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Noble International Announces Third Quarter Earnings Of $0.30 per Diluted Share

WARREN, Mich., Oct. 20, 2004 -- Noble International, Ltd. ("Noble" or the "Company") reported earnings of $0.30 per diluted share for the third quarter ended September 30, 2004. For the first nine months of 2004, Noble posted earnings from continuing operations of $1.05 per diluted share. For the third quarter and first nine months of 2003, Noble reported diluted EPS from continuing operations of $0.32 and $0.85, respectively. Noble's third quarter 2004 diluted EPS from continuing operations includes an increase in its diluted share count of 1.6 million shares, an increase of 18% from the third quarter of 2003.

Third Quarter Results

Revenue for the third quarter rose to $75.1 million from $48.0 million in the third quarter of 2003. Gross margin increased to $7.8 million in the most recent quarter, up from $6.7 million in 2003. On a percentage basis, gross margin in the third quarter was 10.4% of sales versus 13.9% in the year-ago third quarter. The decline in the gross margin percentage was primarily due to higher steel content accounting for a larger percentage of total revenue, extended annual production shutdowns during July and generally lower vehicle production in September 2004 relative to the third quarter of 2003. Selling, general and administrative (SGA) expense in the third quarter of 2004 increased to $3.5 million from $2.8 million, declining as a percentage of sales to 4.7% from 5.8% a year ago.

Earnings before interest, taxes, depreciation and amortization (EBITDA) in the third quarter of 2004 totaled $6.6 million compared to $6.3 million a year ago. Other Income for the third quarter of 2004 included non-recurring charges of $0.3 million while in third quarter of 2003, Noble posted non-recurring income of $0.5 million.

Pre-tax earnings from continuing operations for the third quarter of 2004 totaled $5.7 million, including a non-cash gain of $2.0 million on the change in value of the convertible option derivative liability (net of debt discount amortization of $0.3 million related to the Company's 4% Convertible Notes issued 2004), up 50% from $3.8 million in the year-ago third quarter.

Income tax expense for the most recent quarter was $0.9 million versus $1.1 million in last year's third quarter. The tax rate for the third quarter of 2004 was 15% versus 29% due in large part to the non-cash, non tax-effected gain on the derivative liability and related debt discount amortization. Net income from continuing operations for the quarter ended September 30, 2004 was $4.9 million versus $2.7 million from continuing operations in the third quarter of 2003.

The Company's basic weighted average common share count for the third quarter of 2004 increased to 9.2 million shares from 7.8 million shares in the year-ago third quarter due primarily to the conversion of the 6% Convertible Subordinated Debentures (issued 1998) into approximately 1.1 million shares of common stock. The diluted share count for the third quarter of 2004 includes approximately 1.3 million shares from the Company's 4% Convertible Notes issued March 26, 2004.

Nine-Month Results

Revenue in the first nine months of 2004 climbed to $244.1 million from $127.7 million in the same period of 2003. Gross margin for the first nine months of 2004 increased to $27.7 million from $19.3 million a year ago. Gross margin as a percentage of sales was 11.4% for the first nine months of 2004 compared to 15.1% in 2003. The decline in the gross margin percentage was primarily due to steel content accounting for a greater proportion of revenue in 2004 compared to 2003. SGA expense was $11.4 million for the first nine months of 2004, up from $8.4 million a year ago, but down as a percentage of sales to 4.7% from 6.6% in the first nine months of 2003.

EBITDA for the first nine months of 2004 was $24.0 million versus $17.1 million a year ago. Pre-tax income from continuing operations totaled $16.9 million versus $10.4 million in the first nine months of 2003, an increase of 62%. Pre-tax income for the first nine months of 2004 included a non-cash gain of $2.3 million on the change in value of the derivative liability (net of related debt discount amortization of $0.6 million). Net income from continuing operations was $12.3 million for the first nine months of this year versus $7.1 million in the same period of 2003.

Management Commentary

Noble's President and Chief Executive Officer, Christopher L. Morin, stated regarding the quarter, "Our results for the third quarter of 2004 were very good and reflected our team's solid execution in an operating environment that was generally more difficult than the third quarter of 2003. In September 2004, some of our customers lowered production of certain vehicles to reduce inventory levels, resulting in North American production falling 4.5% for the month compared to September 2003. These production cuts disrupted build schedules and presented an operating challenge to our team. I am pleased that our team successfully met the challenges presented in the third quarter and am confident in our ability to meet these challenges in the future."

Jay J. Hansen, Noble's Chief Financial Officer, commented on the Company's financial performance during the quarter, stating, "Our financial performance for the third quarter was in line with our expectations despite lower North American automotive production than we previously estimated. The third quarter also presented a difficult year-over-year comparison due to other factors including a higher diluted share count and non-recurring items."

2004 Financial Guidance

Management reiterates its 2004 earnings guidance of $1.38 to $1.42 per diluted share, excluding the impact of the SFAS 133 derivative liability valuation, despite a drop in estimated North American light vehicle production of approximately 300,000 units to 15.9 million compared to our previous forecasts.

Conference Call Information

Noble will host a conference call to discuss third quarter results at 10 AM EDT, October 21, 2004. The dial-in number is 800-821-1449 or 973-409-9256. If you are unable to participate in the conference call, you may listen to a digital replay of the conference call through October 28, 2004 by dialing 877-519-4471 or 973-341-3080. The password for the replay is 5283489.

Impact of SFAS 133 on Reported Results

Management's financial guidance for 2004 and beyond is subject to the impact of Statement of Financial Accounting Standards ("SFAS") 133 and related interpretations. Our projected net income and earnings per share for the full year of 2004 are unavailable due to our inability to forecast the impact of SFAS 133 on the conversion option derivative liability included in our recent issuance of $40 million Convertible Notes. Management is providing this earnings estimate subject to the stated adjustments because they are the performance measures most comparable to net income that we can forecast reliably. We are unable to accurately forecast the future changes in the fair value of the conversion option because it is based on factors outside of the Company's control. For a reconciliation of earnings per share excluding the effects of SFAS 133 to net income from continuing operations, see the attached financial information and supplemental data.

Use of EBITDA as a Financial Measure

In addition to the results reported in accordance with accounting principles generally accepted in the United States ("GAAP") included throughout this news release, the Company has provided information regarding "EBITDA" (a non-GAAP financial measure). EBITDA, as adjusted, represents earnings from continuing operations before income tax, plus interest expense, depreciation, amortization and adjustments related to the impact of SFAS 133.

EBITDA is not presented as and should not be considered an alternative measure of operating results or cash flows from operations (as determined in accordance with generally accepted accounting principles), but are presented because they are widely accepted financial indicators of a company's ability to incur and service debt. While widely used, however, EBITDA is not identically calculated by companies presenting EBITDA and is, therefore, not necessarily an accurate means of comparison and may not be comparable to similarly titled measures disclosed by other companies.

Management believes that EBITDA is useful to both management and investors in their analysis of the Company's ability to service and repay its debt. Further, management uses EBITDA for planning and forecasting in future periods.

For a reconciliation of EBITDA to net income from continuing operations, see the attached financial information and supplemental data.

SAFE HARBOR STATEMENT

Noble International, Ltd. is a leading supplier of automotive parts, component assemblies and value-added services to the automotive industry. As an automotive supplier, Noble provides design, engineering, manufacturing, complete program management and other services to the automotive market. Noble delivers integrated component solutions, technological leadership and product innovation to original equipment manufacturers (OEMs) and Tier I automotive parts suppliers thereby helping its customers increase their productivity while controlling costs.

Certain statements made by Noble International, Ltd. in this presentation and other periodic oral and written statements, including filings with the Securities and Exchange Commission, are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, as well as statements which address operating performance, events or developments that we believe or expect to occur in the future, including those that discuss strategies, goals, outlook or other non- historical matters, or which relate to future sales or earnings expectations, cost savings, awarded sales, volume growth, earnings or a general belief in our expectations of future operating results, are forward-looking statements. The forward-looking statements are made on the basis of management's assumptions and estimations. As a result, there can be no guarantee or assurance that these assumptions and expectations will in fact occur. The forward-looking statements are subject to risks and uncertainties that may cause actual results to materially differ from those contained in the statements. Some, but not all of the risks, include our ability to obtain future sales; our ability to successfully integrate acquisitions; changes in worldwide economic and political conditions, including adverse effects from terrorism or related hostilities including increased costs, reduced production or other factors; costs related to legal and administrative matters; our ability to realize cost savings expected to offset price concessions; inefficiencies related to production and product launches that are greater than anticipated; changes in technology and technological risks; increased fuel costs; work stoppages and strikes at our facilities and that of our customers; the presence of downturns in customer markets where the Company's goods and services are sold; financial and business downturns of our customers or vendors; and other factors, uncertainties, challenges, and risks detailed in Noble's public filings with the Securities and Exchange Commission. Noble does not intend or undertake any obligation to update any forward looking statements. For more information see www.nobleintl.com.

                  Noble International, Ltd. And Subsidiaries
                    Consolidated Statements Of Operations
          (Unaudited, in thousands, except share and per share data)

                                 Three Months Ended      Nine Months Ended
                                       September 30           September 30
                                    2003        2004       2003        2004

  Net sales                      $48,041     $75,101   $127,702    $244,097
  Cost of sales                   41,358      67,324    108,446     216,381
   Gross margin                    6,683       7,777     19,256      27,716
  Selling, general and
   administrative expenses         2,785       3,520      8,423      11,412
    Operating profit               3,898       4,257     10,833      16,304
  Interest income                    140          99        504         262
  Interest expense                  (740)       (787)    (1,737)     (2,794)
  Gain on value of convertible
   option derivative liability        --       2,323         --       2,918
  Other, net                         516        (172)       786         171
   Earnings from continuing
    operations before income
     taxes                         3,814       5,720     10,386      16,861
  Income tax expense               1,099         859      3,324       4,552
   Earnings on common shares
    from continuing operations     2,715       4,861      7,062      12,309
  Discontinued operations:
  Gain (loss) from discontinued
   operations                         79          --       (913)       (121)
  Gain (loss) on sale of
   discontinued operations            --          --       (677)        121
   Net earnings on common shares  $2,794      $4,861     $5,472     $12,309

  Basic earnings (loss) per common
   share:
   Earnings per share from
    continuing operations          $0.35       $0.52      $0.91       $1.25
   Gain (loss) from
    discontinued operations         0.01          --      (0.12)      (0.01)
   Gain (loss) on sale of
    discontinued operations           --          --      (0.09)       0.01
   Basic earnings per common share $0.36       $0.52      $0.71       $1.25

  Diluted earnings (loss) per
   common share
   Earnings per share from
    continuing operations          $0.32       $0.30      $0.85       $1.05
   Gain (loss) from
    discontinued operations         0.01          --      (0.10)      (0.01)
   Gain (loss) on sale of
    discontinued operations           --          --      (0.08)       0.01
   Diluted earnings per common
    share                          $0.33       $0.30      $0.67       $1.05

   Dividends declared and paid     $0.08       $0.10      $0.24       $0.30

  Basic weighted average
   common shares outstanding   7,779,872   9,240,779  7,744,315   9,095,003
  Diluted weighted average
   common shares outstanding   9,056,065  10,649,086  8,963,453  10,267,813

  EBITDA from continuing
   operations:
   Earnings on common shares
    from continuing operations    $2,715      $4,861     $7,062     $12,309
   Income tax expense              1,099         859      3,324       4,552
   Depreciation                    1,649       2,339      4,842       7,041
   Amortization                       50         102        150         257
   Gain on value of convertible
    option derivative liability       --      (2,323)        --      (2,918)
   Interest expense                  740         787      1,737       2,794
   EBITDA from continuing
    operations                    $6,253      $6,625    $17,115     $24,035

  Earnings on common shares
   from continuing operations
   prior to SFAS 133 Impact:
   Earnings on common shares
    from continuing operations    $2,715      $4,861     $7,062     $12,309
   Amortization of debt discount      --         295         --         590
   Gain on value of convertible
    option derivative liability       --      (2,323)        --      (2,918)
   Earnings on common shares from
    continuing operations prior to
     SFAS 133 Impact              $2,715      $2,833     $7,062      $9,981

                NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                              (In thousands)
                                                                Unaudited
                                              December 31       September 30
                                                   2003              2004
  ASSETS
  Current Assets:
    Cash and cash equivalents                       $715            $3,932
    Accounts receivable, trade, net               34,030            64,742
    Inventories                                   14,543            20,259
    Other current assets                          11,628             2,813
  Total Current Assets                            60,916            91,746

  Property, Plant & Equipment, net                47,119            50,853

  Other Assets:
    Goodwill                                      11,839            20,200
    Other intangible assets, net                     183             2,003
    Other assets, net                             12,890            12,885
  Total Other Assets                              24,912            35,088
  Assets Held for Sale                            10,036             3,760
  Total  Assets                                 $142,983          $181,447

  LIABILITIES & STOCKHOLDERS' EQUITY
  Current Liabilities:
    Accounts payable                             $29,517           $56,354
    Accrued liabilities                            4,967             4,510
    Current maturities of long-term debt           9,999               440
    Conversion option derivative liability            --               627
    Other current liabilities                         54             3,740

  Total Current Liabilities                       44,537            65,671

  Long-Term Liabilities:
    Deferred income taxes                          3,860             3,864
    Convertible subordinated debentures,
     net of discount                               7,026            37,046
    Long-term debt, excluding current maturities,
     net of discount                              35,974                 5
  Total Long-Term Liabilities                     46,860            40,915
  Liabilities Held for Sale                          775                --
  Stockholders' Equity
    Common stock                                       9                 9
    Additional paid-in capital                    38,161            51,908
    Retained earnings                             12,490            22,061
    Accumulated comprehensive income, net            151               883
  Total Stockholders' Equity                      50,811            74,861
  Total Liabilities & Stockholders' Equity      $142,983          $181,447