<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 24, 1998
-----------------
NOBLE INTERNATIONAL, LTD.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Michigan 001-13581 38-3139487
<S> <C> <C>
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
</TABLE>
33 Bloomfield Hills Parkway, Suite 155, Bloomfield Hills, Michigan 48304
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 433-3093
------------------
N/A
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
This report amends the current report filed by Noble International, Ltd.
(the "Company") dated August 10, 1998.
On July 24, 1998 the Company consummated the acquisition, through its
wholly-owned subsidiary Noble Canada Holdings, Ltd., a Nova Scotia corporation
("NCH"), and NCH's wholly-owned subsidiary Noble Canada, Inc., an Ontario
corporation ("Noble Canada"), of all of the outstanding capital stock of Tiercon
Holdings, Inc., an Ontario corporation ("Tiercon"), including Tiercon's
wholly-owned subsidiary Triam Automotive Canada, Inc., an Ontario corporation
("Triam"). As a result of other dispositions, at the date of Noble's acquisition
of Triam, the assets of Triam included only the historical assets of Triam's
Plastics Division.
The aggregate consideration paid for the acquisitions of Tiercon and
Triam (collectively, the "Tiercon/Triam Acquisition") consisted of approximately
$32 million in cash and 80,000 shares of Noble Canada's Class T Non-Voting
Exchangeable Preferred Shares, which are exchangeable for 80,000 shares of the
Company's common stock, no par value ("Common Stock").
The audited financial statements of Triam's Plastics Division as of
January 31, 1998 and 1997 and for each of the three fiscal years in the period
ended January 31, 1998 are presented below. The interim unaudited financial
statements of Triam as of June 30, 1998 and 1997 and for the five month periods
ended June 30, 1998 and 1997 are also presented.
<PAGE> 3
AUDITORS' REPORT
To the Directors of
Noble International, Ltd.
We have audited the balance sheets of TRIAM AUTOMOTIVE CANADA INC. - PLASTICS
DIVISION as at January 31, 1998 and 1997 and the statements of income (loss),
net investment by Triam Automotive Canada Inc. and changes in financial position
for each of the years in the three year period ended January 31, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance 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.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at January 31, 1998 and 1997
and the results of its operations and the changes in its financial position for
each of the years in the three year period ended January 31, 1998 in accordance
with accounting principles generally accepted in Canada.
The Division is a component of Triam Automotive Canada Inc. and has no separate
legal status or existence.
/s/ Ernst & Young
Toronto, Canada,
September 18, 1998. Chartered Accountants
2
<PAGE> 4
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
BALANCE SHEETS
[in Canadian dollars]
As at January 31
<TABLE>
<CAPTION>
1998 1997
$ $
----------- -----------
<S> <C> <C>
ASSETS
CURRENT
Accounts receivable [note 3] 6,570,093 6,261,692
Inventories [note 4] 8,971,288 8,727,380
Prepaid expenses 126,722 261,711
----------- -----------
TOTAL CURRENT ASSETS 15,668,103 15,250,783
----------- -----------
Capital assets, net [note 5] 11,538,747 9,204,635
Deferred charges, net of accumulated amortization 271,064 28,413
----------- -----------
27,477,914 24,483,831
=========== ===========
LIABILITIES AND NET INVESTMENT BY TRIAM
AUTOMOTIVE CANADA INC
CURRENT
Accounts payable and accrued liabilities 6,384,484 4,762,791
Current portion of capital lease obligations [note 6] 282,834 71,530
----------- -----------
TOTAL CURRENT LIABILITIES 6,667,318 4,834,321
----------- -----------
Capital lease obligations [note 6] 1,414,876 193,649
----------- -----------
TOTAL LIABILITIES 8,082,194 5,027,970
----------- -----------
NET INVESTMENT BY TRIAM AUTOMOTIVE CANADA INC 19,395,720 19,455,861
----------- -----------
27,477,914 24,483,831
=========== ===========
</TABLE>
See accompanying notes
3
<PAGE> 5
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
STATEMENTS OF INCOME (LOSS)
[in Canadian dollars]
Years ended January 31
<TABLE>
<CAPTION>
1998 1997 1996
$ $ $
----------- ----------- -----------
<S> <C> <C> <C>
SALES 48,789,030 37,330,604 25,225,014
Cost of goods sold 43,321,197 32,782,214 23,432,761
----------- ----------- -----------
GROSS PROFIT 5,467,833 4,548,390 1,792,253
----------- ----------- -----------
EXPENSES
Corporate charges [note 7] 2,558,982 2,004,962 1,564,689
Selling, general and administrative 1,122,835 1,093,321 1,120,223
Amortization of capital assets 833,102 790,195 415,471
Amortization of deferred charges 111,050 24,305 --
Interest on capital lease obligations 91,825 14,234 (966)
----------- ----------- -----------
4,717,794 3,927,017 3,099,417
----------- ----------- -----------
NET INCOME (LOSS) FOR THE YEAR [note 8] 750,039 621,373 (1,307,164)
=========== =========== ===========
</TABLE>
See accompanying notes
4
<PAGE> 6
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
STATEMENTS OF NET INVESTMENT BY
TRIAM AUTOMOTIVE CANADA INC.
[in Canadian dollars]
Years ended January 31
<TABLE>
<CAPTION>
1998 1997 1996
$ $ $
---------- ---------- ----------
<S> <C> <C> <C>
BALANCE, BEGINNING OF YEAR 19,455,861 9,773,445 11,149,927
Net income (loss) for the year 750,039 621,373 (1,307,164)
Advances from (to) Triam Automotive
Canada Inc. (810,180) 9,061,043 (69,318)
---------- ---------- ----------
BALANCE, END OF YEAR 19,395,720 19,455,861 9,773,445
========== ========== ==========
</TABLE>
See accompanying notes
5
<PAGE> 7
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
STATEMENTS OF CHANGES IN FINANCIAL POSITION
[in Canadian dollars]
Years ended January 31
<TABLE>
<CAPTION>
1998 1997 1996
$ $ $
--------- --------- ----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) for the year 750,039 621,373 (1,307,164)
Add items not involving cash
Amortization of deferred charges 111,050 24,305 --
Amortization of capital assets 833,102 790,195 415,471
---------- ---------- ----------
1,694,191 1,435,873 (891,693)
Changes in non-cash working capital balances
related to operations
Accounts receivable (308,401) (3,596,425) 2,161,134
Inventories (243,908) (4,618,843) (605,439)
Prepaid expenses 134,989 120,537 128,087
Accounts payable and accrued liabilities 1,621,693 1,509,571 436,127
---------- ---------- ----------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 2,898,564 (5,149,287) 1,228,216
---------- ---------- ----------
INVESTING ACTIVITIES
Purchase of capital assets, net (3,167,214) (4,052,688) (1,158,898)
Increase in deferred charges (353,701) (52,717) --
---------- ---------- ----------
CASH USED IN INVESTING ACTIVITIES (3,520,915) (4,105,405) (1,158,898)
---------- ---------- ----------
FINANCING ACTIVITIES
Advances from (to) Triam Automotive Canada Inc. (810,180) 9,061,043 (69,318)
Proceeds from capital lease obligations 1,632,226 212,212 --
Repayment of capital lease obligations (199,695) (18,563) --
---------- ---------- ----------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 622,351 9,254,692 (69,318)
---------- ---------- ----------
NET CHANGE IN CASH DURING THE YEAR -- -- --
========== ========== ==========
</TABLE>
See accompanying notes
6
<PAGE> 8
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
NOTES TO FINANCIAL STATEMENTS
[in Canadian dollars]
January 31, 1998, 1997 and 1996
19
1. BASIS OF PRESENTATION
Triam Automotive Canada Inc. - Plastics Division [the "Division"], located in
Stoney Creek, Ontario, Canada, is a wholly-owned division of Triam Automotive
Canada Inc. ["Triam"]. The financial statements of the Division have been
prepared in Canadian dollars following accounting principles generally accepted
in Canada. These principles are also in conformity, in all material respects,
with accounting principles generally accepted in the United States, except as
described in note 12 to the financial statements.
Income taxes represent management's best estimate of the tax expense of the
Division calculated as if the Division was separate taxable entity.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVENTORIES
Raw materials are stated at the lower of cost and replacement value. Finished
goods and work-in-process are stated at the lower of cost and net realizable
value. Cost includes the cost of materials plus direct labour applied to the
product and the applicable share of manufacturing overhead, and is determined on
a weighted average basis. Tooling inventory is stated at the lower of cost and
replacement value.
CAPITAL ASSETS
Capital assets are recorded at cost less accumulated amortization. Amortization
is provided on a straight-line basis over the estimated useful lives of the
assets as follows:
<TABLE>
<S> <C>
Furniture and fixtures 20% - 33.3%
Machinery and equipment 5% - 10%
Leasehold improvements Over the term of the lease
</TABLE>
DEFERRED CHARGES
Deferred charges represent costs associated with the start-up of new product
lines. These charges are amortized on a straight-line basis over the term of the
related contract.
REVENUE RECOGNITION
Revenue from sales of manufactured products is recognized upon shipment to
customers.
7
<PAGE> 9
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
NOTES TO FINANCIAL STATEMENTS
[in Canadian dollars]
January 31, 1998, 1997 and 1996
The Division enters into contracts for tooling construction with periods of
completion over several months. Revenue is recognized on the percentage of
completion basis, measured using the product part approval process.
FOREIGN EXCHANGE TRANSLATION
Monetary assets and liabilities denominated in foreign currencies are translated
into Canadian dollars at the rate of exchange prevailing at the balance sheet
dates. Revenue and expense items are translated into Canadian dollars at the
average rates for the year. The resulting exchange gains and losses are recorded
in the statements of income (loss).
LEASES
Leases entered into are classified as either capital or operating leases. Leases
which substantially transfer all benefits and risks of ownership of property to
the Division are accounted for as capital leases. At the time a capital lease is
entered into, an asset is recorded together with its related long-term
obligation to reflect the purchase and financing.
INCOME TAXES
The Division follows the deferral method of tax allocation in accounting for
income taxes. Under this method, timing differences between accounting and
taxable income result in the recording of deferred income taxes. Deferred income
taxes relate primarily to differences between the amount of amortization
recorded for accounting purposes and capital cost allowance claimed for income
tax purposes.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported and disclosed in the financial statements. Actual results could
differ from those estimates.
3. ACCOUNTS RECEIVABLE
The Division operates exclusively in the automotive industry and derived
approximately 80% of its revenue for the year ended January 31, 1998 from one
company in the automotive industry [1997 - 79%; 1996 - 72%]. Accounts receivable
from this customer at January 31, 1998 totalled 74% of the year-end balance
[1997 - 87%].
8
<PAGE> 10
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
NOTES TO FINANCIAL STATEMENTS
[in Canadian dollars]
January 31, 1998, 1997 and 1996
4. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
1998 1997
$ $
--------- ---------
<S> <C> <C>
Raw materials 2,185,658 2,345,253
Work-in-process 2,149,688 1,651,148
Finished goods 2,514,698 1,815,537
Tooling 2,121,244 2,915,442
--------- ---------
8,971,288 8,727,380
========= =========
</TABLE>
5. CAPITAL ASSETS
Capital assets consist of the following:
<TABLE>
<CAPTION>
1998
------------------------------------------
ACCUMULATED NET BOOK
COST AMORTIZATION VALUE
$ $ $
---------- --------- ---------
<S> <C> <C> <C>
Furniture and fixtures 545,713 270,771 274,942
Machinery and equipment 11,167,901 2,385,121 8,782,780
Leasehold improvements 1,027,919 354,301 673,618
Assets under capital lease 1,946,367 138,960 1,807,407
---------- --------- ---------
14,687,900 3,149,153 11,538,747
========== ========= =========
</TABLE>
<TABLE>
<CAPTION>
1997
ACCUMULATED NET BOOK
COST AMORTIZATION VALUE
$ $ $
---------- --------- ---------
<S> <C> <C> <C>
Furniture and fixtures 376,237 185,001 191,236
Machinery and equipment 10,590,516 2,062,500 8,528,016
Leasehold improvements 255,701 43,203 212,498
Assets under capital lease 314,290 41,405 272,885
---------- --------- ---------
11,536,744 2,332,109 9,204,635
========== ========= =========
</TABLE>
9
<PAGE> 11
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
NOTES TO FINANCIAL STATEMENTS
[in Canadian dollars]
January 31, 1998, 1997 and 1996
6. CAPITAL LEASE OBLIGATIONS
The Division completed financing with the Bank of Nova Scotia [the "Bank"] in
1998 and 1997 to purchase certain capital assets. The Division entered into
long-term capital lease agreements with the Bank which bear interest at rates
varying between 7% and 10%. The lease is collateralized by capital assets having
a carrying value of $1,807,407 [1997 - $272,885]. The lease obligations are
repayable in equal monthly installments.
The future minimum lease payments required under the capital lease agreements
are as follows:
<TABLE>
<CAPTION>
$
---------
<S> <C>
1999 398,885
2000 398,885
2001 327,560
2002 303,785
Thereafter 611,496
---------
2,040,611
Less amount representing interest at rates varying between 7% and 10% 342,901
---------
1,697,710
Less current portion 282,834
---------
1,414,876
=========
</TABLE>
7. CORPORATE CHARGES
Triam incurs and charges the Division general overhead expenses and interest.
The general overhead expenses include the following: salaries for senior
management staff, building rent, advertising, marketing, promotion and
professional fees.
Triam allocates the general overhead expenses to the Division on a pro-rata
basis based on time that certain senior management, officers and employees spend
on the Division as opposed to other divisions within Triam. It is management's
assertion that the allocation rates utilized by Triam are reasonable.
Financing for the Division is provided by Triam. Triam allocates a portion of
its third party financing costs to the Division based on the average annual
balance attributable to the Division.
10
<PAGE> 12
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
NOTES TO FINANCIAL STATEMENTS
[in Canadian dollars]
January 31, 1998, 1997 and 1996
8. INCOME TAXES
[a] A reconciliation comparing income taxes calculated at the Canadian statutory
rate to the amount provided in the financial statements is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
$ $ $
--------- --------- ----------
<S> <C> <C> <C>
Income (loss) before income taxes 750,039 621,373 (1,307,164)
Statutory Canadian income tax rate 35.6% 35.6% 35.6%
--------- --------- ----------
267,014 221,209 (465,350)
Effect of tax loss carryforwards recognized (483,933) (223,275) (149,042)
Effect of current year tax losses
not recognized 221,335 -- 606,459
Other (4,416) 2,066 7,933
========= ========= ==========
</TABLE>
[b] As at January 31, 1998, the Division has income tax losses available to
reduce future years' taxable income. These federal and provincial income tax
loss carryforwards expire in each of the following years:
<TABLE>
<CAPTION>
FEDERAL PROVINCIAL
$ $
--------- ---------
<S> <C> <C>
2001 1,572,000 906,000
2003 273,000 273,000
--------- ---------
1,845,000 1,179,000
========= =========
</TABLE>
[c] Subsequent to January 31, 1998, Triam sold one of its other divisions.
Approximately $4,200,000 of income tax losses, the benefit of which has been
recognized in the accounts of the Division, were applied against the gain
realized on the sale of this division. In addition, subsequent to January
31, 1998, the benefit of the tax losses disclosed in note 8[b] above were
recognized in Triam's accounts. As a result of the foregoing and other
activities of the Division during the period subsequent to January 31, 1998,
a deferred tax credit was recorded in the accounts of the Division.
11
<PAGE> 13
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
NOTES TO FINANCIAL STATEMENTS
[in Canadian dollars]
January 31, 1998, 1997 and 1996
9. SEGMENTED INFORMATION
The Division operates in one geographic segment. Sales between Canada and the
United States are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
$ $ $
---------- ---------- ----------
<S> <C> <C> <C>
CANADA 4,420,281 5,781,939 4,613,197
UNITED STATES 44,368,749 31,548,665 20,611,817
---------- ---------- ----------
48,789,030 37,330,604 25,225,014
========== ========== ==========
</TABLE>
10. SUBSEQUENT EVENTS
[a] On May 12, 1998, 100% of the outstanding common shares of Triam Automotive
Inc. ["TAI"], Triam's parent company, was acquired by Magna International
Inc. ["Magna"] in exchange for cash and common shares of Magna. TAI was
subsequently wound up into Magna.
On July 24, 1998, Magna sold Triam, which as at that date only included the
Division, to Tiercon Holdings Inc. ["Tiercon"].
Tiercon was subsequently purchased by a wholly-owned Canadian subsidiary of
Noble International, Ltd. on July 24, 1998.
[b] Subsequent to January 31, 1998, the Division's shipments to its largest
customer were interrupted for approximately three weeks due to labour
disruption experienced by the customer.
11. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed. In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 Issue may be experienced before, on, or after
January 1, 2000, and, if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems failure which could
affect the Division's ability to conduct normal business operations. It is not
possible to be certain that all aspects of the Year 2000 Issue affecting the
Division, including those related to the efforts of customers, suppliers, or
other third parties, will be fully resolved.
12
<PAGE> 14
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
NOTES TO FINANCIAL STATEMENTS
[in Canadian dollars]
January 31, 1998, 1997 and 1996
12. SUMMARY OF DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN
CANADA AND THE UNITED STATES
The financial statements have been prepared in accordance with accounting
principles generally accepted in Canada ["Canadian GAAP"] which conform in all
material respects with accounting principles generally accepted in the United
States ["US GAAP"] except as set forth below:
DEFERRED CHARGES
Under Canadian GAAP, start-up costs which meet specific criteria may be deferred
and amortized over the periods of expected benefit. Under US GAAP, all such
costs are expensed in the year incurred.
INCOME TAXES
Under US GAAP, the Division would be required to follow the liability method of
accounting for income taxes in accordance with the provisions of Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes",
whereby deferred tax assets and liabilities are recorded based on the enacted
tax rates which will be in effect when any differences between the accounting
and tax basis of assets reverse.
The Division had sufficient net operating losses for fiscal 1995 and 1996 to
carry forward and offset in entirety the fiscal 1997 taxable income. Fiscal 1998
was a net operating loss. Therefore, no federal or provincial income taxes have
been provided. The net deferred tax asset, resulting from the net operating loss
carryforward, has been adjusted for in entirety by a valuation allowance.
CAPITAL LEASE OBLIGATIONS
Under US GAAP non-cash investing and financing transactions are excluded from
the statements of changes in financial position.
The impact of these differences on the financial statements is as follows:
BALANCE SHEETS
<TABLE>
<CAPTION>
1998 1997
$ $
---------- ----------
<S> <C> <C>
TOTAL ASSETS UNDER CANADIAN GAAP 27,477,914 24,483,831
Adjustment
Deferred charges (271,064) (28,413)
---------- ----------
TOTAL ASSETS UNDER US GAAP 27,206,850 24,455,418
========== ==========
</TABLE>
13
<PAGE> 15
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
NOTES TO FINANCIAL STATEMENTS
[in Canadian dollars]
January 31, 1998, 1997 and 1996
STATEMENTS OF INCOME (LOSS)
<TABLE>
<CAPTION>
YEARS ENDED JANUARY 31
-----------------------------------------
1998 1997 1996
$ $ $
-------- -------- ----------
<S> <C> <C> <C>
NET INCOME (LOSS) FOR THE YEAR UNDER
CANADIAN GAAP 750,039 621,373 (1,307,164)
Adjustments
Deferred charges (353,701) (52,717) --
Amortization of deferred charges 111,050 24,305 --
-------- -------- ----------
NET INCOME (LOSS) FOR THE YEAR UNDER
US GAAP 507,388 592,961 (1,307,164)
======== ======== ==========
</TABLE>
STATEMENTS OF NET INVESTMENT BY TRIAM AUTOMOTIVE CANADA INC.
<TABLE>
<CAPTION>
1998 1997 1996
$ $ $
---------- ---------- ---------
<S> <C> <C> <C>
BALANCE, END OF YEAR UNDER CANADIAN GAAP 19,395,720 19,455,861 9,773,445
Adjustments
Deferred charges (382,114) (52,717) --
Amortization of deferred charges 111,050 24,305 --
---------- ---------- ---------
BALANCE, END OF YEAR UNDER US GAAP 19,124,656 19,427,449 9,773,445
========== ========== =========
</TABLE>
14
<PAGE> 16
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
NOTES TO FINANCIAL STATEMENTS
[in Canadian dollars]
January 31, 1998, 1997 and 1996
STATEMENTS OF CHANGES IN FINANCIAL POSITION
<TABLE>
<CAPTION>
YEARS ENDED JANUARY 31
------------------------------------------
1998 1997 1996
$ $ $
---------- ----------- ----------
<S> <C> <C> <C>
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
UNDER CANADIAN GAAP 2,898,564 (5,149,287) 1,228,216
Adjustment
Deferred charges (353,701) (52,717) --
---------- ----------- ----------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
UNDER US GAAP 2,544,863 (5,202,004) 1,228,216
========== =========== ==========
CASH USED IN INVESTING ACTIVITIES
UNDER CANADIAN GAAP (3,520,915) (4,105,405) (1,158,898)
Adjustments
Deferred charges 353,701 52,717 --
---------- ----------- ----------
Purchase of capital assets 1,632,226 212,212 --
---------- ----------- ----------
CASH USED IN INVESTING ACTIVITIES
UNDER US GAAP (1,534,988) (3,840,476) (1,158,898)
========== =========== ==========
CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES UNDER CANADIAN GAAP 622,351 9,254,692 (69,318)
Adjustment
Proceeds from capital lease obligations (1,632,226) (212,212) --
---------- ----------- ----------
CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES UNDER US GAAP (1,009,875) 9,042,480 (69,318)
========== =========== ==========
</TABLE>
15
<PAGE> 17
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
BALANCE SHEETS
[Unaudited - in Canadian dollars]
As at June 30
<TABLE>
<CAPTION>
1998 1997
$ $
---------- ----------
<S> <C> <C>
ASSETS
CURRENT
Accounts receivable [note 2] 7,371,576 5,318,130
Inventories [note 3] 9,176,389 8,224,342
Prepaid expenses 265,235 249,527
---------- ----------
TOTAL CURRENT ASSETS 16,813,200 13,791,999
---------- ----------
Capital assets, net 13,904,252 9,894,452
Deferred charges, net of accumulated amortization 237,757 126,390
---------- ----------
30,955,209 23,812,841
========== ==========
LIABILITIES AND NET INVESTMENT BY TRIAM
AUTOMOTIVE CANADA INC.
CURRENT
Accounts payable and accrued liabilities 7,449,813 3,037,123
Current portion of capital lease obligations 292,312 74,595
---------- ----------
TOTAL CURRENT LIABILITIES 7,742,125 3,111,718
---------- ----------
Capital lease obligations 1,290,261 161,651
---------- ----------
Deferred taxes 839,548 --
---------- ----------
TOTAL LIABILITIES 9,871,934 3,273,369
---------- ----------
NET INVESTMENT BY TRIAM AUTOMOTIVE CANADA INC. 21,083,275 20,539,472
---------- ----------
30,955,209 23,812,841
========== ==========
</TABLE>
See accompanying notes
16
<PAGE> 18
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
STATEMENTS OF INCOME (LOSS)
[Unaudited - in Canadian dollars]
For the five months ended June 30
<TABLE>
<CAPTION>
1998 1997
$ $
---------- ----------
<S> <C> <C>
SALES 24,964,853 19,859,185
Cost of goods sold 22,343,584 17,397,811
---------- ----------
GROSS PROFIT 2,621,269 2,461,374
---------- ----------
EXPENSES
Corporate charges 1,190,486 1,060,518
Selling, general and administrative 985,486 528,335
Amortization of capital assets 402,002 305,877
Amortization of deferred charges 24,305 24,305
Interest on capital lease obligations 51,066 10,319
---------- ----------
2,653,345 1,929,354
---------- ----------
NET INCOME (LOSS) FOR THE PERIOD (32,076) 532,020
========== ==========
</TABLE>
See accompanying notes
17
<PAGE> 19
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
STATEMENTS OF NET INVESTMENT BY
TRIAM AUTOMOTIVE CANADA INC.
[Unaudited - in Canadian dollars]
For the five months ended June 30
<TABLE>
<CAPTION>
1998 1997
$ $
---------- ----------
<S> <C> <C>
BALANCE, BEGINNING OF YEAR 19,395,720 19,455,861
Net income (loss) for the period (32,076) 532,020
Advances from (to) Triam Automotive
Canada Inc. 1,719,631 551,591
---------- ----------
BALANCE, END OF PERIOD 21,083,275 20,539,472
========== ==========
</TABLE>
See accompanying notes
18
<PAGE> 20
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
STATEMENTS OF CHANGES IN FINANCIAL POSITION
[Unaudited - in Canadian dollars]
For the five months ended June 30
<TABLE>
<CAPTION>
1998 1997
$ $
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) for the period (32,076) 532,020
Add items not involving cash
Amortization of deferred charges 24,305 24,305
Amortization of capital assets 402,002 305,877
--------- ---------
394,231 862,202
Changes in non-cash working capital balances
related to operations
Accounts receivable (801,483) 943,562
Inventories (205,101) 503,038
Prepaid expenses (138,513) 12,184
Accounts payable and accrued liabilities 1,065,329 (1,725,668)
Deferred tax 839,548 --
--------- ---------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 1,154,011 595,318
--------- ---------
INVESTING ACTIVITIES
Purchase of capital assets, net (2,767,507) (995,694)
Increase in deferred charges 9,003 (122,282)
--------- ---------
CASH USED IN INVESTING ACTIVITIES (2,758,504) (1,117,976)
--------- ---------
FINANCING ACTIVITIES
Advances from (to) Triam Automotive Canada Inc. 1,719,631 551,591
Repayment of capital lease obligations (115,138) (28,933)
--------- ---------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 1,604,493 522,658
--------- ---------
NET CHANGE IN CASH DURING THE PERIOD -- --
========= =========
</TABLE>
See accompanying notes
19
<PAGE> 21
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
NOTES TO FINANCIAL STATEMENTS
[in Canadian dollars]
June 30, 1998 and 1997
1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Triam Automotive
Canada Inc. - Plastics Division [the "Division"] have been prepared in Canadian
dollars following accounting principles generally accepted in Canada. These
principles are also in conformity, in all material respects, with accounting
principles generally accepted in the United States, except as described in
Note 6 to the interim financial statements. Accordingly, the interim 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 have been included and 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 year-end balance sheet was derived from audited financial
statements, but does not include all disclosures required by generally accepted
accounting principles. For further information, refer to the financial
statements and footnotes thereto for the years ended January 31, 1998.
2. ACCOUNTS RECEIVABLE
The Division operates exclusively in the automotive industry and derives
approximately 87% of its revenue for the period ended June 30, 1998 [1997 - 82%]
from one company in the automotive industry. Accounts receivable from this
customer at June 30, 1998 totalled 61% of the period ending balance
[1997 - 72%].
3. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
1998 1997
$ $
--------- ---------
<S> <C> <C>
Raw materials 2,035,807 2,102,036
Work-in-process 2,525,089 1,807,793
Finished goods 1,877,789 1,786,123
Tooling 2,737,704 2,528,390
--------- ---------
9,176,389 8,224,342
========= =========
</TABLE>
20
<PAGE> 22
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
NOTES TO FINANCIAL STATEMENTS
[in Canadian dollars]
June 30, 1998 and 1997
4. INCOME TAXES
During the period, Triam Automotive Canada Inc. ["Triam"] sold one of its
divisions. Approximately $4,200,000 of income tax losses, the benefit of which
have been recognized in the accounts prior to February 1, 1998 were applied
against the gain realized on the sale of this division. In addition, the income
tax loss carryforwards as at January 30, 1998 were recognized in Triam's
accounts. As a result of the foregoing and other activities of the Division
during the period, a deferred tax credit was recorded in the accounts of the
Division.
5. SUBSEQUENT EVENTS
On July 24, 1998, Magna International Inc. sold Triam Automotive Canada Inc.,
which as at that date only included the Division, to Tiercon Industries Inc.
["Tiercon"].
Tiercon was subsequently purchased by a wholly-owned Canadian subsidiary of
Noble International, Ltd.
6. SUMMARY OF DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN
CANADA AND THE UNITED STATES
The financial statements have been prepared in accordance with accounting
principles generally accepted in Canada ["Canadian GAAP""] which conform in all
material respects with accounting principles generally accepted in the United
States ["US GAAP"] except as set forth below:
DEFERRED CHARGES
Under Canadian GAAP, start-up costs which meet specific criteria may be deferred
and amortized over the periods of expected benefit. Under US GAAP, all such
costs are expensed in the year incurred.
INCOME TAXES
The Division follows the liability method of accounting for income taxes in
accordance with the provisions of Statement of Financial Accounting Standards
(SFAS) No. 109, "Accounting for Income Taxes", whereby deferred tax assets and
liabilities are recorded based on the enacted tax rates which will be in effect
when any differences between the financial statements and tax basis of assets
reverse. The deferred tax liability can be reduced by net operating losses being
carried forward for tax purposes.
The Division had net operating losses for fiscal 1998, 1997 and 1996, and,
therefore, no federal or provincial income taxes have been provided. The net
deferred tax asset, resulting from the net operating loss carryforward, has been
adjusted for in entirety by a valuation allowance.
21
<PAGE> 23
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
NOTES TO FINANCIAL STATEMENTS
[in Canadian dollars]
June 30, 1998 and 1997
CAPITAL LEASE OBLIGATIONS
Under US GAAP non-cash investing and financing transactions are excluded from
the statements of changes in financial position.
The impact of these differences on the financial statements is as follows:
BALANCE SHEETS
<TABLE>
<CAPTION>
1998 1997
$ $
---------- ----------
<S> <C> <C>
TOTAL ASSETS UNDER CANADIAN GAAP 30,955,209 23,812,841
Adjustment
Deferred charges (237,757) (126,390)
---------- ----------
TOTAL ASSETS UNDER US GAAP 30,717,452 23,686,451
========== ==========
</TABLE>
STATEMENTS OF INCOME (LOSS)
<TABLE>
<CAPTION>
5 MONTHS ENDED JUNE 30
-------------------------
1998 1997
$ $
--------- ----------
<S> <C> <C>
NET INCOME (LOSS) FOR THE PERIOD UNDER
CANADIAN GAAP (32,076) 532,0206
Adjustments
Deferred charges 9,003 (122,282)
Amortization of deferred charges 24,305 24,305
--------- ----------
NET INCOME (LOSS) FOR THE PERIOD UNDER
US GAAP 1,232 434,043
========= ==========
</TABLE>
22
<PAGE> 24
TRIAM AUTOMOTIVE CANADA INC. - PLASTICS DIVISION
NOTES TO FINANCIAL STATEMENTS
[in Canadian dollars]
June 30, 1998 and 1997
STATEMENTS OF NET INVESTMENT BY TRIAM AUTOMOTIVE CANADA INC.
<TABLE>
<CAPTION>
1998 1997
$ $
---------- ----------
<S> <C> <C>
BALANCE, END OF YEAR UNDER CANADIAN GAAP 21,083,275 20,539,472
Adjustments
Deferred charges (262,062) (150,695)
Amortization of deferred charges 24,305 24,305
---------- ----------
BALANCE, END OF YEAR UNDER US GAAP 20,845,518 20,413,082
========== ==========
</TABLE>
STATEMENTS OF CHANGES IN FINANCIAL POSITION
<TABLE>
<CAPTION>
5 MONTHS ENDED JUNE 30
--------------------------
1998 1997
$ $
---------- ---------
<S> <C> <C>
CASH PROVIDED BY OPERATING ACTIVITIES
UNDER CANADIAN GAAP 1,154,011 595,318
Adjustments
Deferred charges 9,003 (122,282)
---------- ---------
CASH PROVIDED BY OPERATING ACTIVITIES
UNDER US GAAP 1,163,014 473,036
========== =========
CASH USED IN INVESTING ACTIVITIES
UNDER CANADIAN GAAP (2,758,504) (1,117,976)
Adjustment
Deferred charges (9,003) 122,282
---------- ---------
CASH USED IN INVESTING ACTIVITIES
UNDER US GAAP (2,767,507) (995,694)
========== =========
</TABLE>
23
<PAGE> 25
(b) Pro forma financial information.
The following unaudited pro forma combined statements of operations data
for the year ended December 31, 1997 and for the six months ended June 30, 1998
illustrates the effect of the Tiercon/Triam Acquisition as if the transaction
had been completed on January 1, 1997. The statement of operations data for the
Company for the year ended December 31, 1997 includes the pro forma effect of
the Company's 1997 acquisitions of Noble Metal Processing, Inc. and Noble Metal
Forming, Inc. as well as the Company's November 1997 initial public offering.
The following unaudited pro forma combined balance sheet as of June 30, 1998
illustrates the effect of the Tiercon/Triam Acquisition as if the transaction
had been completed on that date. The Tiercon/Triam Acquisition is reflected
using the purchase method of accounting for business combinations. The unaudited
pro forma combined financial data is provided for comparative purposes only and
does not purport to represent the results of operations of the Company that
actually would have been obtained if the acquisition of Triam had been
consummated on the date specified, nor is it necessarily indicative of the
results of operations that may be achieved in the future. Adjustments to pro
forma combined operating results include changes in depreciation and
amortization to reflect the cost basis of the assets acquired; changes to
selling, general and administrative expenses to remove non-recurring expenses
and salaries to officers and shareholders; changes in interest expense to
reflect debt incurred in financing the acquisition of Triam; and changes to the
provision for income taxes to reflect reductions resulting from the pro forma
adjustments. The unaudited pro forma combined financial data set forth below is
based upon certain assumptions and adjustments described in the notes thereto
and should be read in conjunction therewith.
NOBLE INTERNATIONAL, LTD. AND ACQUIRED BUSINESSES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
(YEAR ENDED DECEMBER 31, 1997)
(IN 000'S, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Tiercom, Adjusted
Noble including Pro Forma Pro Forma
Int'l Triam Adjustments Combined
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $ 61,632 $ 34,903 $ 96,535
Cost of goods sold 44,743 31,587 76,330
---------- ---------- ----------
Gross profit 16,889 3,316 20,205
Selling, general, and administrative expenses 11,225 2,887 1,021 (A)
(1,831)(B) 13,302
---------- ---------- ---------- ----------
Operating profit 5,664 429 810 6,903
Interest expense 1,333 66 2,442 (C) 3,841
Sundry, net 353 -- -- 353
---------- ---------- ---------- ----------
Earnings (loss) before income taxes 4,684 363 (1,632) 3,415
Provision (benefit) for income taxes 1,592 -- (89)(D) 1,503
---------- ---------- ---------- ----------
Net earnings (loss) $ 3,092 $ 363 $ (1,543) $ 1,912
Preferred stock dividends 215 -- -- 215
---------- ---------- ---------- ----------
Earnings (loss) on common shares $ 2,877 $ 363 $ (1,543) $ 1,697
========== ========== ========== ==========
Pro forma earnings per common share
Basic $ 0.40 $ 0.24
Diluted (E) $ 0.40 $ 0.23
Weighted average common shares outstanding
Basic 7,187,326 7,187,326
Diluted(E) 7,187,326 7,167,326
</TABLE>
Notes to Unaudited Pro Forma Combined Statement of Operations -- December 31,
1997
(A) Reflects amortization of goodwill over 20 years relating to the
Tiercon/Triam Acquisition totaling $1.021 million. The amortization of
goodwill related to the Tiercon/Triam Acquisition is based on the
acquisition of current assets of $11.322 million, property, plant &
equipment of $6.833 million, assumption of liabilities of $3.733
million, and Noble Canada preferred stock issued to the sellers of $.870
million.
(B) Reflects corporate fees paid by Triam to their former parent company
that will not be incurred prospectively.
(C) Reflects additional interest expense associated with debt incurred by
the Company in connection with the cash purchase of Tiercon/Triam. This
expense includes interest of $1.246 million from the proceeds of the
Company's July 1998 private offering of convertible subordinated
debentures (the "Offering") at an interest rate of 6% and amortization
of the offering cost expense of $1.4 million over seven years totaling
$200,000, plus interest on senior indebtedness of $996,000 at a rate of
7.5%.
24
<PAGE> 26
(D) Reflects tax adjustment necessary to provide for the anticipated
effective rate of 44%.
(E) Reflects the assumed conversion of the preferred shares of Noble Canada
into 80,000 shares of the Company's Common Stock.
NOBLE INTERNATIONAL, LTD. AND ACQUIRED BUSINESSES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
(SIX MONTHS ENDED JUNE 30, 1998)
(IN 000'S, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Tiercon,
Noble including Pro Forma Pro Forma
Int'l Triam Adjustments Combined
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 33,744 $ 20,849 $ 54,593
Cost of goods sold 24,543 19,170 43,713
----------- ----------- -----------
Gross profit 9,201 1,679 10,880
Selling, general, and administrative expenses 6,117 1,727 510 (A)
(913)(B) 7,441
----------- -----------
Operating profit (loss) 3,084 (48) 403 3,439
Interest expense 688 42 1,221 (C) 1,951
Sundry, net 27 -- -- 27
----------- ----------- ----------- -----------
Earnings (loss) before income taxes
and minority interest 2,423 (90) (818) 1,515
Minority interest 20 -- -- 20
----------- ----------- ----------- -----------
Earnings (loss) before income taxes 2,403 (90) (818) 1,495
Provision (benefit) for income taxes 904 -- (904)(D) --
----------- ----------- ----------- -----------
Net earnings (loss) $ 1,499 $ (90) $ 86 $ 1,495
Preferred stock dividends -- -- -- --
----------- ----------- ----------- -----------
Earnings (loss) on common shares $ 1,499 $ (90) $ 86 $ 1,495
=========== =========== =========== ===========
Pro forma earnings per common share
Basic $ 0.21 $ 0.10
Diluted(E) $ 0.21 $ 0.10
Weighted average common
shares outstanding
Basic 7,157,958 7,157,958
Diluted (E) 7,157,958 7,237,958
</TABLE>
Notes to Unaudited Pro Forma Combined Statement of Operations -- June, 1998
(A) Reflects amortization of goodwill over 20 years relating to the
Tiercon/Triam Acquisition totaling $510,000. The amortization of
goodwill related to the Tiercon/Triam Acquisition is based on the
acquisition of current assets of $11.322 million, property, plant &
equipment of $6.833 million, assumption of liabilities of $3.733
million, and Noble Canada preferred stock issued to the sellers of $.870
million.
(B) Reflects corporate fees paid by Triam to their former parent company
that will not be incurred prospectively.
(C) Reflects additional interest expense associated with debt incurred by
the Company in connection with the cash purchase of Tiercon/Triam. This
expense includes interest of $623,000 from the proceeds of the Offering
at an interest rate of 6% and amortization of the Offering cost expense
of $1.4 million over seven years totaling $100,000, plus interest on
senior indebtedness of $498,000 at a rate of 7.5%.
(D) Reflects tax adjustment necessary to provide for the anticipated
effective rate of 51%.
(E) Reflects the assumed conversion of the preferred shares of Noble Canada
into 80,000 shares of the Company's Common Stock.
25
<PAGE> 27
NOBLE INTERNATIONAL, LTD. AND ACQUIRED BUSINESSES
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
JUNE 30, 1998
(IN 000'S)
<TABLE>
<CAPTION>
Tiercon, Pro
Noble including Pro Forma Forma
Int'l Triam Adjustments Combined
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 451 $ -- $ 451
Accounts receivable, trade 10,650 5,022 15,672
Inventories 6,132 6,252 12,384
Prepaid expenses and other assets 1,209 181 1,390
--------- --------- ---------
Total current assets 18,442 11,455 29,897
Property, plant and equipment, net 29,948 9,473 39,421
Goodwill 23,240 -- $ 17,601 40,841
Sundry 1,538 -- 1,246 2,784
--------- --------- --------- ---------
$ 73,168 $ 20,928 $ 18,847 $ 112,943
========= ========= ========= =========
LIABILITIES AND EQUITY
Accounts payable and accrued liabilities $ 11,392 $ 5,076 $ 16,468
Current maturities of long-term debt 565 -- 565
Current maturities of notes payable-related parties 2,295 -- 2,494
Current maturities of capital lease obligations 70 199 70
--------- --------- --------- ---------
Total current liabilities 14,322 5,275 19,597
Long-term debt, excluding current maturities 20,117 -- 11,410 29,860
Notes payable-related parties 8,495 -- 10,162
Other 541 1,451 1,992
Convertible debentures -- -- 20,769 20,769
Preferred stock of subsidiaries 775 -- 870 1,645
Shareholders' Equity -- -- --
Common stock 27,338 -- 27,338
Paid in capital -- 15,232 (15,232) --
Retained earnings 1,765 -- -- 1,765
Equity adjustment from foreign currency translation (185) (1,030) 1,030 (185)
--------- --------- --------- ---------
$ 73,168 $ 20,928 $ 18,847 $ 112,943
========= ========= ========= =========
</TABLE>
26
<PAGE> 28
NOBLE INTERNATIONAL, LTD. AND ACQUIRED BUSINESSES
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
NOTE 1: PRO FORMA BALANCE SHEET ADJUSTMENTS
(IN 000'S)
The accompanying pro forma combined balance sheet as of June 30, 1998 giving
effect to the Tiercon/Triam Acquisition and the Offering as if such transactions
occurred on June 30, 1998.
<TABLE>
<CAPTION>
ASSETS
------
TIERCON/TRIAM ACQUISITION AND
RELATED OFFERING
PROCEEDS ADJUSTMENTS: CASH GOODWILL OTHER
- --------------------- -------- -------- --------
<S> <C> <C> <C>
Tiercom/Triam Acquisition (A) $(19,523) $ 17,601 --
Offering Proceeds (B) 19,523 -- $ 1,246
-------- -------- --------
$ -- $ 17,601 $ 1,246
======== ======== ========
LIABILITIES AND EQUITY
----------------------
TIERCON/TRIAM ACQUISITION AND
RELATED OFFERING DEBT TO FINANCIAL LONG-TERM CONVERTIBLE PREFERRED STOCK COMMON PAID-IN RETAINED
PROCEEDS ADJUSTMENTS: ENTITIES DEBT DEBENTURES OF SUBSIDIARIES STOCK CAPITAL EARNINGS
- --------------------- -------- ---- ---------- --------------- ----- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Tiercom/Triam Acquisition (A) $ 11,410 -- -- $ 870 -- $(15,232) $ 1,030
Offering Proceeds (B) -- -- $ 20,769 -- -- -- --
-------- -------- -------- -------- -------- -------- --------
$ 11,410 $ -- $ 20,769 $ 870 $ -- $(15,232) $ 1,030
======== ======== ======== ======== ======== ======== ========
</TABLE>
- -------------------------
(A) The adjustment reflects the Tiercon/Triam Acquisition under the purchase
method of accounting. The excess of the purchase price over the net book
value of the assets acquired has been recorded as goodwill as management
believes net book value approximates fair value. No specifically
identifiable intangible assets were acquired.
(B) Reflects the proceeds from the Offering, net of expenses.
(c) Exhibits.
23.1 Consent of Ernst & Young LLP
27
<PAGE> 29
SIGNATURE
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 hereunto duly authorized.
NOBLE INTERNATIONAL, LTD.,
A Michigan Corporation
(Registrant)
Date: October 7, 1998 By: /s/ MICHAEL C. AZAR
-------------------------------
Michael C. Azar,
Secretary, General Counsel and
Vice President
28
<PAGE> 30
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
23.1 Consent of Ernst & Young LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated September 18, 1998, with respect to
the financial statements of Triam Automotive Canada Inc. Plastics Division
included in the Amended Current Report (Form 8-K/A) of Noble International Ltd.
Toronto, Canada /s/ Ernst & Young
October 7, 1998 Chartered Accountants
