-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SbLFyB75ZcPKR3yFw/LK3yWjTJetkeSTFMSwYj4lBNc/4thCcldBTmxSkfRlzAYO eF8A6PJFrgfqbm7igY3gqg== 0000896463-95-000111.txt : 19950804 0000896463-95-000111.hdr.sgml : 19950804 ACCESSION NUMBER: 0000896463-95-000111 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950624 FILED AS OF DATE: 19950803 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARRY R G CORP /OH/ CENTRAL INDEX KEY: 0000749872 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 314362899 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08769 FILM NUMBER: 95558702 BUSINESS ADDRESS: STREET 1: 13405 YARMOUTH RD NW CITY: PICKERINGTON STATE: OH ZIP: 43147 BUSINESS PHONE: 6148646400 MAIL ADDRESS: STREET 2: 13405 YARMOUTH RD NW CITY: PICKERINGTON STATE: OH ZIP: 43147 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark one) ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 24, 1995 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 1-8769 R. G. BARRY CORPORATION (Exact name of registrant as specified in its charter) Ohio 31-4362899 (State or other jurisdiction of (IRS Employer Identification incorporation or organization) Number) 13405 Yarmouth Road, NW, Pickerington, Ohio 43147 (Address of principal executive offices) (Zip Code) 614-864-6400 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name, former address, and former fiscal year, if changed since last report) 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 Common Shares, $1 Par Value, Outstanding as of June 24, 1995 - 5,533,813 Index to Exhibits at page 12 PART I FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS R. G. BARRY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 24, 1995 Dec. 31, 1994 ASSETS: Cash. . . . . . . . . . . . $ 947,000 2,360,000 Accounts receivable, less allowances . 9,178,000 23,412,000 Inventory (note 2) . . . . . . . 44,669,000 26,062,000 Deferred federal income taxes (note 3) 2,635,000 2,635,000 Recoverable income taxes . . . . . 2,532,000 - Prepaid expenses and other assets . . 1,829,000 1,930,000 Total current assets . . . . 61,790,000 56,399,000 Property, plant and equipment, at cost 36,526,000 35,663,000 Less accumulated depreciation and amortization. . . . . . . 22,195,000 21,878,000 Net property, plant and equipment 14,331,000 13,785,000 Goodwill . . . . . . . . . . 4,519,000 4,578,000 Other assets . . . . . . . . . 2,198,000 2,199,000 $ 82,838,000 76,961,000 LIABILITIES & SHAREHOLDERS' EQUITY: Current installments of long-term debt and capital lease obligations. . . 885,000 677,000 Short-term notes payable . . . . . 19,000,000 2,000,000 Accounts payable. . . . . . . . 6,394,000 8,174,000 Accrued expenses. . . . . . . . 2,253,000 6,481,000 Total current liabilities. . . 28,532,000 17,332,000 Accrued supplemental retirement plan . 2,258,000 2,130,000 Long-term debt and capital lease obligations, excluding current installments: Notes payable (note 5) . . . . . 15,000,000 15,000,000 Subordinated sinking fund debentures - 700,000 Capital lease obligations . . . . 670,000 745,000 Long-term debt and capital lease obligations . . . . . . . 15,670,000 16,445,000 Total liabilities . . . . . 46,460,000 35,907,000 Shareholders' equity: Preferred shares, $1 par value. Authorized 4,000,000 Class A, 500,000 Class B and 500,000 Series I Junior Participating Class B shares, none issued . . . . . . . . - - Common shares, $1 par value. Authorized 7,500,000 shares (excluding treasury shares). . . 5,534,000 5,543,000 Additional capital in excess of par value. . . . . . . . . 16,586,000 16,770,000 Retained earnings. . . . . . . 14,258,000 18,741,000 Net shareholders' equity . . . 36,378,000 41,054,000 $ 82,838,000 76,961,000 R. G. BARRY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Thirteen Weeks Ended Twenty-Five Weeks Ended June 24, June 25, June 24, June 25, 1995 1994 1995 1994 Net sales. . . . $10,806,000 9,406,000 25,785,000 22,862,000 Cost of sales . . 4,734,000 4,949,000 12,345,000 12,587,000 Gross profit . . 6,072,000 4,457,000 13,440,000 10,275,000 Selling, general & admin. expense . 9,530,000 7,510,000 19,694,000 14,807,000 Operating loss . ( 3,458,000) ( 3,053,000) ( 6,254,000) ( 4,532,000) Royalty income . . 44,000 100,000 44,000 200,000 Interest expense . ( 669,000) ( 290,000) ( 1,156,000) ( 447,000) Interest income. . 13,000 27,000 16,000 57,000 Net interest expense . . . ( 656,000) ( 263,000) ( 1,140,000) ( 390,000) Loss before income tax benefit . . ( 4,070,000) ( 3,216,000) ( 7,350,000) ( 4,722,000) Income tax benefit (note 3) . . . ( 1,591,000) ( 1,206,000) ( 2,867,000) ( 1,770,000) Net loss . . . $( 2,479,000) ( 2,010,000) ( 4,483,000) ( 2,952,000) Net loss per common share (note 4) . $ (0.45) (0.40) (0.81) (0.58) Average number of shares outstanding 5,530,000 5,098,000 5,533,000 5,097,000 R. G. BARRY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Twenty-Five Weeks Ended June 24, 1995 June 25, 1994 Cash flows from operating activities: Net loss . . . . . . . . . . $( 4,483,000) ( 2,952,000) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization of property, plant, and equipment. . 707,000 642,000 Amortization of goodwill . . . . 59,000 Amortization of deferred compensation - 84,000 Net (increase) decrease in: Accounts receivable, net. . . . 14,234,000 7,244,000 Inventory. . . . . . . . . (18,607,000) (12,572,000) Prepaid expenses and other current assets . . . . . . 101,000 ( 852,000) Refundable income taxes . . . . ( 2,532,000) ( 1,770,000) Other assets. . . . . . . . 1,000 ( 122,000) Net increase (decrease) in: Accounts payable . . . . . . ( 1,780,000) 1,496,000 Accrued expenses . . . . . . ( 4,228,000) ( 3,530,000) Accrued supplemental retirement and other liabilities . . . . 128,000 ( 187,000) Net cash used in operating activities . . . . . . . (16,400,000) (12,145,000) Cash flows from investing activities: Additions of property, plant and equipment, net . . . . . . ( 1,253,000) ( 857,000) Cash flows from financing activities: Proceeds from short-term notes . . . 17,000,000 14,000,000 Acquisition of treasury shares ( 240,000) ( 517,000) Proceeds from stock options exercised 47,000 165,000 Repayment of long-term debt and capital lease obligations. . . ( 567,000) ( 558,000) Net cash provided by financing activities. . . . 16,240,000 13,090,000 Net increase (decrease) in cash . . . ( 1,413,000) 88,000 Cash at beginning of the period . . . 2,360,000 1,483,000 Cash at end of the period . . . . . $ 947,000 1,571,000 Supplemental cash flow disclosures: Interest paid. . . . . . . . . $ 1,138,000 494,000 Taxes paid. . . . . . . . . . $ 2,633,000 1,771,000 R. G. BARRY CORPORATION AND SUBSIDIARIES Notes to Financial Statements Under Item 1 of Part I of Form 10-Q for the Periods Ended June 24, 1995 and June 25, 1994 1. These interim financial statements are unaudited. All adjustments (consisting solely of normal recurring adjustments) have been made, which in the opinion of management, are necessary to fairly present the results of operations for the periods. 2. A substantial portion of inventory is valued using the dollar value LIFO method and, therefore, it is impractical to separate inventory value between raw materials, work-in-process and finished goods. 3. Income tax expense (benefit) for the periods ended June 24, 1995 and June 25, 1994, consists of: 1995 1994 Current: U. S. Federal (benefit) ($2,310,000) ($1,520,000) State and Local ( 557,000) ( 250,000) Total ($2,867,000) ($1,770,000) The income tax benefit reflects a combined federal, foreign, state and local effective rate of 39.0% for the first half of 1995 and 37.5% for the same period of 1994, as compared to the statutory U. S. federal rate of 34.0% in both years. Income tax for the periods ended June 24, 1995 and June 25, 1994 differed from the amounts computed by applying the U. S. federal income tax rate of 34.0% to pretax income as a result of the following: 1995 1994 Computed "expected" tax expense: U. S. Federal (benefit) ($2,499,000) ($1,605,000) State and Local (benefit) net of Federal income tax benefit ( 368,000) ( 165,000) Total ($2,867,000) ($1,770,000) 4. Net loss per common share has been computed based on the average number of common shares outstanding during each period. Period ending and average shares outstanding for prior periods have been retroactively restated to give effect to the four-for-three share split, distributed in the form of a share dividend on June 22, 1994, to shareholders of record on June 1, 1994. R. G. BARRY CORPORATION AND SUBSIDIARIES Notes to Financial Statements, continued 5. In 1994, the Company and several of its officers and directors were named as defendants in three purported class actions filed in the United States District Court for the Southern District of Ohio, Eastern Division. The Complaints generally alleged that the Company made several false and misleading statements in violation of certain provisions of federal securities laws. One complaint also alleged claims arising under state law. The plaintiffs filed an Amended and Consolidated Class Action Complaint in May, 1995. The Amended and Consolidated Complaint is generally identical in substance to the original Complaints. On July 11, 1995, the Company and the individual defendants filed with the District Court a Motion to Dismiss the Amended and Consolidated Complaint. The Company believes that this action is without merit and that it has meritorious defenses. The Company intends to defend itself vigorously against this litigation. Management does not expect the resolution of this matter to have a material adverse effect on the Company's financial position or results of operations. R. G. BARRY CORPORATION AND SUBSIDIARIES ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources At the end of the second quarter of 1995, the Company had $33.3 million in net working capital. At the end of the second quarter of 1994, the Company had $23.9 million in net working capital, and at the end of the 1994 fiscal year, $39.1 million. The increase in working capital from the second quarter of 1994 to the second quarter of 1995, is largely due to the additional long-term debt that the Company borrowed in July 1994. The decline in net working capital from year end 1994 to the end of the second quarter of 1995, is mainly due to the first half loss, capital expenditures during the first half of 1995, routine repayment of long- term debt, and the acquisition of treasury shares. At the end of the second quarter of 1995, the Company had $0.9 million in cash, $9.2 million in accounts receivable and $44.7 million in inventory. This compares with $1.6 million in cash, $9.8 million in accounts receivable and $30.3 million in inventory at the end of the same quarter of 1994. The primary element of working capital that changed is inventory. At the end of 1994, the Company expressed the belief that it had some amount of excess inventory on hand and that it planned to systematically reduce the amount of excess inventory throughout 1995. Inventory at the end of the second quarter of 1995 was $14.3 million greater than at the end of the second quarter of 1994. This increase in inventory reflects: a) the excess inventory that the Company had on hand at year end 1994, that is expected to be utilized in the balance of 1995, b) added inventory needed to support anticipated increases in net sales during the third and fourth quarters of 1995, and c) inventories of Vesture Corporation, which the Company acquired in July 1994, after the end of the second quarter in 1994. At fiscal year end 1994, the Company had $2.4 million in cash, $23.4 million in accounts receivable and $26.1 million in inventory. From the end of the year to the end of the current quarter, accounts receivable have decreased by $14.2 million, as the Company collected account balances that were due at year end. The increase in inventory, from year end, is a normal increase, as the Company builds inventory to support anticipated sales later in the year. The Company has in place a Revolving Credit Agreement ("Revolver"), with its two main lending banks, to provide the Company additional capital to meet its seasonal working capital needs. The Revolver provides the Company with a seasonally adjusted available line of credit ranging from $5.5 million as of December 31st, to a peak of $38.0 million from July through November. The Revolver has been modified several times in the past few years in order to meet the Company's needs. The Revolver was recently extended through September 1995. The Company has held discussions with its banks, and based upon those discussions, is confident of obtaining an extension of the Revolver in order to permit the Company to meet its anticipated seasonal funding needs over a longer period. The Company is in compliance with all covenants of its long-term debt agreements. At the end of the second quarter of 1995, the Company had borrowed $19.0 million under the Revolver, all of which has been classified as short- term debt in the accompanying consolidated financial statements. At the end of the same quarter of 1994, the Company had borrowed $19.5 million, of which $14.0 million was classified as short-term debt and $5.5 million was classified as long-term debt. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued Results of Operations During the second quarter of 1995, the Company had net sales of $10.8 million, compared with $9.4 million during the same quarter of 1994, a 14.9% increase. For the first half of 1995 net sales amounted to $25.8 million, a 12.8% increase over net sales of $22.9 during the first half of 1994. Substantially all the increase in net sales during the periods is from the Company's comfort footwear. There were no significant price increases during the periods. Gross profit in the second quarter of 1995, increased to $6.1 million, from $4.5 million in 1994. Gross profit as a percent of net sales also increased during the quarter, to 56.2 percent from 47.4 percent in 1994. For the first half of 1995, gross profit increased to $13.4 million from $10.3 million last year. Gross profit as a percent of net sales for the first half, also increased to 52.1% from 44.9% last year. Improved manufacturing efficiencies from last year to this year, plus the reduction in value of the Mexican peso from last year, and changes in the mix of products sold from last year to this, have all helped reduce costs and/or increase gross profit. Selling, general and administrative expenses during the second quarter and the first half increased by a sizable amount from 1994 to 1995. For the second quarter these expenses increased from $7.5 million to $9.5 million, and for the first half these expenses increased from $14.8 million to $19.7 million. As noted in the Company's first quarter 10-Q, during the second half of 1994, the Company increased the fixed portion of its selling, general and administrative expense in the area of marketing and product support, in preparation for an anticipated increase in future net sales. Many of these expenses are incurred throughout the year, rather than at the time of sale. Since these additional expenses were first incurred during the latter half of 1994, there were no similar expenses during the first half of 1994 to compare with during the first half of 1995. In addition, the first half of 1995 includes the expenses of Vesture Corporation, which the Company acquired in July 1994; there were none of Vesture's expenses recognized during the first half of 1994 prior to its acquisition. The Company has negotiated a new agreement to receive royalties on a tradename formerly used by the Company during the 1970's and 1980's. This royalty agreement commences during the second quarter of 1995 and continues for five years with certain renew rights granted to the licensee. The Company does not expect the royalty agreement, which contains annual minimum payments beginning at $150 thousand per year, to have a material impact on its results of operations. Interest on the additional long-term debt that the Company borrowed in July 1994, is the primary reason for the increase in net interest expense during the first half of 1995. In addition, interest rates incurred on short-term borrowings during 1995 have averaged about 1.5 percent higher in 1995 than in 1994. For the second quarter of 1995, the Company incurred a net loss of $2.5 million after taxes, or $0.45 per share, compared with a net loss in the same quarter of last year of $2.0 million, or $0.40 per share. For the first six months of 1995, the Company incurred a net loss of $4.5 million, or $0.81 per share, compared with a net loss of $3.0 million, or $0.58 per share for the first six months of 1994. PART II OTHER INFORMATION Item 1. Legal Proceedings. The Company previously reported that the Company and certain of its officers and directors were named as a defendants in three related putative class action lawsuits styled as Gerber, et al. v. R. G. Barry Corporation, et al., Case No. C2-94-1190 (filed December 8, 1994), Culveyhouse v. R. G. Barry Corporation, et al., Case No. C2-94-1250 (filed December 27, 1994), and Knopf, et al. v. R. G. Barry Corporation, et al., Case No. C2-95-50 (filed January 17, 1995), in the United States District Court for the Southern District of Ohio. On April 24, 1995, the United States District Court for the Southern District of Ohio consolidated these three class actions into a single case. The Plaintiffs filed an Amended and Consolidated Class Action Complaint in May, 1995. The Amended and Consolidated Complaint, which is generally identical in substance to the three original complaints, alleges that the defendants violated federal securities laws by making false and misleading statements, engaged in common law fraud and deceit by making material misstatements and violated state law by making negligent misrepresentations. Plaintiffs seek damages in an unspecified amount. On July 11, 1995, the Company and the other defendants filed a Motion to Dismiss the Amended and Consolidated Complaint. The Court has not ruled on the Motion. Item 2. Changes in Securities. (a), (b) Not Applicable. Item 3. Defaults Upon Senior Securities. (a), (b) Not Applicable. Item 4. Submission of Matters to a Vote of Security Holders. (a) The Annual Meeting of Shareholders of the Company (the "Annual Meeting") was held on May 10, 1995. At the close of business on the record date [March 15, 1995] 5,544,847 common shares were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting 5,041,199 or 90.9% of the outstanding common shares entitled to vote were represented in person or by proxy. (b) Directors elected at the Annual Meeting: Philip G. Barach For: 5,007,467 Withheld: 33,732 Broker non-vote: -0- Richard L. Burrell For: 5,004,074 Withheld: 37,125 Broker non-vote: -0- Edward M. Stan For: 5,003,427 Withheld: 37,772 Broker non-vote: -0- PART II OTHER INFORMATION, continued Item 4. (b) continued. Directors whose term of office continued after the Annual Meeting: Leopold Abraham II Gordon Zacks Harvey M. Krueger Christian Galvis William Giovanello Charles E. Ostrander (c) See Item 4(b) for the voting results for directors. Proposal to increase the authorized number of common shares of the Company from 7,500,000 to 15,000,000 common shares: For: 4,850,006 Abstain: 52,793 Against: 138,400 Broker non-vote: -0- Ratify the selection of KPMG Peat Marwick as independent accountants for the Company for 1995: For: 5,009,497 Abstain: 16,790 Against: 14,912 Broker non-vote: -0- (d) Not Applicable. Item 5. Other Information. - No response required. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: See Index to Exhibits at page 12. (b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarter ended June 24, 1995. 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. R. G. BARRY CORPORATION Registrant August 2, 1995 /s/ Richard L. Burrell Date Richard L. Burrell Senior Vice President-Finance (Principal Financial Officer) (Duly Authorized Officer) R. G. BARRY CORPORATION INDEX TO EXHIBITS Exhibit Page Number Description Number 4 (a) Ninth Amendment to Revolving 13 Credit Agreement, dated as of June 12, 1995, by and among Registrant, The Bank of New York, and The Huntington National Bank 27 Financial Data Schedule 16 EX-4 2 EXHIBIT 4 (a) NINTH AMENDMENT TO REVOLVING CREDIT AGREEMENT This NINTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND NOTE AMENDMENT AGREEMENT (the "Ninth Amendment") is made and entered into as of this 12th day of June 1995, by and among R. G. Barry Corporation, an Ohio corporation (hereinafter call the "Borrower"), The Bank of New York, a New York trust company, and The Huntington National Bank, a national banking association of Columbus, Ohio (hereinafter collectively called the "Banks" and individually a "Bank"). RECITALS A. The Borrower and the Banks entered into a Revolving Credit Agreement dated as of June 30, 1991, as amended by a First Amendment to Revolving Credit Agreement dated as of October 16, 1991, a Second Amendment to Revolving Credit Agreement dated as of December 11, 1991, a Third Amendment to Revolving Credit Agreement dated as of February 21, 1992, a Fourth Amendment to Revolving Credit Agreement dated as of March 20, 1992, a Fifth Amendment to Revolving Credit Agreement dated as of June 3, 1992, a Sixth Amendment to Revolving Credit Agreement dated as of June 8, 1993, a Seventh Amendment to Revolving Credit Agreement dated as of December 20, 1993, and an Eighth Amendment to Revolving Credit Agreement dated as of February 14, 1994 (all of the foregoing hereinafter collectively referred to as the "Credit Agreement"). B. Pursuant to the Credit Agreement, the Borrower executed and delivered to the Banks certain other loan documents, letters, certificates, notes, agreements and instruments in connection with the indebtedness referred to in the Credit Agreement, including but not limited to, a Revolving Credit Note dated June 30, 1991, in favor of the Huntington National Bank in the original principal amount of $19,000,000 (the "HNB Note"), and a Revolving Credit Note dated June 30, 1991, in favor of The Bank of New York in the original principal amount of $19,000,000 (the "BNY Note") (all of the forgoing hereinafter collectively referred to as the "Loan Documents"). C. The Borrower and the Banks now desire to amend and modify certain terms of the Credit Agreement, the HNB Note and the BNY Note, as set forth in this Ninth Amendment. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Banks for themselves and their respective successors and assigns, do hereby agree as follows: 1. Section 2 (i) of the Credit Agreement is hereby amended by deleting June 30, 1995, as the date beyond which no Interest Period may extend, and substituting therefor the date September 30, 1995. 2. Section 3 (c) of the Credit Agreement is hereby amended by deleting June 30, 1995, as the date through which the Commitment Fee shall accrue and substituting therefor the date September 30, 1995. 3. Section 3 (f) of the Credit Agreement is hereby amended by deleting June 30, 1995, as the date prior to which the Borrower has the right to terminate the Agreement or reduce the Commitment, all as provided in such Section 3 (f), and substituting therefor the date September 30, 1995. 4. The HNB Note and the BNY Note are hereby amended by deleting June 30, 1995, at the end of the third paragraph, as the date upon which all principal and interest on such HNB Note or BNY Note shall be due and payable, and substituting therefor the date September 30, 1995. 5. The Borrower hereby represents and warrants to the Banks that no set of facts or circumstances exists which, by themselves, upon the giving of notice, the lapse of time, or any one or more of the foregoing would constitute an "Event of Default," as defined by the Credit Agreement, nor will any such set of facts or circumstances exist immediately after the execution and delivery of the Ninth Amendment by the performance or observance of any provision hereof or thereof. 6. Each reference to the Credit Agreement, whether by use of the phase "Revolving Credit Agreement," "Credit Agreement," "Agreement," the prefix "herein" or any other term, and whether contained in the Credit Agreement itself, in this Ninth Amendment and any document executed concurrently herewith or in any loan documents executed hereafter, shall be construed as a reference to the Credit Agreement as amended by this Ninth Amendment. 7. Except as modified herein, the Credit Agreement, the Loan Documents and all other agreements as to payment or guarantee of payment in connection therewith shall remain as written originally and in full force and effect in all respects, and nothing herein shall affect, modify, limit or impair any of the rights and powers which the banks may have thereunder. 8. The Borrower agrees to perform and observe all the covenants, agreements, stipulations and conditions to be performed on its part under the Credit Agreement, the other Loan Documents and all other related agreements, as amended hereby. 9. The Borrower hereby represents and warrants to the Banks that (a) the Borrower has legal power and authority to execute and deliver this Ninth Amendment and the related notes; (b) the officer executing this Ninth Amendment and the related notes on behalf of the Borrower has been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions provided for herein and therein; (c) the execution and deliver hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof and of the provision of the related notes do not violate or conflict with the articles of incorporation, regulations or by-laws of the Borrower or any law, regulation or judgment applicable to the Borrower or result in the breach of any provision of or constitute a default under any agreement, instrument or document binding upon or enforceable against the Borrower; (d) all consents, approvals or authorizations, if any, required on the part of the Borrower from any of its creditors or from any governmental authority in connection with the execution and delivery of this Ninth Amendment and the related notes have been duly obtained; and (e) this Ninth Amendment constitutes a valid and legally binding obligation upon the Borrower in every respect and is enforceable in accordance with its terms. 10. The Borrower represents and warrants to the Banks that on and as of the date hereof each of the representations and warranties set forth in Section 1 of the Credit Agreement is true and correct. For purposes of the warranties and representations made in Sections 1(c), 1(d), 1(e), 1(f) and 1(h) of the Credit Agreement, the financial statements referred to shall be the interim unaudited financial statements for the twelve (12) week period ended March 25, 1995. 11. This Ninth Agreement may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Ninth Amendment. 12. The capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. 13. This Ninth Amendment shall become effective only upon its execution by all parties hereto. 14. This Ninth Amendment shall be binding upon and inure to the benefit of the Borrower and the Banks and their respective successors and assigns. 15. This Ninth Amendment shall be construed in accordance with and governed by the laws of the State of Ohio. IN WITNESS WHEREOF, the parties hereto have executed this Ninth Amendment as of the date and year first above written. R. G. BARRY CORPORATION By: /s/ Michael Krasnoff Name Printed: Michael S. Krasnoff Title: V P, Assistant Treasurer THE BANK OF NEW YORK By: /s/ H. S. Griffith Name Printed: H. Steven Griffith Title: Vice President THE HUNTINGTON NATIONAL BANK By: /s/ R. H. Friend Name Printed: Robert H. Friend Title: Vice President EX-27 3 ART 5 FINANCIAL DATA SCHEDULE FOR SECOND QUARTER 1995 FORM 10-Q, R. G. BARRY CORPORATION
5 1,000 6-MOS DEC-30-1995 JUN-24-1995 947 0 10,418 1,240 44,669 61,790 36,526 22,195 82,838 28,532 15,670 5,534 0 0 30,844 82,838 25,785 25,785 12,345 12,345 0 0 1,156 (7,350) (2,867) (4,483) 0 0 0 (4,483) (0.81) (0.81)
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