<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------------- ------------------
Commission File Number: 001-13581
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NOBLE INTERNATIONAL, LTD.
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(Exact name of registrant as specified in its charter)
Michigan 38-3139487
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
33 Bloomfield Hills Parkway, Suite 155, Bloomfield Hills, Michigan 48304
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(Address of principal executive offices) (Zip Code)
(248) 433-3093
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(Registrant's telephone number, including area code)
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(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
--- ---
The number of shares of the registrant's common stock, no par value,
outstanding as of June 30, 1998 was 7,156,825.
<PAGE> 2
NOBLE INTERNATIONAL, LTD.
FORM 10-Q INDEX
This report contains "forward looking statements" within the meaning of Section
27A of the Securities Act of 1933 and is subject to the safe harbor created by
that section. 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, 1997 and
other filings with the Securities and Exchange Commission.
<TABLE>
<CAPTION>
Page
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<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1998
(unaudited) and December 31, 1997........................................... 3
Consolidated Statements of Earnings (unaudited) for the
Three and Six Month Periods Ended June 30, 1998 and 1997.................... 4
Consolidated Statements of Cash Flows (unaudited) for the
Six Month Periods Ended June 30, 1998 and 1997.............................. 5
Consolidated Statements of Comprehensive Income (unaudited) for the......... 6
Three and Six Month Periods Ended June 30, 1998 and 1997
Notes to Consolidated Interim Financial Statements.......................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations....................................................... 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................. 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings........................................................... 11
Item 2. Changes in Securities and Use of Proceeds................................... 11
Item 3. Defaults Upon Senior Securities............................................. 11
Item 4. Submission of Matters to a Vote of Security Holders......................... 11
Item 5. Other Information........................................................... 11
Item 6. Exhibits and Reports on Form 8-K............................................ 11
</TABLE>
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<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
NOBLE INTERNATIONAL, LTD.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS DECEMBER 31, JUNE 30,
1997 1998
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<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 2,352,814 $ 451,092
Accounts receivable, trade 11,507,622 10,649,824
Inventories 5,276,420 6,132,072
Prepaid expenses and other assets 290,832 1,003,142
Deferred income taxes 158,000 206,000
------------ ------------
Total Current Assets 19,585,688 18,442,130
PROPERTY, PLANT AND EQUIPMENT, NET 20,891,089 29,947,537
OTHER ASSETS
Goodwill 24,822,746 23,240,331
Covenants not to compete 1,383,333 1,360,539
Sundry 418,305 177,826
------------ ------------
26,624,384 24,778,696
------------ ------------
$ 67,101,161 $ 73,168,363
============ ============
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND EQUITY DECEMBER 31, JUNE 30,
1997 1998
------------ -----------
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of
long-term debt $ 717,285 $ 565,161
Current maturities of notes
payable - related parties 2,386,792 2,295,422
Current maturities of capital
lease obligations 74,891 69,791
Accounts payable 7,055,130 8,377,278
Accrued liabilities 3,495,552 2,796,687
Income taxes payable 291,848 217,915
------------ ------------
Total Current Liabilities 14,021,498 14,322,254
LONG-TERM DEBT, EXCLUDING CURRENT
MATURITIES 13,766,144 20,177,407
NOTES PAYABLE - RELATED PARTIES,
EXCLUDING CURRENT MATURITIES 10,286,281 8,495,052
CAPITAL LEASE OBLIGATIONS,
EXCLUDING CURRENT MATURITIES 183,150 142,052
DEFERRED INCOME TAXES 384,000 399,000
PREFERRED STOCK OF SUBSIDIARY 850,000 775,000
SHAREHOLDERS' EQUITY
Preferred stock, $100 par value,
10% cumulative authorized
150,000 shares -- --
Common stock, no par value,
authorized 20,000,000 shares,
issued and outstanding 7,160,168
and 7,156,825 shares at
December 31, 1997 and
June 30, 1998, respectively 27,344,242 27,337,798
Retained earnings 265,846 1,764,822
Equity adjustment from foreign
currency translation -- (185,557)
------------ ------------
27,610,088 28,917,063
------------ ------------
$ 67,101,161 $ 73,168,363
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 4
NOBLE INTERNATIONAL, LTD.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------------- -----------------------------
1997 1998 1997 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 4,663,546 $ 16,309,781 $ 9,733,787 $ 33,744,176
Cost of goods sold 3,150,219 11,875,197 6,445,298 24,542,729
------------ ------------ ------------ ------------
Gross profit 1,513,327 4,434,584 3,288,489 9,201,447
Selling, general and
administrative expenses 1,158,348 3,143,801 2,232,225 6,117,657
------------ ------------ ------------ ------------
Operating profit 354,979 1,290,783 1,056,264 3,083,790
Other income (expense)
Equity in loss of
unconsolidated subsidiary (91,292) -- (64,700) --
Interest expense (210,237) (307,048) (438,834) (687,974)
Sundry, net 40,288 1,164 54,233 27,194
------------ ------------ ------------ ------------
(261,241) (305,884) (449,301) (660,780)
Earnings before income taxes
and minority interest 93,738 984,899 606,963 2,423,010
Minority Interest -- 20,034 -- 20,034
------------ ------------ ------------ ------------
Earnings before income taxes 93,738 964,865 606,963 2,402,976
Income tax expense 23,046 391,000 212,211 904,000
------------ ------------ ------------ ------------
Net earnings $ 70,692 $ 573,865 $ 394,752 $ 1,498,976
============ ============ ============ ============
Basic and diluted earnings
per common share $ 0.02 $ 0.08 $ 0.10 $ 0.21
============ ============ ============ ============
Weighted average number of
shares outstanding 3,860,160 7,156,825 3,860,160 7,157,958
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 5
NOBLE INTERNATIONAL, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
------------------------------
1997 1998
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 394,752 $ 1,498,976
Adjustments to reconcile net earnings to
net cash provided by operations
Depreciation of property, plant and equipment 205,895 1,205,408
Amortization of goodwill 135,130 707,484
Deferred income taxes -- (33,000)
Equity in loss of unconsolidated subsidiary 64,700 --
Changes in operating assets and liabilities
Decrease (increase) in accounts receivable (1,590,275) 834,348
Increase in inventories (367,423) (856,422)
Increase in prepaid expenses (191,542) (712,682)
Decrease (increase) in other assets (406,368) 1,134,192
Increase in accounts payable 319,956 1,327,515
Increase (decrease) in income taxes payable 191,649 (73,933)
Increase (decrease) in accrued liabilities 226,905 (736,315)
------------ ------------
Net cash provided by operating activities (1,016,621) 4,295,571
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment (506,314) (10,315,973)
------------ ------------
Net cash used in investing activities (506,314) (10,315,973)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - related parties 35,427 --
Repayments of notes payable - related parties (5,000) (1,829,921)
Capital lease payments -- (44,437)
Redemption of preferred stock of subsidiary -- (75,000)
Payments on long-term debt (373,350) (440,122)
Sale/purchase of company stock -- (6,444)
Net proceeds from note payable to bank 1,600,687 6,639,086
------------ ------------
Net cash provided by financing activities 1,257,764 4,243,162
Effect of exchange rate changes on cash -- (124,482)
------------ ------------
Net decrease in cash (265,171) (1,901,722)
Cash at beginning of period 471,412 2,352,814
------------ ------------
Cash at end of period $ 206,241 $ 451,092
============ ============
SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid for:
Interest $ 428,682 $ 646,407
============ ============
Taxes $ 20,000 $ 1,011,000
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 6
NOBLE INTERNATIONAL, LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- --------------------------
1997 1998 1997 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net earnings $ 70,692 $ 573,865 $ 394,752 $ 1,498,976
Other comprehensive income,
equity adjustment from
foreign translation, net
of tax -- (97,900) -- (120,600)
----------- ----------- ----------- -----------
Comprehensive income $ 70,692 $ 475,965 $ 394,752 $ 1,378,376
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 7
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
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 consolidated 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
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 1997.
NOTE B - INVENTORIES
Inventories at December 31, 1997 and June 30, 1998 consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
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<S> <C> <C>
Raw materials and purchased parts $1,116,708 $1,346,966
Work in process 383,069 454,157
Finished goods 2,765,339 3,394,490
Unbilled customer tooling 1,011,304 936,459
---------- ----------
$5,276,420 $6,132,072
========== ==========
</TABLE>
NOTE C - ADOPTION OF NEW ACCOUNTING STANDARDS
On January 1, 1998, the Corporation adopted Financial Accounting Standards Board
(the "FASB") Statement No. 130, "Reporting of Comprehensive Income" ("SFAS
130"), which establishes standards for reporting and display of comprehensive
income and its components (revenues, expense, gains and losses) in a full set of
financial statements. This statement also requires that all items that are
required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements.
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<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Net Sales. Net sales for the three months ended June 30, 1998 increased
250% to $16.31 million from $4.66 million for the comparable quarter of 1997.
Net sales for the six months ended June 30, 1998 increased 247% to $33.74
million from $9.73 million for the comparable period of 1997. The increase in
sales is due primarily to the acquisitions of Noble Metal Processing, Inc.
("Noble Processing," formerly Utilase, Inc.) and Noble Metal Forming, Inc.
("Noble Forming," formerly Noble Metal Products, Inc. and DCT Component Systems,
Inc.) after the first two quarters of 1997. Noble Processing contributed sales
of $6.98 million and $5.93 million, respectively, for the three and six month
periods ended June 30, 1998. Noble Forming contributed sales of $6.18 million
and $5.72 million, respectively, for the three and six month periods ended June
30, 1998. Net sales from recurring operations decreased by approximately $0.01
million and $0.81 million, respectively, for the three and six month periods
ended June 30, 1998 compared to prior year periods. The decline in the most
recent quarter is due to the impact of the General Motors strike. The decline
for the six month period ended June 30, 1998 is due to a significant level of
tooling sales for new programs in sales in the prior year and the loss of a
customer at the Company's Vassar Industries subsidiary.
Cost of Goods Sold. Cost of goods sold increased 277% to $11.88 million
for the three months ended June 30, 1998 from $3.15 million for the comparable
quarter of 1997. Cost of goods sold increased 281% to $24.54 million from $6.45
million for the months ended June 30, 1998. As a percent of net sales, cost of
goods sold increased to 73% from 68% and to 73% from 66%, respectively, for the
three and six month periods ended June 30, 1998 compared to prior year periods.
The increase in cost of goods sold as a percentage of net sales in the current
year is primarily due to the inclusion of Noble Forming, which had significantly
higher cost of goods sold as a percentage of net sales than the Company's
continuing operations, and the reduced volume of sales at Vassar without a
corresponding reduction in fixed manufacturing costs.
Gross Profit. The Company's gross profit increased by 193% to $4.43
million for the three months ended June 30, 1998 from $1.51 million for the
comparable quarter of 1997. For the six months ended June 30, 1998, the
Company's gross profit increased by 180% to $9.20 million from $3.29 million for
the comparable period of the prior year.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by 171% and 174%, respectively, for the three
and six month periods ended June 30, 1998 as compared to the three and six month
periods ended June 30, 1997, due to the acquisitions of Noble Processing and
Noble Forming, the addition of executive personnel to support the Company's
expanded operations and the costs of maintaining the Company's public status
following its November 1997 initial public offering. Notwithstanding the
increased level of expenses, selling, general and administrative expenses
decreased as a percentage of net sales from 25% for the second quarter of 1997
to 19% for the second quarter of 1998, and from 23% for the six months ended
June 30, 1997 to 18% for the six months ended June 30, 1998. These decreases are
primarily the result of the increased volume of sales generated in the current
year periods.
Operating Profit. Operating profit increased 264% to $1.29 million for
the three months ended June 30, 1998 from $0.35 million for the three months
ended June 30, 1997. For the six months ended June 30, 1998, operating profit
was $3.08 million compared to $1.06 million in the prior year period, an
increase of 192%.
Interest Expense. Interest expense increased 48% to $0.31 million for
the three months ended June 30, 1998 from $0.21 million for the comparable
quarter of the prior year, and by 57% to $0.69 for the six months ended June 30,
1998 from $0.44 million for the comparable period of the prior year. The
increases in the current year periods were primarily due to the financing
obtained to support increased sales as well as the financing of the Noble
Processing and Noble Forming acquisitions.
Net Earnings. Net earnings increased by $0.50 million to $0.57 million
for the three months ended June 30, 1998 from $0.07 million for the three months
ended June 30, 1997. Net earnings increased by $1.11 million to $1.50 million
for the six months ended June 30, 1998 from $0.39 million for the six months
ended June 30, 1997. The increase in net earnings for the current year is
primarily due to the Noble Processing and Noble Forming acquisitions.
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<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash requirements have historically been satisfied through
a combination of cash flow from operations, equipment financing, bank financing
and loans from shareholders. The Company's working capital needs and capital
equipment requirements have increased as a result of the growth of the Company
and are expected to continue to increase as a result of anticipated growth.
Increases in required working capital and capital equipment requirements are
expected to be met from cash flow from operations, equipment financing and
revolving credit borrowings. As of June 30, 1998, the Company had working
capital of approximately $4.12 million.
The Company generated cash flow from operations of $4.30 million for the
six months ended June 30, 1998. Cash flow from operating activities in the
period was primarily the result of net earnings, depreciation and amortization,
and changes in working capital due primarily to unpaid obligations on capital
asset projects in progress at Noble Processing. The Company used cash in
investing activities of $10.32 million for the six months ended June 30, 1998.
Cash used in investing activities was primarily for the purchase of property,
plant and equipment. The Company generated $4.24 million in cash flow from
financing activities for the six months ended June 30, 1998. The financing
activities in the period were primarily borrowings on the Company's line of
credit to facilitate the purchase of additional capital equipment at Noble
Processing.
The Company maintains a $50 million secured revolving line of credit
(the "Line of Credit") with Comerica Bank ("Comerica") which expires in December
2000. The Line of Credit was increased from $35 million to $50 million in July
1998. The Line of Credit may be utilized for general corporate purposes,
including working capital and acquisition financing, and provides the Company
with borrowing options for advances under the facility of either a "Eurocurrency
Rate" (Comerica's Eurodollar rate as adjusted for reserves and other regulatory
requirements) or a "Base Rate" (the higher of Comerica's prime rate or the
federal funds rate plus 200 basis points), plus an applicable margin (ranging
from 0% to 2.25%) based upon the Company's ratio of funded debt to EBITDA
(earnings before interest expense, income taxes, depreciation and amortization
expense). Advances under the facility during the six months ended June 30, 1998
bore interest at the rate of 7.5% per annum. The Line of Credit is subject to
customary financial and other covenants including, but not limited to,
limitations on payment of dividends, limitations on consolidations, mergers, and
sales of assets, and bank approval on acquisitions over $20 million. The Company
is in compliance with the terms of the Line of Credit.
On July 3, 1998, the Company entered into letters of intent for the
acquisition of two Canadian entities, Tiercon Holdings, Inc., subject to its
prior acquisition of Triam Automotive Canada, Inc. (collectively
"Tiercon/Triam"), and Centrifugal Coaters, Inc. ("Centrifugal") (collectively
the "Pending Acquisitions"). On July 24, 1998 the acquisition of Tiercon/Triam
was consummated for a purchase price of approximately $32 million plus preferred
shares of a Canadian subsidiary exchangeable for 80,000 shares of the Company's
common stock, no par value ("Common Stock"). The cash portion of the
Tiercon/Triam purchase price was funded by the Line of Credit. The purchase
price for Centrifugal will consist of preferred shares of a Canadian subsidiary
exchangeable for 170,000 shares of Common Stock. Management is currently
reviewing proposals from a number of lenders to provide an approximately $20
million line of credit to service the working capital needs of the Company's
Canadian operations upon consummation of all of the Pending Acquisitions (the
"Canada Line"). Capital expenditure requirements for the Canadian operations are
also expected to be financed independently.
On July 31, 1998 the Company had an initial closing of a private
offering of 6% Convertible Subordinated Debentures (the "Debentures") for gross
proceeds of $15.5 million. The proceeds were used to reduce the Line of Credit.
The Debentures have not been registered under the Securities Act of 1933 and are
being sold only outside the United States to non-U.S. persons as part of a
private offering pursuant to Regulation S of a minimum of $15 million and a
maximum of $40 million in principal amount of Debentures. Management anticipates
additional sales of the Debentures prior to the scheduled August 31, 1998
termination of the offering, the proceeds of which will also be used to reduce
the Line of Credit, but does not
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<PAGE> 10
anticipate selling the entire $40 million in principal amount of Debentures. The
Debentures mature on July 31, 2005 and interest is payable on January 31 and
July 31 of each year; provided, however, that for the first three years, in lieu
of cash interest, additional Debentures will be issued. Commencing November 30,
1998, the Debentures are convertible into Common Stock at $14.3125 per share
(subject to adjustment). Beginning January 31, 2004 and on each July 31 and
January 31 thereafter, the Company is required to redeem for cash 25% of the
outstanding principal amount of the Debentures.
The liquidity provided by the Company's credit facilities (including the
Canada Line), combined with cash flow from operations, is expected to be
sufficient to meet the Company's anticipated working capital and capital
expenditure needs for existing operations (including the Pending Acquisitions)
for at least 12 months. There can be no assurance, however, that such funds will
not be expended prior thereto due to changes in economic conditions or other
unforeseen circumstances, requiring the Company to obtain additional financing
prior to the end of such 12 month period. In addition, the Company intends to
pursue future growth through opportunistic acquisitions which may involve the
expenditure of significant funds. Depending upon the nature, size and timing of
future acquisitions, the Company may be required to obtain additional debt or
equity financing in connection with such future acquisitions. There can be no
assurance, however, that additional financing will be available to the Company,
when and if needed, on acceptable terms or at all.
YEAR 2000 COMPLIANCE
Many currently installed computer systems and software products are
coded to accept only two digit entries in the date code field. These date code
fields will need to accept four digit entries to distinguish 21st century dates
from 20th century dates. As a result, in less than two years, computer systems
and software used by many companies will need to be upgraded to comply with such
"Year 2000" requirements. The Company believes that its internal systems are
either already Year 2000 compliant or can be upgraded without significant
expenditures.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Inapplicable.
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<PAGE> 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Inapplicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Inapplicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Inapplicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company's Annual Meeting of Shareholders was held on April 23, 1998.
James Bronce Henderson III, Robert J. Skandalaris, Christopher L. Morin, Richard
J. Reason, Timothy F. Healy, Daniel J. McEnroe and Anthony R. Tersigni were
re-elected to the Company's Board of Directors. Of the 7,160,168 shares issued,
outstanding and entitled to vote the Annual Meeting, 5,976,163 shares were voted
in favor of each director nominee and 2,900 shares were withheld from voting for
each director nominee.
At the Annual Meeting, the Company's shareholders also approved the 1997
Stock Option Plan, with 4,275,578 shares voted for approval, 66,210 shares voted
against approval and 14,950 shares abstaining. In addition the appointment of
Grant Thornton LLP as the Company's independent public accountants was ratified
with 5,970,163 shares voted for approval, 2,200 shares voted against approval
and 6,700 shares abstaining.
ITEM 5. OTHER INFORMATION.
The Securities and Exchange Commission ("SEC") has recently amended its
Rule 14a-4, which governs the use by the Company of discretionary voting
authority with respect to certain shareholder proposals. SEC Rule 14a-4(c)(1)
provides that, if the proponent of a shareholder proposal fails to notify the
Company at least 45 days prior to the month and day of mailing the prior year's
proxy statement, the proxies of the Company's management would be permitted to
use their discretionary authority at the Company's next annual meeting of
shareholders if the proposal were raised at the meeting without a discussion of
the matter in the proxy statement. In order to provide shareholders with notice
of the deadline for the submission of such proposals for the Company's 1999
Annual Meeting of Shareholders, the Company hereby notifies all shareholders of
the Company that after January 26, 1999, any shareholder proposal submitted
outside the process of SEC Rule 14a-8 will be considered untimely for purposes
of SEC Rules 14a-4 and 14a-5(e).
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits and Index of Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
Inapplicable.
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<PAGE> 12
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 12, 1998 By: /s/ RICHARD V. BALGENORTH
--------------------------------
Richard V. Balgenorth,
Chief Financial Officer and
Vice President-Corp. Development
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<PAGE> 13
EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------- ----------- -------------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Registrant's Consolidated Interim Financial Statements for the six months ended
June 30, 1998 and is qualified in its entirety by reference to such interim
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 451
<SECURITIES> 0
<RECEIVABLES> 10,650
<ALLOWANCES> 0
<INVENTORY> 6,132
<CURRENT-ASSETS> 18,442
<PP&E> 29,947
<DEPRECIATION> 0
<TOTAL-ASSETS> 73,168
<CURRENT-LIABILITIES> 14,322
<BONDS> 0
775
0
<COMMON> 27,338
<OTHER-SE> 1,765
<TOTAL-LIABILITY-AND-EQUITY> 73,168
<SALES> 33,744
<TOTAL-REVENUES> 33,744
<CGS> 24,543
<TOTAL-COSTS> 24,543
<OTHER-EXPENSES> 6,118
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 688
<INCOME-PRETAX> 2,423
<INCOME-TAX> 904
<INCOME-CONTINUING> 1,499
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,499
<EPS-PRIMARY> 0.21
<EPS-DILUTED> 0.21
</TABLE>
