-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GkhMo4Q8RrUk2PfAKfo8x7gUzikZmLebQlyVjO9WFTBvASqUec0ECOyCeCiqCKWo plPLnj8JRoiZ1niF7fQ3uA== 0000950152-01-002094.txt : 20010409 0000950152-01-002094.hdr.sgml : 20010409 ACCESSION NUMBER: 0000950152-01-002094 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 18 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXINGTON PRECISION CORP CENTRAL INDEX KEY: 0000012570 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 221830121 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-03252 FILM NUMBER: 1591934 BUSINESS ADDRESS: STREET 1: 767 THIRD AVE 29TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123194657 MAIL ADDRESS: STREET 1: 30195 CHAGRIN BLVD STREET 2: SUITE 208W CITY: CLEVELAND STATE: OH ZIP: 44124-5755 FORMER COMPANY: FORMER CONFORMED NAME: BLASIUS INDUSTRIES INC DATE OF NAME CHANGE: 19890116 10-K 1 l87107ae10-k.txt LEXINGTON PRECISION CORPORTAION FORM 10-K 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 0-3252 LEXINGTON PRECISION CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 22-1830121 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 767 THIRD AVENUE, NEW YORK, NY 10017 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 319-4657 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $0.25 PAR VALUE (TITLE OF CLASS) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the registrant at March 16, 2001, was approximately $1,294,000. The number of shares outstanding of the registrant's common stock at March 16, 2001, was 4,828,036. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's proxy statement to be issued in connection with its 2001 Annual Meeting of Stockholders (the "Proxy Statement") are incorporated by reference into Part III. Only those portions of the Proxy Statement which are specifically incorporated by reference are deemed filed as part of this report on Form 10-K. 2 LEXINGTON PRECISION CORPORATION ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS
PAGE ---- PART I Item 1. Business 1 Item 2. Properties 5 Item 3. Legal Proceedings 5 Item 4. Submission of Matters to a Vote of Security Holders 5 PART II Item 5. Market for Our Common Stock and Other Stockholder Matters 6 Item 6. Selected Financial Data 7 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 23 Item 8. Financial Statements and Supplementary Data 25 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 55 PART III Item 10. Directors and Executive Officers of the Registrant 56 Item 11. Executive Compensation 56 Item 12. Security Ownership of Certain Beneficial Owners and Management 56 Item 13. Certain Relationships and Related Transactions 56 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 57
3 PART I ITEM 1. BUSINESS We were incorporated in Delaware in 1966. Substantially all of our business is conducted in the continental United States. Through our two operating segments, the Rubber Group and the Metals Group, we manufacture engineered rubber and metal components. In 2000, net sales of the Rubber Group totaled $105,929,000, or 74.2% of our consolidated net sales. The Rubber Group manufactures connector seals used in automotive wiring systems and insulators used in automotive ignition wire sets. We believe that we are the leading manufacturer of these types of components in North America. The Rubber Group also manufactures molded rubber components used in a variety of medical devices, such as drug delivery systems and syringes. In 2000, net sales of the Metals Group totaled $36,833,000, or 25.8% of our consolidated net sales. The Metals Group manufactures aluminum die castings and machines components from aluminum, brass, and steel bars. The Metals Group's sales to automotive suppliers have increased significantly over the past several years and now represent approximately 74% of the total net sales of the Metals Group. Financial data and other information about our operating segments, can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7, and in "Note 10 - Segments" in the notes to our consolidated financial statements in Part II, Item 8. PRINCIPAL END-USES FOR OUR PRODUCTS The following table summarizes our net sales during 2000, 1999, and 1998 by the type of product in which our components were utilized (dollar amounts in thousands):
YEARS ENDED DECEMBER 31 ----------------------- 2000 1999 1998 ---- ---- ---- Automobiles and light trucks $123,428 86.5% $119,588 85.4% $103,052 81.3% Medical devices 9,282 6.5 8,039 5.7 8,245 6.5 Industrial equipment 5,097 3.6 6,281 4.5 7,005 5.5 Other 4,955 3.4 6,140 4.4 8,415 6.7 -------- ----- -------- ----- -------- ----- $142,762 100.0% $140,048 100.0% $126,717 100.0% ======== ===== ======== ===== ======== =====
- 1 - 4 The following table summarizes net sales of the Rubber Group and the Metals Group during 2000, 1999, and 1998 by the type of product in which each Group's components were utilized (dollar amounts in thousands):
YEARS ENDED DECEMBER 31 ----------------------- 2000 1999 1998 ---- ---- ---- Rubber Group: Automobiles and light trucks $ 96,243 90.9% $ 94,677 92.0% $ 84,098 90.8% Medical devices 9,282 8.7 8,037 7.8 8,245 8.9 Other 404 0.4 250 0.2 267 0.3 -------- ----- -------- ----- -------- ----- $105,929 100.0% $102,964 100.0% $ 92,610 100.0% ======== ===== ======== ===== ======== ===== Metals Group: Automobiles and light trucks $ 27,185 73.8% $ 24,911 67.2% $ 18,954 55.6% Industrial equipment 5,097 13.8 6,281 16.9 7,005 20.5 Computers and office equipment 1,696 4.6 1,921 5.2 3,109 9.1 Other 2,855 7.8 3,971 10.7 5,039 14.8 -------- ----- -------- ----- -------- ----- $ 36,833 100.0% $ 37,084 100.0% $ 34,107 100.0% ======== ===== ======== ===== ======== =====
MAJOR CUSTOMERS Our largest customer is Delphi Automotive Systems Corporation. During 2000, 1999, and 1998, net sales to Delphi totaled $30,000,000, $31,319,000, and $26,233,000, which represented 21.0%, 22.4%, and 20.7%, respectively, of our net sales. Net sales of rubber components and related tooling to Delphi during 2000, 1999, and 1998 represented 27.5%, 30.4%, and 28.3%, respectively, of the Rubber Group's net sales. During 1998, net sales to Prestolite Wire Corporation totaled $14,431,000, or 11.4% of our net sales and 15.6% of the Rubber Group's net sales. No other customer accounted for more than 10% of our net sales during 2000, 1999, or 1998. Loss of a significant amount of business from Delphi or any of our other large customers could have a material adverse effect on our operations if that business were not substantially replaced by additional business from existing or new customers. For information about our contractual arrangements with Delphi refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7. MARKETING AND SALES Our marketing and sales effort is carried out by management personnel and account managers. RAW MATERIALS Our principal raw materials are silicone and organic rubber compounds and aluminum, steel, and brass bars. Each of our principal raw materials has been readily available at competitive prices from several major manufacturers and we anticipate that those materials will continue to be readily available at competitive prices for the foreseeable future. - 2 - 5 PATENTS AND TRADEMARKS We do not currently hold any patents, trademarks, or licenses that we consider to be material to the success or operation of our business. SEASONAL VARIATIONS Our business generally is not subject to significant seasonal variation. BACKLOG Sales of our products are made pursuant to a variety of purchasing arrangements and practices. Customers regularly revise release schedules to correspond to their own production requirements. We believe that the aggregate value of scheduled releases outstanding on our books at any time cannot be considered firm backlog because those releases may be revised at any time. We also believe that increases or decreases in the aggregate value of scheduled releases are not necessarily indicative of any trend in our net sales. COMPETITION We compete for business primarily on the basis of quality, service, engineering capability, and price. We encounter substantial competition from a large number of manufacturing companies. Our competitors range from small and medium-sized specialized firms to large diversified companies, many of which have resources substantially greater than ours. Additionally, some of our customers have internal manufacturing operations that compete with us. RESEARCH AND DEVELOPMENT During 2000, 1999, and 1998, we spent approximately $850,000, $878,000, and $450,000, respectively, on our research and development activities. Our research and development activities include the following: - developing materials that cost less and perform better, - developing new, more efficient manufacturing processes, - improving quality and reducing scrap, - designing components to be easier to manufacture, and - designing components to perform better in their final application. PRODUCT LIABILITY RISKS We are subject to potential product liability risks inherent in the manufacture and sale of components. Although there are no claims against us that we believe will have a material adverse effect upon our business, financial position, or results of operations, we cannot assure you that any existing or future claims will not have a material adverse effect on us. Although we maintain insurance coverage for product liability, we cannot assure you that, in the event of a claim, the insurance coverage would - 3 - 6 automatically apply or that, in the event of an award arising out of a claim, the amount of the insurance coverage would be sufficient to satisfy the award. ENVIRONMENTAL COMPLIANCE Our operations are subject to numerous laws and regulations controlling the discharge of materials into the environment or otherwise relating to the protection of the environment. Although we make expenditures relating to the protection of the environment, compliance with environmental laws and regulations has not had a significant impact on our capital spending requirements, earnings, or competitive position. We cannot assure you that changes in environmental laws and regulations, or in the interpretation or enforcement of those laws and regulations, will not require material expenditures in the future. EMPLOYEES We believe that our employee relations are generally good. The following table shows the number of our employees at December 31, 2000, 1999, and 1998.
DECEMBER 31 ----------- 2000 1999 1998 ---- ---- ---- Rubber Group 869 886 816 Metals Group 416 374 463 Corporate Office 5 7 5 ----- ----- ----- 1,290 1,267 1,284 ===== ===== =====
At December 31, 2000, 1999, and 1998, employees at the Rubber Group included 66, 68, and 62 hourly workers, respectively, at one plant location that were subject to a collective bargaining agreement. During the first quarter of 2001, the employees at another location of the Rubber Group, with approximately 200 hourly workers, voted to be represented by a labor union. We anticipate that we will be negotiating with the union in the near future to develop a labor contract under a collective bargaining agreement. - 4 - 7 ITEM 2. PROPERTIES The following table shows the location and square footage of our manufacturing facilities at December 31, 2000:
SQUARE LOCATION FEET -------- ---- Rubber Group: Jasper, Georgia 101,000 LaGrange, Georgia 77,000 North Canton, Ohio 41,000 Vienna, Ohio 60,000 Rock Hill, South Carolina 60,000 ------- Total Rubber Group 339,000 ------- Metals Group: Casa Grande, Arizona 64,000 Lakewood, New York 91,000 Rochester, New York 60,000 ------- Total Metals Group 215,000 ------- Total Company 554,000 =======
All of our facilities, except those in Jasper, Georgia, and Rochester, New York, are encumbered by mortgages. All of our plants are general manufacturing facilities suitable for our operations. We believe that the facilities are adequate to meet our current operating needs. We occupy, in the aggregate, 6,000 square feet of office space for corporate executive and administrative purposes. We lease an office in Cleveland, Ohio, and reimburse an affiliate for the cost of leasing an office in New York City. ITEM 3. LEGAL PROCEEDINGS We are subject to various claims and legal proceedings covering a wide range of matters that arise in the ordinary course of our business activities. It is our policy to record accruals for claims and legal proceedings when we consider a loss to be probable and we can reasonably estimate the amount of that loss. The various actions to which we are or may be a party in the future are at various stages of completion. Although we cannot assure you as to the outcome of existing or potential litigation, we currently believe, based upon the information currently available to us, that the outcome of any of those actions would not have a material adverse effect upon our financial position. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS We did not submit any matters to a vote of security holders during the fourth quarter of 2000. - 5 - 8 PART II ITEM 5. MARKET FOR OUR COMMON STOCK AND OTHER STOCKHOLDER MATTERS Our common stock is traded in the over-the-counter market. At March 16, 2001, there were approximately 834 holders of record of our common stock. Trading in shares of our common stock is limited. During 2000 and 1999, trading data for our stock was available on the OTC Bulletin Board operated by the National Association of Securities Dealers, Inc. (NASD). The following table sets forth prices at which transactions in our common stock were reported on the OTC Bulletin Board:
YEARS ENDED DECEMBER 31 ----------------------- 2000 1999 ---- ---- HIGH LOW HIGH LOW ---- --- ---- --- First quarter $1.31 $1.05 $1.81 $1.19 Second quarter $1.25 $0.75 $1.81 $1.13 Third quarter $1.13 $0.97 $1.75 $1.19 Fourth quarter $1.22 $0.78 $1.38 $1.19
We are not able to determine whether retail markups, markdowns, or commissions were included in the above prices. We believe that twelve brokerage firms currently make a market in our common stock, although both bid and asked quotations may be limited. We have not paid dividends on our common stock since 1979, and we have no current plans to reinstate the payment of dividends. In addition, we are currently restricted from paying cash dividends on our common stock and on our series B preferred stock, and from redeeming any shares of series B preferred stock because a payment default exists on our senior subordinated notes. We are currently in arrears with respect to the payment of five dividends on the series B preferred stock that were due on March 15, June 15, September 15, and December 15, 2000, and March 15, 2001, and with respect to the redemption of 450 shares of series B preferred stock, at an aggregate redemption price of $90,000, that was scheduled for November 30, 2000. If we are in arrears with respect to six dividend payments on the series B preferred stock, the holders of the series B preferred stock will be entitled to elect two persons to our Board of Directors until the annual meeting of stockholders following the date on which all such arrearages have been paid in full. - 6 - 9 ITEM 6. SELECTED FINANCIAL DATA The following table sets forth selected consolidated financial data for each of the years in the five-year period ended December 31, 2000 (dollar amounts in thousands, except per share amounts). The financial data has been derived from our consolidated financial statements, which have been audited by Ernst & Young LLP, independent certified public accountants. This information is not necessarily indicative of the results of future operations and should be read in conjunction with, and is qualified by, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7, and our consolidated financial statements in Part II, Item 8.
YEARS ENDED DECEMBER 31 ----------------------- 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- SUMMARY OF OPERATIONS: Net sales $ 142,762 $ 140,048 $ 126,717 $ 118,631 $ 114,872 ========= ========= ========= ========= ========= Income from operations $ 6,653 $ 10,286 $ 7,198 $ 7,784 $ 8,565 Interest expense 9,913 9,632 9,772 9,065 8,542 Other income -- -- -- 425 -- Income tax provision (benefit) (161) 133 132 672 40 Extraordinary gain on repurchase of debt, net of applicable income taxes -- 1,542 -- -- -- --------- --------- --------- --------- --------- Net income (loss) $ (3,099) $ 2,063 $ (2,706) $ (1,528) $ (17) ========= ========= ========= ========= ========= Net income (loss) per diluted common share $ (0.65) $ 0.46 $ (0.65) $ (0.38) $ (0.02) ========= ========= ========= ========= ========= OTHER DATA: Depreciation and amortization included in operating expense $ 13,490 $ 12,728 $ 11,451 $ 9,838 $ 8,267 Net cash provided by operating activities $ 22,136 $ 5,624 $ 8,013 $ 7,529 $ 8,193 Earnings before interest, taxes, depreciation, and amortization $ 20,143 $ 23,014 $ 18,649 $ 17,622 $ 16,832 Capital expenditures $ 13,936 $ 10,328 $ 14,877 $ 15,790 $ 15,708
DECEMBER 31 2000 1999 1998 1997 1996 --------- --------- --------- --------- --------- FINANCIAL POSITION: Current assets $ 36,968 $ 37,503 $ 32,198 $ 31,828 $ 30,845 Current liabilities 117,147 116,460 40,228 36,003 35,167 --------- --------- --------- --------- --------- Net working capital deficit $ (80,179) $ (78,957) $ (8,030) $ (4,175) $ (4,322) ========= ========= ========= ========= ========= Total assets $ 110,289 $ 111,327 $ 108,325 $ 104,124 $ 97,030 Long-term debt, excluding current portion $ 104 $ 116 $ 74,953 $ 72,622 $ 65,148 Series B preferred stock $ 330 $ 330 $ 375 $ 420 $ 465 Total stockholders' deficit $ (9,536) $ (7,463) $ (9,451) $ (6,667) $ (5,057)
- 7 - 10 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Some of our statements in this section are "forward-looking statements," as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements usually can be identified by our use of words like "believes," "expects," "may," "will," "should," "anticipates," "estimates," "projects," or the negative thereof. They may be used when we discuss strategy, which typically involves risk and uncertainty, and they generally are based upon projections and estimates rather than historical facts and events. Forward-looking statements are subject to a number of risks and uncertainties that could cause our actual results or performance to be materially different from the future results or performance expressed in or implied by those statements. Some of those risks and uncertainties are: - increases and decreases in business awarded to us by our customers, - unanticipated price reductions for our products as a result of competition, - unanticipated operating results and cash flows, - increases or decreases in capital expenditures, - changes in economic conditions, - strength or weakness in the North American automotive market, - changes in the competitive environment, - changes in interest rates, - the possibility of product warranty claims, - labor interruptions at our facilities or at our customers' facilities, - the impact on our operations of the defaults on our indebtedness and the delays in paying our accounts payable, and - our inability to obtain additional borrowings or to refinance our existing indebtedness. Because we have substantial borrowings for a company our size and because those borrowings require us to make substantial interest and principal payments, any negative event may have a greater adverse effect upon us than it would have upon a company of the same size that has less debt. Our results of operations for any particular period are not necessarily indicative of the results to be expected for any one or more succeeding periods. The use of forward-looking statements should not be regarded as a representation that any of the projections or estimates expressed in or implied by those forward-looking statements will be realized, and - 8 - 11 actual results may vary materially. We cannot assure you that any of the forward-looking statements contained herein will prove to be accurate. All forward-looking statements are expressly qualified by the discussion above. RESULTS OF OPERATIONS -- COMPARISON OF 2000, 1999, AND 1998 The following table sets forth our consolidated operating results for 2000, 1999, and 1998 (dollar amounts in thousands):
YEARS ENDED DECEMBER 31 ----------------------- 2000 1999 1998 ---- ---- ---- Net sales $142,762 100.0% $140,048 100.0% $126,717 100.0% Cost of sales 125,186 87.7 117,609 84.0 108,513 85.6 -------- ----- -------- ----- -------- ----- Gross profit 17,576 12.3 22,439 16.0 18,204 14.4 Selling and administrative expenses 10,923 7.7 12,153 8.7 11,006 8.7 -------- ----- -------- ----- -------- ----- Income from operations 6,653 4.6 10,286 7.3 7,198 5.7 Add back: depreciation and amortization (1) 13,490 9.5 12,728 9.1 11,451 9.0 -------- ----- -------- ----- -------- ----- Earnings before interest, taxes, depreciation, and amortization (2) $ 20,143 14.1% $ 23,014 16.4% $ 18,649 14.7% ======== ==== ======== ==== ======== ==== Net cash provided by operating activities (3) $ 22,136 15.5% $ 5,624 4.0% $ 8,013 6.3% ======== ==== ======== ==== ======== ====
(1) Does not include amortization of deferred financing expenses, which totaled $216,000, $234,000, and $198,000, in 2000, 1999, and 1998, respectively, and which is included in interest expense in the consolidated financial statements. (2) Earnings before interest, taxes, depreciation, and amortization, which is commonly referred to as EBITDA, is not a measure of performance under accounting principles generally accepted in the United States and should not be used as a substitute for income from operations, net income, net cash provided by operating activities, or other operating or cash flow statement data prepared in accordance with generally accepted accounting principles. We have presented EBITDA because we believe that EBITDA is used by investors as supplemental information to evaluate the operating performance of a business, including its ability to incur and to service debt. In addition, our definition of EBITDA may not be the same as the definition of EBITDA used by other companies. (3) The calculation of net cash provided by operating activities is detailed in the consolidated statement of cash flows that is part of our consolidated financial statements in Part II, Item 8. - 9 - 12 The discussion that follows sets forth our analysis of the operating results of the Rubber Group, the Metals Group, and the corporate office. RUBBER GROUP The Rubber Group manufactures silicone and organic rubber components primarily for automotive industry customers. During 2000, 1999, and 1998, automotive industry customers of the Rubber Group represented 90.9%, 92.0%, and 90.8%, respectively, of the Rubber Group's net sales. Any material reduction in the level of activity in the automotive industry may have a material adverse effect on the results of operations of the Rubber Group and on our company as a whole. The three largest customers of the Rubber Group accounted for 48.6%, 50.9%, and 50.1% of the Rubber Group's net sales during 2000, 1999, and 1998, respectively. Loss of a significant amount of business from any of the Rubber Group's large customers could have a material adverse effect upon the Rubber Group and upon our company as a whole if that business were not substantially replaced by additional business from existing or new customers. The following table sets forth the operating results of the Rubber Group for 2000, 1999, and 1998 (dollar amounts in thousands):
YEARS ENDED DECEMBER 31 ----------------------- 2000 1999 1998 ---- ---- ---- Net sales $105,929 100.0% $102,964 100.0% $ 92,610 100.0% Cost of sales 89,508 84.5 82,405 80.0 73,209 79.0 -------- ----- -------- ----- -------- ----- Gross profit 16,421 15.5 20,559 20.0 19,401 21.0 Selling and administrative expenses 5,937 5.6 6,235 6.1 6,100 6.6 -------- ----- -------- ----- -------- ----- Income from operations 10,484 9.9 14,324 13.9 13,301 14.4 Add back: depreciation and amortization 8,554 8.1 8,096 7.9 7,476 8.0 -------- ----- -------- ----- -------- ----- Earnings before interest, taxes, depreciation, and amortization $ 19,038 18.0% $ 22,420 21.8% $ 20,777 22.4% ======== ==== ======== ==== ======== ====
During 2000, net sales of the Rubber Group increased by $2,965,000, or 2.9%, compared to 1999. This increase was primarily due to increased unit sales of connector seals for automotive wiring systems, and, to a lesser extent, increased unit sales of components for medical devices, offset, in part, by reduced sales of insulators for automotive ignition wire sets and price reductions on certain automotive components. During 2000, income from operations totaled $10,484,000, a decrease of $3,840,000, or 26.8%, compared to 1999. Cost of sales as a percentage of net sales increased during 2000 to 84.5% of net sales from 80.0% of net sales during 1999, primarily due to reduced operating efficiencies and increased levels of scrap at the Company's insulators division and higher employee benefit costs. In an attempt to improve operating performance at the insulators division, a number of management changes were effected during - 10 - 13 2000 and a consulting firm was retained to assist the management team of the insulators division in implementing improved operating systems. Cost of sales for 2000 included $1,013,000 of expenses related to the consulting firm's services. Selling and administrative expenses as a percentage of net sales decreased during 2000 compared to 1999, primarily because those expenses are partially fixed in nature, and because incentive compensation, consulting fees related to the installation of new computer systems, and foreign selling expenses all decreased when compared to 1999. During 2000, EBITDA decreased to $19,038,000, a decrease of $3,382,000, or 15.1%, compared to 1999. During 1999, net sales of the Rubber Group increased by $10,354,000, or 11.2%, compared to 1998. This increase was primarily due to increased unit sales of connector seals for automotive wiring systems and, to a lesser extent, increased unit sales of insulators for automotive ignition wire sets and components for medical devices, offset, in part, by reduced sales of tooling and by price reductions on certain automotive components. During 1999, income from operations totaled $14,324,000, an increase of $1,023,000, or 7.7%, compared to 1998. The Rubber Group's operating results for 1999 and 1998 included credits to cost of sales of $219,000 and $622,000, respectively, resulting from special rebates from the State of Ohio Bureau of Workers' Compensation, which represented the Company's share of excess funds distributed by the Bureau. If the special rebates were excluded from the Rubber Group's operating results for 1999 and 1998, income from operations would have increased by $1,426,000 or 11.2%, and cost of sales as a percentage of net sales would have been 80.2% during 1999 compared to 79.7% during 1998. Selling and administrative expenses as a percentage of net sales decreased during 1999 compared to 1998, primarily because those expenses are partially fixed in nature. EBITDA increased to $22,420,000, or 21.8% of net sales, in 1999 from $20,777,000, or 22.4% of net sales, in 1998. Excluding the special rebates from the Rubber Group's EBITDA for 1999 and 1998, EBITDA was $22,201,000, or 21.6% of net sales, in 1999, compared to $20,155,000, or 21.8% of net sales, in 1998. Delphi Automotive Systems Corporation is the Rubber Group's largest customer. During 2000, the Rubber Group's net sales to Delphi totaled $29,126,000, which represented 27.5% of the Rubber Group's net sales. Substantially all of the Rubber Group's sales to Delphi are connector seals for automotive wiring systems. For the last four years, most of the connector seals that we sold to Delphi were subject to a multi-year agreement that expires on December 31, 2001. Under the terms of that agreement and several similar agreements that expire at later dates: - we sell and Delphi purchases approximately 100% of Delphi's requirements for all specified components, - we warrant that the components will remain competitive in terms of technology, design, and quality, - 11 - 14 - the selling prices of the components are adjusted to reflect increases or decreases in material costs, and - the selling prices of the components are reduced by agreed-upon percentages in each of the years covered by the agreements. During the third quarter of 2000, Delphi requested and we offered a proposal for a multi-year extension of our agreements that would entail substantial price reductions on a number of high-volume components. Although Delphi has not accepted our proposal at this time, we currently believe that: - Delphi will extend the agreements to December 31, 2006, - after December 31, 2001, Delphi will insource approximately $3,600,000 of components that we currently produce, - we will give Delphi approximately $5,500,000 of annual price reductions that will become effective at various times during 2001, - we will achieve annual cost savings of approximately $1,600,000 as a result of reduced material costs and changes in our manufacturing processes, - Delphi will purchase certain new tooling that will permit us to make those changes in our manufacturing processes, and - substantial new business awarded to the connector seals division by Delphi and other customers and scheduled to begin production in 2001 and subsequent years will generate incremental profits that will, in conjunction with the above mentioned cost savings, offset a major portion of the reduction in profitability caused by the proposed price reductions. We cannot assure you that Delphi will accept our proposal or that, if they accept our proposal, the consequences will be as set forth above. METALS GROUP The Metals Group manufactures aluminum die castings and machines components from aluminum, brass, and steel bars. During 2000, 1999, and 1998, net sales to automotive industry customers represented 73.8%, 67.2%, and 55.6%, respectively, of the Metals Group's net sales. Any material reduction in the level of activity in the automotive industry may have a material adverse effect on the results of operations of the Metals Group and on our company taken as a whole. The three largest customers of the Metals Group accounted for 49.9%, 50.0%, and 35.3% of the Metals Group's net sales during 2000, 1999, and 1998, respectively. Loss of a significant amount of business from any of the Metals Group's large customers could have a material adverse effect upon the Metals Group and upon our company taken as a whole if that business were not substantially replaced by additional business from existing or new customers. Since 1997, we have been implementing a strategy designed to improve the profitability and growth potential of the Metals Group by eliminating the production of a large number of diverse, short-run components and by building productive capacity to manufacture higher-volume components for customers in target markets. The repositioning has entailed a shift to a new customer base and has - 12 - 15 required that our manufacturing facilities be structured and equipped to run high-volume parts efficiently and accurately. The repositioning of the Metals Group has caused us to experience underabsorption of fixed overhead expenses resulting from the cutback in short-run business. Additionally, the Metals Group has incurred expenses for the implementation of improved quality systems, expenses related to moving equipment and upgrading buildings, costs related to establishing relationships with major new customers, and costs resulting from inefficiencies experienced during the rollout of new products. Certain of these factors and the fact that new, high-volume business is limited at this stage of the transition adversely affected the results of operations of the Metals Group during 2000, 1999, and 1998. In May 1999, the Company closed a 21,000 square foot diecasting facility in Manchester, New York. During 1999, and 1998, the Manchester facility had net sales of $935,000, and $2,258,000, respectively, and losses from operations of $186,000 and $237,000, respectively. During 1999, the Company recorded expenses related to the closure and disposal of the facility in the amount of $553,000, of which $507,000 was charged to cost of sales and $46,000 was charged to selling and administrative expenses. The expenses were comprised of $335,000 for the write-down of plant and equipment, $107,000 of employee severance payments, and $111,000 of other plant closing costs. At December 31, 2000, the book value of the Manchester assets remaining to be disposed of totaled $161,000. The Company presently anticipates that it will complete the disposal of the Manchester assets during 2001. The following table sets forth the operating results of the Metals Group for 2000, 1999, and 1998 (dollar amounts in thousands):
YEARS ENDED DECEMBER 31 ----------------------- 2000 1999 1998 ---- ---- ---- Net sales $ 36,833 100.0% $ 37,084 100.0% $ 34,107 100.0% Cost of sales 35,678 96.9 35,204 94.9 35,304 103.5 ---------- ----- ---------- ----- ---------- ----- Gross profit (loss) 1,155 3.1 1,880 5.1 (1,197) (3.5) Selling and administrative expenses 2,741 7.4 3,472 9.4 2,877 8.4 ---------- ----- ---------- ----- ---------- ----- Loss from operations (1,586) (4.3) (1,592) (4.3) (4,074) (11.9) Add back: depreciation and amortization 4,849 13.2 4,585 12.4 3,957 11.6 ---------- ----- ---------- ----- ---------- ----- Earnings before interest, taxes, depreciation, and amortization $ 3,263 8.9% $ 2,993 8.1% $ (117) (0.3)% ========== === ========== === ========== ====
During 2000, net sales of the Metals Group decreased by $251,000, or 0.7%, compared to 1999. This decrease resulted primarily from a reduction in low-volume business, the shutdown of the Manchester facility, and reduced sales of tooling, partially offset by increases in sales of higher-volume components. - 13 - 16 The Metals Group recorded a loss from operations of $1,586,000 during 2000, compared to a loss from operations of $1,592,000 during 1999. The loss for 2000 included a loss of $325,000 on the disposal and write-down of assets held for sale, which was charged to cost of sales. The loss for 1999 included a loss from operations of $186,000 and closure costs of $553,000 related to the Manchester facility. Excluding the $325,000 loss on the disposal and write-down of assets held for sale during 2000, and $507,000 of Manchester closure expenses that were charged to cost of sales during 1999, cost of sales as a percentage of net sales increased from 93.6% during 1999 to 96% during 2000, primarily due to higher employee compensation costs, higher costs for production supplies, and increased depreciation expense. Selling and administrative expenses as a percentage of net sales decreased during 2000 compared to 1999, primarily due to reduced consulting fees related to the installation of new computer systems, the elimination of certain expenses as a result of the shutdown of the Metals Group's facility in Manchester, New York, and reduced incentive compensation. During 2000, EBITDA increased to $3,263,000, an increase of $270,000, or 9.0%, compared to 1999. During 1999, net sales of the Metals Group increased by $2,977,000, or 8.7%, compared to 1998. This increase resulted primarily from increased unit sales of automotive components and increased tooling sales, offset, in part, by the effects of the shutdown of the Manchester facility and of the reduction in low-volume business. During 1999, the Metals Group incurred a loss from operations of $1,592,000, compared to a loss from operations of $4,074,000 during 1998. If the $553,000 of closure costs related to the Manchester facility were excluded from the Metals Group's operating results, the Metals Group would have incurred a loss from operations of $1,039,000 during 1999. If the $507,000 of closure expenses charged to cost of sales during 1999 were excluded from the Metals Group's operating results, cost of sales as a percentage of net sales would have decreased from 103.5% during 1998 to 93.6% during 1999, primarily due to increased absorption of fixed manufacturing overhead, which resulted from higher sales levels, and a reduction in direct labor costs as a percentage of net sales, which resulted from improved operating efficiencies and increased utilization of skilled equipment operators who had been retained during prior periods of lower sales volume. Selling and administrative expenses as a percentage of net sales increased during 1999, primarily because of costs related to the installation of new computer systems during 1999 and because selling and administrative expenses for 1998 were reduced by $170,000, due to the settlement of certain litigation for less than had been previously reserved. EBITDA increased to $2,993,000, or 8.1% of net sales, in 1999 from negative $117,000, or negative 0.3% of net sales, in 1998. Excluding the $553,000 of closure expenses related to the Manchester facility, EBITDA for 1999 was $3,546,000, or 9.6% of net sales. CORPORATE OFFICE Corporate office expenses, which are not included in the operating results of the Rubber Group or the Metals Group, represent administrative expenses incurred primarily at our New York and Cleveland offices. Corporate office expenses are consolidated with the selling and administrative expenses of the Rubber Group and the Metals Group in our consolidated financial statements. - 14 - 17 The following table sets forth the operating results of the corporate office for 2000, 1999, and 1998 (dollar amounts in thousands):
YEARS ENDED DECEMBER 31 2000 1999 1998 ---- ---- ---- Loss from operations $ (2,245) $ (2,446) $ (2,029) Add back: depreciation and amortization (1) 87 47 18 ---------- ---------- ---------- Earnings before interest, taxes, depreciation, and amortization $ (2,158) $ (2,399) $ (2,011) ========== ========== ==========
(1) Excludes amortization of deferred financing expenses, which totaled $216,000, $234,000, and $198,000, in 2000, 1999, and 1998, respectively, and which is included in interest expense in the consolidated financial statements. Corporate office expenses declined in 2000, primarily because no management incentive compensation was accrued for corporate office personnel in 2000. INTEREST EXPENSE During 2000, 1999, and 1998, interest expense totaled $9,913,000, $9,632,000, and $9,772,000, respectively. During 2000, 1999, and 1998, interest expense included amortization of deferred financing expenses of $216,000, $234,000, and $198,000, respectively. The increase in interest expense in 2000 was caused primarily by higher rates of interest on our floating rate indebtedness and our senior unsecured notes. EXTRAORDINARY GAIN During 1999, we recorded an extraordinary gain, net of the related income tax provision, of $1,542,000 on the repurchase of $4,308,000 principal amount of our senior subordinated notes. INCOME TAX PROVISION (BENEFIT) During 2000, the income tax benefit totaled $161,000, which consisted primarily of the refund of federal income tax expensed in a prior period. During 1999, the income tax provision was $526,000 of which $133,000 related to our income from operations and $393,000 related to the extraordinary gain on the repurchase of debt. During 1999, the income tax provision consisted primarily of federal alternative minimum taxes. During 1998, the income tax provision consisted primarily of state income taxes. For additional information concerning income taxes and related matters, see Note 9 to the consolidated financial statements in Part II, Item 8. - 15 - 18 LIQUIDITY AND CAPITAL RESOURCES OPERATING ACTIVITIES During 2000, our operating activities provided $22,136,000 of cash. Accounts receivable decreased by $4,186,000. This decrease was caused primarily by a decrease in net sales during December 2000 compared to December 1999, and an unusual year-end build-up in accounts receivable during 1999. Accounts payable increased by $8,396,000. This increase was caused primarily by our decision to delay the payment of accounts payable in order to preserve liquidity. Our ability to continue to delay the payment of accounts payable is dependent upon the continued forbearance of numerous vendors and the willingness of certain vendors to continue to provide us with goods and services despite delays in payment. We currently do not have funds available to make material reductions in the level of accounts payable. Any effort by significant trade creditors to collect past due accounts payable could force us to seek relief from our creditors under the Federal bankruptcy code. Any unwillingness of significant vendors to continue to provide us with goods and services could cause us to be unable to meet the requirements of our customers. Either of the foregoing events could have a material adverse effect on our results of operations and financial position. INVESTING ACTIVITIES During 2000, our investing activities used $13,836,000 of cash, primarily for capital expenditures. The following table sets forth capital expenditures for the Rubber Group, the Metals Group, and the corporate office during 2000, 1999, and 1998 (dollar amounts in thousands):
YEARS ENDED DECEMBER 31 2000 1999 1998 ---- ---- ---- Rubber Group: Equipment $ 9,160 $ 7,201 $ 8,277 Land and buildings 1,195 307 105 ---------- ---------- ---------- 10,355 7,508 8,382 ---------- ---------- ---------- Metals Group: Equipment 3,542 2,542 6,184 Land and buildings 38 169 238 ---------- ---------- ---------- 3,580 2,711 6,422 ---------- ---------- ---------- Corporate office: Equipment 1 109 73 Land and buildings - - - ---------- ---------- ---------- 1 109 73 ---------- ---------- ---------- Total company: Equipment 12,703 9,852 14,534 Land and buildings 1,233 476 343 ---------- ---------- ---------- $ 13,936 $ 10,328 $ 14,877 ========== ========== ==========
- 16 - 19 We presently project that capital expenditures will total approximately $7,300,000 in 2001, including $7,000,000 for equipment and $300,000 for land and buildings. Capital expenditures for the Rubber Group and the Metals Group are projected to total approximately $5,200,000 and $2,100,000, respectively, during 2001. We project that approximately $1,500,000 will be expended to rebuild or replace existing equipment, and approximately $5,800,000 will be expended to effect cost reductions and expand productive capacity. At December 31, 2000, we had outstanding commitments to purchase plant and equipment of approximately $4,357,000. FINANCING ACTIVITIES During 2000, our financing activities used $8,243,000 of cash, primarily to make scheduled monthly payments on our secured, amortizing term loans. During 2000, we obtained new term loans in the aggregate amount of $2,460,000, which refinanced loans outstanding under our revolving line of credit. Net borrowings under our revolving line of credit, which are classified as short-term debt, decreased by $2,291,000 during 2000, primarily as a result of reduced borrowing availability, due to the reduction in accounts receivable at December 31, 2000. On February 1, 2000, our junior subordinated convertible notes, in the aggregate principal amount of $1,000,000, were converted into 440,000 shares of common stock. LIQUIDITY We finance our operations with cash from operating activities and a variety of financing arrangements, including term loans and loans under our revolving line of credit. Our ability to borrow under our revolving line of credit, which expires on April 1, 2002, is subject to covenant compliance and certain availability formulas based on the levels of our accounts receivable and inventories. At March 28, 2001, availability under our revolving line of credit totaled $2,498,000 before outstanding checks of $1,110,000 were deducted. We have substantial borrowings for a company our size. Because those borrowings require us to make substantial interest and principal payments, any negative event may have a greater adverse effect upon us than if we had less debt. We are in default in the payment of our senior subordinated notes, which have a principal amount of $27,412,000 and accrued interest, as of December 31, 2000, of $4,951,000. In addition, we have secured term notes with scheduled balloon maturities during 2001 of $2,351,000, and $1,370,000 of secured term notes and $7,847,000 of unsecured term notes that have been extended to mature during the second quarter of 2001. Excluding the debt listed above, there are $8,365,000 of scheduled principal payments during 2001 on our secured, amortizing term loans. We estimate that, if our debt is not restructured or refinanced, the interest expense on all of our debt during 2001, at existing contractual rates, would be approximately $9,400,000. As discussed in more detail below, we are in the process of negotiating extensions of all of our matured and maturing debt. Although there can be no assurance that we will be successful in this effort, if we were to complete these extensions on the proposed terms, which are set forth below, we estimate that our monthly interest expense would increase by approximately $160,000. - 17 - 20 If we are to complete the extensions of our matured and maturing debt, it will be necessary to renegotiate our senior, secured financing arrangements in order to provide financing for our on-going capital expenditure requirements and to reduce our accounts payable to levels that are considered customary for the industries in which we operate. If we are unable to obtain adequate financing to reduce our accounts payable to these levels, we may be required to negotiate with certain of our trade creditors to further extend the payment dates of our past-due accounts payable. We can give you no assurance that we will be able to obtain the necessary financing or extensions of past-due accounts payable. If we are unable to do so, we may be forced to seek relief from our creditors under the Federal bankruptcy code. Any proceeding under the Federal bankruptcy code could have a material adverse effect on our results of operations and financial position. Based upon our current business plan, even if we are unable to complete the proposed extensions of our matured and maturing debt, we believe that we will have adequate financing to meet our working capital and capital expenditure requirements and the scheduled payments on our secured, amortizing term loans through the end of 2001, and to make gradual reductions in our past-due accounts payable, without the need for additional borrowings, if: - the holders of our senior subordinated notes do not take action to enforce their rights against us, - none of our significant trade creditors take action to collect past-due accounts payable or refuse to continue to provide us with goods and services, - the holders of our 12% secured term note, our senior unsecured note, and our junior subordinated note are willing to continue to grant waivers and extensions similar to those granted previously, - the holders of our secured, amortizing term loans are willing to continue to grant waivers similar to those granted previously and to extend the scheduled balloon maturities during 2001, and - the lenders under our revolving line of credit are willing to continue to grant waivers similar to those granted previously and to continue to provide revolving loans in accordance with the availability formulas presently in effect. We had a net working capital deficit of $80,179,000 at December 31, 2000, compared to a net working capital deficit of $78,957,000 at December 31, 1999. The working capital deficit exists primarily because: - our senior subordinated notes, which have an aggregate principal balance of $27,412,000, matured during the first half of 2000 and our 12% secured term note, our senior unsecured note, and our junior subordinated note, which have an aggregate principal balance of $9,217,000, were originally scheduled to mature during 2000 but have been extended for three month intervals; consequently, all of this indebtedness was classified as current liabilities in our consolidated financial statements at December 31, 2000 and 1999; and - the long-term portions of our secured, amortizing term loans were classified as current liabilities at December 31, 2000 and 1999, because at each of those dates, the lenders had granted waivers, for a period of less than one year, of defaults on those term loans related to the payment default on the senior subordinated notes. - 18 - 21 Substantially all of our assets are pledged as collateral for certain of our indebtedness. Certain of our financing arrangements contain covenants with respect to the maintenance of minimum levels of working capital, net worth, and cash flow coverage and other covenants that place certain restrictions on our business and operations, including covenants relating to the incurrence or assumption of additional debt, the level of past-due trade accounts payable, the sale of all or substantially all of our assets, the purchase of plant and equipment, the purchase of common stock, the redemption of preferred stock, and the payment of cash dividends. In addition, substantially all of our financing arrangements include cross-default provisions. From time to time, our lenders have agreed to waive or amend certain of the financial covenants contained in our various loan agreements in order to maintain or otherwise ensure our current or future compliance. A covenant requiring a minimum level of working capital, as defined in the covenant, was amended once during 2000. A covenant that limits the amount of past due accounts payable has been amended three times over the past year, most recently through June 29, 2001. A covenant requiring a minimum level of tangible net worth was amended twice during the past year, most recently through June 30, 2001. A covenant requiring a minimum level of cash flow coverage, as defined in the covenant, has been amended through June 30, 2001. We cannot assure you that our lenders will agree to waive or amend these covenants in the future. In the event that we are not in compliance with any of our covenants in the future and our lenders do not agree to amend or waive those covenants, the lenders would have the right to declare the indebtedness under their loan agreements to be immediately due and payable and the violation might trigger cross-default provisions under substantially all of our other indebtedness. In those circumstances, the holders of that indebtedness, would have, among other things, the right to declare the indebtedness to be immediately due and payable, in which event, we might be required to consider alternatives, including seeking relief from our creditors under the Federal bankruptcy code. Any proceeding under the Federal bankruptcy code could have a material adverse effect on our results of operations and financial position. On December 28, 1999, we commenced a consent solicitation seeking consents of the holders of our senior subordinated notes to an extension of the maturity date of the notes from February 1, 2000, to February 1, 2003, and providing for certain increases in the interest rate payable on the notes. The consent solicitation expired on December 29, 2000, without our having received the requisite consents. Since February 1, 2000, we have held numerous discussions with the four largest holders of the senior subordinated notes. In March 2001, we reached agreement in principle with the four largest holders of the senior subordinated notes on the terms of a restructuring of the senior subordinated notes. The major terms of the agreement in principle are set forth below: - conversion of the accrued and unpaid interest on the senior subordinated notes, which aggregated $4,951,000 at December 31, 2000, into additional senior subordinated notes, - an extension of the maturity date to December 31, 2004, - an increase in the interest rate to 14% for the period from the effective date of the restructuring through December 31, 2001, and to 15% thereafter, - a change in the frequency of interest payments from semi-annual to quarterly, and - a number of changes in financial covenants, primarily designed to reduce our ability to incur additional debt, pay cash dividends, and redeem capital stock. - 19 - 22 If the restructuring becomes effective, we have agreed to pay a consent fee to each holder that consents to the restructuring in the amount of 3% of the principal amount of that holder's senior subordinated notes and to issue warrants to purchase, in the aggregate, approximately 3% of our outstanding common stock. Since February 1, 2000, the holders of substantially all of our indebtedness other than the senior subordinated notes have waived cross-default provisions with respect to the default on the senior subordinated notes and have granted extensions of loans that have been scheduled to mature. The actions of the various lenders are set forth below. - The lenders providing loans under our revolving line of credit and the lenders providing secured, amortizing term loans have waived the cross-default provisions with respect to the default on the senior subordinated notes through May 1, 2001, and have amended certain covenants to eliminate defaults that would otherwise have occurred because all of our secured, amortizing term loans were classified as current liabilities in our consolidated financial statements. - The holder of our 12% secured term note, in the outstanding principal amount of $1,370,000, has extended the maturity date of that note from January 31, 2000, to April 30, 2001; that note has no cross-default provision with respect to the default on the senior subordinated notes. - The holder of our senior unsecured note, in the outstanding principal amount of $7,500,000, has extended the maturity date of that note from February 1, 2000, to May 1, 2001, and has waived the cross-default provisions with respect to the default on the senior subordinated notes. During 2000, we reached a non-binding agreement with the holder of our senior unsecured note on a proposed amendment to the terms of the senior unsecured note. In connection with that non-binding agreement, the effective interest rate on the note increased to 12-1/2% for the nine-month period ending May 1, 2001. We have recently made a revised proposal to amend the terms of the senior unsecured note. The principal terms of the proposal are the following: - an extension of the maturity date to December 31, 2004, - an increase in the interest rate to 13% for the period from the effective date of the amendment through December 31, 2001, with a further increase to 14% thereafter, and - quarterly principal payments of $625,000, commencing on March 31, 2002. We have offered to pay an amendment fee of 2% of the principal amount of the senior unsecured note. The holder of the senior unsecured note has not yet responded to our proposal. - The holder of our junior subordinated notes, in the outstanding principal amount of $347,000, has extended the maturity date of those notes from May 1, 2000, to May 1, 2001, has deferred five quarterly interest payments on those notes to May 1, 2001, and has waived the cross-default provision with respect to the default on the senior subordinated notes. - 20 - 23 - The holders of our junior subordinated convertible notes, which were outstanding on December 31, 1999, in the aggregate principal amount of $1,000,000, have deferred one quarterly interest payment on those notes to May 1, 2001, and have waived the cross-default provision with respect to the default on the senior subordinated notes. On February 1, 2000, the junior subordinated convertible notes were converted into 440,000 shares of our common stock. Since February 1, 2000, we have made all scheduled payments of interest and principal on all of our indebtedness as extended, other than the senior subordinated notes, and we have continued to borrow under our revolving line of credit and have received new term loans secured by equipment in the aggregate principal amount of $4,460,000 under two of our equipment lines of credit. Although, as mentioned above, we expect to begin shortly a consent solicitation seeking consent of the holders of the senior subordinated notes to amendments that reflect the terms of our agreement in principle with the four largest holders of the senior subordinated notes, we can give you no assurance that we will be able to obtain the necessary consents, nor can we give you any assurance that we will be able to reach an agreement for an extension of our senior unsecured note, to negotiate extensions of our past-due accounts payable, or to renegotiate our senior secured financing arrangements on terms satisfactory to us. If we are unable to do so, we may be forced to seek relief from our creditors under the Federal bankruptcy code. Any proceeding under the Federal bankruptcy code could have a material adverse effect on our results of operations and financial position. INFLATION We generally attempt to pass through fluctuations in raw material costs to our customers; however, many of our customers will not accept price increases from us to compensate for increases in labor and overhead expenses that result from inflation. To offset inflationary increases in costs that we cannot pass through to our customers and to maintain or improve our operating margins, we attempt to improve our production efficiencies and manufacturing processes. ENVIRONMENTAL MATTERS We have been named from time to time as one of numerous potentially responsible parties or third-party defendants under applicable environmental laws for restoration costs at waste-disposal sites, and as a defendant or potential defendant in various other environmental law matters. It is our policy to record accruals for matters of these types when we deem a loss to be probable and we can reasonably estimate the amount of that loss. The various actions to which we are or may in the future be a party are at various stages of completion; although we can give you no assurance as to the outcome of existing or potential environmental litigation, based upon the information currently available to us, we believe that the outcome thereof will not have a material adverse effect upon our financial position. You will find information concerning certain other commitments and contingencies affecting us in "Note 12 - Commitments and Contingencies" in the notes to our consolidated financial statements in Part II, Item 8. QUARTERLY FINANCIAL DATA For quarterly financial data please refer to "Note 16 - Quarterly Financial Data" in the notes to our consolidated financial statements in Part II, Item 8. - 21 - 24 RECENTLY ISSUED ACCOUNTING STANDARDS UNITED STATES SECURITIES AND EXCHANGE COMMISSION STAFF ACCOUNTING BULLETIN 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS On December 31, 2000, the company adopted "United States Securities and Exchange Commission Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements" ("SAB 101"), which summarizes the staff's views regarding the accounting for selected revenue recognition issues in accordance with accounting principles generally accepted in the United States. Our adoption of SAB 101 during the fourth quarter of 2000 did not affect our results of operations or financial position. STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended ("FAS 133"), requires all derivative instruments to be recognized on the balance sheet at fair value. We must adopt FAS 133 no later than January 1, 2001. We believe that our adoption of FAS 133 during the first quarter of 2001 will not have a material effect on our results of operations or financial position. - 22 - 25 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We do not invest in or trade market risk sensitive instruments. We also do not have any foreign operations or any significant amount of foreign sales and, therefore, we believe that our exposure to foreign currency exchange rate risk is minimal. At December 31, 2000, we had $46,380,000 of outstanding floating-rate debt at interest rates equal to either LIBOR plus 2-1/2%, LIBOR plus 2-3/4%, or the prime rate. Currently we do not purchase derivative financial instruments to hedge or reduce our interest rate risk. As a result, changes in either LIBOR or the prime rate affect the rates at which we borrow funds under these agreements. At December 31, 2000, we had outstanding $42,720,000 of fixed-rate, long-term debt with a weighted-average interest rate of 12.1%, of which $39,083,000 has matured or is scheduled to mature during 2001. If we are able to refinance or extend the matured or maturing debt, it will be at interest rates that are significantly higher than the weighted-average interest rate on the matured or maturing debt. We have reached an agreement in principle with the holders of approximately 75% of our $27,412,000 of outstanding senior subordinated notes to extend the maturity date of those notes from February 1, 2000, to December 31, 2004, to issue additional senior subordinated notes in payment of accrued and unpaid interest on the notes through the effective date of the proposed amendment, and to increase the interest rate on the senior subordinated notes to 14% for the period from the effective date of the proposed amendment through December 31, 2001, and to 15% thereafter. We have also proposed to extend the maturity date of our $7,500,000 senior unsecured note from May 1, 2001, to December 31, 2004, and to increase the interest rate thereon to 13% from the effective date of the amendment through December 31, 2001, and to 14% thereafter. If we are successful in our effort to negotiate extensions of our matured and maturing debt on the proposed terms discussed above and in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity" in Part II, Item 7, we estimate that our monthly interest expense would increase by approximately $160,000. We recommend that you also read "Note 5 - Debt" in the notes to our consolidated financial statements in Part II, Item 8. - 23 - 26 THIS PAGE INTENTIONALLY LEFT BLANK - 24 - 27 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA TABLE OF CONTENTS
Page ---- Report of Independent Auditors.................................. 26 Consolidated Statement of Operations for the Years Ended December 31, 2000, 1999, and 1998............................ 27 Consolidated Balance Sheet at December 31, 2000 and 1999........ 28 Consolidated Statement of Stockholders' Deficit for the Years Ended December 31, 2000, 1999, and 1998............. 30 Consolidated Statement of Cash Flows for the Years Ended December 31, 2000, 1999, and 1998............................. 31 Notes to Consolidated Financial Statements...................... 32
- 25 - 28 REPORT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders Lexington Precision Corporation and Subsidiaries We have audited the accompanying consolidated balance sheet of Lexington Precision Corporation and its subsidiaries at December 31, 2000 and 1999, and the related consolidated statements of operations, stockholders' deficit, and cash flows for each of the three years in the period ended December 31, 2000. Our audits also included the financial statement schedule contained in Part IV, Item 14, of the Company's report on Form 10-K. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Lexington Precision Corporation and its subsidiaries at December 31, 2000 and 1999, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. The accompanying consolidated financial statements have been prepared assuming that Lexington Precision Corporation will continue as a going concern. As more fully described in Notes 1 and 5, the Company has approximately $89,000,000 of short-term debt, including $27,412,000 principal amount of senior subordinated notes that matured on February 1, 2000, and that have not been paid. Substantial doubt exists about the Company's ability to refinance, extend, amend, or exchange such obligations. As a result, there is substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments to the amounts or classifications of assets or liabilities to reflect this uncertainty. ERNST & YOUNG LLP Cleveland, Ohio March 30, 2001 - 26 - 29 LEXINGTON PRECISION CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
YEARS ENDED DECEMBER 31 ----------------------- 2000 1999 1998 ---- ---- ---- Net sales $ 142,762 $ 140,048 $ 126,717 Cost of sales 125,186 117,609 108,513 --------- --------- --------- Gross profit 17,576 22,439 18,204 Selling and administrative expenses 10,923 12,153 11,006 --------- --------- --------- Income from operations 6,653 10,286 7,198 Interest expense 9,913 9,632 9,772 --------- --------- --------- Income (loss) before income taxes and extraordinary item (3,260) 654 (2,574) Income tax provision (benefit) (161) 133 132 --------- --------- --------- Income (loss) before extraordinary item (3,099) 521 (2,706) Extraordinary gain on repurchase of debt, net of applicable income taxes -- 1,542 -- --------- --------- --------- Net income (loss) $ (3,099) $ 2,063 $ (2,706) ========= ========= ========= Per share data: Basic and diluted income (loss) before extraordinary item $ (0.65) $ 0.10 $ (0.65) Extraordinary gain on repurchase of debt, net of applicable income taxes -- 0.36 -- --------- --------- --------- Basic and diluted net income (loss) available to common stockholders $ (0.65) $ 0.46 $ (0.65) ========= ========= ==========
See notes to consolidated financial statements. - 27 - 30 LEXINGTON PRECISION CORPORATION CONSOLIDATED BALANCE SHEET (THOUSANDS OF DOLLARS)
DECEMBER 31 ----------- 2000 1999 ---- ---- ASSETS: Current assets: Cash $ 65 $ 8 Accounts receivable 19,912 24,098 Inventories 11,109 9,492 Prepaid expenses and other current assets 3,833 2,229 Deferred income taxes 2,049 1,676 -------- -------- Total current assets 36,968 37,503 -------- -------- Plant and equipment: Land 2,348 1,570 Buildings 24,022 23,566 Equipment 106,004 96,694 -------- -------- 132,374 121,830 Accumulated depreciation 69,596 60,041 -------- -------- Plant and equipment, net 62,778 61,789 -------- -------- Excess of cost over net assets of businesses acquired, net 8,147 8,462 -------- -------- Other assets, net 2,396 3,573 -------- -------- $110,289 $111,327 ======== ========
See notes to consolidated financial statements. (continued on next page) - 28 - 31 LEXINGTON PRECISION CORPORATION CONSOLIDATED BALANCE SHEET (CONTINUED) (THOUSANDS OF DOLLARS)
DECEMBER 31 2000 1999 ---- ---- LIABILITIES AND STOCKHOLDERS' DEFICIT: Current liabilities: Accounts payable $ 16,993 $ 8,597 Accrued expenses 11,158 9,794 Short-term debt 88,984 98,057 Current portion of long-term debt 12 12 --------- --------- Total current liabilities 117,147 116,460 --------- --------- Long-term debt, excluding current portion 104 116 --------- --------- Deferred income taxes and other long-term liabilities 2,244 1,884 --------- --------- Series B preferred stock, $100 par value, at redemption value 660 660 Excess of redemption value over par value (330) (330) --------- --------- Series B preferred stock at par value 330 330 --------- --------- Stockholders' deficit: Common stock, $0.25 par value, 10,000,000 shares authorized, 4,828,036 and 4,348,951 shares issued at December 31, 2000 and 1999, respectively 1,207 1,087 Additional paid-in-capital 12,960 12,160 Accumulated deficit (23,703) (20,493) Cost of common stock in treasury, 85,915 shares at December 31, 1999 -- (217) --------- --------- Total stockholders' deficit (9,536) (7,463) --------- --------- $ 110,289 $ 111,327 ========= =========
See notes to consolidated financial statements. - 29 - 32 LEXINGTON PRECISION CORPORATION CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998 (THOUSANDS OF DOLLARS)
ADDITIONAL TOTAL COMMON PAID-IN- ACCUMULATED TREASURY STOCKHOLDERS' STOCK CAPITAL DEFICIT STOCK DEFICIT ----- ------- ------- ----- ------- Balance at December 31, 1997 $ 1,087 $ 12,313 $(19,850) $ (217) $ (6,667) ======== ======== ======== ======== ======== Net loss -- -- (2,706) -- (2,706) Preferred stock dividends and redemptions -- (78) -- -- (78) -------- -------- -------- -------- -------- Balance at December 31, 1998 $ 1,087 $ 12,235 $(22,556) $ (217) $ (9,451) ======== ======== ======== ======== ======== Net income -- -- 2,063 -- 2,063 Preferred stock dividends and redemptions -- (75) -- -- (75) -------- -------- -------- -------- -------- Balance at December 31, 1999 $ 1,087 $ 12,160 $(20,493) $ (217) $ (7,463) ======== ======== ======== ======== ======== Net loss -- -- (3,099) -- (3,099) Issuance of 125,000 shares of restricted stock 10 (90) (137) 217 -- Amortization of restricted stock grants -- -- 26 -- 26 Conversion of junior subordinated notes into 440,000 shares of common stock 110 890 -- -- 1,000 -------- -------- -------- -------- -------- Balance at December 31, 2000 $ 1,207 $ 12,960 $(23,703) $ -- $ (9,536) ======== ======== ======== ======== ========
See notes to consolidated financial statements. - 30 - 33 LEXINGTON PRECISION CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (THOUSANDS OF DOLLARS)
YEARS ENDED DECEMBER 31 ----------------------- 2000 1999 1998 ---- ---- ---- OPERATING ACTIVITIES: Net income (loss) $ (3,099) $ 2,063 $ (2,706) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Extraordinary gain on repurchase of debt -- (1,935) -- Depreciation 12,059 10,971 10,001 Amortization included in operating expense 1,431 1,757 1,450 Amortization included in interest expense 216 234 198 Changes in operating assets and liabilities that provided (used) cash: Accounts receivable 4,186 (6,261) (258) Inventories (1,617) 678 (1,139) Prepaid expenses and other assets (1,093) (99) 747 Accounts payable 8,396 (2,694) (1,337) Accrued expenses 1,364 449 850 Other 293 461 207 -------- -------- -------- Net cash provided by operating activities 22,136 5,624 8,013 -------- -------- -------- INVESTING ACTIVITIES: Purchases of plant and equipment (13,936) (10,328) (14,877) Decrease (increase) in equipment deposits 447 (231) 261 Proceeds from sales of equipment 313 162 913 Expenditures for tooling owned by customers (1,076) (697) (1,901) Other 416 170 570 -------- -------- -------- Net cash used by investing activities (13,836) (10,924) (15,034) -------- -------- -------- FINANCING ACTIVITIES: Net increase (decrease) in short-term debt (2,291) 8,473 4,155 Proceeds from issuance of long-term debt 2,460 15,567 8,891 Repayment of long-term debt (8,254) (16,092) (6,003) Repurchase of debt -- (2,373) -- Other (158) (370) (127) -------- -------- -------- Net cash provided (used) by financing activities (8,243) 5,205 6,916 -------- -------- -------- Net increase (decrease) in cash 57 (95) (105) Cash at beginning of year 8 103 208 -------- -------- -------- Cash at end of year $ 65 $ 8 $ 103 ======== ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest paid $ 6,214 $ 9,618 $ 9,567 Income taxes paid $ 113 $ 96 $ 136
See notes to consolidated financial statements - 31 - 34 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Lexington Precision Corporation and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. USE OF ESTIMATES The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. INVENTORIES Inventories are valued at the lower of cost (first-in, first-out method) or market. Inventory levels by principal classification are set forth below (dollar amounts in thousands):
DECEMBER 31 ----------- 2000 1999 ---- ---- Finished goods $ 5,067 $3,565 Work in process 2,677 2,503 Raw materials and purchased parts 3,365 3,424 ------- ------ $11,109 $9,492 ======= ======
PLANT AND EQUIPMENT Plant and equipment are carried at cost less accumulated depreciation. Depreciation is calculated principally on the straight-line method over the estimated useful lives of the various assets (15 to 32 years for buildings and 3 to 8 years for equipment). When property is retired or otherwise disposed of, the related cost and accumulated depreciation are eliminated. Maintenance and repair expenses are charged against income as incurred, while major improvements that increase the useful life of plant and equipment are capitalized. Maintenance and repair expenses were $7,817,000, $6,099,000, and $5,169,000 for 2000, 1999, and 1998, respectively. EXCESS OF COST OVER NET ASSETS OF BUSINESSES ACQUIRED The excess of cost over net assets of businesses acquired (goodwill) is amortized on the straight-line method, principally over 40 years. At December 31, 2000 and 1999, accumulated amortization of goodwill was $3,842,000 and $3,527,000, respectively. During 2000, 1999, and 1998, amortization of goodwill totaled $315,000, $316,000, and $316,000, respectively. The Company assesses the recoverability of goodwill and other long-lived assets, when events or changes in circumstances indicate that the carrying amount may be impaired, by evaluating whether the anticipated undiscounted - 32 - 35 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS future cash flows of the related business will be sufficient to recover the carrying amount over the remaining useful life of the asset. If the future undiscounted cash flows are not adequate to recover the carrying value of an asset over its remaining life, the carrying amount of that asset is adjusted to its fair value. DEFERRED FINANCING EXPENSES Deferred financing expenses are amortized over the lives of the related debt instruments. RESEARCH AND DEVELOPMENT EXPENSES Research and development expenses are recorded as expenses in the year incurred. These costs totaled approximately $850,000, $878,000, and $450,000 during 2000, 1999, and 1998, respectively. NET INCOME OR LOSS PER COMMON SHARE Basic net income or loss per common share is computed using the weighted-average number of common shares outstanding. Diluted net income or loss per share is calculated after giving effect to all potential common shares that were dilutive, using the treasury stock method. Potential common shares are securities (such as convertible debt securities and convertible preferred stock) that do not have a current right to participate in earnings but could do so in the future by virtue of their option or conversion rights. For purposes of the net income or loss per common share calculations, net income or loss has been reduced by preferred stock dividends declared and the amount by which the redemption value of preferred shares redeemed exceeds the par value of such shares. REVENUE RECOGNITION Substantially all of the Company's revenues result from the sale of rubber and metal components. The Company recognizes revenue from the sale of components upon shipment and passage of title to customers according to shipping schedules and terms of sale mutually agreed to by the Company and its customers. STOCK BASED EMPLOYEE COMPENSATION PLAN The Company has a restricted stock award plan that permits it to award restricted shares of its common stock to officers and key employees. Shares awarded under the plan are accounted for in accordance with the provisions of "Accounting Principles Board Opinion Number 25, Accounting for Stock Issued to Employees" (APB 25). Compensation expense equal to the market value of the shares on the date of grant is charged to earnings over the vesting period of the shares, while the unamortized value of the restricted shares is recorded as a reduction of stockholders' equity. UNITED STATES SECURITIES AND EXCHANGE COMMISSION STAFF ACCOUNTING BULLETIN 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS On December 31, 2000, the company adopted "United States Securities and Exchange Commission Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements" ("SAB 101"), which summarizes the staff's views regarding the accounting for selected revenue recognition issues in accordance with accounting principles generally accepted in the United States. The adoption of - 33 - 36 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SAB 101 by the Company did not affect the results of operations or the financial position of the Company. STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended ("FAS 133"), requires all derivative instruments to be recognized on the balance sheet at fair value. FAS 133 must be adopted by the Company no later than January 1, 2001. The Company believes that the adoption of FAS 133 will not affect the results of operations or the financial position of the Company. BASIS OF PRESENTATION The Company's consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is in default on the senior subordinated notes because it did not make the payments of principal, in the amount of $27,412,000, and interest, in the amount of $1,748,000, that were due on February 1, 2000. On December 28, 1999, the Company had commenced a consent solicitation seeking consents of the holders of the senior subordinated notes to an extension of the maturity date of the senior subordinated notes to February 1, 2003, and providing for certain increases in the interest rate payable on the notes. The consent solicitation expired on December 29, 2000. During March 2001, the Company reached agreement in principle with the four largest holders of the senior subordinated notes on the terms of a restructuring of the senior subordinated notes. The major terms of the agreement in principle are set forth below: - conversion of the accrued and unpaid interest on the senior subordinated notes, which aggregated $4,951,000 at December 31, 2000, into additional senior subordinated notes, - an extension of the maturity date to December 31, 2004, - an increase in the interest rate to 14% for the period from the effective date of the restructuring through December 31, 2001, and to 15% thereafter, - a change in the frequency of interest payments from semi-annual to quarterly, and - a number of changes in financial covenants, primarily designed to reduce the Company's ability to incur additional debt, pay cash dividends, and redeem capital stock. If the restructuring becomes effective, the Company will pay a consent fee to each holder that consents to the restructuring in the amount of 3% of the principal amount of that holder's senior subordinated notes and issue warrants to purchase, in the aggregate, approximately 3% of the Company's outstanding common stock. Since February 1, 2000, the holders of substantially all of the Company's indebtedness other than the senior subordinated notes have waived cross-default provisions with respect to the default on the - 34 - 37 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS senior subordinated notes and have granted extensions of loans that have been scheduled to mature. The actions of the various lenders are set forth below. - The lenders providing loans under the Company's revolving line of credit and the lenders providing secured, amortizing term loans have waived the cross-default provisions with respect to the default on the senior subordinated notes through May 1, 2001, and have amended certain covenants to eliminate defaults that would otherwise have occurred because all of the Company's secured, amortizing term loans were classified as current liabilities in the Company's consolidated financial statements. - The holder of the Company's 12% secured term note, in the outstanding principal amount of $1,370,000, has extended the maturity date of that note from January 31, 2000, to April 30, 2001; that note has no cross-default provision with respect to the default on the senior subordinated notes. - The holder of the Company's senior unsecured note, in the outstanding principal amount of $7,500,000, has extended the maturity date of that note from February 1, 2000, to May 1, 2001, and has waived the cross-default provisions with respect to the default on the senior subordinated notes. During 2000, the Company reached a non-binding agreement with the holder of the senior unsecured note on a proposed amendment to the terms of the senior subordinated note. In connection with that non-binding agreement, the effective interest rate on the note increased to 12-1/2% for the nine-month period ending May 1, 2001. The Company recently made a revised proposal to amend the terms of the senior unsecured note. The principal terms of that proposal are the following: - an extension of the maturity date to December 31, 2004, - an increase in the interest rate to 13% for the period from the effective date of the amendment through December 31, 2001, with a further increase to 14% thereafter, - quarterly principal payments of $625,000, commencing on March 31, 2002. The Company has offered to pay an amendment fee of 2% of the principal amount of the senior unsecured note. The holder of the senior unsecured note has not yet responded to the Company's proposal. - The holder of the Company's junior subordinated notes, in the outstanding principal amount of $347,000, has extended the maturity date of those notes from May 1, 2000, to May 1, 2001, has deferred five quarterly interest payments on those notes to May 1, 2001, and has waived the cross-default provision with respect to the default on the senior subordinated notes. - The holders of the Company's junior subordinated convertible notes, which were outstanding on December 31, 1999, in the aggregate principal amount of $1,000,000, have deferred one quarterly interest payment on those notes to May 1, 2001, and have waived the cross-default provision with respect to the default on the senior subordinated - 35 - 38 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS notes. On February 1, 2000, the junior subordinated convertible notes were converted into 440,000 shares of our common stock. If the Company is to complete the extensions of its matured and maturing debt, it will be necessary to renegotiate its senior, secured financing arrangements in order to provide financing for on-going capital expenditure requirements and to reduce accounts payable to levels that are considered customary for the industries in which it operates. If the Company is unable to obtain adequate financing to reduce its accounts payable to these levels, it may be required to negotiate with certain of its trade creditors to further extend the payment dates of its past-due accounts payable. There can be no assurance that the Company will be able to obtain the necessary financing or extensions of past-due accounts payable. Since February 1, 2000, the Company has made all scheduled payments of interest and principal on all of its indebtedness, as extended, other than the senior subordinated notes, and has continued to borrow under its revolving line of credit and has received new term loans secured by equipment in the aggregate principal amount of $4,460,000 under two of its equipment lines of credit. Although, as mentioned above, the Company expects to begin shortly a consent solicitation seeking consent of the holders of the senior subordinated notes to an amendment that reflects the terms of the agreement in principle with the four largest holders of the senior subordinated notes, the Company can give no assurance that it will be able to obtain the necessary consents, to reach an agreement for an extension of the senior unsecured notes, to negotiate an extension of past-due accounts payable, or to renegotiate its senior, secured financing arrangements on satisfactory terms. If the Company is unable to do so, it may be forced to seek relief from its creditors under the Federal bankruptcy code. Any proceeding under the Federal bankruptcy code could have a material adverse effect on the Company's results of operations and financial position. RECLASSIFICATIONS Certain amounts in the 1999 consolidated financial statements have been reclassified to conform to the presentation for 2000. NOTE 2 -- PREPAID EXPENSES AND OTHER CURRENT ASSETS At December 31, 2000 and 1999, other current assets included $1,972,000 and $1,477,000, respectively, of tooling manufactured or purchased by the Company pursuant to purchase orders issued by customers of the Company. Upon customer approval of the components produced by such tooling, which normally takes less than 90 days, the customer is obligated to pay for the tooling in accordance with previously agreed-upon terms. NOTE 3 -- OTHER NONCURRENT ASSETS The Company has paid for a portion of the cost of certain tooling that was purchased by customers and is being used by the Company to produce components under long-term supply arrangements. The payments have been recorded as a noncurrent asset and are being amortized on a straight-line basis over three years or, if shorter, the period during which the tooling is expected to produce components. At December 31, 2000 and 1999, other noncurrent assets included $1,284,000 and - 36 - 39 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS $1,299,000, respectively, representing the unamortized portion of such capitalized payments. During 2000, 1999, and 1998, the Company amortized $1,090,000, $1,441,000, and $1,134,000, respectively, of such capitalized payments. NOTE 4 -- ACCRUED EXPENSES Accrued expenses at December 31, 2000 and 1999, are summarized below (dollar amounts in thousands):
DECEMBER 31 ----------- 2000 1999 ---- ---- Employee fringe benefits $ 3,914 $ 4,067 Salaries and wages 817 1,746 Interest 5,234 1,751 Taxes 848 1,257 Other 345 973 -------- ------- $ 11,158 $ 9,794 ======== =======
NOTE 5 -- DEBT Debt at December 31, 2000 and 1999, is set forth below (dollar amounts in thousands):
DECEMBER 31 ----------- 2000 1999 ---- ---- Short-term debt: Revolving line of credit $ 19,177 $ 21,468 Secured, amortizing term loans 33,178 38,960 12% secured term note 1,370 1,370 Senior unsecured note 7,500 7,500 Senior subordinated notes 27,412 27,412 Junior subordinated notes 347 1,347 ---------- ----------- Subtotal 88,984 98,057 Plus current portion of long-term debt 12 12 ---------- ----------- Total short-term debt 88,996 98,069 ---------- ----------- Long-term debt: Other 116 128 Less current portion 12 12 ---------- ----------- Total long-term debt 104 116 ---------- ----------- Total debt $ 89,100 $ 98,185 ========== ===========
REVOLVING LINE OF CREDIT The loans outstanding under the revolving line of credit at December 31, 2000 and 1999, have been classified as short-term debt because the Company's cash receipts are automatically used to reduce such loans on a daily basis, by means of a lock-box sweep arrangement, and the lender has the ability to - 37 - 40 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS modify certain terms of the revolving line of credit without the approval of the Company. The loans are also classified as short-term at December 31, 2000 and 1999, because at each of those dates the Company's lenders had granted waivers, for a period of less than one year, of the cross-default provisions of the revolving line of credit with respect to the default on the senior subordinated notes. At December 31, 2000, availability under the revolving line of credit totaled $2,378,000, before outstanding checks of $1,039,000 were deducted. At December 31, 2000, loans outstanding under the revolving line of credit accrued interest at the London Interbank Offered Rate (LIBOR) plus 2-1/2% and the prime rate. At December 31, 2000, 1999, and 1998, the weighted-average interest rates on borrowings under the revolving line of credit were 9.24%, 8-1/2%, and 8%, respectively. The loans outstanding under the Company's revolving line of credit are collateralized by substantially all of the assets of the Company, including accounts receivable, inventories, equipment, certain real estate, and the stock of Lexington Rubber Group, Inc., a subsidiary of the Company. SECURED, AMORTIZING TERM LOANS Secured, amortizing term loans outstanding at December 31, 2000 and 1999, are set forth below (dollar amounts in thousands):
DECEMBER 31 ----------- 2000 1999 ---- ---- Term loans payable in equal monthly principal installments based on a 180-month amortization schedule, final maturities in 2001, 8.37% $2,454 $2,688 Term loans payable in equal monthly principal installments, final maturities in 2002, LIBOR plus 2-3/4% (9.3% at December 31, 2000) 1,091 1,837 Term loan payable in equal monthly principal installments based on a 180-month amortization schedule, final maturity in 2002, 9.37% 1,191 1,298 Term loan payable in equal monthly principal installments based on a 180-month amortization schedule, final maturity in 2002, 9% 2,330 2,531 Term loans payable in equal monthly principal installments, final maturity in 2002, prime rate and LIBOR plus 2-1/2% (9.24% at December 31, 2000) 1,222(1) 2,139(1) Term loan, payable in equal monthly principal installments, final maturity in 2003, prime rate (9.5% at December 31, 2000) 409 590 Term loan payable in equal monthly principal installments, final maturity in 2003, prime rate and LIBOR plus 2-1/2% (9.24% at December 31, 2000) 251(1) 371(1) Term loan payable in equal monthly principal installments, final maturity in 2003, LIBOR plus 2-3/4% (9.52% at December 31, 2000) 747 1,067 Term loans payable in equal monthly principal installments, final maturity in 2004, LIBOR plus 2-3/4% (9.3% at December 31, 2000) 1,145 1,479
(continued on next page) - 38 - 41 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued from previous page)
DECEMBER 31 ----------- 2000 1999 ---- ---- Term loan payable in equal monthly principal installments, final maturity in 2004, prime rate and LIBOR plus 2-1/2% (9.34% at December 31, 2000) 928 1,199 Term loans payable in equal monthly principal installments, final maturity in 2004, prime rate and LIBOR plus 2-1/2% (9.24% at December 31, 2000) 9,136(1) 11,947(1) Term loan payable in equal monthly principal installments, final maturity in 2005, LIBOR plus 2-1/2% (9.06% at December 31, 2000) 1,027 -- Term loan payable in equal monthly principal installments, final maturity in 2005, prime rate and LIBOR plus 2-1/2% (9.24% at December 31, 2000) 1,094(1) 1,336(1) Term loan payable in equal monthly principal installments, final maturity in 2006, prime rate at December 31, 2000 (9.5% at December 31, 2000) 435 518 Term loans payable in equal monthly principal installments, final maturity in 2006, prime rate and LIBOR plus 2-1/2% (9.24% at December 31, 2000) 5,422(1) 6,430(1) Term loans payable in equal monthly principal installments, final maturity in 2007, prime rate and LIBOR plus 2-1/2% (9.24% at December 31, 2000) 4,296(1) 3,530 ------- ------- $33,178 $38,960 ======= =======
(1) Maturity date can be accelerated by the lender if the Company's revolving line of credit expires prior to the stated maturity date of the term loan. At December 31, 2000 and 1999, the scheduled principal payments on the secured, amortizing term loans that were payable within one year totaled $10,716,000 and $8,037,000, respectively. In addition, the portions of the secured, amortizing term loans that are due more than one year after the date of the consolidated financial statements were classified as short-term debt because the Company's lenders had granted waivers, for a period of less than one year, of the cross-default provisions of such term loans with respect to the default on the senior subordinated notes. The secured, amortizing term loans are collateralized by substantially all of the assets of the Company, including accounts receivable, inventories, equipment, certain real estate, and the stock of Lexington Rubber Group, Inc. SENIOR UNSECURED NOTE The senior unsecured note, due May 1, 2001, bore interest at 10-1/2% per annum until July 31, 2000. The effective interest rate increased to 12-1/2% on August 1, 2000. The holder of this note has waived, until May 1, 2001, the cross-default provision of this note with respect to the default on the - 39 - 42 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS senior subordinated notes. These notes are senior in right of payment to the senior subordinated notes and the junior subordinated notes. SENIOR SUBORDINATED NOTES The senior subordinated notes, due February 1, 2000, are unsecured obligations of the Company that are subordinated in right of payment to all of the Company's existing and future secured debt and to the payment of the senior unsecured note. The senior subordinated notes currently bear interest at 12-3/4% per annum. On February 1, 2000, the Company did not make the payments of interest and principal then due on the senior subordinated notes in the amounts of $1,748,000 and $27,412,000, respectively. For a more detailed discussion of the status of the senior subordinated notes, refer to Note 1, "Summary of Significant Accounting Policies, Basis of Presentation." JUNIOR SUBORDINATED NOTES The junior subordinated convertible notes and the junior subordinated nonconvertible notes are unsecured obligations of the Company. The $1,000,000 principal amount of junior subordinated convertible notes were converted into 440,000 shares of common stock on February 1, 2000. The junior subordinated nonconvertible notes are due on May 1, 2001, and are subordinated in right of payment to all existing and future secured debt of the Company, the senior unsecured note, and the senior subordinated notes. The junior subordinated notes currently bear interest at 14% per annum. The holders of the junior subordinated notes have deferred until May 1, 2001, the interest payments that were due on February 1, 2000, and have waived their cross-default provisions with respect to the default on the senior subordinated notes. RESTRICTIVE COVENANTS Certain of the Company's financing arrangements contain covenants that set minimum levels of working capital, net worth, and cash flow coverage. The covenants also place certain restrictions and limitations on the Company's business and operations, including the incurrence or assumption of additional debt, the level of past-due trade accounts payable, the sale of all or substantially all of the Company's assets, the purchase of plant and equipment, the purchase of common stock, the redemption of preferred stock, and the payment of cash dividends. In addition, substantially all of the Company's financing agreements include cross-default provisions. From time to time, the Company's lenders have agreed to waive or amend certain of the financial covenants contained in our various loan agreements in order to maintain or otherwise ensure our current or future compliance. A covenant requiring a minimum level of working capital, as defined in the covenant, was amended once during 2000. A covenant that limits the amount of past due accounts payable has been amended three times over the past year, most recently through June 29, 2001. A covenant requiring a minimum level of tangible net worth was amended twice during the past year, most recently through June 30, 2001. A covenant requiring a minimum level of cash flow coverage, as defined in the covenant, has been amended through June 30, 2001. We cannot assure you that the Company's lenders will agree to waive or amend these covenants in the future. In the event that the Company is not in compliance with any of its covenants in the future and the Company's lenders do not agree to amend or waive those covenants, the lenders would have the right to declare the indebtedness under their loan agreements to be immediately due and payable and the violation might trigger cross-default provisions under substantially all of the Company's other indebtedness. In those circumstances, the holders of that - 40 - 43 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS indebtedness, would, among other things, have the right to declare the indebtedness to be immediately due and payable, in which event, the Company might be required to consider alternatives, including seeking relief from the Company's creditors under the Federal bankruptcy code. Any proceeding under the Federal bankruptcy code could have a material adverse effect upon the Company's results of operations and financial position. For a more detailed discussion of recent amendments to and waivers of the Company's various loan agreements, refer to Note 1, "Summary of Significant Accounting Policies, Basis of Presentation." FAIR VALUE OF FINANCIAL INSTRUMENTS The Company believes that, at December 31, 2000, the fair values of the secured, amortizing term loans and the loans outstanding under the revolving line of credit approximated the principal amounts of such loans. Since January 1, 2000, the Company is unaware of any trading activity in the senior subordinated notes. The Company has no basis to express an opinion as to the fair market value of the senior unsecured notes, the senior subordinated notes, or the junior subordinated notes. FINANCIAL LEVERAGE AND LIQUIDITY The Company has substantial borrowings for its size. Because those borrowings require the Company to make substantial interest and principal payments, any negative event may have a greater adverse effect upon the Company than if it had less debt. The Company is in default in the payment of its senior subordinated notes, which have a principal amount of $27,412,000 and accrued and unpaid interest, as of December 31, 2000, of $4,951,000. In addition, the Company has secured term notes with scheduled balloon maturities during 2001 of $2,351,000 and $1,370,000 of secured term notes and $7,847,000 of unsecured term notes that have been extended to mature during the second quarter of 2001. Excluding the debt listed above, there are $8,365,000 of scheduled principal payments during 2001 on the Company's secured, amortizing term loans. The Company estimates that the interest expense on all of its debt during 2001, at existing contractual notes, would be approximately $9,400,000. NOTE 6 -- PREFERRED STOCK SERIES B PREFERRED STOCK At December 31, 2000, there were outstanding 3,300 shares of the Company's $8 cumulative convertible preferred stock, series B, par value $100 per share. Each share of series B preferred stock is (1) entitled to one vote, (2) redeemable for $200 plus accumulated and unpaid dividends, (3) convertible into 14.8148 shares of common stock (subject to adjustment), and (4) entitled, upon voluntary or involuntary liquidation and after payment of the debts and other liabilities of the Company, to a liquidation preference of $200 plus accumulated and unpaid dividends. Redemptions of $90,000 are scheduled on November 30 of each year in order to retire 450 shares of series B preferred stock annually. The Company failed to make the scheduled redemption in the amount of $90,000 for 450 shares of series B preferred stock on November 30, 2000, as discussed in more detail below. Including the 450 shares of series B preferred stock that the Company did not redeem on November 30, 2000, scheduled redemptions of series B preferred stock during the years 2001 through 2005 aggregate $540,000. For accounting purposes, when series B preferred stock is redeemed, the series B preferred stock account is reduced by the $100 par value of each share redeemed, and paid-in-capital is charged for the $100 excess of - 41 - 44 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS redemption value over par value of each share redeemed. Under the terms of the series B preferred stock, the Company may not declare any cash dividends on its common stock if there exists a dividend arrearage on the series B preferred stock. As more fully discussed in Note 1, the Company did not make the payments of interest and principal on the senior subordinated notes that were due on February 1, 2000, in the amounts of $1,748,000 and $27,412,000, respectively. As a result, the Company is prohibited from making any dividend payments on or redemptions of the series B preferred stock until it cures the payment default. At December 31, 2000, the Company was in arrears on the payment of four dividends and the redemption of 450 shares of series B preferred stock in the amount of $26,000 and $90,000, respectively. If six dividend payments are in arrears at any time, the holders of the series B preferred stock would be entitled to elect two members to the Company's board of directors until the annual meeting of stockholders following the date on which all accumulated but unpaid dividends have been eliminated. OTHER AUTHORIZED PREFERRED STOCK The Company's restated certificate of incorporation provides that the Company is authorized to issue 2,500 shares of 6% cumulative convertible preferred stock, series A, par value $100 per share. At December 31, 2000 and 1999, no shares of the series A preferred stock had been issued. The Company's restated certificate of incorporation also provides that the Company is authorized to issue 2,500,000 shares of other preferred stock having a par value of $1 per share. At December 31, 2000 and 1999, no shares of the $1 par value preferred stock had been issued. NOTE 7 -- COMMON STOCK COMMON STOCK, $.25 PAR VALUE At December 31, 2000 and 1999, there were 4,828,036 and 4,263,036 shares of the Company's common stock outstanding, respectively. At December 31, 2000, 48,889 shares were reserved for issuance on the conversion of the series B preferred stock, and 132,500 shares were reserved for issuance under the Company's restricted stock award plan. In January 2000, the Compensation Committee of the Company's Board of Directors awarded to key employees of the Company, under the Restricted Stock Award Plan, 125,000 shares of common stock, of which 85,915 represented treasury shares and 39,085 shares represented authorized but previously unissued shares. In February 2000, the holders of the Company's junior subordinated convertible notes converted the $1,000,000 principal amount of the notes into 440,000 shares of the Company's common stock in accordance with the terms of the notes. Because the Company is currently in default in respect of the senior subordinated notes, the Company cannot pay cash dividends on, or redeem any shares of, its capital stock. - 42 - 45 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS RESTRICTED STOCK AWARD PLAN The Company has a restricted stock award plan which permits it to award restricted shares of common stock to officers and other key employees. During 1999 and 1998, no shares of restricted common stock were awarded or outstanding. In January 2000, the Compensation Committee of the Board of Directors awarded 125,000 shares of restricted common stock to key employees of the Company. Under the terms of the restricted stock award plan, the restricted shares vest over a period set by the Compensation Committee, which generally does not exceed five years. The individuals who receive restricted shares are entitled to receive cash dividends (if any) and to vote their unvested shares. Unless otherwise amended, the restricted stock award plan will expire on December 31, 2001. NOTE 8 -- EMPLOYEE BENEFIT PLANS RETIREMENT AND SAVINGS PLAN The Company maintains a retirement and savings plan pursuant to Section 401 of the Internal Revenue Code (a "401(k)" plan). All employees of the Company are entitled to participate in the 401(k) plan after meeting the eligibility requirements. Generally, employees may contribute up to 15% of their annual compensation but not more than prescribed amounts established by the United States Secretary of the Treasury. Employee contributions, up to a maximum of 6% of an employee's compensation, are matched 50% by the Company. During 2000, 1999, and 1998, matching contributions made by the Company totaled $696,000, $682,000, and $574,000, respectively. In addition, the Company has the option to make a profit-sharing contribution to the 401(k) plan. The size of the profit-sharing contribution is set annually at the end of each plan year by the Company's Board of Directors and is typically paid in March of the following year. The consolidated financial statements include provisions for profit-sharing contributions totaling $665,000 and $650,000 for 1999 and 1998, respectively. There was no provision for a profit sharing contribution for 2000. Company contributions to the 401(k) plan vest at a rate of 20% per year commencing in the participant's third year of service until the participant becomes fully vested after seven years of service. INCENTIVE COMPENSATION PLAN The Company has an incentive compensation plan that provides for the payment of annual cash bonus awards to certain officers and key employees of the Company. The Compensation Committee of the Company's Board of Directors, which consists of two directors who are not employees of the Company, oversees the administration of the incentive compensation plan and approves the cash bonus awards. Bonus awards for eligible divisional employees are typically based upon the attainment of predetermined profit targets at each division. Bonus awards for corporate officers are typically based upon the attainment of predetermined consolidated profit targets. The consolidated financial statements include provisions for bonuses totaling $349,000, $1,062,000, and $878,000 for 2000, 1999, and 1998, respectively. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS The Company maintains programs to fund certain costs related to a prescription drug card program for retirees of one of its former divisions and to fund insurance premiums for certain retirees of one of its divisions. At December 31, 2000, the Company's accumulated postretirement benefit obligation - 43 - 46 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS totaled $361,000. The Company is amortizing its transition obligation over the remaining life expectancy of the participants, which equates to an annual rate of $57,000. A reconciliation of the changes in the Company's post-retirement obligations at December 31, 2000 and 1999, is set forth below (dollar amounts in thousands):
DECEMBER 31 ----------- 2000 1999 ---- ---- Accumulated postretirement benefit obligation at beginning of year $ 304 $ 328 Service cost -- 2 Interest cost 23 20 Benefits paid (47) (40) Actuarial (gain) loss 81 (6) ----- ----- Accumulated postretirement benefit obligation at end of year 361 304 Plan assets at fair market value -- -- ----- ----- Funded status 361 304 Unrecognized transition obligation (236) (293) Unrecognized net gain 112 217 ----- ----- Accrued benefit cost $ 237 $ 228 ===== =====
Net annual postretirement benefit costs for 2000, 1999, and 1998 are summarized below (dollar amounts in thousands):
YEARS ENDED DECEMBER 31 ----------------------- 2000 1999 1998 --- --- --- Service cost $-- $ 2 $ 2 Interest cost 23 20 24 Net amortization and deferral 33 31 35 --- --- --- Net annual postretirement benefit cost $56 $53 $61 === === ===
The weighted-average annual rate of increase in the per capita cost of covered benefits for the prescription drug card program is assumed to be 7-1/2% in 2000 and is projected to increase to 11% in 2001 and then to decrease gradually thereafter until it reaches 5% in 2009. Changing the assumed rate of increase in the prescription drug cost by one percentage point in each year would not have a significant effect on the accumulated postretirement benefit obligation. The Company's program to fund certain insurance premiums for retirees of one of its divisions has a defined dollar benefit and is therefore unaffected by increases in health care costs. The weighted-average discount rates used in determining the accumulated postretirement benefit obligation at December 31, 2000 and 1999, were 7.75% and 8%, respectively. The change in the discount rate at December 31, 2000, reflects lower prevailing interest rates. - 44 - 47 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 -- INCOME TAXES The components of the provisions for income taxes in 2000, 1999, and 1998 are set forth below (dollar amounts in thousands):
YEARS ENDED DECEMBER 31 ----------------------- 2000 1999 1998 ---- ---- ---- Current: Federal $(214) $ 157 $ -- State 53 (24) 132 ----- ----- ----- (161) 133 132 Deferred: Federal -- -- -- ----- ----- ----- Income tax provision (benefit) $(161) $ 133 $ 132 ===== ===== =====
During 2000, the income tax benefit totaled $161,000, which consisted primarily of the refund of federal income tax expensed in a prior period. During 1999, the income tax provision was $526,000, of which $133,000 related to income from operations and $393,000 related to the extraordinary gain on the repurchase of debt. During 1999, the income tax provision consisted primarily of federal alternative minimum taxes. During 1998, the income tax provision consisted primarily of state income taxes. The difference between the Company's income tax provision (benefit) in 2000, 1999, and 1998 and the income taxes that would have been payable at the federal statutory rate is reconciled as follows (dollar amounts in thousands):
YEARS ENDED DECEMBER 31 ----------------------- 2000 1999 1998 ---- ---- ---- Federal statutory income tax provision $ (1,108) $ 222 $ (875) Change in valuation allowance 963 (150) 1,164 Amortization of nondeductible goodwill 107 107 107 State income taxes, net of federal benefit 57 (14) 87 Adjustment of prior year's tax (214) - - Other 34 (32) (351) ---------- -------- --------- Income tax provision (benefit) $ (161) $ 133 $ 132 ========== ======== =========
- 45 - 48 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table sets forth the deferred tax assets and the deferred tax liabilities of the Company at December 31, 2000 and 1999 (dollar amounts in thousands):
DECEMBER 31 ----------- 2000 1999 ---- ---- Deferred tax assets: Tax carryforwards: Federal net operating losses $ 4,983 $ 3,829 State net operating losses 1,783 1,569 Federal alternative minimum taxes 1,552 1,766 Investment tax credit 101 101 Other tax credit 81 81 ------- ------- Total tax carryforwards 8,500 7,346 Asset loss reserves 142 444 Tax inventory over book 579 347 Deferred compensation liabilities 40 44 Vacation accruals 333 318 Other accruals 249 226 Deferred financing costs and other 27 27 ------- ------- Total deferred tax assets 9,870 8,752 Valuation allowance (6,128) (5,165) ------- ------- Net deferred tax assets 3,742 3,587 Deferred tax liabilities - tax over book depreciation 3,742 3,587 ------- ------- Net deferred taxes $ -- $ -- ======= =======
During 2000, the Company's valuation allowance increased by $963,000, primarily due to the net loss incurred by the Company during 2000. At December 31, 2000, the Company had net operating loss carryforwards for federal income tax purposes of $14,656,000, which expire in the years 2005 through 2015, and alternative minimum tax credits of $1,552,000, which can be used to offset future payments of regular federal income taxes, if any, without any time limitations. NOTE 10 -- SEGMENTS DESCRIPTION OF SEGMENTS AND PRODUCTS The Company has two operating segments, the Rubber Group and the Metals Group. The Rubber Group produces seals used in automotive wiring systems, insulators for automotive ignition wire sets, components for medical devices, and molds used to produce components for the Company's customers. The Metals Group manufactures aluminum die castings and machines components from aluminum, brass, and steel bars, for sale primarily to automotive suppliers, industrial equipment manufacturers, and manufacturers of computer and office equipment. The Rubber Group and the Metals Group conduct substantially all of their business in the continental United States. - 46 - 49 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MEASUREMENT OF SEGMENT PROFIT OR LOSS The Company evaluates performance based upon several measures, including income from operations and earnings before interest, taxes, depreciation, and amortization, which is frequently referred to as EBITDA. EBITDA is not a measure of performance under accounting principles generally accepted in the United States. While EBITDA should not be used as a substitute for net income, cash flows from operating activities, or other operating or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States, the Company believes that EBITDA is used by investors as supplemental information to evaluate a company's financial performance, including its ability to incur and to service debt. In addition, the Company's definition of EBITDA may not be the same as the definition of EBITDA used by other companies. The accounting policies of the Company's operating segments are the same as those described in Note 1, "Summary of Significant Accounting Policies," except that debt, deferred financing expenses, interest expense, and income and franchise tax expense are recorded at the corporate office. Corporate expenses that are not considered direct expenses of the Rubber Group or the Metals Group are not allocated to those segments for purposes of evaluating operating performance. FACTORS MANAGEMENT USED TO IDENTIFY REPORTABLE SEGMENTS Although all of the Company's production facilities are similar manufacturing operations, selling to similar customers, the Company presents financial data for the Rubber Group and the Metals Group because of the significant difference in financial performance between those segments. INDUSTRY CONCENTRATION; RELIANCE ON LARGE CUSTOMERS During 2000, 1999, and 1998, net sales to customers in the automotive industry totaled $123,428,000, $119,588,000, and $103,052,000, respectively, which represented 86.5%, 85.4%, and 81.3%, respectively, of the Company's net sales. At December 31, 2000 and 1999, accounts receivable from automotive customers totaled $17,685,000 and $22,079,000, respectively. The Company provides for credit losses based upon historical experience and ongoing evaluations of its customers' financial condition but does not require collateral from its customers to support the extension of trade credit. At December 31, 2000 and 1999, the Company had reserves for credit losses of $181,000 and $248,000, respectively. During 2000, 1999, and 1998, net sales to Delphi Automotive Systems Corporation, totaled $30,000,000, $31,319,000, and $26,233,000. Sales to Delphi in 2000, 1999, and 1998 represented 21%, 22.4%, and 20.7%, respectively, of the Company's net sales and 27.5%, 30.4%, and 28.3%, respectively, of the Rubber Group's net sales. Also in 1998, net sales to Prestolite Wire Corporation totaled $14,431,000, which represented 11.4% of the Company's net sales and 15.6% of the Rubber Group's net sales. No other customer of the Company accounted for more than 10% of the Company's net sales during 2000, 1999, or 1998. In 2000, the three largest customers of the Rubber Group, including Delphi, accounted for 48.6% of the Rubber Group's net sales. In 2000, the three largest customers of the Metals Group accounted for 49.9% of the Metals Group's net sales. The Company believes that there is limited credit risk in the accounts receivable from its largest customers. Loss of a significant amount of business from Delphi or any of the Company's other large customers could have a material adverse effect on the Company if such business were not substantially replaced by additional business from existing or new customers. - 47 - 50 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During 2000, 1999, and 1998, most of the connector seals that the Company sold to Delphi were subject to a multi-year agreement that expires on December 31, 2001. During the third quarter of 2000, Delphi requested and the Company offered a proposal for a multi-year extension of the agreements between the two companies that would entail substantial price reductions on a number of high-volume components. Although Delphi has not accepted the Company's proposal at this time, the Company currently believes that: - Delphi will extend the agreements to December 31, 2006, - after December 31, 2001, Delphi will insource approximately $3,600,000 of components that the Company currently produces, - the Company will give Delphi approximately $5,500,000 of annual price reductions that will become effective at various times during 2001, - the Company will achieve annual cost savings of approximately $1,600,000 as a result of reduced material costs and changes in its manufacturing processes, - Delphi will purchase certain new tooling that will permit the Company to make those changes in its manufacturing processes, and - substantial new business awarded to the Company's connector seals division by Delphi and other customers and scheduled to begin production in 2001 and subsequent years should generate incremental profits that will, in conjunction with the above mentioned cost savings, offset a major portion of the reduction in profitability caused by the proposed price reductions. The Company can give no assurance that Delphi will accept the Company's proposal or that, if Delphi accepts the Company's proposal, the consequences will be as set forth above. CORPORATE OFFICE The net loss from operations at the corporate office consists primarily of general administrative expenses that are not a result of any activity carried on by either the Rubber Group or the Metals Group. Corporate office expenses include the compensation and benefits of the Company's executive officers and corporate staff, rent on the office space occupied by these individuals, general corporate legal fees, and certain insurance expenses. Assets of the corporate office include primarily deferred tax assets, deferred financing expenses, certain prepaid expenses, and other miscellaneous current assets. - 48 - 51 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEGMENT FINANCIAL DATA Information relating to the Company's operating segments and the corporate office for 2000, 1999, and 1998 is summarized below (dollar amounts in thousands):
YEARS ENDED DECEMBER 31 ----------------------- 2000 1999 1998 ---- ---- ---- NET SALES: Rubber Group $ 105,929 $ 102,964 $ 92,610 Metals Group 36,833 37,084 34,107 --------- --------- --------- Total net sales $ 142,762 $ 140,048 $ 126,717 ========= ========= ========= INCOME (LOSS) FROM OPERATIONS: Rubber Group $ 10,484 $ 14,324 $ 13,301 Metals Group (1,586) (1,592) (4,074) --------- --------- --------- Subtotal 8,898 12,732 9,227 Corporate office (2,245) (2,446) (2,029) --------- --------- --------- Total income from operations $ 6,653 $ 10,286 $ 7,198 ========= ========= ========= ASSETS: Rubber Group $ 71,549 $ 73,414 $ 67,255 Metals Group 35,905 35,785 38,788 --------- --------- --------- Subtotal 107,454 109,199 106,043 Corporate office 2,835 2,128 2,282 --------- --------- --------- Total assets $ 110,289 $ 111,327 $ 108,325 ========= ========= ========= DEPRECIATION AND AMORTIZATION (1): Rubber Group $ 8,554 $ 8,096 $ 7,476 Metals Group 4,849 4,585 3,957 --------- --------- --------- Subtotal 13,403 12,681 11,433 Corporate office 87 47 18 --------- --------- --------- Total depreciation and amortization $ 13,490 $ 12,728 $ 11,451 ========= ========= ========= CAPITAL EXPENDITURES: Rubber Group $ 10,355 $ 7,508 $ 8,382 Metals Group 3,580 2,711 6,422 --------- --------- --------- Subtotal 13,935 10,219 14,804 Corporate office 1 109 73 --------- --------- --------- Total capital expenditures $ 13,936 $ 10,328 $ 14,877 ========= ========= =========
(1) Excludes amortization of deferred financing expenses, which totaled $216,000, $234,000, and $198,000, during 2000, 1999, and 1998, respectively, and which is included in interest expense in the consolidated financial statements. - 49 - 52 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 11 -- NET INCOME (LOSS) PER COMMON SHARE The calculations of basic and diluted net income or loss per common share for 2000, 1999, and 1998 are set forth below (in thousands, except per share amounts). The pro forma conversion of the Company's potentially dilutive securities (the 14% junior subordinated convertible notes and the $8 cumulative convertible preferred stock, series B), before giving effect to the extraordinary gain, was not dilutive for the years ended December 31, 2000, 1999, and 1998. As a result, the calculations of diluted net income or loss per common share set forth below do not reflect any pro forma conversion. For purposes of the earning per share calculation, earnings are reduced by (i) preferred stock dividends and (ii) the amount by which payments made to redeem preferred stock exceeded the par value of such shares. During the year ended December 31, 2000, the Company did not pay any dividends on, or redeem any shares of, the series B preferred stock. The Company's failure to pay dividends on the series B preferred stock, or to redeem shares of series B preferred stock during 2000 reduced the Company's net loss per share by one cent per share.
YEARS ENDED DECEMBER 31 ----------------------- 2000 1999 1998 ---- ---- ---- Numerators: Income (loss) before extraordinary item $(3,099) $ 521 $(2,706) Preferred stock dividends -- (30) (33) Excess of redemption value over par value of preferred stock redeemed during year -- (45) (45) ------- ------- ------- Numerator for basic net income (loss) per share -- income available to common stockholders before extraordinary item (3,099) 446 (2,784) Effect of assumed conversion of dilutive securities: junior subordinated convertible notes 12 112 140 ------- ------- ------- Numerator for diluted net income (loss) per share -- income (loss) available to common stockholders before extraordinary items (3,087) 558 (2,644) Extraordinary gain, net of applicable income taxes -- 1,542 -- ------- ------- ------- Numerator for net income (loss) per share -- income available to common stockholders after extraordinary item $(3,087) $ 2,100 $(2,644) ======= ======= =======
(continued on next page) - 50 - 53 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued from previous page)
YEARS ENDED DECEMBER 31 ----------------------- 2000 1999 1998 ---- ---- ---- Denominator: Denominator for basic net income (loss) per share -- weighted-average common shares 4,781 4,263 4,263 Adjustments to derive denominator for diluted net income (loss) per share: Conversion of junior subordinated convertible notes into 440,000 common shares 38 440 440 Issuance of 125,000 shares of restricted common stock 9 -- -- ------- ------- ------- Denominator for diluted net income (loss) per share -- adjusted weighted-average common shares 4,828 4,703 4,703 ======= ======= ======= Per share data: Basic and diluted income (loss) per common share before extraordinary item $ (0.65) $ 0.10 $ (0.65) Extraordinary gain, net of applicable income taxes -- 0.36 -- ------- ------- ------- Basic and diluted net income (loss) available to common stockholders $ (0.65) $ 0.46 $ (0.65) ======= ======= =======
NOTE 12 -- COMMITMENTS AND CONTINGENCIES PURCHASE COMMITMENTS At December 31, 2000, the Company had outstanding commitments to purchase plant and equipment of $4,357,000. LEASES The Company is lessee under various operating leases relating to storage and office space, temporary office units, and equipment. Total rent expense under operating leases aggregated $400,000, $391,000, and $314,000 for 2000, 1999, and 1998, respectively. At December 31, 2000, future minimum lease commitments under noncancelable operating leases totaled $227,000, $182,000, and $119,000 for 2001, 2002, and 2003, respectively. Commitments subsequent to 2003 are not significant. LEGAL ACTIONS The Company is subject to various claims and legal proceedings covering a wide range of matters that arise in the ordinary course of its business activities. It is the Company's policy to record accruals for such matters when a loss is deemed probable and the amount of such loss can be reasonably estimated. The various actions to which the Company is or may be a party in the future are at various stages of completion. Although there can be no assurance as to the outcome of existing or potential litigation, the - 51 - 54 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Company believes, based upon the information currently available to it, that the outcome of such actions will not have a material adverse effect upon its financial position. LETTERS OF CREDIT At December 31, 2000 and 1999, the Company had outstanding irrevocable letters of credit totaling $966,000 and $847,000, respectively. The letters of credit guaranteed certain payments that may be required under the Company's self-insured workers' compensation program. OTHER The Company maintains insurance coverage for certain aspects of its business and operations. Based on the Company's evaluation of the various risks to which it may be exposed, the Company has elected to retain a portion of the potential losses that it could experience in the future through the use of various deductibles, limits, and retentions. These forms of self-insurance subject the Company to possible future liability for which it is partially or completely uninsured. Although there can be no assurance that it will be successful in its efforts, the Company attempts to limit future liability through, among other things, the ongoing training and education of its employees, the use of safety programs, the ongoing testing and evaluation of the safety and suitability of its workplace environments, the development of sound business practices, and the exercise of care and judgment in the negotiation of contracts. NOTE 13 -- RELATED PARTIES The Chairman of the Board and the President of the Company are the two largest holders of the Company's common stock, the holders of the junior subordinated notes, and the beneficial owners of $200,000 principal amount of the senior subordinated notes. In addition, the Chairman of the Board of the Company and certain of his affiliates hold an aggregate of $1,300,000 principal amount of the senior subordinated notes. On February 1, 2000, the Chairman of the Board and the President of the Company converted the junior subordinated convertible notes in the principal amount of $1,000,000 into 440,000 shares of common stock. The Chairman of the Board and the President of the Company are partners of an investment banking firm that is retained by the Company to provide management and investment banking services. The annual fee for such services has been set at $500,000 for 2001. Additionally, the firm may receive incentive compensation tied to the Company's operating performance and other compensation for specific transactions completed by the Company with the assistance of the firm. The Company also has agreed to reimburse the firm for certain expenses. During 2000, the Company paid the firm fees of $500,000 and reimbursed it for expenses of $269,000. During 1999, the Company paid the firm fees of $500,000 and reimbursed it for expenses of $200,000. During 1998, the Company paid the firm fees of $400,000 and reimbursed it for expenses of $200,000. NOTE 14 -- PLANT CLOSURE In May 1999, the Company closed a 21,000 square foot diecasting facility in Manchester, New York. During 1999, and 1998, the Manchester facility had net sales of $935,000, and $2,258,000, respectively, and losses from operations of $186,000 and $237,000, respectively. During 1999, the Company recorded expenses related to the closure and disposal of the facility in the amount of $553,000, of which $507,000 was charged to cost of sales and $46,000 was charged to - 52 - 55 selling and administrative expenses. The expenses were comprised of $335,000 for the write-down of plant and equipment, $107,000 of employee severance payments, and $111,000 of other plant closing costs. At December 31, 2000, the book value of the Manchester assets remaining to be disposed of totaled $161,000. The Company presently anticipates that it will complete the disposal of the Manchester assets during 2001. NOTE 15 -- EXTRAORDINARY ITEM During 1999, the Company repurchased $4,308,000 principal amount of its senior subordinated notes. The Company recorded an extraordinary gain on the repurchase of debt, net of applicable income taxes, of $1,542,000. NOTE 16 -- QUARTERLY FINANCIAL DATA (UNAUDITED) Quarterly financial data for the eight quarters ended December 31, 2000, is set forth below (dollar amounts in thousands, except per share amounts).
QUARTERS ENDED 2000 QUARTERS ENDED 1999 ------------------- ------------------- MAR. 31 JUNE 30 SEPT. 30 DEC. 31 MAR. 31 JUNE 30 SEPT. 30 DEC. 31 ------- ------- -------- ------- ------- ------- -------- ------- Net Sales $ 37,666 $ 35,596 $ 35,096 $ 34,404 $ 34,496 $ 36,042 $ 34,218 $ 35,292 Gross Profit 5,832 3,714 3,488 4,542 5,092 6,351 5,668 5,328 Income (loss) before extraordinary item 263 (1,429) (1,381) (552) (237) 515 222 21 Net income (loss) 263 (1,429) $ (1,381) (552) 1,134 515 302 112 Per share data: Basic and diluted income (loss) before extraordinary item $ 0.05 $ (0.30) $ (0.29) $ (0.11) $ (0.06) $ 0.12 $ 0.05 $ -- Extraordinary gain on repurchase of debt, net of applicable income taxes -- -- -- -- 0.32 -- 0.02 0.02 Basic and diluted income (loss) available to common stockholders 0.05 (0.30) (0.29) (0.11) 0.26 0.11 0.07 0.02
During the quarters ended March 31 and September 30, 1999, the company recognized extraordinary gains, net of income taxes, of $1,371,000 and $80,000, respectively, on the repurchase of the Company's 12-3/4% senior subordinated notes. During the quarter ended December 31, 1999, the - 53 - 56 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS income tax provision related to the extraordinary gains during the first and third quarters of 1999, was adjusted resulting in an increase in income available to common stockholders of $0.02 per share. - 54 - 57 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. - 55 - 58 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information required by Item 10 is incorporated by reference to the Company's proxy statement to be issued in connection with its 2001 Annual Meeting of Stockholders and to be filed with the Securities and Exchange Commission (the Commission) not later than 120 days after December 31, 2000. ITEM 11. EXECUTIVE COMPENSATION Information required by Item 11 is incorporated by reference to the Company's proxy statement to be issued in connection with its 2001 Annual Meeting of Stockholders and to be filed with the Commission not later than 120 days after December 31, 2000. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information required by Item 12 is incorporated by reference to the Company's proxy statement to be issued in connection with its 2001 Annual Meeting of Stockholders and to be filed with the Commission not later than 120 days after December 31, 2000. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information required by Item 13 is incorporated by reference to the Company's proxy statement to be issued in connection with its 2001 Annual Meeting of Stockholders and to be filed with the Commission not later than 120 days after December 31, 2000. - 56 - 59 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) 1. FINANCIAL STATEMENTS The consolidated financial statements of Lexington Precision Corporation (LPC) and its wholly owned subsidiaries, Lexington Rubber Group, Inc. (LRGI) and Lexington Precision GmbH, are included in Part II, Item 8. 2. FINANCIAL STATEMENT SCHEDULE Schedule II, "Valuation and Qualifying Accounts and Reserves," is included in this Part IV, Item 14, on page 69. All other schedules are omitted because the required information is not applicable, not material, or included in the consolidated financial statements or the notes thereto. 3. EXHIBITS 3-1 Articles of Incorporation and Restatement thereof 3-2 By-Laws, as amended 3-3 Certificate of Correction dated September 21, 1976 3-4 Certificate of Ownership and Merger dated May 24, 1977 3-5 Certificate of Ownership and Merger dated May 31, 1977 3-6 Certificate of Reduction of Capital dated December 30, 1977 3-7 Certificate of Retirement of Preferred Shares dated December 30, 1977 3-8 Certificate of Reduction of Capital dated December 28, 1978 3-9 Certificate of Retirement of Preferred Shares dated December 28, 1978 3-10 Certificate of Reduction of Capital dated January 9, 1979 3-11 Certificate of Reduction of Capital dated December 20, 1979 3-12 Certificate of Retirement of Preferred Shares dated December 20, 1979 3-13 Certificate of Reduction of Capital dated December 16, 1982 3-14 Certificate of Reduction of Capital dated December 17, 1982 3-15 Certificate of Amendment of Restated Certificate of Incorporation dated September 26, 1984
- 57 - 60 3-16 Certificate of Retirement of Stock dated September 24, 1986 3-17 Certificate of Amendment of Restated Certificate of Incorporation dated November 21, 1986 3-18 Certificate of Retirement of Stock dated January 15, 1987 3-19 Certificate of Retirement of Stock dated February 22, 1988 3-20 Certificate of Amendment of Restated Certificate of Incorporation dated January 6, 1989 3-21 Certificate of Retirement of Stock dated August 17, 1989 3-22 Certificate of Retirement of Stock dated January 9, 1990 3-23 Certificate of the Designations, Preferences and Relative Participating, Optional and Other Special Rights of 12% Cumulative Convertible Exchangeable Preferred Stock, Series C, and the Qualifications, Limitations and Restrictions thereof dated January 10, 1990 3-24 Certificate of Ownership and Merger dated April 25, 1990 3-25 Certificate of Elimination of 12% Cumulative Convertible Exchangeable Preferred Stock, Series C, dated June 4, 1990 3-26 Certificate of Retirement of Stock dated March 6, 1991 3-27 Certificate of Retirement of Stock dated April 29, 1994 3-28 Certificate of Retirement of Stock dated January 6, 1995 3-29 Certificate of Retirement of Stock dated January 5, 1996 3-30 Certificate of Retirement of Stock dated January 6, 1997 3-31 Certificate of Retirement of Stock dated January 9, 1998 3-32 Certificate of Retirement of Stock dated January 13, 1999 3-33 Certificate of Retirement of Stock dated January 26, 2000 4-1 Certificate of Designations, Preferences, Rights and Number of Shares of Redeemable Preferred Stock, Series B 4-2 Purchase Agreement dated as of February 7, 1985, between LPC and L&D Precision Limited Partnership ("L&D Precision") and exhibits thereto 4-3 Amendment Agreement dated as of April 27, 1990, between LPC and L&D Precision with respect to Purchase Agreement dated as of February 7, 1985
- 58 - 61 4-4 Recapitalization Agreement dated as of April 27, 1990, between LPC and L&D Woolens Limited Partnership ("L&D Woolens") and exhibits thereto 4-5 Specimen of Junior Subordinated Convertible Increasing Rate Note, due May 1, 2000 4-6 Specimen of 14% Junior Subordinated Note, due May 1, 2000 4-7 Indenture dated as of August 1, 1993, between LPC and IBJ Schroder Bank & Trust Company, as Trustee 4-8 Specimen of 12.75% Senior Subordinated Note, due February 1, 2000 4-9 Note Purchase Agreement dated October 27, 1997, between LPC and Nomura Holding America, Inc. ("Nomura") 4-10 Specimen of 10.5% Senior Unsecured Note due February 1, 2000, from LPC to Nomura 4-11 Note Amendment dated January 28, 2000, between LPC and Nomura 4-12 Agreement dated January 31, 2000, between LPC and Nomura 4-13 Agreement relating to Junior Subordinated Convertible Increasing Rate Notes dated January 31, 2000, among LPC, Michael A. Lubin, and Warren Delano 4-14 Agreement relating to 14% Junior Subordinated Notes dated January 31, 2000, between LPC and Michael A. Lubin 10-1 Purchase Agreement dated as of February 7, 1985, between LPC and L&D Precision and exhibits thereto 10-2 Amendment Agreement dated as of April 27, 1990, between LPC and L&D Precision with respect to Purchase Agreement dated as of February 7, 1985 10-3 *Lexington Precision Corporation Flexible Compensation Plan, as amended 10-4 *1986 Restricted Stock Award Plan, as amended 10-5 *Lexington Precision Corporation Retirement & Savings Plan, as amended 10-6 *Description of 2000 Compensation Arrangements with Lubin, Delano, & Company 10-7 *Corporate Office 2000 Management Cash Bonus Plan 10-8 Consent and Amendment Letter Agreement between Chemical Bank of New Jersey and LPC dated as of December 29, 1993
- 59 - 62 10-9 Promissory Note of LRGI dated November 30, 1988, payable to the order of Paul H. Pennell in the original principal amount of $3,530,000 10-10 Guaranty dated as of November 30, 1988, from LPC to Paul H. Pennell 10-11 Amendment Agreement dated as of November 30, 1991, between LRGI and Paul H. Pennell 10-12 Release and Notice Agreement dated as of March 31, 1993, between LRGI and Paul H. Pennell 10-13 Recapitalization Agreement dated as of April 27, 1990, between LPC and L&D Woolens and exhibits thereto 10-14 Accounts Financing Agreement [Security Agreement] dated as of January 11, 1990, between Congress Financial Corporation ("Congress") and LPC 10-15 Accounts Financing Agreement [Security Agreement] dated as of January 11, 1990, between Congress and LRGI 10-16 Covenants Supplement to Accounts Financing Agreement [Security Agreement] dated as of January 11, 1990, between Congress and LPC 10-17 Covenants Supplement to Accounts Financing Agreement [Security Agreement] dated as of January 11, 1990, between Congress and LRGI 10-18 Letter dated April 11, 1990, from LPC and Wise Die Casting, Inc. to Congress 10-19 Letter Agreement dated February 28, 1991, between LPC and Congress amending certain financing agreements and consent thereto of LRGI 10-20 Letter Agreement dated February 28, 1991, between LRGI and Congress amending certain financing agreements and consent thereto of LPC 10-21 Letter Agreement dated January 14, 1994, between LPC and Congress amending certain financing agreements and consent thereto of LRGI 10-22 Letter Agreement dated January 14, 1994, between LRGI and Congress amending certain financing agreements and consent thereto of LPC 10-23 Letter Agreement dated March 25, 1994, between Congress and LPC, and consent thereto of LRGI 10-24 Letter Agreement dated March 25, 1994, between Congress and LRGI, and consent thereto of LPC
- 60 - 63 10-25 Letter Agreement dated as of August 1, 1994, between LPC and Congress amending certain financing agreements and consent thereto of LRGI 10-26 Letter Agreement dated as of August 1, 1994, between LRGI and Congress amending certain financing agreements and consent thereto of LPC 10-27 Trade Financing Agreement Supplement to Accounts Financing Agreement [Security Agreement] dated as of July 19, 1994, between LPC and Congress 10-28 Letter Agreement dated January 13, 1995, between LRGI and Congress amending certain financing agreements and consent thereto of LPC 10-29 Letter Agreement dated January 31, 1995, between LPC and Congress amending certain financing agreements and consent thereto of LRGI 10-30 Letter Agreement dated January 31, 1995, between LRGI and Congress amending certain financing agreements and consent thereto of LPC 10-31 Amendment to Financing Agreements dated August 1, 1995, from LPC in favor of Congress 10-32 Amendment to Financing Agreements dated August 1,1995, from LRGI in favor of Congress 10-33 Amendment to Financing Agreements dated January 16, 1996, from LPC in favor of Congress 10-34 Term Promissory Note dated January 16, 1996, in the amount of $375,000 from LPC in favor of Congress 10-35 Term Promissory Note dated January 16, 1996, in the amount of $450,000 from LPC in favor of Congress 10-36 Amendment to Financing Agreements dated February 28, 1999, from LPC in favor of Congress Congress 10-37 Amendment to Financing Agreements and Consent dated March 14, 1996, from LPC in favor of Congress 10-38 Amendment to Financing Agreements and Consent dated March 14, 1996, from LRGI in favor of Congress 10-39 Term Note dated May 31, 1996, from LPC in favor of Congress 10-40 Amendment to Financing Agreements dated August 21, 1996, from LRGI in favor of Congress 10-41 Amendment to Financing Agreements dated August 21, 1996, from LPC in favor of Congress
- 61 - 64 10-42 Amendment to Financing Agreements dated January 31, 1997, from LPC in favor of Congress 10-43 Amendment to Financing Agreements dated January 31, 1997, from LRGI in favor of Congress 10-44 Credit Facility and Security Agreement and Rider A to Credit Facility and Security Agreement dated January 31, 1997, from LPC and LRGI in favor of Bank One, Akron, NA ("Bank One") 10-45 Promissory Note (Equipment Term Loan) dated January 31, 1997, from LPC and LRGI in favor of Bank One 10-46 Promissory Note (North Canton Term Loan) dated January 31, 1997, from LPC and LRGI in favor of Bank One 10-47 Promissory Note (Vienna Term Loan) dated January 31, 1997, from LPC and LRGI in favor of Bank One 10-48 Promissory Note (Casa Grande Note) dated January 31, 1997, from LPC and LRGI in favor of Bank One 10-49 Promissory Note (LaGrange Term Loan) dated January 31, 1997, from LPC and LRGI in favor of Bank One 10-50 Promissory Note (North Canton Equipment Loan) dated January 31, 1997, from LPC and LRGI in favor of Bank One 10-51 Fourth Amended and Restated Promissory Note dated March 11, 1997, from LRGI in favor of Congress 10-52 Fourth Amended and Restated Promissory Note dated March 11, 1997, from LPC in favor of Congress 10-53 Amendment to Financing Agreements dated March 11, 1997, from LRGI in favor of Congress 10-54 Amendment to Financing Agreements dated March 11, 1997, from LPC in favor of Congress 10-55 Loan and Security Agreement and Rider A to Loan and Security Agreement dated March 19, 1997, from LPC in favor of The CIT Group/Equipment Financing, Inc. ("CIT") 10-56 Promissory Note dated March 19, 1997, from LPC in favor of CIT 10-57 **Additional Purchase Order Provisions Lifetime Contract between Delphi Packard Electric Systems and Lexington Connector Seals 10-58 Amendment to Financing Agreements and Consent dated April 17, 1997, between LPC and Congress
- 62 - 65 10-59 Amendment to Financing Agreements and Consent dated April 17, 1997, between LRGI and Congress 10-60 First Amendment Agreement dated April 17, 1997, among LPC, LRGI, and Bank One 10-61 Specimen of Amended and Restated Promissory Note dated April 17, 1997, of LPC and LRGI to Bank One 10-62 Specimen of Promissory Note dated August 29, 1997, from LPC to CIT 10-63 Note Purchase Agreement dated October 27, 1997, between LPC and Nomura 10-64 Specimen of 10.5% Senior Unsecured Note due February 1, 2000, from LPC to Nomura 10-65 Amendment No. 1 to Credit Facility and Security Agreement dated December 31, 1997, among LPC, LRGI, and Bank One 10-66 Amendment No. 2 to Credit Facility and Security Agreement dated March 20, 1998, among LPC, LRGI, and Bank One 10-67 Promissory Note dated March 31, 1998, from LPC in favor of CIT 10-68 New Equipment Term Note dated June 26, 1998, from LPC in favor of Congress 10-69 Second Amendment Agreement dated May 1, 1998, from LRGI in favor of Paul H. Pennell 10-70 Amendment No. 1 to Loan and Security Agreement dated June 30, 1998, between LPC and CIT 10-71 Amendment No. 3 to Credit Facility and Security Agreement dated June 30, 1998, among LPC, LRGI, and Bank One 10-72 Amendment to Financing Agreements and Consent dated August 13, 1998, between LPC and Congress 10-73 Amendment to Financing Agreements and Consent dated August 13, 1998, between LRGI and Congress 10-74 Amendment to Financing Agreements and Consent dated October 20, 1998, between LPC and Congress 10-75 Amendment to Financing Agreements and Consent dated October 20, 1998, between LRGI and Congress 10-76 Amendment No. 2 to Loan and Security Agreement dated November 30, 1998, between LPC and CIT
- 63 - 66 10-77 New Equipment Term Note dated December 16, 1998, between LPC and Congress 10-78 Amendment to Financing Agreements dated January 28, 1999, between LPC and Congress 10-79 Amendment to Financing Agreements dated January 28, 1999, between LRGI and Congress 10-80 Term Promissory Note dated January 28, 1999, between LRGI and Congress 10-81 Term Promissory Note dated January 28, 1999, between LPC and Congress 10-82 Fifth Amended and Restated Promissory Note dated January 28, 1999, between LPC and Congress 10-83 Amendment No. 6 to Credit Facility and Security Agreement dated January 31, 1999, among LPC, LRGI, and Bank One 10-84 Fifth Amendment Agreement dated March 10, 1999, among LPC, LRGI, and Bank One 10-85 Promissory Note (Additional Equipment Term Loan) dated March 10, 1999, among LPC, LRGI, and Bank One 10-86 Promissory Note dated March 30, 1999, between LPC and CIT 10-87 Amendment No. 3 to Loan and Security Agreement dated March 30, 1999, between LPC and CIT 10-88 Amendment to Financing Agreements dated March 31, 1999, between LPC and Congress 10-89 Term Promissory Note dated March 31, 1999, between LPC and Congress 10-90 Amendment to Financing Agreements dated March 31, 1999, between LRGI and Congress 10-91 Term Promissory Note dated March 31, 1999, between LRGI and Congress 10-92 Promissory Note dated July 29, 1999, between LPC and CIT 10-93 New Equipment Term Note dated July 30, 1999, between LRGI and Congress 10-94 Amendment to Financing Agreements dated October 1, 1999, between LPC and Congress 10-95 Amendment to Financing Agreements dated October 1, 1999, between LRGI and Congress
- 64 - 67 10-96 New Equipment Note dated December 6, 1999, between LRGI and Congress 10-97 Term Promissory Note dated December 30, 1999, between LPC and Congress 10-98 Sixth Amended and Restated Promissory Note dated December 30, 1999, between LPC and Congress 10-99 Amendment to Financing Agreements dated December 30, 1999, between LPC and Congress 10-100 Amendment No. 5 to Loan and Security Agreement dated December 31, 1999, between LPC and CIT 10-101 Amendment No. 8 to Credit Facility and Security Agreement dated December 31, 1999 among LPC, LRGI, and Bank One 10-102 Note Amendment dated January 28, 2000, between LPC and Nomura 10-103 Agreement dated January 31, 2000, between LPC and Nomura 10-104 Third Amendment Agreement between LRGI and Paul H. Pennell 10-105 Agreement dated January 31, 2000, among LPC, LRGI, and Congress 10-106 Agreement dated January 31, 2000, between LPC and CIT 10-107 Agreement dated January 31, 2000, among LPC, LRGI, and Bank One 10-108 Amendment No. 9 to Credit Facility and Security Agreement dated as of December 31,1999, among LPC, LRGI, and Bank One, NA 10-109 New Equipment Note dated April 24, 2000, between LPC and Congress 10-110 New Equipment Note dated April 24, 2000, between LRGI and Congress 10-111 Agreement relating to 14% Junior Subordinated Notes dated April 30, 2000, between LPC and Michael A. Lubin 10-112 Agreement relating to Junior Subordinated Convertible Increasing Rate Note dated April 30, 2000, among LPC, Michael A. Lubin, and Warren Delano 10-113 Note Amendment No. 2 to Note dated as of April 30, 2000, between LPC and Tri-Links Investment Trust, as successor to Nomura Holding America, Inc. 10-114 Fourth Amendment Agreement dated April 30, 2000, between LRGI and Paul H. Pennell 10-115 Agreement dated as of April 30, 2000, among LPC, LRGI, and Congress
- 65 - 68 10-116 Agreement dated as of April 30, 2000, between LPC and CIT Group/Equipment Financing, Inc. 10-117 Agreement dated as of April 30, 2000, among LPC, LRGI, and Bank One, NA 10-118 Amendment to Financing Agreements dated May 12, 2000, between LPC and Congress 10-119 Amendment to Financing Agreements dated May 12, 2000, between LRGI and Congress 10-120 Promissory Note dated June 26, 2000, between LPC and CIT 10-121 Amendment No. 4 to Loan and Security Agreement dated June 26, 2000, between LPC and CIT 10-122 Amendment No. 10 to Credit Facility and Security Agreement dated as of June 30, 2000, between LPC, LRGI, and Bank One, NA 10-123 Agreement relating to 14% Junior Subordinated Notes dated July 31, 2000, between LPC and Michael A. Lubin 10-124 Agreement relating to Junior Subordinated Convertible Increasing Rate Note dated July 31, 2000, among LPC, Michael A. Lubin, and Warren Delano 10-125 Note Amendment No. 3 to Note dated as of July 31, 2000, between LPC and Tri-Links Investment Trust, as successor to Nomura Holding America, Inc. 10-126 Fifth Amendment Agreement dated July 31, 2000, between LRGI and Paul H. Pennell 10-127 Agreement dated as of July 31, 2000, among LPC, LRGI, and Congress 10-128 Agreement dated as of July 31, 2000, between LPC and CIT 10-129 Agreement dated as of July 31, 2000, among LPC, LRGI, and Bank One, NA 10-130 Congress Covenant Waiver dated August 11, 2000 10-131 Congress Covenant Amendment dated as of August 31, 2000 10-132 Agreement relating to 14% Junior Subordinated Notes dated October 31, 2000, between LPC and Michael A. Lubin 10-133 Agreement relating to Junior Subordinated Convertible Increasing Rate Note dated October 31, 2000, among LPC, Michael A. Lubin, and Warren Delano 10-134 Note Amendment No. 4 to Note dated as of October 31, 2000, between LPC and Tri-Links Investment Trust, as successor to Nomura Holding America, Inc.
- 66 - 69 10-135 Sixth Amendment Agreement dated October 31, 2000, between LRGI and Paul H. Pennell 10-136 Agreement dated as of October 31, 2000, among LPC, LRGI, and Congress 10-137 Agreement dated as of October 31, 2000, between LPC and CIT 10-138 Agreement dated as of October 31, 2000, among LPC, LRGI, and Bank One, NA 10-139 Congress Covenant Amendment dated November 30, 2000 10-140 Amendment No. 6 to Loan and Security Agreement dated December 31, 2000, between LPC and CIT Group/Equipment Financing, Inc. 10-141 Amendment No. 12 to Credit Facility and Security Agreement dated December 31, 2000, between LPC, LRGI, and Bank One, NA 10-142 Amendment No. 11 to Credit Facility and Security Agreement dated January 31, 2001, between LPC, LRGI, and Bank One, NA 10-143 Agreement relating to 14% Junior Subordinated Notes dated January 31, 2001, between LPC and Michael A. Lubin 10-144 Agreement relating to Junior Subordinated Convertible Increasing Rate Notes dated January 31, 2001, between LPC, Michael A. Lubin, and Warren Delano 10-145 Note Amendment No.4 relating to Note dated as of January 31, 2001, between LPC and Tri-Links Investment Trust, as successor to Nomura Holding America, Inc. 10-146 Seventh Amendment Agreement dated January 31, 2001 between LRGI and Paul Pennell 10-147 Agreement dated January 31, 2001, between LPC, LRGI, and Congress Financial Corporation 10-148 Agreement dated January 31, 2001, between LPC and CIT Group/Equipment Financing, Inc. 10-149 Agreement dated January 31, 2001, between LPC, LRGI, and Congress Financial Corporation 10-150 New Equipment Term Note date February 8, 2001, between LRG and Congress Financial Corporation 10-151 Letter Agreement dated February 8, 2001, between Congress and LRGI, and consent thereto of LPC 10-152 Letter Agreement dated February 8, 2001, between Congress and LPC, and consent thereto of LRGI 21-1 Significant Subsidiary of Registrant
- 67 - 70 * Indicates a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(a)(3). filed as an exhibit pursuant to Item 14(a)(3). ** This Exhibit has been filed in redacted form pursuant to an order granting confidential treatment, issued by the Securities and Exchange Commission (the "Commission") dated October 6, 1997. Note: Pursuant to section (b)(4)(iii) of item 601 of Regulation S-K, LPC agrees to furnish to the Commission upon request documents defining the rights of other holders of long-term debt. (b) REPORTS ON FORM 8-K No reports on Form 8-K were filed during the quarter ended December 31, 2000. - 68 - 71 LEXINGTON PRECISION CORPORATION SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (THOUSANDS OF DOLLARS)
BALANCE AT CHARGED TO DEDUCTIONS BALANCE BEGINNING COSTS AND FROM AT END OF PERIOD EXPENSES RESERVES OF PERIOD --------- -------- -------- --------- ALLOWANCE FOR DOUBTFUL ACCOUNTS Year ended December 31, 2000 $ 248 $ 7 $ 74 $ 181 Year ended December 31, 1999 197 73 22 248 Year ended December 31, 1998 211 1 15 197 INVENTORY RESERVE Year ended December 31, 2000 $ 777 $ 617 $ 522 $ 872 Year ended December 31, 1999 591 302 116 777 Year ended December 31, 1998 450 208 67 591
- 69 - 72 SIGNATURES Pursuant to the requirements of Section 13 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. LEXINGTON PRECISION CORPORATION (Registrant) By: /s/ Warren Delano ------------------------------------------ Warren Delano, President March 30, 2001 Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 30, 2001: PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS: /s/ Michael A. Lubin - ------------------------------------------- Michael A. Lubin, Chairman of the Board /s/ Warren Delano Warren Delano, President and Director PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER: /s/ Dennis J. Welhouse - ------------------------------------------- Dennis J. Welhouse, Senior Vice President and Chief Financial Officer DIRECTORS: /s/ William B. Conner - ------------------------------------------- William B. Conner, Director /s/ Kenneth I. Greenstein - ------------------------------------------- Kenneth I. Greenstein, Secretary and Director - 70 - 73 EXHIBIT INDEX
Exhibit Number Exhibit Location - ------ ------- -------- 3-1 Articles of Incorporation and Restatement Incorporated by reference from Exhibit 3-1 Lexington thereof Precision Corporation's (the "Company") to the Company's Form 10-K for the year ended May 31, 1981 located under Securities and Exchange Commission File No. 0-3252 ("1981 10-K") 3-2 By-laws, as amended Incorporated by reference from Exhibit 3-2 to 1998 10-K 3-3 Certificate of Correction dated September 21, Incorporated by reference from Exhibit 3-3 to the Company's 1976 Form 10-K for the year ended May 31, 1983 located under Securities and Exchange Commission File No. 0-3252 ("1983 10-K") 3-4 Certificate of Ownership and Merger dated Incorporated by reference from Exhibit 3-4 to May 24, 1977 1983 10-K 3-5 Certificate of Ownership and Merger dated Incorporated by reference from Exhibit 3-5 to May 31, 1977 1983 10-K 3-6 Certificate of Reduction of Capital dated Incorporated by reference from Exhibit 3-6 to December 30, 1977 1983 10-K 3-7 Certificate of Retirement of Preferred Shares Incorporated by reference from Exhibit 3-7 to dated December 30, 1977 1983 10-K 3-8 Certificate of Reduction of Capital dated Incorporated by reference from Exhibit 3-8 to December 28, 1978 1983 10-K 3-9 Certificate of Retirement of Preferred Shares Incorporated by reference from Exhibit 3-9 to dated December 28, 1978 1983 10-K 3-10 Certificate of Reduction of Capital dated Incorporated by reference from Exhibit 3-10 to 1983 10-K January 9, 1979 3-11 Certificate of Reduction of Capital dated Incorporated by reference from Exhibit 3-11 to 1983 10-K December 20, 1979 3-12 Certificate of Retirement of Preferred Shares Incorporated by reference from Exhibit 3-12 to 1983 10-K dated December 20, 1979 3-13 Certificate of Reduction of Capital dated Incorporated by reference from Exhibit 3-13 to 1983 10-K December 16, 1982 3-14 Certificate of Reduction of Capital dated Incorporated by reference from Exhibit 3-14 to 1983 10-K December 17, 1982
74 -2- 3-15 Certificate of Amendment of Restated Incorporated by reference from Exhibit 3-15 to the Certificate of Incorporation dated September Company's Form 10-K for the year ended May 31, 1985 located 26, 1984 under Securities and Exchange Commission File No. 0-3252 3-16 Certificate of Retirement of Stock dated Incorporated by reference from Exhibit 4-3 to the Company's September 24, 1986 Registration Statement on Form S-2 located under Securities and Exchange Commission File No. 33-9380 ("1933 Act Registration Statement") 3-17 Certificate of Amendment of Restated Incorporated by reference from Exhibit 3-17 to the Certificate of Incorporation dated Company's Form 10-K for the year ended May 31, 1987 located November 21, 1986 under Securities and Exchange Commission File No. 0-3252 3-18 Certificate of Retirement of Stock dated Incorporated by reference from Exhibit 4-5 to Amendment No. January 15, 1987 1 to 1933 Act Registration Statement 3-19 Certificate of Retirement of Stock dated Incorporated by reference from Exhibit 3-19 to the February 22, 1988 Company's Form 10-K for the year ended May 31, 1989 located under Securities and Exchange Commission File No. 0-3252 ("May 31, 1989 10-K") 3-20 Certificate of Amendment of Restated Incorporated by reference from Exhibit 3-20 to May 31, 1989 Certificate of Incorporation dated January 6, 10-K 1989 3-21 Certificate of Retirement of Stock dated Incorporated by reference from Exhibit 3-21 to May 31, 1989 August 17, 1989 10-K 3-22 Certificate of Retirement of Stock dated Incorporated by reference from Exhibit 3-22 to the January 9, 1990 Company's Form 10-K for the seven months ended December 31, 1989 located under Securities and Exchange Commission File No. 0-3252 ("December 31, 1989 10-K") 3-23 Certificate of the Designations, Preferences Incorporated by reference from Exhibit 3-1 to the Company's and Relative Participating, Optional and Other Form 10-Q for the quarter ended November 30, 1989 located Special Rights of 12% Cumulative Convertible under Securities and Exchange Commission File No. 0-3252 Exchangeable Preferred Stock, Series C, and ("November 30, 1989 10-Q") the Qualifications, Limitations and Restrictions thereof dated January 10, 1990 3-24 Certificate of Ownership and Merger dated Incorporated by reference from Exhibit 3-24 to December 31, April 25, 1990 1989 10-K
75 -3- 3-25 Certificate of Elimination of 12% Cumulative Incorporated by reference from Exhibit 3-25 to the Convertible Exchangeable Preferred Stock, Company's Form 10-K for the year ended December 31, 1990 Series C, dated June 4, 1990 located under Securities and Exchange Commission File No. 0-3252 ("1990 10-K") 3-26 Certificate of Retirement of Stock dated March Incorporated by reference from Exhibit 3-26 to 1990 10-K 6, 1991 3-27 Certificate of Retirement of Stock dated April Incorporated by reference from Exhibit 3-27 to 1994 10-K 29, 1994 3-28 Certificate of Retirement of Stock dated Incorporated by reference from Exhibit 3-28 to 199410-K January 6, 1995 3-29 Certificate of Retirement of Stock dated Incorporated by reference from Exhibit 3-29 to 1995 10-K January 5, 1996 3-30 Certificate of Retirement of Stock dated Incorporated by reference from Exhibit 3-30 to 1996 10-K January 6, 1997 3-31 Certificate of Retirement of Stock dated Incorporated by reference from Exhibit 3-31 to 1997 10-K January 9, 1998 3-32 Certificate of Retirement of Stock dated Incorporated by reference from Exhibit 3-32 to 1998 10-K January 13, 1999 3-33 Certificate of Retirement of Stock dated Incorporated by reference from Exhibit 3-33 to 1999 10-K January 26, 2000 4-1 Certificate of Designations, Preferences, Incorporated by reference from Exhibit 3-3 to 1981 10-K Rights and Number of Shares of Redeemable Preferred Stock, Series B 4-2 Purchase Agreement dated as of February 7, Incorporated by reference from Exhibit 4-1 to the 1985, between LPC and L&D Precision Limited Company's Form 8-K dated February 7, 1985 (date of Partnership ("L&D Precision") and exhibits earliest event reported) located under Securities and thereto Exchange Commission File No. 0-3252 4-3 Amendment Agreement dated as of April 27, Incorporated by reference from Exhibit 10-2 to 1990 10-K 1990, between LPC and L&D Precision with respect to Purchase Agreement dated as of February 7, 1985 4-4 Recapitalization Agreement dated as of Incorporated by reference from Exhibit 4-10 to December 31, April 27, 1990, between LPC and L&D Woolens 1989 10-K Limited Partnership ("L&D Woolens") and exhibits thereto
76 -4- 4-5 Specimen of Junior Subordinated Convertible Incorporated by reference from Exhibit 4-11 to December 31, Increasing Rate Note, due May 1, 2000 1989 10-K 4-6 Specimen of 14% Junior Subordinated Note, due Incorporated by reference from Exhibit 10-2 to the May 1, 2000 Company's Form 8-K dated December 10,1993 (date of earliest event reported) located under Securities and Exchange Commission File No. 0-3252 4-7 Indenture dated as of August 1, 1993, between Incorporated by reference from Exhibit 4-2 to the Company's LPC and IBJ Schroder Bank & Trust Company, as Form 8-K dated January 18, 1994 (date of earliest event Trustee reported) located under Securities and Exchange Commission File No. 0-3252 4-8 Specimen of 12.75% Senior Subordinated Note, Included in Exhibit 4-7 hereto due February 1, 2000 4-9 Note Purchase Agreement dated October 27, Incorporated by reference from Exhibit 10-2 to the 1997, between LPC and Nomura Holding America, Company's Form 10-Q for the quarter ended June 30, 1997 Inc. ("Nomura") located under Securities and Exchange Commission File No. 0-3252 ("June 30, 1997 Form 10-Q") 4-10 Specimen of 10.5% Senior Unsecured Note due Incorporated by reference from Exhibit 10-3 to June 30, February 1, 2000, from LPC to Nomura 1997 Form 10-Q 4-11 Note Amendment dated January 28, 2000, between Incorporated by reference from Exhibit 4-11 to 1999 10-K LPC and Nomura 4-12 Agreement dated January 31, 2000, between LPC Incorporated by reference from Exhibit 4-12 to 1999 10-K and Nomura 4-13 Agreement relating to Junior Subordinated Incorporated by reference from Exhibit 4-13 to 1999 10-K Convertible Increasing Rate Notes among LPC, Michael A. Lubin, and Warren Delano 4-14 Agreement relating to 14% Junior Subordinated Incorporated by reference from Exhibit 4-14 to 1999 10-K Notes between LPC and Michael A. Lubin 10-1 Purchase Agreement dated as of February 7, See Exhibit 4-2 hereto 1985, between LPC and L&D Precision and exhibits thereto 10-2 Amendment Agreement dated as of April 27, See Exhibit 4-3 hereto 1990, between LPC and L&D Precision with respect to Purchase Agreement dated as of February 7, 1985
77 -5- 10-3 Lexington Precision Corporation Flexible Incorporated by reference from Exhibit 10-3 to the Compensation Plan, as amended Company's Form 10-K for the year ended December 31, 1991 located under Securities and Exchange Commission File No. 0-3252 ("1991 10-K") 10-4 1986 Restricted Stock Award Plan, as amended Incorporated by reference from Exhibit 10-38 to December 31, 1989 10-K 10-5 Lexington Precision Corporation Retirement and Incorporated by reference from Exhibit 10-5 to December 31, Savings Plan, as amended 1998 10-K 10-6 Description of 1999 Compensation Filed with this Form 10-K Arrangements with Lubin, Delano, & Company 10-7 Corporate Office 1999 Management Cash Bonus Filed with this Form 10-K Plan 10-8 Consent and Amendment Letter Agreement between Incorporated by reference from Exhibit 10-1 to the Chemical Bank of New Jersey and LPC dated as Company's Form 8-K dated December 30, 1993 (date of of December 29, 1993 earliest event reported) located under Securities and Exchange Commission File No. 0-3252 10-9 Promissory Note dated November 30, 1988, of Incorporated by reference from Exhibit 10-32 to May 31, LRGI payable to the order of Paul H. Pennell 1989 10-K in the original principal amount of $3,530,000 10-10 Guaranty dated as of November 30, 1988, from Incorporated by reference from Exhibit 10-33 to May 31, LPC to Paul H. Pennell 1989 10-K 10-11 Amendment Agreement dated as of November 30, Incorporated by reference from Exhibit 10-28 to 1991 10-K 1991, between LRGI and Paul H. Pennell 10-12 Release and Notice Agreement dated as of March Incorporated by reference from Exhibit 10-40 to the 31, 1993, between LRGI and Paul H. Pennell Company's Form 10-K for the year ended December 31, 1992 located under Securities and Exchange Commission File No. 0-3252 10-13 Recapitalization Agreement dated as of April See Exhibit 4-4 hereto 27, 1990, between LPC and L&D Woolens and exhibits thereto 10-14 Accounts Financing Agreement [Security Incorporated by reference from Exhibit 4-2 to November 30, Agreement] dated as of January 11, 1990, 1989 10-Q between Congress Financial Corporation ("Congress") and LPC
78 -6- 10-15 Accounts Financing Agreement [Security Incorporated by reference from Exhibit 4-3 to November 30, Agreement] dated as of January 11, 1990, 1989 10-Q between Congress and LRGI 10-16 Covenants Supplement to Accounts Financing Incorporated by reference from Exhibit 10-49 to 1990 10-K Agreement [Security Agreement] dated as of January 11, 1990, between Congress and LPC 10-17 Covenants Supplement to Accounts Financing Incorporated by reference from Exhibit 10-50 to 1990 10-K Agreement [Security Agreement] dated as of January 11, 1990, between Congress and LRGI 10-18 Letter dated April 11, 1990, from LPC and Wise Incorporated by reference from Exhibit 10-51 to 1990 10-K Die Casting, Inc. to Congress 10-19 Letter Agreement dated February 28, 1991, Incorporated by reference from Exhibit 10-54 to 1990 10-K between LPC and Congress amending certain financing agreements and consent thereto of LRGI 10-20 Letter Agreement dated February 28, 1991, Incorporated by reference from Exhibit 10-56 to 1990 10-K between LRGI and Congress amending certain financing agreements and consent thereto of LPC 10-21 Letter Agreement dated January 14, 1994, Incorporated by reference from Exhibit 10-26 to the between LPC and Congress amending certain Company's Form 10-K for the year ended December 31, 1993 financing agreements and consent thereto of located under Securities and Exchange Commission File No. LRGI 0-3252 ("1993 10-K") 10-22 Letter Agreement dated January 14, 1994, Incorporated by reference from Exhibit 10-27 to 1993 10-K between LRGI and Congress amending certain financing agreements and consent thereto of LPC 10-23 Letter Agreement dated March 25, 1994, between Incorporated by reference from Exhibit 10-30 to 1993 10-K Congress and LPC, and consent thereto of LRGI 10-24 Letter Agreement dated March 25, 1994, between Incorporated by reference from Exhibit 10-31 to 1993 10-K Congress and LRGI, and consent thereto of LPC
79 -7- 10-25 Letter Agreement dated as of August 1, 1994, Incorporated by reference from Exhibit 10-1 to the between LPC and Congress amending certain Company's Form 10-Q for the quarter ended financing agreements and consent thereto of LRGI September 30, 1994 located under Securities and Exchange Commission File No. 0-3252 ("September 30, 1994 10-Q") 10-26 Letter Agreement dated as of August 1, 1994, Incorporated by reference from Exhibit 10-2 to between LRGI and Congress amending certain September 30, 1994 10-Q financing agreements and consent thereto of LPC 10-27 Trade Financing Agreement Supplement to Incorporated by reference from Exhibit 10-3 to Accounts Financing Agreement [Security September 30, 1994 10-Q Agreement] dated as of July 19, 1994, between LPC and Congress 10-28 Letter Agreement dated January 13, 1995, Incorporated by reference from Exhibit 10-32 to between LRGI and Congress amending certain 1994 Form 10-K financing agreements and consent thereto of LPC 10-29 Letter Agreement dated January 31, 1995, Incorporated by reference from Exhibit 10-34 to between LPC and Congress amending certain 1994 Form 10-K financing agreements and consent thereto of LRGI 10-30 Letter Agreement dated January 31, 1995, Incorporated by reference from Exhibit 10-36 to between LRGI and Congress amending certain 1994 Form 10-K financing agreements and consent thereto of LPC 10-31 Amendment to Financing Agreements dated August Incorporated by reference from Exhibit 10-1 to the 1, 1995, from LPC in favor of Congress Company's Form 10-Q for the quarter ended September 30, 1995 located under Securities and Exchange Commission File No. 0-3252 ("September 30, 1995 Form 10-Q") 10-32 Amendment to Financing Agreements dated August Incorporated by reference from Exhibit 10-2 to 1, 1995, from LRGI in favor of Congress September 30, 1995 Form 10-Q 10-33 Amendment to Financing Agreements dated Incorporated by reference from Exhibit 10-49 January 16, 1996, from LPC in favor of Congress to the Company's Form 10-K for the year ended December 31, 1995 located under Securities and Exchange Commission File No. 0-3252 ("1995 Form 10-K") 10-34 Term Promissory Note dated January 16, 1996, Incorporated by reference from Exhibit 10-50 to in the amount of $375,000 from LPC in favor of 1995 Form 10-K Congress
80 -8- 10-35 Term Promissory Note dated January 16, 1996, Incorporated by reference from Exhibit 10-51 to in the amount of $450,000 from LPC in favor of 1995 Form 10-K Congress 10-36 Amendment to Financing Agreements dated Incorporated by reference from Exhibit 10-62 to February 28, 1996, from LPC in favor of 1995 Form 10-K Congress 10-37 Amendment to Financing Agreements and Consent Incorporated by reference from Exhibit 10-63 to dated March 14, 1996, from LPC in favor of 1995 Form 10-K Congress 10-38 Amendment to Financing Agreements and Consent Incorporated by reference from Exhibit 10-64 to dated March 14, 1996, from LRGI in favor of 1995 Form 10-K Congress 10-39 Term Note dated May 31, 1996, from LPC in Incorporated by reference from Exhibit 10-1 favor of Congress to the Company's Form 10-Q for the quarter ended June 30, 1996 located under Securities and Exchange Commission File No. 0-3252 10-40 Amendment to Financing Agreements dated August Incorporated by reference from Exhibit 10-3 to 21, 1996, from LRGI in favor of Congress the Company's Form 10-Q for the quarter ended September 30, 1996 located under Securities and Exchange Commission File No. 0-3252 ("September 30, 1996 Form 10-Q") 10-41 Amendment to Financing Agreements dated August Incorporated by reference from Exhibit 10-4 to 21, 1996, from LPC in favor of Congress September 30, 1996 Form 10-Q 10-42 Amendment to Financing Agreements dated Incorporated by reference from Exhibit 10-42 to January 31, 1997, from LPC in favor of Congress the Company's Form 10-K for the year ended December 31, 1996 located under Securities and Exchange Commission File No. 0-3252 ("1996 Form 10-K") 10-43 Amendment to Financing Agreements dated Incorporated by reference from Exhibit 10-43 to January 31, 1997, from LRGI in favor of 1996 Form 10-K Congress 10-44 Credit Facility and Security Agreement and Incorporated by reference from Exhibit 10-44 to Rider A to Credit Facility and Security 1996 Form 10-K Agreement dated January 31, 1997, from LPC and LRGI in favor of Bank One, Akron, NA ("Bank One") 10-45 Promissory Note (Equipment Term Loan) dated Incorporated by reference from Exhibit 10-45 to January 31, 1997, from LPC and LRGI in favor 1996 Form 10-K of Bank One
81 -9- 10-46 Promissory Note (North Canton Term Loan) dated January 31, Incorporated by reference from Exhibit 10-46 to 1997, from LPC and LRGI in favor of Bank One 1996 Form 10-K 10-47 Promissory Note (Vienna Term Loan) dated January 31, 1997, Incorporated by reference from Exhibit 10-47 to from LPC and LRGI in favor of Bank One 1996 Form 10-K 10-48 Promissory Note (Casa Grande Note) dated January 31, 1997, Incorporated by reference from Exhibit 10-48 to from LPC and LRGI in favor of Bank One 1996 Form 10-K 10-49 Promissory Note (LaGrange Term Loan) dated January 31, 1997, Incorporated by reference from Exhibit 10-49 to from LPC and LRGI in favor of Bank One 1996 Form 10-K 10-50 Promissory Note (North Canton Equipment Loan) dated January Incorporated by reference from Exhibit 10-50 to 31, 1997, from LPC and LRGI in favor of Bank One 1996 Form 10-K 10-51 Fourth Amended and Restated Promissory Note dated March 11, Incorporated by reference from Exhibit 10-51 to 1997, from LRGI in favor of Congress 1996 Form 10-K 10-52 Fourth Amended and Restated Promissory Note dated March 11, Incorporated by reference from Exhibit 10-52 to 1997, from LPC in favor of Congress 1996 Form 10-K 10-53 Amendment to Financing Agreements dated March Incorporated by reference from Exhibit 10-53 to 11, 1997, from LRGI in favor of Congress 1996 Form 10-K 10-54 Amendment to Financing Agreements dated March Incorporated by reference from Exhibit 10-54 to 11, 1997, from LPC in favor of Congress 1996 Form 10-K 10-55 Loan and Security Agreement and Rider A to Incorporated by reference from Exhibit 10-55 to Loan and Security Agreement dated March 19, 1996 Form 10-K 1997, from LPC in favor of The CIT Group/Equipment Financing, Inc. ("CIT") 10-56 Promissory Note dated March 19, 1997, from LPC Incorporated by reference from Exhibit 10-56 to in favor of CIT 1996 Form 10-K 10-57 Additional Purchase Order Provisions Lifetime Incorporated by reference in redacted form Contract between Delphi Packard Electric pursuant to Rule 24b-2 from Exhibit 10-57 to Systems and Lexington Connector Seals 1996 Form 10-K
82 -10- 10-58 Amendment to Financing Agreements and Consent Incorporated by reference from Exhibit 10-1 to dated April 17, 1997, between LPC and Congress the Company's Form 10-Q for the quarter ended March 31, 1997 located under Securities and Exchange Commission File No. 0-3252 ("March 31, 1997 Form 10-Q") 10-59 Amendment to Financing Agreements and Consent Incorporated by reference from Exhibit 10-2 to dated April 17, 1997, between LRGI and Congress March 31, 1997 Form 10-Q 10-60 First Amendment Agreement dated April 17, Incorporated by reference from Exhibit 10-3 to 1997, among LPC, LRGI, and Bank One March 31, 1997 Form 10-Q 10-61 Specimen of Amended and Restated Promissory Note Incorporated by reference from Exhibit 10-4 dated April 17, 1997, of LPC and LRGI to Bank One March 31, 1997 Form 10-Q 10-62 Specimen of Promissory Note dated August 29, Incorporated by reference from Exhibit 10-1 to 1997, from LPC the Company's Form 10-Q for the quarter ended June 30, 1997 located under Securities and Exchange Commission File No. 0-3252 ("June 30, 1997 Form 10-Q") 10-63 Note Purchase Agreement dated October 27, Incorporated by reference from Exhibit 10-2 to 1997, between LPC and Nomura June 30, 1997 Form 10-Q 10-64 Specimen of 10.5% Senior Unsecured Note due Incorporated by reference from Exhibit 10-3 to February 1, 2000, from LPC to Nomura June 30, 1997 Form 10-Q 10-65 Amended No. 1 to Credit Facility and Security Incorporated by reference from Exhibit 10-65 to Agreement dated December 31, 1997, among LPC, the Company's Form 10-K for the year ended LRGI, and Bank One December 31, 1997 located under Securities and Exchange Commission File No. 0-3252 ("1997 Form 10-K") 10-66 Amendment No. 2 to Credit Facility and Incorporated by reference from Exhibit 10-66 to Security Agreement dated March 20, 1998, among 1997 Form 10-K LPC, LRGI, and Bank One 10-67 Promissory Note dated March 31, 1998, from LPC Incorporated by reference from Exhibit 10-1 to in favor of CIT the Company's Form 10-Q for the quarter ended March 31, 1998 located under Securities and Exchange Commission File No. 0-3252 ("March 31, 1998 Form 10-Q")
83 -11- 10-68 New Equipment Term Note dated June 26, 1998, Incorporated by reference from from LPC in favor of Congress Exhibit 10-1 to the Company's Form 10-Q for the quarter ended June 30, 1998 located under Securities and Exchange Commission File No. 0-3252 ("June 30, 1998 Form 10-Q") 10-69 Second Amendment Agreement dated May 1, 1998, Incorporated by reference from from LRGI in favor of Paul H. Pennell Exhibit 10-2 to the Company's Form 10-Q for the quarter ended June 30, 1998 located under Securities and Exchange Commission File No. 0-3252 ("June 30, 1998 Form 10-Q") 10-70 Amendment No. 1 to Loan and Security Agreement Incorporated by reference from dated June 30, 1998, between Exhibit 10-1 to the Company's Form LPC and CIT 10-Q for the quarter ended September 30, 1998 located under Securities and Exchange Commission File No. 0-3252 ("September 30, 1998 Form 10-Q") 10-71 Amendment No. 3 to Credit Facility and Incorporated by reference from Security Agreement dated June 30, 1998, among Exhibit 10-2 to the Company's Form LPC, LRGI, and Bank One 10-Q for the quarter ended September 30, 1998 located under Securities and Exchange Commission File No. 0-3252 ("September 30, 1998 Form 10-Q") 10-72 Amendment to Financing Agreements and Consent Incorporated by reference from dated August 13, 1998, between LPC and Congress Exhibit 10-3 to the Company's Form 10-Q for the quarter ended September 30, 1998 located under Securities and Exchange Commission File No. 0-3252 ("September 30, 1998 Form 10-Q") 10-73 Amendment to Financing Agreements and Consent Incorporated by reference from dated August 13, 1998, between LRGI and Exhibit 10-4 to the Company's Form Congress 10-Q for the quarter ended September 30, 1998 located under Securities and Exchange Commission File No. 0-3252 ("September 30, 1998 Form 10-Q") 10-74 Amendment to Financing Agreements and Consent Incorporated by reference from dated October 20, 1998, between LPC and Exhibit 10-5 to the Company's Form Congress 10-Q for the quarter ended September 30, 1998 located under Securities and Exchange Commission File No. 0-3252 ("September 30, 1998 Form 10-Q") 10-75 Amendment to Financing Agreements and Consent Incorporated by reference from dated October 20, 1998, between LRGI and Exhibit 10-6 to the Company's Form Congress 10-Q for the quarter ended September 30, 1998 located under Securities and Exchange Commission File No. 0-3252 ("September 30, 1998 Form 10-Q") 10-76 Amendment No. 2 to Loan and Security Agreement Incorporated by reference from dated November 30, 1998, between LPC and CIT Exhibit 10-76 to 1998 Form 10-K
84 -12- 10-77 New Equipment Term Note dated December 16, Incorporated by reference from 1998, between LPC and Congress Exhibit 10-77 to 1998 Form 10-K 10-78 Amendment to Financing Agreements dated Incorporated by reference from January 28, 1999, between LPC and Congress Exhibit 10-78 to 1998 Form 10-K 10-79 Amendment to Financing Agreements dated Incorporated by reference from January 28, 1999, between LRGI and Congress Exhibit 10-79 to 1998 Form 10-K 10-80 Term Promissory Note dated January 28, 1999, Incorporated by reference from between LRGI and Congress Exhibit 10-80 to 1998 Form 10-K 10-81 Term Promissory Note dated January 28, 1999, Incorporated by reference from between LPC and Congress Exhibit 10-81 to 1998 Form 10-K 10-82 Fifth Amended and Restated Promissory Note Incorporated by reference from dated January 28, 1999, between LPC and Exhibit 10-82 to 1998 Form 10-K Congress 10-83 Amendment No. 6 to Credit Facility and Incorporated by reference from Security Agreement dated January 31, 1999, Exhibit 10-83 to 1998 Form 10-K among LPC, LRGI, and Bank One 10-84 Fifth Amendment Agreement dated March 10, Incorporated by reference from 1999, among LPC, LRGI, and Bank One Exhibit 10-84 to 1998 Form 10-K 10-85 Promissory Note (Additional Equipment Term Incorporated by reference from Loan) dated March 10, 1999, among LPC, LRGI, Exhibit 10-85 to 1998 Form 10-K and Bank One 10-86 Promissory Note dated March 30, 1999, between Incorporated by reference from LPC and CIT Exhibit 10-86 to 1998 Form 10-K 10-87 Amendment No. 3 to Loan and Security Agreement Incorporated by reference from dated March 30, 1999, between LPC and CIT Exhibit 10-87 to 1998 Form 10-K 10-88 Amendment to Financing Agreements dated March Incorporated by reference from 31, 1999, between LPC and Congress Exhibit 10-1 to the Company's Form 10-Q for the quarter ended March 31, 1999 located under Securities and Exchange Commission File No. 0-3252 ("March 31, 1999 Form 10-Q")
85 -13- 10-89 Term Promissory Note dated March 31, 1999, Incorporated by reference from between LPC and Congress Exhibit 10-2 to the Company's Form 10-Q for the quarter ended March 31, 1999 located under Securities and Exchange Commission File No. 0-3252 ("March 31, 1999 Form 10-Q") 10-90 Amendment to Financing Agreements dated March Incorporated by reference from 31, 1999, between LRGI and Congress Exhibit 10-3 to the Company's Form 10-Q for the quarter ended March 31, 1999 located under Securities and Exchange Commission File No. 0-3252 ("March 31, 1999 Form 10-Q") 10-91 Term Promissory Note dated March 31, 1999, Incorporated by reference from between LRGI and Congress Exhibit 10-4 to the Company's Form 10-Q for the quarter ended March 31, 1999 located under Securities and Exchange Commission File No. 0-3252 ("March 31, 1999 Form 10-Q") 10-92 Promissory Note dated July 29, 1999, between Incorporated by reference from LPC and CIT Exhibit 10-1 to the Company's Form 10-Q for the quarter ended June 30, 1999 located under Securities and Exchange Commission File No. 0-3252 ("June 30, 1999 Form 10-Q") 10-93 New Equipment Note dated July 30, 1999, Incorporated by reference from between LRG and Congress Exhibit 10-2 to the Company's Form 10-Q for the quarter ended June 30, 1999 located under Securities and Exchange Commission File No. 0-3252 ("June 30, 1999 Form 10-Q") 10-94 Amendment to Financing Agreements dated Incorporated by reference from October 1, 1999, between LPC and Congress Exhibit 10-1 to the Company's Form 10-Q for the quarter ended September 30, 1999 located under Securities and Exchange Commission File No. 0-3252 ("September 30, 1999 Form 10-Q") 10-95 Amendment to Financing Agreements dated Incorporated by reference from October 1, 1999, between LRG and Congress Exhibit 10-2 to the Company's Form 10-Q for the quarter ended September 30, 1999 located under Securities and Exchange Commission File No. 0-3252 ("September 30, 1999 Form 10-Q") 10-96 New Equipment Note dated December 6, 1999, Incorporated by reference from between LRGI and Congress Exhibit 10-96 to 1999 Form 10-K 10-97 Term Promissory Note dated December 30, 1999, Incorporated by reference from between LPC and Congress Exhibit 10-97 to 1999 Form 10-K
86 -14- 10-98 Sixth Amended and Restated Promissory Note Incorporated by reference from dated December 30, 1999, between LPC and Exhibit 10-98 to 1999 Form 10-K Congress 10-99 Amendment to Financing Agreements dated Incorporated by reference from December 30, 1999, between LPC and Congress Exhibit 10-99 to 1999 Form 10-K 10-100 Note Amendment No. 5 to Loan and Security Incorporated by reference from Agreement dated December 31, 1999, between LPC Exhibit 10-100 to 1999 Form 10-K and CIT 10-101 Amendment No. 8 to Credit Facility and Incorporated by reference from Security Agreement dated December 31, 1999, Exhibit 10-101 to 1999 Form 10-K among LPC, LRGI, and Bank One 10-102 Note Amendment dated January 28, 2000, between Incorporated by reference from LPC and Nomura Exhibit 10-102 to 1999 Form 10-K 10-103 Agreement dated January 31, 2000, between LPC Incorporated by reference from and Nomura Exhibit 10-103 to 1999 Form 10-K 10-104 Third Amendment Agreement between LRGI and Incorporated by reference from Paul H. Pennell Exhibit 10-104 to 1999 Form 10-K 10-105 Agreement dated January 31, 2000, among LPC, Incorporated by reference from LRGI, and Congress Exhibit 10-105 to 1999 Form 10-K 10-106 Agreement dated January 31, 2000, between LPC Incorporated by reference from and CIT Exhibit 10-106 to 1999 Form 10-K 10-107 Agreement dated January 31, 2000, among LPC, Incorporated by reference from LRGI, and Bank One Exhibit 10-107 to 1999 Form 10-K 10-108 Amendment No. 9 to Credit Facility and Incorporated by reference from Security Agreement dated as of December Exhibit 10-1 to the Company's Form 31,1999, among LPC, LRGI, and Bank One, NA 10-Q for the quarter ended March 31, 2000 located under Securities and Exchange Commission file No. 0-3252 ("March 31, 2000 Form 10-Q") 10-109 New Equipment Note dated April 24, 2000, Incorporated by reference from between Lexington Precision Corporation Exhibit 10-2 to the Company's Form ("LPC") and Congress Financial Corporation 10-Q for the quarter ended March 31, ("Congress") 2000 located under Securities and Exchange Commission file No. 0-3252 ("March 31, 2000 Form 10-Q")
87 -15- 10-110 New Equipment Note dated April 24, 2000, Incorporated by reference from between Lexington Rubber Group, Inc. ("LRGI") Exhibit 10-3 to the Company's Form and Congress 10-Q for the quarter ended March 31, 2000 located under Securities and Exchange Commission file No. 0-3252 ("March 31, 2000 Form 10-Q") 10-111 Agreement relating to 14% Junior Subordinated Incorporated by reference from Notes dated April 30, 2000, between LPC and Exhibit 10-4 to the Company's Form Michael A. Lubin 10-Q for the quarter ended March 31, 2000 located under Securities and Exchange Commission file No. 0-3252 ("March 31, 2000 Form 10-Q") 10-112 Agreement relating to Junior Subordinated Incorporated by reference from Convertible Increasing Rate Note dated April Exhibit 10-5 to the Company's Form 30, 2000, among LPC, Michael A. Lubin, and 10-Q for the quarter ended March 31, Warren Delano 2000 located under Securities and Exchange Commission file No. 0-3252 ("March 31, 2000 Form 10-Q") 10-113 Note Amendment No. 2 to Note dated as of April Incorporated by reference from 30, 2000, between LPC and Tri-Links Investment Exhibit 10-6 to the Company's Form Trust, as successor to Nomura Holding America, 10-Q for the quarter ended March 31, Inc. 2000 located under Securities and Exchange Commission file No. 0-3252 ("March 31, 2000 Form 10-Q") 10-114 Fourth Amendment Agreement dated April 30, Incorporated by reference from 2000, between LRGI and Paul H. Pennell Exhibit 10-7 to the Company's Form 10-Q for the quarter ended March 31, 2000 located under Securities and Exchange Commission file No. 0-3252 ("March 31, 2000 Form 10-Q") 10-115 Agreement dated as of April 30, 2000, among Incorporated by reference from LPC, LRGI, and Congress Exhibit 10-8 to the Company's Form 10-Q for the quarter ended March 31, 2000 located under Securities and Exchange Commission file No. 0-3252 ("March 31, 2000 Form 10-Q") 10-116 Agreement dated as of April 30, 2000, between LPC and CIT Incorporated by reference from Group/Equipment Financing, Inc. Exhibit 10-9 to the Company's Form 10-Q for the quarter ended March 31, 2000 located under Securities and Exchange Commission file No. 0-3252 ("March 31, 2000 Form 10-Q") 10-117 Agreement dated as of April 30, 2000, among Incorporated by reference from LPC, LRGI, and Bank One, NA Exhibit 10-10 to the Company's Form 10-Q for the quarter ended March 31, 2000 located under Securities and Exchange Commission file No. 0-3252 ("March 31, 2000 Form 10-Q")
88 -16- 10-118 Amendment to Financing Agreements dated May Incorporated by reference from 12, 2000, between LPC and Congress Exhibit 10-11 to the Company's Form 10-Q for the quarter ended March 31, 2000 located under Securities and Exchange Commission file No. 0-3252 ("March 31, 2000 Form 10-Q") 10-119 Amendment to Financing Agreements dated May Incorporated by reference from 12, 2000, between LRGI and Congress Exhibit 10-12 to the Company's Form 10-Q for the quarter ended March 31, 2000 located under Securities and Exchange Commission file No. 0-3252 ("March 31, 2000 Form 10-Q") 10-120 Promissory Note dated June 26, 2000, Between Incorporated by reference from Lexington Precision Corporation ("LPC") and Exhibit 10-1 to the Company's Form CIT Group/Equipment Financing, Inc. ("CIT") 10-Q for the quarter ended June 30, 2000 located under Securities and Exchange Commission file No. 0-3252 ("June 30, 2000 Form 10-Q") 10-121 Amendment No. 4 to Loan and Security Agreement Incorporated by reference from dated June 26, 2000, between LPC and CIT Exhibit 10-2 to the Company's Form 10-Q for the quarter ended June 30, 2000 located under Securities and Exchange Commission file No. 0-3252 ("June 30, 2000 Form 10-Q") 10-122 Amendment No. 10 to Credit Facility and Incorporated by reference from Security Agreement dated as of June 30, 2000, Exhibit 10-3 to the Company's Form between LPC, LRGI, and Bank One, NA 10-Q for the quarter ended June 30, 2000 located under Securities and Exchange Commission file No. 0-3252 ("June 30, 2000 Form 10-Q") 10-123 Agreement relating to 14% Junior Subordinated Incorporated by reference from No.0-3252 ("1995 Form 10-K") Notes dated Exhibit 10-4 to the Company's Form July 31, 2000, between LPC and Michael A. Lubin 10-Q for the quarter ended June 30, 2000 located under Securities and Exchange Commission file No. 0-3252 ("June 30, 2000 Form 10-Q") 10-124 Agreement relating to Junior Subordinated Incorporated by reference from Convertible Increasing Rate Note dated July Exhibit 10-5 to the Company's Form 31, 2000, among LPC, Michael A. Lubin, and 10-Q for the quarter ended June 30, Warren Delano 2000 located under Securities and Exchange Commission file No. 0-3252 ("June 30, 2000 Form 10-Q") 10-125 Note Amendment No. 3 to Note dated as of July Incorporated by reference from 31, 2000, between LPC and Tri-Links Investment Exhibit 10-6 to the Company's Form Trust, as successor to Nomura Holding America, 10-Q for the quarter ended June 30, Inc. 2000 located under Securities and Exchange Commission file No. 0-3252 ("June 30, 2000 Form 10-Q")
89 -17- 10-126 Fifth Amendment Agreement dated July 31, 2000, Incorporated by reference from between LRGI and Paul H. Pennell Exhibit 10-7 to the Company's Form 10-Q for the quarter ended June 30, 2000 located under Securities and Exchange Commission file No. 0-3252 ("June 30, 2000 Form 10-Q") 10-127 Agreement dated as of July 31, 2000, among LPC, Incorporated by reference from LRGI, and Congress Financial Corporation Exhibit 10-8 to the Company's Form ("Congress") 10-Q for the quarter ended June 30, 2000 located under Securities and Exchange Commission file No. 0-3252 ("June 30, 2000 Form 10-Q") 10-128 Agreement dated as of July 31, 2000, between Incorporated by reference from LPC and CIT Exhibit 10-9 to the Company's Form 10-Q for the quarter ended June 30, 2000 located under Securities and Exchange Commission file No. 0-3252 ("June 30, 2000 Form 10-Q") 10-129 Agreement dated as of July 31, 2000, among Incorporated by reference from LPC, LRGI, and Bank One, NA Exhibit 10-10 to the Company's Form 10-Q for the quarter ended June 30, 2000 located under Securities and Exchange Commission file No. 0-3252 ("June 30, 2000 Form 10-Q") 10-130 Congress Covenant Waiver Incorporated by reference from Exhibit 10-1 to the Company's Form 10-Q for the quarter ended September 30, 2000 located under Securities and Exchange Commission file No. 0-3252 ("September 30, 2000 Form 10-Q") 10-131 Congress Covenant Amendment dated as of August Incorporated by reference from 31, 2000 Exhibit 10-2 to the Company's Form 10-Q for the quarter ended September 30, 2000 located under Securities and Exchange Commission file No. 0-3252 ("September 30, 2000 Form 10-Q") 10-132 Agreement relating to 14% Junior Subordinated Incorporated by reference from Notes dated October 31, 2000, between LPC and Exhibit 10-3 to the Company's Form Michael A. Lubin 10-Q for the quarter ended September 30, 2000 located under Securities and Exchange Commission file No. 0-3252 (?September 30, 2000 Form 10-Q") 10-133 Agreement relating to Junior Subordinated Incorporated by reference from Convertible Increasing Rate Note dated October Exhibit 10-4 to the Company's Form 31, 2000, among LPC, Michael A. Lubin, and 10-Q for the quarter ended September Warren Delano 30, 2000 located under Securities and Exchange Commission file No. 0-3252 (?September 30, 2000 Form 10-Q")
90 -18- 10-134 Note Amendment No. 4 to Note dated as of Incorporated by reference from October 31, 2000, between LPC and Tri-Links Exhibit 10-5 to the Company's Form Investment Trust, as successor to Nomura 10-Q for the quarter ended September Holding America, Inc. 30, 2000 located under Securities and Exchange Commission file No. 0-3252 ("September 30, 2000 Form 10-Q") 10-135 Sixth Amendment Agreement dated October 31, Incorporated by reference from 2000, between LRGI and Paul H. Pennell Exhibit 10-6 to the Company's Form 10-Q for the quarter ended September 30, 2000 located under Securities and Exchange Commission file No. 0-3252 ("September 30, 2000 Form 10-Q") 10-136 Agreement dated as of October 31, 2000, among Incorporated by reference from LPC, LRGI, and Congress Financial Corporation Exhibit 10-7 to the Company's Form ("Congress") 10-Q for the quarter ended September 30, 2000 located under Securities and Exchange Commission file No. 0-3252 ("September 30, 2000 Form 10-Q") 10-137 Agreement dated as of October 31, 2000, Incorporated by reference from between LPC and CIT Exhibit 10-8 to the Company's Form 10-Q for the quarter ended September 30, 2000 located under Securities and Exchange Commission file No. 0-3252 ("September 30, 2000 Form 10-Q") 10-138 Agreement dated as of October 31, 2000, among Incorporated by reference from LPC, LRGI, and Bank One, NA Exhibit 10-9 to the Company's Form 10-Q for the quarter ended September 30, 2000 located under Securities and Exchange Commission file No. 0-3252 ("September 30, 2000 Form 10-Q") 10-139 Congress Covenant Amendment dated November 30, Filed with this Form 10-K 2000 10-140 Amendment No. 6 to Loan and Security Agreement Filed with this Form 10-K dated December 31, 2000, between LPC and CIT Group/Equipment Financing, Inc. 10-141 Amendment No. 12 to Credit Facility and Filed with this Form 10-K Security Agreement dated December 31, 2000, between LPC, LRGI, and Bank One, NA 10-142 Amendment No. 11 to Credit Facility and Filed with this Form 10-K Security Agreement dated January 31, 2001, between LPC, LRGI, and Bank One, NA
91 -19- 10-143 Agreement relating to 14% Junior Subordinated Filed with this Form 10-K Notes dated January 31, 2001, between LPC and Michael A. Lubin 10-144 Agreement relating to Junior Subordinated Filed with this Form 10-K Convertible Increasing Rate Notes dated January 31, 2001, between LPC, Michael A. Lubin, and Warren Delano 10-145 Note Amendment No. 5 relating to Note dated as Filed with this Form 10-K of January 31, 2001, between LPC and Tri-Links Investment Trust, as successor to Nomura Holding America, Inc. 10-146 Seventh Amendment Agreement dated January 31, Filed with this Form 10-K 2001, between LRGI and Paul Pennell 1997 10-147 Agreement dated January 31, 2001, between LPC, Filed with this Form 10-K LRGI, and Congress Financial Corporation 10-148 Agreement dated January 31, 2001, between LPC Filed with this Form 10-K and CIT Group/Equipment Financing, Inc. 10-149 Agreement dated January 31, 2001, between LPC, Filed with this Form 10-K LRGI, and Bank One, NA 10-150 New Equipment Term Note dated February 2001, Filed with this Form 10-K between LRG and Congress Financial Corporation 10-151 Letter Agreement dated February 2001, between Filed with this Form 10-K Congress and LRGI, and consent thereto of LPC 10-152 Letter Agreement dated March 25, 1994, between Filed with this Form 10-K Congress and LPC, and consent thereto of LRGI 21-1 Significant Subsidiary of Registrant Filed with this Form 10-K
EX-10.6 2 l87107aex10-6.txt EXHIBIT 10.6 1 Exhibit 10-6 DESCRIPTION OF 2000 COMPENSATION ARRANGEMENTS WITH LUBIN, DELANO & COMPANY During 2000, Lexington Precision Corporation (the "Company") compensated Michael A. Lubin, its Chairman of the Board, and Warren Delano, its President, indirectly through payments to Lubin, Delano & Company, an investment banking firm of which they are the only partners. These compensation arrangements provided for payment to Lubin, Delano & Company of a basic fee of $500,000, and provided for a possible incentive fee based upon attaining an operating profit target for the Company and possible transaction fees as might be agreed upon by the Company and Lubin, Delano & Company in connection with acquisitions, divestitures, financings and other similar transactions. EX-10.7 3 l87107aex10-7.txt EXHIBIT 10.7 1 Exhibit 10-7 LEXINGTON PRECISION CORPORATE OFFICE 2000 MANAGEMENT CASH BONUS PLAN 2 LEXINGTON PRECISION CORPORATE OFFICE TABLE OF CONTENTS
SECTION NUMBER PAGE ------ ---- I. PURPOSE OF PLAN 1 II. ELIGIBILITY 1 III. PLAN YEAR 1 IV. GROUPING OF PARTICIPANTS 1 V. SETTING OF TARGET BONUS PERCENTAGES 1 VI. AUTHORIZATION FORM 2 VII. NOTIFICATION OF EMPLOYEES 2 VIII. BASIS FOR BONUS PAYMENTS 3 IX. SETTING OF GOALS 3 X. CALCULATING THE BONUS POOL 4 XI. TIMING OF BONUS PAYMENTS 5 XII. OTHER 5
3 LEXINGTON PRECISION CORPORATE OFFICE 2000 MANAGEMENT CASH BONUS PLAN I. PURPOSE OF PLAN The "2000 Management Cash Bonus Plan" (the "Plan") is designed to provide meaningful incentives for officers and key employees of the Corporate Office (the "Bonus Group") of Lexington Precision Corporation (the "Company") to increase profitability while efficiently managing the Company's assets. II. ELIGIBILITY A "Participant" shall mean an individual who meets both of the following criteria: (1) The individual has been selected to participate in the Plan by the Compensation Committee of the Board of Directors of Lexington Precision Corporation upon recommendation of the president of Lexington Precision Corporation; and (2) The individual is a full-time, salaried, exempt employee of the Company on the last day of the plan year. Participants who retire during the plan year and are aged 62 or older on the date of retirement and estates of Participants who die during the plan year will be paid bonuses (if and to the extent earned) at the same time that all other Participants receive their bonuses after the end of the plan year. III. PLAN YEAR The plan year shall mean the year ending December 31, 2000. IV. GROUPING OF PARTICIPANTS The Participants in the Bonus Group, will be designated at the beginning of the plan year by the Compensation Committee of the Board of Directors of Lexington Precision Corporation upon recommendation of the president of Lexington Precision Corporation. -1- 4 V. SETTING OF TARGET BONUS PERCENTAGES Subject to the adjustment for Personal Performance (defined in Section XI below), the "Target Bonus" for each Participant shall mean the amount calculated by multiplying the Participant's aggregate base-salary received during the year by a "Target Bonus Percentage" which will be set at the beginning of the plan year by the Compensation Committee of the Board of Directors of Lexington Precision Corporation upon recommendation of the president of Lexington Precision Corporation. The "Group Target Bonus" shall mean the aggregate of the Target Bonuses of all Participants in a Bonus Group. The Target Bonus Percentage for the president of the Company will be set by the president of Lexington Precision Corporation. A Participant's bonus will always be based on the aggregate base-salary received during the year, not on the base-salary level at any particular point during the year (i.e., when calculating bonuses for Participants who received salary increases during the year, for Participants who are hired during the year or for Participants who retire or die during the year). As a general guideline, the Target Bonus Percentage levels which would typically be assigned to various categories of employees in the Bonus Group are set forth below:
TARGET BONUS POSITION PERCENTAGE -------- ---------- Senior Vice Presidents 20-35% Vice Presidents 15-25% Junior Officers 5-15%
If a Participant moves to a higher management level during the year, such Participant's Target Bonus Percentage will be reset at an appropriate higher level determined by the Compensation Committee of the Board of Directors of Lexington Precision Corporation upon recommendation of the president of Lexington Precision Corporation, as if the Target Bonus Percentage had been at the higher level for the entire year. If a Participant moves to a lower management level during the year, such Participant's Target Bonus Percentage will be reset at an appropriate lower level determined by the Compensation Committee of the Board of Directors of Lexington Precision Corporation upon recommendation of the president of Lexington Precision Corporation, as if the Target Bonus Percentage had been at the lower level for the entire year. VI. AUTHORIZATION FORM Attached hereto as Exhibit A is the "Authorization Form" which shall be used by the Compensation Committee of the Board of Directors of Lexington Precision Corporation upon recommendation of the president of Lexington Precision Corporation at the beginning of each plan year when designating -2- 5 Participants, Target Bonus Percentages and the Bonus Group's Target Pre-Bonus Operating Profit (defined in Section IX below). VII. NOTIFICATION OF EMPLOYEES Attached hereto as Exhibit B is the form of memorandum which shall be used at the beginning of each plan year to inform employees of their participation in the Plan and their Target Bonus Percentages and Target Bonuses. VIII. BASIS FOR BONUS PAYMENTS After the end of the plan year, when financial results for the year are available, a calculation will be made to determine the bonus that will be paid to each Participant. The percentage of Target Bonus earned by each Participant will depend on the following: (1) how well the Bonus Group performed relative to its Target Pre-Bonus Operating Profit; and (2) the Participant's Personal Performance (discussed below). All bonuses will be subject to the review and approval of the Board of Directors of Lexington Precision Corporation. IX. SETTING OF GOALS "Operating Profit" means profit before interest, income taxes and other non-operating expenses in accordance with the Company's standard accounting procedures. "Pre-Bonus Operating Profit" means operating profit before deducting any expenses for bonuses relating to the 2000 Management Cash Bonus Plan. The "Target Pre-Bonus Operating Profit" for the Bonus Group will be set at the beginning of the year by the Compensation Committee of the Board of Directors of Lexington Precision Corporation upon recommendation of the president of Lexington Precision Corporation. The Target Pre-Bonus Operating Profit will equal one of the following: (1) the Bonus Group's "Budgeted Pre-Bonus Operating Profit" as reflected in the annual budget for the Company; (2) an amount higher than the Company's Budgeted Pre-Bonus Operating Profit if the Budgeted Pre-Bonus Operating Profit is below reasonable -3- 6 performance-standards (taking into account, among other things, industry performance standards, historical performance standards, and the amount of capital invested in the Company); or (3) an amount lower than the Company's Budgeted Pre-Bonus Operating Profit if the Budgeted Pre-Bonus Operating Profit is above reasonable performance-standards (taking into account, among other things, industry performance standards, historical performance standards, and the amount of capital invested in the Company). The "reasonable performance standards" discussed above will be determined in the sole discretion of the Compensation Committee of the Board of Directors of Lexington Precision Corporation upon recommendation by the president of Lexington Precision Corporation. The Target Pre-Bonus Operating Profit will not be revised during the plan year, except in cases where an acquisition or divestiture of a business completed during the plan year materially affects reported operating results during that plan year. X. CALCULATING THE BONUS POOL To calculate the bonus for each of the Participants in the Bonus Group, it is first necessary to calculate the "Group Bonus Pool". The Group Bonus Pool will be calculated by multiplying the Group Target Bonus by the percentage in the column on the right below, opposite the percentage of the Target Pre-Bonus Operating Profit which was attained by that Bonus Group.
PERCENTAGE PERCENTAGE OF TARGET OF TARGET BONUS EARNED PRE-BONUS (BEFORE ADJUSTING FOR OPERATING PROFIT ATTAINED PERSONAL PERFORMANCE) ------------------------- --------------------- less than 85.00% None 85.00 - 89.99% 25% 90.00 - 94.99% 50 95.00 - 99.99% 75 100.00 - 109.99% (target) 100 110.00 - 119.99% 125 120.00 - 129.99% 150 130.00 - 139.99% 175 140.00% or more 200 (maximum)
The percentage of Target Bonus earned, before giving effect to adjustments for Personal Performance, must be in the increments shown on the above chart. For example, if the Bonus Group attained 108% of the Target Pre-Bonus Operating Profit, the percentage used for each Participant in the Bonus Group would be 100% (not 120% or 125%). The percentages of Target Bonus earned -4- 7 are "stepped," not linear. No bonuses will be earned by any Participants in the Bonus Group if less than 85% of the Target Pre-Bonus Operating Profit is attained. The Group Bonus Pool cannot exceed 200% of the Group Target Bonus. XI. TIMING OF BONUS PAYMENTS All bonus payments will be made as soon as practicable after the end of the plan year. Before any bonus payments can be made the following two requirements must be met: (1) necessary accounting and audit work must be completed so that all bonus calculations can be made; and (2) the bonus must be approved by a vote of the Board of Directors of Lexington Precision Corporation. It is anticipated that bonuses will be paid approximately 45-75 days after the end of the plan year. XII. OTHER Bonuses will be subject to income and employment tax withholding to the extent required by applicable law. Bonuses and the right to receive bonuses cannot be pledged, assigned or alienated, voluntarily or involuntarily, by any Participant. THE 2000 MANAGEMENT CASH BONUS PLAN AND ANY BONUSES GRANTED UNDER THE 2000 MANAGEMENT CASH BONUS PLAN SHALL NOT CONFER UPON ANY PARTICIPANT ANY RIGHT WITH RESPECT TO THE CONTINUANCE OF EMPLOYMENT BY THE COMPANY, NOR SHALL THEY INTERFERE IN ANY WAY WITH THE RIGHT OF THE COMPANY TO TERMINATE A PARTICIPANT'S EMPLOYMENT AT ANY TIME. THE 2000 MANAGEMENT CASH BONUS PLAN MAY BE REVISED, MODIFIED OR TERMINATED IN ANY WAY, FOR ANY REASON AND AT ANY TIME AT THE SOLE DISCRETION OF THE BOARD OF DIRECTORS OF LEXINGTON PRECISION CORPORATION BY VOTE OF A MAJORITY OF THE BOARD AT ANY REGULAR OR SPECIAL MEETING OF THE BOARD. Revised and approved by the Board of Directors of Lexington Precision Corporation on October 18, 1994 -5- EX-10.139 4 l87107aex10-139.txt EXHIBIT 10.139 1 Exhibit 10-139 LEXINGTON PRECISION CORPORATION LEXINGTON RUBBER GROUP, INC. 767 THIRD AVENUE NEW YORK, NY 10017 As of November 30, 2000 Congress Financial Corporation 1133 Avenue of the Americas New York, NY 10036 Gentlemen: Reference is made to the Covenants Supplement to Accounts Financing Agreement [Security Agreement] dated January 11, 1990, as amended (the "LPC Supplement"), by and between Congress Financial Corporation ("Congress") and Lexington Precision Corporation ("LPC") and the Covenants Supplement to Accounts Financing Agreement [Security Agreement] dated January 11, 1990, as amended (the "LRGI Supplement"), by and between Congress and Lexington Rubber Group, Inc. ("LRGI"). Congress, LPC, and LRGI hereby agree that subparagraph IV (f) of each of the LPC Supplement and the LRGI Supplement is hereby amended by changing the dollar amount of aggregate trade accounts payable that are permitted to be past due more than sixty (60) days from $4,000,000 to $5,000,000 for the period ending June 29, 2001, and to $2,250,000 thereafter. By the signatures hereto of their duty authorized officers, the parties hereto mutually covenant, warrant, and agree as set forth herein. Very truly yours, LEXINGTON PRECISION CORPORATION By: Warren Delano ---------------------------- Warren Delano President LEXINGTON RUBBER GROUP, INC. By: Warren Delano ---------------------------- Warren Delano President AGREED AND ACCEPTED: CONGRESS FINANCIAL CORPORATION By: Herbert C. Korn ---------------------------- Title: Vice President ------------------------- EX-10.140 5 l87107aex10-140.txt EXHIBIT 10.140 1 Exhibit 10.140 AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT This Amendment No. 6 (the "Amendment") dated as of December 31, 2000, to Loan and Security Agreement by and between THE CIT GROUP/EQUIPMENT FINANCING, INC. ("Lender"), and Lexington Precision Corporation ("LPC"). WHEREAS, Lender and LPC are parties to a Loan and Security Agreement dated as of March 19, 1997, including Rider A thereto (the "Agreement"). WHEREAS, LPC and Lender desire to amend the Agreement as provided herein. NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows: 1. Capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed thereto in the Agreement. 2. The definition of Cash Flow Coverage Ratio in Section 1 of Rider A to the Agreement is hereby amended in its entirety to read as follows: "CASH FLOW COVERAGE RATIO": with respect to Debtor shall mean as of any date, the sum of Debtor's net income, depreciation and amortization for its four most recent fiscal quarters less its dividends paid during such period divided by the current portion of its long term debt, other than its 12.75% senior subordinated notes due February 1, 2000 in the original principal amount of $31,720,125.00, its 14% junior subordinated notes due May 1, 2000, in the original principal amount of $346,666.67, its 14% junior subordinated convertible increasing rate notes due May 1, 2000, in the original principal amount of $1,000,000.00, its 10.5% senior unsecured note due February 1, 2000, in the original principal amount of $7,500,000.00, the 12% mortgage note of its wholly-owned subsidiary, Lexington Rubber Group, Inc., formerly known as Lexington Components, Inc. ("LRGI"), due January 31, 2000, in the original principal amount of $1,370,015.65, the various term loans secured by real estate mortages and payable by LRGI and LPC to Bank One Akron, NA, and that portion of the other term loans payable by LRGI or LPC to Bank One Akron, NA, Congress Financial Corporation, or Lender that is not scheduled to be repaid within one year after the date of the financial statements with respect to which the calculation of the Cash Flow Coverage Ratio is being made but nevertheless is classified as a current liability solely because of defaults on Indebtedness other than Indebtedness payable to Lender; PROVIDED, that for the purposes of this calculation the Debtor's results of operations shall exclude any write-down or write-off of assets (whether tangible or intangible) of any manufacturing facility or business unit of the Debtor which is recorded by Debtor as a result of the restructuring, relocation, shut-down or sale of such manufacturing facility or business unit or as a result of compliance with Financial Accounting Standard No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. 2 -2- 3. Clause (c) of Section 4 of Rider A to the Agreement is hereby amended to read as follows: (c) Maintain a Cash Flow Coverage Ratio of (i) not less than 1.15 to 1.0 from January 1, 1997 through May 31, 1997, (ii) not less than 1.2 to 1.0 from June 1,1997 through November 30, 1997, (iii) not less than 1.25 to 1.0 from December 1, 1997 through January 31, 2001, (iv) not less than 1.2 to 1.0 from February 1, 2001 through June 30, 2001, and (v) not less than 1.25 to 1.0 on and after July 1, 2001, to be calculated on a rolling four quarter basis; 4. Except as specifically amended herein, the Agreement remains in effect in accordance with its terms. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and year first written above THE CIT GROUP/EQUIPMENT FINANCING, INC. By: Anthony Joseph ----------------------------------------- Title: Vice President ----------------------------------------- LEXINGTON PRECISION CORPORATION By: Michael A. Lubin ------------------------------------------ Michael A. Lubin, Chairman of the Board EX-10.141 6 l87107aex10-141.txt EXHIBIT 10.141 1 Exhibit 10-141 AMENDMENT NO. 12 TO CREDIT FACILITY AND SECURITY AGREEMENT This Amendment No. 12 (the "Amendment") dated as of December 31, 2000, to the Credit Facility and Security Agreement by and between Bank One, NA ("Lender"), Lexington Precision Corporation ("LPC"), and Lexington Rubber Group, Inc. ("LRGI"). WHEREAS, Lender, LPC, and LRGI are parties to a Credit Facility and Security Agreement dated as of January 31, 1997, including Rider A thereto (the "Agreement"). WHEREAS, LPC, LRGI, and Lender desire to amend the Agreement as provided herein. NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows: 1. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning ascribed thereto in the Agreement. 2. Section 2.A of Rider A to the Agreement is hereby amended in its entirety to read as follows: B. Maintain on a basis consolidated with LPC's direct and indirect subsidiaries at all times a Tangible Net Worth equal to or greater than (i) TEN MILLION AND NO/100 DOLLARS ($10,000,000) from June 30, 2000 through June 30, 2001; and (ii) TWELVE MILLION FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($12,400,000) on and after July 1, 2001. 3. The definition of Cash Flow Ratio in Section 1 of Rider A to the Agreement is hereby amended in its entirety to read as follows: "Cash Flow Ratio": The ratio of cash flow to debt service as of any date, calculated as net income plus depreciation and amortization for the four most recently completed fiscal quarters minus dividends paid during such periods divided by current maturities of all long-term debt, other than the twelve and three-quarter percent (12.75%) senior subordinated notes of LPC due February 1, 2000 in the original principal amount of THIRTY-ONE MILLION SEVEN HUNDRED TWENTY THOUSAND ONE HUNDRED TWENTY-FIVE AND NO/100 DOLLARS ($31,720,125.00), the fourteen percent (14%) junior subordinated notes of LPC due May 1, 2000, in the original principal amount of THREE HUNDRED FORTY-SIX THOUSAND SIX HUNDRED SIXTY-SIX DOLLARS AND SIXTY-SEVEN CENTS ($346,666.67), the fourteen percent (14%) junior subordinated convertible increasing rate notes of LPC due May 1, 2000, in the original principal amount of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00), the ten and one-half percent (10.5%) senior unsecured note of LPC due February 1, 2000, in the original principal amount of SEVEN MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($7,500,000.00), the twelve percent (12%) mortgage note of LPC's wholly-owned subsidiary, Lexington Rubber Group, Inc., formerly known as Lexington Components, Inc. ("LRGI"), due January 31, 2000, in the original principal amount of ONE MILLION THREE HUNDRED SEVENTY THOUSAND FIFTEEN AND 65/100 DOLLARS ($1,370,015.65), the various term 2 -2- loans secured by real estate mortgages and payable by LRGI and LPC to Lender, and that portion of the other secured term loans payable by LRGI or LPC to Congress Financial Corporation, The CIT Group/Equipment Financing, Inc., or Lender that is not scheduled to be repaid within one year after the date of the financial statements with respect to which the calculation of the Cash Flow Ratio is being made but nevertheless is classified as a current liability solely because of defaults on Indebtedness other than Indebtedness payable to Lender; provided, however, that for the purposes of this calculation the Borrowers' results of operations for any four fiscal quarters shall exclude any write-down or write-off of assets (whether tangible or intangible) of any manufacturing facility or business unit of the Borrowers which is recorded by Borrowers as a result of the restructuring, relocation, shutdown or sale of such manufacturing facility or business unit or as a result of compliance with Financial Accounting Standard No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. 4. Section 2.B of Rider A to the Agreement is hereby amended in its entirety to read as follows: B. Maintain on a basis consolidated with LPC's direct and indirect subsidiaries a positive Cash Flow Ratio of (i) not less than 1.15 to 1.0 from January 1, 1997 through May 31, 1997, (ii) not less than 1.2 to 1.0 from June 1,1997 through November 30, 1997, (iii) not less than 1.25 to 1.0 from December 1, 1997 through January 31, 2001, (iv) not less than 1.2 to 1.0 from February 1, 2001 through June 30, 2001, and (v) not less than 1.25 to 1.0 on and after July 1, 2001, to be calculated on a rolling four quarter basis. 5. Section 2.C of Rider A to the Agreement is hereby amended in its entirety to read as follows: C. Maintain on a basis consolidated with LPC's direct and indirect subsidiaries operating working capital (excess of current assets over current liabilities as determined in accordance with generally accepted accounting principles) (excluding all obligations payable to Congress Financial Corporation, The CIT Group/Equipment Finance, Inc., and Lender and the current portion of other long-term indebtedness) of not less than SIX MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($6,500,000). 6. Except as specifically amended herein, the Agreement remains in effect in accordance with its terms. 3 -3- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the day and year first written above. BANK ONE, NA By: Joseph E. Manley ------------------------------ Name: Joseph E. Manley ---------------------------- Title: Vice President --------------------------- LEXINGTON PRECISION CORPORATION By: Dennis J. Welhouse ------------------------------ Name: Dennis J. Welhouse ---------------------------- Title: Senior Vice President --------------------------- LEXINGTON RUBBER GROUP, INC. By: Dennis J. Welhouse ------------------------------ Name: Dennis J. Welhouse ---------------------------- Title: Senior Vice President --------------------------- EX-10.142 7 l87107aex10-142.txt EXHIBIT 10.142 1 Exhibit 10.142 AMENDMENT NO. 11 TO CREDIT FACILITY AND SECURITY AGREEMENT This Amendment No. 11 (the "Amendment") dated as of January 31, 2001, to Credit Facility and Security Agreement by and between Bank One, NA ("Lender"), Lexington Precision Corporation ("LPC"), and Lexington Rubber Group, Inc. ("LRGI"). WHEREAS, Lender, LPC, and LRGI are parties to a Credit Facility and Security Agreement dated as of January 31, 1997, including Rider A thereto (the "Agreement"). WHEREAS, LPC, LRGI, and Lender desire to amend the Agreement as provided herein. NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows: 1. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning ascribed thereto in the Agreement. 2. Section 2.A of Rider A to the Agreement is hereby amended in its entirety to read as follows: (A) Maintain on a basis consolidated with LPC's direct and indirect subsidiaries at all times a Tangible Net Worth equal to or greater than (i) TEN MILLION FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($10,400,000) from June 30, 2000 through April 30, 2001; and (ii) TWELVE MILLION FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($12,400,000) on and after May 1, 2001. 3. Except as specifically amended herein, the Agreement remains in effect in accordance with its terms. [this space intentionally left blank] 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the day and year first written above. BANK ONE, NA By: Joseph E. Manley ------------------------------------ Title: Vice President --------------------------------- LEXINGTON PRECISION CORPORATION By: Warren Delano ------------------------------------ Warren Delano President LEXINGTON RUBBER GROUP, INC. By: Warren Delano ------------------------------------ Warren Delano President EX-10.143 8 l87107aex10-143.txt EXHIBIT 10.143 1 Exhibit 10.143 AGREEMENT (14% Junior Subordinated Notes) This Agreement dated as of January 31, 2001 (the "Agreement"), between Lexington Precision Corporation, a Delaware corporation (the "Company"), and Michael A. Lubin ("Holder"). WHEREAS, Holder is the holder of certain 14% Junior Subordinated Notes due November 1, 2000, of the Company in the aggregate original principal amount of the U.S. $346,666.67 (individually, a "Note" and collectively, the "Notes"); WHEREAS, the Company and Holder desire to, among other things, extend the maturity date of the Notes, defer the payment of certain interest on the Notes, and provide for the waiver of certain events of default, all on and subject to the terms hereof; NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto intending to be legally bound, hereby agree as follows: 1. WAIVER. Subject to paragraph 2 hereof, the Holder hereby waives any Event of Default under the Notes resulting solely from the failure of the Company to pay any principal or interest due on February 1, 2000 in respect of the Company's 12 3/4% Senior Subordinated Notes due February 1, 2000 (the "Other Indebtedness"). 2. RESCISSION OF WAIVERS. The waivers in paragraph 1(b) hereof shall be automatically rescinded, without notice to the Company, in the event that the holders of the Other Indebtedness, or the trustee in respect thereof, seeks to enforce or exercise any remedies in respect thereof. 3. MODIFICATION OF NOTES. Notwithstanding anything to the contrary in the Notes, the Company and the Holder hereby agree that (a) the maturity date of the Notes is extended to May 1, 2001, and (b) the interest on the Notes that is due and payable on February 1, 2000 (the "February 2001 Interest Payment"), will be deemed to be Defaulted Interest but will be payable on the earlier of (i) May 1, 2001, or (ii) a date that is substantially contemporaneous with the amendment of the Other Indebtedness, as contemplated by the Company's Consent Solicitation Statement dated December 28, 1999. 4. EFFECTIVE DATE; APPLICABILITY; LEGEND. This Agreement shall be deemed effective as of January 31, 2001. This Agreement shall modify each Note and any replacement note issued upon transfer of, in exchange for, or in lieu of any Note or any replacement note. Holder agrees that Holder will cause the following legend to be placed prominently on each Note and that any replacement note or notes issued by the Company upon transfer of, in exchange for, or in lieu of the Note or any replacement note shall have such legend placed thereon: THIS NOTE HAS BEEN MODIFIED PURSUANT TO THOSE CERTAIN AGREEMENTS DATED AS OF JANUARY 31, 2000, APRIL 30, 2000, JULY 31, 2000, OCTOBER 31, 2000, AND JANUARY 31, 2001, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY AT 767 THIRD AVENUE, 29TH 2 FLOOR, NEW YORK, NEW YORK, AND REFERENCE SHOULD BE MADE THERETO FOR THE TERMS THEREOF. 5. REPRESENTATIONS AND WARRANTIES. Each of the parties represents and warrants that: (a) the execution, delivery and performance of this Agreement have been duly authorized by all requisite action on his or its part; and (b) this Agreement has been duly executed and delivered by him or it and constitutes his or its legal, valid, and binding agreement, enforceable against him or it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforceability of creditors' rights generally or general equitable principles. 6. NO OTHER AMENDMENTS. Except as expressly amended, waived, modified, and supplemented hereby, each Note shall remain in full force and effect in accordance with its terms. Without limiting the generality of the foregoing, except as set forth in Section 1, 2 or 3 of this Agreement, nothing herein shall constitute a waiver of any rights or remedies of the Holder upon the occurrence of any Event of Default. 7. GENERAL PROVISIONS. (a) DEFINED TERMS. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning ascribed thereto in the Notes. (b) COUNTERPARTS. This Agreement may be executed by the parties in any number of counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be signed by facsimile transmission of the relevant signature pages hereof. (c) GOVERNING LAW. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York. (d) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the heirs, successors, and assigns of the parties hereto and any and all transferees and holders of the Notes or any replacement note. (e) HEADINGS. The paragraph headings of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 3 IN WITNESS WHEREOF, the Company and Holder have caused this Agreement to be duly executed and delivered as of the date first written above. LEXINGTON PRECISION CORPORATION By: Michael A. Lubin -------------------------------- Name: Michael A. Lubin -------------------------------- Title: Chairman of the Board -------------------------------- Michael A. Lubin ------------------------------------------ Michael A. Lubin EX-10.144 9 l87107aex10-144.txt EXHIBIT 10.144 1 Exhibit 10.144 AGREEMENT (Junior Subordinated Convertible Increasing Rate Notes) This Agreement dated as of January 31, 2001 (the "Agreement"), among Lexington Precision Corporation, a Delaware corporation (the "Company"), Michael A. Lubin ("Lubin"), and Warren Delano ("Delano"; Lubin and Delano are sometimes referred to herein individually as "Holder" and collectively as the "Holders"). WHEREAS, Lubin and Delano were the holders of certain Junior Subordinated Convertible Increasing Rate Notes due May 1, 2000, of the Company in the aggregate original principal amounts of U.S. $505,000 and $495,000, respectively (individually, a "Note" and collectively, the "Notes"); WHEREAS, on January 31, 2000, the Holders agreed to defer the payment of certain Defaulted Interest to May 1, 2000; WHEREAS, on April 30, 2000, the Holders agreed to further defer the payment of such Defaulted Interest to August 1, 2000; WHEREAS, on July 31, 2000, the Holders agreed to further defer the payment of such Defaulted Interest to November 1, 2000; WHEREAS, on October 31, 2000, the Holders agreed to further defer the payment of such Defaulted Interest to February 1, 2001; WHEREAS, on February 1, 2000, the Holders converted the Notes into shares of common stock, par value $.25 per share, of the Company; WHEREAS, the Company and Holders desire to, among other things, further defer the payment of such Defaulted Interest and provide for the waiver of certain events of default, all on and subject to the terms hereof; NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto intending to be legally bound, hereby agree as follows: 1. WAIVER. Subject to paragraph 2 hereof, each Holder hereby waives any Event of Default under the Notes resulting solely from the failure of the Company to pay any principal or interest due on February 1, 2000, in respect of the Company's 12 3/4% Senior Subordinated Notes due February 1, 2000 (the "Other Indebtedness"). 2. RESCISSION OF WAIVERS. The waivers in paragraph 1(b) hereof shall be automatically rescinded, without notice to the Company, in the event that the holders of the Other Indebtedness, or the trustee in respect thereof, seeks to accelerate the maturity of any such Other Indebtedness or to enforce or exercise any remedies in respect thereof. -2- 2 3. MODIFICATION OF ORIGINAL NOTES. Notwithstanding anything to the contrary in the Notes, the Company and each Holder hereby agree that the interest on the Notes that is due and payable on February 1, 2001 (the "February 2001 Interest Payment"), will be deemed to be Defaulted Interest but will be payable on the earlier of (i) May 1, 2001, or (ii) a date that is substantially contemporaneous with the amendment of the Other Indebtedness, as contemplated by the Company's Consent Solicitation Statement dated December 28, 1999. 4. EFFECTIVE DATE; APPLICABILITY; LEGEND. This Agreement shall be deemed effective as of January 31, 2001. This Agreement shall modify each Note and each replacement note issued upon transfer of, in exchange for, or in lieu of any Note or any replacement note. Each Holder agrees that the Holder will cause the following legend to be placed prominently on each Note and that any replacement note or notes issued by the Company upon transfer of, in exchange for, or in lieu of the Note or any replacement note shall have such legend placed thereon: THIS NOTE HAS BEEN MODIFIED PURSUANT TO THOSE CERTAIN AGREEMENTS DATED AS OF JANUARY 31, 2000, APRIL 30, 2000, JULY 31, 2000, OCTOBER 31, 2000, AN JANUARY 31, 2001, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY AT 767 THIRD AVENUE, 29TH FLOOR, NEW YORK, NEW YORK, AND REFERENCE SHOULD BE MADE THERETO FOR THE TERMS THEREOF. 5. REPRESENTATIONS AND WARRANTIES. Each of the parties represents and warrants that: (a) the execution, delivery and performance of this Agreement have been duly authorized by all requisite action on his or its part; and (b) this Agreement has been duly executed and delivered by him or it and constitutes his or its legal, valid, and binding agreement, enforceable against him or it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforceability of creditors' rights generally or general equitable principles. 6. NO OTHER AMENDMENTS. Except as expressly amended, waived, modified, and supplemented hereby, each Note shall remain in full force and effect in accordance with its terms. Without limiting the generality of the foregoing, except as set forth in Section 1, 2 or 3 of this Agreement, nothing herein shall constitute a waiver of any rights or remedies of any Holder upon the occurrence of any Event of Default. 7. GENERAL PROVISIONS. (a) DEFINED TERMS. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning ascribed thereto in the Notes. (b) COUNTERPARTS. This Agreement may be executed by the parties in any number of counterparts and all of said counterparts taken together shall be deemed to constitute one and the same -2- 3 instrument. This Agreement may be signed by facsimile transmission of the relevant signature pages hereof. (c) GOVERNING LAW. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York. (d) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the heirs, successors, and assigns of the parties hereto and any and all transferees and holders of the Notes or any replacement note. (e) HEADINGS. The paragraph headings of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. IN WITNESS WHEREOF, the Company and each Holder have caused this Agreement to be duly executed and delivered as of the date first written above. LEXINGTON PRECISION CORPORATION By: Michael A. Lubin ----------------------------------- Name: Michael A. Lubin ----------------------------------- Title: Chairman of the Board ----------------------------------- Michael A. Lubin ------------------------------------------ Michael A. Lubin ------------------------------------------ Warren Delano ------------------------------------------ Warren Delano ------------------------------------------ -3- EX-10.145 10 l87107aex10-145.txt EXHIBIT 10.145 1 Exhibit 10.145 NOTE AMENDMENT (10 1/2% Senior Unsecured Note) This Amendment No. 5 to Note dated as of January 31, 2001 (the "Amendment"), between Lexington Precision Corporation, a Delaware corporation (the "Company"), and Tri-Links Investment Trust, a Delaware trust (as successor-in-trust to Nomura Holding America, Inc.) ("Tri-Links"). WHEREAS, Tri-Links is the holder of that certain 10 1/2% Senior Unsecured Note due February 1, 2000, of the Company in the original principal amount of the U.S. $7,500,000, dated October 27, 1997, No. SU-1, as amended by Amendment No. 1 dated as of January 31, 2000, Amendment No. 2 dated as of April 30, 2000, Amendment No. 3 dated as of July 31, 2000, and Amendment No. 4 dated as of October 31, 2000 (the "Note"); WHEREAS, the Company and Tri-Links desire to amend the Note on and subject to the terms hereof; NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto intending to be legally bound, hereby agree as follows: 1. AMENDMENT OF NOTE. The first paragraph on page 1 of the Note is hereby amended to extend the maturity date of the Note from February 1, 2001, to May 1, 2001, by replacing the reference to "February 1, 2001," with "May 1, 2001." 2. WAIVER. Subject to paragraph 3, hereof, Tri-Links hereby waives, until May 1, 2001, any Event of Default under the Note resulting solely from the failure of the Company to pay any principal or interest due on February 1, 2000, in respect of the Company's 12 3/4% Senior Subordinated Notes due February 1, 2000 ("Other Indebtedness"). 3. RESCISSION OF WAIVER. The foregoing waiver shall be automatically rescinded, without notice to the Company, in the event that the holders of the Other Indebtedness, or the trustee in respect thereof, seek to enforce or exercise any remedies in respect thereof. 4. EFFECTIVE DATE. This Amendment shall be deemed effective as of January 31, 2000. Tri-Links hereby waives any Default or Event of Default as a result of the failure to pay the principal amount of the Note on February 1, 2001. The Company and Tri-Links agree that, during the period from February 1, 2001 through May 31, 2001, the provisions of paragraph 4(b) of the Note shall apply with respect to the entire principal amount of the Note and interest shall be payable at the rate provided in paragraph 4(b). -1- 2 5. APPLICABILITY; LEGEND. This Amendment shall amend the Note and each replacement note issued upon transfer of, in exchange for or in lieu of the Note. Tri-Links agrees that it will cause the following legend to be placed prominently on the Note and that any replacement notes issued by the Company upon transfer of, in exchange for, or in lieu of the Note shall have such legend placed thereon: THIS NOTE HAS BEEN AMENDED PURSUANT TO THAT CERTAIN AMENDMENT NO. 5 TO NOTE DATED AS OF JANUARY 31, 2001, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY AT 767 THIRD AVENUE, 29TH FLOOR, NEW YORK, NEW YORK, AND REFERENCE SHOULD BE MADE THERETO FOR THE TERMS THEREOF. 6. REPRESENTATIONS AND WARRANTIES. Each of the parties represents and warrants that: (a) the execution, delivery and performance of this Amendment have been duly authorized by all requisite action on its part; and (b) this Amendment has been duly executed and delivered by it and constitutes its legal, valid, and binding agreement, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforceability of creditors' rights generally or general equitable principles. 7. NO OTHER AMENDMENTS. Except as expressly amended, waived, modified, and supplemented hereby, the Note shall remain in full force and effect in accordance with its terms. 8. GENERAL PROVISIONS. (a) DEFINED TERMS. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning ascribed thereto in the Note. (b) COUNTERPARTS. This Amendment may be executed by the parties in any number of counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be signed by facsimile transmission of the relevant signature pages hereof. (c) GOVERNING LAW. This Amendment shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York. (d) SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto and any and all transferees and holders of the Note or any replacement note. (e) HEADINGS. The paragraph headings of this Amendment are for convenience of reference only and are not to be considered in construing this Amendment. -2- 3 IN WITNESS WHEREOF, the Company and Tri-Links have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers effective as of the first date written above. LEXINGTON PRECISION CORPORATION By: Warren Delano ------------------------------------ Name: Warren Delano ------------------------------------ Title: President ------------------------------------ Tri-links Investment Trust By: David A. Vanaskey, Jr. ------------------------------------ Name: David A. Vanaskey, Jr. ------------------------------------ Title: Vice President ------------------------------------ CONSENT ------- The undersigned, Lexington Rubber Group, Inc. (formerly Lexington Components, Inc.), a Delaware corporation, hereby consents to Amendment No. 5 to Note (the "Amendment") dated and effective as of January 31, 2001, between Lexington Precision Corporation (the "Company") and Tri-Links Investment Trust (as successor-in-interest to Nomura Holding America, Inc.), which amends the Company's 10 1/2% Senior Unsecured Note due February 1, 2001 (the "Note"), as amended by Amendment No. 1 dated as of January 31, 2000, Amendment No. 2 dated as of April 30, 2000, Amendment No. 3 dated as of July 31, 2000, and Amendment No. 4 dated as of October 31, 2000, and hereby confirms and agrees that its Guarantee of the Note shall continue to be in full force and effect and shall apply to the Note as amended by the Amendment and that all references in said Guarantee to "Note" or "Notes" shall refer to the Note as amended by the Amendment. LEXINGTON RUBBER GROUP, INC. By: Warren Delano ------------------------------------ Name: Warren Delano ------------------------------------ Title: President ------------------------------------ -3- EX-10.146 11 l87107aex10-146.txt EXHIBIT 10.146 1 Exhibit 10.146 SEVENTH AMENDMENT AGREEMENT SEVENTH AMENDMENT AGREEMENT dated as of January 31, 2001, between Lexington Rubber Group, Inc., a Delaware corporation ("LRGI"), formerly known as Lexington Components, Inc., which, in turn, was formerly known as EPI Acquisitions Corp. ("EPI"), and Paul H. Pennell ("Pennell"). WHEREAS, EPI and Pennell entered into certain financing agreements pursuant to that certain Asset Purchase Agreement dated as of November 30, 1988 (the `Purchase Agreement"), between EPI and Pennell; WHEREAS, such financings agreements consist of a Promissory Note dated November 30, 1988, from EPI to Pennell in the original principal amount of $3,530,000 (the "Note"; the Note, as heretofore amended and as amended by this Amendment Agreement, is referred to as the "Amended Note"), a Mortgage dated as of November 30, 1988, from EPI to Pennell (the "Mortgage") and a Security Agreement dated as of November 30, 1988, between EPI and Pennell (the "Security Agreement"; the Note, the Mortgage and the Security Agreement, as the same have heretofore have been or contemporaneously are being amended, modified or supplemented, are herein collectively referred to as the "Financing Agreements"); WHEREAS, the Note was amended by that certain Amendment Agreement dated as of November 30, 1991, and recorded with the Clerk of Court of York County, South Carolina as Book 355 at Page 195 on December 16, 1991. WHEREAS, pursuant to the terms thereof, the principal amount of the Note and the term thereof have been amended as a result of that certain Release and Notice Agreement dated as of March 31, 1993, between LCI and Pennell; WHEREAS, the Note was amended by that certain Second Amendment Agreement dated as of June 23, 1998 and effective on May 1, 1998, and recorded with the Clerk of Court of York County, South Carolina, in Volume 2294 at Page 107 on June 24, 1998; WHEREAS, the Note was amended by that certain Third Amendment Agreement dated as of January 31, 2000, and recorded with the Clerk of Court of York County, South Carolina, in Volume ___ at page ___ on _________, 2000; WHEREAS, the Note was amended by that certain Fourth Amendment Agreement dated as of April 30, 2000, and recorded with the Clerk of Court of York County, South Carolina, in Volume ___ at page ___ on _________, 2000; WHEREAS, the Note was amended by that Fifth Amendment Agreement dated as of July 31, 2000, and recorded with the Clerk of York County, South Carolina in Volume ___ at page ___ on _________, 2000; -2- 2 WHEREAS, the Note was amended by that Sixth Amendment Agreement dated as of October 31, 2000, and recorded with the Clerk of York County, South Carolina in Volume ___ at page ___ on _________, 2000; and WHEREAS, LRGI and Pennell desire to further amend the Note in the manner set forth below; NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, LRGI and Pennell, intending to be legally bound, hereby agree as follows: 1. AMENDMENT OF NOTE. (a) (a) The Note, as amended, is hereby further amended by deleting therefrom the second and third paragraph on page 1 thereof in their entirety and substituting therefor the following paragraph: The principal of and interest on this Note shall be payable as follows: (i) Monthly interest only payments in the amount of $13,700.16 each shall be payable on the last day of each month commencing May 31, 1998, and on the last day of each month thereafter until April 30, 2001. Simple interest on the principal amount hereunder shall accrue at the rate of 12% per annum until the principal balance is paid in full; (ii) The principal sum of the Note, together with all accrued and unpaid interest thereon, if any, shall be due and payable on April 30, 2001; and (iii) Any payment which is required to be made on a Saturday, Sunday or legal holiday shall be payable on the next succeeding day which is not a Saturday, Sunday or legal holiday. (b) Pennell shall cause the following legend to be placed prominently on the Note; THIS NOTE HAS BEEN AMENDED BY A SEVENTH AMENDMENT AGREEMENT DATED AS OF JANUARY 31, 2001, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF BUYER AT 767 THIRD AVENUE, 29TH FLOOR, NEW YORK, NEW YORK. (c) To the extent that this Seventh Amendment Agreement amends the Note, as heretofore amended, the Note is hereby amended. All references to the Note in the Purchase Agreement and the Financing Agreements or any other agreement or document relating to the Financing Agreements shall be deemed to refer to the Amended Note. 2. FURTHER ASSURANCES. Each of the parties hereto shall execute and deliver such additional documents and take such additional actions as may be requested by the other party to effectuate the provisions and purposes of this Seventh Amendment Agreement. In connection therewith, LRGI shall cause Lexington Precision Corporation to execute and deliver to Pennell a consent in the form of EXHIBIT A hereto (the "Consent"). -2- 3 3. MORTGAGE. For purposes of notifying persons of the amendment of the Note pursuant to this Seventh Amendment Agreement and the effect thereof upon the Mortgage, it is intended that this Seventh Amendment Agreement shall be filed with the real estate mortgages of York County, South Carolina. For purposes of the foregoing, EXHIBIT B hereto sets forth a description of the real property to which the Mortgage relates. 4. REPRESENTATIONS AND WARRANTIES. LRGI hereby represents and warrants to Pennell that: (a) LRGI has full power and authority to execute and deliver this Seventh Amendment Agreement; (b) this Seventh Amendment Agreement constitutes the legal, valid and binding obligation of LRGI, enforceable against LRGI in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforceability of creditors' rights generally or equitable principles at the time in effect; (c) the execution, delivery and performance by LRGI of this Seventh Amendment Agreement have been duly authorized by all requisite corporate action of LRGI; and (d) the execution and delivery by LRGI of this Seventh Amendment Agreement and the performance by LRGI of the Amended Note will not (i) violate any law or regulation binding upon LRGI or the Certificate of Incorporation or By-laws of LRGI, (ii) violate or constitute (with due notice or lapse of time or both) a default under any indenture, agreement, license or other instrument to which LRGI is a party or by which it or any of its properties may be bound, (iii) violate any order of any court, tribunal or governmental agency binding upon LRGI or its properties, (iv) result in the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of LRGI other than pursuant to the Financing Agreements, or (v) require any license, consent or approval of any governmental agency or regulatory authority. 5. MISCELLANEOUS. (a) (a) This Seventh Amendment Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York without reference to its principles of conflicts of law. (b) Except as expressly amended hereby, all terms and conditions of the Financing Agreements and all rights of Pennell and obligations of LRGI thereunder and under all related documents, shall remain in full force and effect. (c) LRGI hereby agrees to pay on demand all costs and expenses (including without limitation the reasonable fees and expenses of counsel to Pennell) incurred by Pennell in connection with the negotiation, preparation, execution and delivery of this Seventh Amendment Agreement and all related documents. (d) This Seventh Amendment Agreement may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. -3- 4 IN WITNESS WHEREOF, the parties hereto have executed this Seventh Amendment Agreement as of the date first above written. IN THE PRESENCE OF: LEXINGTON RUBBER GROUP, INC. (SEAL) Kelly Young By: Warren Delano - -------------------------------------------------- ------------------------------------------ Witness (as to Lexington Rubber Group, Inc.) Warren Delano President Michael A. Lubin - -------------------------------------------------- Witness (as to Lexington Rubber Group, Inc.) Mark D. Myhal Paul H. Pennell (SEAL) - -------------------------------------------------- ----------------------------------------------- Witness (As to Paul H. Pennell) Paul H. Pennell Phyllis Pennell - -------------------------------------------------- Witness (as to Paul H. Pennell)
-3- EX-10.147 12 l87107aex10-147.txt EXHIBIT 10.147 1 Exhibit 10.147 AGREEMENT This Agreement dated as of January 31, 2001 (the "Agreement"), among Lexington Precision Corporation, a Delaware corporation (the "LPC"), Lexington Rubber Group, Inc., a Delaware corporation formerly known as Lexington Components, Inc. ("LRG"; LPC and LRG are referred to individually as "Borrower" and collectively as the "Borrowers"), and Congress Financial Corporation ("Congress"). WHEREAS, Congress and each of the Borrowers have entered into an Accounts Financing Agreement [Security Agreement] dated as of January 11, 1990, as amended, and all supplements thereto and related financing and security agreements (all of the foregoing, as the same have been or may be amended, replaced, extended, modified, or supplemented, are referred to as the "Financing Agreements"). NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. WAIVER. Subject to paragraph 2 hereof, Congress hereby waives, until May 1, 2001, any Event of Default resulting solely from the failure of the LPC to pay any principal or interest due on February 1, 2000, May 1, 2000, August 1, 2000, November 1, 2000, or February 1, 2001, in respect of (a) LPC's 14% Junior Subordinated Notes due February 1, 2001, (b) LPC's Junior Subordinated Convertible Increasing Rate Notes due May 1, 2000, and/or (c) LPC's 12 3/4% Senior Subordinated Notes due February 1, 2000 (the indebtedness referred to in clauses (a), (b), and (c) is referred to herein as the "Other Indebtedness"). 2. RESCISSION OF WAIVERS. The foregoing waivers shall be automatically rescinded, without notice to LPC or LRG, in the event that the holder of any Other Indebtedness or trustee in respect thereof seeks to accelerate the maturity of any such Other Indebtedness or to enforce or exercise any remedies in respect thereto. 3. EFFECTIVE DATE. This Agreement shall be deemed effective as of January 31, 2001. 4. REPRESENTATIONS AND WARRANTIES. Each of the parties represents and warrants that: (a) the execution, delivery, and performance of this Agreement have been duly authorized by all requisite action on its part; and (b) this Agreement has been duly executed and delivered by it and constitutes its legal, valid, and binding agreement, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforceability of creditors' rights generally or by general equitable principles. 5. NO OTHER AMENDMENTS. Except as set forth herein, all terms and provisions of the Financing Agreements among Congress, LPC and LRG shall remain in full force and effect. Except as expressly set forth herein, no other or further amendment, waiver or consent is implied by, and LPC and LRG shall not be entitled to, any other or further amendment, waiver or consent by virtue of the provisions of this Agreement. In 2 addition, without limiting the foregoing, the waivers of Congress set forth herein do not constitute an agreement to, and LPC and LRG acknowledge that Congress may decline to, grant any other or further waivers with respect to the subject matter hereof or any other matters regardless of whether or not there occurs any change in facts or circumstances relating to LPC and/or LRG. 6. GENERAL PROVISIONS. (a) DEFINED TERMS. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning ascribed thereto in the Financing Agreements. (b) COUNTERPARTS. This Agreement may be executed by the parties in any number of counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement may be signed by facsimile transmission of the relevant signature pages hereof. (c) GOVERNING LAW. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York. (d) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. (e) HEADINGS. The paragraph headings of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. -2- 3 IN WITNESS WHEREOF, each Borrower and Congress have caused this Agreement to be duly executed and delivered as of the date first written above. LEXINGTON PRECISION CORPORATION By: Warren Delano ---------------------------------------------- Name: Warren Delano ------------------------------------------- Title: President ------------------------------------------- LEXINGTON RUBBER GROUP, INC. By: Warren Delano ---------------------------------------------- Name: Warren Delano ------------------------------------------- Title: President ------------------------------------------- CONGRESS FINANCIAL CORPORATION By: Herbert C. Korn ---------------------------------------------- Name: Herbert C. Korn ------------------------------------------- Title: Vice President ------------------------------------------- -3- EX-10.148 13 l87107aex10-148.txt EXHIBIT 10.148 1 Exhibit 10.148 AGREEMENT This Agreement dated as of January 31, 2001 (the "Agreement"), between Lexington Precision Corporation, a Delaware corporation (the "LPC"), and The CIT Group/Equipment Financing, Inc. ("Lender"). WHEREAS, Lender and LPC have entered into a certain Loan and Security Agreement dated as of March 19, 1997, including Rider A thereto, as amended, and certain supplements, documents, instruments, and agreements in connection therewith and LPC has executed certain promissory notes in connection therewith (all of the foregoing, as amended, modified, and supplemented, being referred to collectively as the "Loan Documents"). NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. WAIVER. Subject to paragraph 2, hereof, the Lender hereby waives, until May 1, 2001, any Default or Event of Default under any of the Loan Documents, resulting solely from the failure of LPC to pay any principal or interest due on February 1, 2000, May 1, 2000, August 1, 2000, November 1, 2000, or February 1, 2001, in respect of (a) LPC's 14% Junior Subordinated Notes due February 1, 2001, (b) LPC's Junior Subordinated Convertible Increasing Rate Notes due May 1, 2000, and/or (c) LPC's 12 3/4% Senior Subordinated Notes due February 1, 2000 (the indebtedness referred to in clauses (a), (b) and (c) is referred to herein as the "Other Indebtedness"). 2. RESCISSION OF WAIVERS. The foregoing waivers shall be automatically rescinded, without notice to LPC, in the event that the holder of any Other Indebtedness or trustee in respect thereof seeks to accelerate the maturity of any such Other Indebtedness or to enforce or exercise any remedies in respect thereto. 3. EFFECTIVE DATE. This Agreement shall be deemed effective as of January 31, 2001. 4. REPRESENTATIONS AND WARRANTIES. Each of the parties represents and warrants that: (a) the execution, delivery, and performance of this Agreement have been duly authorized by all requisite action on its part; and (b) this Agreement has been duly executed and delivered by it and constitutes its legal, valid, and binding agreement, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforceability of creditors' rights generally or by general equitable principles. 5. NO OTHER AMENDMENTS. Except as set forth herein, all terms and provisions of the Loan Documents among Lender and LPC shall remain in full force and effect. Except as expressly set forth herein, no other or further amendment, waiver or consent is implied by, and LPC shall not be entitled to, any other or further amendment, waiver or consent by virtue of the provisions of this Agreement. In addition, without limiting the foregoing, the waivers of Lender set forth herein do not constitute an agreement to, and LPC acknowledges that Lender may decline to, grant any other or further waivers with respect to the subject 2 matter hereof or any other matters regardless of whether or not there occurs any change in facts or circumstances relating to LPC. 6. GENERAL PROVISIONS. (a) DEFINED TERMS. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning ascribed thereto in the Loan Documents. (b) COUNTERPARTS. This Agreement may be executed by the parties in any number of counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement may be signed by facsimile transmission of the relevant signature pages hereof. (c) GOVERNING LAW. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York. (d) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. (e) HEADINGS. The paragraph headings of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. -2- 3 IN WITNESS WHEREOF, LPC and Lender have caused this Agreement to be duly executed and delivered as of the date first written above. LEXINGTON PRECISION CORPORATION By: Warren Delano -------------------------------------- Name: Warren Delano ----------------------------------- Title: President ----------------------------------- THE CIT GROUP/EQUIPMENT FINANCING, INC. By: Anthony Joseph -------------------------------------- Name: Anthony Joseph ----------------------------------- Title: Vice President ----------------------------------- -3- EX-10.149 14 l87107aex10-149.txt EXHIBIT 10.149 1 Exhibit 10.149 AGREEMENT This Agreement dated as of January 31, 2001 (the "Agreement"), among Lexington Precision Corporation, a Delaware corporation (the "LPC"), Lexington Rubber Group, Inc., a Delaware corporation formerly known as Lexington Components, Inc. ("LRG"; LPC and LRG are referred to individually as "Borrower" and collectively as the "Borrowers"), and Bank One, NA (formerly known as Bank One, Akron, NA) ("Lender"). WHEREAS, Lender and each of the Borrowers have entered into a certain Credit Facility and Security Agreement dated as of January 31, 1997, including Rider A thereto, as amended, modified, and supplemented, and certain mortgages, security agreements, deeds of trust and other documents, instruments, and agreements in connection therewith, and the Borrowers have executed certain promissory notes in connection therewith (all of the foregoing, as amended, modified, and supplemented, being referred to collectively as the "Loan Documents"). NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. WAIVER. Subject to paragraph 2 hereof, the Lender hereby waives, until May 1, 2001, any Default or Event of Default under any of the Loan Documents resulting solely from the failure of LPC to pay any principal or interest due on February 1, 2000, May 1, 2000, August 1, 2000, November 1, 2000, or February 1, 2001, in respect of (a) LPC's 14% Junior Subordinated Notes due February 1, 2001, (b) LPC's Junior Subordinated Convertible Increasing Rate Notes due May 1, 2000, and/or (c) LPC's 12 3/4% Senior Subordinated Notes due February 1, 2000 (the indebtedness referred to in clauses (a), (b), and (c) is referred to herein as the "Other Indebtedness"). 2. RESCISSION OF WAIVERS. The foregoing waivers shall be automatically rescinded, without notice to LPC or LRG, in the event that the holder of any Other Indebtedness or trustee in respect thereof seeks to accelerate the maturity of any such Other Indebtedness or to enforce or exercise any remedies in respect thereto. 3. EFFECTIVE DATE. This Agreement shall be deemed effective as of January 31, 2001. 4. REPRESENTATIONS AND WARRANTIES. Each of the parties represents and warrants that: (a) the execution, delivery, and performance of this Agreement have been duly authorized by all requisite action on its part; and (b) this Agreement has been duly executed and delivered by it and constitutes its legal, valid, and binding agreement, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforceability of creditors' rights generally or by general equitable principles. 5. NO OTHER AMENDMENTS. Except as set forth herein, all terms and provisions of the Loan Documents among Lender, LPC and LRG shall remain in full force and effect. Except as expressly set forth herein, no other or further amendment, waiver or consent is implied by, and LPC and LRG shall not be entitled to, 2 any other or further amendment, waiver or consent by virtue of the provisions of this Agreement. In addition, without limiting the foregoing, the waivers of Lender set forth herein do not constitute an agreement to, and LPC and LRG acknowledge that Lender may decline to, grant any other or further waivers with respect to the subject matter hereof or any other matters regardless of whether or not there occurs any change in facts or circumstances relating to LPC and/or LRG 6. GENERAL PROVISIONS. (a) DEFINED TERMS. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning ascribed thereto in the Loan Documents. (b) COUNTERPARTS. This Agreement may be executed by the parties in any number of counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement may be signed by facsimile transmission of the relevant signature pages hereof. (c) GOVERNING LAW. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York. (d) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. (e) HEADINGS. The paragraph headings of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. -2- 3 IN WITNESS WHEREOF, each Borrower and Lender have caused this Agreement to be duly executed and delivered as of the date first written above. LEXINGTON PRECISION CORPORATION By: Warren Delano -------------------------------- Name: Warren Delano -------------------------------- Title: President -------------------------------- LEXINGTON RUBBER GROUP, INC. By: Warren Delano -------------------------------- Name: Warren Delano -------------------------------- Title: President -------------------------------- BANK ONE, NA By: Joseph E. Manley -------------------------------- Name: Joseph E. Manley -------------------------------- Title: Vice President -------------------------------- -3- EX-10.150 15 l87107aex10-150.txt EXHIBIT 10.150 1 Exhibit 10.150 NEW EQUIPMENT TERM NOTE ----------------------- $2,000,000 February 8, 2001 FOR VALUE RECEIVED, LEXINGTON RUBBER GROUP, INC., formerly known as Lexington Components, Inc., a Delaware corporation (the "Debtor"), hereby unconditionally promises to pay to the order of CONGRESS FINANCIAL CORPORATION, a Delaware corporation, as successor by merger to Congress Financial Corporation, a California corporation (the "Payee"), at the offices of Payee at 1133 Avenue of the Americas, New York, New York 10036, or at such other place as the Payee or any holder hereof may from time to time designate, the principal sum of TWO MILLION DOLLARS ($2,000,000) in lawful money of the United States of America and in immediately available funds, in sixty (60) consecutive monthly installments (or earlier as hereinafter referred to) on the first day of each month commencing March 1, 2001, of which the first fifty-nine (59) installments shall each be in the amount of THIRTY THREE THOUSAND THREE HUNDRED AND THIRTY THREE DOLLARS ($33,333), and the last (i.e., sixtieth (60th)) installment shall be in the amount of the entire unpaid balance of this Note. Debtor hereby further promises to pay interest to the order of Payee on the unpaid principal balance hereof at the Interest Rate. Such interest shall be paid in like money at said office or place from the date hereof, commencing on the first day of the month next following the date hereof, and on the first day of each month thereafter until the indebtedness evidenced by this Note is paid in full. Interest payable upon and during the continuance of an Event of Default or following the effective date of termination or non-renewal of the Financing Agreements shall be payable upon demand. For purposes hereof, the term "Interest Rate" shall mean, as to Prime Rate Loans, a rate equal to the Prime Rate, and as to Eurodollar Rate Loans, a rate of two and one-half (2 1/2%) percent per annum in excess of the Adjusted Eurodollar Rate; PROVIDED, THAT, at Payee's option, the Interest Rate shall mean a rate of two (2%) percent per annum in excess of the Prime Rate as to Prime Rate Loans and a rate of four and one-half (4 1/2%) percent per annum in excess of the Adjusted Eurodollar Rate as to Eurodollar Rate Loans, upon and during the continuance of an Event of Default or following the effective date of termination or non-renewal of the Financing Agreements, and the term "Prime Rate" shall mean the rate from time to time publicly announced by First Union National Bank, or its successors, as its prime rate, whether or not such announced rate is the best rate available at such bank. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned thereto in the Accounts Agreement (as hereinafter defined) and the other Financing Agreements. The Interest Rate payable hereunder as to Prime Rate Loans shall increase or decrease by an amount equal to each increase or decrease, respectively, in such Prime Rate, effective on the first day of the month after any change in such Prime Rate, based on the Prime Rate in effect on the last day of the month in which any such change occurs. Interest shall be calculated on the basis of a three hundred sixty (360) day year and actual days elapsed. In no event shall the interest charged hereunder exceed the maximum permitted under the laws of the State of New York or other applicable law. 2 This Note is issued pursuant to the terms and provisions of the letter agreement re: Amendment to Financing Agreements, dated as of March 11, 1997 between Debtor and Payee, as amended by the letter agreement re: Amendment to Financing Agreements, dated October 20, 1998, between Debtor and Payee and the letter agreement re: Amendment to Financing Agreements, dated January 28, 1999, between Debtor and Payee (collectively, the "Amendment") to evidence a "New Equipment Term Loan" (as defined in the New Equipment Term Loan Agreement as referred to in and as modified by the Amendment) made by Payee to Debtor. This Note is secured by the "Collateral" described in the Accounts Financing Agreement [Security Agreement], dated January 11, 1990, by and between Payee and Debtor, as amended (the "Accounts Agreement") and any agreement, document or instrument now or at any time hereafter executed and/or delivered in connection therewith or related thereto (the foregoing, as the same now exist or may hereafter be amended, modified, supplemented, renewed, extended, restated or replaced, are hereinafter collectively referred to as the "Financing Agreements") and is entitled to all of the benefits and rights thereof and of the Financing Agreements. At the time any payment is due hereunder, at its option, Payee may charge the amount thereof to any account of Debtor maintained by Payee. If any principal or interest payment is not made when due hereunder, and such failure shall continue for three (3) days, or if any other Event of Default (as defined in the Accounts Agreement) shall occur for any reason, or if the Financing Agreements shall be terminated or not renewed for any reason whatsoever, then and in any such event, in addition to all rights and remedies of Payee under the Financing Agreements, applicable law or otherwise, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively and concurrently, Payee may, at its option, declare any or all of Debtor's obligations, liabilities and indebtedness owing to Payee under the Financing Agreements (the "Obligations"), including, without limitation, all amounts owing under this Note, to be due and payable, whereupon the then unpaid balance hereof together with all interest accrued thereon, shall forthwith become due and payable, together with interest accruing thereafter at the then applicable rate stated above until the indebtedness evidenced by this Note is paid in full, plus the costs and expenses of collection hereof, including, but not limited to, reasonable attorneys' fees. Debtor (i) waives diligence, demand, presentment, protest and notice of any kind, (ii) agrees that it will not be necessary for any holder hereof to first institute suit in order to enforce payment of this Note and (iii) consents to any one or more extensions or postponements of time of payment, release, surrender or substitution of collateral security, or forbearance or other indulgence, without notice or consent. Upon the occurrence of any Event of Default and during the continuance thereof, Payee shall have the right, but not the obligation to setoff against this Note all money owed by Payee to Debtor. Payee shall not be required to resort to any Collateral for payment, but may proceed against Debtor and any guarantors or endorsers hereof in such order and manner as Payee may choose. None of the rights of Payee shall be waived or diminished by any failure or delay in the exercise thereof. 2 3 Debtor hereby waives the right to a trial by jury and all rights of setoff and rights to interpose counterclaims and cross-claims in any litigation or proceeding arising in connection with this Note, the Accounts Agreement, the other Financing Agreements, the Obligations or the Collateral, other than compulsory counterclaims, the non-assertion of which would result in a permanent waiver. Debtor hereby irrevocably consents to the non-exclusive jurisdiction of the Supreme Court of the State of New York and of the United States District Court for the Southern District of New York for all purposes in connection with any action or proceeding arising out of or relating to this Note, the Accounts Agreement, the other Financing Agreements, the Obligations or the Collateral and further consents that any process or notice of motion or other application to said Courts or any judge thereof, or any notice in connection with any proceeding hereunder may be served (i) inside or outside the State of New York by registered or certified mail, return receipt requested, and service or notice so served shall be deemed complete five (5) days after the same shall have been posted or (ii) in such other manner as may be permissible under the rules of said Courts. Within thirty (30) days after such mailing, Debtor shall appear in answer to such process or notice of motion or other application to said Courts, failing which Debtor shall be deemed in default and judgment may be entered by Payee against Debtor for the amount of the claim and other relief requested therein. The execution and delivery of this Note has been authorized by the Board of Directors of Debtor. This Note, the other Obligations and the Collateral shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the successors and assigns of Debtor and inure to the benefit of Payee and its successors, endorsees and assigns. If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected thereby. This Note may not be changed, modified or terminated orally, but only by an agreement in writing signed by the Payee or the holder hereof. Whenever used herein, the terms "Debtor" and "Payee" shall be deemed to include their respective successors and assigns. LEXINGTON RUBBER GROUP, INC. By: Michael A. Lubin ---------------------------------- Title: Chairman of the Board ------------------------------- 3 EX-10.151 16 l87107aex10-151.txt EXHIBIT 10.151 1 Exhibit 10.151 February 8, 2001 Lexington Precision Corporation 767 Third Avenue New York, New York 10017 Re: New Equipment Term Loan Limit ----------------------------- Gentlemen: Reference is made to certain financing agreements dated January 11, 1990 between Lexington Precision Corporation ("LPC") and Congress Financial Corporation ("Congress"), including, but not limited to, an Accounts Financing Agreement [Security Agreement], as amended (the "Accounts Agreement"), and all supplements thereto and all other related financing and security agreements (collectively, all of the foregoing, as the same have heretofore or contemporaneously been or may be hereafter, amended, replaced, extended, modified or supplemented, the "Financing Agreements"). Capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed thereto in the Accounts Agreement and the other Financing Agreements. Pursuant to the terms of the letter agreement re: Amendment to Financing Agreements, dated as of March 25, 1994, as amended, Congress may from time to time make New Equipment Term Loans to LPC and Lexington Rubber Group, Inc. ("LRG") up to the aggregate principal amount of $5,000,000 (the "New Equipment Term Loan Limit"). Notwithstanding such New Equipment Term Loan Limit, Congress is willing to make a New Equipment Term Loan to LRG in the amount of $2,000,000 evidenced by the New Equipment Term Note, dated of even date herewith, made by LRG payable to Congress in the original principal amount of $2,000,000 (the "February 2001 LRG New Equipment Term Loan"). LPC and Congress hereby agree as follows: The February 2001 LRG New Equipment Term Loan shall not be considered for purposes of the New Equipment Term Loan Limit. Notwithstanding any provision of the Financing Agreements to the contrary, after the date hereof, Congress shall not be obligated to make any New Equipment Term Loans. Except as set forth herein, all terms and provisions of the Financing Agreements shall remain in full force and effect and are hereby specifically ratified, restated and confirmed by the parties hereto as of the date hereof. Except as expressly set forth herein, no other or further amendment, waiver or consent is implied, and LPC shall not be entitled to any other or further 2 amendment, waiver or consent by virtue of the provisions of this letter agreement or with respect to the subject matter of this letter agreement. In addition to the continuing representations, warranties and covenants heretofore or hereafter made by LPC to Congress pursuant to the Financing Agreements, LPC hereby represents, warrants and covenants with and to Congress that: (a) except for the Event of Default referenced in the Agreement, dated as of January 31, 2001, among LPC, LRG and Congress and the Event of Default arising from the failure of LPC to comply with subparagraph IV(f) of the Covenants Supplement to Accounts Financing Agreement [Security Agreement], dated January 11, 1990, by and between Congress and LPC, as amended, no Event of Default exists or has occurred and is continuing on the date of this letter agreement and (b) this letter agreement has been duly executed and delivered by LPC and is in full force and effect as of the date hereof, and the agreements and obligations of LPC contained herein constitute the legal, valid and binding obligations of LPC enforceable against LPC in accordance with their terms. This letter agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. This letter agreement may be executed and delivered in counterparts, but all of such counterparts shall together constitute but one and the same agreement. In making proof of this letter agreement, it shall not be necessary to produce or account for more than one counterpart hereto signed by each of the parties hereto. This letter agreement may be delivered by telecopier with the same force and effect as if it were a manually delivered counterpart. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its principles of conflicts of law. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 2 3 By the signatures hereto of their duly authorized officers, the parties hereto agree as set forth herein. Very truly yours, CONGRESS FINANCIAL CORPORATION By: Herbert C. Korn ----------------------------------- Title: Vice President --------------------------------- AGREED AND ACCEPTED: LEXINGTON PRECISION CORPORATION By: Michael A. Lubin ------------------------------- Title: Chairman of the Board ---------------------------- 3 4 CONSENT ------- The undersigned guarantor hereby consents to the foregoing letter agreement, agrees to be bound by its terms applicable to it, and ratifies and confirms the terms of its Guarantee and Waiver dated January 11, 1990 as applicable to all present and future indebtedness, liabilities and obligations of LEXINGTON PRECISION CORPORATION ("LPC") to CONGRESS FINANCIAL CORPORATION ("Congress"), including, without limitation, all indebtedness, liabilities and obligations under the Financing Agreements as amended hereby. LEXINGTON RUBBER GROUP, INC. By: Michael A. Lubin --------------------------------- Title: Chairman of the Board ------------------------------- EX-10.152 17 l87107aex10-152.txt EXHIBIT 10.152 1 Exhibit 10.152 February 8, 2001 Lexington Rubber Group, Inc., formerly known as Lexington Components, Inc. 767 Third Avenue New York, New York 10017 Re: New Equipment Term Loan Limit ----------------------------- Gentlemen: Reference is made to certain financing agreements dated January 11, 1990 between Lexington Rubber Group, Inc. ("LRG") and Congress Financial Corporation ("Congress"), including, but not limited to, an Accounts Financing Agreement [Security Agreement], as amended (the "Accounts Agreement"), and all supplements thereto and all other related financing and security agreements (collectively, all of the foregoing, as the same have heretofore or contemporaneously been or may be hereafter, amended, replaced, extended, modified or supplemented, the "Financing Agreements"). Capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed thereto in the Accounts Agreement and the other Financing Agreements. Pursuant to the terms of the letter agreement re: Amendment to Financing Agreements, dated as of March 25, 1994, as amended, Congress may from time to time make New Equipment Term Loans to LRG and Lexington Precision Corporation ("LPC") up to the aggregate principal amount of $5,000,000 (the "New Equipment Term Loan Limit"). Notwithstanding such New Equipment Term Loan Limit, Congress is willing to make a New Equipment Term Loan to LRG in the amount of $2,000,000 evidenced by the New Equipment Term Note, dated of even date herewith, made by LRG payable to Congress in the original principal amount of $2,000,000 (the "February 2001 LRG New Equipment Term Loan"). LRG and Congress hereby agree as follows: The February 2001 LRG New Equipment Term Loan shall not be considered for purposes of the New Equipment Term Loan Limit. All of the proceeds of the February 2001 LRG New Equipment Term Loan shall be used solely for the purchase by LRG of the equipment set forth on Schedule A attached hereto and made a part hereof and for the payment of accounts payable owing by LRG to the vendors of such equipment who are listed on Schedule A and for no other purposes, as follows: (a) $1,500,000 of the proceeds of the February 2001 LRG New Equipment Term Loan must be used for such purposes within ninety (90) days from the date of this letter agreement and (b) the 2 remaining $500,000 of the proceeds of the February 2001 LRG New Equipment Term Loan must be used for such purposes within one hundred thirty-five (135) days from the date of this letter agreement. Notwithstanding any provision of the Financing Agreements to the contrary, after the date hereof, Congress shall not be obligated to make any New Equipment Term Loans. In addition to all other fees, charges, interest and expenses payable by LRG to Congress, LRG shall pay to Congress, or Congress, at its option, may charge the account of LRG maintained by Congress, a fee for making the February 2001 LRG New Equipment Term Loan and for entering into this letter agreement in the amount equal to $150,000, which fee is fully earned as of the date hereof and shall constitute part of the Obligations, payable as follows: (a) $40,000 on the date hereof and (b) $12,222.22 on May 1, 2001 and on the first day of each of the next consecutive eight (8) months, PROVIDED, THAT, any such monthly payment of such fee as set forth in clause (b) above shall not be due and payable if as of the due date of any such monthly payment the Obligations have been paid in full and the Financing Agreements have been terminated. Except as set forth herein, all terms and provisions of the Financing Agreements shall remain in full force and effect and are hereby specifically ratified, restated and confirmed by the parties hereto as of the date hereof. Except as expressly set forth herein, no other or further amendment, waiver or consent is implied, and LRG shall not be entitled to any other or further amendment, waiver or consent by virtue of the provisions of this letter agreement or with respect to the subject matter of this letter agreement. In addition to the continuing representations, warranties and covenants heretofore or hereafter made by LRG to Congress pursuant to the Financing Agreements, LRG hereby represents, warrants and covenants with and to Congress that: (a) except for the Event of Default referenced in the Agreement, dated as of January 31, 2001, among LPC, LRG and Congress and the Event of Default arising from the failure of LRG to comply with subparagraph IV(f) of the Covenants Supplement to Accounts Financing Agreement [Security Agreement], dated January 11, 1990, by and between Congress and LRG, as amended, no Event of Default exists or has occurred and is continuing on the date of this letter agreement and (b) this letter agreement has been duly executed and delivered by LRG and is in full force and effect as of the date hereof, and the agreements and obligations of LRG contained herein constitute the legal, valid and binding obligations of LRG enforceable against LRG in accordance with their terms. This letter agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. This letter agreement may be executed and delivered in counterparts, but all of such counterparts shall together constitute but one and the same agreement. In making proof of this letter agreement, it shall not be necessary to produce or account for more than one counterpart 2 3 hereto signed by each of the parties hereto. This letter agreement may be delivered by telecopier with the same force and effect as if it were a manually delivered counterpart. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its principles of conflicts of law. By the signatures hereto of their duly authorized officers, the parties hereto agree as set forth herein. Very truly yours, CONGRESS FINANCIAL CORPORATION By: Herbert C. Korn -------------------------------------- Title: Vice President ------------------------------------- AGREED AND ACCEPTED: LEXINGTON RUBBER GROUP, INC. By: Michael A. Lubin --------------------------------- Title: Chairman of the Board ------------------------------- 3 4 CONSENT ------- The undersigned guarantor hereby consents to the foregoing letter agreement, agrees to be bound by its terms applicable to it, and ratifies and confirms the terms of its Guarantee and Waiver dated January 11, 1990 as applicable to all present and future indebtedness, liabilities and obligations of LEXINGTON RUBBER GROUP, INC. ("LRG") to CONGRESS FINANCIAL CORPORATION ("Congress"), including, without limitation, all indebtedness, liabilities and obligations under the Financing Agreements as amended hereby. LEXINGTON PRECISION CORPORATION By: Michael A. Lubin ------------------------------------ Title: Chairman of the Board ----------------------------------- EX-21.1 18 l87107aex21-1.txt EXHIBIT 21.1 1 Exhibit 21-1 Significant Subsidiary of the Company Lexington Rubber Group, Inc., a Delaware corporation -----END PRIVACY-ENHANCED MESSAGE-----