SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 1, 2000 Commission File Number 1-5197
Plymouth Rubber Company, Inc.
(Exact name of registrant as specified in its charter)
Massachusetts 04-1733970
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
104 Revere Street, Massachusetts 02021
(Address of principal executive offices) (Zip Code)
(781) 828-0220
Registrant's telephone number, including area code
Not Applicable
(Former name, former address, and former fiscal year,
if changed since last report)
Indicate by checkmark 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 receding 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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the period covered by this report.
Class A common stock, par value $1 - 810,586
Class B common stock, par value $1 - 1,226,303
PLYMOUTH RUBBER COMPANY, INC.
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements: Page No.
Condensed Consolidated Statement of Operations and
Retained Earnings (Deficit). . . . . . . . . . . . . 2
Condensed Consolidated Statement of Comprehensive
Income . . . . . . . . . . . . . . . . . . . . . . . 3
Condensed Consolidated Balance Sheet . . . . . . . . . . . 4
Condensed Consolidated Statement of Cash Flows. . . . . . . 5
Notes To Condensed Consolidated Financial Statements . . . 6-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . 12-15
PART II. OTHER INFORMATION 16
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PLYMOUTH RUBBER COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
AND RETAINED EARNINGS (DEFICIT)
(In Thousands Except Share and Per Share Amounts)
(Unaudited)
Third Quarter Ended Nine Months Ended
------------------- --------------------
Sept. 1, Aug. 27, Sept. 1, Aug. 27,
2000 1999 2000 1999
-------- -------- -------- --------
Net Sales . . . . . . . . . . . . $ 18,385 $ 18,685 $ 56,282 $ 56,596
Cost and Expenses:
Cost of products sold . . . . . 15,191 13,515 45,000 41,072
Selling, general and
administrative . . . . . . . 3,325 4,167 10,220 11,532
Insurance settlement . . . . . . -- -- -- (1,750)
-------- -------- -------- --------
18,516 17,682 55,220 50,854
-------- -------- -------- --------
Operating income (loss) . . . . . (131) 1,003 1,062 5,742
Interest expense . . . . . . . . (615) (493) (1,718) (1,520)
Other expense . . . . . . . . . (9) 2 (3) (31)
-------- -------- -------- --------
Income (loss) before taxes. . . . (755) 512 (659) 4,191
Benefit (provision) for
income taxes . . . . . . . . . 302 (205) 264 (1,682)
-------- -------- -------- --------
Net income (loss) . . . . . . . . (453) 307 (395) 2,509
Retained earnings (deficit)
at beginning of period . . . 2,736 1,758 2,678 (444)
-------- -------- -------- --------
Retained earnings
at end of period. . . . . . . $ 2,283 $ 2,065 $ 2,283 $ 2,065
======== ======== ======== ========
Per Share Data:
Basic Earnings Per Share:
Net Income (loss) . . . . . . . . $ (.22) $ .15 $ (.19) $ 1.21
======== ======== ======== ========
Weighted average number of
shares outstanding . . . . . . 2,036,889 2,060,600 2,043,012 2,071,333
Diluted Earnings Per Share:
Net Income (loss) . . . . . . . . $ (.22) $ .14 $ (.19) $ 1.14
======== ======== ======== ========
Weighted average number of
shares outstanding . . . . . . 2,036,889 2,201,679 2,043,012 2,202,604
See Accompanying Notes to Condensed Consolidated Financial Statements
2
PLYMOUTH RUBBER COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(In Thousands)
(Unaudited)
Third Quarter Ended Nine Months Ended
------------------- --------------------
Sept. 1, Aug. 27, Sept. 1, Aug. 27,
2000 1999 2000 1999
-------- -------- -------- --------
Net income (loss) . . . . . . . . $ (453) $ 307 $ (395) $ 2,509
Other comprehensive income, net of tax:
Foreign currency translation
adjustment . . . . . . . . . (42) 1 (101) (77)
-------- -------- -------- --------
Other comprehensive income . . . (42) 1 (101) (77)
-------- -------- -------- --------
Comprehensive income (loss) . . . $ (495) $ 308 $ (496) $ 2,432
======== ======== ======== ========
See Accompanying Notes To Condensed Consolidated Financial Statements
3
PLYMOUTH RUBBER COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(In Thousands)
Sept. 1, Dec. 3,
2000 1999
------------ ----------
(Unaudited)
Assets
Current Assets:
Cash . . . . . . . . . . . . . $ 2 $ --
Accounts receivable. . . . . . 12,312 12,419
Allowance for doubtful accounts (353) (369)
Inventories:
Raw materials. . . . . . . . 4,678 4,481
Work in process . . . . . . 2,158 2,332
Finished goods . . . . . . . 7,109 7,661
------------ ----------
13,945 14,474
Deferred tax assets, net . . . 1,580 1,580
Prepaid expenses and other
current assets . . . . . . . 684 913
------------ ----------
Total current assets . . . . 28,170 29,017
------------ ----------
Plant Assets:
Plant assets . . . . . . . . . 47,919 43,871
Less: Accumulated depreciation (21,552) (19,678)
------------ ----------
Total plant assets, net . . . 26,367 24,193
------------ ----------
Other Assets:
Deferred tax assets, net . . . 691 678
Other long-term assets . . . . 860 1,027
------------ ----------
Total other assets. . . . . . 1,551 1,705
------------ ----------
$ 56,088 $ 54,915
=========== =========
Liabilities and Stockholders' Equity
Current Liabilities:
Revolving line of credit . . . $ 13,679 $ 11,233
Trade accounts payable . . . . 7,080 6,827
Accrued expenses . . . . . . . 2,544 4,378
Current portion of long-term
borrowings . . . . . . . . . 13,813 3,260
------------ ----------
Total current liabilities . . 37,116 25,698
------------ ----------
Long-Term Liabilities:
Borrowings . . . . . . . . . . 1,558 10,796
Pension obligation . . . . . . 2,189 2,546
Other. . . . . . . . . . . . . 2,421 2,538
------------ ----------
Total long-term liabilities . 6,168 15,880
------------ ----------
Stockholders' Equity:
Preferred stock . . . . . . . -- --
Class A voting common stock . 810 810
Class B non-voting common stock 1,281 1,280
Paid in capital. . . . . . . . 9,084 9,083
Retained earnings . . . . . . 2,283 2,678
Accumulated other
comprehensive loss . . . . . (280) (179)
Deferred compensation. . . . . (47) (76)
------------ ----------
13,131 13,596
Less: Treasury stock at cost . (327) (259)
------------ ----------
Total stockholders' equity 12,804 13,337
------------ ----------
$ 56,088 $ 54,915
=========== =========
See Accompanying Notes To Condensed Consolidated Financial Statements
4
PLYMOUTH RUBBER COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)
(Unaudited)
Nine Months Ended
-----------------------
Sept. 1, Aug. 27,
2000 1999
---------- ----------
Cash flows relating to
operating activities:
Net Income (loss) . . . . . . . . . . . . . . . . . $ (395) $ 2,509
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization . . . . . . . 2,154 1,849
Amortization of deferred compensation . . . 29 29
Changes in assets and liabilities:
Accounts receivable . . . . . . . . . . . . (113) (840)
Inventory . . . . . . . . . . . . . . . . . 405 (2,523)
Prepaid expenses . . . . . . . . . . . . . . 226 121
Other assets . . . . . . . . . . . . . . . . 41 29
Accounts payable . . . . . . . . . . . . . . 366 656
Accrued expenses . . . . . . . . . . . . . . (1,876) 955
Other liabilities . . . . . . . . . . . . . (20) (86)
Pension obligation . . . . . . . . . . . . . (357) (411)
---------- ----------
Net cash provided by operating activities 460 2,288
---------- ----------
Cash flows relating to investing activities:
Capital expenditures . . . . . . . . . . . . . . . (4,456) (3,208)
Sale/leaseback of plant assets . . . . . . . . . . -- 153
---------- ----------
Net cash used in investing activities (4,456) (3,055)
---------- ----------
Cash flows relating to financing activities:
Net increase in revolving line of credit. . . . . . 2,530 428
Proceeds from term debt . . . . . . . . . . . . . . 4,095 2,618
Payments of term debt . . . . . . . . . . . . . . . (2,157) (1,366)
Payments on capital leases . . . . . . . . . . . . (447) (454)
Treasury stock purchase . . . . . . . . . . . . . . (68) (193)
Proceeds from issuance of common stock . . . . . . 2 9
---------- ----------
Net cash provided by financing activities 3,955 1,042
---------- ----------
Effect of exchange rates on cash. . . . . . . . . . . 43 10
Net change in cash . . . . . . . . . . . . . . . . . 2 285
Cash at the beginning of the period . . . . . . . . . -- 54
---------- ----------
Cash at the end of the period . . . . . . . . . . . . $ 2 $ 339
========== ==========
Supplemental Disclosure of Cash Flow Information
Cash paid for interest. . . . . . . . . . . . . . . . $ 1,006 $ 1,519
========= =========
Cash paid for income taxes. . . . . . . . . . . . . . $ 417 $ 484
========= =========
See Accompanying Notes to Condensed Consolidated Financial Statements
5
PLYMOUTH RUBBER COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) The Company, in its opinion, has included all adjustments (consisting of
normal recurring adjustments) necessary for a fair presentation of the
results for the interim periods. The interim financial information is not
necessarily indicative of the results that will occur for the full year. The
financial statements and notes thereto should be read in conjunction with
the financial statements and notes for the years ended December 3, 1999,
November 27, 1998, and November 28, 1997, included in the Company's
1999 Annual Report to the Securities and Exchange Commission on Form
10-K.
(2) Claims under CERCLA
The Company has been named as a Potentially Responsible Party
("PRP") by the United States Environmental Protection Agency ("EPA") in
two ongoing claims under the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"). These CERCLA claims
involve attempts by the EPA to recover the costs associated with the
cleanup of two Superfund Sites in Southington, Connecticut--the Solvent
Recovery Service of New England Superfund Site ("SRS Site") and the
Old Southington Landfill Superfund Site ("OSL Site"). SRS was an
independent and licensed solvent recycler/disposal company. The EPA
asserts that SRS, after receiving and processing various hazardous
substances from PRPs, shipped some resultant sludges and wastewater
from the SRS Site to the OSL Site.
The Company received a PRP notification regarding the SRS Site in June,
1992. The EPA originally attributed a 1.74% share of the aggregate waste
volume at the SRS Site to the Company. Remedial action is ongoing at
the Site, and the Company is a participant in the performing PRP group.
Largely because of "orphaned" and non-participating parties' shares, the
Company most recently has been contributing approximately 2.16%
toward the performing PRP group's ongoing expenses. To date
approximately $15 million in response costs have been spent or committed
at this Site. Based upon the extensive investigations and remedial actions
conducted at the Site to date, it is presently estimated that the total future
costs at the SRS Site may range from approximately $18 million to $50
million. In the accompanying consolidated financial statements as of
September 1, 2000, management has accrued $474,000 as a reserve
against the Company's potential future liability in this matter, which is net
of approximately $252,000 in payments made to date by the Company.
The Company received a PRP notification regarding the OSL Site in
January, 1994. In addition to numerous "SRS transshipper" PRPs (such
as the Company), EPA has named a number of other PRPs who allegedly
shipped waste materials directly to the OSL Site. Based on EPA's
asserted volume of shipments to SRS, EPA originally attributed 4.89% of
the SRS transshipper PRPs' waste volume at the OSL Site to the
Company, which is a fraction of the undetermined total waste volume at
the Site. The remediation program at the OSL Site has been divided into
two phases, called Operable Units ("OU"). OU#1 involves capping of the
site and OU#2 is groundwater remediation, if any. A Record of Decision
("ROD") was issued in September, 1994 for OU#1 and, in December,
1997, following mediation, the Company contributed $140,180 in full
settlement of OU#1 (toward a total contribution by the SRS transshipper
PRPs of approximately $2.5 million). The SRS transshipper PRPs'
payment of $2.5 million represented approximately 8% of the OU#1 total
settlement. At present, neither the remedy for OU#2 nor the allocation of
the costs thereof among the PRPs has been determined. Whatever
remedy ultimately is selected, the SRS transshippers' allocable share of
the OU#2 expenses likely will be greater than the 8% paid for OU#1. It
has been estimated that the total costs of OU#2 may range from $10
million to $50 million. Management has accrued $337,000 in the
accompanying consolidated financial statements as a reserve against the
Company's potential future liability in this matter, which is net of
approximately $168,000 in payments made to date by the Company.
6
PLYMOUTH RUBBER COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Continued)
Based on all available information as well as its prior experience,
management believes that its accruals in these two matters are
reasonable. However, in each case the reserved amount is subject to
adjustment for future developments that may arise from one or more of
the following -- the long range nature of the case, legislative changes,
insurance coverage, the joint and several liability provisions of CERCLA,
the uncertainties associated with the ultimate groundwater remedy
selected, and the Company's ability to successfully negotiate an outcome
similar to its previous experience in these matters.
Claims under Massachusetts General Laws, Chapter 21E
While in the process of eliminating the use of underground storage tanks
at the Company's facility in Canton, Massachusetts, the Company
arranged for the testing of the areas adjacent to the tanks in question--a
set of five tanks in 1994 and a set of three tanks in 1997. The tests
indicated that some localized contamination had occurred. The Company
duly reported these findings regarding each location to the Massachusetts
Department of Environmental Protection ("DEP"), and DEP has issued
Notices of Responsibility under Massachusetts General Laws Chapter 21E
to the Company for each location (RTN No. 3-11520 for the set of five
tanks and RTN Nos. 3-15347 and 3-19744 for the set of three tanks). The
Company has retained an independent Licensed Site Professional ("LSP")
to perform assessment and remediation work at the two locations. With
regard to the first matter (involving the set of five tanks), the LSP has
determined that the contamination appears to be confined to a small area
of soil and does not pose an environmental risk to surrounding property or
community. With regard to the second matter (involving the set of three
tanks), a limited amount of solvent has been found in the soil and
groundwater in the vicinity of the tanks. It presently is estimated that the
combined future costs to complete the assessment and remediation
actions at the two locations will total approximately $172,000, and that
amount has been accrued in the accompanying financial statements.
In January, 1997 the Company received a Chapter 21E Notice of
Responsibility from DEP concerning two sites located in Dartmouth,
Massachusetts (RTN No. 4-0234) and Freetown, Massachusetts (RTN No.
4-0086), respectively. According to DEP, drums containing oil and/or
hazardous materials were discovered at the two sites in 1979, which led to
some cleanup actions by the DEP. DEP contends that an independent
disposal firm allegedly hired by the Company and other PRPs, H & M
Drum Company, was responsible for disposing of drums at the two sites.
To date, the DEP has issued Notices of Responsibility to approximately
100 PRPs. A group of PRPs, including the Company, has retained an
LSP to conduct subsurface investigations at both sites. The LSP has
completed Limited Subsurface Investigations at both sites. At the
Freetown site, no reportable contamination was found either in soil or
groundwater, and the LSP has recommended that DEP close the site out.
At the Dartmouth site, no reportable contamination was found in soil, while
reportable, but lower than historical levels of contaminants were found in
groundwater. The LSP's investigation at the Dartmouth site further
indicates that there may be an upgradient off-site source of contaminants
(which Plymouth would not be responsible for) that is impacting the site,
and recommends further investigation into that possibility. While the
results of the Limited Subsurface Investigations at these sites are relatively
encouraging, until additional data is gathered, it is not possible to
reasonably estimate the costs of any further investigation or cleanup that
may be required at either or both sites, or the Company's potential share
of liability or responsibility therefor. Accordingly, no reserve has been
accrued in the accompanying financial statements with respect to these
two sites.
7
PLYMOUTH RUBBER COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Continued)
In April, 2000 the Company received a Chapter 21E Notice of
Responsibility from DEP concerning an oil release in the portion of the
East Branch of the Neponset River that flows through the Company's
property in Canton, Massachusetts (RTN No. 3-19407). The Company
had duly reported the presence of oil in the river to the appropriate
government agencies. The Company commenced cleanup and
investigatory actions as soon as it became aware of the presence of the
oil, and immediately retained both an LSP to oversee response actions in
this matter and also an environmental services firm to perform cleanup
and containment services. At the present time, neither the source nor the
cause of the release has been positively determined. Costs incurred to
date have totaled approximately $241,000. These costs have been
funded through operating cash flows. It is not yet possible to estimate
the total costs of any further investigation or remedial actions that may
be required in this matter, or Plymouth's potential share of liability or
responsibility therefor.
(3) The following table reflects the factors used in computing earnings per
share and the effect on income and the weighted average number of shares of
potentially dilutive common stock.
Third Quarter Ended September 1, 2000
-------------------------------------------
Income Shares Per Share
(Numerator) (Denominator) Amount
------------ ------------- -----------
Basic EPS
Income (loss) available to
common stockholders $ (453,000) 2,036,889 $ (.22)
=========
Effect of Dilutive Security (A)
options -- --
------------ -------------
Diluted EPS
Income (loss) available to
common stockholders and
assumed conversions $ (453,000) 2,036,889 $ (.22)
============ ========= =========
Third Quarter Ended August 27, 1999
-------------------------------------------
Income Shares Per Share
(Numerator) (Denominator) Amount
------------ ------------- -----------
Basic EPS
Income available to common
stockholders $ 307,000 2,060,600 $ .15
========
Effect of Dilutive Security (A)
options -- 141,079
------------ -------------
Diluted EPS
Income available to common
stockholders and assumed
conversions $ 307,000 2,201,679 $ .14
============ ========= =========
8
PLYMOUTH RUBBER COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Continued)
(A) Options for 337,830 and 142,625 shares of common stock were
outstanding at September 1, 2000 and August 27, 1999, respectively,
but were not included in computing diluted earnings per share in each
of the respective periods because their effects were anti-dilutive. In
addition, options for 57,976 shares of common stock were outstanding
at September 1, 2000, but were not included in computing diluted
earnings per share because of the loss.
Nine Months Ended September 1, 2000
-------------------------------------------
Income Shares Per Share
(Numerator) (Denominator) Amount
------------ ------------- -----------
Basic EPS
Income (loss) available to
common stockholders $ (395,000) 2,043,012 $ (.19)
=========
Effect of Dilutive Security (B)
options -- --
------------ -------------
Diluted EPS
Income (loss) available to
common stockholders and
assumed conversions $ (395,000) 2,043,012 $ (.19)
============ ========= =========
Nine Months Ended August 27, 1999
-------------------------------------------
Income Shares Per Share
(Numerator) (Denominator) Amount
------------ ------------- -----------
Basic EPS
Income available to common
stockholders $ 2,509,000 2,071,333 $ 1.21
=========
Effect of Dilutive Security (B)
options -- 131,271
------------ -------------
Diluted EPS
Income available to common
stockholders and assumed
conversions $ 2,509,000 2,202,604 $ 1.14
============ ========= =========
(B) Options for 261,030 and 192,250 shares of common stock were
outstanding at September 1, 2000 and August 27, 1999, respectively,
but were not included in computing diluted earnings per share in each
of the respective periods because their effects were anti-dilutive. In
addition, options for 92,971 shares of common stock were outstanding
at September 1, 2000, but were not included in computing diluted
earnings per shared because of the loss.
(4) The Company's revolving credit loan and long term debt agreements contain
various covenants which, among other things, prohibit cash dividends
without the consent of the lender and specify that the Company meet
certain financial requirements, including certain net worth, fixed charge
and EBITDA coverage ratios and minimum working capital levels. In
addition, for certain short-term borrowings, the agreements contain certain
subjective provisions which would result in an event of default if the bank
would deem itself "insecure" for any reason. The short-term borrowings
are also payable on demand.
9
PLYMOUTH RUBBER COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Continued)
As of September 1, 2000, the Company was technically in default of two of
its financial covenants (minimum working capital and minimum fixed
charge coverage ratio) with its primary term debt lender. Because of a
cross default provision, the Company was also in default of a covenant with
its primary working capital lender. The Company has requested waivers of
these defaults from these lenders, but can give no assurance regarding its
ability to successfully obtain such waivers. As a result, the $10,052,000
long-term portion of debt with these lenders has been classified as current
on the Company's Balance Sheet. The Company is working with both of its major
lenders to renegotiate or refinance its debt, and/or to renegotiate the
applicable financial covenants.
(5) On December 30, 1999 the Company entered into a new loan agreement in
the amount of $550,000 with an equipment lender to finance the
acquisition of certain equipment. The new loan is secured by a first
interest in the equipment. On March 3, 2000 the Company entered into a
new loan agreement in the amount of $810,250 with an equipment lender
to finance the acquisition of certain equipment. The new loan is secured
by a first interest in the equipment. On May 3, 2000 the Company entered
into a new loan agreement in the amount of $161,313 with an equipment
lender to finance the acquisition of certain equipment. The new loan is
secured by a first interest in the equipment. On June 5, 2000 the Company
entered into a new loan agreement in the amount of $1,469,979 with an
equipment lender to finance the acquisition of certain equipment. The new
loan is secured by a first interest in the equipment. On August 24, 2000
the Company entered into a new loan agreement in the amount of
$1,104,077 with an equipment lender to finance the acquisition of certain
equipment. The new loan is secured by a first interest in the equipment
(6) In June, 1998, the Financial Accounting Standards Board issued FAS 133
- Accounting for Derivative Instruments and Hedging Activities. FAS 133
will require the Company to record derivative instruments, such as foreign
currency hedges, on the Consolidated Balance Sheet as assets or
liabilities, measured at fair value. Currently, the Company treats such
instruments as off-balance-sheet items. Gains or losses resulting from
changes in the values of those derivatives would be accounted for
depending on the specific use of each derivative instrument and whether it
qualifies for hedge accounting treatment as stated in the standard. In
June 1999, the Financial Accounting Standards Board issued FAS 137 -
Accounting for Derivative and Similar Financial Instruments and for
Hedging Activities - Deferral of the Effective Date of FAS 133. FAS 137
changed the effective date for implementation of FAS 133. FAS 133 will
be effective for the Company on December 2, 2000, the beginning of fiscal
year 2001. The Company currently does not expect the impact of
adopting FAS 133 to be material.
(7) In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 - Revenue Recognition in Financial
Statements ("SAB 101"). SAB 101 summarizes certain of the staff's views
in applying generally accepted accounting principles to revenue
recognition in financial statements. SAB 101 will be effective for the
Company no later that the fourth fiscal quarter of fiscal years beginning
after December 15, 1999. The Company currently does not expect the
impact of adopting SAB 101 to be material.
(8) In September 2000, the Emerging Issues Task Force reached a consensus
on Issue 00-10, - Accounting for Shipping and Handling Fees and Costs
("Issue 00-10"). Issue 00-10, requires that all amounts billed to customers
related to shipping and handling should be classified as revenues. In
addition, Issue 00-10, specifies that the classification of shipping and
handling cost is an accounting policy decision that should be disclosed
pursuant to APB 22, Disclosure of Accounting Policies. A company may adopt
a policy of including shipping and handling costs in cost of sales.
If shipping and handling costs are not included in cost of sales,
10
PLYMOUTH RUBBER COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) (Continued)
a company should disclose both the amount of such cost and which line item on
the income statement includes those costs. Issue 00-10 will be effective for
the Company no later that the fourth fiscal quarter of the fiscal year
beginning after December 15, 1999. The Company currently does not expect the
impact of adopting Issue 00-10 to be material.
(9) Plymouth Rubber Company, Inc. and its subsidiaries primarily operate
through the following two business segments: Plymouth Tapes and Brite-
Line Technologies. Management has determined these to be Plymouth
Rubber Company's business segments, based upon its process of
reviewing and assessing Company performance, and allocating resources.
Plymouth Tapes manufactures plastic and rubber products, including
automotive, electrical, and industrial tapes. Brite-Line Technologies
manufactures and supplies rubber and plastic highway marking and safety
products.
Management evaluates the performance of its segments and allocates
resources to them primarily based upon sales and operating income.
Intersegment sales are at cost and are eliminated in consolidation. In
addition, certain of the selling, general and administrative expenses
recorded in Plymouth Tapes could be considered as incurred for the
benefit of Brite-Line, but are currently not allocated to that segment.
These expenses include certain management, accounting, personnel and
sales services, and a limited amount of travel, insurance, directors fees
and other expenses.
The table below presents information related to Plymouth Rubber's
business segments for the three months and the nine months ended
September 1, 2000 and August 27, 1999.
Third Quarter Ended Nine Months Ended
------------------- --------------------
Sept. 1, Aug. 27, Sept. 1, Aug. 27,
2000 1999 2000 1999
Segment sales to unaffiliated customers:
Plymouth Tapes . . . . . . . . $ 15,787 $ 15,539 $ 49,890 $ 48,406
Brite-Line Technologies. . . . 2,598 3,146 6,392 8,190
-------- -------- -------- --------
Consolidated net sales . . . . $ 18,385 $ 18,685 $ 56,282 $ 56,596
======== ======== ======== ========
Segment income (loss):
Plymouth Tapes . . . . . . . . $ (496) $ 1,197 $ 253 $ 5,560
Brite-Line Technologies. . . . 365 (194) 809 182
-------- -------- -------- --------
Consolidated operating
income (loss) . . . . . . . (131) 1,003 1,062 5,742
Interest expense . . . . . . . (615) (493) (1,718) (1,520)
Other, net . . . . . . . . . . (9) 2 (3) (31)
-------- -------- -------- --------
Consolidated income (loss)
before tax . . . . . . . . $ (755) $ 512 $ (659) $ 4,191
======== ======== ======== ========
11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
First Nine Months, 2000, Compared with First Nine Months, 1999
In the first nine months of 2000, sales decreased 1% to $56,282,000, compared
with $56,596,000 last year. Sales at Plymouth Tapes increased 3%, to
$49,890,000, from $48,406,000 last year. Sales decreased approximately 2% in
the automotive market, which was mostly offset by sales increases of
approximately 13% in the electrical tape, vinyl films, and other markets. At
Brite-Line Technologies, sales decreased 22% to $6,392,000 from $8,190,000
last year, largely due to lower than expected reorder business, unacceptable
pricing in Europe due to currency exchange rates, and unfavorable spring
weather conditions in certain key market regions.
Gross margin decreased to 20.1% from 27.4% last year. Plymouth Tapes' gross
margin decreased to 18.2% from 26.3% last year. One major factor was rising raw
material purchase prices, primarily for PVC resins, which increased product
costs significantly compared to last year, and which to date the Company was
largely unable to pass along to customers. The resultant margin decrease is
estimated in excess of $1,500,000 for the nine months. Another factor was the
extensive length of the plant shutdown during July and early August. This
extended shutdown was necessary to install and debug a large number of capital
equipment additions and improvements. The resultant low production output
produced a large overhead absorption variance, estimated at approximately
$400,000, lower direct labor utilization, and lower sales due to the inability
to temporarily produce certain products. Overall processing yields were also
significantly unfavorable compared to last year, and were a major contributor
to the lower gross margin. One large component of the lower processing yields
was the installation and startup costs for certain coating equipment, which
were more extensive than expected. In addition, manufacturing and development
costs were higher for certain automotive products. Increases were also
experienced in indirect labor, equipment repair, healthcare, and utility
costs. Lower contractual selling prices, mainly to a major automotive
customer, also contributed approximately $400,000 to the margin decrease, as did
unfavorable European pricing caused by currency exchange rates. Slightly
offsetting this was the gross margin at Brite-Line Technologies, which increased
to 34.7% from 33.8% last year, due to a shift to higher margin customers, and to
higher selling prices, offset by lower manufacturing absorption.
Selling, general and administrative expenses, as a percentage of sales, were
lower in 2000 at 18.2%, compared to 20.4% last year. At Plymouth Tapes,
selling, general and administrative expenses, as a percentage of sales,
decreased to 17.7% from 18.5% last year. The major factor was a decrease in
bonus and profit sharing of approximately $707,000. In addition, professional
fees decreased approximately $100,000, and advertising decreased approximately
$90,000. These decreases were offset in part by an environmental cleanup cost
of $241,000, higher salaries, freight, commissions, and bad debt expense. At
Brite-Line Technologies, selling, general and administrative expenses, as a
percentage of sales, decreased to 22.0% of sales, from 31.6% last year. The
major factor was decreased professional fees of $997,000, largely because of a
high level of patent litigation activities in the prior year, as well as higher
field equipment costs, slightly offset by $148,000 lower freight expenses, and
lower salaries. Interest expense increased $198,000 from last year, because of
both higher average loan balances (approximately $3,300,000 higher) and higher
interest rates on the revolving line of credit (approximately 0.7% higher) in
2000 as compared to 1999. This was slightly offset by lower balances for term
debt and a favorable shift in loan balances to Libor-based interest rates.
The above factors generated a pre-tax loss of $659,000, compared to a
$4,191,000 profit last year, and a net loss of $395,000, compared to a net
profit $2,509,000 last year. Included in last year's results was a $1,750,000
pretax ($1,050,000 after tax) gain from an insurance settlement with one of
Plymouth's previous liability insurance carriers.
12
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
(Continued)
Liquidity
Cash generated from operating activities was $0.5 million in the first nine
months of 2000, as compared to $2.3 million in the first nine months of 1999.
The major factors contributing to cash from operating activities include
depreciation and amortization of $2.2 million, primarily at Plymouth Tapes, a
decrease in inventory of $0.4 million, reflecting the low level of production
activity in the third quarter, an increase in accounts payable of $0.4 million,
a decrease in prepaid expenses of $0.2 million, and a decrease in other
assets of $0.1 million. This was offset, in part, by a reduction in accrued
expenses of $1.9 million, primarily at Plymouth Tapes, an increase in pension
obligation of $0.4 million, a net loss of $0.4 million, and an increase in
accounts receivable of $0.1 million. This operating cash flow, an increase in
the revolving line of credit of $2.5 million, and additional term
borrowings totaling $4.1 million, were used to finance capital expenditures of
$4.5 million and pay off or reduce term debt and capital leases of $2.6 million.
As of September 1, 2000, the Company had approximately $0.9 million of unused
borrowing capacity under its $18 million line of credit with its primary
lender, after consideration of collateral limitations and the letter of credit
related to a guarantee of 80 million pesetas (approximately $0.6 million) on a
term loan agreement with a Spanish bank syndicate. As of September 1, 2000,
the Company was technically in default of two of its financial covenants
(minimum working capital and minimum fixed charge coverage ratio) with its
primary term debt lender. Because of a cross default provision, the Company
was therefore also in default of a covenant with its
primary working capital lender. As a result, the $10,052,000 long-term portion
of debt with these lenders has been classified as current on the Company's
Balance Sheet, and the total debt with these lenders currently would be payable
on demand. The Company has requested waivers of these defaults from these
lenders, but can give no assurance regarding its ability to successfully obtain
such waivers.
The Company is working with both of its major lenders to renegotiate or
refinance its debt, and/or to renegotiate the applicable financial covenants.
The Company believes that it will be able to renegotiate or secure replacement
financing from its working capital lender and/or other lenders. In the opinion
of management, anticipated cash flows from operations and from refinanced or
replacement debt facilities, will provide sufficient funds to meet the
Company's anticipated future operating expenses, capital expenditures, and
debt service obligations , as they become due. Although
management expects to be able to accomplish its plans, there is no assurance
that it will be able to do so. Failure to accomplish these plans could have
an adverse impact on the Company's liquidity, financial condition, and future
operations.
13
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
(Continued)
Third Quarter, 2000, Compared with Third Quarter, 1999
In the third quarter of 2000, sales decreased 2% to $18,385,000 compared to
$18,685,000 last year. Sales at Plymouth Tapes increased 2%, to $15,787,000
from $15,539,000 last year. Sales in the automotive market decreased
approximately 3%, which was more than offset by sales increases of
approximately 10% in the electrical tape, vinyl films, and other markets. At
Brite-
Line Technologies, sales decreased 17% to $2,598,000 from $3,146,000 last year,
largely because of lower than expected reorder business.
Gross margin decreased to 17.4% from 27.7% last year. Plymouth Tapes' gross
margin decreased to 15.1% from 26.4% last year, and was the major source of the
decrease. One major factor was rising raw material purchase prices, primarily
for PVC resins, which increased product costs significantly compared to last
year, and which to date the Company has been largely unable to pass along to
customers. The resultant margin decrease is estimated in excess of $500,000
for the quarter. Another factor was the extensive length of the plant
shutdown during July and early August. This extended shutdown was necessary
to install and debug a large number of capital equipment additions and
improvements. The resultant low
production output produced a large overhead absorption variance, estimated at
approximately $400,000, lower direct labor utilization, and lower sales.
Overall processing yields were also significantly unfavorable compared to last
year, and were a major contributor to the lower gross margin, as the
installation and startup
costs for certain coating equipment, were more extensive that expected.
Increases were also experienced in indirect labor, equipment repair, healthcare,
and utility costs. Lower contractual selling prices to a major automotive
customer, also contributed approximately $100,000 to the margin decrease, as
did unfavorable European pricing caused by currency exchange rates. At
Brite-Line Technologies, gross margin decreased to 31.3% from 33.9% last year,
due largely to lower manufacturing absorption from the lower sales, and an
inventory reduction.
Selling, general and administrative expenses, as a percentage of sales, were
lower in 2000 at 18.1%, compared to 22.3% last year. At Plymouth Tapes,
selling, general and administrative expenses, as a percentage of sales,
decreased to 18.2% from 18.7% last year. The major factor was a decrease in
bonus and profit sharing of approximately $225,000, and $48,000 in lower
advertising costs, mostly offset by increased warehouse handling costs of
$85,000, an increase in the environmental reserve of $56,000, and higher
salaries, cleanup costs, and bad debt expense. At Brite-Line Technologies,
selling, general and administrative expenses, as a percentage of sales,
decreased to 17.2% of sales, from 40.1% last year. The major factor was
decreased professional fees of $718,000, largely because of a high level of
patent litigation activities in the prior year, as well as
higher field equipment costs, slightly offset by $74,000 lower freight
expenses, and lower salaries and travel expenses.
Interest expense increased $122,000 from last year, because of higher average
loan balances (approximately $4,000,000 higher) and higher interest rates
(approximately 1.4% higher) on the revolving line of credit in 2000 as
compared to 1999. This was slightly offset by lower balances for term debt.
The above factors generated a pre-tax loss of $755,000, compared to a $512,000
profit last year, and a net loss of $453,000, compared to $307,000 profit last
year.
14
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
(Continued)
Impact of New Accounting Pronouncements
In June, 1998, the Financial Accounting Standards Board issued FAS 133 -
Accounting for Derivative Instruments and Hedging Activities. FAS 133 will
require the Company to record derivative instruments, such as foreign currency
hedges, on the Consolidated Balance Sheet as assets or liabilities, measured at
fair value. Currently, the Company treats such instruments as
off-balance-sheet items. Gains or losses resulting from changes in the values
of those derivatives
would be accounted for depending on the specific use of each derivative
instrument and whether it qualifies for hedge accounting treatment as
stated in the standard. In June, 1999, the Financial Accounting Standards
Board issued FAS 137 - Accounting for Derivative and Similar Financial
Instruments and for Hedging Activities - Deferral of the Effective Date of
FAS 133. FAS 137 changed the effective date for implementation of FAS 133.
FAS 133 will be effective for the Company on December 2, 2000, the beginning
of fiscal year 2001. The Company
currently does not expect the impact of adopting FAS 133 to be material.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 - Revenue Recognition in Financial Statements ("SAB
101"). SAB 101 summarizes certain of the staff's views in applying generally
accepted accounting principles to revenue recognition in financial statements.
SAB 101 will be effective for the Company no later that the fourth fiscal
quarter of fiscal years beginning after December 15, 1999. The Company
currently does not expect the impact of adopting SAB 101 to be material.
In September 2000, the Emerging Issues Task Force reached a consensus
on Issue 00-10, - Accounting for Shipping and Handling Fees and Costs
("Issue 00-10"). Issue 00-10, requires that all amounts billed to customers
related to shipping and handling should be classified as revenues. In
addition, Issue 00-10, specifies that the classification of shipping and
handling cost is an accounting policy decision that should be disclosed
pursuant to APB 22, - Disclosure of Accounting Policies. A company may adopt
a policy of including shipping and handling costs in cost of sales.
If shipping and handling costs are not included in cost of sales, a company
should disclose both the amount of such cost and which line item on the
income statement includes those costs. Issue 00-10 will be effective for the
Company no later that the fourth fiscal quarter of the fiscal year beginning
after December 15, 1999. The Company currently does not expect the impact of
adopting Issue 00-10 to be material.
Safe Harbor Statement
Certain statements in this report, in the Company's press releases and in oral
statements made by or with the approval of an authorized executive officer of
the Company may constitute "forward-looking statements" as that term is defined
under the Private Securities Litigation Reform Act of 1995. These may include
statements projecting, forecasting or estimating Company performance and
industry trends. The achievement of the projections, forecasts or estimate is
subject to certain risks and uncertainties. Actual results may differ
materially from those projected, forecasted or estimated. The applicable risks
and uncertainties include general economic and industry conditions that affect
all international businesses, as well as matters that are specific to the
Company and the markets it serves. General risks that may impact the
achievement of such forecast include: compliance with new laws and regulations,
significant raw material price fluctuations, changes in interest rates, currency
exchange rate fluctuations, limits on the repatriation of funds and political
uncertainty. Specific risks to the Company include: risk of recession in the
economies in which its products are sold, the concentration of a substantial
percentage of the Company's sales with a few major automotive customers, and
competition in pricing.
15
PLYMOUTH RUBBER COMPANY, INC.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the information contained in Item 3 of the
Company's Annual Report on Form 10-K for its fiscal year ended
December 3, 1999, and in Note 12 of the Notes To Consolidated
Financial Statements contained in said report.
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: See Index to Exhibits
(b) Not Applicable
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
Plymouth Rubber Company, Inc.
(Registrant)
/s/ Joseph J. Berns
Joseph J. Berns
Vice President - Finance
Date: October 16, 2000
17
PLYMOUTH RUBBER COMPANY, INC.
INDEX TO EXHIBITS
Exhibit
No. Description
(2) Not Applicable.
(3)(i) Restated Articles of Organization -- incorporated by reference to
Exhibit 3(i) of the Company's Annual Report on Form 10-K for the year ended
December 2, 1994.
(3)(ii) By Laws, as amended -- incorporated by reference to Exhibit (3)(ii)
of the Company's Annual Report on Form 10-K for the year ended November 26,
1993.
(4)(i) Promissory Note between Plymouth Rubber Company, Inc. and General
Electric Capital Corporation dated December 29, 1995 -- incorporated by
reference to Exhibit (4)(viii) to the Quarterly Report on Form 10-Q for the
Quarter ended March 1, 1996.
(4)(ii) Master Security Agreement between Plymouth Rubber Company, Inc.
and General Electric Capital Corporation dated December 29, 1995 --
incorporated by reference to Exhibit (4)(viii) to the Quarterly Report on
Form 10-Q for the quarter ended March 1, 1996.
(4)(iii) Demand Note between Plymouth Rubber Company, Inc. and LaSalle
National Bank dated June 6, 1996 -- incorporated by reference to Exhibit
(2)(i) to the report on Form 8-K with cover page dated June 6, 1996.
(4)(iv) Loan and Security Agreement between Plymouth Rubber Company, Inc.
and LaSalle National Bank dated June 6, 1996 -- incorporated by
reference to Exhibit (2)(ii) to the report on Form 8-K with cover page
dated June 6, 1996.
(4)(v) Amendment to Master Security Agreement between Plymouth Rubber
Company, Inc. and General Electric Capital Corporation dated February
19, 1997 -- incorporated by reference to Exhibit (4)(xi) to the Quarterly
Report on Form 10-Q for the quarter ended February 25, 1997.
(4)(vi) Master Security Agreement between Plymouth Rubber Company, Inc.
and General Electric Capital Corporation dated January 29, 1997 --
incorporated by reference to Exhibit (4)(xii) to the Company's Quarterly
Report on Form 10-Q for the quarter ended February 25, 1997.
(4)(vii) Demand Note between Brite-Line Technologies, Inc. and LaSalle
National Bank dated February 28, 1997 -- incorporated by reference to
Exhibit (4)(xiii) to the Company's Quarterly Report on Form 10-Q for the
quarter ended May 30, 1997.
(4)(viii) Loan and Security Agreement between Brite-Line Technologies,
Inc. and LaSalle National Bank dated February 25, 1997 -- incorporated by
reference to Exhibit (4)(xiv) to the Company's Quarterly Report on Form
10-Q for the quarter ended May 30, 1997.
(4)(ix) Continuing Unconditional Guaranty between Brite-Line Technologies,
Inc. LaSalle National Bank dated February 25, 1997 -- incorporated by
reference to Exhibit (4)(xv) to the Company's Quarterly Report on Form
10-Q for the quarter ended May 30, 1997.
(4)(x) Amendment to Loan and Security Agreement between Plymouth Rubber
Company, Inc. and LaSalle National Bank dated May 7, 1997 --
incorporated by reference to Exhibit (4)(xvi) to the Company's Quarterly
Report on Form 10-Q for the quarter ended May 30, 1997.
18
PLYMOUTH RUBBER COMPANY, INC.
INDEX TO EXHIBITS
(Continued)
Exhibit
No. Description
(4)(xi) Continuing Unconditional Guaranty between Plymouth Rubber Company,
Inc. and LaSalle National Bank dated March 20, 1997 -- incorporated by
reference to Exhibit (4)(xvii) to the Company's Quarterly Report on Form
10-Q or the quarter ended May 30, 1997.
(4)(xii) Public Deed which contains the loan guaranteed by mortgage and
granted between Plymouth Rubber Europa, S.A. and Caja de Ahorros
Municipal de Vigo, Banco de Bilbao, and Vizcaya y Banco de Comercio
dated April 11, 1997 -- incorporated by reference to Exhibit (4)(xviii) to
the Company's Quarterly Report on Form 10-Q for the quarter ended
May 30, 1997.
(4)(xiii) Corporate Guaranty between Plymouth Rubber Company, Inc. and Caja
de Ahorros Municipal de Vigo, Banco de Bilbao, and Vizcaya y Banco de
Comercio dated April 11, 1997 -- incorporated by reference to Exhibit
(4)(xix) to the Company's Quarterly Report on Form 10-Q for the quarter
ended May 30, 1997.
(4)(xiv) Promissory Note between Plymouth Rubber Company, Inc. and General
Electric Capital Corporation dated December 3, 1997 - incorporated by
reference to Exhibit (4)(xiv) to the Company's Annual Report on Form
10-K for the year ended November 27, 1998.
(4)(xv) Promissory Note between Plymouth Rubber Company, Inc. and General
Electric Capital Corporation dated April 13, 1998 - incorporated by
reference to Exhibit (4)(xv) to the Company's Annual Report on Form
10-K for the year ended November 27, 1998.
(4)(xvi) Promissory Note between Plymouth Rubber Company, Inc. and General
Electric Capital Corporation dated November 12, 1998 - incorporated by
reference to Exhibit (4)(xvi) to the Company's report on Form 10-K for
the year ended November 27, 1998.
(4)(xvii) Promissory Note between Plymouth Rubber Company, Inc. and General
Electric Capital Corporation dated November 25, 1998 - incorporated by
reference to Exhibit (4)(xvii) to the Company's report on Form 10-K for
the year ended November 27, 1998.
(4)(xviii) Amendments to Loan and Security Agreement between Plymouth
Rubber Company, Inc., and LaSalle National Bank dated July 15, 1998
and February 18, 1999 - incorporated by reference to Exhibit (4)(xviii) to
the Company's report on Form 10-Q for the quarter ended February 26,
1999.
(4)(xix) Amendment to Loan and Security Agreement between Brite-Line
Technologies, Inc., and LaSalle National Bank dated February 18, 1999
- incorporated by reference to Exhibit (4)(xviii) to the Company's report
on Form 10-Q for the quarter ended February 26, 1999.
(4)(xx) Promissory Note between Plymouth Rubber Company, Inc. and General
Electric Capital Corporation dated June 29, 1999 - incorporated by
reference to Exhibit (4)(xx) to the Company's report on Form 10-Q for
the quarter ended August 26, 1999.
(4)(xxi) First Amended and Restated Schedule A - Special Provisions to Loan
and Security Agreement between Plymouth Rubber Company, Inc., and
LaSalle National Bank dated June 16, 1999 - incorporated by reference
to Exhibit (4)(xxi) to the Company's report on Form 10-Q for the quarter
ended March 3, 2000.
(4)(xxii) Promissory Note between Plymouth Rubber Company, Inc. and General
Electric Capital Corporation dated December 29, 1999 - incorporated by
reference to Exhibit (4)(xxii) to the Company's report on Form 10-Q for
the quarter ended March 3, 2000.
19
PLYMOUTH RUBBER COMPANY, INC.
INDEX TO EXHIBITS
(Continued)
Exhibit
No. Description
(9)(i) Voting Trust Agreement, as amended, relating to certain shares of
Company's common stock -- incorporated by reference to Exhibit (9) of
the Company's Annual Report on Form 10-K for the year ended
November 26, 1993.
(9)(ii) Voting Trust Amendment Number 6 -- incorporated by reference to
Exhibit 9(ii) of the Company's Annual Report on Form 10-K for the year ended
December 2, 1994.
(10)(i) 1982 Employee Incentive Stock Option Plan -- incorporated by
reference to Exhibit (10)(i) of the Company's Annual Report on Form 10-K for
the year ended November 26, 1993.
(10)(ii) General Form of Deferred Compensation Agreement entered into
between the Company and certain officers -- incorporated by reference
to Exhibit (10)(ii) of the Company's Annual Report on Form 10-K for the
year ended November 26, 1993.
(10)(iii) 1992 Employee Incentive Stock Option Plan -- incorporated by
reference to Exhibit (10)(iv) of the Company's Annual Report on Form 10-K for
the year ended November 26, 1993.
(10)(iv) 1995 Non-Employee Director Stock Option Plan -- incorporated by
reference to Exhibit (4.3) of the Company's Registration Statement on
Form S-8 dated May 4, 1995.
(10)(v) 1995 Employee Incentive Stock Option Plan -- incorporated by
reference to Exhibit (4.4) of the Company's Registration Statement on Form S-8
dated May 4, 1995.
(10)(vi) Sales contract entered into between the Company and Kleinewefers
Kunststoffanlagen GmbH -- incorporated by reference to Exhibit (10)(vi)
of the Company's report on Form 10-Q for the quarter ended February
28, 1997.
(11) Not Applicable.
(12) Not Applicable.
(13) Not Applicable.
(15) Not Applicable
(16) Not Applicable.
(18) Not Applicable.
(19) Not Applicable
(21) Brite-Line Technologies, Inc. (incorporated in Massachusetts) and
Plymouth Rubber Europa, S.A. (organized under the laws of Spain).
(22) Not Applicable.
(23) Not Applicable.
(24) Not Applicable.
(27) Financial data schedule for the nine months ended September 1, 2000.
(28) Not Applicable.
(29) Not Applicable.
20
