMOTIVE
AND HEAVY EQUIPMENT OPERATIONS.
We cannot assure you that material product liability losses will not occur
in the future if the failure of one of our products results in personal injury
or death. In addition, if any of our products proves to be defective, we may be
required to participate in a recall involving such products. We maintain
insurance against product liability claims, but we cannot assure you that such
coverage will be adequate and will continue to be available
10
to us on acceptable terms or at all. A successful claim brought against us in
excess of available insurance coverage or a requirement to participate in any
product recall could have a material adverse effect on our business.
OUR OPERATING RESULTS COULD BE ADVERSELY AFFECTED BY THE IMPACT OF
ENVIRONMENTAL AND SAFETY REGULATIONS.
We are subject to the requirements of federal, state and local
environmental and occupational health and safety laws and regulations. We cannot
assure you that we will always be in compliance with all such requirements. We
have made and will continue to make expenditures to comply with environmental
requirements. If we release hazardous substances from one of our properties or
from any of our disposals at offsite disposal locations, or if contamination is
discovered at any of our current or former properties, we may be held liable,
and the amount of such liability could be material.
WE ARE SUBJECT TO RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS THAT COULD
ADVERSELY AFFECT OUR BUSINESS.
We operate production facilities in Ontario, Canada and Acuna, Mexico. Our
business strategy may include the continued expansion of international
operations. We are currently considering an expansion of our laser welding
operations into Australia through a co-location arrangement with Ford. As we
expand our international operations, we will increasingly be subject to the
risks associated with such operations, including:
- fluctuations in currency exchange rates;
- compliance with local laws and other regulatory requirements;
- restrictions on the repatriation of funds;
- inflationary conditions;
- political and economic instability;
- war or other hostilities;
- inconsistent tax structures; and
- expropriation or nationalization of assets.
The inability to effectively manage these and other risks could adversely
affect our results of operations, financial condition and business.
OUR BUSINESS IS DEPENDENT ON OUR KEY PERSONNEL.
Our business is dependent on the efforts and abilities of Robert J.
Skandalaris, our Chairman and Chief Executive Officer, and our other executive
officers. We have employment agreements with Mr. Skandalaris and with certain
other officers. These employment agreements include covenants not to compete
with our automotive business for a period of time following termination of
employment. We cannot assure you, however, that we can enforce these covenants
under applicable law. We do not maintain key-person life insurance on our
executives.
RISKS RELATED TO OUR COMMON STOCK
FOLLOWING THIS OFFERING OUR FOUNDING STOCKHOLDER WILL CONTINUE TO CONTROL A
SIGNIFICANT PERCENTAGE OF OUR COMMON STOCK.
As of the date of this prospectus, Robert J. Skandalaris owned and/or
controlled 39.7% of our outstanding common stock. Following the offering, Mr.
Skandalaris will continue to own or control 26.2% of our common stock. As a
result, Mr. Skandalaris has and will continue to exert significant influence
over the outcome of all matters submitted to a vote of our stockholders,
including the election of directors, amendments to our certificate of
incorporation and approval of significant corporate transactions. His voting
power could also have the effect of delaying, deterring or preventing a change
in control that might be beneficial to other stockholders.
11
OUR CHARTER DOCUMENTS INCLUDE ANTI-TAKEOVER PROVISIONS.
Certain provisions of our certificate of incorporation and bylaws may
inhibit changes in control of Noble not approved by our board of directors.
These provisions include:
- a prohibition on stockholder action through written consents;
- a requirement that special meetings of stockholders be called only by the
board of directors;
- advance notice requirements for stockholder proposals and nominations;
- limitations on the ability of stockholders to amend, alter or repeal our
bylaws; and
- the authority of the board of directors to issue, without stockholder
approval, preferred stock with such terms as the board of directors may
determine.
We are also subject to Section 203 of the Delaware General Corporation Law,
which restricts us from engaging in business combinations with "interested
stockholders." The foregoing provisions may adversely affect the marketability
of our common stock by discouraging potential investors from acquiring our
common stock. In addition, these provisions could make more difficult a merger,
tender offer or proxy contest involving us, or impede an attempt to acquire a
significant or controlling interest in us, even if such events might be
beneficial to us and our stockholders.
A SIGNIFICANT PORTION OF OUR OUTSTANDING SHARES ARE CURRENTLY ELIGIBLE FOR
RESALE AND WE CANNOT PREDICT THE EFFECT OF FUTURE SALES ON OUR MARKET PRICE.
We cannot predict the effect that future sales of our common stock will
have on the market price of our common stock. Sales of substantial amounts of
our common stock, or the perception that such sales could occur, could adversely
affect the market price of our common stock. After this offering, we will have
10,302,155 shares of common stock outstanding. Of those shares, the 3,500,000
shares sold in this offering will be freely tradable unless they are held by
affiliates. Of the remaining 6,802,155 shares, 3,864,782 shares, which are
currently freely tradable, will remain freely tradable and 2,869,802 shares will
be subject to 90-day lock-up agreements. In addition, up to 178,100 shares
issuable upon the exercise of options exercisable as of July 31, 2002, 205,275
shares issuable upon exercise of outstanding warrants and 1,125,590 shares
issuable upon conversion of outstanding 6% convertible subordinated debentures
may become available for sale in the public markets. The 90-day lock-up period
may be shortened upon agreement by the underwriters. We cannot predict if future
sales of our common stock, or the availability of our common stock for sale,
will harm the market price of our common stock or our ability to raise capital
by offering equity securities.
THE POSSIBLE VOLATILITY OF OUR TRADING PRICE INCREASES THE RISK OF AN
INVESTMENT IN OUR COMMON STOCK.
The trading price of our common stock could be subject to significant
fluctuations in response to, among other factors, variations in operating
results, developments in the industries in which we operate, general economic
conditions, fluctuations in interest rates, and changes in securities analysts'
recommendations regarding our securities. Such volatility may adversely affect
the market price of our common stock.
OUR EARNINGS COULD DECLINE IF WE WRITE OFF GOODWILL, WHICH COULD ADVERSELY
AFFECT THE MARKET PRICE OF OUR COMMON STOCK.
As a result of purchase accounting for our various acquisitions, we have
accumulated a substantial amount of goodwill, amounting to $40.8 million as of
June 30, 2002. Due to Statement of Financial Accounting Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets," a new accounting standard that went
into effect for fiscal years beginning after December 15, 2001, goodwill and
other intangible assets with indefinite lives are not amortized but rather
tested for impairment annually and/or when circumstances indicate that their
fair value has been reduced below carrying value. We adopted SFAS No. 142 on
January 1, 2002 and our goodwill no longer will be amortized. We have evaluated
our remaining goodwill as of January 1, 2002 and have determined that there will
be no impairment upon adoption of SFAS No. 142. However, impairment could appear
in future periods.
12
FORWARD-LOOKING STATEMENTS
This prospectus contains and incorporates by reference forward-looking
statements that involve risks and uncertainties within the meaning of the
Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical facts are forward-looking statements. We use words such
as "anticipates," "believes," "expects," "future," "intends," "plans" and
similar expressions to identify forward-looking statements. These statements are
only predictions. Although we do not make forward-looking statements unless we
believe we have a reasonable basis for doing so, we cannot guarantee their
accuracy, and actual results may differ materially from those we anticipate due
to a number of uncertainties, including some presently unknown to us. You should
not place undue reliance on these forward-looking statements, which apply only
as of the date of this prospectus. Our actual results could differ materially
from those anticipated in these forward-looking statements for many reasons.
Factors that could cause actual results to differ are described in the "Risk
Factors" section and elsewhere in this prospectus and include the following:
- our significant amount of outstanding indebtedness;
- our dependence on a limited number of customers;
- our limited consolidated operating history; and
- competitive pressures on our business.
Before you invest in our common stock, you should be aware that the
occurrence of the events described in these risk factors and elsewhere in (or
incorporated into) this prospectus could have material adverse effects on our
business, results of operations, financial condition and stock price.
HISTORY OF THE COMPANY
Since our inception in 1993, we have experienced substantial growth through
internal expansion and the execution of acquisitions in our three principal
operating segments. We believe we approach potential acquisition targets with a
high degree of selectivity, disciplined valuation parameters and a system for
rapid integration of acquired businesses. Our net sales have grown from $3.3
million in 1994 to $138.2 million in 2001 and $115.7 million for the first six
months of 2002. Following is a brief summary of our principal acquisitions and
divestitures by segment since our inception:
AUTOMOTIVE
In February 1994, we commenced active operations with the acquisition of
Noble Component Technologies, Inc. for a purchase price of approximately
$750,000, followed by the sale for $500,000 of non-core assets. In January 1996,
we completed the acquisition of Cass River Coatings, Inc. for $2.0 million.
In November 1997, we completed an initial public offering resulting in
gross proceeds of $29.7 million. The proceeds from the offering were used:
- to acquire Noble Metal Processing, Inc., a supplier of laser-welded
blanks to the automotive industry, for a purchase price of approximately
$18.3 million, making us a leading automotive supplier in a high growth,
technology-driven niche;
- to acquire Noble Metal Forming, Inc. and Utilase Production Process,
Inc., in order to expand our offerings to automotive OEMs, for purchase
prices of $1.0 million and $850,000, respectively; and
- to make capital expenditures to expand our business and to discharge
other obligations.
In July 1998, we acquired Tiercon Plastics, Inc. and Tiercon Coatings, Inc.
for an aggregate purchase price of approximately $32.6 million in cash and
exchangeable preferred shares of our Canadian subsidiary. These acquisitions
allowed us to further expand our range of services to the OEMs and expand our
position in the growing Canadian automotive supply market.
13
In January 2000, we sold Tiercon Plastics, Tiercon Coatings, Cass River
Coatings and Noble Component Technologies for approximately $93.0 million. This
sale divested us of our plastics and coatings division and provided us with an
after tax gain on the sale of approximately $10.0 million.
We hold $7.6 million in face value of non-convertible, non-voting preferred
stock of SET Enterprises, Inc., a qualified minority business enterprise
providing metal processing services to automotive OEMs. In February 2001, we
sold two of our non-core subsidiaries engaged in the manufacture of metal
automotive components to SET for $27.2 million. Our relationship with SET has
allowed us to leverage SET's strengths and capabilities in our non-core metal
processing operations and to strengthen a relationship with a minority-owned
supplier.
HEAVY EQUIPMENT
In December 2001, we purchased the outstanding capital stock of
Construction Equipment Direct, Inc. for $700,000 in cash and stock and acquired
certain assets and assumed liabilities of Eagle-Picher Industries, Inc.'s
construction equipment division for approximately $6.1 million in cash. We
believe these businesses, which now operate as Noble Construction Equipment,
Inc., have already benefited from our knowledge and experience in manufacturing.
Before these acquisitions, we did not operate in the heavy equipment segment.
LOGISTICS
In the third quarter of 2000, we completed the acquisitions of DSI
Holdings, Inc., for a purchase price of $21.0 million plus 156,114 of our common
shares, and of Assured Transportation & Delivery, Inc. and Central
Transportation & Delivery, Inc. for an aggregate purchase price of approximately
$8.9 million less the assumption of certain debt. These acquisitions provided us
with an opportunity to diversify our business with a segment that is less
cyclical and capital-intensive than our laser-welding business. At the time of
their acquisition, the customer base of these businesses, which now operate as
Noble Logistic Services, Inc., consisted almost wholly of auto parts and other
automotive-related shippers. We have begun to diversify the customer base of our
logistics segment away from automotive-related shippers with an estimated 37% of
our logistics segment's net sales now coming from non-automotive shippers.
14
USE OF PROCEEDS
The net proceeds from this offering are estimated to be approximately $34.4
million ($39.7 million if the underwriters' over-allotment option is exercised
in full) after deducting the underwriting discounts and commissions and
estimated offering expenses. We intend to use the net proceeds of this offering
to reduce the outstanding balance under our credit facility or other
indebtedness described below. This will increase our borrowing capacity, which
we will use as needed for capital expenditures and working capital associated
with planned expansion of our operations between 2002 and 2004. We may also use
a portion of our available borrowing capacity for potential acquisitions and
other general corporate purposes. We have no current arrangements, commitments
or understandings, however, to acquire any business. In an effort to minimize
dilution to future earnings per share that might be experienced by the holders
of our common stock (including holders of the shares offered hereby), we intend
to call for redemption and redeem, or otherwise purchase, retire, or exchange
for non-equity-linked securities, all or as large a portion as possible of our
outstanding 6% convertible subordinated debentures if and when, as soon as
practicable after the closing of this offering, we determine in our reasonable
business judgment that we have sufficient cash and credit available for that
purpose.
At June 30, 2002, the outstanding balance on our revolving line of credit
was approximately $53.4 million and bore interest at the rate of approximately
4.0% per annum. Our revolving line of credit matures in September 2002, though
we recently obtained a commitment to extend the maturity to September 2005. Our
other principal form of indebtedness is $16.1 million in face value of 6%
convertible subordinated debentures due July 31, 2005. Interest on the
debentures is payable on January 31 and July 31 of each year and the debentures
are currently redeemable by us at 102.5% of the principal amount. The debentures
are convertible into common stock at a conversion price of $14.3125 per share
(subject to adjustment). We also have $3.5 million in face value of outstanding
7% junior subordinated notes due December 1, 2003. We may redeem the junior
notes upon five days' notice without penalty or premium.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
Our common stock is traded on the Nasdaq National Market under the symbol
NOBL. Prior to June 30, 1998 our common stock traded on the American Stock
Exchange under the symbol NIL. The following table sets forth, for the periods
indicated, the high and low closing sales prices per share of our common stock,
and the cash dividends we have declared:
CASH DIVIDENDS
HIGH LOW DECLARED
------ ------ --------------
2000:
First Quarter.................................. $16.10 $12.56 --
Second Quarter................................. $15.49 $ 7.56 $0.075
Third Quarter.................................. $ 9.02 $ 6.07 $0.075
Fourth Quarter................................. $ 7.35 $ 4.38 $0.075
2001:
First Quarter.................................. $ 5.75 $ 4.31 $0.075
Second Quarter................................. $ 6.75 $ 4.41 $0.075
Third Quarter.................................. $ 7.80 $ 4.75 $0.075
Fourth Quarter................................. $ 8.19 $ 5.07 $0.075
2002:
First Quarter.................................. $14.31 $ 8.19 $0.08
Second Quarter................................. $15.30 $10.54 $0.08
Third Quarter (through September 20)........... $11.63 $ 8.97 $ 0.08
------ ------
The closing sale price of our common stock on September 20, 2002, was
$10.60. As of July 31, 2002 there were 6,802,155 shares of common stock
outstanding, held by approximately 76 record holders.
15
During the fiscal years ended December 31, 2000 and 2001, we paid $1.6
million and $2.0 million in dividends, respectively. The dividend payments were
made pursuant to resolutions of our board of directors in May 2000 and May 2001
to pay regular quarterly cash dividends of $0.075 per share. In February 2002,
our board of directors increased the quarterly dividend to $0.08 per share. Our
board of directors has approved the continuation of dividend payments, subject
to compliance with applicable law, through May 2003, and we currently intend to
continue making quarterly dividend payments thereafter. The payment of dividends
on our common stock is within the sole discretion of our board of directors and
will depend on several factors, including our financial condition, our results
of operations, and our cash flows. Our ability to pay such cash dividends is not
materially limited by our debt covenants.
16
CAPITALIZATION
The following table sets forth our capitalization as of June 30, 2002:
- on an actual basis; and
- on a pro forma basis to give effect to the sale of all of the shares of
common stock in this offering at an assumed public offering price of
$10.60 per share and the application of the net proceeds, after deducting
estimated underwriting discounts and commissions and our estimated
offering expenses.
You should read this table in conjunction with our financial statements and
related notes appearing elsewhere in this prospectus and "Use of Proceeds" on
page 16 and "Description of Capital Stock" beginning on page 44.
AS OF JUNE 30, 2002
----------------------
PRO FORMA
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)
Current portion of long-term debt........................... $ 256 $ 256
-------- --------
Long-term debt, net of current portion...................... 54,092 19,668
-------- --------
Convertible subordinated debentures......................... 16,109 16,109
Junior subordinated notes................................... 3,454 3,454
Stockholders' equity
Preferred stock, $10 par value, 10% cumulative, authorized
150,000 shares......................................... -- --
Common stock, $.001 par value, authorized 20,000,000
shares, issued 7,627,400 shares actual and 11,127,400
shares as adjusted..................................... 23,953 58,377
Paid-in capital -- warrants, $10 per common share exercise
price, 90,000 warrants outstanding..................... 121 121
Retained earnings......................................... 27,335 27,335
Accumulated comprehensive loss............................ (349) (349)
-------- --------
Total stockholders' equity............................. 51,060 85,484
-------- --------
Total capitalization................................. $124,971 $124,971
======== ========
The outstanding share information in the table above is based on the number
of shares outstanding as of June 30, 2002. The table above excludes:
- 439,400 shares of common stock issuable upon exercise of outstanding
options at a weighted-average exercise price of $7.53 per share;
- 205,275 shares of common stock issuable upon exercise of outstanding
warrants at a weighted-average exercise price of $10.61 per share;
- 1,125,590 shares issuable upon conversion of outstanding 6% convertible
subordinated debentures at a conversion price of $14.3125 per share,
subject to decrease in certain circumstances, which may include this
offering; and
- any shares issuable upon exercise of the underwriters' over-allotment
option. See "Underwriting."
17
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
The following table sets forth our selected consolidated financial and
operating data with respect to the periods indicated. This information should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our Consolidated Financial Statements,
including the Notes thereto, appearing elsewhere in this prospectus. The
selected consolidated financial data as of and for each of the fiscal years
ended December 31, 1997 through December 31, 2000 have been derived from our
Consolidated Financial Statements, which statements have been audited by Grant
Thornton LLP, independent public accountants. The selected consolidated
financial data as of and for the fiscal year ended December 31, 2001 have been
derived from our Consolidated Financial Statements, which statements have been
audited by Deloitte & Touche LLP, independent public accountants. The operating
data set forth below are unaudited. The selected consolidated financial data as
of and for the six-month periods ended June 30, 2001 and 2002 have been derived
from our unaudited Consolidated Financial Statements which, in our opinion,
reflect all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the information contained therein. Data for the
six-month period ended June 30, 2002 is not necessarily indicative of results to
be expected for the fiscal year ended December 31, 2002.
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------------------------------------------- ------------------------
1997 1998 1999 2000 2001 2001 2002
--------- --------- --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENTS OF OPERATIONS
DATA:
Net sales:
Product............................ $ 12,243 $ 60,273 $ 85,266 $ 87,955 $ 77,290 $ 30,462 $ 82,703
Services........................... -- -- -- 21,826 60,938 29,633 32,998
--------- --------- --------- --------- --------- --------- ---------
Total net sales...................... 12,243 60,273 85,266 109,781 138,228 60,095 115,701
Cost of sales
Products........................... 6,440 40,581 56,438 64,457 59,234 21,960 69,329
Services........................... -- -- -- 17,219 48,239 23,162 26,375
--------- --------- --------- --------- --------- --------- ---------
Total cost of sales.................. 6,440 40,581 56,438 81,676 107,473 45,122 95,704
--------- --------- --------- --------- --------- --------- ---------
Gross margin......................... 5,803 19,692 28,828 28,105 30,755 14,973 19,997
Selling, general and administrative
expenses........................... 3,248 11,847 15,760 23,004 22,472 10,649 13,086
--------- --------- --------- --------- --------- --------- ---------
Operating profit..................... 2,555 7,845 13,068 5,101 8,283 4,324 6,911
Interest expense..................... (553) (844) (1,819) (2,929) (4,586) (2,620) (1,520)
Other, net........................... (142) 47 280 240 3,203 1,592 293
Earnings from continuing operations
before income taxes, minority
interest and extraordinary item.... 1,860 7,048 11,529 2,412 6,900 3,296 5,684
Minority interest.................... 23 55 -- -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Earnings before income taxes and
extraordinary item................. 1,837 6,993 11,529 2,412 6,900 3,296 5,684
Income tax expense................... 718 2,742 4,235 1,196 2,805 2,354 2,107
--------- --------- --------- --------- --------- --------- ---------
Earnings from continuing operations
before extraordinary item.......... 1,119 4,251 7,294 1,216 4,095 942 3,577
Earnings (loss) from discontinued
operations......................... (402) 139 (472) (115) -- -- --
Gain on sale of discontinued
operations......................... -- -- -- 10,044(1) -- -- --
Extraordinary item................... -- 606(2) -- (304)(2) 1,567(3) -- --
--------- --------- --------- --------- --------- --------- ---------
Net earnings......................... 717 4,996 6,822 10,841 5,662 942 3,577
Preferred stock dividends............ 144 18 61 49 27 19 10
--------- --------- --------- --------- --------- --------- ---------
Net earnings on common shares........ $ 573 $ 4,978 $ 6,761 $ 10,792 $ 5,635 $ 923 $ 3,567
========= ========= ========= ========= ========= ========= =========
Basic earnings per common share:
Earnings per common share from
continuing operations before
extraordinary item............... $ 0.22 $ 0.59 $ 1.01 $ 0.16 $ 0.61 $ 0.14 $ 0.53
Earnings (loss) per common share
from discontinued operations
before extraordinary item........ (0.09) 0.02 (0.07) 1.40 -- -- --
Extraordinary item................... -- 0.09(2) -- (0.04)(2) 0.24(3) -- --
--------- --------- --------- --------- --------- --------- ---------
Basic earnings per common share...... $ 0.13 $ 0.70 $ 0.94 $ 1.52 $ 0.85 $ 0.14 $ 0.53
--------- --------- --------- --------- --------- --------- ---------
Basic weighted average common shares
outstanding........................ 4,285,134 7,161,872 7,192,328 7,112,311 6,626,212 6,634,571 6,740,327
========= ========= ========= ========= ========= ========= =========
18
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------------------------------------------- ------------------------
1997 1998 1999 2000 2001 2001 2002
--------- --------- --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Diluted earnings per common share:
Earnings per common share from
continuing operations before
extraordinary item............... $ 0.22 $ 0.58 $ 0.92 $ 0.16 $ 0.61 $ 0.14 $ 0.49(5)
Earnings (loss) per common share
from discontinued operations
before extraordinary item........ (0.09) 0.02 (0.05) 1.37 -- -- --
Extraordinary item................... -- 0.08(2) -- (0.04)(2) 0.24(3) -- --
--------- --------- --------- --------- --------- --------- ---------
Diluted earnings per common share.... $ 0.13 $ 0.68 $ 0.87 $ 1.49 $ 0.85 $ 0.14 $ 0.49(5)
--------- --------- --------- --------- --------- --------- ---------
Diluted weighted average shares
outstanding........................ 4,285,134 7,304,148 8,530,981 7,234,786 6,650,861 6,665,137 8,094,139(5)
========= ========= ========= ========= ========= ========= =========
Cash dividends declared per common
share.............................. $ 0.000 $ 0.000 $ 0.000 $ 0.225 $ 0.300 $ 0.15 $ 0.16
OTHER FINANCIAL INFORMATION:
EBITDA from continuing
operations(4).................... $ 3,066 $ 11,797 $ 19,977 $ 13,358 $ 18,878 $ 9,539 $ 10,179
Cash flow provided by (used in):
Continuing operations............ 1,140 8,228 10,599 9,224 419 1,360 1,553
Discontinued operations.......... (2,433) (42,133) (23,432) (115) -- -- --
Investing activities............. (11,995) (26,181) (16,235) 47,447 9,412 15,892 (2,982)
Financing activities............. 14,926 59,313 28,823 (56,062) (9,865) (17,831) 1,039
CONSOLIDATED BALANCE SHEET DATA:
Total assets....................... 64,630 136,392 174,805 145,207 156,939 124,416 160,489
Net assets held for sale........... 1,978 44,250 67,210 -- -- -- --
Working capital (deficiency)....... 5,860 46,879 71,979 9,322 (27,389) 4,582 28,110
Total debt......................... 26,953 87,952 117,588 73,774 71,393 60,554 73,911
Stockholders' equity............... 27,610 32,337 39,853 43,841 47,381 42,778 51,060
---------------
(1) In January 2000, we divested our Tiercon Industries, Inc. automotive
plastics and coatings business for $93.0 million in cash and stock,
resulting in an after-tax gain of $10.0 million.
(2) An extraordinary gain of $606,000 was recorded as a result of the discounted
prepayment of unsecured subordinated promissory notes payable to DCT, Inc.
and an officer of one of our subsidiaries on December 17, 1998. These notes
had an aggregate principal face amount of approximately $10.1 million and,
together with accrued interest, were repurchased at a price of $9.7 million
in cash. In 2000, an extraordinary loss of $304,000 was recorded as a result
of the repurchase of a portion of our 6% convertible debentures. These
convertible debentures had a face amount of $6.4 million and unamortized
offering expenses of $425,000 and were repurchased at a price of $6.4
million in cash.
(3) An after-tax extraordinary gain of $1.6 million was recorded in connection
with our acquisition of certain assets of Eagle-Picher Industries, Inc.'s
construction equipment division in December 2001. This gain was the result
of the implementation of Statement of Financial Accounting Standards No.
141, "Business Combinations," 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.
(4) EBITDA represents earnings 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 our competitors. Our EBITDA from continuing
operations has fluctuated as a result of the divestiture of businesses that
were not classified as discontinued operations. The most prominent of these
divestitures was the sale of Noble Metal Processing-Midwest, Inc. and Noble
Metal Forming, Inc. in 2001.
(5) As restated to reflect the inclusion of the shares issuable upon the
conversion of outstanding 6% convertible subordinated debentures. See Note F
to the interim financial statements.
19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
We are the leading supplier of laser-welded blanks to the North American
automotive industry; a provider of complete products and component assemblies to
the heavy equipment industry; and a leading provider of same-day delivery
services in the logistics industry.
Automotive. As the leading supplier of laser-welded blanks to the North
American automotive industry, we provide design, engineering, manufacturing,
complete program management and other services to the automotive market. The
automotive segment has historically been our largest contributor in terms of
both net sales and pretax profit. This business has been successful due to the
continued acceptance of, and growth in, the application of laser welding
technology by the automotive industry. We anticipate that this segment in 2002
will continue to be our largest segment as measured by both net sales and pretax
profit. Of our operating segments, the automotive segment is the most capital
intensive. Capital expenditures are necessary in order to create the capacity
required to meet customers' increased use of laser-welded components. Our
customers typically award business to us and issue purchase orders on a periodic
basis for production. Automotive suppliers typically will produce parts for the
life of the platform and/or model (five to seven years for cars and five to ten
years for trucks). Usually a customer will only move laser-welding awards to
another supplier if the current supplier has quality or delivery problems. Our
customers have never moved production from us for these reasons, and we have
never lost business awarded to us upon a new product launch. Furthermore, we
periodically have benefited from business transferred to us from our competitors
at the customers' request. Our automotive segment's largest cost categories are
direct production labor and material. Material consists primarily of steel that
is used in the production of laser-welded blanks. Direct production labor
consists of the manpower necessary to operate machine stations used in the laser
welding process. Steel used in our automotive segment is typically purchased
from a steel company designated by the end-user of our products or from the OEM
under a steel resale program. Under either scenario we do not incur price risk
on our steel purchases as the steel is resold to the customer under an
arrangement that compensates us modestly for material handling and for the
carrying cost of the steel.
Heavy Equipment. As a provider to the heavy equipment industry, we provide
design, engineering, program management and manufacturing services. We acquired
our heavy equipment business in December 2001, recognizing an opportunity to
capitalize on our manufacturing expertise and to provide us with another growth
vehicle. Although the heavy equipment segment can be capital intensive, we do
not expect significant expenditures in the short-term. Although we have only
held this segment for a short period of time, it contributed to our pretax
earnings in the six months ended June 30, 2002 and is expected to continue to
contribute to our earnings. Our heavy equipment segment currently has a contract
with Caterpillar, Inc. to produce wheeled tractor scrapers. Caterpillar sets
production in 90-day increments and no minimum production commitment by
Caterpillar is assured. Our production of all-terrain fork trucks and
pull-scrapers is based on orders received from customers. Our heavy equipment
segment's largest cost categories are direct production labor and material.
Direct labor consists of welders and machine station operators who manufacture
the products. Material consists primarily of steel and purchased parts.
Logistics. As a provider of same-day delivery services, we provide
cost-effective delivery solutions to a variety of customers allowing them to
focus on their core businesses. The logistics segment, our only service segment,
made progress during 2001 in terms of both revenue growth and pretax loss
improvements. Our logistics segment was profitable for the six months ended June
30, 2002. We expect the logistics segment to make a positive contribution to
pretax profit in the future. Our logistics segment has contracts in place with
its customers, but the majority of these contracts are cancelable by the
customer upon 30-days' notice to us. The logistics segment is labor-intensive as
opposed to the capital intensity found in our automotive and heavy equipment
segments. The cost structure is highly variable as the largest operating costs
are related to drivers and vehicle operating costs, such as mileage and fuel
related to the delivery of services to our customers. Prior to January 1, 2002,
we classified our distribution business as a separate segment. Our distribution
business was our smallest operating segment, representing approximately 3% of
revenue in 2001, and is now included in our
20
logistics segment for financial reporting purposes. Our distribution business
has successfully operated in the competitive tooling component and paint and
coatings industry, and we expect it to continue to make positive contributions
to pretax profit.
The following table sets forth the net sales of each of our three operating
segments for the year ended December 31, 2001 and the six months ended June 30,
2002 (unaudited):
HEAVY
AUTOMOTIVE EQUIPMENT LOGISTICS TOTAL
---------- --------- --------- --------
(DOLLARS IN THOUSANDS)
Year ended December 31, 2001............... $70,769 $ 2,180 $65,279 $138,228
Percentage of total 2001 net sales......... 51.2% 1.6% 47.2% 100.0%
Six months ended June 30, 2002............. $56,283 $24,187 $35,231 $115,701
Percentage of total first half 2002 net
sales.................................... 48.6% 20.9% 30.5% 100.0%
Divestitures. We have made two significant divestitures of businesses over
the past three years. In 2000, we sold our plastics and coatings division for
$93.0 million and recognized a $10.0 million after-tax gain on the sale. In
2001, we sold our metal processing businesses, Noble Metal Processing-Midwest,
Inc. and Noble Metal Forming, Inc., to a qualified minority supplier, for $27.2
million, at no book gain or loss. These divestitures resulted in reduced debt,
net sales and EBITDA. The negative impact on net income was minimal as we were
able to reapply the cash proceeds of these transactions at rates of return
equivalent to the earnings of the divested businesses.
21
RESULTS OF OPERATIONS
The following table sets forth certain financial data for Noble for each of
the three years ended December 31, 1999, 2000 and 2001 and the six-month periods
ended June 30, 2001 and 2002:
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
--------------------------- ------------------
1999 2000 2001 2001 2002
------- ------- ------- ------- --------
(IN THOUSANDS)
Net sales:
Products............................. $85,266 $87,955 $77,290 $30,462 $ 82,703
Services............................. -- 21,826 60,938 29,633 32,998
------- ------- ------- ------- --------
Total net sales...................... 85,266 109,781 138,228 60,095 115,701
------- ------- ------- ------- --------
Cost of sales:
Products........................... 56,438 64,457 59,234 21,960 69,329
Services........................... -- 17,219 48,239 23,162 26,375
------- ------- ------- ------- --------
Total cost of sales.................. 56,438 81,676 107,473 45,122 95,704
------- ------- ------- ------- --------
Gross margin......................... 28,828 28,105 30,755 14,973 19,997
Selling, general and administrative
expenses........................... 15,760 23,004 22,472 10,649 13,086
------- ------- ------- ------- --------
Operating profit..................... 13,068 5,101 8,283 4,324 6,911
Loss from unconsolidated affiliate... -- -- -- (210) --
Interest income...................... 4 5 1,587 1,282 476
Interest expense..................... (1,819) (2,929) (4,586) (2,620) (1,520)
Other, net........................... 276 235 1,616 520 (183)
------- ------- ------- ------- --------
Earnings from continuing operations
before taxes....................... 11,529 2,412 6,900 3,296 5,684
Income tax expense................... 4,235 1,196 2,805 2,354 2,107
------- ------- ------- ------- --------
Earnings from continuing operations
before extraordinary item.......... 7,294 1,216 4,095 942 3,577
(Loss) from discontinued
operations......................... (472) (115) -- -- --
Gain on sale of discontinued
operations......................... -- 10,044 -- -- --
------- ------- ------- ------- --------
Earnings before extraordinary item... 6,822 11,145 4,095 942 3,577
Extraordinary item -- extinguishment
of debt............................ -- (304) -- -- --
Extraordinary item -- gain on
acquisition........................ -- -- 1,567 -- --
------- ------- ------- ------- --------
Net earnings......................... 6,822 10,841 5,662 942 3,577
Preferred stock dividends............ 61 49 27 19 10
------- ------- ------- ------- --------
Net earnings on common shares........ $ 6,761 $10,792 $ 5,635 $ 923 $ 3,567
======= ======= ======= ======= ========
SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30, 2001
Net Sales. Our net sales for the six months ended June 30, 2002 reached
$115.7 million, an increase of $55.6 million, or 92.5%, compared to the same
period of 2001. The increase in sales is attributable to increased revenue from
all operating segments. The automotive segment increased sales by 100.5% for the
six-month period. This increase was primarily the result of increased
value-added sales resulting from the utilization of laser-welded components on
more vehicle models and platforms. In addition, our automotive segment's revenue
was positively impacted by increased steel sales. Our logistics segment
experienced increased sales of
22
10.0% for the six-month period as this segment continues to execute its
strategy. Our net sales were also positively impacted in 2002 by the inclusion
of net sales of our heavy equipment segment of $24.2 million for the six-month
period. Our heavy equipment segment was acquired in December 2001.
Cost of Sales. Our cost of sales for the six-month period ended June 30,
2002 increased by $50.6 million to $95.7 million, an increase of 112.1% compared
to the same period in 2001. The increase was primarily the result of increased
net sales across all segments, increased steel purchases and the inclusion of
our heavy equipment segment acquired in December 2001. Cost of sales as a
percentage of net sales increased from 75.1% for the six-month period ended June
30, 2001 to 82.7% for the same period in 2002. The increase in the percentage of
cost of sales to net sales for the six-month period is due to the increased
steel sales in our automotive segment as we transition to a full service
supplier from a toll processor, as well as the inclusion of our heavy equipment
segment, which has a higher cost of sales as a percentage of sales than our
other operating segments. Our logistics segment experienced cost of sales as a
percentage of sales consistent with historical results.
Gross Margin. Our gross margin increased $5.0 million, or 33.6%, to $20.0
million for the period ending June 30, 2002 from $15.0 million for the
comparable period in 2001. The increase was primarily the result of the
inclusion of our heavy equipment segment, as well as increased sales in our
other operating segments. Gross margin as a percentage of net sales decreased
from 24.9% in the 2001 six-month period to 17.3% in the 2002 period. The
decrease in gross margin as a percentage of sales was primarily the result of
increased steel sales within the automotive segment and the inclusion of the
heavy equipment segment, as noted above.
Selling, General and Administrative Expenses. Our selling, general and
administrative expenses increased by $2.4 million, or 22.9%, to $13.1 million
for the six-month period ended June 30, 2002 as compared to $10.6 million in the
comparable period of 2001. This increase was primarily the result of the
inclusion of our heavy equipment segment, acquired in December 2001, partially
offset by expense reductions in our logistics segment. As a percentage of net
sales, such expenses decreased to 11.3% for the six months ended June 30, 2002
from 17.7% for the six months ended June 30, 2001.
Operating Profit. As a result of the foregoing factors, operating profit
increased $2.6 million, or 59.8%, to $6.9 million for the six-month period ended
June 30, 2002 from $4.3 million for the same period in 2001. As a percentage of
net sales, operating profit decreased slightly to 6.0% for the six months ended
June 30, 2002 from 7.2% for the six months ended June 30, 2001.
Interest Income. Our interest income decreased by $806,000, or 62.9%, to
$476,000 for the six-month period ended June 30, 2002 from $1.3 million for the
same period in 2001. The decrease was the result of lower notes receivable
balances related to the sale of businesses in 2001.
Interest Expense. Our interest expense decreased 42.0%, to $1.5 million,
for the six months ended June 30, 2002 from $2.6 million for the comparable
period of 2001. The reduction was the result of lower interest rates and, to a
lesser extent, lower borrowings.
Income Tax Expense. Our income tax expense for the six-month period ended
June 30, 2002 decreased 10.5%, or $247,000, to $2.1 million from $2.4 million
for the comparable period in 2001. The decrease was primarily the result of a
one-time $1.1 million tax expense in the 2001 period related to a difference
between the tax and book bases for businesses sold.
Net Earnings. As a result of the foregoing factors, net earnings for the
six-month period ended June 30, 2002 increased to $3.6 million from $942,000 for
the comparable period of the prior year, an increase of 286.5%.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Net Sales. Our net sales increased by $28.4 million, or 25.9%, to $138.2
million for 2001 from $109.8 million for 2000. When adjusted for businesses sold
in 2001, revenue increased by $69.9 million, or 106.1%. This significant
increase in sales was primarily attributable to two factors. First, our
automotive segment, primarily laser welding, increased revenue by $28.5 million,
or 71.5%, to $68.4 million from $39.9 million in 2000, when adjusted for the
sale of businesses in 2001. This increase in revenue was the result
23
of increased acceptance of our laser welding technology on new and redesigned
vehicle platforms, as well as increased steel sales when compared to 2000.
Second, our logistics segment increased revenue $39.1 million, or 179.2%, to
$60.9 million from $21.8 million in 2000. The increased revenue in our logistics
segment was primarily the result of a full year of ownership, as well as this
segment's success in executing its strategy in gaining new customers.
Cost of Sales. Our cost of sales increased by $25.8 million, or 31.6%, to
$107.5 million for 2001 from $81.7 million for 2000. When adjusted for the sale
of businesses during the year, cost of sales increased $59.5 million, or 130.4%.
This increase in cost of sales was primarily attributable to increased
production volume within our automotive segment related to value added services
and steel. In addition, cost of sales increased due to the inclusion of the full
year results of our logistics segment. As a percentage of net sales, cost of
sales increased to 77.8% in 2001 from 74.4% in 2000. When adjusted for the sale
of businesses during the year, cost of sales as a percentage of net sales
increased to 77.4% in 2001 from 69.3% in 2000. This increase in cost of sales as
a percentage of net sales was primarily the result of the inclusion of our
logistics segment for the full year of 2001. Our logistics segment tends to
operate with higher cost of sales as a percentage of net sales than our other
operating entities.
Gross Margin. Our gross margin increased $2.7 million, or 9.4%, to $30.8
million for 2001 from $28.1 million for 2000. When adjusted for the sale of
businesses during the year, gross margin increased $10.5 million, or 52.4%. As a
percentage of sales, gross margin decreased to 22.2% in 2001 from 25.6% in 2000.
When adjusted for the sale of businesses, gross margin as a percentage of net
sales decreased to 22.6% in 2001 from 30.5% in 2000. The dollar increase in
gross margin was primarily the result of increased volume in value-added
services within our automotive segment combined with the full year ownership of
our logistics segment. As a percentage of net sales, the gross margin decline
was primarily the result of lower gross margins in our logistics segment.
Selling, General and Administrative Expenses. Our selling, general and
administrative expenses decreased $532,000, or 2.3%, to $22.5 million for 2001
from $23.0 million for 2000. When adjusted for the sale of businesses during the
year, selling, general and administrative expenses increased $3.5 million, or
18.9%. This increase was primarily the result of the inclusion of our logistics
segment for the full year, partially offset by lower expenses within our
automotive segment. As a percentage of net sales, such expenses decreased to
16.3% for 2001 from 21.0% for 2000. When adjusted for the sale of business
during the year, such expenses as a percentage of net sales decreased to 16.4%
in 2001 from 28.3% in 2000.
Operating Profit. As a result of the foregoing factors, operating profit
increased $3.2 million, or 62.4%, to $8.3 million for 2001 from $5.1 million for
2000. When adjusted for the sale of businesses during the year, operating profit
increased $7.0 million. As a percentage of net sales, operating profit increased
to 6.0% for 2001 from 4.6% for 2000.
Interest Expense. Our interest expense increased $1.7 million, or 56.6%,
to $4.6 million for 2001 from $2.9 million for 2000. The increase in interest
expense was primarily due to increased borrowings related to the acquisition of
our logistics segment during the third quarter of 2000, the temporary financing
of the sale of businesses during the first and second quarters, and investments
in property, plant and equipment.
Interest Income. Our interest income for 2001 of $1.6 million was
primarily the result of the temporary financing by us of the sale of businesses
during the first and second quarters of 2001, as well as a note receivable
related to the same transaction.
Other Income. Our other income increased $1.4 million to $1.6 million for
2001 from $235,000 for 2000. This increase is primarily the result of the
assignment of rights related to a prior acquisition for $615,000 and the
recording of fee income of $1.0 million related to the arrangement of financing
for the purchaser in connection with the sale of businesses earlier this year.
This income was partially offset by our recognition of losses related to another
acquisition in the third quarter.
Income Tax Expense. Our income tax expense increased $1.6 million, or
135%, to $2.8 million for 2001 from $1.2 million in 2000. This increase was
primarily due to increased earnings before tax. In addition, we incurred a
one-time income tax charge of $1.1 million in connection with the difference
between the book and
24
tax basis from the sale of businesses in 2001. We 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 $2.9 million, or 249%,
to $4.1 million for 2001 from $1.2 million for 2000.
Extraordinary Item. An after-tax extraordinary gain of $1.6 million was
recorded in connection with our acquisition of certain assets of Eagle-Picher
Industries' construction equipment division. This gain was the result of the
implementation of Statement of Financial Accounting Standards No. 141, "Business
Combinations," 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.
YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999
Net Sales. Our net sales increased by $24.5 million, or 28.8%, to $109.8
million for 2000 from $85.3 million for 1999. The substantial increase in net
sales is primarily attributable to the acquisition of our logistics segment
during the third quarter of 2000 and increased sales of laser-welded blanks.
Logistics segment sales were $21.8 million in 2000. This represented 89.0% of
the year over year sales increase.
Cost of Sales. Our cost of sales increased by $25.2 million, or 44.7%, to
$81.7 million for 2000 from $56.4 million for 1999. As a percent of net sales,
cost of sales increased to 74.4% from 66.1% primarily due to the inclusion of
our logistics segment, which has higher costs of sales as a percentage of net
sales. In addition, 2000 costs of sales included an unfavorable mix of products
produced and longer plant shutdowns within our automotive segment as compared to
1999.
Gross Margin. The increased level of net sales, primarily due to the
acquisition of our logistics segment, was more than offset by the decrease in
margin within our automotive segment. This resulted in a decrease of gross
margin to $28.1 million for 2000 from $28.8 million for 1999, a decline of 2.5%.
As a percentage of net sales, gross margin fell to 25.6% in 2000 from 33.8% in
1999.
Selling, General and Administrative Expenses. Our selling, general and
administrative expenses increased by $7.2 million, or 45.6%, to $23.0 million
for 2000 from $15.8 million for 1999. This increase was primarily due to the
acquisition of our logistics segment and the integration costs associated with
the acquisition, as well as a $3.9 million restructuring charge recorded in the
fourth quarter of 2000 related to the consolidation of operations within our
automotive segment. As a percentage of net sales, such expenses increased to
21.0% for 2000 from 18.5% for 1999.
Operating Profit. As a result of the foregoing factors, operating profit
decreased by $8.0 million, or 61.1%, to $5.1 million for 2000 from $13.1 million
for the prior year. As a percentage of net sales, operating profit decreased to
4.6% for 2000 from 15.3% for 1999.
Interest Expense. Our interest expense increased by $1.1 million, or
61.1%, to $2.9 million for 2000 from $1.8 million for 1999. The increase was
primarily attributable to increases in our long-term debt to finance additions
to property, plant and equipment; higher working capital related to increased
sales; as well as to the acquisition of our logistics business.
Net Earnings. As a result of the foregoing factors, net earnings from
continuing operations before extraordinary item decreased by $6.1 million to
$1.2 million for 2000 from $7.3 million for 1999.
LIQUIDITY AND CAPITAL RESOURCES
Our cash requirements have historically been satisfied through a
combination of cash flow from operations and equity and debt financings. Working
capital needs and capital expenditure requirements have increased as a result of
our growth and are expected to continue to increase as a result of anticipated
growth. Anticipated increases in required working capital and capital
expenditures are expected to be met from our cash flow from operations,
revolving credit borrowings, equipment financing and the net proceeds of this
offering.
25
We generated cash from continuing operations of $419,000 for the year ended
December 31, 2001 and $1.6 million for the six-months ended June 30, 2002. Net
cash generated by continuing operations in these periods was primarily the
result of net earnings and increases in accounts payable, as well as
depreciation and amortization expenses. This was partially offset by increases
in assets, inventory and accounts receivable and, for the 2001 period, decreases
in income taxes payable and accrued liabilities. The significant increase in
accounts receivable in 2001 of $15.0 million is primarily the result of the
acquisition of our heavy equipment business and the increased sale of steel as
part of our automotive operations. The increase in inventories of $5.4 million
is also primarily the result of the acquisition of our heavy equipment business.
We generated cash from investing activities of $9.4 million for the year
ended December 31, 2001. This was primarily the result of the sale of two
businesses as well as the sale of certain real estate, partially offset by the
purchase of our heavy equipment business and expenditures for property, plant
and equipment. We used cash from investing activities of $3.0 million for the
six months ended June 30, 2002. This was primarily the result of purchases of
property, plant and equipment, partially offset by the sale of real estate.
We used $9.9 million in cash flow from financing activities for the year
ended December 31, 2001, primarily for payments on bank borrowings as discussed
below. We made payments on long-term debt of $6.3 million; extinguished
convertible subordinated debentures of $1.1 million; redeemed common and
preferred stock of $1.3 million; paid dividends of $2.0 million; and issued
common stock of $1.2 million. For the six months ended June 30, 2002, financing
activities provided cash of $1.0 million, primarily from net borrowings on our
credit facility.
In February 2002, National Steel, Inc. filed for Chapter 11 bankruptcy
protection. We have a pre-petition account receivable in the amount of
approximately $1.2 million. We are in the process of determining the likelihood
of collection, but have created a reserve of $200,000 for the possibly
uncollectable amount of this receivable. National Steel continues to operate and
appears to be experiencing operational improvement coupled with increases in
steel prices. We do not believe that National Steel's condition, or possible
impairment of our receivable, will have a material adverse impact on our
business.
We maintain a revolving credit facility with Comerica Bank. The amount of
the credit facility was $50.0 million at December 31, 2001. At December 31, 2001
we had borrowed $752,000 greater than our credit facility with the permission of
the lender. The credit facility was increased to $52.5 million in March 2002 and
to $60.0 million in May 2002. The credit facility expires in September 2002. We
successfully negotiated a commitment for a new credit facility in the amount of
$60 million in May 2002, to be effective in September 2002 and expire in
September 2005. We therefore have reclassified our senior debt from current to
long-term liabilities. The credit facility is secured by substantially all of
our assets and provides for the issuance of up to $5.0 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 us with borrowing options for multi-currency loans. Borrowing options
include a Eurocurrency rate, or a base rate. Advances under the credit facility
bore interest at an effective rate of approximately 4.0% and 4.7% as of June 30,
2002 and December 31, 2001, respectively. Costs of originating the credit
facility of $735,000 are being amortized over three years. The unamortized
balance of origination costs was $105,000 at December 31, 2001 and $0 at June
30, 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 $25 million ($15 million under the new facility). In
addition, we currently guarantee $10.0 million of SET Enterprises, Inc. senior
debt, scheduled to mature in June 2003, incurred in connection with its purchase
of two businesses from us. To the best of our knowledge, as of the date of this
prospectus, SET is not in default with respect to its bank covenants to its
lender.
We have from time to time been in violation of certain of our financial
covenants, requiring us to obtain waivers of default from our lenders. At
December 31, 2001, June 30, 2002 and the date of this prospectus, we were in
compliance with all of our covenants under the credit facility.
On August 10, 1998, we closed a private offering of 6% convertible
subordinated debentures for gross proceeds of $20.8 million. The proceeds were
used to reduce the amount of outstanding advances under our credit facility. The
debentures mature on July 31, 2005 and interest is payable on January 31 and
July 31 of
26
each year; provided, however, that for the first three years, in lieu of cash
interest, additional debentures were issued. During 1999, 2000 and 2001 we
issued $1.2 million, $1.1 million and $1.0 million, respectively, in principal
amounts of additional debentures as payment of interest. The debentures are
unsecured obligations which may be redeemed by us during the six months
beginning January 31, 2002 at 104.5% of the principal amount (plus accrued
interest) and at 102.5%, 101% and 100.5% during each 12 month period thereafter.
The debentures are convertible into common stock at $14.3125 per share, subject
to decrease in certain circumstances, which may include this offering. In an
effort to minimize dilution to future earnings per share that might be
experienced by the holders of our common stock (including holders of the shares
offered hereby), we intend to call for redemption and redeem, or otherwise
purchase, retire, or exchange for non-equity-linked securities, all or as large
a portion as possible of our outstanding 6% convertible subordinated debentures
if and when, as soon as practicable after the closing of this offering, we
determine in our reasonable business judgment that we have sufficient cash and
credit available for that purpose. Beginning January 31, 2004 and on each July
31 and January 31 thereafter, we are required to redeem for cash 25% of the
outstanding principal amount of the debentures through the maturity date. During
2001, we redeemed $1.1 million of debentures for $0.35 million in cash and
50,000 shares of our 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 $452,000 at December 31, 2001 and is included in other
assets on our consolidated balance sheet.
On December 22, 1998, we closed a private offering of junior subordinated
notes, together with 105,000 warrants to purchase shares of common stock at an
exercise price of $10.00 per share expiring on the maturity date, for gross
proceeds of $3.5 million with $141,000, or $1.34 per share, attributable to the
warrants. The proceeds were used to reduce our credit facility. The junior notes
are unsecured obligations, which may be redeemed by us upon five days' 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 rate of 7%.
Offering costs of $199,000 are being amortized over five years. The unamortized
balance of offering costs is $75,000 at December 31, 2001 and is included in
other assets on our consolidated balance sheet.
On April 22, 2002, we completed a sale and leaseback of our Shelbyville,
Kentucky facility to our Chief Executive Officer. The sale price was $6.2
million, which was equal to the book value of the property. We used the proceeds
of the sale to reduce our debt under our 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 we did not obtain an
independent valuation of the property or the terms of the transaction, we
believe 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.
Our contractual obligations for future minimum lease payments under
non-cancelable lease arrangements and short and long term debt arrangements as
of June 30, 2002 are summarized in the table below.
FUTURE MATURITIES AND CONTRACTUAL OBLIGATIONS
LESS THAN
TOTAL 1 YEAR 1-3 YEARS 4-5 YEARS OVER 5 YEARS
------- --------- --------- --------- ------------
(IN THOUSANDS)
Long-term debt............................ $73,911 $ 256 $16,074 $57,581 --
Operating leases for equipment and
property................................ $33,359 $5,228 $12,588 $ 3,919 $11,624
We do not participate in or secure any financing for any unconsolidated
special purpose entities. We also expect minimum rental income of approximately
$1.2 million per year for the period 2002 through 2012 related to the sublease
of a portion of one of our manufacturing facilities to a third party.
The liquidity provided by our existing and committed credit facilities,
combined with cash flows from continuing operations and the net proceeds of this
offering, are expected to be sufficient to meet currently anticipated working
capital and capital expenditure needs and for existing debt service for our
two-year planning horizon, assuming no further acquisitions of businesses.
Changes in economic conditions or other
27
unforeseen circumstances, however, could require us to obtain additional
financing before the end of this period. In addition, we continue to evaluate,
and may pursue, opportunistic acquisitions of assets or companies involved in
the automotive supply, heavy equipment and logistics industries, which may
involve the expenditure of significant funds. Depending upon the nature, size
and timing of future acquisitions, we may be required to obtain additional debt
or equity financing. There can be no assurance, however, that additional
financing will be available to us, when and if needed, on acceptable terms or at
all.
We have planned approximately $35.1 million of capital expenditures for our
businesses between 2002 and 2004. More than 90%, or $32.1 million of these
expenditures are associated with future growth initiatives of our businesses. Of
this $32.1 million, $30.8 million will be utilized by our automotive segment for
the purpose of increasing capacity in order to meet the production requirements
of our customers for business that has been awarded to us and for the
improvement of the efficiency of our existing equipment. Our heavy equipment
segment will require approximately $1.3 million in capital expenditures related
to the growth of this business. The $3.0 million of capital required for
maintenance encompasses maintenance and upgrades to existing production
equipment as well as maintenance and upgrades to financial and production
management information systems and computer hardware. The following chart
outlines our anticipated capital expenditures by operating segment.
FORECASTED CAPITAL EXPENDITURES
2002 2003 2004 TOTAL
------- ------- ------ -------
(IN THOUSANDS)
Automotive
Maintenance............................................. $ 600 $ 600 $ 800 $ 2,000
Growth.................................................. 9,900 15,500 5,400 30,800
------- ------- ------ -------
Total.............................................. $10,500 $16,100 $6,200 $32,800
Heavy Equipment
Maintenance............................................. $ 100 $ 200 $ 100 $ 400
Growth.................................................. 400 500 400 1,300
------- ------- ------ -------
Total.............................................. $ 500 $ 700 $ 500 $ 1,700
Logistics
Maintenance............................................. $ 100 $ 100 $ 100 $ 300
Growth.................................................. -- -- -- --
------- ------- ------ -------
Total.............................................. $ 100 $ 100 $ 100 $ 300
Corporate
Maintenance............................................. $ 100 $ 100 $ 100 $ 300
Growth.................................................. -- -- -- --
------- ------- ------ -------
Total.............................................. $ 100 $ 100 $ 100 $ 300
------- ------- ------ -------
Total................................................... $11,200 $17,000 $6,900 $35,100
======= ======= ====== =======
Total maintenance capital expenditures.................. $ 900 $ 1,000 $1,100 $ 3,000
Total growth capital expenditures....................... $10,300 $16,000 $5,800 $32,100
SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in
the preparation of the accompanying financial statements follows.
Revenue Recognition. Revenue in all of our segments is recognized when
products are shipped or services are rendered. Within the automotive and heavy
equipment segments, revenue is recognized when products leave the manufacturing
facility and invoices are generated. Within the logistics segment, revenue is
recognized when services are rendered, whether or not customers have been
invoiced. We do not use percentage of completion accounting for any of our
business segments. In our automotive sector, net sales for a specific project
may vary widely depending on whether the project is performed on a tolling basis
or for our own account. Under tolling, we process steel owned by our customers,
and our net sales reflect only our
28
value-added services. Under projects performed for our own account, our net
sales reflect both our value-added services and the value of steel purchased by
us and passed through to our customers embedded in the price of our finished
goods. Over time, an increasing portion of our work in the automotive sector has
been performed for our own account and tolling has become less common.
Property, Plant and Equipment. Our automotive and heavy equipment
operations are highly capital intensive. At December 31, 2001 more than 70% of
our fixed assets were directly related to the production of products. 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. We capitalize interest cost
associated with construction in progress. Capitalized interest costs in 2000 and
2001 were $1.3 million and $400,000, respectively. We periodically review the
valuation 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.
Goodwill. Goodwill is the excess of cost over the fair value of net assets
acquired and through December 31, 2001 was amortized over a 20-year period on
the straight-line method. On January 1, 2002 we implemented Statement of
Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets." Under SFAS No. 142, goodwill and other intangible assets are no longer
amortized. As required under SFAS No. 142, management will regularly evaluate
the carrying value of businesses and determine if any impairment exists. As part
of the evaluation, we will estimate the fair value of the reporting unit to
determine whether or not impairment has occurred. We have evaluated our
remaining goodwill as of January 1, 2002 and have determined that there will be
no impairment upon adoption of SFAS No. 142.
IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS
Effective January 1, 2001 we adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended. The adoption of SFAS No. 133 did not have a material
effect on our financial statements.
In July 2001, Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets," was issued effective for all fiscal
years beginning after December 15, 2001. SFAS No. 142 establishes criteria for
the recognition of intangible assets and their useful lives. It also results in
the ceasing of the amortization of goodwill and requires companies to test
goodwill for impairment on at least an annual basis. We were required to adopt
SFAS No. 142 on January 1, 2002. We have evaluated our remaining goodwill as of
January 1, 2002 and have determined that there will be no impairment upon
adoption of SFAS No. 142. We expect that we will no longer record approximately
$2.6 million of annual amortization associated with our $41.9 million of
goodwill and intangible assets.
In October 2001, Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment of Long-Lived Assets," was issued effective for
all fiscal years beginning after December 15, 2001. SFAS No. 144 addresses
implementation issues associated with SFAS No. 121 and improves financial
reporting by establishing one accounting model for long-lived assets to be
disposed of by sale. The adoption of SFAS No. 144 is not expected to have a
material effect on our financial statements.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are exposed to the impact of foreign currency fluctuations.
International revenues from our foreign subsidiaries were approximately 11.2% of
total net sales for 2001 and 13.4% of total net sales for the six months ended
June 30, 2002. Our primary foreign currency exposures are the Canadian dollar
and the Mexican peso. We manage our 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.
A portion of our assets are based in our foreign operations and are
translated into U.S. dollars at foreign currency exchange rates in effect as of
the end of each period, with the effect of such translation reflected as a
separate component of stockholders' equity. Accordingly, our consolidated
stockholders' equity will fluctuate depending on the weakening or strengthening
of the U.S. dollar against the respective foreign currency.
29
Our financial results are affected by changes in U.S. and foreign interest
rates due primarily to our credit facility containing a variable interest rates.
We do not hold any other financial instruments that are subject to market risk
(interest rate risk and foreign exchange rate risk).
30
BUSINESS
OVERVIEW
We operate in three business segments: automotive, heavy equipment and
logistics. Our automotive segment is our largest segment by net sales and
presently represents a substantial majority of our pretax earnings. In our
automotive segment, we believe that we are the largest competitor in the growing
market to supply laser-welded blanks to the North American automotive industry.
In our heavy equipment segment, we provide components and contract manufacturing
services to leading original equipment manufacturers, and we also manufacture
specialty equipment marketed under our own brand. In our logistics segment, we
are a leading provider of same-day delivery services in 28 U.S. metropolitan
markets predominantly in the west and south.
We believe all three of our business segments have attractive opportunities
for internal growth. Due to substantial recent awards of new business, we
believe that our automotive segment will enjoy the most rapid expansion in the
near term from continued growth in the number of laser-welded blank applications
used per new vehicle produced in North America. We have previously used
acquisitions of existing businesses as a means of entering new segments and to
advance our strategic objectives within a segment. We have no agreements at
present to acquire or divest any businesses, but may consider such transactions
in the future.
Our three business segments are:
- Automotive. Our automotive segment was our original line of business and
remains our largest segment. For the six months ended June 30, 2002, our
automotive segment represented 48.6% of our net sales and 79.7% of the
pretax earnings of our operating segments. As the leading supplier of
laser-welded blanks to the North American automotive industry, we provide
integrated manufacturing, design, planning, engineering and other
value-added services to OEMs and their major component suppliers. Our
laser-welded blanks are presently used in numerous vehicle models of
DaimlerChrysler, Ford, General Motors, Nissan and Honda. In many cases,
the parts contained in vehicles need to possess different characteristics
in different areas. Laser-welded blanks are combinations of flat sheet
metal of varying thickness, strength, coating and/or alloy which, when
welded together before stamping, result in a product that possesses the
desired characteristics in the appropriate areas of the finished
stamping. In contrast, conventional blanks are cut from a single steel
coil and possess a uniform thickness, strength, coating and alloy.
Conventional blanks typically require reinforcements and additional
processing or, alternatively, the use of more expensive materials with
the specific characteristics throughout the entire part, when those
characteristics are needed only in certain sections of the part.
Therefore, the use of laser-welded blanks in automotive applications
typically results in cost, weight and safety benefits compared to
conventional blanks of a uniform character. Besides providing
laser-welded blanks, we also perform laser welding and cutting of other
automotive components.
- Heavy Equipment. We entered the heavy equipment market principally
through our December 2001 acquisition of Eagle-Picher Industries Inc.'s
construction equipment division. We believe the manufacturing skills and
trade practices of our automotive segment are similar in many respects to
those of the heavy equipment market. In fact, a number of leading
automotive parts suppliers also serve the heavy equipment market. For the
six months ended June 30, 2002, our heavy equipment segment represented
20.9% of our net sales and 15.5% of the pretax earnings of our operating
segments. We provide contract manufacturing services to OEMs, such as
Caterpillar and Terex. For Caterpillar, we perform component fabrication
and assembly of its wheeled tractor-scrapers. For Terex, we fabricate and
assemble several key components of its large volume MT Series mining
trucks and provide other selected truck assemblies. We also design,
manufacture and market our own line of all-terrain fork trucks and
pull-scrapers under the Noble brand. These branded products are sold
principally through a network of independent heavy equipment dealers.
- Logistics. We entered the logistics business in 2000 by acquiring two
companies that specialize in the niche market for same-day delivery
services. The customer base of these companies is composed
31
primarily of auto parts and other automotive-related shippers. Entry into
the logistics segment provided us with an opportunity to diversify our
company with a segment that was less cyclical and capital-intensive than
our laser-welding business. For the six months ended June 30, 2002, our
logistics segment represented 30.5% of our net sales and 4.8% of the
pretax earnings of our operating segments. We provide both dedicated
contract carriage and delivery by our scheduled route network, using one-
person crews that are either independent contractors or our employees.
Our logistics segment provides business-to-business, same-day delivery of
auto parts, pharmaceuticals, perishable foods, printed material and other
time-sensitive small goods. We have begun to diversify the customer base
of this segment away from automotive-related shippers with an estimated
37% of our logistics segment's net sales now being derived from
non-automotive shippers. We operate 28 locations servicing 17 states,
primarily in the western and southern regions of the United States.
GROWTH STRATEGY
Our growth strategy is to capitalize on our managerial, operational and
financial skills in order to expand our business through both organic growth and
strategic acquisitions. We intend to focus on our three core operating
segments -- automotive, heavy equipment and logistics -- and to leverage our
skills and existing market share to maximize the return on our investment and
create shareholder value. Key elements of our growth strategy are discussed
below.
- Increase Noble's market share and model penetration for laser-welded
blanks. Our production of laser-welded blanks grew from 1.2 million
units in 1994 to 11.0 million units in 2001. Our average revenue per
blank has also increased over this period, as the complexity and length
of welds has generally increased. We believe that we are the largest
supplier in the North American market for laser-welded automotive blanks
with an estimated 33% market share. Our proprietary equipment and
technology provide us with the longest reported laser weld currently
produced, as well as the lowest reported defect rate. We seek to expand
our market share and capture additional business by leveraging our
technological strengths, our production capacity and flexibility, and our
favorable record for on-time delivery of products with low defect rates.
The laser-welded blank market has grown steadily as OEMs have adopted
this technology for increasing numbers of applications on vehicles.
Presently, laser-welded blanks are used for about three applications on a
typical car or light truck, with a few models utilizing from six to 12
applications. An independent market study has identified at least 21
applications for laser-welded blanks, and we believe that as many as 30
applications may ultimately be commercialized. We believe we are
well-positioned to capitalize on this growing market.
- Execute existing book of business in automotive segment. As long periods
of time are needed to design new vehicle models and plan their
production, automotive OEMs often choose suppliers well in advance of
production -- in some cases, more than three years in advance. Automotive
suppliers typically will produce parts for the life of the vehicle
program (five to seven years for cars and five to ten years for trucks).
While none of our agreements with customers assures us of minimum future
levels of production, this trade practice does allow some insight into
our future expected levels of activity. Since January 2001, we have been
awarded vehicle programs that we expect to produce more than $217 million
of "value-added" lifecycle sales, based on independent estimates of
program volumes. Under current trade practices, each dollar of
value-added sales that we realize is typically accompanied by
approximately two to three additional dollars of steel processing sales
recognized by our automotive segment. These programs are currently
scheduled to launch by 2004, and each represents a new vehicle model or
substantive update of an existing vehicle model. Of the $217 million in
value-added lifecycle sales that we estimate will come from these awards,
we expect that 45% will come from Ford, while 55% will come from other
customers, including General Motors and Honda. We believe the foundation
for growth of our automotive segment through 2005 will come from our new
business awards since January 2001, combined with an estimated $169
million of value-added lifecycle sales from previous awards and
maintenance of replacement programs.
- Expand our contract manufacturing and product offerings in the heavy
equipment industry. Due to high labor costs and vigorous price
competition, heavy equipment OEMs are increasing their use of
32
lower cost contract manufacturers for the production of certain
subassemblies and full assemblies. We intend to capitalize on our
manufacturing expertise and attractive cost position relative to heavy
equipment OEMs to broaden our product and customer base. Our recent
contract manufacturing agreement with Terex for its MT series mining
trucks is an example of this. Our favorable cost position is the product
of moderate labor rates in our Texas and Mexico manufacturing facilities
and low overhead. We have significant excess capacity in our heavy
equipment facilities, which we believe we can leverage to accept
additional business in new product lines without significant capital
expenditures. We also seek to grow our net sales in this segment through
the development of new products, such as our Noble brand pull-scrapers,
which we introduced in February 2002.
- Expand our logistics customer base by pursuing additional national and
regional customer accounts and adding customers in non-automotive
industries. For the six months ended June 30, 2002, our logistics
segment achieved internal growth in net sales of 10.0% compared to the
same period in 2001. When we acquired our logistics business in 2000, the
customer base was primarily the automotive parts industry. We have grown
this business through successful attraction of customers outside the
automotive channel, including shippers in the medical, pharmaceutical,
reprographics and consumer products markets. We intend to continue to
grow our non-automotive delivery volumes, with an emphasis on building
our share of existing markets.
OPERATIONS
AUTOMOTIVE
We believe we are the leading supplier of laser-welded blanks to the
automotive industry. Laser welding of blanks offers significant advantages over
other blank welding technologies, including cost, weight and safety benefits. We
believe we have developed technology and production processes that permit us to
produce laser-welded blanks more quickly and with higher quality and tolerance
levels than our competitors. Studies commissioned in 1995 and 2000 by the
UltraLight Steel Auto Body Consortium, a worldwide industry association of steel
producers, concluded that laser-welded 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 blanks per vehicle. We have
identified an additional 9 potential applications. These potential applications,
if adopted by OEMs, could provide significant levels of growth in the
laser-welded blank segment of the industry.
The manufacturing of conventional blanks begins with the cutting of
part-specific pieces from larger coils, or rolls, of sheet metal. These blanks
are then stamped or formed into a part for ultimate spot-weld assembly onto a
new vehicle at the OEM. Conventional blanks are cut from a single steel coil and
possess a uniform thickness, strength, coating and alloy. In many cases, our
customers desire that a particular product possess different characteristics in
different areas. When conventional blanks are used, achieving these differences
requires reinforcements and additional processing or the use of material with
the required characteristic throughout the entire part. In addition, when
conventional blanks are used, blanks must be stamped separately prior to being
welded together. This results in increased design, assembly and tooling costs,
as well as increased waste associated with cutting irregularly shaped parts for
reinforcement from single sheets of steel.
Laser-welded blanks are combinations of flat sheet metal of varying
thickness, strength, coating and/or alloy which, when welded together prior to
stamping, result in a product that possesses the desired characteristics in the
appropriate areas of the finished stampings. The use of laser-welded blanks in
automotive applications results in cost, weight and safety benefits. Use of
laser-welded blanks frequently decreases the number of dies required to produce
the finished product and eliminates the spot welds required to fasten
reinforcements to conventional blanks. As a result, tooling costs are decreased
due to elimination of dies, and manufacturing costs are decreased due to
elimination of stamping and spot-welding operations. Steel utilization is also
improved as a result of the ability to assemble smaller, irregular parts into a
single blank. We estimate that the use of laser-welded blanks can decrease
manufacturing scrap by as much as 30% in certain applications. In addition, by
permitting the use of varying weights of steel and eliminating the need for
33
reinforcements, laser-welded blanks can result in decreased vehicle weight and
improved gas mileage. For example, many automotive applications require the use
of zinc-coated steel, which is more expensive than uncoated steel, in order to
improve corrosion resistance. When conventional blanks are used in such
applications, coated steel must be used for an entire sub-assembly even when
only a portion of the sub-assembly requires corrosion resistance. In contrast,
the use of laser-welded blanks in such applications permits the manufacturer to
limit its use of coated steel to those areas where it is specifically needed.
For each reinforcement included in a sub-assembly produced using conventional
blanks, costs are incurred for design, development, engineering, prototyping and
die tryout. The use of laser-welded blanks eliminates these costs and shortens
the product development cycle.
The dimensional accuracy of an automobile is a function of the fit and
finish of individual components and the associated assembly operations.
Laser-welded blanks improve dimensional accuracy by decreasing the number of
separate components, eliminating the need for reinforcements and decreasing
required assembly operations. This results in improved fit and finish, reduced
wind noise and a quieter ride. Because laser-welded blanks are stamped after
welding, the welds have higher reliability than spot welds made on conventional
blanks after stamping. Weld defects on laser-welded blanks, if any, are likely
to become apparent upon stamping, resulting in improved quality control.
Laser-welded blanks can also improve the crashworthiness ratings of automobiles
since their welds are stiffer and provide continuous load-carrying ability.
We also provide laser welding and cutting services for a variety of
automotive components. The process of laser welding involves the concentration
of a beam of light, producing energy densities of 16 to 20 million watts per
square inch, at the point where two metal pieces are to be joined. Laser welding
allows rapid weld speeds with low heat input, thus minimizing topical distortion
of the metal and resulting in ductile and formable welds that have mechanical
properties comparable to, or in some cases superior to, the metal being welded.
Laser welds provide improved visual aesthetics as well as less likelihood of the
rattling associated with multi-piece, spot-welded assemblies. The process of
laser cutting involves the same concentrated light-beam production of energy,
but uses a different wavelength and mode. A coherent beam of a single wavelength
light is focused on a small area of the metal piece to be cut, where the optical
energy is converted into thermal energy intense enough to melt and vaporize the
affected area.
HEAVY EQUIPMENT
We design, engineer and manufacture wheeled tractor scrapers for
Caterpillar. A wheeled tractor scraper is a large bowled vehicle capable of
holding up to 23 cubic yards of soil, which is pulled by a high horsepower
vehicle. Attached to the bowl is a cutting edge that can clear a path up to four
inches deep, placing the soil in the bowl for disposal at another location. We
manufacture and assemble many of the components of the bowl and frame, and we
install engines and other components supplied by Caterpillar. Our wheeled
tractor scrapers are made to order to the customer's specifications.
We recently entered into a three-year contract manufacturing agreement to
manufacture certain components of Terex Corporation's MT Series of mining
trucks. We manufacture, fabricate and assemble the frame, the operator's
compartment, axles and various other subassemblies for these mining trucks.
These vehicles are capable of holding payloads between 120 and 260 tons of
material and are utilized at a variety of locations where removal of large
quantities of material is required. In addition, we will manufacture and
assemble specialty payhauler truck products for Terex.
We design, engineer and manufacture a Noble brand pull-scraper. Our
pull-scraper can be towed with common equipment such as a farm tractor, doing
the same work as a wheeled tractor scraper at a fraction of the cost. The
pull-scrapers are usually sold and used in tandem and can carry varying
quantities of soil. We sell our pull-scrapers as complete units to independent
dealers or other end users with specific manufacturing requirements.
We design, engineer, manufacture and assemble all-terrain fork trucks and
truck-mounted fork trucks. These products are then sold to an established system
of dealers throughout the United States. All-terrain fork trucks are typically
used in construction, landscaping and other off-road applications where the
terrain is uneven or unstable and not well-suited to standard forklifts.
34
LOGISTICS
We provide same-day delivery services to customers in a variety of
industries. Our logistics services include both dedicated contract services and
scheduled routed services. We currently operate 28 locations servicing 17
states:
[LOGOISTIC MAP]
We provide dedicated contract services, such as fleet replacement
solutions, dedicated delivery systems and transportation systems management
services. These services provide customers such as major pharmaceutical
wholesalers and automotive dealerships with the control and flexibility of an
in-house fleet together with the economic benefits of outsourcing.
Scheduled delivery services are provided on a recurring basis. We receive
large shipments of products, which are then sorted, routed and delivered. These
deliveries are made in accordance with a customer's specific schedule that
generally provides for deliveries to be made at particular times. Typical routes
may include deliveries from pharmaceutical suppliers to pharmacies, from
manufacturers to retailers, or from automobile parts manufacturers to dealers.
Coordination of delivery personnel is accomplished through pagers, radio or
telephone. Dispatchers coordinate shipments for delivery within a specific time
frame. Shipments are routed according to type, geographic distance between
origin and destination and the time allotted for delivery. In the case of
scheduled deliveries, routes are designed to minimize the costs of the
deliveries and to enhance route density.
CUSTOMERS AND MARKETING
AUTOMOTIVE
Customers. Our automotive industry customers accounted for 51.2% of our
net sales and substantially all of the pretax earnings of our operating segments
in 2001 and 48.6% of our net sales and 79.7% of such pretax earnings in the six
months ended June 30, 2002. Our customers include OEMs such as DaimlerChrysler
AG, Ford Motor Company, General Motors and Nissan, as well as other companies
that are suppliers to OEMs, known as "Tier 1" suppliers, such as Tower
Automotive, Inc. and Magna International, Inc. Only DaimlerChrysler accounted
for more than 10% of our consolidated net sales (and 34.7% of our automotive
segment net sales) in 2001.
The North American automotive manufacturing market is dominated by General
Motors, Ford and DaimlerChrysler, with the Japanese and European OEMs
representing approximately 23% of production in
35
this market in 2001. As illustrated below, we provide laser-welded blanks to
most of the automotive OEMs in North America on a range of vehicle models:
- DaimlerChrysler: Ram pickup, Chrysler Sebring convertible, Jeep Liberty,
Chrysler LX, Chrysler LX next generation, Jeep Grand Cherokee.
- Ford: Focus, Taurus, F Series pickup, Explorer, Explorer next
generation, Expedition.
- General Motors: Saturn Vue, Olds Intrigue, Chevrolet Impala, Cadillac
CTS, Saturn Ion coupe, Saturn Ion sedan, Pontiac Grand Prix, Cadillac
Eldorado.
- Nissan: Tundra, Altima.
- Honda: Odyssey, Pilot, Acura, Acura coupe, Accord, Accord coupe.
- BMW: Z4
Contracts. OEMs typically award contracts that cover parts to be supplied
for a particular vehicle model or platform. These contracts range from one year
to over the life of the model, which is generally three to ten years and do not
require the purchase by the OEM of any minimum number of parts. We also compete
for new business to supply parts for successor models and therefore are subject
to the risk that the OEM will not select us to produce parts on a successor
model. Most of the parts we produce have a lead time of two to five years from
product development to production. The selling prices of our products are
generally negotiated with the customer and are typically not subject to a
competitive bid process.
Project Management. Within our automotive operations, salespeople and
project managers are involved in product planning and spend a significant amount
of time consulting with OEM engineers in order to facilitate the integration of
our products into future automotive models. Orders for laser-welded blanks are
typically placed by OEMs directly with producers of coiled steel. Further
processing steps, such as blanking, are done either by the steel producer or by
an independent processor sub-contracted by the steel producer, which may include
us. Our project managers work closely with OEMs during the design phase to
promote our specification as the processor prior to the placing of orders by
OEMs with steel producers. We also attempt to maintain relationships with
domestic steel producers in an effort to obtain sub-contracting work for which
no processor has been specified by an OEM.
Sales and Marketing. Our sales and marketing efforts are designed to
create overall awareness of our engineering, program management, manufacturing
and assembly expertise to acquire new business and to provide ongoing customer
service. Our sales group is organized into customer-dedicated teams within
product groups. From time to time, we also participate in industry and customer
specific trade and technical shows.
Strategic Alliance with Minority Supplier. We currently hold $7.6 million
in face value of non-convertible non-voting redeemable preferred stock of SET
Enterprises, Inc., a Qualified Minority Business Enterprise, which provides
metal processing services to the OEMs. We were formerly a 49% shareholder of
SET. SET is a preferred supplier to both Ford and DaimlerChrysler engaged in the
manufacture of metal automotive components using blanking, stamping and
slitting. Our relationship with SET has allowed us to leverage SET's strengths
and capabilities in our non-core metal processing operations and to strengthen
our relationships with a minority-owned supplier and our OEM customers. SET
provides us with blanking services to support our laser welding operations, for
which we receive minority credit. We provide operational, strategic and
administrative support to SET in exchange for 1% of SET's gross revenues. We
have also received new laser welding business as a result of our relationship
with SET.
HEAVY EQUIPMENT
Customers. Our heavy equipment business was acquired in December 2001 and
represented less than 2% of our net sales in 2001, but approximately 20.9% of
our net sales in the six months ended June 30, 2002. Our customers include
Caterpillar for wheeled tractor scrapers and an established dealer network for
all-terrain fork trucks and pull-scrapers. We recently entered into an agreement
with Terex to manufacture
36
electric drive hauler trucks and mining trucks. Our fork trucks and
pull-scrapers are sold under our Noble brand.
Sales and Marketing. Within the heavy equipment segment, our salespeople
primarily service an independent dealer network that resells our products to
end-users. Members of our marketing group also participate in industry
tradeshows in order to attract new customers and introduce new products. We also
call on OEMs in order to develop contract manufacturing relationships where we
produce subassemblies or modules for OEMs. This process involves not only the
sales force but also our engineering group.
LOGISTICS
Customers. Our logistics customers accounted for 44.1% of our net sales in
2001 and 30.5% of our net sales in the six months ended June 30, 2002. At the
time we acquired our logistics businesses in 2000, the customer base consisted
almost exclusively of shippers in the auto parts industry. We now service a
diverse array of customers, including Pharmerica, Cardinal Health, Gulf States
Toyota and BPS Reprographics. Below is a graph showing our estimated revenue mix
by type of customer for the six months ended June 30, 2002.
[PIE CHART]
Sales and Marketing. Within the logistics segment, our direct sales force
targets potential customers in the automotive, medical, pharmaceutical,
reprographics, consumer products and other industries. Marketing is conducted
directly to national or regional customers by designing and offering customized
service packages after determining their specific delivery and distribution
requirements. We are implementing a coordinated major account strategy by
building on established relationships with regional and national customers.
Several of the services provided, such as dedicated contract services and routed
delivery services, are determined on the basis of competitive bids. Substantial
portions of our revenues are through contractual relationships. The customer may
terminate most of these contracts on relatively short notice without penalty.
RAW MATERIALS
The raw materials required for our automotive operations include steel and
gases such as carbon dioxide and argon. The raw material required for our heavy
equipment operations include steel, gases, welding materials and purchased
parts. We obtain raw materials and purchased parts from a variety of suppliers.
We employ just-in-time manufacturing and sourcing systems enabling us to meet
customer requirements for faster deliveries while minimizing our need to carry
significant inventory levels. We have not experienced any significant shortages
of raw materials and normally do not carry inventories of raw materials or
finished products in excess of those reasonably required to meet production and
shipping schedules. Raw materials costs represented approximately 25.7% of our
revenues in 2001. We do not believe that we are dependent upon any of our
suppliers, despite concentration of purchasing of certain materials from a few
sources, as other suppliers of the same or similar materials are readily
available. We typically purchase our raw materials on a purchase order basis as
needed and have generally been able to obtain adequate supplies of raw materials
for our operations. Further, a portion of our automotive business involves the
toll processing of materials supplied by our customer, typically a steel
manufacturer.
37
PATENTS AND TRADEMARKS
We own a number of patents and trademarks related to our products and
methods of manufacturing. The loss of any single patent or group of patents
would not have a material adverse effect on our business. We also have
technology and equipment that constitute trade secrets, which we have chosen not
to register in order to avoid public disclosure of them. We rely upon patent and
trademark law, trade secret protection and confidentiality or license agreements
with our employees, customers and others to protect our proprietary rights.
SEASONALITY AND CYCLICALITY
Our automotive 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.
Our heavy equipment operations are dependent on the construction industry,
which can be highly cyclical and heavily dependent on the general health of the
economy. We expect our heavy equipment segment to have lower revenue and
operating income during the first and fourth quarters of the calendar year.
Our logistics business is not anticipated to be particularly seasonal.
However, the limited operating history since acquisition, and the historical
growth trends in these acquired businesses, may not reflect the seasonality, if
any, of our logistics business.
Our historical results of operations have generally not reflected typical
cyclical or seasonal fluctuations in revenues and operating income. The
acquisitions completed by us have resulted in a growth trend through successive
periods which may have masked the effects of cyclical and seasonal fluctuations.
There can be no assurance that our business will continue its historical growth
trend, or that it will conform to industry norms for cyclicality or seasonality
in future periods.
COMPETITION
The automotive component supply, heavy equipment supply and logistics
industries are all highly competitive. Competition in the sale of all of our
products in the automotive component and heavy equipment businesses primarily is
based on engineering, product design, process capability, quality, cost,
delivery and responsiveness. We believe that our performance record places us in
a strong competitive position.
The principal competitive factors in the logistics industry are
reliability, quality, breadth of service offerings and price. We compete on all
of these factors. We compete with both publicly-held and privately-held
companies. Our publicly-held competitors compete with us for large national and
regional accounts. Most privately-held competitors operate in only one location
or a limited service area.
ENVIRONMENTAL MATTERS
Our automotive component supply and heavy equipment operations are 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. We are also subject to other federal
and state laws and regulations regarding health and safety matters. Each of our
production facilities has permits and licenses allowing and regulating air
emissions and water discharges. We believe that we are currently in substantial
compliance with applicable environmental and health and safety laws and
regulations.
38
GOVERNMENT REGULATION
Our logistics operations are subject to various state and local regulations
and, in many instances, require permits and licenses from state authorities.
State and local authorities have the power to regulate the delivery of certain
types of shipments and operations within certain geographic areas. Interstate
and intrastate motor carrier operations are also subject to safety requirements
prescribed by the U.S. Department of Transportation and by state departments of
transportation. If we fail to comply with applicable regulations, substantial
fines or possible revocation of operating permits is possible.
In our logistics operations, we seek to ensure that all employee drivers
meet safety standards established by us and our insurance carriers as well as by
state and federal authorities. In addition, we require independent
owner/operators to meet certain specified safety standards. We review
prospective drivers in an effort to ensure that applicable requirements are met.
EMPLOYEES AND INDEPENDENT CONTRACTORS
As of June 30, 2002, we had approximately 2,470 employees. Our automotive
operations employed approximately 420 employees. Of this number, approximately
320 of this division's employees are production workers and the balance are
engineering, sales and clerical, management and administrative employees. We
believe that our relations with our employees are good. Approximately 180
workers at our metal processing plant in Michigan are represented by the United
Automobile, Aerospace and Agricultural Implement Workers of America. This plant
has not been subject to a strike, lockout or other major work stoppage. The
collective bargaining agreement with these workers expires in December 2003.
Within the heavy equipment operations, we have approximately 600 employees.
Of this number approximately 510 of this division's employees are production
workers and the balance are engineering, sales, clerical, management and
administrative employees. Approximately 100 workers at one of our heavy
equipment plants are represented by the International Union of Operating
Engineers. This plant has not been subject to a strike, lockout or other major
work stoppage. The collective bargaining agreement with these workers also
expires in December 2003.
Within our logistics operations, we have approximately 1,440 employees and
800 independent contract drivers. Of the 1,440 employees, approximately 1,240
are employed as drivers and the balance are employed in management and clerical
positions. None of these employees are unionized.
PROPERTIES
Our automotive operations include two production facilities in the United
States and one facility in Canada, some of which are used for multiple purposes.
These facilities range in size from 80,000 square feet to 524,000 square feet,
with an aggregate of approximately 735,000 square feet. Our heavy equipment
operations included three facilities in the United States and one in Mexico and
range in size from 10,000 to 420,000 square feet, with an aggregate of
approximately 692,000 square feet. In the aggregate, our total manufacturing
space is approximately 1.4 million square feet. Our logistics division includes
25 facilities ranging in size from 480 square feet to 33,750 square feet. In
aggregate, our logistics division consists of approximately 123,000 square feet.
Our distribution division operations are run through four buildings with an
aggregate of approximately 16,000 square feet. Of our existing facilities, two
are owned and the balance are leased with expiration dates ranging from 2002
through 2012. We believe that substantially all of our property and equipment is
in good condition and that we have sufficient capacity to meet our current and
expected needs.
GEOGRAPHIC INFORMATION
The information regarding revenue and long-lived assets set forth in Note N
to the annual financial statements and Note C to the interim financial
statements included in this prospectus is hereby incorporated by reference.
LEGAL PROCEEDINGS
We are not a party to any legal proceedings other than routine litigation
incidental to our business, none of which we believe to be material.
39
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The following are our executive officers and directors:
NAME AGE POSITIONS HELD
---- --- --------------
Robert J. Skandalaris........ 49 Chairman, Chief Executive Officer and Director(1)(4)
Christopher C. Morin......... 43 President and Chief Operating Officer
David V. Harper.............. 41 Vice President and Chief Financial Officer
Michael C. Azar.............. 38 Vice President, General Counsel and Secretary
Mark T. Behrman.............. 39 Director(2)
Lee Musgrove Canaan.......... 44 Director(3)
Van E. Conway................ 49 Director(1) (2) (4)
Stuart I. Greenbaum.......... 65 Director(4)
Daniel J. McEnroe............ 39 Director(1)(2)
Jonathan P. Rye.............. 45 Director(2)(3)
Thomas L. Saeli.............. 45 Director(1) (3)
Anthony R. Tersigni.......... 52 Director(3)(4)
---------------
(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
(4) Member of the Committee on Directors and Board Governance
Robert J. Skandalaris, our founder, currently serves as Chairman of the
Board, Chief Executive Officer and Director. Prior to founding Noble in 1993,
Mr. Skandalaris was vice chairman and a shareholder of The Oxford Investment
Group, Inc., a Michigan-based merchant banking firm, and served as chairman and
chief executive officer of Acorn Asset Management, a privately held investment
advisory firm. Mr. Skandalaris began his career as a Certified Public Accountant
with the national accounting firm of Touche Ross & Co. Mr. Skandalaris holds a
M.S.A. in Accounting from Eastern Michigan University.
Christopher L. Morin joined Noble in June 1997 and currently serves as our
President and Chief Operating Officer. Mr. Morin also served as a member of our
board of directors from November 1997 through August 1998, and as chief
operating officer from June 1997 to August 1998. Mr. Morin serves as the Chief
Executive Officer of our subsidiary Noble Manufacturing Group, Inc. and its
subsidiary Noble Metal Processing, Inc. Prior to joining Noble, Mr. Morin was
the chief operating officer of Talon Automotive Group LLC, a privately held
automotive supplier from 1994 through 1997. Prior to joining Talon in 1994, Mr.
Morin was the vice president of operations for Irvin Automotive Products, a
division of Takata, North America.
David V. Harper joined Noble in September 2000 and currently serves as Vice
President and Chief Financial Officer. Prior to joining Noble, Mr. Harper was
co-chief executive and chief financial officer of Moore Medical Corporation, a
distributor of medical products from 1998 until 1999. From 1994 to 1998, Mr.
Harper was divisional senior vice president & chief financial officer of
Primedia, Inc., a leading publishing concern. Mr. Harper also held various
management positions with United Technologies Corporation, Business Expansion
Capital Corporation and International Dairy Queen, Inc. Mr. Harper holds an
M.B.A. in Finance from the Wharton School of the University of Pennsylvania.
Michael C. Azar joined Noble in November 1996 and currently serves as Vice
President, General Counsel and Secretary. Mr. Azar also served as a member of
our board of directors from December 1996 until November 1997. Prior to joining
Noble, Mr. Azar was employed as general counsel to River Capital, Inc., an
investment banking firm, from January through November 1996. From 1988 to 1995,
Mr. Azar was engaged
40
in the private practice of law. Mr. Azar received his Juris Doctorate from the
University of Detroit School of Law.
Mark T. Behrman joined our board of directors in January 1999. Mr. Behrman
is a co-founder and the chief operating officer of Berko Productions, LLC, an
entertainment company that specializes in the production and acquisition of
feature films and television programming for worldwide distribution. Previously,
Mr. Behrman served as a managing director in the U.S. Operations Division of
Trade.com Global Markets, Inc., an international financial services firm, and as
the head of corporate finance for its predecessor, BlueStone Capital Partners,
LP, an investment banking firm. While employed by Global, Mr. Behrman also held
the title of executive vice president of Trade.com Online Securities, Inc., a
wholly-owned subsidiary of Global, from January 2001 to August 2001. In October
2001, a petition for voluntary bankruptcy was filed by Online in the U.S.
Bankruptcy Court for the Southern District of New York. Prior to joining
BlueStone Capital Partners is 1995, Mr. Behrman served as a managing director
and the head of corporate finance for Commonwealth Associates. Mr. Behrman began
his career at the global investment banking firm of Paine Webber, Inc. Mr.
Behrman holds a B.S.B.A. from The State University of New York at Binghamton and
an M.B.A. from Hofstra University.
Lee Musgrove Canaan joined our board of directors in January 2001. Ms.
Canaan is currently vice president and senior high yield analyst for AIM Capital
Management, Inc., an investment firm located in Houston, Texas. Prior to joining
AIM Capital Management, Inc. in 1996, Ms. Canaan was a financial consultant for
ARCO Transportation Company in Los Angeles, California. Ms. Canaan holds an
M.B.A. in Finance from the Wharton School of the University of Pennsylvania, and
is a Chartered Financial Analyst.
Van E. Conway joined our board of directors in 2002. Mr. Conway is the
co-founder and managing partner of Conway, MacKenzie & Dunleavy ("CM&D"), a
nationally recognized turnaround and crisis management consultant, providing
supply chain management, financial and management consulting to original
equipment manufacturers, Tier I and II auto suppliers, as well as other
industries. Prior to establishing CM&D in 1987, Mr. Conway served as
partner-in-charge of the Emerging Business Services Department at Deloitte &
Touche, LLP. Mr. Conway is a Certified Public Accountant and Certified Fraud
Examiner. He holds a B.S.B.A. from John Carroll University and an M.B.A. from
the University of Detroit.
Stuart I. Greenbaum, Ph.D. joined our board of directors in January 2001.
Mr. Greenbaum is currently the dean and the Bank of America professor of
managerial leadership at the John M. Olin School of Business at Washington
University in St. Louis. Prior to joining the Olin School in July 2000, Mr.
Greenbaum spent 20 years at the Kellogg School of Management at Northwestern
University where he was the director of the Banking Research Center and the
Norman Strunk Distinguished Professor of Financial Institutions. Mr. Greenbaum
holds a Ph.D. in Economics from The John Hopkins University.
Daniel J. McEnroe joined our board of directors in November 1997. Mr.
McEnroe currently is a financial consultant with ForeFront Capital Management, a
venture capital consulting firm. Prior to this year, Mr. McEnroe served as the
vice president of corporate development of Cogent Communications, Inc. From 1995
to 2001, Mr. McEnroe was the treasurer of Detroit Diesel Corporation. Prior to
joining Detroit Diesel Corporation, Mr. McEnroe served as assistant treasurer of
Penske Corporation, a privately held holding company whose operating entities
included Detroit Diesel Corporation. Mr. McEnroe has been a Certified Public
Accountant since 1985 and a Chartered Financial Analyst since 1991. Mr. McEnroe
holds a B.S.B.A. from the University of Michigan and an M.B.A. from the Kellogg
School of Management at Northwestern University.
Jonathan P. Rye joined our board of directors in 1999. Mr. Rye is the
managing partner of Greenfield Partners, a private investment capital firm
specializing in the acquisition of Michigan based manufacturing and service
companies. Mr. Rye also serves as chairman of Greenfield Commercial Credit, a
commercial financing company established in 1995 to meet the financial needs of
Midwest businesses. Prior thereto, Mr. Rye served as chief executive officer of
Lamb Technicon, a leading supplier of large automated manufacturing systems with
annual sales of $400 million, until its sale to Litton Industries in 1987. Mr.
Rye holds an M.B.A. from the University of Michigan.
41
Thomas L. Saeli joined our board of directors in 2002. Mr. Saeli is the
vice president of mergers and acquisitions for Lear Corporation, responsible for
worldwide transactional activities. Prior to joining Lear in 1998, Mr. Saeli was
a vice president at The Oxford Investment Group, Inc., a Michigan-based merchant
banking firm, and from 1983 to 1988 served as division manager of financial
controls for Pepsico, Inc. Mr. Saeli holds an M.B.A. from the Columbia
University Graduate School of Business.
Anthony R. Tersigni, Ed.D. joined our board of directors in November 1997.
Dr. Tersigni is the executive vice president and chief operating officer of
Ascension Health. From 1995 to 2001, Dr. Tersigni served as president and chief
executive officer of St. John Health System, an integrated health delivery
system headquartered in Detroit, Michigan. Prior to joining St. John Health
System in 1995, Dr. Tersigni was president and chief executive officer of
Oakland General Health Systems, Inc., in Madison Heights, Michigan. Dr. Tersigni
holds a doctorate in Organizational Development from Western Michigan
University.
EXECUTIVE COMPENSATION
The following table sets forth the total compensation earned by our Chief
Executive Officer and each of our other four most highly compensated executive
officers whose salary plus bonus exceeded $100,000 per annum during any of our
last three fiscal years.
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION(1) SHARES
--------------------------- RESTRICTED STOCK UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS(2) OPTIONS/SARS(#)
--------------------------- ---- --------- -------- ---------------- ---------------
Robert J. Skandalaris............. 2001 $280,000 $150,000 $43,540 --
Chief Executive Officer 2000 $280,000 $330,000(3) -- --
1999 $240,000 $122,771 -- 50,000(4)
Christopher L. Morin.............. 2001 $225,000 $100,000 $10,818 10,000
President and Chief Operating 2000 $190,000 -- -- 10,000
Officer(5) 1999 $179,392 $180,000 -- 10,000
Michael C. Azar................... 2001 $200,000 $100,000 $ 7,889 --
Vice President, General 2000 $160,000 $131,000(3) -- 15,000
Counsel and Secretary 1999 $145,000 $ 50,725 -- 20,000
David V. Harper................... 2001 $225,000 $ 75,000 $12,097 --
Vice President and Chief
Financial Officer(6)
Lloyd P. Jones, III(7)............ 2000 $250,000 $264,000(3) -- 10,000
Former President and 1999 $240,000 $101,450 -- 100,000
Chief Operating Officer
---------------
(1) Does not include any value that might be attributable to job-related
personal benefits, the annual value of which has not exceeded the lesser of
10% of annual salary plus bonus or $50,000 for each executive officer.
(2) Granted pursuant to our 2001 Stock Incentive Plan.
(3) Special bonus paid in connection with the sale of our Plastic and Coatings
Division in January 2000.
(4) As part of a pre-approved plan, Mr. Skandalaris voluntarily surrendered his
options in October 2000 in order to create more availability under the stock
option plan for grants to other eligible persons.
(5) Mr. Morin has served as our Chief Operating Officer since May 2000 and as
our President since May 2001. Mr. Morin also served as our Chief Operating
Officer from June 1997 to August 1998. Mr. Morin also serves as the Chief
Executive Officer of our subsidiary, Noble Manufacturing Group, Inc.
(6) Mr. Harper joined Noble in September 2000 as our Chief Financial Officer and
Vice President.
(7) Mr. Jones joined Noble in February 1998 as our President and became Chief
Operating Officer in August 1998. In June 2000, Mr. Jones resigned as an
officer and director of Noble and became President and Chief Executive
Officer of our subsidiary, Noble Logistic Services, Inc.
42
PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding beneficial ownership
of our outstanding common stock as of July 31, 2002 and as adjusted to reflect
the sale of 3,500,000 shares of common stock in this offering for (a) each
stockholder who is known by us to own beneficially more than 5% of the
outstanding common stock; (b) each of our directors; (c) each of our executive
officers; and (d) all our directors and executive officers as a group.
PERCENTAGE OF
COMMON STOCK
BENEFICIALLY OWNED
-------------------------
NUMBER OF SHARES BEFORE
NAME AND ADDRESS OF BENEFICIAL OWNER(1) BENEFICIALLY OWNED(2) OFFERING AFTER OFFERING
--------------------------------------- --------------------- -------- --------------
Robert J. Skandalaris(3)................................ 2,698,899 39.68% 24.98%
Jonathan P. Rye......................................... 81,693 1.20% *
Christopher L. Morin(4)................................. 72,167 1.06% *
Michael C. Azar(5)...................................... 65,526 * *
Anthony R. Tersigni(6).................................. 23,693 * *
Daniel J. McEnroe(6).................................... 20,093 * *
Mark T. Behrman(7)...................................... 18,647 * *
Van E. Conway........................................... 15,221 * *
David V. Harper......................................... 9,598 * *
Stuart I. Greenbaum(8).................................. 6,276 * *
Lee M. Canaan(8)........................................ 4,943 * *
Thomas L. Saeli......................................... 3,887 * *
All Directors and Officers as a group (12 persons)(9)... 3,020,634 44.41% 27.96%
---------------
* Less than 1%.
(1) The address of each named person is 28213 Van Dyke Avenue, Warren, Michigan
48093.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting and
investment power with respect to the securities. In computing the number of
shares beneficially owned by a person and the percentage ownership of that
person, each share of common stock subject to options held by that person
that will be exercisable within 60 days of July 31, 2002, are deemed
outstanding. Such shares, however, are not deemed outstanding for the
purpose of computing the percentage ownership of any other person.
(3) Includes 189,396 shares of common stock held by Robert J. Skandalaris as
custodian for his three children; and 412,592 shares of common stock over
which Mr. Skandalaris exercises voting power pursuant to certain Voting
Agreements and Powers of Attorney.
(4) Includes options to purchase 35,000 shares of common stock at $6.23 per
share expiring in 2003, 10,500 shares of common stock at $6.05 per share
expiring in 2003, and 4,000 shares of common stock at $12.63 expiring in
2005.
(5) Includes options to purchase 7,000 shares of common stock at $6.05 expiring
in 2003, 3,500 shares of common stock at $7.86 expiring in 2004 and 6,000
shares of common stock at $12.63 expiring in 2004.
(6) Includes options to purchase 5,000 shares of common stock at $6.23 per share
expiring in 2003, 5,000 shares of common stock at $13.55 per share expiring
in 2004, 1,250 shares of common stock at $10.63 in 2005, 1,250 shares of
common stock at $7.89 expiring in 2005, 1,250 shares of common stock at
$6.64 expiring in 2005, and 1,250 shares of common stock at $4.78 expiring
in 2005.
(7) Includes options to purchase 1,250 shares of common stock at $10.98 per
share expiring in 2004, 5,000 shares of common stock at $13.55 per share
expiring in 2004, 1,250 shares of common stock at $10.63 in 2005, 1,250
shares of common stock at $7.89 expiring in 2005, 1,250 shares of common
stock at $6.64 expiring in 2005, 1,250 shares of common stock at $4.78
expiring in 2005 and Warrants to purchase 3,704 shares at $10.80 expiring on
November 18, 2002.
(8) Includes option to purchase 1,250 shares of common stock at $4.78 per share
expiring 2006.
(9) Includes options to purchase an aggregate of 117,250 shares of common stock
which are currently exercisable or will become exercisable within 60 days of
July 31, 2002.
43
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
Our certificate of incorporation authorizes up to 20,000,000 shares of
$.001 par value common stock. As of July 31, 2002, there were 7,639,634 shares
of common stock issued (including 837,479 shares held in our treasury), held of
record by approximately 76 stockholders.
The holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders and are not entitled
to cumulate votes. The holders of common stock are entitled to receive ratably
such dividends as may be declared by the board of directors out of legally
available funds. Upon our liquidation, dissolution or winding up, the holders of
common stock are entitled to share ratably in all assets that are legally
available for distribution after payment of all debts and other liabilities,
subject to the prior rights of any holders of preferred stock then outstanding.
The holders of common stock have no other preemptive, subscription, redemption,
sinking fund or conversion rights. All outstanding shares of common stock are
fully paid and nonassessable. The shares of common stock to be issued upon
completion of this offering will also be fully paid and nonassessable.
PREFERRED STOCK
Our certificate of incorporation authorizes up to 150,000 shares of $10 par
value preferred stock. Shares of preferred stock may be issued in one or more
classes or series at such time and in such quantities as the board of directors
may determine. All shares of any one series shall be equal in rank and identical
in all respects. There were no shares of preferred stock issued and outstanding
as of the date of this prospectus.
Our board of directors has the authority, without action by the
stockholders, to designate and issue preferred stock in one or more series and
to fix the rights, preferences and privileges of each such series, any or all of
which may be greater than the rights of common stock. It is not possible to
state the actual effect of the issuance of any shares of preferred stock upon
the rights of holders of the common stock until the board of directors
determines the specific rights of the holders of such shares. However, the
effects might include, among other things, restricting dividends on the common
stock, diluting the voting power of the common stock, impairing the liquidation
rights of the common stock and delaying or preventing a change in control of
Noble without further action by the stockholders. We have no present plans to
issue any additional shares of preferred stock.
6% CONVERTIBLE SUBORDINATED DEBENTURES
On August 10, 1998, we closed a private offering of 6% convertible
subordinated debentures for gross proceeds of $20.76 million. These debentures
were issued under an Indenture dated as of July 23, 1998 (the "Indenture")
between the Company and American Stock Transfer & Trust Company, as trustee. The
following description is only a summary of certain material provisions of the
Indenture. We urge you to read the Indenture in its entirety because it, and not
this description, defines the rights of the holders of the debentures. 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 1999, 2000 and 2001
we issued $1.2 million, $1.1 million and $1.0 million, respectively, in
principal amounts of additional debentures as payment of interest.
The debentures are our unsecured subordinated obligations, which may be
redeemed by us 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 thereafter.
The debentures are convertible into common stock at $14.3125 per share,
subject to a downward adjustment upon the occurrence of certain events, which
may include this offering. For example, if we sell shares in this offering for
consideration that is less than the current market price per share in effect
immediately before such sale, then the conversion price of the debentures will
be reduced to the consideration per share that we receive in this offering. No
adjustment in the conversion price will be required unless such
44
adjustment would require an increase or decrease of at least 1% in the
conversion price; however, any such adjustments will be carried forward and
taken into account in any subsequent adjustment.
Beginning January 31, 2004 and on each July 31 and January 31 thereafter,
we are required to redeem for cash 25% of the outstanding principal amount of
the debentures through the maturity date. In addition, upon a change in control
of Noble, each holder of our convertible subordinated debentures has the right
during the 45-day period following notice thereof from us to require us to
repurchase all or a portion of such holder's debentures at a cash purchase price
equal to 100% of the principal amount of such debentures, plus accrued and
unpaid interest to the date of repurchase.
ANTI-TAKEOVER PROVISIONS OF THE DELAWARE GENERAL CORPORATION LAW AND CERTAIN
CHARTER PROVISIONS
We are subject to Section 203 of the Delaware General Corporation Law. In
general, Section 203 prohibits a publicly held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years following the date the person became an interested
stockholder, unless (with certain exceptions) the business combination or the
transaction in which the person became an interested stockholder is approved in
a prescribed manner. Generally, a "business combination" includes a merger,
asset or stock sale, or other transaction resulting in a financial benefit to
the interested stockholder. Generally, an "interested stockholder" is a person
who, together with affiliates and associates, owns (or, in the case of
affiliates or associates of the corporation, within three years prior to the
determination of interested stockholder status, did own) 15% or more of a
corporation's voting stock. The existence of this provision would be expected to
have anti-takeover effects with respect to transactions not approved in advance
by the board of directors, such as discouraging takeover attempts that might
result in a premium over the market price of the common stock.
Our bylaws eliminate the right of stockholders to act by written consent
without a meeting unless such written consent is unanimous. In addition,
stockholders are not entitled to cumulative voting in the election of directors.
The authorization of preferred stock makes it possible for the board of
directors to issue preferred stock with voting or other rights or preferences
that could impede the success of any attempt to change control of Noble. The
foregoing provisions of our certificate of incorporation, our bylaws and the
Delaware General Corporation Law may have the effect of deferring hostile
takeovers or delaying changes in control of management of Noble.
TRANSFER AGENT AND REGISTRAR
Our transfer agent and registrar is American Stock Transfer & Trust
Company, 6201 15th Avenue, #3K, Brooklyn, New York 11219.
45
UNDERWRITING
Subject to the terms and conditions of an underwriting agreement
dated , 2002, the underwriters named below, through their
representatives, Raymond James & Associates, Inc. and Gerard Klauer Mattison &
Co., Inc. have severally agreed to purchase from us at the public offering price
the respective number of shares of common stock set forth opposite their names
below:
NUMBER OF
UNDERWRITERS SHARES
------------ ---------
Raymond James & Associates, Inc. ...........................
Gerard Klauer Mattison & Co., Inc. .........................
---------
Total....................................................... 3,500,000
The underwriting agreement provides that the obligations of the
underwriters are subject to certain conditions precedent, including the absence
of any materially adverse change in our business and the receipt of certain
certificates, opinions and letters from us and our attorneys and independent
auditors. The nature of the underwriters' obligation is such that they are
committed to purchase all shares of common stock offered hereby if any of the
shares are purchased.
We have granted an option to the underwriters, exercisable for 30 days
after the date of this prospectus, to purchase up to an aggregate of 525,000
shares of our common stock at the public offering price. The underwriters may
exercise this option solely to cover unfulfilled customer orders, if any, in
connection with the sale of our common stock. If the underwriters exercise this
option, each underwriter will be obligated, subject to certain conditions, to
purchase a number of additional shares of our common stock proportionate to the
underwriter's initial amount set forth in the table above.
The following table summarizes the underwriting discounts and commissions
to be paid by us to the underwriters and the expense payable by us for each
share of our common stock and in total. This information is presented assuming
either no exercise or full exercise of the underwriters' option to purchase
additional shares of common stock.
WITHOUT
PER SHARE OPTION WITH OPTION
--------- -------- -----------
Underwriting discounts and commissions..............
Expenses............................................
We have been advised that the underwriters propose to offer the shares of
our common stock to the public at the public offering price set forth on the
cover page of this prospectus and to certain dealers at that price less a
concession not in excess of $ per share. The underwriters may allow, and
such dealers may re-allow, a concession not in excess of $ per share to
certain other dealers. The offering of the shares of common stock is made for
delivery when, as and if accepted by the underwriters and subject to prior sale
and to withdrawal, cancellation or modification of this offering without notice.
The underwriters reserve to right to reject an order for the purchase of shares,
in whole or in part.
We, our executive officers and our directors have agreed that for a period
of 90 days after the date of this prospectus, we and they will not, without the
prior written consent of Raymond James & Associates, Inc., directly or
indirectly:
- sell, offer or contract to sell or otherwise dispose of or transfer any
shares of our common stock or securities convertible into or exchangeable
or exercisable for shares of our common stock, other than any grant of
options by us for our common stock under our stock option plans; the
exercise of warrants or stock options currently outstanding or granted
under our stock option plans; shares of common stock issued upon
conversion of outstanding convertible subordinated debentures; or shares
of common stock transferred to a trust established by such persons for
the sole benefit of such persons or such persons' spouse or descendants,
or transferred as a gift or gifts, provided that any donee thereof agrees
in writing to be bound by the terms hereof, whether now owned or acquired
after the date of this prospectus by
46
any such persons or with respect to which any such persons acquire after
the date of this prospectus the power of disposition; or
- exercise or seek to exercise or effectuate in any manner any rights of
any nature that such persons have or may hereafter have to require us to
register under the Securities Act any such persons' sale, transfer or
other disposition of any shares of our common stock or securities
convertible into or exchangeable or exercisable for shares of our common
stock, or to otherwise participate as selling stockholders in any matter
in any registration effected by us under the Securities Act.
Until the offering is completed, applicable rules of the SEC may limit the
ability of the underwriters and certain selling group members to bid for and
purchase our common stock. As an exception to these rules, the underwriters may
engage in certain transactions that stabilize the price of our common stock.
These transactions may include short sales, stabilizing transactions and
purchases to cover positions created by short sales. Short sales involve the
sale by the underwriters of a greater number of shares of our common stock than
they are required to purchase in the offering. Stabilizing transactions consist
of certain bids or purchases made for the purpose of preventing or retarding a
decline in the market price of our common stock while the offering is in
progress.
The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the other underwriters a portion of the
underwriting discount received by it because the representatives have
repurchased shares sold by or for the account of such underwriter in stabilizing
or short covering transactions.
These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of our common stock. As a result, the price of our
common stock may be higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be discontinued by the
underwriters without notice at any time. These transactions may be effected on
the Nasdaq National Market, or otherwise.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act, and to contribute to payments
which the underwriters may be require to make in respect thereof.
This is a brief summary of the material provisions of the underwriting
agreement and does not purport to be a complete statement of its terms and
conditions. A copy of the underwriting agreement is on file with the SEC as an
exhibit to the Registration Statement of which this prospectus forms a part.
Gerard Klauer Mattison & Co., Inc. ("GKM") received an investment banking
fee of $161,000 in connection with our December 2001 acquisition of Noble
Construction Equipment, Inc. ("NCE"). David J. Langevin, who was a principal
shareholder of NCE, and who is a managing director of GKM, received 53,030
shares of our common stock as consideration for his interest in NCE. In
addition, Mr. Langevin provides consulting services to NCE for which he receives
$10,000 per month under a one-year agreement expiring in December 2002.
In addition, GKM, Mr. Langevin and Robert J. Skandalaris, our Chief
Executive Officer are members of Quantum Value Management, LLC, which is the
general partner of Quantum Value Partners, L.P., an investment fund engaged in
private investments. Messrs. Langevin and Skandalaris are also members of
Quantum Associates, LLC, which provides management services to Quantum Value
Partners, L.P. On April 10, 2002, Quantum Value Partners, L.P., acquired, along
with Terex Corp., all of the issued and outstanding stock of Crane & Machinery,
Inc.
LEGAL MATTERS
The validity of our common stock offered hereby will be passed upon for us
by Oppenheimer Wolff & Donnelly LLP, Newport Beach, California. Certain legal
matters will be passed upon for the underwriters by Foley & Lardner, Detroit,
Michigan.
47
EXPERTS
The consolidated balance sheet at December 31, 2001 and the related
consolidated statements of earnings, stockholders' equity, comprehensive income
and cash flows for the year then ended, included in this prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is included herein, and has been so included in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.
The consolidated financial statements as of December 31, 2000 and for each
of the two years in the period ended December 31, 2000 included and incorporated
by reference in this prospectus have been audited by Grant Thornton LLP,
independent auditors, as stated in their report, which is included and
incorporated by reference herein, and has been so included and incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
As permitted by SEC rules, this prospectus does not contain all of the
information that prospective investors can find in the registration statement of
which it is a part or the exhibits to the registration statement. The SEC
permits us to incorporate by reference, into this prospectus, information filed
separately with the SEC. The information incorporated by reference is deemed to
be part of this prospectus, except as superseded or modified by information
contained directly in this prospectus or in a subsequently filed document that
also is (or is deemed to be) incorporated herein by reference.
This prospectus incorporates by reference the documents set forth below
that we previously have filed (File No. 001-13581) with the SEC pursuant to the
Securities Exchange Act of 1934, as amended. These documents contain important
information about us and our financial condition.
1. Our Annual Report on Form 10-K for the fiscal year ended December
31, 2001, except for Item 8.
2. Our Quarterly Report on Form 10-Q for the three months ended March
31, 2002, as amended.
3. Our Current Report on Form 8-K filed January 3, 2002.
4. Our Quarterly Report on Form 10-Q for the six months ended June 30,
2002, as amended.
5. Our Current Report on Form 8-K filed September 20, 2002.
6. Our Current Report on Form 8-K filed September 23, 2002.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and other
information with the SEC. You may read and copy any reports, statements, or
other information that we file at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the Public Reference Room. The SEC also maintains an
Internet site (http://www.sec.gov) that makes available to the public reports,
proxy statements, and other information regarding issuers that file
electronically with the SEC.
In addition, we will provide, without charge, to each person to whom this
prospectus is delivered, upon written or oral request of any such person, a copy
of any or all of the foregoing documents (other than exhibits to such documents
that are not specifically incorporated by reference in such documents). Please
direct written requests for such copies to Noble International, Ltd., 28213 Van
Dyke Avenue, Warren, Michigan 48093, Attention: Michael C. Azar, Secretary.
Telephone requests may be directed to the office of our Secretary at (586)
751-5600.
48
Shares of our common stock are quoted on the Nasdaq National Market.
Reports, proxy statements and other information concerning us can be inspected
and copied at the Public Reference Room of the National Association of
Securities Dealers, 1735 K Street, N.W., Washington, D.C. 20006.
49
INDEX TO FINANCIAL STATEMENTS
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS
Independent Auditors' Reports............................... F-2
Consolidated Balance Sheets -- December 31, 2000 and 2001... F-4
Consolidated Statements of Earnings --
For the years ended December 31, 1999, 2000 and 2001...... F-5
Consolidated Statements of Stockholders' Equity --
For the years ended December 31, 1999, 2000 and 2001...... F-7
Consolidated Statements of Comprehensive Income --
For the years ended December 31, 1999, 2000 and 2001...... F-8
Consolidated Statements of Cash Flows --
For the years ended December 31, 1999, 2000 and 2001...... F-9
Notes to Consolidated Financial Statements.................. F-11
INTERIM FINANCIAL STATEMENTS
Consolidated Balance Sheets --
December 31, 2001 and June 30, 2002 (unaudited)........... F-31
Consolidated Statements of Earnings
For the six-month periods ended June 30, 2001 and 2002
(unaudited)............................................... F-32
Consolidated Statements of Comprehensive Income
For the six-month periods ended June 30, 2001 and 2002
(unaudited)............................................... F-32
Consolidated Statements of Cash Flows --
For the six-month periods ended June 30, 2001 and 2002
(unaudited)............................................... F-33
Notes to Interim Financial Statements (unaudited)........... F-34
F-1
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Noble International, Ltd. and Subsidiaries
We have audited the accompanying consolidated balance sheet of Noble
International, Ltd. (a Delaware corporation) and Subsidiaries (the "Company") as
of December 31, 2001 and the related consolidated statements of earnings,
stockholders' equity, comprehensive income and cash flows for the year then
ended. 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, such 2001 consolidated financial statements, present
fairly, in all material respects, the financial position of Noble International,
Ltd. and Subsidiaries as of December 31, 2001, and the results of their
operations and their cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Detroit, Michigan
March 11, 2002 (except for the last paragraph under the title,
"New Accounting Pronouncements" contained
in Note A, as to which the date is June 14, 2002)
F-2
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Noble International, Ltd.
We have audited the accompanying consolidated balance sheet of Noble
International, Ltd. (a Delaware corporation) and Subsidiaries as of December 31,
2000 and the related consolidated statements of earnings, stockholders' equity,
comprehensive income and cash flows for each of the two years in the period
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 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 financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above,
present fairly, in all material respects, the consolidated financial position of
Noble International, Ltd. and Subsidiaries as of December 31, 2000, and the
consolidated results of their operations and cash flows for each of the two
years in the period 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)
F-3
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
-------------------
2000 2001
-------- --------
(IN THOUSANDS,
EXCEPT SHARE DATA)
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................. $ 1,091 $ 943
Accounts receivable, trade, net of allowance for doubtful
accounts of $427 and $242 at December 31, 2000 and
2001, respectively..................................... 20,214 32,556
Inventories............................................... 8,185 20,495
Income taxes refundable................................... -- 492
Prepaid expenses and other assets......................... 1,312 2,708
Deferred income taxes..................................... 1,566 506
-------- --------
Total current assets........................................ 32,368 57,700
Property, plant and equipment, net.......................... 58,673 46,989
Other assets
Goodwill, net of accumulated amortization of $5,177 and
$6,516 at December 31, 2000 and 2001, respectively..... 50,148 40,755
Covenants not to compete, net of accumulated amortization
of $671 and $921 at December 31, 2000 and 2001,
respectively........................................... 1,389 1,139
Other..................................................... 2,629 10,356
-------- --------
Total non-current assets.................................... 54,166 52,250
-------- --------
Total assets................................................ $145,207 $156,939
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt...................... $ 420 $ 51,035
Accounts payable.......................................... 12,180 21,231
Accrued liabilities....................................... 10,303 12,823
Income taxes payable...................................... 143 --
-------- --------
Total current liabilities................................... 23,046 85,089
Long-term debt, excluding current maturities................ 53,743 809
Convertible subordinated debentures......................... 16,252 16,110
Junior subordinated notes................................... 3,359 3,439
Deferred income taxes....................................... 3,230 2,658
Putable common stock (133,756 shares)....................... 1,336 1,203
Redeemable preferred stock.................................. 400 250
Stockholders' equity
Preferred stock, $10 par value, authorized 150,000
shares................................................. -- --
Common stock, $.001 value, authorized 20,000,000 shares,
issued 7,234,319 and 7,519,186 shares at December 31,
2000 and 2001, respectively............................ 22,857 22,871
Paid-in capital -- warrants, $10 per common share exercise
price, 90,000 warrants outstanding..................... 121 121
Retained earnings......................................... 21,217 24,857
Accumulated comprehensive loss............................ (354) (468)
-------- --------
Total stockholders' equity.................................. 43,841 47,381
-------- --------
Total liabilities and stockholders' equity.................. $145,207 $156,939
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31,
---------------------------------
1999 2000 2001
--------- --------- ---------
(IN THOUSANDS)
Net sales
Products.................................................. $ 85,266 $ 87,955 $ 77,290
Services.................................................. -- 21,826 60,938
--------- --------- ---------
Total net sales............................................. 85,266 109,781 138,228
Cost of sales
Products.................................................. 56,438 64,457 59,234
Services.................................................. -- 17,219 48,239
--------- --------- ---------
Total cost of sales......................................... 56,438 81,676 107,473
Gross margin................................................ 28,828 28,105 30,755
Selling, general and administrative expenses................ 15,760 23,004 22,472
--------- --------- ---------
Operating profit.......................................... 13,068 5,101 8,283
Other income (expense):
Interest income........................................... 4 5 1,587
Interest expense.......................................... (1,819) (2,929) (4,586)
Other, net................................................ 276 235 1,616
--------- --------- ---------
(1,539) (2,689) (1,383)
--------- --------- ---------
Earnings from continuing operations before income taxes and
extraordinary items....................................... 11,529 2,412 6,900
Income tax expense.......................................... 4,235 1,196 2,805
--------- --------- ---------
Earnings from continuing operations before extraordinary
items..................................................... 7,294 1,216 4,095
Preferred stock dividends................................... 61 49 27
--------- --------- ---------
Earnings on common shares from continuing operations........ 7,233 1,167 4,068
Discontinued Operations:
(Loss) from discontinued operations (less income taxes of
$(230) and $(61) in 1999 and 2000)........................ (472) (115) --
Gain on sale of discontinued operations (less income taxes
of $5,561)................................................ -- 10,044 --
--------- --------- ---------
Earnings on common shares before extraordinary items........ 6,761 11,096 4,068
Extraordinary item -- (loss) on extinguishment of debt (less
income tax of $(121))..................................... -- (304) --
Extraordinary item -- gain on acquisition (less income tax
of $807).................................................. -- 1,567
--------- --------- ---------
Net earnings on common shares............................... $ 6,761 $ 10,792 $ 5,635
========= ========= =========
F-5
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS -- (CONTINUED)
YEARS ENDED DECEMBER 31,
---------------------------------
1999 2000 2001
--------- --------- ---------
Basic earnings per common share:
Earnings from continuing operations before extraordinary
item...................................................... $ 1.01 $ 0.16 $ 0.61
Earnings (loss) from discontinued operations................ (0.07) 1.40 --
Extraordinary item -- (loss) on extinguishment debt......... -- (0.04) --
Extraordinary item -- gain on acquisition................... -- -- 0.24
--------- --------- ---------
Basic earnings per common share........................... $ 0.94 $ 1.52 $ 0.85
========= ========= =========
Basic weighted average common shares outstanding............ 7,192,328 7,112,311 6,626,212
========= ========= =========
Diluted earnings per common share:
Earnings from continuing operations before extraordinary
item...................................................... $ 0.92 $ 0.16 $ 0.61
Earnings (loss) from discontinued operations................ (0.05) 1.37 --
Extraordinary item -- (loss) on extinguishment of debt...... -- (0.04) --
Extraordinary item -- gain on acquisition................... -- -- 0.24
--------- --------- ---------
Diluted earnings per common share......................... $ 0.87 $ 1.49 $ 0.85
========= ========= =========
Diluted weighted average common shares outstanding and
equivalents............................................... 8,530,981 7,234,786 6,650,861
========= ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
PAID- ACCUMULATED
COMMON IN RETAINED COMPREHENSIVE
STOCK CAPITAL EARNINGS LOSS TOTAL
------- ------- -------- ------------------ -------
(IN THOUSANDS)
Balance at December 31, 1998........... $27,338 $141 $ 5,244 $(386) $32,337
Redemption of 6,017 shares of common
stock................................ (41) -- -- -- (41)
Exercise of 1,046 warrants in
connection with the initial public
offering............................. 11 -- -- -- 11
Exercise of options under stock option
plan................................. 62 -- -- -- 62
Conversion of subordinated debt into
32,907 shares of common stock........ 453 -- -- -- 453
Exercise of 15,000 warrants in
connection with junior notes......... 170 (20) -- -- 150
Dividends paid on redeemable preferred
stock................................ -- -- (61) -- (61)
Net earnings........................... -- -- 6,822 -- 6,822
Equity adjustment from foreign currency
translation.......................... -- -- -- 120 120
------- ---- ------- ----- -------
Balance at December 31, 1999........... 27,993 121 12,005 (266) 39,853
Redemption of 625,823 shares of common
stock................................ (5,136) -- -- -- (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........... 22,857 121 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........... $22,871 $121 $24,857 $(468) $47,381
======= ==== ======= ===== =======
The accompanying notes are an integral part of these consolidated financial
statements.
F-7
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31,
-------------------------
1999 2000 2001
------ ------- ------
(IN THOUSANDS)
Net earnings................................................ $6,761 $10,792 $5,635
Other comprehensive income (loss), equity adjustment from
foreign currency translation, net of tax.................. 120 (88) (114)
------ ------- ------
Comprehensive income........................................ $6,881 $10,704 $5,521
====== ======= ======
The accompanying notes are an integral part of these consolidated financial
statements.
F-8
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
------------------------------
1999 2000 2001
-------- -------- --------
(IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings from continuing operations before
extraordinary items:................................... $ 7,294 $ 1,216 $ 4,095
Adjustments to reconcile net earnings to net cash provided
by (used in) operations:
Interest expense....................................... 1,239 1,203 1,519
Depreciation of property, plant and equipment.......... 4,705 5,577 4,758
Loss from unconsolidated entity........................ -- -- 100
Amortization of goodwill and intangibles............... 1,924 2,440 2,634
Deferred income taxes.................................. 1,277 (299) 357
Loss (gain) on sale of fixed assets.................... -- (437) 221
Changes in operating assets and liabilities, net of
effects of acquisitions
(Increase) in accounts receivables..................... (330) (2,061) (15,018)
(Increase) in inventories.............................. (1,018) (1,124) (5,442)
(Increase) decrease in prepaid expenses................ (941) 507 (1,223)
(Increase) in other assets............................. (649) (281) (184)
Increase in accounts payable........................... 2,284 207 9,980
Increase (decrease) in income taxes payable............ (1,845) 1,702 (420)
Increase (decrease) in accrued liabilities............. (3,341) 574 (958)
-------- -------- --------
Net cash provided by continuing operations............. 10,599 9,224 419
Net cash used in discontinued operations............... (23,432) (115) --
-------- -------- --------
Net cash provided by (used in) operating activities.... (12,833) 9,109 419
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from sale of discontinued operations......... -- 77,254 --
Purchase of property, plant and equipment................. (12,350) (10,236) (8,701)
Proceeds from sale of businesses.......................... -- -- 23,151
Acquisitions of businesses, net of cash acquired.......... (3,885) (21,231) (6,910)
Proceeds from sale of fixed assets........................ -- 1,660 2,475
Other long term assets.................................... -- -- (603)
-------- -------- --------
Net cash (used in) provided by investing activities....... (16,235) 47,447 9,412
-------- -------- --------
The accompanying notes are an integral part of these consolidated financial
statements.
F-9
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
YEARS ENDED DECEMBER 31,
----------------------------
1999 2000 2001
------- -------- -------
(IN THOUSANDS)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of notes payable -- related parties............. (1,672) (5,000) --
Proceeds from issuance of common stock.................... 243 -- 1,155
Redemption of redeemable preferred stock.................. (187) (113) (150)
Redemption of common stock................................ (41) (5,136) (1,141)
Redemption of convertible subordinated debentures......... -- (6,376) (1,105)
Dividends paid on preferred stock......................... (61) (49) (27)
Dividends paid on common stock............................ -- (1,580) (1,995)
Payments on long-term debt................................ (780) (5,301) (300)
Net proceeds (payments) on note payable to bank........... 31,321 (32,507) (6,302)
------- -------- -------
Net cash provided by (used in) financing activities....... 28,823 (56,062) (9,865)
Effect of exchange rate changes on cash................... 120 (88) (114)
------- -------- -------
Net (decrease) increase in cash and cash equivalents...... (125) 406 (148)
Cash and cash equivalents at beginning of period.......... 810 685 1,091
------- -------- -------
Cash and cash equivalents at end of period................ $ 685 $ 1,091 $ 943
======= ======== =======
SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid for:
Interest............................................... $ 9,268 $ 3,188 $ 2,948
------- -------- -------
Taxes (net of refunds)................................. $ 2,230 $ 4,633 $ 1,569
------- -------- -------
Fair value of assets acquired, including goodwill......... $ 5,189 $ 33,625 $15,910
Liabilities assumed....................................... (1,304) (11,169) (9,389)
Debt issued............................................... -- (1,225) --
Stock issued.............................................. -- -- (350)
------- -------- -------
Cash paid................................................. $ 3,885 $ 21,231 $ 6,171
======= ======== =======
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITY:
During 1999, $.472 million of debentures were converted into Common Stock
of the Company at $14.3125 per common share, at the election of debenture
holders as provided under terms of the debentures.
During 1999, 2000 and 2001, the Company issued $1.24 million, $1.1 million
and $1.0 million of convertible subordinated debentures as payment of 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.
The accompanying notes are an integral part of these consolidated financial
statements.
F-10
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --
DECEMBER 31, 1999, 2000 AND 2001
NOTE A -- BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNT POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements as of December 31, 2001
and for the years ended December 31, 1999 and 2000, include Noble International,
Ltd. and its wholly-owned subsidiaries, Noble Component Technologies ("NCT"),
Monroe Engineering Products, Inc. ("Monroe"), Cass River Coating, Inc. (dba
Vassar Industries, "Vassar"), Skandy Corp. ("Skandy"), Utilase Production
Process, Inc. ("UPP"), Noble Metal Forming, Inc. ("NMF"), Noble Metal
Processing, Inc. ("NMP"), Noble Land Holdings, Inc. ("Land Holdings"), Noble
Canada, Inc. ("Noble Canada"), Noble Canada II, Inc. ("Noble Canada II"),
Tiercon Plastics, Inc. (formerly Triam Plastics, Inc.) ("TPI"), Tiercon
Coatings, Inc. (formerly Centrifugal Coaters, Inc.) ("TCI") and Noble Metal
Processing Midwest, Inc. (formerly H&H Steel Processing Company, Inc.) ("NMPM"),
Noble Canada Holdings Limited ("NCH"), Noble Canada Holdings II Ltd. ("NCHII"),
Noble Components & Systems, Inc. ("NCS"), Noble Manufacturing Group, Inc.
("NMG"), (formerly Noble Technologies, Inc.), Noble Metal Processing Canada,
Inc. ("NMPC"), Noble Metal Processing -- Kentucky, LLC ("NMPK"), Noble Logistic
Services, Inc. ("NLS"), Noble Logistic Services, Inc. (formerly Assured
Transportation & Delivery, Inc. and Central Transportation & Delivery, Inc.)
("NLS-CA"), Noble Logistic Services, Inc. (formerly Dedicated Services, Inc.)
("NLS-TX"), Pro Motorcar Products, Inc. ("PMP"), Pro Motorcar Distribution, Inc.
("PMD") and Tiercon Industries, Inc. ("Tiercon") (collectively, "Noble" or the
"Company") from the date of acquisition to the date of disposition, if
applicable. The accompanying consolidated financial statements as of and for the
year ended December 31, 2001 also include Noble Construction Equipment, Inc.
("NCE") (formerly Construction Equipment Direct, Inc. ("CED")). The terms
"Noble" or the "Company" also include NCE.
On February 16, 2001 the Company completed the sale of NMPM and NMF. On
December 19, 2001 the Company completed the acquisition of NCE and the
subsequent acquisition of Eagle Picher Industries, Inc.'s construction equipment
division.
All significant intercompany balances and transactions have been eliminated
in consolidation.
NATURE OF OPERATIONS
Noble is a holding company, which through its subsidiaries, manufactures a
variety of components and provides design, engineering, assembly and other
services to the automotive and heavy equipment industries, same-day delivery
services to a variety of industries, and the distribution of tooling components
and paint measurement gauges. The Company's Automotive Group provides laser
welding, blanking and forming, slitting, cutting and storage products and
services. The Company's Heavy Equipment Group designs and manufactures various
sub assemblies and complete assemblies for the heavy equipment industry. The
Company's Logistics Group provides same-day delivery services to a variety of
industries. The Company's Distribution Group 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.
F-11
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in
the preparation of the accompanying financial statements follows:
REVENUE RECOGNITION
Revenue is recognized when product is shipped or services are rendered.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, all investments with
maturities of less than three months are considered to be cash equivalents.
INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or
market.
UNBILLED CUSTOMER TOOLING
The costs to manufacture and supply customer-owned tooling are recorded as
unbilled tooling costs when incurred. Amounts incurred are charged to cost of
sales and revenue is recognized when the tooling is shipped and billed to
customers. Provision for losses are provided at the time management anticipates
cost to exceed anticipated customer reimbursements.
PROPERTY, PLANT, AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation is provided
for 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 charged to expense as incurred. The Company
capitalizes interest cost associated with construction in progress. Capitalized
interest costs in 1999, 2000 and 2001 were $610,000, $1.3 million and $400,000,
respectively.
GOODWILL AND COVENANTS NOT TO COMPETE
Goodwill is the excess of cost over the fair value of net assets acquired
and through December 31, 2001 was amortized over a 20-year period on the
straight-line method. On January 1, 2002 the Company was required to implement
Statement of Financial Accounting Standards (SFAS) Statement No. 142 "Goodwill
and Other Intangible Assets." Under SFAS No. 142 goodwill and other intangible
assets are no longer amortized. As required under SFAS No. 142 management will
regularly evaluate the carrying value of businesses and determine if any
impairment exists. Amortization of goodwill and intangibles was $2.6 million in
2001. Covenants not to compete are amortized over the life of the agreement,
typically three to five years.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company periodically reviews the realization of long-lived assets,
including goodwill, based on an evaluation of remaining useful lives and the
current and expected future profitability and cash flows related to such assets.
INCOME TAXES
The Company records the provision for federal and state income taxes under
the asset and liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
F-12
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases, and the effect of operating loss
and tax credit carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
the period that includes the enactment date.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments include cash, accounts receivable,
accounts payable, accrued liabilities and long-term debt. The carrying value of
these instruments approximates their estimated fair value based upon rates and
terms available for instruments of similar characteristics.
USE OF ESTIMATES
In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates.
FOREIGN CURRENCY TRANSLATION
The accounts of the foreign subsidiaries have been translated from its
functional currency to the U.S. dollar. Such translation adjustments are not
included in income, but are accumulated directly in a separate component of
stockholders' equity.
EARNINGS PER SHARE
Basic earnings per share exclude dilution and are computed by dividing
income available to common stockholders by the weighted-average common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised and converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the entity.
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.
F-13
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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, 1999, 2000 and 2001 (in
thousands, except share and per share amounts):
EARNINGS BEFORE
EXTRAORDINARY ITEM SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
------------------ ------------- ---------
YEAR ENDED DECEMBER 31, 1999
Basic earnings per common share:
Earnings from continuing operations on common
shares before extraordinary item................ $7,233 7,192,328 $ 1.01
Effect of dilutive securities:
Contingently issuable shares.................... -- 35,092 --
Convertible preferred stock..................... -- 137,938 (0.02)
Convertible debentures.......................... 645 1,005,938 (0.05)
Underwriters warrants........................... -- 10,852 --
Warrants in connection with junior subordinated
notes......................................... -- 6,170 --
Employee warrants............................... -- 18,203 --
Stock options................................... -- 124,460 (0.02)
------ --------- ------
Earnings from continuing operations per common
share assuming dilution......................... $7,878 8,530,981 $ 0.92
====== ========= ======
YEAR ENDED DECEMBER 31, 2000
Basic earnings per common share:
Earnings from continuing operations on common
shares before extraordinary item................ $1,167 7,112,311 $ 0.16
Effect of dilutive securities:
Contingently issuable shares.................... -- 35,092 --
Stock options................................... -- 87,383 --
------ --------- ------
Earnings from continuing operations per common
share assuming dilution......................... $1,167 7,234,786 $ 0.16
====== ========= ======
YEAR ENDED DECEMBER 31, 2001
Basic earnings per common share:
Earnings from continuing operations on common
shares before extraordinary item................ $4,068 6,626,212 $ 0.61
Effect of dilutive securities:
Contingently issuable shares.................... -- 22,987 --
Stock options................................... -- 1,662 --
------ --------- ------
Earnings from continuing operations per common
share assuming dilution......................... $4,068 6,650,861 $ 0.61
====== ========= ======
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 of Disposal of Long-Lived Assets." The new standard requires one
model of accounting for long-lived assets to be disposed of and broadens the
F-14
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
definition of discontinued operations to include a component of a segment. SFAS
No. 144 is effective for fiscal years beginning after December 15, 2001. The
Company does not expect the adoption of SFAS No. 144 to have a significant
impact on its financial position or results of operations.
In July 2001, SFAS No. 142 "Goodwill and Other Intangible Assets" was
issued effective for all fiscal quarters of fiscal years beginning after
December 15, 2001. SFAS No. 142 establishes criteria for the recognition of
intangible assets and their useful lives. It also results in the ceasing of the
amortization of goodwill and requires companies to test goodwill for impairment
on an annual basis. The Company is required to adopt SFAS No. 142 on January 1,
2002. The Company is currently evaluating the impact SFAS No. 142 will have on
its financial condition and results of operations. The Company expects that it
will no longer record approximately $2.6 million of amortization associated with
its $41.9 million of goodwill and intangible assets.
A reconciliation of previously reported income before extraordinary items
and 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
(in thousands, except per share data):
DECEMBER 31,
-------------------------
1999 2000 2001
------ ------- ------
(IN THOUSANDS,
EXCEPT PER SHARE DATE)
Reported income before extraordinary items................ $6,761 $11,096 $4,068
------ ------- ------
Reported net income....................................... $6,761 $10,792 $5,635
------ ------- ------
Add: Goodwill amortization, net of tax.................... $1,647 $ 1,602 $2,021
------ ------- ------
Adjusted income before extraordinary items................ $8,408 $12,698 $6,089
====== ======= ======
Adjusted net income....................................... $8,408 $12,394 $7,656
====== ======= ======
Reported basic earnings per share before extraordinary
item.................................................... $ 0.94 $ 1.56 $ 0.61
Reported extraordinary item............................... -- (0.04) 0.24
------ ------- ------
Reported basic earnings per share......................... 0.94 1.52 0.85
Add: Goodwill amortization, net of tax.................... 0.23 0.23 0.31
------ ------- ------
Adjusted basic earnings per share......................... $ 1.17 $ 1.75 $ 1.16
====== ======= ======
Reported diluted earnings per share before extraordinary
item.................................................... $ 0.87 $ 1.53 $ 0.61
Reported extraordinary item............................... -- (0.04) 0.24
------ ------- ------
Reported diluted earnings per share....................... 0.87 1.49 0.85
Add: Goodwill amortization, net of tax.................... 0.19 0.22 0.30
------ ------- ------
Adjusted diluted earnings per share....................... $ 1.06 $ 1.71 $ 1.15
====== ======= ======
COMPREHENSIVE INCOME
The Company reports comprehensive income in the financial statements
pursuant to SFAS No. 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. Financial statements have been reclassified for all periods
presented for comparative purposes.
F-15
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SEGMENT REPORTING
The Company reports information about operating segments pursuant to SFAS
No. 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.
NOTE B -- SALE OF PLASTICS AND COATINGS SEGMENT
On January 11, 2000 the Company completed the sale of all of the
outstanding capital stock of its subsidiary, Noble Canada, including Noble
Canada's wholly owned subsidiary Tiercon (the sale of Noble Canada and Tiercon
is hereinafter referred to as the "Tiercon Sale"). In addition, as part of the
Tiercon Sale, the Company through its wholly owned subsidiary NCS, sold all of
the outstanding capital stock of NCS's wholly owned subsidiaries Vassar and NCT.
Tiercon, Vassar and NCT, collectively "Noble Canada", comprised 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. Condensed financial
information relating to discontinued operations and net assets of discontinued
operations held for sale is as follows (in thousands):
DECEMBER 31,
1999
------------
Net assets of discontinued operations held for sale:
Current assets............................................ $31,272
Property, plant and equipment, net........................ 33,122
Other assets.............................................. 23,741
-------
Total assets.............................................. 88,135
-------
Current maturities of long term debt...................... 309
Other current liabilities................................. 15,303
Long term debt, excluding current maturities.............. 821
Preferred stock of subsidiaries........................... 1,308
Other liabilities......................................... 3,184
-------
Total liabilities......................................... 20,925
-------
Net assets of discontinued operations held for sale....... $67,210
=======
Results of operations:
Net sales................................................. $72,559
Gross profit.............................................. 11,836
Operating expenses........................................ 7,784
Operating income.......................................... 4,052
Net (loss)................................................ (472)
F-16
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE C -- INVENTORIES
The major components of inventories were as follows (in thousands):
DECEMBER 31,
----------------
2000 2001
------ -------
Raw materials and purchased parts........................... $2,615 $14,047
Work in process............................................. 629 2,367
Finished goods.............................................. 3,440 3,906
Unbilled customer tooling................................... 1,501 175
------ -------
$8,185 $20,495
====== =======
NOTE D -- PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following (in thousands):
DECEMBER 31,
-----------------
2000 2001
------- -------
Building and improvements................................... $14,721 $14,285
Machinery and equipment..................................... 47,887 37,162
Furniture and fixtures...................................... 3,740 2,504
------- -------
66,348 53,951
Less accumulated depreciation and amortization.............. 21,755 14,193
------- -------
44,593 39,758
Land........................................................ 1,129 1,055
Construction in process..................................... 12,951 6,176
------- -------
$58,673 $46,989
======= =======
NOTE E -- OTHER ASSETS
Other assets consisted of the following (in thousands):
DECEMBER 31,
----------------
2000 2001
------ -------
Note receivable -- SET Enterprises, Inc. (See Note I)....... -- $ 7,000
Accrued interest -- SET Enterprises, Inc. (See Note I)...... -- 333
Notes Receivable -- other................................... 518 839
Deferred financing costs -- net............................. 1,106 632
Deposits and other.......................................... 1,005 1,552
------ -------
$2,629 $10,356
====== =======
NOTE F -- LINE OF CREDIT AND LONG-TERM DEBT
The Company maintains a syndicated secured bank revolving credit facility
(the "Credit Facility") of $50.0 million at December 31, 2001. At December 31,
2001, the Company had borrowed $0.7 million more than the Credit Facility limit,
with the permission of the lender. The Credit Facility was increased to $52.5
million in March 2002 and expires in July 2002. The Company is in active
negotiations with its lender
F-17
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
and believes it has the ability and intent to renew its credit facility on
similar terms. The Credit Facility is collateralized by substantially all the
assets of the Company. The Credit Facility may be utilized for general corporate
purposes, including working capital and acquisition financing and provides the
Company with borrowing options. Borrowing options include a Eurocurrency rate or
a base rate (the bank's prime lending rate). Advances under the Credit Facility
bore interest at an effective rate of 8.0% and 4.7% as of December 31, 2000 and
2001, respectively. 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 in excess of $25
million. In addition, the Company is guarantor of $10.0 million of SET
Enterprises, Inc. debt related to its purchase of NMF and NMPM. As of the date
of this report, the Company believes that the guarantee will not be called by
the lender.
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. As of December 31,
2001, the Company is in compliance with all of its 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 six months beginning January 31, 2000 at 110% of the principal amount
(plus accrued interest) and at 107.5%, 104.5%, 102.5%, 101% and 100.5% during
each 12 month period following. Commencing November 30, 1998, the Debentures
became convertible into Common Stock at $14.3125 per share (subject to
adjustment). Beginning January 31, 2004 and on each July 31 and January 31
thereafter, the Company is required to redeem for cash 25% of the outstanding
principal amount of the Debentures through the maturity date. During 2001, the
Company redeemed $1.1 million of debentures for $35,000 in cash and 50,000
shares of the Company's Common Stock. Offering costs of $1.114 million are being
amortized over seven years. The unamortized balance of offering costs is
$452,000 at December 31, 2001 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 $141,000, 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 $199,000
are being amortized over five
F-18
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
years. The unamortized balance of offering costs is $75,000 at December 31, 2001
and is included in other assets.
DECEMBER 31,
-----------------
2000 2001
------- -------
Long-term debt consisted of the following (in thousands):
Credit Facility............................................. $52,523 $50,752
Other Notes, payable in monthly installments totaling $7,985
with interest rates ranging from 6% to 25.5% maturing
through September, 2005................................... 390 92
Economic Development Revenue Bonds, City of Lawrence,
Indiana. With floating monthly interest rate
(approximately 3.5% at December 31, 2001). Principal
payments of $125,000 and interest are due in semi-annual
installments through August 2005.......................... 1,250 1,000
6% Convertible Subordinated Debentures due 2005............. 16,252 16,110
7% Junior Subordinated Debentures due 2003.................. 3,359 3,439
------- -------
73,774 71,393
Less current maturities..................................... 420 51,035
------- -------
$73,354 $20,358
======= =======
The aggregate maturities of long-term debt by year as of December 31, 2001
are as follows (in thousands):
2002........................................................ $51,035
2003........................................................ 3,748
2004........................................................ 8,305
2005........................................................ 8,305
2006........................................................ 0
-------
$71,393
=======
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 ten years. Rent expense
for all operating leases were (in thousands), approximately $1,401, $1,624 and
$2,457 for the years ended December 31, 1999, 2000 and 2001, respectively.
The future minimum lease payments under these operating leases are as
follows (in thousands):
YEAR ENDED
DECEMBER 31,
------------
2002........................................................ $ 5,228
2003........................................................ 4,426
2004........................................................ 4,134
2005........................................................ 4,028
2006........................................................ 3,919
Thereafter.................................................. 11,624
-------
$33,359
=======
F-19
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company expects minimum rent payments of approximately $1.2 million per
year for the period 2002 through 2012 related to the sublease of a portion of
one of the Company's manufacturing facilities to a third party. 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 1999, 2000 and 2001 are as follows:
DECEMBER 31,
-------------------------
1999 2000 2001
------- ------ ------
(IN THOUSANDS)
United States............................................. $ 8,456 $ (110) $5,239
Foreign................................................... 3,073 2,522 1,661
------- ------ ------
$11,529 $2,412 $6,900
======= ====== ======
Income taxes have been charged to continuing operations as follows:
DECEMBER 31,
------------------------
1999 2000 2001
------ ------ ------
(IN THOUSANDS)
Current
Federal.................................................. $2,752 $1,418 $1,236
State and local.......................................... 206 77 31
------ ------ ------
2,958 1,495 1,267
Deferred federal......................................... 1,277 (299) 1,592
Deferred state........................................... -- -- (54)
------ ------ ------
$4,235 $1,196 $2,805
====== ====== ======
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:
DECEMBER 31,
------------------------
1999 2000 2001
------ ------ ------
(IN THOUSANDS)
Expected federal income tax................................ $3,920 $ 820 $2,360
Gain on sale of subsidiaries............................... -- -- 1,054
Foreign tax credit utilization............................. -- -- (855)
Difference in Canadian statutory rates..................... 141 50 (235)
Nondeductible items........................................ 117 328 452
State taxes................................................ 206 77 (23)
Other, net................................................. (149) (79) 52
------ ------ ------
Actual income tax expense.................................. $4,235 $1,196 $2,805
====== ====== ======
F-20
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The tax effects of temporary differences that give rise to significant
deferred tax assets and liabilities at December 31, 2000 and 2001 are as
follows:
2000 2001
---------------------- ----------------------
DEFERRED DEFERRED DEFERRED DEFERRED
ASSETS LIABILITIES ASSETS LIABILITIES
-------- ----------- -------- -----------
(IN THOUSANDS)
Depreciation and amortization.................. -- $3,294 -- $2,777
Accrued expenses not currently deductible...... 1,566 (64) 506 (65)
State net operating loss carryovers............ 144 54 --
------ ------ ---- ------
1,710 3,230 560 2,712
Less valuation allowance....................... (144) -- -- --
------ ------ ---- ------
Total.......................................... $1,566 $3,230 $560 $2,712
====== ====== ==== ======
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. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized.
Realization of the Company's deferred tax assets is dependent on generating
sufficient taxable income. Although realization is not assured, management
believes it is more likely than not that all of the deferred tax assets will be
realized.
NOTE I -- RELATED PARTY TRANSACTIONS
At December 31, 1999, the Company had an unsecured term note payable to the
Chief Executive Officer of the Company in the amount of $5 million with interest
at the annual rate of 12%. This note was repaid in its entirety during 2000.
On February 15, 2001, the Company repurchased 160,000 shares of its Common
Stock from its Chief Executive Officer for $880,000 in cash.
As of December 31, 2001, the Company, related to its relationship with SET,
has a note receivable due from SET consisting of a $7.0 million, 12% note due in
2003 including accrued interest of $0.33 million. The note subordinates to SET's
senior debt and interest payments are dependent upon compliance with covenants
of its senior debt. In addition, the Company has an account receivable due from
SET in the amount of $2.1 million related to the arrangement of financing,
management fees and expenses paid on the behalf of SET.
NOTE J -- SIGNIFICANT CUSTOMERS
For the year ended December 31, 2001 one customer accounted for 18% of net
sales. The Company had two customers that accounted for 27% of net sales in 2000
and one customer that accounted for 46% of net sales in 1999.
NOTE K -- ACQUISITIONS AND DISPOSITIONS
JEBCO MANUFACTURING, INC.
The Company purchased certain assets of Jebco Manufacturing, Inc. ("JEBCO")
on August 31, 1999 for $4.086 million in cash resulting in goodwill of $2.612
million. The results of operating the purchased assets
F-21
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
from August 31, 1999 forward are included in the accompanying financial
statements. Proforma information is not presented as the results of Jebco for
the period from January through August 1999 were not significant.
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 acquisition of DSI 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.
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. The acquisitions of
ATD and CTD were accounted for as purchases, and, accordingly, the results of
operations from September 6, 2000 forward are included in the accompanying
financial statements.
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. (Note I)
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
F-22
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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 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 No. 141, "Business Combinations" 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. The results of operations from December 14, 2001 forward are
included in the accompanying financial statements.
The following table summarizes the estimated fair values of the assets
acquired and liabilities assumed as of the date of acquisition. At the date of
this report, the final allocation of the purchase price of the assets acquired
and liabilities assumed is not complete.
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
=======
The following unaudited consolidated results of operations for the years
ended December 31, 1999, 2000 and 2001 is presented as if the ATD, CTD and DSI
acquisitions had been made effective on January 1, 1999, and the acquisition of
NCE and the sale of NMPM and NMF had been made effective on January 1, 2000. The
unaudited pro forma information is not necessarily indicative of either the
results of operations that would have occurred at the stated dates or the future
results of combined operations.
1999 2000 2001
----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Net sales............................................ $138,848 $188,238 $198,755
Earnings from continuing operations before
extraordinary item................................. 7,972 758 4,871
Earnings (loss) from discontinued operations......... (472) 9,929 --
Earnings from extraordinary item..................... -- 1,263 --
Net earnings......................................... 7,500 11,950 4,871
Earnings per share from continuing operations before
extraordinary item
Basic.............................................. 1.11 0.11 0.75
Diluted............................................ 0.94 0.10 0.75
Earnings per (loss) share from discontinued
operations
Basic.............................................. (0.07) 1.40 --
Diluted............................................ (0.07) 1.37 --
Earnings per share before extraordinary item
Basic.............................................. 1.04 1.50 0.75
Diluted............................................ 0.89 1.48 0.75
Earnings per share
Basic.............................................. 1.04 1.68 0.75
Diluted............................................ 0.89 1.65 0.75
F-23
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE L -- REDEEMABLE PREFERRED STOCK
On April 1, 1997, the Company designated 10,000 shares of its Preferred
Stock as 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 Company at the stated value of $100 per
share plus accrued dividends. There were 2,500 shares issued and outstanding at
December 31, 2001 and 4,000 shares issued and outstanding at December 31, 2000.
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, 2001, there were 90,000 warrants
outstanding.
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. The warrants are exercisable until expiration, 120,000 warrants
expiring on December 31, 2002, 15,000 warrants expiring on January 4, 2003 and
17,500 warrants expiring on April 1, 2003. In the event the warrants are
exercised, the 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 $1.1
million during 2001.
NOTE N -- INDUSTRY SEGMENTS
The Company classifies its operations into four industry segments based on
types of products and services: automotive (NMPM, NMPK, NMPC, NMP, NMF, UPP and
Land Holdings), heavy equipment (NCE), logistics (NLS-TX and NLS-CA) and
distribution (Monroe, PMP and PMD). The Automotive Group provides a variety of
laser welding, metal blanking, forming, slitting, cutting and die construction
products and services utilizing proprietary laser weld and light die technology.
The Heavy Equipment Group designs and manufactures sub assemblies and final
assemblies of heavy equipment used primarily in the construction industry. The
Logistics Group provides same-day package delivery services to a variety of
customers. The Automotive Group sells direct to automotive OEMs and Tier 1
suppliers. The Distribution Group sells tooling components, paint and coatings
related products to end users as well as distributors. The Heavy Equipment Group
sells direct to OEMs and through an established network of dealers.
Transactions between the automotive, heavy equipment, logistics and
distribution segments are not significant 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.
F-24
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company's operations by business segment for the year ended December
31, 2001 follows (in thousands):
HEAVY SEGMENT
AUTOMOTIVE EQUIPMENT LOGISTICS DISTRIBUTION TOTALS
---------- --------- --------- ------------ --------
Revenues from external customers........ $ 70,769 $ 2,180 $60,938 $4,341 $138,228
Interest expense........................ 2,234 -- 2,309 120 4,663
Depreciation and amortization........... 5,172 -- 1,584 372 7,128
Segment profit pre tax.................. 6,125 122 (2,384) 482 4,345
Segment assets.......................... 73,524 17,378 30,861 7,734 129,497
Expenditure for segment assets.......... 8,531 -- 81 77 8,689
RECONCILIATION TO CONSOLIDATE AMOUNTS
EARNINGS
Total earnings from reportable
segments.............................. $ 4,345
Unallocated corporate headquarters
income................................ 2,555
--------
Earnings before income taxes and
extraordinary item.................... $ 6,900
========
ASSETS
Total assets for reportable segments.... $129,497
Corporate headquarters.................. 27,442
--------
Total consolidated assets............. $156,939
========
OTHER SIGNIFICANT ITEMS
SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
------- ----------- ------------
Interest expense.................................... $4,663 $(77) $4,586
Expenditures for segment assets..................... 8,689 12 8,701
Depreciation and amortization....................... 7,128 264 7,392
GEOGRAPHIC INFORMATION
LONG-LIVED
REVENUES ASSETS
-------- ----------
United States............................................... $122,681 $97,794
Canada...................................................... 15,547 1,445
-------- -------
Total..................................................... $138,228 $99,239
======== =======
F-25
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company's operations by business segment for the year ended December
31, 2000 follows (in thousands):
HEAVY SEGMENT
AUTOMOTIVE EQUIPMENT LOGISTICS DISTRIBUTION TOTALS
---------- --------- --------- ------------ --------
Revenues from external customers........ $ 83,752 -- $21,826 $4,203 $109,781
Interest expense........................ 5,846 -- 1,143 107 7,096
Depreciation and amortization........... 6,769 -- 676 291 7,736
Segment profit pre tax.................. 5,023 -- (731) 933 5,225
Segment assets.......................... 100,879 -- 32,620 7,892 141,391
Expenditure for segment assets.......... 10,632 -- 347 207 11,186
RECONCILIATION TO CONSOLIDATE AMOUNTS
EARNINGS
Total earnings from reportable
segments.............................. $ 5,225
Unallocated corporate headquarters
income................................ (2,813)
--------
Earnings before income taxes and
extraordinary item.................... $ 2,412
========
ASSETS
Total assets for reportable segments.... $141,391
Corporate headquarters.................. $ 3,816
--------
Total consolidated assets.......... $145,207
========
OTHER SIGNIFICANT ITEMS
SEGMENT TOTALS ADJUSTMENTS CONSOLIDATED TOTALS
-------------- ----------- -------------------
Interest expense................................... $ 7,096 $(4,167) $ 2,929
Expenditures for segment assets.................... 11,186 (950) 10,236
Depreciation and amortization...................... 7,736 281 8,017
GEOGRAPHIC INFORMATION
REVENUES LONG-LIVED ASSETS
-------- -----------------
United States............................................... $ 91,784 $106,901
Canada...................................................... 15,568 1,920
Mexico...................................................... 2,179 --
Other....................................................... 250 --
-------- --------
Total.................................................. $109,781 $108,821
======== ========
F-26
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company's operations by business segment for the year ended December
31, 1999 follows (in thousands):
HEAVY SEGMENT
AUTOMOTIVE EQUIPMENT DISTRIBUTION TOTALS
---------- --------- ------------ --------
Revenues from external customers.................. $ 81,263 -- $4,003 $ 85,266
Interest income................................... 4 -- -- 4
Interest expense.................................. 5,276 -- 181 5,457
Depreciation and amortization..................... 5,889 -- 286 6,175
Segment profit pre tax............................ 8,825 -- 1,011 9,836
Segment assets.................................... 95,184 -- 6,631 101,815
Expenditure for segment assets.................... 12,275 -- 47 12,322
RECONCILIATION TO CONSOLIDATE AMOUNTS
EARNINGS
Total earnings from reportable segments........... $ 9,836
Unallocated corporate headquarters income......... 1,693
--------
Earnings before income taxes and extraordinary
item............................................ $ 11,529
========
ASSETS
Total assets for reportable segments.............. $101,815
Net assets of discontinued operations held for
sale............................................ $ 67,210
Corporate headquarters............................ $ 5,780
--------
Total consolidated assets.................... $174,805
========
OTHER SIGNIFICANT ITEMS
SEGMENT TOTALS ADJUSTMENTS CONSOLIDATED TOTALS
-------------- ----------- -------------------
Interest expense................................... $ 5,457 $(3,638) $ 1,819
Expenditures for segment assets.................... 12,322 28 12,350
Depreciation and amortization...................... 6,175 454 6,629
GEOGRAPHIC INFORMATION
REVENUES LONG-LIVED ASSETS
-------- -----------------
United States............................................... $69,152 $77,276
Canada...................................................... 14,689 2,068
Mexico...................................................... 1,352 --
Other....................................................... 73 --
------- -------
Total.................................................. $85,266 $79,344
======= =======
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) $271, $323 and $320 in
1999, 2000 and 2001, respectively.
F-27
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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.
The Company accounts for the 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 Statement No. 123, "Accounting for Stock Based Compensation," the
Company's net earnings and earnings per share would have been reduced to the
proforma amounts indicated below for the years ended December 31, 1999, 2000 and
2001 (in thousands, except per share data):
1999 2000 2001
------ ------- ------
Net earnings
As reported............................................ $6,761 $10,792 $5,635
Pro forma.............................................. $6,219 $10,431 $5,397
Basic earnings per share
As reported............................................ $ 0.94 $ 1.52 $ 0.85
Pro forma.............................................. $ 0.87 $ 1.47 $ 0.82
Diluted earnings per share
As reported............................................ $ 0.87 $ 1.49 $ 0.85
Pro forma.............................................. $ 0.80 $ 1.44 $ 0.82
F-28
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
A summary of the status of the Stock Option Plan as of December 31, 2001,
and the changes during the years ended December 31, 1999, 2000 and 2001 is
presented below:
WEIGHTED
SHARES EXERCISE PRICE
-------- --------------
Outstanding 12/31/98 (0 exercisable)........................ 301,250 $ 6.14
Granted..................................................... 234,750 $11.14
Exercised................................................... (10,000) $ 6.23
Forfeited................................................... (50,000) $ 6.23
--------
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
Options exercisable as of December 31, 2000 were 152,250 shares at an
average exercise price of $8.03. The range of prices was $6.05 to $13.55.
Options exercisable as of December 31, 2001 were 250,500 shares at an average
exercise price of $7.77. The range of exercise prices were $4.78 to $13.55. The
weighted average contractual life of options outstanding at December 31, 2001
was 2.7 years.
Fair values of options granted were determined using the Black-Scholes
option pricing model based on the assumptions of 6.5%, 5.9% and 3.0% risk-free
interest rate for 1999, 2000 and 2001 no dividend yield, expected life of 5
years and expected volatility of 53.28%, 57.47% and 93.02% for 1999, 2000 and
2001, respectively. The weighted average fair value of options granted were
$10.08, $5.29 and $3.91 during 1999, 2000 and 2001, respectively.
NOTE P -- EXTRAORDINARY ITEM
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, the Company recognized an
after-tax gain of $1.567 million. This gain was the result of the implementation
of SFAS Statement No. 141, "Business Combinations" 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.
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 Segment. The charge is included in accrued liabilities and
is a component of selling, general and administrative expense. The charge
includes approximately $1.2 million for the carrying costs of owned facilities
to be sold and expenses related to exiting leases. The charge also includes
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.
F-29
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
During 2001, the Company revised its estimate of the carrying cost and
market value related to certain real estate held for sale. Accordingly, the
Company reduced its restructuring reserve by $0.7 million. At December 31, 2001,
$1.5 million remained in the restructuring reserve and relates mainly to lease
obligations on vacated property, repairs to vacated property and real estate
that is being marketed for sale.
NOTE R -- UNAUDITED QUARTERLY RESULTS OF OPERATIONS (IN THOUSANDS EXCEPT PER
SHARE DATA)
DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31,
QUARTER ENDED 2001 2001 2001 2001
------------- ------------ ------------- -------- ---------
Net sales....................................... $42,915 $35,218 $32,572 $27,523
Cost of sales................................... 34,542 27,809 24,634 20,488
------- ------- ------- -------
Gross profit.................................... $ 8,373 $ 7,409 $ 7,938 $ 7,035
======= ======= ======= =======
Net earnings (loss) applicable to common
stock......................................... $ 2,992 $ 1,720 $ 1,119 $ (196)
======= ======= ======= =======
Basic earnings (loss) per common share
Continuing operations......................... $ 0.21 $ 0.26 $ 0.17 $ (0.03)
Extraordinary item............................ 0.24 -- -- --
------- ------- ------- -------
$ 0.45 $ 0.26 $ 0.17 $ (0.03)
======= ======= ======= =======
Diluted earnings (loss) per common share
Continuing operations......................... $ 0.21 $ 0.26 $ 0.17 $ (0.03)
Extraordinary item............................ 0.24 -- -- --
------- ------- ------- -------
$ 0.45 $ 0.26 $ 0.17 $ (0.03)
======= ======= ======= =======
DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31,
QUARTER ENDED 2000 2000 2000 2000
------------- ------------ ------------- -------- ---------
Net sales....................................... $35,126 $26,320 $23,271 $25,064
Cost of sales................................... 28,234 20,311 16,118 17,013
------- ------- ------- -------
Gross profit.................................... $ 6,892 $ 6,009 $ 7,153 $ 8,051
======= ======= ======= =======
Net earnings (loss) applicable to common
stock......................................... $(3,272) $ (647) $ 1,726 $12,985
======= ======= ======= =======
Basic earnings (loss) per common share
Continuing operations......................... $ (0.48) $ 0.06 $ 0.23 $ 0.32
Extraordinary item............................ -- 0.01 -- (0.06)
Discounted operations......................... -- (0.16) -- 1.53
------- ------- ------- -------
$ (0.48) $ (0.09) $ 0.23 $ 1.79
======= ======= ======= =======
Diluted earnings (loss) per common share
Continuing operations......................... $ (0.49) $ 0.06 $ 0.23 $ 0.29
Extraordinary item............................ -- 0.01 -- (0.05)
Discounted operations......................... -- (0.16) -- 1.42
------- ------- ------- -------
$ (0.49) $ (0.09) $ 0.23 $ 1.66
======= ======= ======= =======
F-30
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, JUNE 30,
2001 2002
------------ --------
(UNAUDITED)
(IN THOUSANDS,
EXCEPT SHARE DATA)
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................. $ 943 $ 666
Accounts receivable....................................... 32,556 34,244
Inventories............................................... 20,495 20,791
Prepaid expenses and other assets......................... 3,200 5,019
Deferred income taxes..................................... 506 506
-------- --------
Total current assets........................................ 57,700 61,226
Property, plant and equipment, net.......................... 46,989 46,617
Other assets
Goodwill.................................................. 40,755 40,755
Covenants not to compete.................................. 1,139 1,013
Other..................................................... 10,356 10,878
-------- --------
Total non-current assets.................................... 52,250 52,646
-------- --------
Total assets................................................ $156,939 $160,489
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt...................... $ 51,035 $ 256
Accounts payable.......................................... 21,231 23,220
Accrued liabilities....................................... 12,823 7,885
Income taxes payable...................................... -- 1,755
-------- --------
Total current liabilities................................... 85,089 33,116
Long-term debt, excluding current maturities................ 809 54,092
Convertible subordinate debentures.......................... 16,110 16,109
Junior subordinated notes................................... 3,439 3,454
Deferred income taxes....................................... 2,658 2,658
Putable common stock........................................ 1,203 --
Redeemable preferred stock.................................. 250 --
Stockholders' equity
Preferred stock, $10 par value, authorized 150,000
shares................................................. -- --
Common stock, $.001 par value, authorized 20,000,000
shares, issued 7,519,186 and 7,627,400 shares in 2001
and 2002, respectively................................. 22,871 23,953
Paid-in capital -- warrants, $10 per common share exercise
price, 90,000 warrants outstanding..................... 121 121
Retained earnings......................................... 24,857 27,335
Accumulated comprehensive loss............................ (468) (349)
-------- --------
Total stockholders' equity.................................. 47,381 51,060
-------- --------
Total liabilities and stockholders' equity.................. $156,939 $160,489
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-31
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
SIX MONTHS ENDED
JUNE 30,
-------------------------
2001 2002
----------- -----------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
Net sales
Products.................................................. $ 30,462 $ 82,703
Services.................................................. 29,633 32,998
--------- ---------
Total net sales............................................. 60,095 115,701
Cost of sales
Products.................................................. 21,960 69,329
Services.................................................. 23,162 26,375
--------- ---------
Total cost of sales......................................... 45,122 95,704
Gross margin................................................ 14,973 19,997
Selling, general and administrative expenses................ 10,649 13,086
--------- ---------
Operating profit............................................ 4,324 6,911
(Loss) from unconsolidated affiliate........................ (210) --
Other income (expense):
Interest income........................................... 1,282 476
Interest expense.......................................... (2,620) (1,520)
Other, net................................................ 520 (183)
--------- ---------
(818) (1,227)
--------- ---------
Earnings before income taxes................................ 3,296 5,684
Income tax expense.......................................... 2,354 2,107
--------- ---------
Earnings from continuing operations before extraordinary
items..................................................... 942 3,577
Preferred stock dividends................................... 19 10
--------- ---------
Earnings on common shares................................... $ 923 $ 3,567
========= =========
Basic earnings per common share............................. $ 0.14 $ 0.53
Diluted earnings per common share........................... $ 0.14 $ 0.49*
Dividends declared and paid................................. $ 0.15 $ 0.16
Basic weighted average common shares outstanding............ 6,634,571 6,740,327
Diluted weighted average common shares outstanding.......... 6,665,137 8,094,069*
* As restated. See note F to the consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
SIX MONTHS
ENDED JUNE 30,
---------------
2001 2002
----- -------
(UNAUDITED)
(IN THOUSANDS)
Net earnings................................................ $923 $3,567
Other comprehensive income (loss), equity adjustment from
foreign currency translation, net of tax.................. (59) 119
---- ------
Comprehensive income, net of tax............................ $864 $3,686
==== ======
The accompanying notes are an integral part of these consolidated financial
statements.
F-32
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED
JUNE 30,
------------------
2001 2002
-------- -------
(UNAUDITED)
(IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings................................................ $ 942 $ 3,577
Adjustments to reconcile net earnings to net cash provided
by operations
Net cash provided by operations:
Interest paid in kind.................................. 475 --
Loss from unconsolidated subsidiary.................... 210 --
Depreciation of property, plant and equipment.......... 2,290 2,851
Amortization of intangible assets...................... 1,333 333
Deferred income taxes.................................. (958) --
Gain on sale of property............................... -- (35)
Changes in operating assets and liabilities, net of
effects of acquisitions:
Increase in accounts receivables....................... (3,629) (1,688)
Increase in inventories................................ (2,183) (296)
Increase in prepaid expenses........................... (303) (1,837)
Increase in other assets............................... (161) (176)
Increase in accounts payable........................... 2,684 1,989
Increase (decrease) in income taxes payable............ (815) 1,773
Increase (decrease) in accrued liabilities............. 1,475 (4,938)
-------- -------
Net cash provided by operations........................ 1,360 1,553
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment................. (4,381) (9,368)
Proceeds from sale of property, plant and equipment....... -- 6,924
Long-term investments..................................... (3,000) (538)
SET receivable............................................ 24,734 --
Increase in other long-term assets........................ (1,461) --
-------- -------
Net cash provided by (used in) investing activities.... 15,892 (2,982)
CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of common stock................................ (1,055) (121)
Capital lease payments.................................... (39) (48)
Redemption of convertible subordinated debentures......... -- (1)
Dividends paid............................................ (1,024) (1,083)
Redemption of preferred stock of subsidiary............... (75) (260)
Payments on long-term debt................................ (150) (125)
Net borrowings (repayments) on note payable to bank....... (15,488) 2,677
-------- -------
Net cash provided by (used in) financing activities.... (17,831) 1,039
Effect of exchange rate changes on cash................... (59) 113
-------- -------
Net decrease in cash................................... (638) (277)
Cash at beginning of period................................. 1,091 943
-------- -------
Cash at end of period....................................... $ 453 $ 666
======== =======
SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid for:
Interest............................................... $ 1,473 $ 1,417
======== =======
Taxes.................................................. $ 1,351 $ --
======== =======
The accompanying notes are an integral part of these consolidated financial
statements.
F-33
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED)
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, the financial statements do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included and such
adjustments are of a normal recurring nature.
The accompanying consolidated financial statements as of June 30, 2002
include Noble International, Ltd. and its wholly-owned subsidiaries, Noble
Component Technologies ("NCT"), Monroe Engineering Products, Inc. ("Monroe"),
Skandy Corp. ("Skandy"), Noble Metal Forming, Inc. ("NMF"), Noble Metal
Processing, Inc. ("NMP"), Noble Land Holdings, Inc. ("Land Holdings"), and Noble
Metal Processing-Midwest, Inc. (formerly H&H Steel Processing, Inc.) ("NMPM"),
Noble Manufacturing Group, Inc. ("NMG"), (formerly Noble Technologies, Inc.),
Noble Metal Processing Canada, Inc. ("NMPC"), Noble Metal Processing --
Kentucky, LLC ("NMPK"), Noble Logistic Services, Inc. ("NLS"), Noble Logistic
Services, Inc. (formerly Assured Transportation & Delivery, Inc. and Central
Transportation & Delivery, Inc.) ("NLS-CA"), Noble Logistic Services, Inc.
(formerly Dedicated Services, Inc.) ("NLS-TX"), Pro Motorcar Products, Inc.
("PMP"), Pro Motorcar Distribution, Inc. ("PMD") and Noble Construction
Equipment, Inc. ("NCE") (formerly Construction Equipment Direct, Inc. ("CED")),
(collectively, "Noble" or the "Company") from the date of acquisition to the
date of disposition, if applicable.
Results for interim periods should not be considered indicative of results
for a full year. The December 31, 2001 consolidated balance sheet was derived
from audited financial statements, but does not include all disclosures required
by accounting principles generally accepted in the United States of America. For
further information, refer to the consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001.
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 Dedicated Services, Inc. in 2000 was met, resulting in the put
option expiring. Therefore, common stock was reclassified from long-term debt to
stockholders' equity.
On April 1, 2002, the Company converted its $7.6 million note receivable,
including interest, from SET Enterprises ("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 jeopardizing SET's minority status.
Management believes that continued support of SET furthers the joint strategic
objectives of the two companies.
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 form an unaffiliated third party.
On May 9, 2002, the Company's current credit facility was increased to a
$60.0 million facility from $52.5 million. The credit facility expires in
September 2002. The Company has a binding commitment from its lender on a new
$60.0 million credit facility that will take effect in September 2002 and will
expire in 2005.
F-34
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
Therefore, the Company has reclassified its current credit facility from current
liabilities to long-term liabilities.
Basic earnings per share are based upon the weighted average number of
shares outstanding during each quarter. Diluted earnings per share assumes the
exercise of common stock options and warrants when dilutive and the impact of
restricted stock.
NOTE B -- INVENTORIES
Inventories at December 31, 2001 and June 30, 2002 consisted of the
following (in thousands):
DECEMBER 31, JUNE 30,
2001 2002
------------ --------
Raw materials and purchased parts........................... $14,047 $15,756
Work in process............................................. 2,367 1,828
Finished goods.............................................. 3,906 3,207
Unbilled customer tooling................................... 175 --
------- -------
$20,495 $20,791
======= =======
NOTE C -- INDUSTRY SEGMENTS
The Company classifies its operations into three industry segments based on
types of products and services: automotive (NMPK, NMPC, NMP, NMPM, NMF and Land
Holdings), heavy equipment (NCE) and logistics (NLS-TX, NLS-CA, Monroe, PMP and
PMD). The Automotive Group provides a variety of laser welding, metal blanking
and die construction products and services utilizing proprietary laser weld and
light die technology. The Heavy Equipment Group designs and manufactures sub
assemblies and final assemblies of heavy equipment used primarily in the
construction industry. The Logistics Group provides same-day package delivery
services to a variety of customers and sells tooling components, paint and
coatings related products to end users as well as distributors. The Automotive
Group sells direct to automotive OEMs and Tier 1 suppliers. The Heavy Equipment
Group sells direct to OEMs and through an established network of dealers.
Transactions between the automotive, heavy equipment and logistics segments
are not significant 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.
F-35
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
The Company's operations by business segment for the six months ended June
30, 2002 follows (in thousands):
HEAVY SEGMENT
AUTOMOTIVE EQUIPMENT LOGISTICS TOTALS
---------- --------- --------- --------
Revenues from external customers........... $ 56,283 $24,187 $35,231 $115,701
Interest expense........................... 831 209 960 2,000
Depreciation and amortization.............. 2,692 -- 128 2,820
Segment profit pre tax..................... 4,836 940 292 6,068
Segment assets............................. 91,107 20,479 40,146 151,732
Expenditures for segment assets............ 8,923 158 106 9,187
RECONCILIATION TO CONSOLIDATED AMOUNTS
EARNINGS
Total earnings for reportable segments..... $ 6,068
Unallocated corporate headquarters loss.... (384)
--------
Earnings before income taxes............... $ 5,684
========
ASSETS
Total assets for reportable segments....... $151,732
Corporate headquarters..................... 8,757
--------
Total consolidated assets.................. $160,489
========
OTHER SIGNIFICANT ITEMS
SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
------- ----------- ------------
Interest expense.................................... $2,000 $(480) $1,520
Expenditures for segment assets..................... 9,187 181 9,368
Depreciation and amortization....................... 2,820 156 2,976
GEOGRAPHIC INFORMATION
LONG-LIVED
REVENUES ASSETS
-------- ----------
United States............................................... $100,149 $86,828
Canada...................................................... 15,480 1,557
Other....................................................... 72 --
-------- -------
Total....................................................... $115,701 $88,385
======== =======
F-36
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
The Company's operations by business segment for the six months ended June
30, 2001 follows (in thousands):
HEAVY SEGMENT
AUTOMOTIVE EQUIPMENT LOGISTICS TOTALS
---------- --------- --------- -------
Revenues from external customers............ $ 28,078 -- $32,017 $60,095
Interest expense............................ 1,359 -- 1,321 2,680
Depreciation and amortization............... 2,509 -- 989 3,498
Segment profit (loss) pre tax............... 2,311 -- (1,139) 1,172
Segment assets.............................. 62,730 -- 40,278 103,008
Expenditures for segment assets............. 4,289 -- 96 4,385
RECONCILIATION TO CONSOLIDATED AMOUNTS
EARNINGS
Total earnings for reportable segments...... $ 1,172
Unallocated corporate headquarters income... 2,124
--------
Earnings before income taxes................ $ 3,296
========
ASSETS
Total assets for reportable segments........ $103,008
Corporate headquarters...................... 21,176
--------
Total consolidated assets................... $124,184
========
OTHER SIGNIFICANT ITEMS
CONSOLIDATED
SEGMENT TOTALS ADJUSTMENTS TOTALS
-------------- ----------- ------------
Interest expense................................ $2,680 $ (60) $2,620
Expenditures for segment assets................. 4,385 5 4,390
Depreciation and amortization................... 3,498 125 3,623
GEOGRAPHIC INFORMATION
LONG-LIVED
REVENUES ASSETS
-------- ----------
United States............................................... $54,988 $88,774
Canada...................................................... 5,046 1,694
Other....................................................... 61 --
------- -------
Total....................................................... $60,095 $90,468
======= =======
NOTE D -- RESTRUCTURING RESERVE
The restructuring reserve of $3.9 million recorded in December 2000 which
had a balance of $1.5 million at December 31, 2001 was reduced by $0.95 million
during the six months ended June 30, 2002 for lease costs incurred on vacated
property losses incurred in connection with the sale of certain real estate and
repair of vacated facilities. The balance in the restructuring reserve at June
30, 2002 was $0.5 million and represents the expected costs associated with real
estate that is being marketed for sale. Resolution of these items is expected by
December 31, 2002.
F-37
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
NOTE E -- ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other
Intangible Assets. SFAS No. 142 is effective for fiscal years beginning after
December 15, 2001 and applies to all goodwill and other intangible assets
recognized in an entity's statement of financial position at that date,
regardless of when those assets were initially recognized. The Company adopted
this statement on January 1, 2002, and goodwill will no longer be amortized. As
of June 30, 2002, the Company has goodwill of $40.8 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:
GOODWILL AND ADOPTION OF STATEMENT NO. 142
(IN THOUSANDS, EXCEPT PER SHARE DATA)
SIX MONTHS ENDED
JUNE 30,
-----------------
2001 2002
------- -------
Reported net income......................................... $ 923 $3,567
Add: Goodwill amortization, net of tax...................... 1,083 --
------ ------
Adjusted net income......................................... $2,006 $3,567
====== ======
Reported basic earnings per share........................... $ 0.14 $ 0.53
Add: Goodwill amortization, net of tax...................... 0.16 --
------ ------
Adjusted basic earnings per share........................... $ 0.30 $ 0.53
====== ======
Reported diluted earnings per share......................... $ 0.14 $ 0.49
Add: Goodwill amortization, net of tax...................... 0.16 --
------ ------
Adjusted diluted earnings per share......................... $ 0.30 $ 0.49
====== ======
For the six months ended June 30, 2002 no goodwill or other intangible
assets were acquired, impaired or disposed.
Covenants not to compete are amortized over the life of the agreement,
typically three to ten years. Amortization expense for the six months ended June
30, 2002 and 2001 were $0.1 million and $0.1 million, respectively. Annual
pre-tax amortization of covenants not to compete are estimated as follows:
(IN THOUSANDS)
--------------
2003...................................................... $285
2004...................................................... 267
2005...................................................... 76
2006...................................................... 65
2007...................................................... 65
Thereafter.................................................. 122
NOTE F -- ADJUSTMENT OF DILUTED EARNINGS PER SHARE
Subsequent to the issuance of the Company's interim financial statements
for the six months ended June 30, 2002, it was determined that diluted earnings
per share had been calculated incorrectly. The effect of the correction was to
reduce diluted earnings per share from $.51 to $.49 for the six months ended
June 30, 2002 to reflect the inclusion of shares issuable upon the conversion of
outstanding 6% convertible subordinated debentures.
F-38
[INSIDE BACK COVER OF PROSPECTUS]
Photographs will include:
Noble manufactures various mining trucks for Terex's Unit Rig division
which are capable of hauling payloads up to 260 tons.
Noble's proprietary pull scraper is capable of hauling 17 cubic yards of
material.
------------------------------------------------------
------------------------------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT, AND THE UNDERWRITERS HAVE NOT, AUTHORIZED ANY OTHER PERSON TO PROVIDE
YOU WITH DIFFERENT INFORMATION. IF ANYONE PROVIDES YOU WITH DIFFERENT
INFORMATION, YOU SHOULD NOT RELY ON IT. WE ARE NOT, AND THE UNDERWRITERS ARE
NOT, MAKING AN OFFER TO SELL THESE SECURITIES IN ANY JURISDICTION WHERE THE
OFFER OR SALE IS NOT PERMITTED. YOU SHOULD ASSUME THAT THE INFORMATION IS THIS
PROSPECTUS IS ACCURATE ONLY AS OF THE DATE ON THE FRONT COVER OF THIS
PROSPECTUS. OUR BUSINESS, FINANCIAL CONDITION AND PROSPECTS MAY HAVE CHANGED
SINCE THAT DATE.
------------------------
TABLE OF CONTENTS
Prospectus Summary..................... 1
Risk Factors........................... 7
Forward-Looking Statements............. 13
History of the Company................. 13
Use of Proceeds........................ 15
Price Range of Common Stock and
Dividends............................ 15
Capitalization......................... 17
Selected Consolidated Financial and
Operating Data....................... 18
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 20
Business............................... 31
Management............................. 40
Principal Stockholders................. 43
Description of Capital Stock........... 44
Underwriting........................... 46
Legal Matters.......................... 47
Experts................................ 48
Incorporation of Certain Information by
Reference............................ 48
Where You Can Find More Information.... 48
Index to Financial Statements.......... F-1
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
3,500,000 SHARES
[NOBLE INTERNATIONAL, LTD. LOGO]
COMMON STOCK
------------------------
PROSPECTUS
------------------------
RAYMOND JAMES
GERARD KLAUER MATTISON
, 2002
------------------------------------------------------
------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses, other than the
underwriting discount, payable by the Company in connection with the sale of
common stock being registered. All of the amounts shown are estimates, except
the SEC registration fee.
AMOUNT TO
BE PAID
----------
SEC registration fee........................................ $ 4,207
NASD filing fee............................................. 5,073
Legal fees and expenses..................................... 125,000*
Accounting fees and expenses................................ 150,000*
Printing expenses........................................... 100,000*
Nasdaq listing fees......................................... 22,500*
Miscellaneous............................................... 43,220*
--------
Total..................................................... $450,000*
========
---------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
DELAWARE STATUTES
Section 145 of the Delaware General Corporation Law, as amended, provides
for the indemnification of our officers, directors, employees and agents under
certain circumstances as follows:
(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or
II-1
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made
(1) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (2) if there are no
such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
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(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees). (Last amended by Ch. 261, L. '94,
eff. 7-1-94.)"
Certificate of Incorporation
Noble International, Ltd.'s Certificate of Incorporation provides that the
directors of Noble International, Ltd. shall be indemnified to the fullest
extent permitted by law. Noble International, Ltd.'s Bylaws also contain a
provision for the indemnification of Noble International, Ltd.'s directors (see
"Indemnification of Directors and Officers -- Bylaws" below).
Bylaws
Noble International, Ltd.'s Bylaws provide for the indemnification of Noble
International, Ltd.'s directors, officers, employees, or agents under certain
circumstances as follows:
"ARTICLE VII
INDEMNIFICATION
7.1 Authorization For Indemnification. The Corporation may indemnify, in
the manner and to the full extent permitted by law, any person (or the estate,
heirs, executors, or administrators of any person) who was or is a party to, or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), by reason of the
fact that such person is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.
7.2 Advance of Expenses. Costs and expenses (including attorneys' fees)
incurred by or on behalf of a director or officer in defending or investigating
any action, suit, proceeding or investigation may be paid by the Corporation in
advance of the final disposition of such matter, if such director or officer
shall undertake in writing to repay any such advances in the event that it is
ultimately determined that he is not entitled to indemnification. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board deems appropriate. Notwithstanding the
foregoing, no advance shall be made by the Corporation if a determination is
reasonably and promptly made by the Board by a majority vote of a quorum of
disinterested directors, or (if such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs) by independent legal
counsel in a written opinion, or by the stockholders, that, based upon the facts
known to the Board or counsel at the time such determination is made, (a) the
director, officer, employee or agent acted in bad faith or deliberately breached
his duty to the Corporation or its stockholders, and (b) as a result of such
actions by the director, officer, employee or agent, it is more likely
II-3
than not that it will ultimately be determined that such director, officer,
employee or agent is not entitled to indemnification.
7.3 Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise or as a member of any committee or similar
body against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article or applicable law.
7.4 Non-exclusivity. The right of indemnity and advancement of expenses
provided herein shall not be deemed exclusive of any other rights to which any
person seeking indemnification or advancement of expenses from the Corporation
may be entitled under any agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office. Any agreement for
indemnification of or advancement of expenses to any director, officer, employee
or other person may provide rights of indemnification or advancement of expenses
which are broader or otherwise different from those set forth herein."
Indemnity Agreements
Our bylaws provide that we may indemnify directors, officers, employees or
agents to the fullest extent permitted by law and we have agreed to provide such
indemnification to our directors and executive officers pursuant to written
indemnity agreements. Under these agreements we have agreed to indemnify and
hold each harmless from and against any claims, liability, damages or expenses
incurred by them in or arising out of their status, capacities and activities
with respect to Noble International, Ltd. to the maximum extent permitted by
Delaware law. We believe that these agreements are necessary to attract and
retain qualified persons as directors and executive officers.
Underwriting Agreement
Our underwriting agreement with the underwriters of this offering includes
indemnification provisions. Pursuant to these provisions, we will be obligated
to indemnify the underwriters, their controlling persons and certain other
persons from and against certain liabilities, including liabilities under the
Securities Act. Likewise, the underwriters will be obligated to indemnify us,
our controlling persons and certain other persons (such as our officers and
directors) from and against certain liabilities, including liabilities under the
Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the Delaware General Corporation Law, the Certificate of
Incorporation or Bylaws of the Registrant, the Underwriting Agreement, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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ITEM 16. EXHIBITS
See the Exhibit Index attached to this registration statement which is
incorporated herein by reference.
ITEM 17. UNDERTAKINGS
A. The undertaking required by Item 512(h) of Regulation S-K is set forth
in the last paragraph of Item 15 above.
B. The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Warren, State of Michigan on September 23, 2002.
NOBLE INTERNATIONAL, LTD.
By: /s/ ROBERT J. SKANDALARIS
------------------------------------
Robert J. Skandalaris
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement on Form S-2 has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ROBERT J. SKANDALARIS Chairman, Chief Executive September 23, 2002
----------------------------------------------- Officer
Robert J. Skandalaris and Director (Principal
Executive Officer)
* Director September 23, 2002
-----------------------------------------------
Mark T. Behrman
* Director September 23, 2002
-----------------------------------------------
Lee Musgrove Canaan
* Director September 23, 2002
-----------------------------------------------
Van E. Conway
* Director September 23, 2002
-----------------------------------------------
Stuart I. Greenbaum
* Director September 23, 2002
-----------------------------------------------
Daniel J. McEnroe
* Director September 23, 2002
-----------------------------------------------
Jonathan P. Rye
* Director September 23, 2002
-----------------------------------------------
Thomas L. Saeli
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SIGNATURE TITLE DATE
--------- ----- ----
* Director September 23, 2002
-----------------------------------------------
Anthony R. Tersigni
/s/ DAVID V. HARPER Vice President and Chief September 23, 2002
----------------------------------------------- Financial Officer (Principal
David V. Harper Accounting Officer)
---------------------------------------------------------------------------------------------------------
* The undersigned, by signing his name hereto, does execute this Amendment No. 2 to Registration
Statement on Form S-2 on behalf of the above-named officers and/or directors of the registrant pursuant
to the Power of Attorney executed by such officers and/or directors on the signature pages to the
Registration Statement previously filed on June 20, 2002.
By: /s/ ROBERT J. SKANDALARIS
-----------------------------------------
Robert J. Skandalaris,
Attorney-In-Fact
II-7
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------
1.1 Form of Underwriting Agreement
4.1** Indenture between Noble International, Ltd. and American
Stock Transfer & Trust Company dated as of July 23, 1998
5.1### Opinion of Oppenheimer Wolff & Donnelly LLP
10.45* Form of Non-Compete Agreement between Utilase, Inc. and
James Bronce Henderson III.
10.46* Form of Non-Compete Agreement between the Company and
Jeffrey A. Moss.
10.47* Form of Non-Compete Agreement between Utilase, Inc. and DCT,
Inc.
10.48* Employment Agreement dated April 7, 1997 between Utilase,
Inc. and John K. Baysore.
10.49* Registration Rights Agreement dated April 7, 1997 among the
Company, Utilase, Inc., James Bronce Henderson III and
Jeffrey A. Moss.
10.51** Share Purchase Agreement between Triam Automotive, Inc. and
Tiercon Holdings, Inc. dated July 2, 1998.
10.52** Agreement Amending the Share Purchase Agreement by and
between Magna International, Inc. and Tiercon Holdings, Inc.
dated July 24, 1998.
10.53** Stock Purchase Agreement among Noble International, Ltd.,
Noble Canada, Inc., Tiercon Holdings, Inc. and Wrayter
Investments, Inc. dated July 24, 1998.
10.54** Share Exchange Agreement among Noble International, Ltd.,
Noble Canada Holdings, Limited, Noble Canada, Inc., and
Wrayter Investments, Inc. dated July 24, 1998.
10.55** Registration Rights Agreement among Noble International,
Ltd. and Wrayter Investments, Inc. dated July 24, 1998.
10.56** Registration Rights Agreement executed and delivered by
Noble International, Ltd. in favor of the Holders of
Debentures and Registrable Securities dated July 23, 1998.
10.57*** Stock Exchange Agreement by and among Noble Metal
Technologies, Inc., Noble International, Ltd., Utilase,
Inc., Noble Metal Products, Inc. and Utilase Production
Process, Inc. effective as of March 31, 1998.
10.58*** Stock Exchange Agreement by and among Noble Components &
Systems, Inc., Noble International, Ltd., Prestolock
International, Ltd., Cass River Coatings, Inc. d/b/a 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.
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------
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.
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### Real Estate Sale Agreement among Noble Land Holdings, Inc.,
Noble International, Ltd., Noble Metal Processing -- KY, LLC
and Skandy-KY, LLC dated April 22, 2002.
23.1 Consent of Deloitte and Touche LLP.
23.2 Consent of Grant Thornton LLP.
24 Power of Attorney (included in signature page to this
Registration Statement).
---------------
* 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
8-K filed January 3, 2002.
### Previously filed