-----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, MbpxGM5052JrtHodCvQ2IZGrzhfyQ116NaaYfdSa1U7Yv0XnlRszsdh0x9D9SFqD 1bz9tM9/4eYeemqUWkNHEg== /in/edgar/work/20000912/0000812446-00-000011/0000812446-00-000011.txt : 20000922 0000812446-00-000011.hdr.sgml : 20000922 ACCESSION NUMBER: 0000812446-00-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20000729 FILED AS OF DATE: 20000912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONE PRICE CLOTHING STORES INC CENTRAL INDEX KEY: 0000812446 STANDARD INDUSTRIAL CLASSIFICATION: [5621 ] IRS NUMBER: 570779028 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-15385 FILM NUMBER: 720911 BUSINESS ADDRESS: STREET 1: HWY 290 COMMERCE PK STREET 2: 1875 E MAIN ST CITY: DUNCAN STATE: SC ZIP: 29334 BUSINESS PHONE: 8644338888 MAIL ADDRESS: STREET 1: P O BOX 2487 CITY: SPARTANBURG STATE: SC ZIP: 29304 10-Q 1 0001.txt SECOND QUARTER 2000 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 29, 2000 -------------- OR | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to _______________ Commission file number 0-15385 ONE PRICE CLOTHING STORES, INC. ------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 57-0779028 ------------------------------------------------------------------------ (State or other jurisdiction of (I.R.S. Employer identification No.) incorporation or organization) Highway 290, Commerce Park 1875 East Main Street Duncan, South Carolina 29334 ----------------------------------------- ---------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (864) 433-8888 ------------------ 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 The number of shares of the registrant's common stock outstanding as of September 1, 2000 was 10,423,091. INDEX ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed consolidated balance sheets - July 29, 2000, January 29, 2000 and July 31, 1999 Condensed consolidated statements of operations - Three-month and six-month periods ended July 29, 2000 and July 31, 1999 Condensed consolidated statements of cash flows - Six-month periods ended July 29, 2000 and July 31, 1999 Notes to unaudited condensed consolidated financial statements - July 29, 2000 Independent accountants' report on review of interim financial information Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities and Use of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K SIGNATURES PART I. FINANCIAL INFORMATION Item I. Financial Statements (Unaudited) CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) One Price Clothing Stores, Inc. and Subsidiaries July 29, January 29, July 31, 2000 2000 1999 ------------------ ------------------ ---------------- (1) Assets CURRENT ASSETS Cash and cash equivalents $ 2,780,000 $ 2,538,000 $ 2,108,000 Merchandise inventories 54,149,000 44,125,000 46,644,000 Deferred income taxes 1,445,000 1,626,000 788,000 Other current assets 7,642,000 8,775,000 5,912,000 ------------------ ------------------ ---------------- TOTAL CURRENT ASSETS 66,016,000 57,064,000 55,452,000 ------------------ ------------------ ---------------- PROPERTY AND EQUIPMENT, at cost 67,602,000 67,009,000 63,922,000 Less accumulated depreciation 31,597,000 32,854,000 31,020,000 ------------------ ------------------ ---------------- 36,005,000 34,155,000 32,902,000 ------------------ ------------------ ---------------- OTHER ASSETS 6,607,000 4,736,000 4,700,000 ------------------ ------------------ ---------------- $ 108,628,000 $ 95,955,000 $ 93,054,000 ================== ================== ================ Liabilities and Shareholders' Equity CURRENT LIABILITIES Accounts payable $ 25,905,000 $ 23,390,000 $ 20,182,000 Current portion of long-term debt and revolving credit facility 14,831,000 11,352,000 6,243,000 Sundry liabilities 7,156,000 6,179,000 10,973,000 ------------------ ------------------ ---------------- TOTAL CURRENT LIABILITIES 47,892,000 40,921,000 37,398,000 ------------------ ------------------ ---------------- LONG-TERM DEBT 7,325,000 7,582,000 7,668,000 ------------------ ------------------ ---------------- OTHER NONCURRENT LIABILITIES 4,035,000 2,851,000 3,000,000 ------------------ ------------------ ---------------- SHAREHOLDERS' EQUITY Preferred stock, par value $0.01 -- authorized and unissued 500,000 shares Common stock, par value $0.01 -- authorized 35,000,000 shares, issued and outstanding 10,514,091, 10,489,091, and 10,466,291, respectively 105,000 105,000 105,000 Additional paid-in capital 11,692,000 11,625,000 11,539,000 Retained earnings 37,647,000 32,922,000 33,344,000 Less: unearned compensation - restricted stock awards (68,000) (51,000) -- ------------------- ------------------- -------------- 49,376,000 44,601,000 44,988,000 ------------------ ------------------ ---------------- $ 108,628,000 $ 95,955,000 $ 93,054,000 ================== ================== ================
(1) Derived from audited financial statements. See notes to unaudited condensed consolidated financial statements CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) One Price Clothing Stores, Inc. and Subsidiaries Three-Month Period Ended Six-Month Period Ended ------------------------------- ------------------------------- July 29, July 31, July 29, July 31, 2000 1999 2000 1999 -------------- --------------- -------------- -------------- NET SALES $ 102,307,000 $ 97,905,000 $ 191,051,000 $ 185,018,000 Cost of goods sold 65,477,000 62,461,000 121,011,000 117,124,000 -------------- --------------- -------------- -------------- GROSS MARGIN 36,830,000 35,444,000 70,040,000 67,894,000 -------------- --------------- -------------- -------------- Selling, general and administrative expenses 22,555,000 19,747,000 42,664,000 39,032,000 Store rent and related expenses 8,038,000 6,922,000 15,591,000 13,577,000 Depreciation and amortization expense 1,441,000 1,358,000 3,018,000 2,683,000 Interest expense 582,000 450,000 1,124,000 962,000 -------------- --------------- -------------- -------------- 32,616,000 28,477,000 62,397,000 56,254,000 -------------- --------------- -------------- -------------- INCOME BEFORE INCOME TAXES 4,214,000 6,967,000 7,643,000 11,640,000 Provision for income taxes 1,605,000 2,570,000 2,918,000 4,144,000 -------------- --------------- -------------- -------------- NET INCOME $ 2,609,000 $ 4,397,000 $ 4,725,000 $ 7,496,000 ============== =============== ============== ============== Net income per common share -- basic $ 0.25 $ 0.42 $ 0.45 $ 0.72 ============== =============== ============== ============== Net income per common share -- diluted $ 0.25 $ 0.41 $ 0.45 $ 0.70 ============== =============== ============== ============== Weighted average number of common shares outstanding -- basic 10,512,113 10,453,391 10,502,415 10,447,141 ============== =============== ============== ============== Weighted average number of common shares outstanding -- diluted 10,538,019 10,631,401 10,538,584 10,635,955 ============== =============== ============== ==============
See notes to unaudited condensed consolidated financial statements CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) One Price Clothing Stores, Inc. and Subsidiaries Six-Month Period Ended ------------------------------------ July 29, July 31, 2000 1999 ------------------ ------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 4,725,000 $ 7,496,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,018,000 2,683,000 Provision for supplemental post-retirement benefits 33,000 31,000 Provision for compensation - restricted stock awards 38,000 -- (Increase) decrease in other noncurrent assets (210,000) 29,000 Increase in other noncurrent liabilities 114,000 17,000 Deferred income taxes (36,000) (20,000) Loss on disposal of property and equipment 247,000 137,000 Changes in operating assets and liabilities (5,832,000) (1,945,000) ---------------- ------------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 2,097,000 8,428,000 ---------------- ------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (4,581,000) (2,086,000) Proceeds from sale of property and equipment 147,000 -- Purchases of other noncurrent assets (232,000) (546,000) ----------------- ------------------ NET CASH USED IN INVESTING ACTIVITIES (4,666,000) (2,632,000) ----------------- ------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings from (repayment of) revolving credit facility 3,456,000 (5,760,000) Repayment of long-term debt (235,000) (81,000) Debt financing costs incurred (91,000) (69,000) Payment of capital lease obligations (261,000) (194,000) Decrease in amount due to related parties (70,000) (64,000) Proceeds from exercise of common stock options 12,000 62,000 ----------------- ------------------ NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 2,811,000 (6,106,000) ----------------- ------------------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 242,000 (310,000) Cash and cash equivalents at beginning of period 2,538,000 2,418,000 ----------------- ------------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,780,000 $ 2,108,000 ------------------ ------------------ SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ 1,053,000 $ 841,000 Income taxes paid 167,000 101,000 Noncash financing activity - capital leases 1,717,000 405,000 Issuance of restricted stock awards 57,000 --
See notes to unaudited condensed consolidated financial statements NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS One Price Clothing Stores, Inc. and Subsidiaries For the six months ended July 29, 2000 and July 31, 1999 (Unaudited) NOTE A - BASIS OF PRESENTATION AND CERTAIN ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and include the accounts of One Price Clothing Stores, Inc. and its subsidiaries, all of which are wholly-owned (the "Company"). All significant intercompany accounts and transactions have been eliminated in consolidation. These financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Due to the seasonality of the Company's sales, operating results for the three-month and six-month periods ended July 29, 2000 are not necessarily indicative of the results that may be expected for the year ending February 3, 2001. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended January 29, 2000. The Company's sales and operating results are seasonal. Sales and operating results have been the highest in the first quarter (February - April) and second quarter (May - July) and lowest in the third quarter (August - October) and fourth quarter (November - January). Stock Repurchase Program On August 2, 2000, the Board of Directors authorized the Company to repurchase up to one million shares of the outstanding common stock at market prices, effective immediately. The repurchase program authorizes purchases from time to time in the open market or privately negotiated block transactions and contains no expiration date. The authorization represents approximately 9.5% of the outstanding common stock of the Company. NOTE B - EARNINGS PER SHARE Basic earnings per share are computed based upon the weighted average number of common shares outstanding. Diluted earnings per share are computed based upon the weighted average number of common and common equivalent shares outstanding. Common equivalent shares consist solely of shares under option. A reconciliation of basic and diluted weighted average shares outstanding is presented below: Three-Month Period Ended Six-Month Period Ended ---------------------------------- ---------------------------------- July 29, July 31, July 29, July 31, 2000 1999 2000 1999 ---------------- ---------------- ---------------- ---------------- Weighted average number of common shares outstanding - basic 10,512,113 10,453,391 10,502,415 10,447,141 Net effect of dilutive stock options - based on the treasury stock method using the average market price 25,906 178,010 36,169 188,814 ---------------- ---------------- ---------------- ---------------- Weighted average number of common shares outstanding - diluted 10,538,019 10,631,401 10,538,584 10,635,955 =============== =============== =============== ===============
NOTE C - CREDIT FACILITIES In June 2000, the Company amended its revolving credit facilty to increase borrowing availability, lower borrowing rates and other fees, extend the term of the agreement, and amend certain prohibitive covenants associated with the facility. As amended, the Company has a revolving credit facility of up to $37,500,000 (including a letter of credit sub-facility of up to $25,000,000) with its primary lender through July 2003. Borrowings under the amended credit agreement with the primary lender are collateralized by all assets owned by the Company during the term of the agreement (other than the land, buildings, fixtures and improvements collateralizing the mortgage loan discussed below). Effective July 1, 2000, under the amended agreement, the borrowings bear interest, at the Company's option (subject to certain limitations in the agreement), at the Prime Rate or the Adjusted Eurodollar Rate, as defined, plus 1.5%, provided that the Company meets certain minimum net worth requirements as set forth in the agreement. Maximum borrowings under the revolving credit facility and utilization of the letter of credit facility are based on a borrowing base formula determined with respect to eligible inventory as defined in the agreement. As a result, availability under the revolving credit facility fluctuates in accordance with the Company's seasonal variations in inventory levels. At July 29, 2000, the Company had approximately $22.2 million of excess availability under the borrowing base formula. The lending formula may be revised from time to time in response to changes in the composition of the Company's inventory or other business conditions. The Company's amended revolving credit agreement contains certain covenants which, among other things, prohibit the Company from paying dividends, restrict the ability of the Company to incur other indebtedness or encumber or dispose of assets, and limit the amount of its own stock the Company can repurchase. The Company is required to maintain a $5,000,000 minimum level of working capital and to maintain a $25,000,000 minimum adjusted net worth (both as defined in the revolving credit agreement). The Company also has an agreement with a commercial bank to provide a separate letter of credit facility of up to $8,000,000. This agreement was amended in June 2000 to extend the term of the agreement through the earlier of June 2001 or termination of the Company's revolving credit facility with its primary lender. Letters of credit issued under the agreement are collateralized by inventories purchased using such letters of credit. The agreement requires that the Company's working capital and minimum net worth requirements be at the same level as that required by the Company's primary lender under the revolving credit agreement. The agreement contains certain restrictive covenants which are substantially the same as those within the Company's revolving credit facility discussed above. The Company entered into a twenty-year mortgage agreement with a commercial bank in June 1997. The agreement, which had an original balance of $8,125,000, is secured by the Company's real property located at its corporate offices, including land, buildings, fixtures and improvements. The mortgage loan, which had a balance of $7,520,000 at July 29, 2000, is payable in 240 consecutive equal monthly installments (including interest at the rate of 9.125% per annum) through July 2017. Certain fees may be payable by the Company if the mortgage loan is repaid prior to June 2014. NOTE D - EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS The Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") 133, "Accounting for Derivative Instruments and Hedging Activities," which, as amended, is effective for years beginning after June 15, 2000. This new standard requires recognition of all derivatives, including certain derivative instruments embedded in other contracts, as either assets or liabilities in the statement of financial position and measurement of those instruments at fair value. The Company is in the process of reviewing the effect, if any, that SFAS 133 will have on the Company's consolidated financial statements and disclosures. INDEPENDENT ACCOUNTANTS' REVIEW REPORT To the Board of Directors and Shareholders of One Price Clothing Stores, Inc. Duncan, South Carolina We have reviewed the accompanying condensed consolidated balance sheets of One Price Clothing Stores, Inc. and subsidiaries (the "Company") as of July 29, 2000 and July 31, 1999, and the related condensed consolidated statements of operations for the three-month and six-month periods then ended and the condensed consolidated statements of cash flows for the six-month periods then ended. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of the Company as of January 29, 2000, and the related consolidated statements of operations, shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated March 7, 2000, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of January 29, 2000 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. DELOITTE & TOUCHE LLP Greenville, South Carolina August 14, 2000 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Net sales for the quarter ended July 29, 2000 increased 4.5% to $102,307,000 compared with $97,905,000 for the quarter ended July 31, 1999. Net sales for the six-month period ended July 29, 2000 increased 3.3% to $191,051,000 compared with $185,018,000 for the same time period in 1999. Comparable store sales for the second quarter of fiscal 2000 decreased 4.1% compared with a 3.0% increase for the same quarter last year. Comparable store sales for the six-month period ended July 29, 2000 decreased 3.8% compared with a 5.5% increase for the same time period in 1999. We consider stores that have been open 18 months or more to be comparable, and there were 595 such stores at July 29, 2000. The decrease in comparable store sales for the second quarter and the first six months of fiscal 2000 was principally due to dereased sales in our junior, misses and plus-size separates categories. During the second quarter of fiscal 2000, we opened 13 stores and expanded the size of one store. In addition, we relocated one store and closed seven under-performing stores. At July 29, 2000, we operated 658 stores, 38 greater than at quarter-end last year. The stores are located in 30 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. Gross margin as a percentage of net sales remained essentially unchanged at 36.0% in the second quarter of fiscal 2000 compared with 36.2% of net sales in the second quarter of fiscal 1999. For the first six months of both fiscal 2000 and fiscal 1999, gross margin was 36.7% of net sales. Selling, general and administrative ("SG&A") expenses were 22.0% of net sales for the second quarter of fiscal 2000 compared with 20.2% of net sales in the second quarter of fiscal 1999. SG&A expenses were 22.3% of net sales in the first six months of fiscal 2000 compared with 21.1% of net sales during the same time period in fiscal 1999. SG&A expenses in both periods increased as a percentage of net sales due to an increase in SG&A expense dollars combined with a decrease in comparable store sales during the corresponding periods. In both periods presented for fiscal 2000, SG&A expenses increased in dollars compared with the same time periods in fiscal 1999 primarily due to increased payroll expense in the stores and other store expenses associated with operating, on average, more stores year-over-year. Payroll expense in the stores increased due to a year-over-year increase in the average hourly wage rate which was slightly offset by a decrease in average store hours. Store rent and related expenses per average store increased 9.4% in both the second quarter and the first six months of fiscal 2000 compared with the same periods last year. The increase in average store rent and related expenses is primarily due to the Company's store expansion strategy of opening larger, higher volume stores and thus entering more costly sites with higher rents while closing older stores with lower average rent costs. Due to the increase in average store rent, store rent and related expenses were 7.9% of net sales in the second quarter of fiscal 2000 compared with 7.1% of net sales in the second quarter of fiscal 1999. Also, store rent and related expenses for the first six months of fiscal 2000 increased to 8.2% of net sales compared with 7.3% of net sales during the same time period in fiscal 1999. Depreciation and amortization expense was 1.4% of net sales in the second quarter of both fiscal 2000 and fiscal 1999. Depreciation and amortization expense was 1.6% of net sales in the first six months of fiscal 2000 compared with 1.5% of net sales during the same time period in fiscal 1999. In both periods presented for fiscal 2000, depreciation and amortization expense increased in dollars compared with the same time periods in fiscal 1999 primarily due to investments in new stores and software. Interest expense was 0.6% of net sales in the second quarter and in the first six months of fiscal 2000 compared with 0.5% of net sales for the same time periods in fiscal 1999. In both periods presented for fiscal 2000, interest expense increased in dollars compared with the same time periods in fiscal 1999 due to higher average interest rates resulting from the year-over-year increase in the Prime Rate and higher average levels of borrowings by the Company. The Company's effective income tax rate was approximately 38.2% in the first six months of fiscal 2000. The effective income tax rate for the year ended January 29, 2000 was 9.4%, which was significantly less than the statutory rate due to the favorable adjustment of the remaining deferred tax asset valuation allowance in fiscal 1999. Outlook During the remaining portion of fiscal 2000, we currently expect to open 13 new stores and expand or relocate 10 existing stores. We also plan to continue our strategy of increasing the size of certain highly productive stores. The Company is addressing the decrease in comparable store sales by adjusting the product mix in its stores. The Company is attempting to maximize its strong-performing product categories during the fall selling season. Despite these product mix adjustments, the Company's current level of sales remains below the Company's expectations and, as a result, the Company reiterates its caution in its sales and earnings expectations for the third and fourth quarters of 2000. The Company's sales and operating results are seasonal. Sales and operating results have been the highest in the first quarter (February - April) and second quarter (May - July) and lowest in the third quarter (August - October) and fourth quarter (November - January). Average store rent and related expenses are expected to continue to increase in fiscal 2000 and beyond due to the location and the increase in average store square footage of stores that opened in fiscal 2000 and planned future openings, as well as the closing of older, lower-volume stores. We will seek to leverage these increases through improved average store sales volume. Liquidity and Capital Resources In the first six months of fiscal 2000, net cash provided by a combination of net income and net borrowings from our revolving credit facility was primarily used to fund the increase in inventory necessary to operate more stores year-over-year. In the first six months of fiscal 2000, cash was also used to open 23 more stores than during the same period in fiscal 1999, and to expand and remodel certain other stores and to purchase software. Net cash provided by operating activities in the first six months of 2000 was less than net cash provided by operating activities in the first six months of 1999 primarily due to lower year-over-year net income combined with a higher year-over-year increase in inventory. In the first six months of fiscal 1999, net cash provided by operating activities was primarily used to reduce the balance of the revolving credit facility and to open new stores, expand and remodel certain other stores and to purchase software. Merchandise inventories at the end of the second quarter of fiscal 2000 increased 16.1% in total due to the higher year-over-year store count and increased 9.4% on an average store basis compared with the end of the second quarter of fiscal 1999. In preparation for the back-to-school and fall selling seasons, total merchandise inventories at the end of the second quarter of fiscal 2000 were 16.4% higher on an average store basis than at January 29, 2000, when inventory levels are typically lower. The level and source of inventories are subject to fluctuations because of our seasonal operations, opportunistic buying strategy and prevailing business conditions. As a result of recent foreign purchases to strengthen strong-performing categories of merchandise for the fall selling season, the level of outstanding documentary letters of credit increased to $7.6 million on July 29, 2000 compared with $3.3 million on July 31, 1999. Although the Company's level of outstanding documentary letters of credit increased year-over-year, we currently expect to continue to pursue opportunistic purchases of merchandise from primarily domestic sources, but will purchase merchandise from foreign sources when it is deemed to be in the best interests of the Company. Total accounts payable and amounts outstanding under the Company's credit facilities, including long-term portions thereof, increased 41.0% at the end of the second quarter of fiscal 2000 compared with the second quarter of fiscal 1999. This increase was primarily the result of the year-over-year increase in merchandise inventories and capital expenditures. The level of accounts payable and amounts outstanding under the credit facilities are subject to fluctuations based on our changes in inventory levels and rate of capital expenditures. Our credit facilities consist of a revolving credit facility to meet short-term liquidity needs, a mortgage loan collateralized by the Company's corporate offices and distribution center and letter of credit facilities to accommodate the Company's needs to purchase merchandise inventories from foreign sources. Collectively, the credit facilities contain certain financial and non-financial covenants with which the Company was in compliance at July 29, 2000. We have a $37,500,000 revolving credit facility (including a $25,000,000 letter of credit sub-facility) with our primary lender through July 2003. Borrowings under the agreement are collateralized by all assets owned by the Company during the term of the agreement (other than land, buildings, fixtures and improvements collateralizing the mortgage loan discussed below). Maximum borrowings under the revolving credit facility and utilization of the letter of credit facility are based upon a borrowing base formula determined with respect to eligible inventory as defined in the agreement. At July 29, 2000, we had approximately $22.2 million in excess availability under the borrowing base formula. We have a twenty-year mortgage loan agreement with a commercial bank payable in consecutive equal monthly installments through July 2017. At July 29, 2000, the mortgage loan had an unpaid balance of $7,520,000. The agreement is secured by the Company's real property located at its corporate offices including land, buildings, fixtures and improvements. We have an $8,000,000 letter of credit facility with a commercial bank through the earlier of June 2001 or termination of the revolving credit facility with the Company's primary lender. Letters of credit issued under the agreement are collateralized by inventories purchased using such letters of credit. On August 2, 2000, the Board of Directors authorized the Company to repurchase up to one million shares of the outstanding common stock at market prices, effective immediately. The repurchase program authorizes purchases from time to time in the open market or privately negotiated block transactions and contains no expiration date. The authorization represents approximately 9.5% of the outstanding common stock of the Company. During fiscal 2000, we currently expect to spend approximately $9.0 million on capital expenditures, most of which will be used to open new stores, expand and relocate existing stores and invest in information technology. Our liquidity requirements in the foreseeable future are expected to be met principally through net cash provided by operations and the use of our credit facilities. If we believe it to be in the best interests of the Company, additional long-term debt, equity, capital leases or other permanent financing may be considered. Market Risk and Risk Management Policies We are exposed to market risk from changes in interest rates affecting our credit arrangements, including a variable-rate revolving credit facility and a fixed-rate mortgage loan agreement, which may adversely affect our results of operations and cash flows. We seek to minimize our interest rate risk through our day-to-day operating and financing activities. We do not engage in speculative or derivative financial or trading activities. A hypothetical 100 basis point adverse change (increase) in interest rates relating to our revolving credit facility would have decreased pre-tax income for the six months ended July 29, 2000 and July 31, 1999 by approximately $68,000 and $53,000, respectively. Effect of New Accounting Pronouncements The Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") 133, "Accounting for Derivative Instruments and Hedging Activities," which, as amended, is effective for years beginning after June 15, 2000. This new standard requires recognition of all derivatives, including certain derivative instruments embedded in other contracts, as either assets or liabilities in the statement of financial position and measurement of those instruments at fair value. The Company is in the process of reviewing the effect, if any, that SFAS 133 will have on the Company's consolidated financial statements and disclosures. Private Securities Litigation Reform Act of 1995 All statements contained in this document as to future expectations and financial results including, but not limited to, statements containing the words "believes," "anticipates," "expects," "should," "will" and similar expressions, should be considered forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The Company cautions readers of this Quarterly Report on Form 10-Q that a number of important factors could cause the Company's actual results in fiscal 2000 and beyond to differ materially from those expressed in such forward-looking statements. These factors include, but are not limited to, general economic conditions, including the possibility of a slowdown in consumer demand arising from an increase in interest rates and other economic factors; consumer preferences; weather patterns; competitive factors; pricing and promotional activities of competitors; the impact of excess retail capacity and the availability of desirable store locations on suitable terms; whether or not offering for sale new categories of merchandise including, but not limited to, menswear, will increase sales and operating results; the availability, selection and purchasing of attractive merchandise on favorable terms; credit availability, including adequate levels of credit support provided to certain of the Company's vendors by factors and insurance companies; import risks, including potential disruptions and duties, tariffs and quotas on imported merchandise; regulatory matters, including legislation affecting wage rates; and other factors described in the Company's filings with the Securities and Exchange Commission from time to time. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. Item 3. Quantitative and Qualitative Disclosures About Market Risk See required information contained within Item 2 of this Form 10-Q. PART II. OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities and Use of Proceeds None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders The Company received proxies representing 95.9% of the 10,499,091 shares outstanding and eligible to vote at the annual meeting of the Company's shareholders held on June 7, 2000. The following summarizes the votes thereat: Matter For Against Abstentions Non-Votes Election of Directors: Leonard M. Snyder 10,029,608 0 38,625 0 Larry I. Kelley 10,029,608 0 38,625 0 Renee M. Love 10,028,608 0 39,625 0 Laurie M. Shahon 10,029,608 0 38,625 0 Malcolm L. Sherman 10,029,058 0 39,175 0 James M. Shoemaker, Jr. 10,029,058 0 39,175 0 Robert J. Stevenish 10,029,628 0 38,605 0 Allan Tofias 10,022,908 0 45,325 0
Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K: (a) Exhibits 10(a) Amendment Number Six to the Loan and Security Agreement by and between Congress Financial Corporation (Southern) as Lender and the Registrant, One Price Clothing Stores, Inc. of Puerto Rico and One Price Clothing - U.S. Virgin Islands, Inc. as Borrowers dated June 30, 2000. 10(b) Amendment Number Six to the Continuing Commercial Credit Agreement by and between Carolina First Bank as Lender and the Registrant, One Price Clothing of Puerto Rico, Inc. and One Price Clothing - U.S. Virgin Islands, Inc. as Borrowers dated June 30, 2000. 15 Acknowledgement of Deloitte & Touche LLP, independent accountants 27 Financial Data Schedule (electronic filing only) (b) Reports on Form 8-K The Company was not required to, and did not, file any report on Form 8-K for the three-month period ended July 29, 2000. SIGNATURES: Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ONE PRICE CLOTHING STORES, INC. (Registrant) Date: September 12, 2000 /s/ Larry I. Kelley -------------------- Larry I. Kelley President and Chief Executive Officer (principal executive officer) Date: September 12, 2000 /s/ H. Dane Reynolds --------------------- H. Dane Reynolds Senior Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) EX-10.A 2 0002.txt AMENDMENT NUMBER 6 TO CONGRESS FINANCIAL AGREEMENT EXHIBIT 10(a) Amendment Number Six to the Loan and Security Agreement by and between Congress Financial Corporation (Southern) as Lender and the Registrant, One Price Clothing Stores, Inc. of Puerto Rico and One Price Clothing - U.S. Virgin Islands, Inc. as Borrowers dated June 30, 2000. AMENDMENT NO. 6 TO FINANCING AGREEMENTS June 30, 2000 One Price Clothing Stores, Inc. 1875 East Main Street Duncan, South Carolina 29334 One Price Clothing of Puerto Rico, Inc. 1875 East Main Street Duncan, South Carolina 29334 Gentlemen: Congress Financial Corporation (Southern) ("Lender"), One Price Clothing Stores, Inc. ("One Price") and One Price Clothing of Puerto Rico, Inc. ("One Price PR"; and together with One Price, individually referred to as a "Borrower" and collectively as the "Borrowers") have entered into certain financing arrangements pursuant to the Loan and Security Agreement, dated March 25, 1996, between the Lender and Borrowers (the "Loan Agreement"), as amended by Amendment No. 1 to Financing Agreements, dated May 16, 1997, Amendment No. 2 to Financing Agreements, dated June 17, 1997, Amendment No. 3 to Financing Agreements, dated February 19, 1998, Amendment No. 4 to Financing Agreements, dated January 31, 1999, and Amendment No. 5 to Financing Agreements, dated February 23, 2000 together with various other agreements, documents and instruments at any time executed and/or delivered in connection therewith or related thereto (as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, collectively, the "Financing Agreements"). All capitalized terms used herein and not herein defined shall have the meanings given to them in the Financing Agreements. Borrowers have requested that Lender agree (a) to a reduction of the applicable interest rates, (b) to reduce the unused line and letter of credit fees, (c) extend the term of the Financing Agreements, and (d) amend certain other provisions of the Loan Agreement. Lender is willing to do so on the terms and conditions and to the extent set forth herein. In consideration of the foregoing, the mutual agreements and covenants contained herein and other good and valuable consideration, the parties hereto agree as follows: 1. Definitions. (a) The definition of "Collateral Access Agreement" is hereby added to Section 1 of the Loan Agreement as follows: ""Collateral Access Agreement" shall mean an agreement in writing, in form and substance satisfactory to Lender, from any lessor of premises to any Borrower, or any other person to whom any Collateral (including Inventory, Equipment, bills of lading or other documents of title) is consigned or who has custody, control or possession of any such Collateral or is otherwise the owner or operator of any premises on which any of such Collateral is located, pursuant to which such lessor, consignee or other person, inter alia, acknowledges the first priority security interest of Lender in such Collateral, agrees to waive any and all claims such lessor, consignee or other person may, at any time, have against such Collateral, whether for processing, storage or otherwise, and agrees to permit Lender access to, and the right to remain on, the premises of such lessor, consignee or other person so as to exercise Lender's rights and remedies and otherwise deal with such Collateral and in the case of any person who at any time has custody, control or possession of any bills of lading or other documents of title, agrees to hold such bills of lading or other documents as bailee for Lender and to follow all instructions of Lender with respect thereto." (b) The definition of "Interest Rate" set forth at Section 1.33 of the Loan Agreement is amended in its entirety to read as follows: "1.33 "Interest Rate" shall mean: (a) subject to clauses (b) and (c) below, as to Prime Rate Loans, a rate of one-quarter (1/4%) percent per annum in excess of the Prime Rate and as to Eurodollar Rate Loans a rate of two (2 %) percent per annum in excess of the Adjusted Eurodollar Rate (based on the Eurodollar Rate applicable for the Interest Period selected by Borrower as in effect three (3) Business Days after the date of receipt by Lender of the request of Borrower for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any Eurodollar Rate previously quoted to Borrower); provided, that; (b) effective as of July 1, 2000, "Interest Rate" shall mean, the Prime Rate, as to Prime Rate Loans, and as to Eurodollar Rate Loans, a rate of one and one-half (1 1/2 %) percent per annum in excess of the Adjusted Eurodollar Rate (based on the Eurodollar Rate applicable for the Interest Period selected by Borrower as in effect three (3) Business Days after the date of receipt by Lender of the request of Borrower for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any Eurodollar Rate previously quoted to Borrower); except, that, if at the end of (i) any fiscal year of One Price or (ii) any second fiscal quarter of One Price, the Adjusted Net Worth of One Price and its Subsidiaries calculated on a consolidated basis, for any such period as set forth in the audited consolidated financial statements of Borrower and its Subsidiaries for such period delivered to Lender in accordance with Section 9.6 hereof, shall be less than $40,000,000, effective as of the first day of the month after the receipt by Lender of the such financial statements of One Price and its Subsidiaries for such period, the Interest Rate shall increase to the rates set forth in clause (a) above; and (c) notwithstanding anything to the contrary contained herein, the Interest Rate shall mean the rate of two (2%) percent per annum in excess of the Prime Rate as to Prime Rate Loans and the rate of three and one -half (3 1/2%) percent per annum in excess of the Adjusted Eurodollar Rate as to Eurodollar Rate Loans, at Lender's option, without notice, (i) for the period on and after (A) the date of termination or non-renewal hereof and until such time as all Obligations are indefeasibly paid in full (notwithstanding entry of any judgment against either Borrower), or (B) the date of the occurrence of any Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default, and for so long as such Event of Default or other event is continuing as determined by Lender and (ii) on the Loans at any time outstanding in excess of the amounts available to the respective Borrowers under Section 2 (whether or not such excess(es), arise or are made with or without Lender's knowledge or consent and whether made before or after an Event of Default)." 2. Revolving Loans. Section 2.1(a) of the Loan Agreement is hereby deleted in its entirety and the following substituted therefor: "(a) Subject to, and upon the terms and conditions contained herein, Lender agrees to make Revolving Loans to each Borrower from time to time in amounts requested by such Borrower (or by One Price on behalf One Price PR), up to the amount equal to the sum of: (i) the least of: (A) eighty (80%) percent of the Value of the Eligible Inventory of such Borrower, or (B) eighty-five (85%) percent of the Net Recovery Cost Percentage multiplied by the Cost of the Eligible Inventory of such Borrower, or (C) eighty-five (85%) percent of the Net Recovery Retail Percentage multiplied by the Retail Value of the Eligible Inventory of such Borrower, minus (ii) any Availability Reserves." 3. Unused Line Fee. Section 3.4 of the Loan Agreement is hereby amended in its entirety to read as follows: "3.4 Unused Line Fee. Borrowers shall pay to Lender monthly an unused line fee at a rate equal to one-quarter of one (.25%) percent per annum calculated upon the amount by which the Inventory Loan Limit exceeds the average daily principal balance of the outstanding Revolving Loans and Letter of Credit Accommodations during the immediately preceding month (or part thereof) while this Agreement is in effect and for so long thereafter as any of the Obligations are outstanding, which fee shall be payable on the first day of each month in arrears." 4. Merger. (a) Section 9.7 (a) of the Loan Agreement is hereby deleted in its entirety and the following substituted therefor: "(a) merge into or with or consolidate with any Person or permit any other Person to merge with or into or with or consolidate with it except that: (i) any Subsidiary of One Price (other than One Price PR) may, after prior written notice to Lender, merge or consolidate with any other Subsidiary of One Price; (ii) any Subsidiary of One Price incorporated in any State of the United States of America may merge with and into or consolidate with One Price, provided, that, each of the following conditions is satisfied as determined by Lender: (A) Lender shall have received not less than five (5) days prior written notice of the intention of One Price to so merge or consolidate and such information with respect thereto as Lender may request, (B) as of the effective date of the merger or consolidation and after giving effect thereto, no Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred, (C) Lender shall have received true, correct and complete copies of all agreements, documents and instruments relating to such merger, including, but not limited to, the certificate or certificates of merger as filed with each appropriate Secretary of State or other Governmental Authority, (D) the surviving entity shall immediately upon the effectiveness of the merger expressly confirm in writing pursuant to an agreement, in form and substance reasonably satisfactory to Lender, its continuing liability in respect of the Obligations and Financing Agreements and execute and deliver such other agreements, documents and instruments as Lender may reasonably request in connection therewith, (E) the surviving entity shall, immediately before and immediately after giving effect to such transaction or series of transactions have an Adjusted Net Worth (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions) equal to or greater than the Adjusted Net Worth of each of the entities involved in such merger immediately prior to such transaction or series of transactions, and (F) each Obligor shall ratify and confirm that its guarantees of the Obligations shall apply to the Obligations as assumed by such surviving entity, (iii) One Price may merge with and into or consolidate with any other corporation which has its chief executive office and substantially all of its assets in the United States, provided, that, each of the following conditions is satisfied as determined by Lender: (A) Lender shall have received not less than thirty (30) days' prior written notice of the proposed merger and such information with respect thereto as Lender may request, including (1) the proposed date of the merger, (2) the name, address, jurisdiction of incorporation and federal identification number of the person with whom One Price is merging, (3) a list and description of the assets to be acquired pursuant to such merger (including the addresses of the locations thereof and whether such locations are owned, leased or operated by a third party, and if leased or operated by a third party, the name and address of the lessor or third party), and (4) the total consideration to be paid in connection with such merger (and the terms of payment of such consideration), (B) as of the date of such merger and after giving effect thereto, no Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred and be continuing, (C) promptly upon Lender's request, One Price shall deliver, or cause to be delivered to Lender, true, correct and complete copies of all agreements, documents and instruments relating to such merger (including drafts thereof in advance of the proposed merger or acquisition), (D) promptly upon Lender's request, One Price shall execute and deliver, or cause to be executed and delivered, to Lender such agreements, documents and instruments in connection with such merger as Lender may reasonably request, including, without limitation, UCC financing statements, Collateral Access Agreements and any amendments or supplements hereto, (E) the assets and properties being acquired by One Price pursuant to the merger shall be substantially consistent with, and related to, the business of One Price as currently conducted as of the date hereof, (F) the assets acquired by One Price pursuant to such merger shall be free and clear of any security interest, mortgage, pledge, lien, charge, or other encumbrance (other than security interests and liens permitted under Section 9.8 hereof), and Lender shall have received evidence reasonably satisfactory to it of the same, (G) the acquisition by One Price of such assets pursuant to the merger shall not violate any law or regulation or any order or decree of any court or Governmental Authority in any respect and shall not and will not conflict with or result in the breach of, or constitute a default in any respect under, any agreement, document or instrument to which One Price is a party or may be bound, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property of One Price (other than as permitted under Section 9.8 hereof) or violate any provision of the Certificate of Incorporation or By-Laws of One Price, (H) the merger consideration shall be payable in commercially reasonable amounts and terms and in a bona fide arms' length transaction with a person other than an Affiliate, (I) One Price shall, immediately before and immediately after giving effect to such transaction or series of transactions, have an Adjusted Net Worth equal to or greater than the Adjusted Net Worth it had immediately prior to such transaction or series of transactions, (J) One Price shall not become obligated with respect to any Indebtedness, nor any of its property become subject to any security interest, mortgage, pledge, lien, charge, or other encumbrance pursuant to such merger unless One Price could incur such Indebtedness or create such security interest, mortgage, pledge, lien, charge, or other encumbrance hereunder or under the other Financing Agreements, (K) Lender shall have received, in form and substance reasonably satisfactory to Lender, (1) evidence that Lender has first priority valid and perfected security interests in and liens upon the assets acquired pursuant to such merger subject to any liens as permitted in Section 9.8 hereof, (2) all Collateral Access Agreements and other consents, waivers, acknowledgments and other agreements from third persons which Lender may reasonably deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the assets acquired pursuant to such merger, (3) the agreement of the other party to the merger consenting to the collateral assignment by One Price of all rights and remedies and claims for damages of One Price relating to the Collateral (including, without limitation, any bulk sales indemnification) under the agreements, documents and instruments relating to such merger and (4) such other agreements, documents and instruments as Lender may reasonably request in connection therewith, (L) Lender shall have conducted a field examination with respect to the Person, its assets and its business with whom One Price is merging and in no event shall any Inventory acquired by One Price pursuant to such merger be deemed Eligible Inventory unless the results of such field examination shall be satisfactory to Lender in all respects (and the reporting with respect to such inventory shall have been incorporated into the accounting systems of Borrowers in a manner satisfactory to Lender), and then only to the extent the criteria for Eligible Inventory set forth herein are satisfied with respect thereto (or as modified by Lender in connection with the Inventory acquired to reflect the results of Lender's field examination, including any separate advance percentage with respect to such Inventory or any Availability Reserves as Lender may determine), and upon the request of Lender, the Inventory acquired by One Price pursuant to such merger shall at all times after such merger be separately identified and reported to Lender in a manner satisfactory to Lender, (M) in no event shall the total amount of all payments by One Price in connection with such merger, together with all amounts paid by One Price in respect of purchases of Capital Stock under Section 9.10(i) hereof or assets of any Person under Section 9.10(j) hereof, exceed $10,000,000 in the aggregate, (N) in no event shall the total amount of all payments by One Price in connection with any one merger or series of related mergers exceed $10,000,000, (O) as of the date of such merger and after giving effect thereto (including the payment of all costs related to such merger), in the event that all inventory to be acquired by One Price pursuant to such merger shall be deemed by Lender to be Eligible Inventory, the Excess Availability for each of the immediately preceding ninety (90) consecutive days (after giving pro forma effect during such 90 day period to the additions to the amount of loans available to Borrowers as a result of Eligible Inventory to be acquired by One Price pursuant to such merger) shall have been not less than $10,000,000 and as of the date of such merger and after giving effect thereto, the Excess Availability of Borrowers shall be not less than $10,000,000 (after giving effect to the additions to the amount of loans available to Borrowers as a result of any Eligible Inventory acquired by One Price pursuant to such merger); (P) not less than fifteen (15) days prior to the date of such merger or consolidation, Lender shall have received, in form and substance reasonably satisfactory to Lender, projected financial statements of One Price for the remaining portion of the then current year and for the succeeding year after giving effect to the acquisition (including forecasted income statements, cash flow statements and balance sheets) prepared on a monthly basis as to the current year and the immediately succeeding year, all in reasonable detail, together with such supporting information as Lender may reasonably request, which projections shall represent One Price's reasonable best estimate of the future financial performance of One Price for the periods set forth therein and shall have been prepared on the basis of the assumptions set forth therein which One Price believes are fair and reasonable in light of current and reasonably foreseeable business conditions (it being understood that such projections do not constitute a warranty as to the future performance of One Price and that actual results may vary from such projections), (Q) One Price shall be the surviving corporation and after giving effect to such merger its chief executive office shall continue to be in the United States of America, (R) promptly upon Lender's request, One Price shall immediately upon the effectiveness of the merger expressly confirm in writing pursuant to an agreement, in form and substance reasonably satisfactory to Lender, its continuing liability in respect of the Obligations and Financing Agreements and execute and deliver, or cause to be executed and delivered, such other agreements, documents and instruments as Lender may reasonably request in connection therewith (including, without limitation, UCC financing statements, as to new locations and Collateral Access Agreements), (S) any Obligor shall, promptly upon Lender's request, ratify and confirm, in form and substance reasonably satisfactory to Lender, that its guarantee of the Obligations shall apply to the Obligations of One Price as the surviving corporation, and (T) upon the effective date of the merger, Lender shall have received a certificate duly executed and delivered by One Price in form and substance reasonably satisfactory to Lender, addressing all of the conditions set forth in this Section 9.7(a)(iii) (as modified to refer to the applicable merger), together with all schedules thereto, with respect to the acquisition of such assets and the representations and warranties contained therein shall be true and correct in all material respects; or" (b) Section 9.7(c) of the Loan Agreement is hereby deleted in its entirety and the following substituted therefor: "(c) form or acquire any subsidiaries except as permitted under Section 9.10(i) hereof, or" 5. Encumbrances. Section 9.8(e) of the Loan Agreement is hereby amended by deleting the number "$5,000,000" and substituting the following therefor: "$10,000,000". 6. Investments. Section 9.10 of the Loan Agreement is hereby amended to add the following additional Sections 9.10 (i) and (j) as follows: "(i) the purchase by One Price of all or a substantial part of the assets or property of any person located in the United States (other than purchases of Capital Stock), provided, that, each of the following conditions is satisfied as determined by Lender: (i) Lender shall have received not less than thirty (30) days' prior written notice of the proposed acquisition and such information with respect thereto as Lender may request, including (A) the proposed date of the acquisition, (B) a list and description of the assets to be acquired (including the addresses of the locations thereof and whether such locations are owned, leased or operated by a thirty party, and if leased or operated by a third party, the name and address of the lessor or third party), and (C) the total purchase price for the assets to be purchased (and the terms of payment of such purchase price), (ii) as of the date of such purchase and after giving effect thereto, no Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred and be continuing, (iii) promptly upon Lender's request, One Price shall deliver, or cause to be delivered to Lender, true, correct and complete copies of all agreements, documents and instruments relating to such acquisition, (iv) promptly upon Lender's request, One Price shall execute and deliver, or cause to be executed and delivered, to Lender such agreements, documents and instruments in connection with such acquisition as Lender may reasonably request, including, without limitation, UCC financing statements, Collateral Access Agreements and any amendments or supplements hereto, (v) the assets and properties being acquired by One Price shall be substantially consistent with, and related to, the business of One Price as currently conducted as of the date hereof, (vi) the assets acquired by Borrower shall be free and clear of any security interest, mortgage, pledge, lien, charge, or other encumbrance (other than security interests and liens permitted under Section 9.8 hereof) and Lender shall have received evidence reasonably satisfactory to it of the same, (vii) the acquisition by One Price of such assets shall not violate any law or regulation or any order or decree of any court or Governmental Authority in any respect and shall not and will not conflict with or result in the breach of, or constitute a default in any respect under, any agreement, document or instrument to which One Price is a party or may be bound, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property of One Price other than as permitted by Section 9.8 hereof, or any Affiliate or violate any provision of the Certificate of Incorporation or By-Laws of One Price, (viii) such purchase shall be on commercially reasonable prices and terms and in a bona fide arms' length transaction with a person other than an Affiliate, (ix) One Price shall, immediately before and immediately after giving effect to such transaction or series of transactions, have an Adjusted Net Worth equal to or greater than the Adjusted Net Worth it had immediately prior to such transaction or series of transactions, (x) One Price shall not become obligated with respect to any Indebtedness, nor any of their property become subject to any security interest, mortgage, pledge, lien, charge, or other encumbrance pursuant to such acquisition unless One Price could incur such Indebtedness or create such security interest, mortgage, pledge, lien or charge as permitted in Sections 9.8 and 9.9 hereof, as the case may be, (xi) Lender shall have received, in form and substance reasonably satisfactory to Lender, (A) evidence that Lender has first priority valid and perfected security interests in and liens upon the assets purchased subject to any security interests and liens as permitted in Section 9.8 hereof, (B) all Collateral Access Agreements and other consents, waivers, acknowledgments and other agreements from third persons which Lender may reasonably deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the assets purchased, (C) the agreement of the seller consenting to the collateral assignment by One Price, of all rights and remedies and claims for damages of One Price relating to the Collateral (including, without limitation, any bulk sales indemnification) under the agreements, documents and instruments relating to such acquisition and (D) such other agreements, documents and instruments as Lender may reasonably request in connection therewith, (xii) Lender shall have conducted a field examination with respect to the Person, its assets and its business whose assets are being purchased and in no event shall any Inventory so acquired by One Price pursuant to such acquisition be deemed Eligible Inventory unless the results of such field examination shall be satisfactory to Lender in all respects (and the reporting with respect to such inventory shall have been incorporated into the accounting systems of Borrowers in a manner reasonably satisfactory to Lender), and then only to the extent the criteria for Eligible Inventory set forth herein are satisfied with respect thereto (or as modified by Lender in connection with the Inventory acquired to reflect the results of Lender's field examination, including any separate advance percentage with respect to such Inventory or Availability Reserves as Lender may determined), and upon the reasonable request of Lender, the Inventory acquired by One Price pursuant to such acquisition shall at all times after such acquisition be separately identified and reported to Lender in a manner reasonably satisfactory to Lender, (xiii) in no event shall the total amount of all payments by Borrowers in connection with such acquisitions, together with all amounts paid by Borrowers in respect of mergers under Section 9.7(a)(iii) and purchases of Capital Stock under Section 9.10(j), exceed $10,000,000 in the aggregate at any time, (xiv) in no event shall the total amount of all payments by Borrowers in connection with any one acquisition or series of related acquisitions under this Section 9.10(i) exceed $10,000,000, (xv) as of the date of such acquisition and after giving effect thereto (including the payment of all costs related to such acquisition), the Excess Availability of Borrowers for each of the immediately preceding ninety (90) consecutive days (after giving pro forma effect during such 90 day period to the additions to the amount of loans available to Borrowers as a result of any Eligible Inventory to be acquired by One Price pursuant to such acquisition) shall have been not less than $10,000,000, and as of the date of such acquisition and after giving effect thereto, the Excess Availability shall be not less than $10,000,000 (after giving effect to the additions to the amount of loans available to Borrowers as a result of any Eligible Inventory to be acquired by One Price pursuant to such acquisition), (xvi) not less than fifteen (15) days prior to the date of such acquisition, Lender shall have received, in form and substance reasonably satisfactory to Lender, projected financial statements of One Price for the remaining portion of the then current year and for the succeeding year after giving effect to the acquisition (including forecasted income statements, cash flow statements and balance sheets) prepared on a monthly basis as to the current year and the immediately succeeding year, all in reasonable detail, together with such supporting information as Lender may reasonably request, which projections shall represent One Price's reasonable best estimate of the future financial performance of One Price for the periods set forth therein and shall have been prepared on the basis of the assumptions set forth therein which One Price believe are fair and reasonable in light of current and reasonably foreseeable business conditions (it being understood that such projections do not constitute a warranty as to the future performance of Borrower and that actual results may vary from such projections), (xvii) upon the effective date of the acquisition of such assets by One Price, Lender shall have received a certificate duly executed and delivered by One Price in form and substance reasonably satisfactory to Lender, addressing all of the conditions set forth in this Section 9.10(i) (as modified to refer to the applicable acquisition), together with all schedules thereto, with respect to the acquisition of such assets and the representations and warranties contained therein shall be true and correct in all material respects; and (j) the purchase by One Price of all of the Capital Stock of any Person with its chief executive office and substantially all of its assets in the United States, provided, that, each of the following conditions is satisfied as determined by Lender: (i) Lender shall have received not less than thirty (30) days' prior written notice of the proposed acquisition and such information with respect thereto as Lender may request, including (A) the proposed date of the acquisition, (B) the name, address, jurisdiction of incorporation and federal employer identification number of the person whose Capital Stock is being purchased, (C) a list and description of the assets of the Person whose Capital Stock is being purchased (including the addresses of the locations thereof and whether such locations are owned, leased or operated by a thirty party, and if leased or operated by a third party, the name and address of the lessor or third party), and (D) the total purchase price for the Capital Stock to be purchased (and the terms of payment of such purchase price), (ii) as of the date of such purchase and after giving effect thereto, no Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred and be continuing, (iii) promptly upon Lender's request, One Price shall deliver, or cause to be delivered to Lender, true, correct and complete copies of all agreements, documents and instruments relating to such acquisition, (iv) promptly upon such acquisition, One Price shall cause the Person whose Capital Stock is being purchased to execute and deliver to Lender, in form and substance satisfactory to Lender: (A) an absolute and unconditional guarantee of payment of all of the Obligations, (B) a general security agreement granting to Lender specify a first and only security interest in and lien upon all of the assets and properties of such Person (other than as permitted under Section 9.8 hereof), (C) related UCC financing statements, and (D) such other agreements, documents and instruments as Lender, may reasonably require, (v) promptly upon Lender's request, (A) One Price shall execute and deliver to Lender, in form and substance satisfactory to Lender, a pledge and security agreement granting to Lender a first priority pledge and security interest in all of the issued and outstanding shares of Capital Stock of the Person whose Capital Stock is being purchased and (B) One Price shall deliver the original stock certificates evidencing such shares of Capital Stock, together with stock powers with respect thereto duly executed in blank, (vi) promptly upon Lender's request, One Price shall execute and deliver, or cause to be executed and delivered, to Lender such other agreements, documents and instruments in connection with such acquisition as Lender may reasonably request, including, without limitation, UCC financing statements, Collateral Access Agreements and any amendments or supplements hereto, (vii) the assets and properties of the Person whose Capital Stock is being acquired by One Price shall be substantially consistent with, and related to, the business of One Price as currently conducted as of the date hereof, (viii) the assets of the Person whose Capital Stock is being acquired by One Price (and the Capital Stock) shall be free and clear of any security interest, mortgage, pledge, lien, charge, or other encumbrance and Lender shall have received evidence satisfactory to it of the same (other than security interests and liens permitted under Section 9.8 hereof), (ix) the acquisition by One Price of such Capital Stock shall not violate any law or regulation or any order or decree of any court or Governmental Authority in any respect and shall not and will not conflict with or result in the breach of, or constitute a default in any respect under, any agreement, document or instrument to which One Price is a party or may be bound, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property of One Price (other than as permitted under Section 9.8 hereof) or any Affiliate or violate any provision of the Certificate of Incorporation or By-Laws of One Price; (x) such purchase shall be on commercially reasonable prices and terms and in a bona fide arms' length transaction with a person other than an Affiliate, (xi) One Price shall, immediately before and immediately after giving effect to such transaction or series of transactions, have an Adjusted Net Worth equal to or greater than the Adjusted Net Worth it had immediately prior to such transaction or series of transactions, (xii) One Price shall not become obligated with respect to any Indebtedness, nor any of their property become subject to any security interest, mortgage, pledge, lien, charge, or other encumbrance pursuant to such acquisition unless One Price could incur such Indebtedness or create such security interest, mortgage, pledge, lien, charge, or other encumbrance hereunder or under the other Financing Agreements, (xiii) Lender shall have received, in form and substance reasonably satisfactory to Lender, (A) evidence that Lender has first priority valid and perfected security interests in and liens upon the assets of the Person whose Capital Stock is being acquired subject to any security interests and liens as permitted in Section 9.8 hereof, (B) all Collateral Access Agreements and other consents, waivers, acknowledgments and other agreements from third persons which Lender may reasonably deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the assets of the Person whose Capital Stock is being acquired, (C) the agreement of the seller consenting to the collateral assignment by such Subsidiary of all rights and remedies and claims for damages of such Subsidiary relating to the Collateral (including, without limitation, any bulk sales indemnification) under the agreements, documents and instruments relating to such acquisition and (D) such other agreements, documents and instruments as Lender may reasonably request in connection therewith, (xiv) in no event shall the total amount of all payments by One Price in connection with such acquisitions, together with all amounts paid by One Price in respect of mergers under Section 9.7(a)(iii) or purchases of assets of any Person under Section 9.10(i), exceed $10,000,000, (xv) in no event shall the total amount of all payments by One Price in connection with any one acquisition or series of related acquisitions under this Section 9.10(j) exceed $10,000,000, (xvi) as of the date of such acquisition and after giving effect thereto (including the payment of all costs related to such acquisition), the Excess Availability of Borrowers for each of the immediately preceding ninety (90) consecutive days shall have been not less than $10,000,000, (xvii) as of the date of such acquisition and after giving effect thereto (including the payment of all costs related to such acquisition), the Excess Availability of Borrowers shall be not less than $10,000,000, (xviii) not less than fifteen (15) days prior to the date of such acquisition, Lender shall have received, in form and substance satisfactory to Lender, projected financial statements of One Price for the remaining portion of the then current year and for the succeeding year after giving effect to the acquisition (including forecasted income statements, cash flow statements and balance sheets) prepared on a monthly basis as to the current year and the immediately succeeding year, all in reasonable detail, together with such supporting information as Lender may reasonably request, which projections shall represent One Price's reasonable best estimate of the future financial performance of One Price for the periods set forth therein and shall have been prepared on the basis of the assumptions set forth therein which Borrower believe are fair and reasonable in light of current and reasonably foreseeable business conditions (it being understood that such projections do not constitute a warranty as to the future performance of Borrower and that actual results may vary from such projections), (xix) upon the effective date of the acquisition of such Capital Stock by One Price, Lender shall have received a certificate duly executed and delivered by Borrower in form and substance reasonably satisfactory to Lender, addressing all of the conditions set forth in this Section 9.10(j) (as modified to refer to the applicable acquisition), together with all schedules thereto, with respect to the acquisition of such assets and the representations and warranties contained therein shall be true and correct in all material respects." 7. Dividends and Redemptions. Section 9.11 of the Loan Agreement is hereby amended to included the following at the end of such Section: "except, that, One Price may repurchase its Capital Stock consisting of common stock, provided, that, as to any such repurchase, each of the following conditions is satisfied: (a) as of the date of the payment for such repurchase and after giving effect thereto, no Event of Default or any act, condition or event which, with notice or passage of time or both, would constitute an Event of Default, shall exist or have occurred and be continuing, (b) such repurchase shall be paid with funds legally available therefor, (c) such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which such Borrower is a party or by which such Borrower or its property is bound, (d) as of the date of any such payment for such repurchase and after giving effect thereto, the Excess Availability shall be not less than $10,000,000, and (e) the aggregate amount of all payments for such repurchases during the term of this Agreement shall not exceed $5,000,000." 8. Term. (a) The first sentence of Section 12.1(a) of the Loan Agreement is hereby deleted in its entirety and the following substituted therefor: "(a) This Agreement and the other Financing Agreements shall become effective as of the date set forth on the first page hereof and shall continue in full force and effect for a term ending on July 31, 2003 (the "Renewal Date"), and from year to year thereafter, unless sooner terminated pursuant to the terms hereof." (b) Clause (iii) of the first sentence of Section 12.1(c) of the Loan Agreement (as previously amended) is hereby deleted in its entirety and the following substituted therefor: "(iii) .125% of the April 1, 2000 to but not Inventory Loan including July 31, 2003." 9. Carolina First Bank. (a) Lender hereby consents to an extension of the term of the Carolina Bank Documents to July 31, 2003. (b) Lender's consent pursuant to Section 10(a), shall, however, be conditioned upon Lender's receipt, in form and substance satisfactory to Lender, of the written agreements between One Price and Carolina Bank setting forth the foregoing modification, together with, if required by Lender, a written confirmation by Carolina Bank of the continued effectiveness of the Intercreditor Agreement, dated May 16, 1997, between Lender and Carolina Bank, in form and substance satisfactory to Lender and accompanied by the written agreement and acknowledgment of One Price. 10. Amendment Fee. In consideration of the Agreement set forth herein, Borrower shall on the date hereof, pay to Lender, and Lender may, at its option, charge the account of Borrowers maintained by Lender, a fee in the amount of $25,000, which fee is fully earned and payable as of the date hereof and shall constitute part of the Obligations. 11. Conditions Precedent. The effectiveness of the amendments set forth herein are further conditioned upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Lender: (a) No Event of Default, or act, condition or event which with notice or passage of time or both would constitute an Event of Default shall exist or have occurred; (b) Lender shall have received the fee referred to in Section 5 hereof; (c) Lender shall have received the confirmation of Carolina Bank and One Price referred to in Section 10(b) hereof; and (d) Lender shall have received an original of this Amendment, duly authorized, executed and delivered by Borrowers and One Price VI. 12. Miscellaneous. (a) Entire Agreement; Ratification and Confirmation of the Financing Agreements. This Amendment contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous term sheets, proposals, discussions, negotiations, correspondence, commitments and communications between or among the parties concerning the subject matter hereof. This Amendment may not be modified or any provision waived, except in writing signed by the party against whom such modification or waiver is sought to be enforced. Except for those provisions specifically modified or waived pursuant hereto, subject, nevertheless to the periods of effectiveness of the temporary waiver and temporary amendment set forth, respectively, in Sections 1 and 2 hereof, the Financing Agreements are hereby ratified, restated and confirmed by the parties hereto as of the effective date hereof. To the extent of conflict between the terms of this Amendment and the Financing Agreements, the terms of this Amendment shall control. (b) Governing Law. This Amendment and the rights and obligations hereunder of each of the parties hereto shall be governed by and interpreted and determined in accordance with the internal laws of the State of Georgia, without regard to principles of conflicts of law. (c) Binding Effect. This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. (d) Counterparts. This Amendment may be executed in any number of counterparts, but all of such counterparts shall together constitute but one and the same agreement. In making proof of this Amendment it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto. By the signature hereto of each of their duly authorized officers, all of the parties hereto mutually covenant and agree as set forth herein. Very truly yours, CONGRESS FINANCIAL CORPORATION (SOUTHERN) By: /s/ Morris P. Holloway ------------------------ Morris P. Holloway Title: Senior Vice President ------------------------- AGREED AND ACCEPTED: ONE PRICE CLOTHING STORES, INC. By: /s/ C. Burt Duren -------------------- C. Burt Duren Title: Vice President & Treasurer -------------------------- ONE PRICE CLOTHING OF PUERTO RICO, INC. By: /s/ C. Burt Duren -------------------- C. Burt Duren Title: Vice President & Treasurer -------------------------- CONSENTED TO AND AGREED: ONE PRICE CLOTHING - U.S. VIRGIN ISLANDS, INC. By: /s/ C. Burt Duren -------------------- C. Burt Duren Title: Vice President & Treasurer -------------------------- EX-10.B 3 0003.txt AMENDMENT NUMBER 6 TO CAROLINA FIRST AGREEMENT EXHIBIT 10(b) Amendment Number Six to the Continuing Commercial Credit Agreement by and between Carolina First Bank as Lender and the Registrant, One Price Clothing of Puerto Rico, Inc. and One Price Clothing - U.S. Virgin Islands, Inc. as Borrowers dated June 30, 2000. AMENDMENT NUMBER 6 TO CONTINUING COMMERCIAL CREDIT AGREEMENT June 30, 2000 One Price Clothing Stores, Inc. 1875 East Main Street Duncan, South Carolina 29334 One Price Clothing of Puerto Rico, Inc. 1875 East Main Street Duncan, South Carolina 29334 One Price Clothing - U.S. Virgin Islands, Inc. 1875 East Main Street Duncan, South Carolina 29334 Gentlemen: Carolina First Bank ("Bank"), One Price Clothing Stores, Inc. ("One Price"), One Price Clothing of Puerto Rico, Inc. ("One Price, P.R."), and One Price Clothing - U.S. Virgin Islands, Inc. ("One Price V.I.", and together with One Price and One Price, P.R., individually referred to as a "Borrower" and collectively as "Borrowers") have entered into certain financing arrangements pursuant to the Continuing Commercial Credit Agreement, dated May 16, 1997, between Bank and Borrowers, as amended by Amendment Number 1, dated March 20, 1998, Amendment Number 2, dated April 21, 1998, Amendment Number 3, dated November 5, 1998, Amendment Number 4, dated March 31, 1999, and Amendment Number 5, dated February 23, 2000 (the "Credit Agreement"). All capitalized terms used herein and not herein defined shall have the meanings given to them in the Credit Agreement. Borrowers have requested that Bank extend the Term of the Credit Agreement through June 30, 2001, and Bank is willing to agree to this Amendment, subject to the terms and conditions set forth herein. In consideration of the foregoing, the mutual agreements and covenants contained herein and other good and valuable consideration, the parties hereto agree as follows: 1. Section 4.2 of the Credit Agreement is hereby amended by deleting the date "February 1, 1997" appearing therein, and substituting therefor, the date "January 29, 2000. 2. Section 7.7 of the Credit Agreement is hereby amended by deleting the date "February 1, 1997" appearing therein, and substituting therefor, the date "January 29, 2000". 3. Section 11.1(a) of the Credit Agreement is hereby amended by deleting the ending date of the Term of the Credit Agreement of "June 30, 1998 appearing therein (as previously amended by Amendment Number 2 and Amendment Number 4), and substituting therefore, the date June 30, 2001". 4. This Amendment Number 6 replaces paragraph 3 of Amendment Number 4, dated March 31, 1999. 5. Miscellaneous. a. This Amendment contains the entire agreement of the parties with respect to the specific subject matter hereof and supersedes all prior or contemporaneous term sheets, proposals, discussions, negotiations, correspondence, commitments, and communications between or among the parties concerning the subject matter hereof. This Amendment may not be modified or any provision waived, except in writing, signed by the party against whom such modification or waiver is sought to be enforced. Except as specifically modified herein, and as specifically modified in Amendment Number 1, Amendment Number 2, Amendment Number 4, and Amendment Number 5, the Credit Agreement is hereby ratified, restated, and confirmed by the parties hereto as of the effective date hereof. To the extent of a conflict between the terms of this Amendment Number 6, on the one hand, and the Credit Agreement and the prior amendments, on the other hand, the terms of this Amendment Number 6 shall control. b. Governing Law. ------------- This Amendment and the rights and the obligations hereunder of each of the parties hereto shall be governed by and interpreted and determined in accordance with the internal laws of the state of South Carolina, with regard to principals of conflicts of law. c. Binding Effect. -------------- This Amendment shall be binding and enure to the benefit to each of the parties hereto and their respective successors and assigns. d. Counterparts. ------------ This Amendment may be executed in any number of counterparts, but all of such counterparts shall together constitute but one in the same agreement. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto. By the signature hereto of each of their duly authorized officers, all of the parties hereto mutually covenant and agree as set forth herein. Yours very truly, Carolina First Bank By: /s/ James M. Eanes -------------------- James M. Eanes Title: Vice President AGREED AND ACCEPTED: One Price Clothing Stores, Inc. By: /s/ C. Burt Duren -------------------------- C. Burt Duren Title: Vice President & Treasurer One Price Clothing of Puerto Rico, Inc. By: /s/ C. Burt Duren -------------------------- C. Burt Duren Title: Vice President & Treasurer One Price Clothing - U.S. Virgin Islands, Inc. By: /s/ C. Burt Duren -------------------------- C. Burt Duren Title: Vice President & Treasurer EX-15 4 0004.txt ACKNOWLEDGEMENT OF INDEPENDENT ACCOUNTANTS ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES EXHIBIT 15 - ACKNOWLEDGEMENT OF DELOITTE & TOUCHE LLP, INDEPENDENT ACCOUNTANTS One Price Clothing Stores, Inc. and Subsidiaries Duncan, South Carolina We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim condensed consolidated financial information of One Price Clothing Stores, Inc. and subsidiaries for the three-month and six-month periods ended July 29, 2000 and July 31, 1999, as indicated in our report dated August 14, 2000; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended July 29, 2000, is incorporated by reference in Registration Statements No. 33-20529, 33-31623, 33-48091, and 33-61803 on Form S-8 pertaining to the 1987 Stock Option Plan, the 1988 Stock Option Plan and 1991 Stock Option Plan, and the Director Stock Option Plan, respectively, of One Price Clothing Stores, Inc. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. DELOITTE & TOUCHE LLP Greenville, South Carolina September 12, 2000 EX-27 5 0005.txt FINANCIAL DATA SCHEDULE
5 1,000 6-MOS FEB-03-2001 JUL-29-2000 2780 0 2223 0 54149 66016 67602 31597 108628 47892 0 0 0 105 49271 108628 191051 191051 121011 121011 18609 0 1124 7643 2918 4725 0 0 0 4725 0.45 0.45
-----END PRIVACY-ENHANCED MESSAGE-----