FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 001-13581
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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 Road, Warren, MI 48093
(Address of principal executive offices)
(Zip Code)
(586) 751-5600
(Registrant's telephone number, including area code)
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---- ----
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes No X
----- -----
The number of shares of the registrant's common stock, $.001 par value,
outstanding as of August 12, 2003 was 7,783,979
NOBLE INTERNATIONAL, LTD.
FORM 10-Q INDEX
This report contains statements (including certain projections and business
trends) accompanied by such phrases as "assumes," "anticipates," "believes,"
"expects," "estimates," "projects," "will" and other similar expressions, that
are "forward looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. Statements regarding future operating performance, new
programs expected to be launched and other future prospects and developments are
based upon current expectations and involve certain risks and uncertainties that
could cause actual results and developments to differ materially. Potential
risks and uncertainties include such factors as demand for the company's
products, pricing, the company's growth strategy, including its ability to
consummate and successfully integrate future acquisitions, industry cyclicality
and seasonality, the company's ability to continuously improve production
technologies, activities of competitors and other risks detailed in the
company's Annual Report on Form 10-K for the year ended December 31, 2002 and
other filings with the Securities and Exchange Commission. These forward looking
statements are made only as of the date hereof.
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION....................................................................................3
ITEM 1: FINANCIAL STATEMENTS..................................................................................3
Consolidated Balance Sheets as of June 30, 2003 (unaudited) and December 31, 2002...........................3
Consolidated Statements of Operations (unaudited) for the Three Month and
Six Month Periods Ended June 30, 2003 and 2002..............................................................4
Consolidated Statements of Cash Flows (unaudited) for the Six Month
Periods Ended June 30, 2003 and 2002........................................................................5
Consolidated Statements of Comprehensive Income (unaudited) for the Three
Month and Six Month Periods Ended June 30, 2003 and 2002....................................................6
Notes to Consolidated Interim Financial Statements (unaudited)..............................................7
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS................14
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...........................................17
ITEM 4: CONTROLS AND PROCEDURES..............................................................................18
PART II - OTHER INFORMATION......................................................................................19
ITEM 1: LEGAL PROCEEDINGS....................................................................................19
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS............................................................19
ITEM 3: DEFAULTS UPON SENIOR SECURITIES......................................................................19
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................................................19
ITEM 5: OTHER INFORMATION....................................................................................19
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K.....................................................................19
2
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
JUNE 30, DECEMBER 31,
2003 2002
(unaudited)
--------- ---------
ASSETS
Current Assets:
Cash and cash equivalents $ 1,150 $ 1,154
Accounts receivable, trade - net 32,115 22,992
Note receivable, short term 2,573 -
Inventories 14,886 9,363
Deferred income taxes 7,142 6,217
Income taxes refundable 250 250
Prepaid expenses 4,564 2,555
--------- ---------
Total Current Assets 62,680 42,531
Property, Plant & Equipment, net 51,402 47,762
Other Assets:
Goodwill, net 15,690 15,690
Covenants not to compete, net 283 383
Note receivable, long term 3,833 -
Other assets, net 10,241 10,487
--------- ---------
Total Other Assets 30,047 26,560
Assets Held for Sale 1,084 13,098
--------- ---------
TOTAL ASSETS $ 145,213 $ 129,951
========= =========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 27,846 $ 19,830
Accrued liabilities 6,376 5,685
Current maturities of long-term debt 12,437 8,414
Income taxes payable 1,117 -
--------- ---------
Total Current Liabilities 47,776 33,929
Long-Term Liabilities:
Deferred income taxes 2,028 2,006
Convertible subordinated debentures 12,028 16,037
Long-term debt, excluding current maturities 39,140 33,234
--------- ---------
Total Long-Term Liabilities 53,196 51,277
Liabilities Held for Sale - 2,684
STOCKHOLDERS' EQUITY
Common stock 9 9
Additional paid-in capital 32,949 32,874
Retained earnings 11,194 9,755
Accumulated comprehensive income (loss), net 89 (577)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 44,241 42,061
--------- ---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 145,213 $ 129,951
========= =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS
3
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- ----------------------------
2003 2002 2003 2002
--------------------------------------------------------------------------------------------------------------------------------
NET SALES $ 41,197 $ 31,227 $ 82,045 $ 58,515
Cost of sales 34,100 25,588 68,273 48,419
----------- ----------- ----------- -----------
Gross margin 7,097 5,639 13,772 10,096
Selling, general and administrative
expenses 3,070 3,010 6,499 5,253
----------- ----------- ----------- -----------
Operating profit 4,027 2,629 7,273 4,843
Interest income 209 234 364 478
Interest expense (698) (130) (1,044) (406)
Other, net 271 22 269 18
----------- ----------- ----------- -----------
Earnings from continuing operations before income taxes 3,809 2,755 6,862 4,933
Income tax expense 1,306 1,013 2,324 1,793
Preferred stock dividends - - - 10
----------- ----------- ----------- -----------
EARNINGS ON COMMON SHARES FROM CONTINUING OPERATIONS 2,503 1,742 4,538 3,130
Discontinued operations:
Earnings (loss) from discontinued operations (375) 214 (1,182) 435
Loss on sale of discontinued operations - - (677) -
----------- ----------- ----------- -----------
Net earnings on common shares $ 2,128 $ 1,966 $ 2,679 $ 3,565
=========== =========== =========== ===========
BASIC EARNINGS PER COMMON SHARE:
EARNINGS PER SHARE FROM CONTINUING OPERATIONS $ 0.32 $ 0.26 $ 0.59 $ 0.46
Earnings (loss) from discontinued operations (0.05) 0.03 (0.15) 0.06
Loss on sale of discontinued operations - - (0.09) -
----------- ----------- ----------- -----------
Basic earnings per common share $ 0.28 $ 0.29 $ 0.35 $ 0.53
=========== =========== =========== ===========
DILUTED EARNINGS PER COMMON SHARE
EARNINGS PER SHARE FROM CONTINUING OPERATIONS $ 0.30 0.24 0.55 0.43
Earnings (loss) from discontinued operations (0.04) 0.03 (0.13) 0.05
Loss on sale of discontinued operations - - (0.08) -
----------- ----------- ----------- -----------
Diluted earnings per common share $ 0.26 $ 0.26 $ 0.34 $ 0.48
=========== =========== =========== ===========
DIVIDENDS PER SHARE DECLARED AND PAID $ 0.08 $ 0.08 $ 0.16 $ 0.16
=========== =========== =========== ===========
Basic weighted average common shares outstanding 7,723,710 6,773,880 7,723,296 6,740,327
Diluted weighted average common shares outstanding 8,935,602 8,145,505 8,921,814 8,094,139
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS
4
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
SIX MONTHS ENDED
JUNE 30,
----------------------------------
2003 2002
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings from continuing operations $ 4,538 $ 3,140
Adjustment to reconcile net earnings from continuing operations
to net cash provided by (used in) operations
Interest expense related to amortization of fees 269 207
Depreciation of property, plant and equipment 3,237 2,679
Amortization of intangible assets 132 110
Deferred income taxes (903) -
Loss (gain) on sale of property and equipment 2 (36)
Changes in assets and liabilities
Decrease (increase) in accounts receivable (9,123) 176
Decrease (increase) in inventories (5,523) 996
Increase in prepaid expenses (2,009) (879)
Increase in other operating assets (41) (186)
Increase (decrease) in accounts payable 8,016 (150)
Increase in income taxes payable 1,117 1,801
Increase (decrease) in accrued liabilities 691 (583)
----------- -----------
Net cash provided by continuing operations 403 7,275
Net cash used in discontinued operations (3,654) (5,977)
----------- -----------
Net cash provided by (used in) operating activities (3,251) 1,298
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment (6,529) (9,120)
Proceeds from sale of property, plant and equipment - 7,031
Net proceeds from sale of discontinued operations 4,718 -
Investments - (538)
----------- -----------
Net cash used in investing activities (1,811) (2,627)
CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of common stock - (123)
Proceeds from issuance of common stock 75 -
Capital lease payments - (20)
Preferred dividends declared and paid - (10)
Dividends on common stock declared and paid (1,239) (1,084)
Redemption of preferred stock of subsidiary - (250)
Payments on non-bank debt (138) (125)
Net borrowings on bank debt 6,044 2,676
----------- -----------
Net cash provided by financing activities 4,742 1,064
Effect of exchange rate changes on cash 316 (10)
----------- -----------
Net decrease in cash (4) (275)
Cash at beginning of period 1,154 943
----------- -----------
Cash at end of period $ 1,150 $ 668
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid for:
Interest $ 1,006 $ 1,417
Taxes 1,244 -
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS
5
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
2003 2002 2003 2002
-------- -------- -------- --------
Net earnings on common shares $ 2,128 $ 1,956 $ 2,679 $ 3,565
Other comprehensive income, equity adjustment
from foreign currency translation, net 424 239 666 $ 3
-------- -------- -------- --------
Comprehensive income, net $ 2,552 $ 2,195 $ 3,345 $ 3,568
======== ======== ======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS
6
NOBLE INTERNATIONAL, LTD.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
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.
Results for interim periods should not be considered indicative of results for a
full year. The December 31, 2002 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, 2002.
Certain information for fiscal year 2002 related to discontinued operations has
been reclassified to conform to the current year presentation. Discontinued
operations include the Company's logistics business for the three and six-month
periods ended June 30, 2003 and the Company's logistics and heavy equipment
businesses for the three and six-month periods ended June 30, 2002.
The accompanying consolidated financial statements as of June 30, 2003 and for
the year ended December 31, 2002, include Noble International, Ltd. and its
wholly-owned subsidiaries, Noble Component Technologies ("NCT"); Monroe
Engineering Products, Inc. ("Monroe"), Noble Metal Processing, Inc. ("NMP"),
Noble Land Holdings, Inc. ("Land Holdings"), Noble Manufacturing Group, Inc.
("NMG"), Noble Metal Processing Canada, Inc. ("NMPC"), Noble Metal Processing --
Kentucky, LLC ("NMPK"), Pro Motorcar Products, Inc. ("PMP"), Pro Motorcar
Distribution, Inc. ("PMD"), Noble Logistic Services, Inc. ("NLS-CA" and
"NLS-TX"), and Noble Construction Equipment, Inc. ("NCE"), (collectively,
"Noble" or the "Company") from the date of acquisition to the date of
disposition, if applicable.
On March 21, 2003, the Company completed the sale of its logistics group for
approximately $11.1 million in cash and notes as well as the assumption of
substantially all payables and liabilities. The transaction included cash of
$2.0 million at closing, two short-term notes totaling approximately $5.1
million, a $1.5 million three-year amortizing note and a $2.5 million five-year
amortizing note. The two long-term notes bear an annual interest rate of 4.5%
and will be repaid in equal monthly installments. The short-term notes are not
interest bearing. The notes are secured by the stock of the buyer in the
entities purchased.
At June 30, 2003, the balance on the short-term notes was $2.6 million. As of
August 14, 2003 the Company and the issuer of the short-term notes have agreed
to amend the terms of repayment of the remaining balance on the short-term notes
of $1.9 million. The amended terms provide for repayment of the short-term notes
by July 31, 2004 and provide for payment of interest on the outstanding balance
at an annual rate of 7%.
The results for the logistics group included in discontinued operations for the
six-month periods ended June 30, 2003 and 2002 follow (in thousands):
2003 2002
---- ----
Revenue $14,800 $32,999
Pre tax loss (1,784) (209)
7
In addition, the six-month period ended June 30, 2002 for discontinued
operations includes the results from the Company's heavy equipment group which
had revenue of $24.2 million and pretax profit of $0.9 million.
Basic earnings per share ("EPS") is computed by dividing income available to
common stockholders by the weighted average number of common shares outstanding
for the period. Calculation of diluted EPS assumes the exercise of common stock
options and warrants when dilutive, and the impact of restricted stock and the
assumed conversion of convertible debt, when dilutive. The following tables
reconcile the numerator and denominator to calculate basic and diluted EPS from
continuing operations for the three and six-month periods ended June 30, 2003
and 2002 (in thousands, except share and per share amounts; per share amounts
are subject to rounding).
Three months ended June 30,
-----------------------------------------------------------------------------------------
2003 2002
----------------------------------------- ------------------------------------------
Net Earnings Shares Per share Net Earnings Shares Per share
(Numerator) (Denominator) Amounts (Numerator) (Denominator) Amounts
------------ ------------- ----------- ------------ ------------- ----------
Basic earnings per common share
Earnings on common shares from
continuing operations $ 2,503 7,723,710 $ 0.32 $ 1,742 6,773,880 $ 0.26
Effect of dilutive securities:
Contingently issuable shares 27,252 - 27,737 -
Convertible debentures 181 1,120,489 (0.02) 182 1,125,520 (0.02)
Warrants - - 36,485 -
Stock Options - 64,151 - - 181,883 -
------------ ------------- ----------- ------------ ------------- ----------
Earnings on common shares from
continuing operations assuming
dilution $ 2,684 8,935,602 $ 0.30 $ 1,924 8,145,505 $ 0.24
============ ============= =========== ============ ============= ==========
Six months ended June 30,
----------------------------------------------------------------------------------------
2003 2002
----------------------------------------- -----------------------------------------
Net Earnings Shares Per share Net Earnings Shares Per share
(Numerator) (Denominator) Amounts (Numerator) (Denominator) Amounts
------------ ------------- ----------- ------------ ------------- ----------
Basic earnings per common share
Earnings on common shares from
continuing operations $ 4,538 7,723,296 $ 0.59 $ 3,130 6,740,327 $ 0.46
Effect of dilutive securities:
Contingently issuable shares 21,926 - 27,737 -
Convertible debentures 359 1,120,489 (0.03) 361 1,125,590 (0.02)
Warrants - - 31,107 -
Stock Options - 56,103 (0.01) - 169,378 (0.01)
------------ ------------- ----------- ------------ ------------- ----------
Earnings from continuing
operations per common
share assuming dilution $ 4,897 8,921,814 $ 0.55 $ 3,491 8,094,139 $ 0.43
============ ============= =========== ============ ============= ==========
The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standard ("SFAS") 123 and SFAS 148. As allowed by SFAS 123, the
Company has elected to continue to follow APB Opinion No. 25 in accounting for
its stock option plans. Accordingly, no compensation cost has been recognized
under the stock-based compensation plan ("the Plan"). Had compensation cost been
determined based on the fair value at the grant dates for awards under the Plan
utilizing the Black-Scholes option pricing model, the Company's net earnings and
earnings per share would have been reduced to the
pro forma amounts indicated below for the three and six-month periods ended June
30, 2003 and 2002 (in thousands, except per share data):
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
2003 2002 2003 2002
---------------------------------------------------------
Net earnings on common shares from continuing operations
As reported $ 2,503 $ 1,742 $ 4,538 $ 3,130
Less: Total employee stock option expense under the
fair value method, net of related tax effects 51 79 102 158
--------- --------- --------- ---------
Pro forma 2,452 1,663 4,436 2,972
Basic earnings per share from continuing operations
As reported $ 0.32 $ 0.26 $ 0.59 $ 0.46
Pro forma 0.32 0.25 0.57 0.44
Diluted earnings per share from continuing operations
As reported $ 0.30 $ 0.24 $ 0.55 $ 0.43
Pro forma 0.29 0.23 0.54 0.41
NOTE B--INVENTORIES
Inventories at June 30, 2003 and December 31, 2002 consisted of the following
(in thousands):
June 30, 2003 December 31, 2002
--------------- -----------------
Raw materials and purchased parts $ 6,431 $ 3,925
Work in process 4,259 2,346
Finished goods 4,190 3,011
Other 6 81
--------------- ---------------
Total Inventory $ 14,886 $ 9,363
=============== ===============
NOTE C--INDUSTRY SEGMENTS
The Company classifies its continuing operations into two industry segments
based on product type: automotive and distribution. In its automotive segment,
as a Tier I and Tier II supplier, the Company provides prototype design,
engineering, laser welding of tailored blanks and other laser welding and
cutting services of automotive components for major OEMs and Tier I automotive
suppliers. The Company's automotive manufacturing facilities have been awarded
both QS-9000 and ISO-14001 certifications. The distribution segment distributes
tooling components, including adjustable handles, hand wheels, plastic knobs,
levers, handles, hydraulic clamps, drills, jigs, paint measurement and tint
meter gauges, quick drying UV lamps, and other products to various customers
directly as well as through a network of distributors.
Transactions between the automotive and distribution segments, as well as with
corporate headquarters, have been eliminated in the consolidated financial
statements. There are no inter-segment sales. Interest expense is allocated to
each operating segment based on the segment's actual borrowings from the
Company, 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.
9
The Company's operations by business segment and geography for the three months
ended June 30, 2003 follow (in thousands):
SEGMENT
AUTOMOTIVE DISTRIBUTION TOTALS
----------------------------------------
Revenues from external customers $ 40,037 $ 1,160 $ 41,197
Interest expense 405 22 427
Depreciation and amortization 1,635 41 1,676
Segment profit pre-tax 4,477 114 4,591
Segment assets 106,062 7,799 113,861
Expenditure for segment assets 3,442 53 3,495
RECONCILIATION TO CONSOLIDATED AMOUNTS
EARNINGS
Total earnings from reportable segments $ 4,591
Unallocated corporate headquarters expense (782)
---------
Earnings from continuing operations before
income taxes $ 3,809
=========
ASSETS
Total assets for reportable segments $ 113,861
Corporate headquarters 30,268
Assets held for sale 1,084
---------
Total consolidated assets $ 145,213
=========
OTHER SIGNIFICANT ITEMS
SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
----------------------------------------
Interest expense $ 427 $ 271 $ 698
Expenditure for segment assets 3,495 1 3,496
Depreciation and amortization 1,676 45 1,721
GEOGRAPHIC INFORMATION
LONG-LIVED
REVENUES ASSETS
United States $ 31,285 $ 64,771
Canada 9,879 2,604
Other 33 -
--------- ---------
Total $ 41,197 $ 67,375
========= =========
The Company's operations by business segment and geography for the six months
ended June 30, 2003 follow (in thousands):
10
SEGMENT
AUTOMOTIVE DISTRIBUTION TOTALS
----------------------------------------
Revenues from external customers $ 79,661 $ 2,384 $ 82,045
Interest expense 803 47 850
Depreciation and amortization 3,203 76 3,279
Segment profit pre-tax 8,516 288 8,804
Segment assets 106,062 7,799 113,861
Expenditure for segment assets 6,437 67 6,504
RECONCILIATION TO CONSOLIDATED AMOUNTS
EARNINGS
Total earnings from reportable segments $ 8,804
Unallocated corporate headquarters expense (1,942)
---------
Earnings from continuing operations before
income taxes $ 6,862
=========
ASSETS
Total assets for reportable segments $ 113,861
Corporate headquarters 30,268
Assets held for sale 1,084
---------
Total consolidated assets $ 145,213
=========
OTHER SIGNIFICANT ITEMS
SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
----------------------------------------
Interest expense $ 850 $ 194 $ 1,044
Expenditure for segment assets 6,504 25 6,529
Depreciation and amortization 3,279 90 3,369
GEOGRAPHIC INFORMATION
LONG-LIVED
REVENUES ASSETS
--------- ---------
United States $ 63,483 $ 64,771
Canada 18,489 2,604
Other 73 -
--------- ---------
Total $ 82,045 $ 67,375
========= =========
The Company's operations by business segment and geography for the three months
ended June 30, 2002 follow (in thousands):
SEGMENT
AUTOMOTIVE DISTRIBUTION TOTALS
----------------------------------------
Revenues from external customers $ 30,070 $ 1,157 $ 31,227
Interest expense 398 24 422
Depreciation and amortization 1,330 22 1,352
Segment profit pre-tax 2,425 281 2,706
Segment assets 82,548 7,782 90,330
Expenditure for segment assets 6,081 7 6,088
11
RECONCILIATION TO CONSOLIDATED AMOUNTS
EARNINGS
Total earnings from reportable segments $ 2,706
Unallocated corporate headquarters income 49
---------
Earnings from continuing operations before
income taxes $ 2,755
=========
ASSETS
Total assets for reportable segments $ 90,330
Corporate headquarters 18,169
Assets held for sale 51,895
---------
Total consolidated assets $ 160,394
=========
OTHER SIGNIFICANT ITEMS
SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
----------------------------------------
Interest expense $ 422 $ (292) $ 130
Expenditure for segment assets 6,088 45 6,133
Depreciation and amortization 1,352 60 1,412
GEOGRAPHIC INFORMATION
LONG-LIVED
REVENUES ASSETS
--------- ----------
United States $ 23,036 $ 60,894
Canada 8,165 1,557
Other 26 -
--------- ---------
Total $ 31,227 $ 62,451
========= =========
The Company's operations by business segment and geography for the six months
ended June 30, 2002 follow (in thousands):
SEGMENT
AUTOMOTIVE DISTRIBUTION TOTALS
----------------------------------------
Revenues from external customers $ 56,282 $ 2,233 $ 58,515
Interest expense 731 51 782
Depreciation and amortization 2,590 43 2,633
Segment profit pre-tax 4,332 502 4,834
Segment assets 82,548 7,782 90,330
Expenditure for segment assets 8,923 16 8,939
12
RECONCILIATION TO CONSOLIDATED AMOUNTS
EARNINGS
Total earnings from reportable segments $ 4,834
Unallocated corporate headquarters expense 99
---------
Earnings from continuing operations before
income taxes $ 4,933
=========
ASSETS
Total assets for reportable segments $ 90,330
Corporate headquarters 18,169
Assets held for sale 51,895
---------
Total consolidated assets $ 160,394
=========
OTHER SIGNIFICANT ITEMS
SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
----------------------------------------
Interest expense $ 782 $ (376) $ 406
Expenditure for segment assets 8,939 181 9,120
Depreciation and amortization 2,633 156 2,789
GEOGRAPHIC INFORMATION
LONG-LIVED
REVENUES ASSETS
--------- ---------
United States $ 43,585 $ 60,894
Canada 14,889 1,557
Other 41 -
--------- ---------
Total $ 58,515 $ 62,451
========= =========
NOTE D -- RESTRUCTURING RESERVE
The Company adopted SFAS 146 on January 1, 2003. SFAS 146, Accounting for Costs
Associated with Exit or Disposal Activities, requires a company to record a
liability for costs associated with an exit activity, at fair value, only when a
liability is incurred. Accordingly, the Company recorded as an expense in
selling, general and administrative and in accrued liabilities a pre-tax
restructuring charge of $0.65 million in March 2003 related to organizational
changes and headcount reductions. As of June 30, 2003 payments related to the
reserve totaled $0.13 million; as of June 30, 2003 the outstanding balance of
the restructuring reserve was $0.52 million. The Company expects to complete
payment of the reserve by May 31, 2004.
NOTE E -- ACCOUNTING PRONOUNCEMENTS
In January 2003, FASB issued Interpretation 46, Consolidation of Variable
Interest Entities. In general, a variable interest entity is a corporation,
partnership, trust, or any other legal structure used for business purposes that
either (a) does not have equity investors with voting rights or (b) has equity
investors that do not provide sufficient financial resources for the entity to
support its activities. Interpretation 46 requires a variable interest entity to
be consolidated by a company if that company is subject to a majority of the
risk of loss from the variable interest entity's activities or is entitled to
receive a majority of the entity's residual return or both. The consolidation
requirements of Interpretation 46 apply immediately to variable interest
entities created after January 31, 2003. The consolidation requirements apply to
older entities in the first fiscal year or interim period beginning after June
15, 2003. Certain of the disclosure requirements apply in all financial
statements issued after January 31, 2003, regardless of when the variable
interest entity was established. The Company is currently evaluating the
provisions of the Interpretation, but believes its adoption will not have a
material impact on its financial statements.
13
NOTE F -- SUBSEQUENT EVENTS
On July 31, 2003 the Company entered into its Fourth Amended and Restated Credit
Agreement with Comerica Bank. Pursuant to the amendment, the expiration of the
credit facility was extended to July 2006, the credit limit was increased to
$55.0 million from $48.0 million and provided for two additional participating
banks. The amended credit facility is comprised of a $25.0 million revolving
line of credit with no borrowing base formula and a $30.0 million term loan. The
term loan requires quarterly principal payments of $1.1 million. The credit
facility is subject to customary financial and other covenants including, but
not limited to, limitations on consolidations, mergers and sales of assets, and
bank approval on acquisitions over $15.0 million. All other terms remain
substantially the same.
On August 1, 2003 SET Enterprises, Inc. ("SET") completed its acquisition of
Michigan Steel Processing, Inc. ("MSP"), a subsidiary of Sumitomo Corporation of
America ("SCOA"). As a result of the transaction, SCOA contributed 100% of the
common stock of MSP in exchange for 45% of the common stock of SET. In addition,
the Company acquired 4% of the outstanding common stock of SET and reduced its
guarantee of SET's senior debt from $10.0 million to $3.0 million for a period
of one year, after which the guarantee will be eliminated, provided SET is in
compliance with its credit facility. The Company maintains its $7.6 million
non-convertible, non-voting preferred stock investment in SET the terms of which
have been amended to provide for an 8% annual dividend, and is non-redeemable
prior to August 2008.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF CONTINUING OPERATIONS
Net Sales. Net sales for the three months ended June 30, 2003 were
$41.2 million, an increase of $10.0 million, or 31.9%, compared to the same
period in 2002. For the six months period ended June 30, 2003 net sales
increased by $23.5 million, or 40.2%, to $82.0 million from $58.5 million in the
same period in 2002. The increase in revenues is attributable primarily to
higher production volumes on certain vehicles, higher steel sales and sales from
new product launches in the automotive business.
Cost of Sales. Cost of sales for the three-month period ended June 30,
2003 increased by $8.5 million to $34.1 million, an increase of 33.3% compared
to the same period in 2002. For the six-month period ended June 30, 2003 cost of
sales increased by $19.9 million to $68.3 million, or 41.0%, from $48.4 million
in the same period of 2002. These increases were primarily the result of
increased steel and value-added sales in the automotive business. Cost of sales
as a percentage of sales increased slightly to 82.8% in the three-month period
ended June 30, 2003 from 81.9% in the same period in 2002 and to 83.2% from
82.7% for the six-month period ended June 30, 2003 compared to the same period
in 2002. This increase in cost of sales as a percentage of net sales is
primarily the result of greater steel purchases in the automotive sector.
Gross Margin. Gross margin increased by $1.5 million, or 25.9%, to $7.1
million for the three months ended June 30, 2003, from $5.6 million for the
comparable period in 2002. For the six-month period ended June 30, 2003 gross
margin increased by $3.7 million, or 36.4%, to $13.8 million from $10.1 million
in the same period in 2002. The increase in gross margin was primarily the
result of higher revenues. Gross margin as a percentage of sales decreased
slightly as a result of the increased mix of steel sales to total sales compared
to the same period last year.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $0.1 million, or 2.0%, to $3.1 million for
the three-month period ended June 30, 2003 as compared to $3.0 million in the
comparable period of 2002. For the six-month period ended June 30, 2003 selling,
general and administrative expenses increased by $1.2 million, or 23.7%, to $6.5
million
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from $5.3 million in the same period in 2002. The major component in this
increase was the inclusion of a $0.65 million restructuring charge in the first
quarter of 2003. As a percentage of net sales, selling, general and
administrative expenses decreased to 7.5% for the three months ended June 30,
2003 from 9.6% for the same period in 2002; and decreased to 7.9% from 9.0% for
the six months ended June 30, 2003 compared to the same period in 2002.
Operating Profit. As a result of the foregoing factors, operating
profit increased $1.4 million, or 53.2%, to $4.0 million for the three-month
period ended June 30, 2003 from $2.7 million for the same period in 2002. For
the six-month period ended June 30, 2003 operating profit increased by $2.4
million, or 50.2%, to $7.3 million from $4.8 in the same period of 2002.
Operating profit as a percentage of net sales increased to 9.8% for the three
month period ended June 30, 2003 from 8.4% in the same period of 2002 and
increased to 8.9% for the six month period ended June 30, 2003 from 8.3% in the
same period of 2002. The six month period ended June 30, 2003 includes a $0.65
million restructuring charge as mentioned above.
Interest Income. Interest income decreased by $0.03 million, or 10.7%
to $0.21 million for the three-month period ended June 30, 2003 from $0.23
million for the same period in 2002. For the six-month period ended June 30,
2003 interest income decreased by $0.1 million, or 23.8%, to $0.4 million from
$0.5 million in the same period in 2002.
Interest Expense. Interest expense increased by $0.6 million to $0.7
million for the three months ended June 30, 2003 from $0.1 million for the
comparable period of 2002. For the six-month period ended June 30, 2003 interest
expense increased by $0.6 million to $1.0 million from $0.4 million in the same
period of 2002. The increase is due to increased borrowing primarily related to
steel purchases and capital expenditures in the automotive group as well as
lower interest expense attributable to discontinued operations in the six-month
period ended June 30, 2003 compared to the same period in 2002.
Income Tax Expense. Income tax expense for the three-month period ended
June 30, 2003 increased 28.9%, or $0.3 million, to $1.3 million from $1.0
million for the comparable period in 2002. For the six-month period ended June
30, 2003 income tax expense increased by 29.6%, or $0.5 million, to $2.3 million
from $1.8 million in the same period of 2002. The increase in income tax expense
is due primarily to increased earnings.
Earnings on Common Shares from Continuing Operations. As a result of
the foregoing factors, earnings on common shares from continuing operations
increased for the three-month period ended June 30, 2003 to $2.5 million from
$1.7 million for the comparable period of the prior year, an increase of 43.7%.
For the six-month period ended June 30, 2003 earnings on common shares from
continuing operations increased 45.0% to $4.5 million from $3.1 million in the
same period in 2002.
Net Earnings. Net earnings on common shares increased by $0.2 million,
or 8.8%, to $2.1 million including a $0.4 million charge related to discontinued
operations for the three-month period ended June 30, 2003 compared to the same
period in 2002. For the six-month period ended June 30, 2003 net earnings on
common shares decreased by 24.9%, or $0.9 million compared to the same period in
2002. The decrease was primarily due to a $1.2 million loss from the
discontinued operations and a $0.7 million loss on the sale of discontinued
operations in 2003 as compared to $0.4 million of income from discontinued
operations in the same period in 2002.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash requirements have historically been satisfied through
a combination of cash flow from operations, equity and debt financings and loans
from stockholders. Working capital needs and capital equipment requirements in
the continuing operations have increased as a result of the growth of the
Company and are expected to continue to increase. Anticipated increases in
required working capital and capital equipment expenditures are expected to be
met from cash flow from operations, equipment
15
financing and borrowings under the Company's credit facility. As of June 30,
2003, the Company had a working capital surplus of approximately $14.9 million.
The Company completed the sale of its logistics business in March 2003 which
resulted in cash received of $2.0 million at closing and receipt of $2.7 million
subsequent to closing pursuant to notes receivable.
The Company generated cash from continuing operations of $0.4 million
for the six months ended June 30, 2003. Net cash generated by continuing
operating activities was primarily the result of net earnings, plus non-cash
expenses such as depreciation expense and increases in accounts payable and
income taxes payable. This was offset by increases in accounts receivable,
inventories and prepaid expenses. The increase in accounts receivable of $9.1
million for the six months ended June 30, 2003, is related to the start of new
production programs in the automotive segment as well as increased volume in
current programs.
The Company used cash in investing activities of $1.8 million for the
six months ended June 30, 2003. This was primarily the result of the purchase of
fixed assets of $6.5 million offset by $2.0 million received in cash from the
sale of logistics business and the $2.7 million received in cash as of June 30,
2003 on the notes receivable.
The Company generated $4.7 million in cash flow from financing
activities for the six months ended June 30, 2003, primarily from borrowings
under the Credit Facility. The Company paid dividends of $1.2 million during the
six months ended June 30, 2003.
As of June 30, 2003 the Company maintained a $48.0 million secured
Credit Facility with Comerica Bank N.A. with an expiration date of January 2006.
As of June 30, 2003 the Credit Facility had a balance of $43.4 million. The
Credit Facility consists of a term loan and a revolving line of credit. The
revolving line of credit was a $20.0 million revolving loan, with a formula
based on the Company's assets in the determination of available credit. The
balance at June 30, 2003 was $17.3 million and availability under the line of
credit was approximately $2.0 million, net of approximately $0.7 million in
outstanding letters of credit. The term loan had a balance of $26.1 million. The
Company made monthly principal payments of $0.389 million on the term loan. The
Credit Facility is secured by assets of the Company and its subsidiaries and
provides for the issuance of up to $5 million in standby or documentary letters
of credit. The Credit Facility may be utilized for general corporate purposes,
including working capital and acquisition financing, and provides the Company
with borrowing options for multi-currency loans. Borrowing options include a
Eurocurrency rate, or a base rate. Advances under the facility bore interest at
an effective rate of 4.46% for the six months ended June 30, 2003. Costs of
originating the Credit Facility of $1.0 million are being amortized over three
years; amortization expense for the second quarter and year-to-date in 2003 was
$0.13 and $0.26 million, respectively. The unamortized balance of origination
costs is $0.8 million at June 30, 2003 and is included in other assets. The
Credit Facility is subject to customary financial and other covenants including,
but not limited to, limitations on consolidations, mergers, and sales of assets,
and bank approval on acquisitions over $15.0 million.
On July 31, 2003 the Company entered into its Fourth Amended and
Restated Credit Agreement with Comerica Bank. Pursuant to the amendment, the
expiration of the credit facility was extended to July 2006, the credit limit
was increased to $55.0 million from $48.0 million and provided for two
additional participating banks. The amended credit facility is comprised of a
$25.0 million revolving line of credit with no borrowing base formula and a
$30.0 million term loan. The term loan requires quarterly principal payments of
$1.1 million. The credit facility is subject to customary financial and other
covenants including, but not limited to, limitations on consolidations, mergers
and sales of assets, and bank approval on acquisitions over $15.0 million. All
other terms remain substantially the same.
For the period ended June 30, 2003, the Company guaranteed $10.0 million
of SET's senior debt in connection with its sale of businesses to SET. On July
31, 2003 SET acquired MSP, a division of SCOA. As a result of the transaction,
the Company reduced its guarantee of SET's senior debt to $3.0 million from
$10.0 million for a period of one year, after which the guarantee will be
eliminated provided SET is in compliance with its credit agreement. The Company
would be required to perform under the guarantee if SET was unable to repay or
renegotiate its credit facility. The maximum amount the Company would be
required to pay is $3.0 million. The Company does not currently carry a
liability for this guarantee.
16
The guarantee is unsecured and the Company would be entitled to the proceeds
from any liquidation after the senior debt lender had been paid in full.
As of June 30, 2003, the Company had not been notified by SET or SET's
lender of any default that would require performance under the guarantee.
The Company has from time to time been in violation of certain of its
financial debt ratio covenants and covenants relating to the issuance of
preferred stock and the payment of preferred and common stock dividends,
requiring it to obtain waivers of default from its lenders. At June 30, 2003 the
Company was in compliance with all of its financial covenants under the Credit
Facility.
The liquidity provided by the Company's Credit Facility combined with
cash flow from continuing operations is expected to be sufficient to meet
currently anticipated working capital and capital expenditure needs and for
existing debt service for at least 12 months. There can be no assurance,
however, that the funds will not be expended due to changes in economic
conditions or other unforeseen circumstances, requiring the Company to obtain
additional financing prior to the end of such twelve-month period. In addition,
as part of its business strategy, the Company continues to evaluate and may
pursue future growth through opportunistic acquisitions of assets or companies
involved in the automotive component supply and distribution industries, which
acquisitions may involve the expenditure of significant funds. Depending upon
the nature, size and timing of future acquisitions, the Company may be required
to obtain additional debt or equity financing. There can be no assurance,
however, that additional financing will be available to the Company, when and if
needed, on acceptable terms or at all.
INFLATION
Inflation generally affects the Company by increasing the interest
expense of floating rate indebtedness and by increasing the cost of labor,
equipment and raw materials. The Company does not believe that inflation has had
a material effect on its business over the past two years.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to the impact of foreign currency fluctuations.
International revenues from the Company's foreign subsidiaries were
approximately 24.1% and 22.6% of total revenues for the three months and six
months ended June 30, 2003. The Company's primary foreign currency exposure is
to the Canadian Dollar. The Company manages its exposure 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.
As of June 30, 2003 only 3.9% of the Company's long-lived assets were
based in its foreign subsidiaries. These assets 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, the Company's consolidated stockholders'
equity will fluctuate depending on the weakening or strengthening of the U.S.
Dollar against the respective foreign currency.
The Company's financial results are affected by changes in U.S. and
foreign interest rates. The Company does not hold financial instruments that are
subject to market risk (interest rate risk and foreign exchange risk). There has
been no material change to the Company's exposure to market risk since December
31, 2002.
17
ITEM 4: CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. The Company's President and Chief Operating
Officer and the Chief Financial Officer, after evaluating the effectiveness of
the Company's disclosure controls and procedures, as defined in the Securities
Exchange Act Rules 13a-15(e) and 15d-15(e) as of June 30, 2003, have concluded
that as of June 30, 2003, the Company's disclosure controls and procedures were
adequate and effective to ensure that material information relating to the
Company and its subsidiaries would be made known to them by others within the
Company, particularly during the period in which this Form 10-Q Quarterly Report
was being prepared.
Changes in Internal Control over Financial Reporting. There have been no
changes in the Company's internal control over financial reporting during the
quarter ended June 30, 2003 that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.
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PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
Not applicable.
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Stockholders was held on May 16, 2003.
The Company has a staggered Board of Directors, and Lee Musgrove Canaan,
Jonathan P. Rye and Van E. Conway were elected to the Company's Board of
Directors. Each of the nominees was an incumbent director. Of the 7,783,918
shares issued, outstanding and entitled to vote at the Annual Meeting,
6,951,250, 6,934,750 and 6,934,750 shares were voted in favor of Messrs. Canaan,
Rye and Conway respectively, and 15,550, 32,050 and 32,050 shares were withheld
from each of them respectively. The ratification of Deloitte & Touche LLP as
independent public accountants of the Company was also approved, with 6,552,972
shares voted for approval, 406,228 shares voted against and 7,600 shares
abstaining.
ITEM 5: OTHER INFORMATION
Not applicable.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
----------- -----------
31.1 Certification by the President and Chief Operating Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(this certification, required as Exhibit 31 under Item 601(a)
of Regulation S-K, is filed as Exhibit 99.1 pursuant to SEC
interim filing guidance)
31.2 Certification by the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (this
certification, required as Exhibit 31 under Item 601(a) of
Regulation S-K, is filed as Exhibit 99.1 pursuant to SEC
interim filing guidance)
32.1 Certification of Periodic Financial Report by the President
and Chief Executive Officer and the Chief Financial Officer
pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (this
certification, required as Exhibit 32 under Item 601(a) of
Regulation S-K, is furnished in accordance with Item
601(b)(32)(ii) of Regulation S-K as Exhibit 99.3 pursuant to
SEC interim filing guidance).
(b) The following reports on Form 8-K were filed during the six month period
ended June 30, 2003:
(i) Report on Form 8-K filed on January 15, 2003, concerning the
disposition of assets of Noble Construction Equipment, Inc.
(ii) Report on Form 8-K filed on April 7, 2003, concerning the
disposition of assets of Noble Logistics Services, Inc.
(iii) Report on Form 8-K filed on May 5, 2003, concerning the
preliminary financial results for the three months ended
March 31, 2003.
(iv) Report on Form 8-K filed on May 13, 2003, concerning the
financial results for the three months ended March 31, 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NOBLE INTERNATIONAL, LTD.
Dated: August 14, 2003 By: /s/ JAY J. HANSEN
-----------------------------------
Jay J. Hansen,
Chief Financial Officer
20
10-Q EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
EX-31.1 Certification of Chief Executive Officer pursuant to Section 302
EX-31.2 Certification of Chief Financial Officer pursuant to Section 302
EX-32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
21