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Noble International 10-Q 2006

Documents found in this filing:

  1. 10-Q
  2. Ex-3.1
  3. Ex-31.1
  4. Ex-31.2
  5. Ex-32.1
  6. Ex-32.1
Form 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 


 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM              TO             .

Commission File Number: 001-13581

 


NOBLE INTERNATIONAL, LTD.

(Exact name of registrant as specified in its charter)

 


 

Delaware   38-3139487
(State of incorporation)   (I.R.S. Employer Identification No.)

28213 Van Dyke Road, Warren, MI 48093

(Address of principal executive offices)

(586) 751-5600

(Registrant’s telephone number, including area code)

 


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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):   Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes  ¨    No  x

The number of shares of the registrant’s Common Stock outstanding as of July 21, 2006 was 14,088,868.

 



Table of Contents

NOBLE INTERNATIONAL, LTD.

FORM 10-Q INDEX

The matters discussed in this Quarterly Report on Form 10-Q contain certain forward-looking statements. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” or “continue,” the negative or other variations thereof, or comparable terminology, are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, including continued market demand for the types of products and services produced and sold by us, change in worldwide economic and political conditions and associated impact on interest and foreign exchange rates, the level of sales by original equipment manufacturers of vehicles for which we supply parts, the successful integration of companies acquired by us, changes in consumer debt levels and other risks detailed in our Annual Report on Form 10-K for the year ended December 31, 2005 and other filings we make 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

Condensed Consolidated Balance Sheets at June 30, 2006 (unaudited) and December 31, 2005

   3

Condensed Consolidated Statements of Income (unaudited) for the Three and Six Month Periods Ended June 30, 2006 and 2005

   4

Condensed Consolidated Statements of Comprehensive Income (unaudited) for the Three and Six Month Periods Ended June 30, 2006 and 2005

   5

Condensed Consolidated Statements of Cash Flows (unaudited) for the Six Month Periods Ended June 30, 2006 and 2005

   6

Notes to Condensed Consolidated Financial Statements (unaudited)

   7

ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   15

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   19

ITEM 4: CONTROLS AND PROCEDURES

   19
PART II: OTHER INFORMATION    20

ITEM 1: LEGAL PROCEEDINGS

   20

ITEM 1A: RISK FACTORS

   20

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

   20

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

   20

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   20

ITEM 5: OTHER INFORMATION

   20

ITEM 6: EXHIBITS

   21

 

2


Table of Contents

PART I: FINANCIAL INFORMATION

Item 1: Financial Statements

NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

     Unaudited        
     June 30     December 31  
     2006     2005  

ASSETS

    

Current Assets:

    

Cash and cash equivalents

   $ 26,919     $ 21,978  

Accounts receivable, trade, net

     73,906       78,659  

Inventories, net

     29,136       21,952  

Prepaid expenses

     1,169       587  

Other current assets

     2,451       3,077  

Note receivable, net

     815       1,083  

Deferred income taxes

     307       297  
                

Total Current Assets

     134,703       127,633  

Property, plant & equipment

     104,658       97,971  

Accumulated depreciation

     (45,187 )     (40,718 )
                

Property, Plant & Equipment, net

     59,471       57,253  

Other Assets:

    

Goodwill

     21,085       20,972  

Other intangible assets, net

     2,219       2,303  

Other assets, net

     830       1,158  
                

Total Other Assets

     24,134       24,433  
                

Total Assets

   $ 218,308     $ 209,319  
                

LIABILITIES & STOCKHOLDERS’ EQUITY

    

Current Liabilities:

    

Accounts payable

   $ 69,208     $ 69,797  

Accrued liabilities

     5,752       5,853  

Income taxes payable

     2,769       666  

Current maturities of long-term debt

     39,461       10  
                

Total Current Liabilities

     117,190       76,326  

Long-Term Liabilities:

    

Convertible subordinated notes, net of discount

     —         39,094  

Long-term debt, excluding current maturities

     2,605       2,176  

Deferred income taxes

     5,235       5,308  

Other long-term liabilities

     64       —    
                

Total Long-Term Liabilities

     7,904       46,578  

Minority Interest

     3,730       3,551  

Stockholders’ Equity

    

Common stock

     9       9  

Additional paid-in capital

     55,694       54,988  

Retained earnings

     31,030       25,551  

Accumulated other comprehensive income, net

     2,751       2,316  
                

Total Stockholders’ Equity

     89,484       82,864  
                

Total Liabilities & Stockholders’ Equity

   $ 218,308     $ 209,319  
                

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited, in thousands, except share and per share data)

 

     Three Months Ended     Six Months Ended  
     June 30     June 30  
     2006     2005     2006     2005  

Net sales

   $ 109,556     $ 91,596     $ 209,991     $ 178,346  

Cost of sales

     97,593       81,612       188,081       158,676  
                                

Gross margin

     11,963       9,984       21,910       19,670  

Selling, general and administrative expenses

     4,452       3,600       9,254       6,777  
                                

Operating profit

     7,511       6,384       12,656       12,893  

Interest income

     364       134       649       242  

Interest expense

     (725 )     (709 )     (1,457 )     (1,387 )

Impairment charges

     —         (180 )     —         (180 )

Other, net

     (133 )     159       (309 )     453  
                                

Earnings before income taxes and minority interest

     7,017       5,788       11,539       12,021  

Income tax expense

     2,315       1,980       3,812       4,421  
                                

Earnings before minority interest

     4,702       3,808       7,727       7,600  

Minority interest

     (294 )     —         (179 )     —    
                                

Net earnings

   $ 4,408     $ 3,808     $ 7,548     $ 7,600  
                                

Basic earnings per share

   $ 0.31     $ 0.27     $ 0.54     $ 0.55  
                                

Diluted earnings per share

   $ 0.31     $ 0.27     $ 0.54     $ 0.54  
                                

Dividends declared and paid per share

   $ 0.08     $ 0.07     $ 0.15     $ 0.13  
                                

Basic weighted average shares outstanding

     14,075,270       13,922,757       14,053,314       13,908,653  

Diluted weighted average shares outstanding

     15,984,529       14,035,805       14,094,579       14,025,716  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited, in thousands)

 

     Three Months Ended
June 30
   Six Months Ended
June 30
     2006    2005    2006    2005

Net earnings

   $ 4,408    $ 3,808    $ 7,548    $ 7,600

Other comprehensive income, equity adjustment from foreign currency translation, net of tax

     577      20      435      36
                           

Comprehensive income, net of tax

   $ 4,985    $ 3,828    $ 7,983    $ 7,636
                           

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

 

     Six Months Ended
June 30
 
     2006     2005  

Cash flows from operating activities

    

Net earnings

   $ 7,548     $ 7,600  

Non-controlling interest in net earnings

     179       —    

Adjustments to reconcile net earnings to net cash provided by operations

    

Amortization of capitalized fees

     700       698  

Depreciation of property, plant and equipment

     4,878       5,080  

Amortization of intangible assets

     124       104  

Deferred income taxes

     (122 )     409  

Loss (gain) on sale of property, plant and equipment

     50       (2 )

Impairment charges

     —         180  

Stock compensation expense

     274       136  

Changes in operating assets and liabilities

    

Decrease (increase) in accounts receivable

     5,680       (9,059 )

(Increase) decrease in inventories

     (6,856 )     2,026  

(Increase) decrease in prepaid expenses

     (607 )     1,229  

Decrease in other operating assets

     552       8  

Decrease in accounts payable

     (1,491 )     (5,001 )

Increase (decrease) in income taxes payable

     2,294       (478 )

Excess tax benefit from share-based payment arrangements

     (193 )     (105 )

Decrease in accrued liabilities

     (159 )     (44 )
                

Net cash provided by operations

     12,851       2,781  

Cash flows from investing activities

    

Purchases of property, plant and equipment

     (7,522 )     (3,915 )

Proceeds from sale of property, plant and equipment

     133       1,441  

Proceeds from notes receivable

     268       343  

Acquisition of business, net of cash acquired

     —         (5,677 )
                

Net cash (used in) investing activities

     (7,121 )     (7,808 )

Cash flows from financing activities

    

Proceeds from issuance of common stock

     239       132  

Dividends paid on common stock

     (2,069 )     (1,861 )

Net borrowings (payments) on long-term debt

     422       (254 )

Excess tax benefit from share-based payment arrangements

     193       105  
                

Net cash (used in) financing activities

     (1,215 )     (1,878 )

Effect of exchange rate changes on cash and cash equivalents

     426       52  
                

Net increase (decrease) in cash and cash equivalents

     4,941       (6,853 )

Cash and cash equivalents at beginning of period

     21,978       17,551  
                

Cash and cash equivalents at end of period

   $ 26,919     $ 10,698  
                

Supplemental Cash Flow Disclosure

    

Cash paid for:

    

Interest

   $ 800     $ 796  

Taxes

     1,177       4,405  

Cash paid for acquisition:

    

Fair value of assets acquired, including goodwill

     —         6,958  

Liabilities assumed

     —         (1,281 )

Cash paid for acquisition, net of cash acquired

     —         5,677  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

Noble International, Ltd. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Six Months Ended June 30, 2006

Note A—Basis of Presentation

The accompanying unaudited, condensed and consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting, and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the financial statements for interim reporting do not include all of the information and notes or disclosures required by accounting principles generally accepted in the United States of America 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, 2005 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 period ended December 31, 2005 as filed with the Securities and Exchange Commission on March 15, 2006.

The accompanying consolidated financial statements as of June 30, 2006 and for the year ended December 31, 2005 include Noble International, Ltd. (the “Company”) and its subsidiaries. The Company’s operating subsidiaries are organized into a single reporting segment operating in the automotive supply business.

FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations,” (“FIN 47”) clarifies that the term conditional asset retirement obligation as used in Statement of Financial Accounting Standard No. 143, “Accounting for Asset Retirement Obligations,” (“SFAS 143”) refers to a legal obligation to perform an asset retirement activity in which the timing and method of settlement are conditional on a future event that may or may not be within the control of the entity. The Company has considered the provisions of both FIN 47 and SFAS 143 and has determined that there are no material conditional asset retirement obligations. Accordingly, at June 30, 2006 no liabilities for such items have been recorded in the Company’s financial statements.

 

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Table of Contents

Noble International, Ltd. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Six Months Ended June 30, 2006

Note A—Basis of Presentation (Continued)

Basic earnings per share are computed by dividing net earnings by the weighted-average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock or resulted in the issuance of common stock that then shared in the net earnings of the entity. For the three months ending June 30, 2006, the earnings per share impact of considering the dilution resulting from the Company’s convertible subordinated notes as if they were converted is dilutive. For the six month period ending June 30, 2006, the earnings per share impact of the convertible subordinated notes is anti-dilutive. For the three and six month periods ending June 30, 2005, the earnings per share impact of considering the dilution resulting from the Company’s convertible subordinated notes as if they were converted is anti-dilutive. The Company’s outstanding stock options are dilutive for all periods presented. The following table reconciles the numerator and denominator to calculate basic and diluted earnings per share for the three and six month periods ended June 30, 2006 and 2005 (in thousands, except share and per share amounts).

 

     Three Months Ended June 30  
     2006    2005  
     Net Earnings    Shares    Per Share    Net Earnings    Shares    Per Share  
     (Numerator)    (Denominator)    Amounts    (Numerator)    (Denominator)    Amounts  

Basic earnings per share

   $ 4,408    14,075,270    $ 0.31    $ 3,808    13,922,757    $ 0.27  

Effect of dilutive securities:

                 

Contingently issuable shares

     —      —        —        —      32,309      —    

Convertible notes

     531    1,875,000      —        —      —        —    

Stock options

     —      34,259      —        —      80,739      —    
                                       

Diluted earnings per share

   $ 4,939    15,984,529    $ 0.31    $ 3,808    14,035,805    $ 0.27  
                                       
     Six Months Ended June 30  
     2006    2005  
     Net Earnings    Shares    Per share    Net Earnings    Shares    Per share  
     (Numerator)    (Denominator)    Amounts    (Numerator)    (Denominator)    Amounts  

Basic earnings per share

   $ 7,548    14,053,314    $ 0.54    $ 7,600    13,908,653    $ 0.55  

Effect of dilutive securities:

                 

Contingently issuable shares

     —      —        —        —      32,069      —    

Convertible notes

     —      —        —        —      —        —    

Stock options

     —      41,265      —        —      84,995      (0.01 )
                                       

Diluted earnings per share

   $ 7,548    14,094,579    $ 0.54    $ 7,600    14,025,716    $ 0.54  
                                       

 

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Table of Contents

Noble International, Ltd. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Six Months Ended June 30, 2006

Note B—Goodwill and Other Intangible Assets, Net

Goodwill at December 31, 2005 and June 30, 2006 is as follows (in thousands):

 

     Goodwill  

Goodwill, December 31, 2005

   $ 20,972  

LWI contingent payment

     172  

Foreign currency impact

     (59 )
        

Goodwill, June 30, 2006

   $ 21,085  
        

In the first quarter of 2006, the Company recorded additional goodwill of $0.2 million for contingent consideration related to the acquisition of Prototech Laser Welding, Inc. (“LWI”) payable to the previous owners for new business awarded to the Company. There is one additional program quote eligible for contingent consideration for which goodwill has not been recorded. The potential payment for the additional program quote, if awarded, is not expected to exceed $0.1 million.

Goodwill related to the purchase of Oxford Automotive Inc.’s steel processing facility in Silao, Mexico is recorded in Mexican Pesos and is subject to foreign currency translation adjustments.

Total amortization expense for all intangible assets for the three and six month periods ended June 30, 2006 was $0.06 million and $0.1 million, respectively. Total amortization expense for all intangible assets for the three and six month periods ended June 30, 2005 was $0.05 million and $0.1 million, respectively. Components of other intangible assets, net (in thousands) are as follows:

 

     June 30, 2006     December 31, 2005
     Gross
Value
    Accum
Amort
    Net
Value
    Gross
Value
   Accum
Amort
    Net
Value

Value of customer contracts – LWI

   $ 2,073     $ (466 )   $ 1,607     $ 2,073    $ (362 )   $ 1,711

Value of customer contracts - Mexico

     568       (67 )     501       568      (48 )     520

Foreign currency impact

     (30 )     —         (30 )     —        —         —  

Legal costs related to patent filings

     141       —         141       72      —         72
                                             

Other intangible assets, net

   $ 2,752     $ (533 )   $ 2,219     $ 2,713    $ (410 )   $ 2,303
                                             

 

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Table of Contents

Noble International, Ltd. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Six Months Ended June 30, 2006

Note C—Inventories, net

The major components of inventories, net are as follows (in thousands):

 

    

June 30

2006

   

December 31

2005

 
    

Raw materials

   $ 11,204     $ 7,048  

Work in process

     12,173       9,292  

Finished goods

     5,969       5,843  

Reserve for obsolete inventory

     (210 )     (231 )
                

Total inventories, net

   $ 29,136     $ 21,952  
                

Note D—Geographic Information

The Company classifies operations into one industry segment. The following tables identify the breakdown of the Company’s net sales by country (which are classified based upon country of production) and long-lived assets by country, which consist primarily of fixed assets and intangible assets including goodwill (in thousands):

 

    

Three Months Ended

June 30

  

Six Months Ended

June 30

      2006    2005    2006    2005

Net Sales

           

United States

   $ 70,213    $ 64,037    $ 137,367    $ 124,685

Canada

     35,022      26,044      66,756      50,889

Mexico

     3,720      1,388      4,898      2,533

Australia

     601      127      970      239
                           
   $ 109,556    $ 91,596    $ 209,991    $ 178,346
                           

 

    

June 30

2006

  

December 31

2005

     

Long-Lived Assets

     

United States

   $ 63,536    $ 63,022

Canada

     7,009      4,982

Mexico

     11,002      11,349

Australia

     1,088      1,103
             
   $ 82,635    $ 80,456
             

 

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Noble International, Ltd. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Six Months Ended June 30, 2006

Note E—Share-Based Payments

Effective January 1, 2006, the Company commenced accounting for share-based payment arrangements in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 123(R), “Share-Based Payments,” using the modified prospective application transition method. Accordingly, the financial statements of prior interim periods do no reflect any restated amounts. Under SFAS No. 123(R), the fair value of share-based payment arrangements are recognized in the financial statements as period expenses, generally over the vesting period.

Total share-based compensation expense, net of tax, for the three and six month periods ending June 30, 2006 was $0.05 million and $0.2 million, respectively. An income tax benefit of $0.2 million was recognized from share-based compensation arrangements during the six month period ending June 30, 2006.

For periods prior to January 1, 2006, as permitted under SFAS No. 123, “Accounting for Stock-Based Compensation,” the Company accounted for its share-based payment arrangements under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Under SFAS No. 123, companies could either recognize the fair value of share-based payment arrangements as period expenses or disclose the pro forma impact in the notes to the financial statements. The Company elected to disclose the pro forma impact in the notes to the financial statements. Accordingly, no compensation cost has been recognized under SFAS No. 123 for the periods prior to January 1, 2006 for awards under the Stock Option Plan, although the Company has recognized compensation expense for awards under the Stock Incentive Plans since these awards were considered compensatory. Had compensation cost been recognized for awards under the Stock Option Plan based upon fair value, the Company’s net earnings and earnings per share for the three and six month periods ended June 30, 2005 would have been as follows (in thousands, except per share data):

 

     Three Months
Ended
June 30, 2005
   Six Months
Ended
June 30, 2005

Net earnings as reported

   $ 3,808    $ 7,600

Less: Total employee stock option expense under the fair value method, net of tax

     29      58
             

Pro forma

     3,779      7,542

Basic earnings per share

     

As reported

   $ 0.27    $ 0.55

Pro forma

     0.27      0.54

Diluted earnings per share

     

As reported

   $ 0.27    $ 0.54

Pro forma

     0.27      0.54

 

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Noble International, Ltd. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Six Months Ended June 30, 2006

Note E—Share-Based Payments (Continued)

Stock Appreciation Rights Plan (“SAR Plan”)

The Board of Directors approved and adopted the SAR Plan effective as of March 1, 2006. The purpose of the SAR Plan is to provide incentive for business performance, to reward contributions towards goals consistent with the Company’s business strategy and to enable the Company to attract and retain highly qualified, motivated and experienced employees. The SAR Plan provides for the grant of cash awards based upon the increase in the value of the Company’s common stock from the date of grant through the date of exercise. 750,000 Stock Appreciation Rights (“SARs”) are authorized under the SAR Plan.

At June 30, 2006 there are 250,000 SARs outstanding under the SAR Plan. The weighted-average fair value of these SARs is estimated to be $3.38 per SAR at June 30, 2006 using the Hull-White Enhanced SFAS No. 123(R) Model using weighted-average assumptions as follows:

 

Risk-free rate

     5.2 %

Dividend yield

     2.2 %

Estimated volatility

     35.0 %

Expected term (years)

     5.8  

Exercise price

   $ 16.06  

The estimated volatility is based upon historical volatility. The expected term is based upon a four-year graded vesting period and the assumption that SARs will be exercised when the Company’s stock price is at a 20% premium to the exercise price. The fair value of the SARs is amortized to compensation expense on a straight-line basis over the four year vesting period. The SARs expire ten years after the expiration of each graded vesting period. For the three and six month periods ended June 30, 2006, compensation expense of $0.05 million and $0.06 million, respectively, was recognized related to the amortization of SARs. A liability of $0.1 million is recorded at June 30, 2006 for the amortized fair value of SARs outstanding. Additional compensation expense of $0.8 million will be recognized over the remaining vesting period of approximately four years.

Stock Incentive Plans

In 2001, the Board of Directors adopted, and stockholders approved, the Employee Stock Incentive Plan and the Non-Employee Director Stock Incentive Plan (together, the “Stock Incentive Plans”). The purpose of the Stock Incentive Plans is to advance the interests of the Company and its subsidiaries, to attract and retain persons of ability to perform services for the Company and its subsidiaries by providing an incentive to such individuals through equity participation in the Company and by rewarding such individuals who contribute to the achievement by the Company of its economic objectives. The Stock Incentive Plans are administered by the Compensation Committee of the Board of Directors, which has the authority, subject to certain limitations, to make grants and modify the Stock Incentive Plans. The Stock Incentive Plans allow for the issuance of up to 706,291 shares of the Company’s common stock. As of June 30, 2006, 634,148 shares are eligible to be granted under the Stock Incentive Plans.

 

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Noble International, Ltd. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Six Months Ended June 30, 2006

Note E—Share-Based Payments (Continued)

The Company issued 24,925 and 470 shares of common stock under the Stock Incentive Plans for the six month periods ended June 30, 2006 and 2005, respectively. The Company recorded compensation expense of $0.02 million and $0.3 million for common stock issued under the Stock Incentive Plans for the three and six month periods ended June 30, 2006, respectively. The Company recorded compensation expense of $0.01 million and $0.04 million for common stock issued under the Stock Incentive Plans for the three and six month periods ended June 30, 2005, respectively. The shares issued during the six month period ending June 30, 2006 were granted fully vested but hold either a one or two year trading restriction. At the date of grant, the per share weighted average fair-value of shares issued in the three and six month periods ended June 30, 2006 was estimated to be $14.01 and $12.38, respectively, incorporating any trading restrictions into the estimation of fair value.

Stock Option Plan

In 1997, the Company adopted the Stock Option Plan, which provides for the grant of non-qualified stock options to employees, officers, directors, consultants and independent contractors, as well as for the grant to employees of qualified stock options. The Stock Option Plan has a ten-year term and 700,000 shares of the Company’s common stock have been reserved for issuance. As of December 31, 2005, there were no options eligible for grant under the Stock Option Plan although options may be eligible for grant in the future if outstanding options are forfeited prior to the termination of the Stock Option Plan in 2007. The Stock Option Plan is administered by the Compensation Committee of the Board of Directors, which has the authority, subject to certain limitations, to grant options and to establish the terms and conditions for vesting and exercise thereof. The terms of the stock options may not exceed ten years from the date of grant.

A summary of the status of the Stock Option Plan and the changes during the six month period ending June 30, 2006, is as follows:

 

    

Shares

   

Weighted Average

Exercise Price

    

Outstanding 12/31/05 (156,551 exercisable)

   179,051     $ 7.70

Granted

   —         —  

Exercised

   (54,675 )   $ 5.14

Forfeited

   —         —  
        

Outstanding 6/30/06 (115,376 exercisable)

   124,376     $ 8.84
        

The Company received $0.2 million from the issuance of new shares for stock options exercised during the six month period ending June 30, 2006. Stock options outstanding and exercisable at June 30, 2006 have a weighted-average contractual life of 2.7 years. The following is a summary of the range of exercise prices for stock options that are outstanding and exercisable at June 30, 2006:

 

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Noble International, Ltd. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Six Months Ended June 30, 2006

Note E—Share-Based Payments (Continued)

 

Range of Exercise

Prices

 

Outstanding

Stock Options

 

Weighted

Average

Exercise Price

 

Number of

Stock Options

Exercisable

 

Weighted

Average
Exercise Price

$4.07 - $5.33   67,949   $ 5.23   58,949   $ 5.23
$7.00   11,250     7.00   11,250     7.00
$14.73   45,177     14.73   45,177     14.73
                   
Total   124,376   $ 8.84   115,376   $ 9.12
                   

During the six month period ending June 30, 2006, 15,000 stock options vested under the Stock Option Plan and the Company recorded $0.01 million in compensation expense. Additional compensation expense to be recognized in future periods under the Stock Option Plan is expected to be less than $0.01 million.

Note F—Commitments and Contingencies

From time to time, the Company is involved in litigation relating to claims arising out of its operations in the normal course of business. The Company maintains insurance coverage against certain types of potential claims in amounts which it believes to be adequate. Management is not aware of any legal proceedings or claims pending against the Company that it believes will have a material adverse effect on the Company’s financial condition or results of operations.

As of June 30, 2006, the Company guaranteed $3.0 million of SET Enterprises, Inc. (“SET”) senior debt in connection with its sale of businesses to SET. During the third quarter of 2005, the Company agreed to extend its guarantee for one year. The Company may be required to perform under the guarantee if SET defaults under the terms of its credit facility. The maximum amount the Company would be required to pay is $3.0 million. As of June 30, 2006, the Company had not been notified by SET or SET’s lender of any default that would require performance under the guarantee nor was the Company aware of any other factors that would require performance under the guarantee; as a result, in conjunction with other factors, the Company does not currently carry a liability for this guarantee.

Note G—Common Stock

The Company executed a three-for-two split of its common stock effective February 3, 2006 for shareholders of record on January 27, 2006. Pursuant to SFAS No. 128, “Earnings Per Share,” all applicable share-related disclosures for all periods presented have been adjusted to reflect this stock split.

During the second quarter of 2006, the Board of Directors approved an increase in the Company’s quarterly dividend from $0.067 to $0.08 per share. In addition, the Company amended its Certificate of Incorporation to increase the aggregate number of common shares which it is authorized to issue from 20 million shares to 50 million shares.

 

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Noble International, Ltd. (referred to herein as “Noble”, “we”, “our” or “us”), is a full-service provider of 21st Century Auto Body SolutionsSM, including tailored laser-welded blanks and tubes for the automotive industry. Our laser-welded blanks are manufactured from two or more blanks of varying thickness and sizes welded together utilizing automated laser assemblies and are used by original equipment manufacturers or their suppliers in automobile body components such as doors, fenders, body side panels, and pillars.

Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the MD&A section included in our Annual Report on Form 10-K for the year ended December 31, 2005, as filed with the Securities and Exchange Commission (“SEC”) on March 15, 2006. In addition, we executed a three-for-two split of our common stock effective February 3, 2006 for shareholders of record on January 27, 2006. All applicable share-related disclosures for all periods presented in this report have been adjusted to reflect this stock split.

Net Sales. Net sales for the three months ended June 30, 2006 were $109.6 million, an increase of $18.0 million or 19.6% compared to the same period in 2005. Net sales for the six months ended June 30, 2006 were $210.0 million, an increase of $31.6 million or 17.7% compared to the same period in 2005. These increases are attributable primarily to increased sales on existing and new programs launched at existing and new facilities in the first quarter of 2006, as well as increased steel content as a percentage of total net sales.

Cost of Sales. Cost of sales for the three month period ended June 30, 2006 was $97.6 million, an increase of $16.0 million or 19.6% compared to the same period in 2005. Cost of sales for the six month period ended June 30, 2006 was $188.1 million, an increase of $29.4 million or 18.5% compared to the same period in 2005. Cost of sales as a percentage of net sales remained flat at 89.1% for the three month period ended June 30, 2006 compared to the same period in 2005. Cost of sales as a percentage of sales increased to 89.6% for the six month period ended June 30, 2006 from 89.0% for the same period in 2005. The increase in total cost of sales is consistent with our increased sales for the three and six month periods ended June 30, 2006 compared to the same periods in 2005. Cost of sales as a percentage of net sales for the second quarter of 2006 remained consistent with the second quarter of 2005 despite higher steel content as a percentage of net sales due to continued operational efficiencies at our production facilities. Cost of sales as a percentage of net sales increased for the first half of 2006 compared to 2005 due to costs in the first quarter of 2006 related to the addition and expansion of three of our production facilities, customer delays in launching some new vehicles, and increased steel content as a percentage of net sales.

Gross Margin. Gross margin for the three month period ended June 30, 2006 was $12.0 million, an increase of $2.0 million or 19.8% compared to the same period in 2005. Gross margin for the six month period ended June 30, 2006 was $21.9 million, an increase of $2.2 million or 11.4% compared to the same period in 2005. For the three and six month periods ended June 30, 2006, gross margin as a percentage of net sales was 10.9% and 10.4%, respectively. For the three and six month periods ended June 30, 2005, gross margin as a percentage of net sales was 10.9% and 11.0%, respectively. Gross margin as a percentage of sales for the second quarter of 2006 remained consistent with the second quarter of 2005 despite higher steel content as a percentage of net sales due to continued operational efficiencies at our production facilities. Gross margin as a percentage of net sales decreased for the first half of 2006 compared to 2005 due to costs in the first quarter of 2006 related to the addition and

 

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expansion of three of our production facilities, customer delays in launching some new vehicles, and increased steel content as a percentage of net sales.

Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) for the three month period ended June 30, 2006 was $4.5 million, an increase of $0.9 million or 23.7% compared to the same period in 2005. SG&A for the six month period ended June 30, 2006 was $9.3 million, an increase of $2.5 million or 36.6% compared to the same period in 2005. For the three and six month periods ended June 30, 2006 SG&A as a percentage of sales (4.1% and 4.4%, respectively) increased compared to the three and six month periods ended June 30, 2005 (3.9% and 3.8%, respectively). The increase in SG&A as a percentage of net sales was driven primarily by increased spending commenced in the first quarter of 2006 to support growth, including costs to add, expand and staff production facilities. As the production facilities completed launch phases in the first quarter of 2006, this SG&A expense was more fully leveraged as evidenced by the decrease in SG&A as a percentage of net sales from the first quarter (4.8%) to the second quarter (4.1%) of 2006.

Operating Profit. Our operating profit for the three month period ended June 30, 2006 was $7.5 million, an increase of $1.1 million or 17.7% compared to the same period in 2005. Operating profit for the six month period ended June 30, 2006 was $12.7 million, a decrease of $0.2 million or 1.8% compared to the same period in 2005. Operating profit as a percentage of net sales for the three months ended June 30, 2006 was 6.9% compared to 7.0% in the same period in 2005. Operating profit as a percentage of sales for the six months ended June 30, 2006 was 6.0% compared to 7.2% in the same period of 2005. The reasons for the decreases in operating profit for the three and six month periods ended June 30, 2006 are due to the factors discussed above in Cost of Sales and Selling, General and Administrative Expenses.

Interest Income. Interest income for the three month period ended June 30, 2006 was $0.4 million, an increase of $0.2 million compared to the same period in 2005. Interest income for the six month period ended June 30, 2006 was $0.7 million, an increase of $0.4 million compared to the same period in 2005. Interest income increased in both the three and six month periods ended June 30, 2006 compared to the same periods in 2005 due to an increase in our cash balances as well as an increase in the rate of return earned on invested cash due to a higher interest rate environment.

Interest Expense. Interest expense for the three month period ended June 30, 2006 was $0.7 million, which is comparable to the same period in 2005. Interest expense for the six month period ended June 30, 2006 was $1.5 million, an increase of $0.1 million compared to the same period in 2005. Interest expense for the three and six month periods ended June 30, 2006 includes interest paid on the long-term debt at our Mexico facility.

Impairment Charges. Impairment charges for each of the three and six month periods ended June 30, 2005 includes an impairment of a non-core investment of $0.2 million.

Other, net. Other, net for the three and six month periods ended June 30, 2006 was a loss of ($0.1) million and ($0.3) million, respectively. Other, net for the three and six month periods ended June 30, 2005 was a gain of $0.2 million and $0.5 million, respectively. Other, net for the three month period ended June 30, 2006 included foreign currency losses of ($0.1) million. Other, net for the six month period ended June 30, 2006 included foreign currency losses of ($0.2) million and other expenses of ($0.1) million. Other, net for the three month period ended June 30, 2005 included dividend income of $0.2 million and the collection of assets previously written-off of $0.1 million offset by foreign currency losses of ($0.1) million. Other, net for the six month period ended June 30, 2005 included dividend income of $0.3 million and the collection of assets previously written-off of $0.2 million offset by foreign currency losses of ($0.1) million.

Income Tax Expense. Income tax expense for the three month periods ended June 30, 2006 and 2005 were $2.3 million and $2.0 million, respectively. Income tax expense for the six month periods ended June 30, 2006 and 2005 were $3.8 million and $4.4 million, respectively. The effective tax rate for the

 

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three month period ended June 30, 2006 was 33% compared to 34% for the three month period ended June 30, 2005. The effective tax rate for the six month period ended June 30, 2006 was 33% compared to 37% for the six month period ended June 30, 2005. The decrease in the effective tax rate for the six month period ended June 30, 2006 compared to the same period in 2005 is due to an adjustment to deferred tax balances in the first quarter of 2005 related to changes in statutory rates and the treatment of state taxes at one of our production facilities. As a result, the average tax rate in the first quarter of 2005 was 39% driving the higher average tax rate in the first half of 2005 to 37%.

Minority Interest. Minority interest for the three and six month periods ended June 30, 2006 was $0.3 million and $0.2 million, respectively. We entered into a joint venture with Sumitomo Corporation and its affiliates during the fourth quarter of 2005 at our Silao, Mexico facility. Pursuant to the joint venture agreement, we maintain a 51% interest in the Mexico joint venture. The minority interest represents a 49% share in the Mexico facility net income for the three and six month periods ended June 30, 2006.

Net Earnings. As a result of the foregoing factors our net earnings for the three month period ended June 30, 2006 were $4.4 million, an increase of $0.6 million or 15.8% compared to the same period in 2005. Net earnings for the six month period ended June 30, 2006 were $7.6 million, a decrease of $0.1 million or 0.7% compared to the same period in 2005.

Liquidity and Capital Resources

Our cash requirements have historically been satisfied through a combination of cash flow from operations, equity and debt financings. Working capital needs and capital equipment requirements in our operations have increased as a result of our growth and are expected to continue to increase. Anticipated increases in required working capital and capital equipment expenditures are expected to be met from our cash flow from operations and borrowings under our credit facility. As of June 30, 2006, we had net working capital of $17.5 million. Availability under our revolving credit facility was $35.0 million as of June 30, 2006.

We generated cash from operations of $12.9 million in the six month period ended June 30, 2006. Cash generated from operations was driven by net income ($7.5 million) plus depreciation ($4.9 million) and other non-cash expenses ($1.2 million). This cash generated was offset by increased working capital requirements of $0.8 million driven by cash provided by changes in accounts receivable ($5.7 million), income taxes payable ($2.3 million) and other assets ($ 0.6 million) offset by cash used from changes in inventories ($6.9 million), prepaid expenses ($0.6 million), accounts payable ($1.5 million) and accrued liabilities ($ 0.2 million).

We used cash in investing activities of $7.1 million for the six month period ended June 30, 2006. This use of cash was primarily the result of the purchase of fixed assets of $7.5 million offset by cash received from the sale of fixed assets of $0.1 million and cash received from notes receivable of $0.3 million.

We used cash for financing activities of $1.2 million for the six month period ended June 30, 2006. This use of cash was primarily for the payment of dividends of $2.1 million offset by the receipt of cash related to the issuance of common stock ($0.2 million), net borrowings on long-term debt at our Mexico facility ($0.4 million) and a tax benefit from share based-payments ($0.2 million).

In March 2004, we issued $40 million in convertible subordinated notes (“the Notes”) in a private placement. The Notes have a three year term, maturing on March 31, 2007, and may be extended another three years at the holders’ option. The Notes are convertible at the holders’ option anytime prior to maturity into shares of common stock at $21.33 per share (subject to adjustment pursuant to the terms of the Notes). The interest rate on the Notes is 4% and is fixed for the entire term. There is a covenant within the terms of the Notes restricting us from paying dividends or distributions on our common stock in excess of $0.32 per share in any twelve month period until March 2007.

 

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As of June 30, 2006, we maintained a $35.0 million secured credit facility with Comerica Bank with a maturity date of April 2009 (“Credit Facility”). The Credit Facility consists of a $35.0 million revolving loan with no borrowing base formula. There were no outstanding borrowings on the revolving loan at June 30, 2006 and therefore our availability under the Credit Facility was $35.0 million. The Credit Facility is secured by the assets of Noble and its subsidiaries and provides for the issuance of up to $5.0 million in standby or documentary letters of credit.

At June 30, 2006, we were in compliance with all of our financial debt covenants under the Credit Facility.

The liquidity provided by our existing and anticipated credit facilities, combined with cash flow from operations is expected to be sufficient to meet anticipated working capital and capital expenditure needs and for existing debt service for at least 12 months. There can be no assurance, however, that such funds will not be expended prior thereto due to changes in economic conditions or other unforeseen circumstances, requiring us to obtain additional financing prior to the end of such twelve-month period. In addition, we continue to evaluate our business strategy and may pursue future growth through opportunistic acquisitions of assets or companies which may involve the expenditure of significant funds. Depending upon the nature, size, and timing of future acquisitions, we may be required to obtain additional debt or equity financing. There can be no assurance, however, that additional financing will be available when and if needed, on acceptable terms or at all.

As of June 30, 2006, we guaranteed $3.0 million of SET Enterprises, Inc. (“SET”) senior debt in connection with our sale of businesses to SET. During the third quarter of 2005, we agreed to extend our guarantee for one year. We may be required to perform under the guarantee if SET defaults under the terms of its credit facility. The maximum amount we would be required to pay is $3.0 million. As of June 30, 2006, we have not been notified by SET or SET’s lender of any default that would require performance under the guarantee nor are we aware of any other factors that would require performance under this guarantee; as a result, in conjunction with other factors, we do not currently carry a liability for this guarantee.

Inflation

Inflation generally affects a company by increasing the interest expense of floating rate indebtedness and by increasing the cost of labor, fuel, equipment and raw materials. We do not believe that inflation has had a material effect on our business over the reporting period included in this report.

 

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Item 3: Quantitative and Qualitative Disclosures about Market Risk

We are exposed to the impact of foreign currency fluctuations. International revenues from our foreign subsidiaries were approximately 35% of net sales for the six month period ended June 30, 2006. Our primary foreign currency exposures are the Canadian Dollar, Mexican Peso, and Australian Dollar. In general, where possible, we manage our exposures to foreign currency assets, liabilities and earnings primarily by funding certain foreign currency denominated assets with liabilities in the same currency and matching revenues with expenses in the same currency, as such, certain exposures are naturally offset. However, at June 30, 2006, our Mexico joint venture, whose functional currency is the Mexican Peso, had net U.S. Dollar liability exposure of approximately $4.0 million. Based upon this exposure, for every one percent increase (decrease) in the value of the Mexican Peso versus the U.S. Dollar, the joint venture would recognize a foreign currency transaction gain (loss) of approximately $0.04 million. The joint venture is currently exploring strategies to mitigate this foreign currency risk. For the six month period ended June 30, 2006, the joint venture recognized a foreign exchange transaction loss of $0.2 million. We own 51% of this joint venture. Therefore, the impact to us is 51% of any transaction gain or loss.

Our financial results are affected by changes in U.S. and foreign interest rates due primarily to our Credit Facility containing a variable interest rate when we borrow under the Credit Facility. We invest our excess cash balances in overnight and other short term investments which may be impacted by changes in interest rates. We do not hold any other financial instruments that are subject to market risk (interest rate risk and foreign exchange rate risk).

Item 4: Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that the information that is required to be disclosed in our filings with the SEC is recorded, processed, summarized and reported on a timely basis. With participation from our Chief Executive Officer and our Chief Financial Officer, we have reviewed and evaluated the effectiveness of our disclosure controls and procedures as defined in the Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as of June 30, 2006. We have concluded that as of June 30, 2006, our disclosure controls and procedures were adequate and effective and would ensure that material information relating to Noble and our subsidiaries required to be disclosed in the reports we file with the SEC under the Securities Exchange Act of 1934, as amended, would be made known to them by others within Noble, particularly during the period in which this Quarterly Report on Form 10-Q was being prepared.

There have been no changes in the internal control over our financial reporting during the quarter ended June 30, 2006 that have materially affected, or are reasonably likely to materially affect, the internal controls over our financial reporting.

 

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Table of Contents

PART II: OTHER INFORMATION

Item 1: Legal Proceedings

From time to time, we are involved in litigation relating to claims arising out of the operations in our normal course of business. We maintain insurance coverage against certain types of potential claims in an amount which we believe to be adequate. We are not aware of any legal proceedings or claims pending against us that we believe will have a material adverse effect on our financial condition or results of operations.

Item 1A: Risk Factors

There were no material changes from the risk factors previously disclosed in “Item 1A. Risk Factors,” included in our Annual Report on Form 10-K for the year ended December 31, 2005.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

Pursuant to the terms of our $40.0 million 4% Convertible Subordinated Notes entered into in November 2004, we are restricted from paying dividends in excess of $0.32 per share in any twelve month period until March 2007.

Item 3: Defaults Upon Senior Securities

Not applicable.

Item 4: Submission of Matters to a Vote of Security Holders

At the Company’s annual meeting on May 19, 2006, the following matters were voted upon:

 

    

Shares

Voted For

   Shares
Withheld
   Shares
Abstaining
  

Broker

Non-Votes

Election of Directors - Nominees to Serve

           

One Year Term Expiring at the 2007

           

Annual Meeting:

           

Robert J. Skandalaris

   12,506,907    367,310    —      —  

Mark T. Behrman

   12,649,086    225,131    —      —  

Van E. Conway

   12,375,517    498,700    —      —  

Joseph C. Day

   12,659,061    215,156    —      —  

Fred L. Hubacker

   12,374,542    499,675    —      —  

Thomas L. Saeli

   12,657,887    216,330    —      —  

Larry R. Wendling

   12,507,756    366,461    —      —  

Approval of an amendment of the Company’s Certificate of Incorporation to increase the Authorized Shares of Common Stock of the Company to 50,000,000

   11,943,340    752,318    178,558    —  

Item 5: Other Information

Not applicable.

 

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Item 6: Exhibits

(a) Exhibits

 

Exhibit No.   

Description

3.1    Certificate of Incorporation of Noble International, Ltd., as amended as of May 19, 2006.
3.2    Amended and Restated Bylaws of Noble International, Ltd. made effective as of May 19, 2006 (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated May 24, 2006).
10.1    Non-Employee Director Compensation made effective as of May 19, 2006 (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated May 24, 2006).
10.2    Agreement between Noble International, Ltd. and Thomas L. Saeli made effective as of March 1, 2006 (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated May 10, 2006).
10.3    Noble International, Ltd. Executive Stock Appreciation Rights Plan made effective as of March 1, 2006 (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated April 6, 2006).
10.4    Oral Agreement between Noble International, Ltd. and Andrew J. Tavi made effective as of May 19, 2006 (incorporated herein by reference to the Regristrant’s Current Report on Form 8-K dated May 24, 2006).
31.1    Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Written Statement of the Chief Executive Officer (Principal Executive Officer) and the Chief Financial Officer pursuant to 18 USC § 1350.

 

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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: July 21, 2006   By:  

/s/ David J. Fallon

    David J. Fallon
    Chief Financial Officer

 

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Exhibit Index

 

Exhibit No.   

Description

3.1    Certificate of Incorporation of Noble International, Ltd., as amended as of May 19, 2006.
3.2    Amended and Restated Bylaws of Noble International, Ltd. made effective as of May 19, 2006 (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated May 24, 2006).
10.1    Non-Employee Director Compensation made effective as of May 19, 2006 (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated May 24, 2006).
10.2    Agreement between Noble International, Ltd. and Thomas L. Saeli made effective as of March 1, 2006 (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated May 10, 2006).
10.3    Noble International, Ltd. Executive Stock Appreciation Rights Plan made effective as of March 1, 2006 (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated April 6, 2006).
10.4    Oral Agreement between Noble International, Ltd. and Andrew J. Tavi made effective as of May 19, 2006 (incorporated herein by reference to the Regristrant’s Current Report on Form 8-K dated May 24, 2006).
31.1    Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Written Statement of the Chief Executive Officer (Principal Executive Officer) and the Chief Financial Officer pursuant to 18 USC § 1350.

 

23

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