What is happening at Noble?

What is happening at Noble?

Author
Discussion

skwdenyer

16,730 posts

242 months

Sunday 26th August 2007
quotequote all
Well, since August 2006 Peter and Barbara Dyson from Illinois, USA have been Directors of Noble Automotive Ltd.

Interestingly, in August 2006, Noble Endeavours Ltd was established. Peter and Barbara are also directors of that, but neither Lee nor Carol Noble are Directors or Company Secretary. We won't know who owns the shares until the first Annual Return is filed.

Noble Endeavours Ltd owns all of the shares in Noble Automotive Ltd. Until we know about the shareholding in Noble Endeavours we won't know precisely what is going on, but it could well be that Lee Noble has lost control of Noble Automotive completely.

At the end of March 2006 (the last accounts available, which look to have been done to resolve things for the change in investors from two guys named Jones), Noble had an on-paper net worth of minus £3m. The company is small enough not to have to post turnover and profit figures in its accounts.

The Dyson's business is Dyson, Dyson & Dunn, Inc. (http://www.dysondysondunn.com/) (DDD), a private equity company founded in 1981 (ETA: note that the shares might be owned by the Dysons in person, not by DDD, Inc - again we don't know). DDD focuses on middle market industrial manufacturing, distribution and service companies, and currently owns and operates eight or so companies with sales of over $200 million. Noble is not listed on DDD's website, lending some limited credibility to the suggestion that this is a personal investment by the Dysons, not by DDD.

Noble doesn't seem to fit the profile of the (current, at least) portfolio of DDD companies, into which we may read something or precisely nothing as to the Dysons' expertise at running or assisting a car company. If you'd like to ask them, Peter Dyson's email address is on the DDD website :-)

A few bits of trivia:

- Barbara and Peter Dyson joined the Porsche Club of America (Chicago Region) in 2003.
- Peter Dyson is a member of the Undergraduate Business Program Advisory Council of the Department of Applied Economics and Management at Cornell University.
- Barbara Dyson received her B.S. in Economics from Rollins University and has an M.B.A. from Northwestern Universoty's Kellogg School of Management (well-respected Management School).
- DDD own their own aircraft.
- Both Dysons have donated to the Rudy Giuliani Presidential Committee.
- Isn't it interesting what can be found out about people in a few minutes using entirely legitimate means and resources.

One last point. The idea of setting up a company to own another company is quite a common one. Assuming that the Dysons have re-financed Noble Automotive then part of that refinancing would (probably) involve shifting the IP and name into the parent company. If NA makes a loss it can still pay a royalty to NE for the name, allowing NE to show a profit and declare a dividend. If NA goes into free-fall it can be shut down without NE losing the name, IP, etc. - just as Smolenski tried (badly) to engineer at TVR. I am NOT saying that the Dysons are anything like Smolenski, I'm simply observing that this mechanism would be a pretty standard way to structure such a transaction. My only worry is whether Lee Noble has retained any stake in his own firm this way.

Edited by skwdenyer on Sunday 26th August 16:20


Edited by skwdenyer on Sunday 26th August 17:31

CRB1

922 posts

244 months

Sunday 26th August 2007
quotequote all
Fair comment. But don't see the point in NE charging NA a royalty (or some other charge). NA must have tax losses of well over a million so any further charges will take ages before actually saving any corporation tax. In the meantime NE creates a profit (on the royalty)and pays tax.... not good!!

Chris.

skwdenyer

16,730 posts

242 months

Sunday 26th August 2007
quotequote all
CRB1 said:
Fair comment. But don't see the point in NE charging NA a royalty (or some other charge). NA must have tax losses of well over a million so any further charges will take ages before actually saving any corporation tax. In the meantime NE creates a profit (on the royalty)and pays tax.... not good!!

Chris.
The point is that an "artificial profit" can be created, thereby permitting money to be taken out of the business as dividends. Otherwise dividends could not be paid (NA would have no retained profit - even after it starts selling cars again it will take some years to offset the losses to get to that point). This way, as soon as money starts flowing into the business, dividends can be taken out of NE (which is the most tax-efficient way of getting money out of the business) or NE can start to repay capital invested - there wouldn't really be any other way of doing that.

Furthermore it lends legitimacy to any sort of "put the IP into NE not NA" deal, by creating a clear paper trail of payments for royalties, and avoiding the sort of problems Smolenski had at TVR when, having thought he'd set this arrangement up, he then had to buy back the assets of Blackpool Automotive (the factory) just to get the rights to the name back!

A similar situation prevailed with the P4 at MG Rover. Techtronic 2000 was the vehicle that bought the assets from BMW, and to whom £500m or so was loaned. It lent money to the operating companies, and then charged rent, royalties, interest, etc. to them. On paper it therefore made a profit (despite the group as a whole making massive losses) and could legally pay a dividend (£32.5m in 2003) to Phoenix Venture Holdings, which in turn would pay the principals.

honestbob

316 posts

236 months

Sunday 26th August 2007
quotequote all
Good accountantcy banter boys but if your suggestions are accuract what's in it for Lee?

CRB1

922 posts

244 months

Monday 27th August 2007
quotequote all
According to Companies House we should find out by 31.08.2007.

F.C.

3,897 posts

210 months

Monday 27th August 2007
quotequote all
nigelw said:
I met the guy who designed the ill fated TVR engine . he tried to flog us the concept for a race car but although he talked a good talk , he seemed full of Bull to be honest ! ...you can buy good quality cranks ,rods , pistons , valves etc the tricky bit is blocks and head design . If the bundle of cash backing noble is as good as it is supposed to be you could place this at Cosworths door and get what you need as they have done this job for many manufacturers . Obviously , all this is speculation . I just dont think that , at that sort of price , he can stand any jibes about Mondeo engines etc ...just my opinion ...
Perhaps they will just say it's a modified Jaguar unit Or half an Aston Martin Vanquish engine instead hehe
F.C.

joust

14,622 posts

261 months

Monday 27th August 2007
quotequote all
honestbob said:
Good accountantcy banter boys but if your suggestions are accuract what's in it for Lee?
I think one look at Lee's history will tell you he's not motivated by pure profit or gain.

A nice, correct, financial description. But some people do work for other reasons you know....

skwdenyer

16,730 posts

242 months

Monday 27th August 2007
quotequote all
joust said:
honestbob said:
Good accountantcy banter boys but if your suggestions are accuract what's in it for Lee?
I think one look at Lee's history will tell you he's not motivated by pure profit or gain.

A nice, correct, financial description. But some people do work for other reasons you know....
Sorry, my motives may have been misjudged. I wasn't suggesting there was something essentially "wrong" or "bad" or whatever about the situation.

First I wanted to establish some meat on the bones of the "mystery investors", i.e. demonstrate that they did exist and that they do have money. This would at least provide continuing "hope" for those of us watching the situation with interest, and differentiates Noble strongly from other recent car ventures where the "investors" don't really have any money behind them. So that's good news.

Second I wanted to understand the motives of the guy more, especially in light of the M12/400 sell-off. Joust is right, some people do work for other reasons than money (myself included), but if I'm considering buying a car from a bloke then I'd like to think he was motivated to sell them, because that would tend to suggest he wanted to get them right. Lee's history is fairly visible; this just provides additional information upon which to base our own, personal decisions.

I know I'm not the only one who sees the whole situation as slightly odd: leaving many customers without an upgrade / replacement path after investing so much money in acquiring those customers in the first place, for instance, or fully refurbishing the factory just in time to stop selling cars. I sincerely hope the new model is fantastic, but I wonder how long the Noble faithful will wait or how long it will take the press to forget about the brand.

skwdenyer

16,730 posts

242 months

Monday 27th August 2007
quotequote all
CRB1 said:
According to Companies House we should find out by 31.08.2007.
Or we could just write to the Company Secretary, Noble Endeavours, and make a statutory request for a copy of the register of shareholders if that deadline slips.

AMG Merc

11,954 posts

255 months

Monday 27th August 2007
quotequote all
skwdenyer said:
I know I'm not the only one who sees the whole situation as slightly odd:
yes

skwdenyer said:
I wonder how long the Noble faithful will wait
Well, Noble don't seem to care about "us" - aren't they targetting a different market?

skwdenyer said:
or how long it will take the press to forget about the brand.
Sadly, they remember bad news in detail!

mc101

459 posts

234 months

Monday 27th August 2007
quotequote all
joust said:
honestbob said:
Good accountantcy banter boys but if your suggestions are accuract what's in it for Lee?
I think one look at Lee's history will tell you he's not motivated by pure profit or gain.

A nice, correct, financial description. But some people do work for other reasons you know....
Investors rarely do though ..

skwdenyer

16,730 posts

242 months

Monday 27th August 2007
quotequote all
AMG Merc said:
Well, Noble don't seem to care about "us" - aren't they targetting a different market?
I'm not sure "us" doesn't include the other market. To be honest, a £75k Noble (as mooted) would not be an unreasonable upgrade for somebody who's cut their teeth on £50k Nobles and whose income has increased over the years - those are precisely the sort of customers manufacturers like to have!

That said, they normally keep producing cheaper models in order to attract newbies as well as providing an upgrade path. Manufacturers who simply scrap whole models and market segments don't historically have much success. I can entirely accept that the M12/400 might not be a good advertisement for the new standards of quality and ability envisaged (frankly I think the M12 interior just smacks of kit car, for instance) and so distance between "generations" might be seen as a good thing by those on the inside. But the downsides still seem pretty huge - just the potential loss of goodwill amongst suppliers, dealers, workers, etc. for starters.

AMG Merc said:
Sadly, they remember bad news in detail!
Agreed. And, to most observers, selling off the family jewels, failing to deliver a promised new model and "going dark" are seen as pretty bad news.

skwdenyer

16,730 posts

242 months

Monday 27th August 2007
quotequote all
I wonder if anyone with any knowledge can confirm what this looks like:

- New model is created (and shown) to attract higher prices and (presumably) higher margins.
- Development takes longer / costs more than expected; meanwhile no resources are available to develop existing models to remain competitive.
- Old models are sold off to finance introduction of new model.
- Factory is refurbished to appeal to the quality expectations of the new customers.
- Still not enough money to finish and launch. Current investors can't / won't help. New investors urgently needed.
- New investors see new product, say "we'll invest, but the new product is no good - get it right, we'll finance it, but we'll take the whole of your company in return".

Certainly that's what it feels like to me. Given that Lee Noble has dropped previous projects (Ultima, Ascari), the biggest fear I have is that he'll tire of this new challenge for a company he no longer owns and simply calls it a day. Or am I being unduly fatalistic?

Adrian W

14,025 posts

230 months

Monday 27th August 2007
quotequote all
"Come on" Dyson isn't stupid, Noble is going to be on some kind of earn out and probably some form of performance/loyalty bonus.

joust

14,622 posts

261 months

Monday 27th August 2007
quotequote all
The last time I saw people associated with Noble, Lee included, they were very happy.

But then this is the Internet....

AMG Merc

11,954 posts

255 months

Monday 27th August 2007
quotequote all
skwdenyer said:
I wonder if anyone with any knowledge can confirm what this looks like:

- New model is created (and shown) to attract higher prices and (presumably) higher margins.
- Development takes longer / costs more than expected; meanwhile no resources are available to develop existing models to remain competitive.
- Old models are sold off to finance introduction of new model.
- Factory is refurbished to appeal to the quality expectations of the new customers.
- Still not enough money to finish and launch. Current investors can't / won't help. New investors urgently needed.
- New investors see new product, say "we'll invest, but the new product is no good - get it right, we'll finance it, but we'll take the whole of your company in return".

Certainly that's what it feels like to me. Given that Lee Noble has dropped previous projects (Ultima, Ascari), the biggest fear I have is that he'll tire of this new challenge for a company he no longer owns and simply calls it a day. Or am I being unduly fatalistic?
Or as I've suspected for some time - the reception floor is laid and the new car has been ready for ages but there is a large, treacle-sticky legal matter to be resolved before trading commences.

skwdenyer

16,730 posts

242 months

Tuesday 28th August 2007
quotequote all
AMG Merc said:
skwdenyer said:
I wonder if anyone with any knowledge can confirm what this looks like:

- New model is created (and shown) to attract higher prices and (presumably) higher margins.
- Development takes longer / costs more than expected; meanwhile no resources are available to develop existing models to remain competitive.
- Old models are sold off to finance introduction of new model.
- Factory is refurbished to appeal to the quality expectations of the new customers.
- Still not enough money to finish and launch. Current investors can't / won't help. New investors urgently needed.
- New investors see new product, say "we'll invest, but the new product is no good - get it right, we'll finance it, but we'll take the whole of your company in return".

Certainly that's what it feels like to me. Given that Lee Noble has dropped previous projects (Ultima, Ascari), the biggest fear I have is that he'll tire of this new challenge for a company he no longer owns and simply calls it a day. Or am I being unduly fatalistic?
Or as I've suspected for some time - the reception floor is laid and the new car has been ready for ages but there is a large, treacle-sticky legal matter to be resolved before trading commences.
[imagination in overdrive]Now that's an interesting idea.[/imagination in overdrive] Although I'm struggling a little to think what that might be...

skwdenyer

16,730 posts

242 months

Tuesday 28th August 2007
quotequote all
Adrian W said:
"Come on" Dyson isn't stupid, Noble is going to be on some kind of earn out and probably some form of performance/loyalty bonus.
Not at all suggesting he's stupid. If he really did face a cash crunch (and Noble as a company hasn't been worth anything much for a few years on paper) then by being explicitly not stupid he could get to carry on building and carry on earning from the business, albeit with new investors and (perhaps) reduced / elminated share ownership.

I wasn't at any point supposing that he would work for free!

skwdenyer

16,730 posts

242 months

Tuesday 28th August 2007
quotequote all
joust said:
The last time I saw people associated with Noble, Lee included, they were very happy.

But then this is the Internet....
Which is great and, to be honest, I wish them nothing but good from it all. However, as you say, "this is the Internet" and the deafening silence from Noble HQ will get filled by others.

I started my analysis only because I didn't know what was going on and wanted to find out - and others (here and elsewhere) were asking questions which the company was unable / unwilling to answer. Since the company has "failed" to deliver on the new car thus far, it was important for me to try to find some independent verification of good news!

Personally I'm happy that there seems to be real money involved. But it doesn't make the actions of the company any the less odd, nor answer every question that might hang there.

There are many on here (myself included) who would seriously consider the purchase of the next Noble. Some of us might be sufficiently committed to "the cause" to delay other purchases or make other arrangements specifically to support the new car. Without hope, however, that goodwill and committment ebbs away.

joust

14,622 posts

261 months

Tuesday 28th August 2007
quotequote all
skwdenyer said:
There are many on here (myself included) who would seriously consider the purchase of the next Noble. Some of us might be sufficiently committed to "the cause" to delay other purchases or make other arrangements specifically to support the new car. Without hope, however, that goodwill and committment ebbs away.
True, but the last time I checked Noble had a significant order book from people that are happy to wait. A person deciding now they want this car that they know nothing about, nor have anything to go on, is therefore going to have to wait until all those orders are fullfilled before they could even place an order knowing what they were ordering.

Not quite sure why therefore saying nothing until the car is ready is therefore a bad thing, but then as I'm number 1 in the line, have waited 3 years, and would wait another quite happily I will probably stuggle to understand your point.

J