-----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, L4EXagmZng3JOPjvuzDM3e1ckSHxc2AG+Y9cyIbka1ry4Ssh7SkSC2ICkXPA5JFF IcilX3HwRCqIWWpEucAe2g== /in/edgar/work/20001103/0000950144-00-012909/0000950144-00-012909.txt : 20001106 0000950144-00-012909.hdr.sgml : 20001106 ACCESSION NUMBER: 0000950144-00-012909 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR UNIFORM GROUP INC CENTRAL INDEX KEY: 0000095574 STANDARD INDUSTRIAL CLASSIFICATION: [2300 ] IRS NUMBER: 111385670 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-05869 FILM NUMBER: 752644 BUSINESS ADDRESS: STREET 1: 10099 SEMINOLE BLVD STREET 2: P O BOX 4002 CITY: SEMINOLE STATE: FL ZIP: 34642 BUSINESS PHONE: 8133979611 MAIL ADDRESS: STREET 1: 10099 SEMINOLE BLVD STREET 2: PO BOX 4002 CITY: SEMINOLE STATE: FL ZIP: 34642-0002 FORMER COMPANY: FORMER CONFORMED NAME: SUPERIOR SURGICAL MANUFACTURING CO INC DATE OF NAME CHANGE: 19920703 10-Q 1 g64805e10-q.txt SUPERIOR UNIFORM GROUP, INC. 1 FORM lO-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-5869-1 SUPERIOR UNIFORM GROUP, INC. Incorporated - Florida Employer Identification No. - ---------------------- --------------------------- 11-1385670 10099 Seminole Boulevard Post Office Box 4002 Seminole, Florida 33775-0002 Telephone No.: 727-397-9611 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 [ ] As of October 27, 2000, the registrant had 7,123,327 common shares outstanding. Page 1 2 PART I - FINANCIAL INFORMATION ITEM 1. Financial Statements SUPERIOR UNIFORM GROUP, INC. CONDENSED SUMMARY OF OPERATIONS Three Months Ended September 30, -------------------------------- 2000 1999 ----------- ----------- (Unaudited) Net sales $42,496,735 $42,133,377 ----------- ----------- Costs and expenses: Cost of goods sold 28,047,847 27,913,067 Selling and administrative expenses 11,204,306 10,371,488 Interest expense 597,188 414,701 ----------- ----------- 39,849,341 38,699,256 ----------- ----------- Earnings before taxes on income 2,647,394 3,434,121 Taxes on income 960,000 1,261,000 ----------- ----------- Net earnings $ 1,687,394 $ 2,173,121 =========== =========== Weighted average number of shares out- standing during the period (Basic) 7,123,327 Shs. 7,727,657 Shs. (Diluted) 7,123,327 Shs. 7,747,840 Shs. Basic earnings per common share $ 0.24 $ 0.28 =========== =========== Diluted earnings per common share $ 0.24 $ 0.28 =========== =========== Cash dividends declared per common share $ 0.135 $ 0.135 =========== =========== Nine Months Ended September 30, --------------------------------- 2000 1999 ------------ ------------ (Unaudited) Net sales $126,050,768 $122,463,593 ------------ ------------ Costs and expenses: Cost of goods sold 83,193,509 81,131,032 Selling and administrative expenses 33,521,133 30,355,804 Interest expense 1,506,046 1,222,529 ------------ ------------ 118,220,688 112,709,365 ------------ ------------ Earnings before taxes on income 7,830,080 9,754,228 Taxes on income 2,850,000 3,580,000 ------------ ------------ Net earnings $ 4,980,080 $ 6,174,228 ============ ============ Weighted average number of shares out- standing during the period (Basic) 7,237,499 Shs. 7,784,795 Shs. (Diluted) 7,241,707 Shs. 7,820,150 Shs. Basic earnings per common share $ 0.69 $ 0.79 ============ ============ Diluted earnings per common share $ 0.69 $ 0.79 ============ ============ Cash dividends declared per common share $ 0.405 $ 0.405 ============ ============ The results of the nine months ended September 30, 2000 are not necessarily indicative of results to be expected for the full year ending December 31, 2000. See accompanying notes to condensed interim financial statements. Page 2 3 SUPERIOR UNIFORM GROUP, INC. CONDENSED BALANCE SHEETS
September 30, 2000 December 31, (Unaudited) 1999 ------------ ------------ (1) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 195,895 $ 3,021,376 Accounts receivable and other current assets 35,246,526 32,616,210 Inventories(*) 55,203,560 46,063,039 ------------ ------------ TOTAL CURRENT ASSETS 90,645,981 81,700,625 PROPERTY, PLANT AND EQUIPMENT, NET 28,582,217 29,460,159 EXCESS OF COST OVER FAIR VALUE OF ASSETS ACQUIRED 8,329,749 8,646,163 OTHER ASSETS 3,227,900 3,045,165 ------------ ------------ $130,785,847 $122,852,112 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 9,619,619 $ 9,033,483 Other current liabilities 5,487,348 6,810,227 Current portion of long-term debt 3,206,821 3,162,986 ------------ ------------ TOTAL CURRENT LIABILITIES 18,313,788 19,006,696 LONG-TERM DEBT 30,696,791 19,472,577 DEFERRED INCOME TAXES 1,595,000 1,655,000 SHAREHOLDERS' EQUITY 80,180,268 82,717,839 ------------ ------------ $130,785,847 $122,852,112 ============ ============ (*) Inventories consist of the following: September 30, 2000 December 31, (Unaudited) 1999 ------------ ------------ Finished goods $ 37,372,875 $ 34,343,293 Work in process 5,932,604 3,698,341 Raw materials 11,898,081 8,021,405 ------------ ------------ $ 55,203,560 $ 46,063,039 ============ ============
(1) The balance sheet as of December 31, 1999 has been derived from the audited balance sheet and has been condensed. See accompanying notes to condensed interim financial statements. Page 3 4 SUPERIOR UNIFORM GROUP, INC. CONDENSED SUMMARY OF CASH FLOWS
Nine Months Ended September 30, ------------------------------- 2000 1999 ------------ ------------ (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 4,980,080 $ 6,174,228 Adjustments to reconcile net earnings to net cash (used in) provided from operating activities: Depreciation and amortization 3,627,043 3,082,083 Deferred income taxes (60,000) (45,000) Changes in assets and liabilities, net of acquisition: Accounts receivable and other current assets (2,630,316) 5,583,805 Inventories (9,140,521) 3,770,918 Accounts payable 586,136 (1,451,480) Other current liabilities (1,322,879) 515,240 ------------ ------------ Net cash flows (used in) provided from operating activities (3,960,457) 17,629,794 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant, and equipment (2,458,582) (3,975,371) Proceeds from disposals of property, plant and equipment 25,895 111,078 Purchase of business, net of cash acquired -- (8,959,181) Other assets (182,735) (140,062) ------------ ------------ Net cash used in investing activities (2,615,422) (12,963,536) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt 13,483,574 12,000,000 Reduction in long-term debt (2,215,525) (8,298,649) Declaration of cash dividends (2,945,697) (3,152,600) Proceeds received on exercised stock options -- 20,563 Common stock reacquired and retired (4,571,954) (1,659,390) ------------ ------------ Net cash provided from (used in) financing activities 3,750,398 (1,090,076) ------------ ------------ Net (decrease) increase in cash and cash equivalents (2,825,481) 3,576,182 Cash and cash equivalents balance, beginning of period 3,021,376 514,001 ------------ ------------ Cash and cash equivalents balance, end of period $ 195,895 $ 4,090,183 ============ ============ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid $ 1,512,129 $ 1,202,808 ============ ============ Income taxes paid $ 5,402,093 $ 4,623,314 ============ ============
See accompanying notes to condensed interim financial statements. Page 4 5 SUPERIOR UNIFORM GROUP, INC. NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS Note 1 - Summary of Significant Interim Accounting Policies: a) Recognition of costs and expenses Costs and expenses other than product costs are charged to income in interim periods as incurred, or allocated among interim periods based on an estimate of time expired, benefit received or activity associated with the periods. Procedures adopted for assigning specific cost and expense items to an interim period are consistent with the basis followed by the registrant in reporting results of operations at annual reporting dates. However, when a specific cost or expense item charged to expense for annual reporting purposes benefits more than one interim period, the cost or expense item is allocated to the interim periods. b) Inventories Inventories at interim dates are determined by using both perpetual records and gross profit calculations. c) Accounting for income taxes The provision for income taxes is calculated by using the effective tax rate anticipated for the full year. d) Earnings per share Historical basic per share data is based on the weighted average number of shares outstanding. Historical diluted per share data is reconciled by adding to weighted average shares outstanding the dilutive impact of the exercise of outstanding stock options.
Three Months Ended September 30, Nine Months Ended September 30, -------------------------------- -------------------------------- 2000 1999 2000 1999 ---------- ---------- ---------- ---------- Net income $1,687,394 $2,173,121 $4,980,080 $6,174,228 Weighted average shares outstanding 7,123,327 7,727,657 7,237,499 7,784,795 Basic earnings per common share $ .24 $ .28 $ .69 $ .79 Three Months Ended September 30, Nine Months Ended September 30, -------------------------------- ------------------------------- 2000 1999 2000 1999 ---------- ---------- ---------- ---------- Net Income $1,687,394 $2,173,121 $4,980,080 $6,174,228 Weighted average shares outstanding 7,123,327 7,727,657 7,237,499 7,784,795 Common stock equivalents -- 20,183 4,208 35,355 Total weighted average shares outstanding 7,123,327 7,747,840 7,241,707 7,820,150 Diluted earnings per common share $ .24 $ .28 $ .69 $ .79
Page 5 6 e) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. f) Comprehensive Income The Company adopted the provisions of FAS 130, "Reporting Comprehensive Income" in the first quarter of 1998. FAS No. 130 requires disclosures of comprehensive income including per-share amounts in addition to the existing income statement. Comprehensive income is defined as the change in equity during a period, from transactions and other events, excluding changes resulting from investments by owners (e.g., supplemental stock offering) and distributions to owners (e.g., dividends). As of September 30, 2000, there are no items requiring separate disclosure in accordance with this statement. g) Operating Segments The Company adopted the provisions of FAS No. 131 "Disclosures about Segments of an Enterprise and Related Information" in the first quarter of 1998. FAS No. 131 requires disclosures of certain information about operating segments and about products and services, geographic areas in which the Company operates, and their major customers. The Company has evaluated the effect of this new standard and has determined that currently it operates in one segment, as defined in this statement. h) Reclassifications Certain reclassifications to the 1999 financial information have been made to conform to the 2000 presentation. Note 2 - Acquisition: On April 1, 1999, the Company acquired substantially all of the net assets of The Empire Company, ("Empire") a supplier of uniforms, corporate I.D. wear and promotional products with revenues for the year ended December 1998 of approximately $14,000,000. The acquisition has been accounted for utilizing the purchase method of accounting. The purchase price for this acquisition was approximately $9,134,000 and was allocated as follows: Cash $ 264,326 Accounts Receivable 1,813,291 Other Current Assets 78,684 Inventories 1,690,688 Property, Plant & Equipment 577,429 Other Assets 5,318 Excess of Cost Over Fair Value of Assets Acquired 6,211,607 ----------- TOTAL ASSETS $10,641,343 =========== Accounts Payable and Accrued Expenses $ 1,507,836 =========== Page 6 7 Note 3 - Long-Term Debt: September 30, December 31, 2000 1999 ----------- ----------- Note payable - bank, pursuant to revolving credit agreement, maturing March 26, 2002 $13,483,484 $ -- 6.75% term loan payable to First Union, with monthly payments of principal and interest, maturing April 1, 2009 10,770,128 11,435,563 6.65% note payable to MassMutual Life Insurance Company due $1,666,667 annually through 2005 8,750,000 10,000,000 9.9% note payable to MassMutual Life Insurance Company due $600,000 annually through 2001 900,000 1,200,000 ----------- ----------- $33,903,612 $22,635,563 Less payments due within one year included in current liabilities 3,206,821 3,162,986 ----------- ----------- $30,696,791 $19,472,577 =========== =========== On March 26, 1999, the Company entered into a new 3-year credit agreement that made available to the Company up to $15,000,000 on a revolving credit basis. Interest is payable at LIBOR plus 0.60% based upon the one-month LIBOR rate for U.S. dollar based borrowings. The Company pays an annual commitment fee of 0.15% on the average unused portion of the commitment. The available balance under the credit agreement is reduced by outstanding letters of credit. As of September 30, 2000, approximately $1,461,000 was outstanding under letters of credit. The Company also entered into a $12,000,000 10-year term loan on March 26, 1999 with the same bank. The term loan is an amortizing loan, with monthly payments of principal and interest, maturing on April 1, 2009. The term loan carries a variable interest rate of LIBOR plus 0.80% based upon the one-month LIBOR rate for U.S. dollar based borrowings. Concurrent with the execution of the term loan agreement, the Company entered into an interest rate swap with the bank under which the Company receives a variable rate of interest on a notional amount equal to the outstanding balance of the term loan from the bank and the Company pays a fixed rate of 6.75% on a notional amount equal to the outstanding balance of the term loan to the bank. The credit agreement and the term loan with First Union and the agreements with MassMutual Life Insurance Company contain restrictive provisions concerning debt to net worth ratios, other borrowings, capital expenditures, rental commitments, tangible net worth ($61,570,000 at September 30, 2000); working capital ratio (2.5:1), fixed charges coverage ratio (2.5:1), stock repurchases and payment of dividends. At September 30, 2000, under the most restrictive terms of the debt agreements, retained earnings of approximately $10,280,000 were available for declaration of dividends. The Company is in full compliance with all terms, conditions and covenants of the various credit agreements. Page 7 8 In June 1998, the Financial Accounting Standards Board issued SFAS No. 133 ("SFAS 133"), "Accounting for Derivative Instruments and Hedging Activities," (later amended by SFAS 138), which will be in effect on January 1, 2001 for the Company. SFAS 133 requires, among other things, that all derivatives be recognized in the balance sheets as either assets or liabilities and measured at fair value. The corresponding derivative gains and losses should be reported based upon the hedge relationship, if such a relationship exists. Changes in the fair value of derivatives that are not designated as hedges or that do not meet the hedge accounting criteria in SFAS 133 are required to be reported in income. Management does not believe that the adoption of SFAS 133 will have a significant impact on the Company's financial statements. Note 4 - Subsequent Event: On October 16, 2000, the Company entered into a 5-year term loan with First Union. The term loan is an amortizing loan, with monthly payments of principal in the amount of $83,333 plus interest, maturing on November 1, 2005. The term loan carries a variable interest rate of LIBOR plus 0.80% based upon the one-month LIBOR rate for U.S. dollar based borrowings. The proceeds of this term loan were utilized to reduce the outstanding balance on the Company's revolving credit agreement. Concurrent with the execution of the new term loan agreement, First Union and the Company amended the March 26, 1999 term loan and the revolving credit agreement to revise the net worth requirements. The net worth requirement included in Note 3 reflects this amendment. The interim information contained above is not certified or audited; it reflects all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the operating results for the periods presented, stated on a basis consistent with that of the audited financial statements. The financial information included in this form has been reviewed by Deloitte & Touche LLP, independent certified public accountants; such review was made in accordance with established professional standards and procedures for such a review. All financial information has been prepared in accordance with the accounting principles or practices reflected in the financial statements for the year ended December 31, 1999, filed with the Securities and Exchange Commission. Reference is hereby made to registrant's Financial Statements for 1999, heretofore filed with registrant's Form 10-K. Page 8 9 INDEPENDENT ACCOUNTANTS' REPORT Board of Directors Superior Uniform Group, Inc. Seminole, Florida We have reviewed the accompanying condensed balance sheet of Superior Uniform Group, Inc. (the "Company") as of September 30, 2000 and the related condensed summaries of operations for the three-month and nine-month periods ended September 30, 2000 and 1999 and of cash flows for the nine-month periods ended September 30, 2000 and 1999. These financial statements are the responsibility of the Company's management. We conducted our review 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 of 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 review, we are not aware of any material modifications that should be made to such condensed 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 balance sheet of Superior Uniform Group, Inc. as of December 31, 1999, and the related statements of earnings, shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated February 18, 2000, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed balance sheet as of December 31, 1999 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. /s/ Deloitte & Touche, LLP - -------------------------- Tampa, Florida October 24, 2000 Page 9 10 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS Net sales of $42,496,735 for the three months ended September 30, 2000 increased approximately 1% from $42,133,377 for the comparable period ended September 30, 1999. For the nine months ended September 30, 2000, net sales were approximately 3% more than the comparable period ended September 30, 1999. Cost of goods sold as a percentage of sales approximated 66.0% for the nine months ended September 30, 2000 compared to 66.2% for the nine months ended September 30, 1999. Selling and administrative expenses, as a percentage of sales, were approximately 26.6 % for the first nine months of 2000 compared to 24.8% for the nine months ended September 30, 1999. The increase is primarily attributed to costs associated with the Company's February 3, 2000 implementation of its new SAP/AFS (Apparel Footwear Solution) computer system. The most significant components of the increase are attributed to the costs of computer consultants engaged to assist with the implementation and overtime costs for the Company's employees working on the project. We are beginning to see reductions in these additional expenses and expect that they will continue to decline over the remainder of the current year. Interest expense of $1,506,046 for the nine month period ended September 30, 2000 increased 23% from $1,222,529 for the similar period ended September 30, 1999 due to higher outstanding borrowings in the current period. Net earnings decreased 22% to $1,687,394 for the three months ended September 30, 2000 as compared to net earnings of $2,173,121 for the same period ended September 30, 1999. Net earnings for the nine months ended September 30, 2000 decreased 19% to $4,980,080 as compared to net earnings of $6,174,228 for the same period in 1999. Accounts receivable and other current assets increased 8% from $32,616,210 on December 31, 1999 to $35,246,526 as of September 30, 2000. Inventories increased 20% from $46,063,039 on December 31, 1999 to $55,203,560 as of September 30, 2000. Accounts payable increased 6% from $9,033,483 on December 31, 1999 to $9,619,619 on September 30, 2000 primarily due to increases in purchases of inventories. THE YEAR 2000 PROJECT: The Company recognized the need to ensure that its systems, applications and hardware would recognize and process transactions for the Year 2000 and beyond and therefore initiated a project to identify its risks with regard to Year 2000. This project consisted of four phases including: collecting an inventory of potential risks, assessing the actual risk, remedial work to correct identified problems, and testing for proper operation. The project was completed and systems found to be non-compliant were remedied or replaced. The cost to repair or replace affected systems was approximately $650,000. Of this amount, approximately $380,000 was incurred and expensed in 1999 and $270,000 was incurred and expensed prior to December 31, 1998. The Company does not expect to incur significant costs during 2000 related to ongoing monitoring and support activities for the Year 2000 issue. To date, the Company has not encountered any significant adverse impact from Year 2000 computer problems. The Company will continue to monitor all business processes throughout 2000 to address any issues and ensure all processes continue to function properly. Contingency plans to address potential risks in the event of Year 2000 failures will be developed as needed. Page 10 11 LIQUIDITY AND CAPITAL RESOURCES Cash and cash equivalents decreased by $2,825,481 from $3,021,376 on December 31, 1999 to $195,895 as of September 30, 2000. Additionally, total borrowings under long-term debt agreements increased by $11,268,049 from $22,635,563 on December 31, 1999 to $33,903,612 on September 30, 2000. The Company has operated without hindrance or restraint with its present working capital, as income generated from operations and outside sources of credit, both trade and institutional, have been more than adequate. In the foreseeable future, the registrant will continue its ongoing capital expenditure program designed to maintain and improve its facilities. The registrant at all times evaluates its capital expenditure program in light of prevailing economic conditions. The registrant believes that its cash flow from operating activities together with other capital resources and funds from credit sources are adequate to meet its anticipated funding requirements for the foreseeable future. During the nine months ended September 30, 2000 and 1999, the Company paid cash dividends of $2,945,697 and $3,152,600, respectively. The Company reacquired and retired 471,500 and 120,400 shares in the nine month periods ended September 30, 2000 and 1999, respectively, with costs of $4,571,954 and $1,659,390. This quarterly report contains certain forward-looking statements that involve a number of risks and uncertainties. Among the factors that could cause actual results to differ materially are the following - general economic conditions in the areas of the United States in which the Company's customers are located; changes in the healthcare, resort and commercial industries where uniforms and service apparel are worn; the impact of competition; and the availability of manufacturing materials. PART II - OTHER INFORMATION ITEM 1. Legal Proceedings None. ITEM 2. Changes in Securities None. ITEM 3. Defaults Upon Senior Securities Inapplicable. ITEM 4. Submission of Matters to a Vote of Security-holders None. ITEM 5. Other Information Inapplicable. ITEM 6. Exhibits and Reports on Form 8-K a) Exhibits 4.1 Term Promissory Note dated October 16, 2000 between the Company and First Union 4.2 First Amendment to March 26, 1999 Loan Agreement and Revolving Credit Note between the Company and First Union 15 Letter re: Unaudited Interim Financial Information. 27 Financial Data Schedule. b) Reports on Form 8-K None. Page 11 12 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. Date: November 3, 2000 SUPERIOR UNIFORM GROUP, INC. By: /s/ Gerald M. Benstock ------------------------------------- Gerald M. Benstock Chairman and Chief Executive Officer By: /s/ Andrew D. Demott, Jr. ------------------------------------- Andrew D. Demott, Jr. Chief Financial Officer and Principal Accounting Officer, Vice President and Treasurer EX-4.1 2 g64805ex4-1.txt FIRST UNION OCTOBER 16, 2000 PROMISSORY NOTE 1 EXHIBIT 4.1 TERM PROMISSORY NOTE $5,000,000.00 Portland, Oregon October 16, 2000 FOR VALUE RECEIVED, the undersigned, SUPERIOR UNIFORM GROUP, INC., a Florida corporation ("Maker"), promises to pay to the order of FIRST UNION NATIONAL BANK, a national banking association ("Lender"), in lawful money of the United States of America, in immediately available funds, at FL0070, 214 North Hogan Street, Jacksonville, Florida 32202 or at such other location as the Lender may designate from time to time, the principal sum of FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00), or so much thereof as may be advanced and remain outstanding, together with interest thereon, as described below. This Term Promissory Note ("Note") is the Term Promissory Note referred to in, and issued pursuant to, that certain Loan Agreement dated as of March 26, 1999 executed by and between Lender and Maker, as modified pursuant to the terms of that certain First Amendment to Loan Agreement dated as of the date hereof executed by and between Maker and Lender (as so amended, the "Loan Agreement"), the terms of which are incorporated herein by reference. The Loan Agreement contains a provision, among other things, for the acceleration of the stated maturity of this Note upon the happening of certain events set forth therein. Capitalized terms, unless otherwise defined herein, shall have the meaning given such terms in the Loan Agreement. 1. INTEREST. (a) Interest Rate. Interest shall accrue on the average daily outstanding principal balance hereof from the date of advancement thereof at a variable rate, based upon a year of 360 days and actual days elapsed, equal to the Contract Rate, as hereinafter defined, subject to availability. (b) Certain Defined Terms. As used herein, the following terms shall have the following meanings: (i) "Business Day" shall mean any day on which the Lender's offices in Tampa, Florida, are open for business. Unless specifically denoted "Business Days" herein, references to "days" shall mean calendar days. (ii) "Business Day Convention" shall mean the convention for adjusting any relevant date if it would otherwise fall on a day that is not a Business Day. If "Modified Following" is specified, that date will be the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day. 2 (iii) The "Contract Rate" shall mean the 1 Month LIBOR Market Index Rate plus .80% (80 basis points). (iv) A "LIBOR Period" shall mean a one month period, but in no event shall exceed in duration the remainder of the term of the loan evidenced hereby. (v) The "1 Month LIBOR Market Index Rate" shall mean for any day, the rate for one (1) month U.S. dollar deposits as reported on Telerate page 3750 as of 11:00 a.m., London time, on such day, or if such day is not a London business day, then the immediately preceding London business day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation). (vi) The "Prime Rate" shall mean a variable rate per annum which equals the rate of interest announced from time to time by Lender as its prime rate, but which is not necessarily the lowest or best rate offered thereby at any time, such interest rate to change automatically from time to time, effective as of the effective date of each change in the prime rate. (c) Limitations on LIBOR; Compensation for Increased Costs. If at any time prior to the proposed commencement of a LIBOR Period, Lender shall have determined in good faith (which determination shall be conclusive) and shall have given notice to Maker that it has become impractical for Lender to continue to offer the Contract Rate to Maker or that Lender's ability to continue to offer the Contract Rate to Maker has been materially adversely affected because: (i) by reason of circumstances affecting the London Interbank Eurodollar Market, adequate and fair means do not exist for ascertaining the rate of interest to be applicable during such LIBOR Period; (ii) deposits in U.S. Dollars for the duration of such LIBOR Period are not available to Lender in the London Interbank Eurodollar Market in sufficient amounts in the ordinary course of business; or (iii) the London Interbank Offered Rate will not compensate Lender for the cost to Lender of the funds to be used by it to fund the loan evidenced hereby during such LIBOR Period; then, from after the date of such determination or at the end of such period as Lender, in its discretion, shall have agreed, the entire outstanding principal balance hereof shall accrue interest at the Prime Rate. Notwithstanding anything herein contained, if at any time while any principal remains outstanding hereunder, Lender determines in good faith (which determination shall be conclusive) and notifies Maker that, by reason of any law, regulation, treaty or official directive, or any change therein or in the interpretation or application thereof, by the authority charged with the administration thereof or by any court, it is unlawful or impracticable for Lender to continue to maintain or offer the Contract Rate or to give effect to any of its related obligations as contemplated hereby, Lender, by such notice, may declare that the entire outstanding principal 3 balance hereof, together with all accrued and unpaid interest thereon to the date of repayment, shall forthwith or at the end of such period as Lender, in its discretion, shall have agreed, accrue interest at the Prime Rate. Maker shall reimburse Lender for all losses or expenses incurred by Lender as a result of (i) Maker's failure to pay any sum due hereunder on its due date, (ii) repayment of any portion of the loan evidenced hereby prior to the end of the applicable LIBOR Period, or (iii) any acceleration of the due date of the loan evidenced hereby pursuant hereto. (d) Taxation, Capital Adequacy and Other Increases in Cost of Maintaining LIBOR Rate. If there occurs any future law, regulation, treaty or official directive (whether or not having the force of law) or any change in applicable present or future law, regulation, treaty or directive (whether or not having force of law) or in the interpretation or application thereof by any court or by any governmental or other authority or entity charged with the administration thereof which now or hereafter shall: (i) subject Lender to any tax of any kind whatsoever with respect to this Note or any outstanding principal hereunder, or change the basis of taxation of payments to Lender of principal, interest, fees or any other amount payable hereunder (except for changes in the rate of tax on the capital or overall net income of Lender imposed by the laws of the United States, or any state thereof, or taxing authority therein); (ii) impose, modify or make applicable any reserve, special deposit or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or any other acquisition of funds by, Lender; or (iii) impose on Lender or the London Interbank Eurodollar Market any other condition, restriction or limitation; and the result of any of the foregoing is to increase the cost to Lender of maintaining or offering the Contract Rate or to reduce any amount receivable hereunder with respect thereto, then, in any such case, at Maker's election, either (1) Maker shall promptly pay to Lender, upon demand such additional amounts necessary to compensate Lender for such additional cost or reduced amount received which Lender deems to be material as are determined in good faith by Lender or (2) thereafter, all amounts outstanding under the loan evidenced hereby shall commence accruing interest at the Prime Rate upon expiration of each LIBOR Period then in effect with respect to any portion of the loan evidenced hereby. If Lender becomes entitled to claim any additional amounts pursuant to this clause, it shall promptly notify Maker of the event by reason of which it has become so entitled. A certificate of Lender as to any such additional amounts payable to it and containing reasonable details of the calculation thereof shall be conclusive and binding in the absence of manifest error. (e) Maximum Amount of Interest. It is the intention of Maker and Lender to conform strictly to the interest law applicable to this loan transaction. Accordingly, it is agreed that notwithstanding any provisions to the contrary in this Note, or in any of the documents securing payment hereof or otherwise relating hereto, the aggregate of all interest and any other charges or consideration constituting interest under the applicable interest law that is taken, 4 reserved, contracted for, charged or received under this Note or under any of the other aforesaid agreements or otherwise in connection with this loan transaction shall under no circumstances exceed the maximum amount of interest allowed by the interest law applicable to this loan transaction. If any excess of interest in such respect is provided for, in this Note or in any of the documents securing payment hereof or otherwise relating hereto, then, in such event, (i) the provisions of this paragraph shall govern and control, (ii) neither Maker nor Maker's heirs, legal representatives, successors or assigns shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest allowed by the interest law applicable to this loan transaction, (iii) any excess shall be deemed a mistake and cancelled automatically and, if theretofore paid, shall be credited on this Note by Lender (or if this Note shall have been paid in full, refunded to Maker), and (iv) the effective rate of interest shall be automatically subject to reduction to the maximum legal rate of interest allowed under such interest law as now or hereafter construed by courts of appropriate jurisdiction. To the extent permitted by the interest law applicable to this loan transaction, all sums paid or agreed to be paid to Lender for the use, forbearance or detention of the indebtedness evidenced hereby shall be amortized, prorated, allocated and spread throughout the full term of this Note. 2. PAYMENT TERMS. (a) The outstanding principal balance hereof shall be due and payable as follows: (i) commencing on December 1, 2000, and continuing and the 1st day of each month thereafter through and including October 1, 2005, monthly payments of principal in the amount of $83,333.34, plus accrued interest thereon, shall be due and payable; and (ii) a final payment of all outstanding principal together with all unpaid and accrued interest thereon shall be due and payable in full on November 1, 2005. (b) Notwithstanding any term herein to the contrary or any term of any Other Agreements, upon the occurrence of an Event of Default, Lender shall have the right to demand immediate payment of the entire outstanding principal balance hereof, together with all accrued and unpaid interest and charges thereon and any cost, including breakage cost, associated with any LIBOR contract. 3. PREPAYMENT. The principal amount of the Loan may be prepaid in whole or in part at any time provided that Maker compensates Lender for any costs or fees Lender incurs as a result of such prepayment. 4. CO-TERMINUS. Notwithstanding any term to the contrary herein, or in any of the Other Agreements, Lender shall have the right to demand payment of the entire remaining balance of this Note if, at any time: (a) Term Loan A has been prepaid in whole or has terminated pursuant to the terms of the Loan Agreement or the Other Agreements; or (b) the Revolving Credit Loan has: 5 (i) terminated pursuant to the terms of the Loan Agreement or the Other Agreements, including, without limitation, a termination on March 26, 2002; (ii) an offer was made by Lender, no earlier than 90 days before the maturity date of the Revolving Credit Note, to extend, renew or replace at least $10,000,000 of the Revolving Credit Loan at an interest rate equal to or lower than the rate specified in the Revolving Credit Note and on terms (including without limitation fees) materially similar to the terms in the Loan Agreement and the Other Agreements and other terms then required by Lender for loans similar in size and risk to the Revolving Credit Loan; and (iii) Borrower has either: (A) failed to accept such offer within ten (10) Business Days after the offer was made by Lender, or (B) failed within ten (10) Business Days after delivery of documents evidencing such extension, renewal or replacement, to execute and deliver to lender such documents and to pay Lender for its costs and fees incurred and due in connection therewith. 5. DEFAULT RATE. Upon any Event of Default, and continuing until the Event of Default is cured, the outstanding principal of the loan and all other indebtedness evidenced hereby shall bear interest at a rate per annum, calculated on the basis of a 360-day year and days actually elapsed, equal to the Contract Rate plus three percent (3.0%), payable on demand, which rate shall apply as well before as after judgment. 6. MISCELLANEOUS. (a) If any payment of principal or interest on this Note shall become due on a Saturday, Sunday or on any other day on which banks in Tampa, Florida, are not open for business, such payment shall be made on the immediately preceding Business Day. (b) All payments received by Lender hereunder shall be applied first to unpaid interest and other charges and costs payable by Maker and second to the principal balance hereof. (c) Maker hereby waives presentment, demand, protest and notice of any kind in connection with this Note. (d) This Note shall bind Maker and its successors and assigns, and the benefits hereof shall inure to the benefit of Lender and its successors and assigns. All references herein to the "Maker" and "Lender" shall be deemed to apply to the Maker and Lender, respectively, and their respective successors and assigns. (e) This Note, for all purposes, shall be governed by, and construed in accordance with, the laws of the State of Florida. In the event any provision of this Note shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such 6 prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Note. 7. ARBITRATION. All parties to this Note agree as follows: (a) Upon demand of any party hereto, whether made before or after institution of any judicial proceeding, any claim or controversy arising out of, or relating to this Note between the parties hereto ("Dispute") shall be resolved by binding arbitration conducted under and governed by the Commercial Finance Disputes Arbitration Rules ("Arbitration Rules") of the American Arbitration Association ("AAA") and the Federal Arbitration Act. Disputes may include, without limitation, tort claims, counterclaims, disputes as to whether a matter is subject to arbitration, claims brought as class actions, or claims arising from documents executed in the future. A judgment upon the award may be entered in any court having jurisdiction. Notwithstanding the foregoing, this arbitration provision does not apply to disputes under or related to swap agreements. (b) All arbitration hearings shall be conducted in the city in which the office of Lender is located. A hearing shall begin within 90 days of demand for arbitration, and all hearings shall be concluded within 120 days of demand for arbitration. These time limitations may not be extended unless a party shows cause for extension and then for no more than a total of 60 days. The expedited procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be applicable to claims of less than $1,000,000.00. Arbitrators shall be licensed attorneys selected from the Commercial Financial Dispute Arbitration Panel of the AAA. The parties do not waive applicable Federal or state substantive law except as provided herein. (c) All parties agree to preserve, without diminution, certain remedies that any party may exercise before or after an arbitration proceeding is brought. The parties shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale or under applicable law by judicial foreclosure including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by confession of judgment. Any claim or controversy with regard to any party's entitlement to such remedies is a Dispute. (d) Each party agrees that it shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute, whether the Dispute is resolved by arbitration or judicially. 7 IN WITNESS WHEREOF, Maker has executed this Note on the date first above written. SUPERIOR UNIFORM GROUP, INC., a Florida corporation By: /s/ --------------------------- Michael Benstock Co-President [CORPORATE SEAL] STATE OF OREGON COUNTY OF _____________ The foregoing instrument was acknowledged before me this 16th day of October, 2000, by Michael Benstock, as Co-President of Superior Uniform Group, Inc., a Florida corporation, on behalf of the corporation. He is personally known to me or has produced ___________ (state) driver's license as identification. My Commission Expires: ------------------------------------------ Notary Public (Signature) (AFFIX NOTARY SEAL) ------------------------------------------ (Printed Name) Notary Public, State of __________ EX-4.2 3 g64805ex4-2.txt FIRST AMENDMENT TO FIRST UNION LOAN AGREEMENT 1 EXHIBIT 4.2 FIRST AMENDMENT TO LOAN AGREEMENT AND REVOLVING CREDIT NOTE This First Amendment to Loan Agreement and Revolving Credit Note, dated as of October 16, 2000 ("Amendment"), is entered into by and between SUPERIOR UNIFORM GROUP, INC., a Florida corporation (together with all Subsidiaries and all Affiliates, as herein defined, "Borrower"), and FIRST UNION NATIONAL BANK, a national banking association ("Lender"). RECITALS A. Borrower and Lender are parties to that certain Loan Agreement dated as of March 26, 1999 ("Loan Agreement") pursuant to which Lender has made a revolving credit loan to Borrower in the maximum principal amount of $15,000,000.00 and a term loan to Borrower in the original principal amount of $12,000,000.00. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement. B. Borrower has requested that Lender make an additional term loan to Borrower, and Lender has agreed to make an additional term loan to Borrower, in accordance with the terms of this Amendment. AGREEMENT In consideration of the foregoing and the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be bound hereby, agree as follows: 1. Modification of Loan Agreement. The Loan Agreement is amended as follows: a. the following definitions are hereby added to Section 1 of the Loan Agreement: (i) Term Loan B Maturity Date: means November 1, 2005. (ii) Term Loan A: as defined in Section 3.1. (iii) Term Loan B: as defined in Section 3.1. (iv) Term Notes: means Term Note A and Term Note B, each substantially in the form as attached as Exhibits B-1 and B-2 respectively, together with any and all amendments, modifications, extensions, substitutions and renewals therefor. C-1 2 b. the definition of the term "Notes" is hereby deleted in its entirety and replaced with the following: "Notes: collectively, Term Note A, Term Note B, and the Revolving Credit Note, together with any and all amendments, modifications, extensions, substitutions and renewals thereof." c. the term "Term Promissory Note" as used in the Loan Agreement is hereby revised to refer and mean the Term Notes. d. The definition of "Term Loan Maturity Date" is hereby deleted in its entirety and replaced with the following: "Term Loan A Maturity Date": April 1, 2009, subject to the provisions of Section 5.7." e. The definition of "Term Loan" is hereby revised to mean and refer to "Term Loans." f. Section 3 of the Loan Agreement is hereby deleted in its entirety and replaced with the following: 3. TERM LOANS. 3.1 Term Loans; Maximum Amount; Use of Proceeds. Subject to the terms and conditions hereof and in reliance of any representations and warranties set forth herein, and in the Financials heretofore delivered to Lender, Lender agrees to make a term loan to Borrower in the principal amount of TWELVE MILLION DOLLARS AND NO/100THS ($12,000,000.00) ("Term Loan A") and a term loan to Borrower in the principal amount of FIVE MILLION DOLLARS AND NO/100THS ($5,000,000.00) ("Term Loan B;" together with Term Loan A, the "Term Loans"). The proceeds of the Term Loans shall be used by Borrower to fund asset acquisitions and to refinance existing debt. 3.2 Term Notes. The Term Loans are to be evidenced by that certain $12,000,000.00 Term Promissory Note dated as of March 26, 1999 ("Term Note A") and that certain $5,000,000.00 Term Promissory Note dated as of October 16, 2000 ("Term Note B"). 3.3 General Interest Rate. The Term Loans shall bear interest on the daily outstanding balance of principal at the rate specified in each of the Term Notes. "3.4 Payment of Term Loans. The Term Loans and interest accrued thereon shall be due and payable as set forth in the respective Term Notes. Notwithstanding any term herein to the C-2 3 contrary or any term of any Other Agreements, upon the occurrence of an Event of Default, Lender shall have the right to demand immediate payment of the entire Indebtedness relating to the Term Loans." g. Section 5.7(a) is hereby deleted in its entirety and replaced with the following: "(a) Borrower prepays Term Loan A in full or Term Loan A is terminated pursuant to the terms of this Agreement or the other Agreements; or" h. Section 7.1(d)(ii) of the Loan Agreement is hereby deleted in its entirety and replaced with the following: "(ii) at all times after December 31, 1999, not less than the sum of $60,000,000.00 plus fifty percent (50%) of Borrower's net income after March 31, 1999, less the aggregate price paid by Borrower to purchase Treasury Stock after February 1, 2000." i. The following is hereby added as new Section 7.2(g) of the Loan Agreement: "pay more than $10,000,000.00 in the aggregate for stock of Borrower acquired after February 1, 2000." j. Section 7.2 of the Loan Agreement is hereby deleted in its entirety and replaced with the following: "7.2 Negative Covenants. Without Lender's prior written consent, Borrower shall not: (a) create, assume, or permit to exist any mortgage, security deed, deed of trust, pledge, lien, charge or other encumbrance on any of its assets, whether now owned or hereafter acquired, other than (i) liens for taxes contested in good faith, (ii) liens accruing by law for employee benefits, or (iii) liens identified on Exhibit C attached hereto." k. Exhibit B of the Loan Agreement is hereby deleted and replaced with Composite Exhibit B-1 and B-2 attached to this Amendment. l. The Loan Agreement is hereby deemed to include Exhibit C attached to this Amendment. 2. Modification Revolving Credit Note. The term "Term Loan" as used in the Revolving Promissory Note shall refer to and mean Term Note A. C-3 4 3. Tax Indemnity. Borrower and Lender have concluded that Florida document excise taxes are not due in connection with this Amendment or any of the other Loan Documents because the Loan Documents have been executed by Borrower and the other signatories, and delivered to Lender, outside the State of Florida. Nevertheless, Borrower shall pay to Lender in full, on demand, the amount of all document excise taxes, including interest and penalties, that either Lender or the Florida Department of Revenue later deem to be due and applicable with respect to the Notes or any of the other Loan Documents, or any other agreement between or among Borrower the Subsidiaries and Lender. In addition, Borrower shall reimburse Lender for any document excise taxes, including penalties and interest, paid by Lender and all costs and attorney's fees that Lender incurs in defending against an imposition of such taxes on any of the Notes, this Amendment, the other Loan Documents and any other agreement between or among Borrower, the Subsidiaries and Lender. 4. Representations and Warranties. Borrower represents and warrants to Lender that: c. all of Borrower's representations and warranties to Lender in the Loan Documents are true and correct on this date, as if made on this date, except to the extent any of them expressly relate to an earlier date; d. since the date of the most recent financial statements delivered to Lender, there has not been any material adverse change in the financial conditions of Borrower or any Guarantor; e. Borrower has the full corporate power and authority to enter into and perform its obligations hereunder and each transaction contemplated hereby; and f. the execution and delivery by Borrower of this Amendment and each other document contemplated hereby and its performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate proceedings on the part of Borrower. 5. Counterparts. The parties may execute this Amendment and any other agreement executed pursuant to it in counterparts. Each executed counterpart will be deemed to be an original, and all of them, together, will constitute the same agreement. This Amendment will become effective as of its stated date of execution, when each party has signed a counterpart and all the executed counterparts have been delivered to Lender. 6. WAIVER OF CLAIMS. BORROWER HEREBY KNOWINGLY, VOLUNTARILY, IRREVOCABLY, AND INTENTIONALLY WAIVES AND RELEASES LENDER (AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, REPRESENTATIVES, AND AGENTS) FROM: (a) ALL CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION, WHETHER AT LAW OR IN EQUITY, THAT BORROWER EVER HAD, HAS NOW, OR MIGHT HAVE IN THE FUTURE, BY REASON OF ANY MATTER, CAUSE, OR THING WHATSOEVER ARISING BEFORE THE DATE AND TIME OF EXECUTION OF THIS AMENDMENT, WITH RESPECT TO: (i) ANY BREACH BY LENDER (OR AN OFFICER, DIRECTOR, SHAREHOLDER, REPRESENTATIVE, OR AGENT OF LENDER) OF ITS OBLIGATIONS OR PROMISES UNDER THE LOAN DOCUMENTS OR OTHERWISE; C-4 5 AND (ii) ANY ACTION OR INACTION BY LENDER (OR AN OFFICER, DIRECTOR, SHAREHOLDER, REPRESENTATIVE, OR AGENT OF LENDER) THAT IS ALLEGED TO HAVE HAD AN INJURIOUS EFFECT ON THE BUSINESS, OPERATION OR MANAGEMENT OF BORROWER; AND (b) ANY DEFENSE, COUNTERCLAIM, SETOFF, RIGHT OF RECOUPMENT OR ABATEMENT, OR OTHER CLAIM AGAINST LENDER (OR AN OFFICER, DIRECTOR, SHAREHOLDER, REPRESENTATIVE, OR AGENT OF LENDER) RELATING TO ANY MATTER, CAUSE, OR THING WHATSOEVER ARISING BEFORE THE DATE AND TIME OF EXECUTION OF THIS AMENDMENT. 7. Ratification of Loan Documents. The parties acknowledge that (except as expressly amended in this Amendment) the Loan Documents are unaffected, unchanged, and unimpaired and all such documents and agreements remain enforceable in accordance with their respective terms. Further, the parties ratify and confirm all their obligations under the Loan Documents, except as modified in this Amendment. Neither this Amendment nor any earlier waiver or amendment of any of the Loan Documents will constitute a novation or have the effect of discharging any liability or obligation evidenced or secured by the Loan Documents. 8. Transaction Expenses; Taxes. Borrower shall pay all costs and expenses of Lender (including filing fees, recording fees, document excise and intangible tax, and reasonable attorney's fees and expenses) in connection with this Amendment and any related documents. 9. Miscellaneous. This Amendment contains the final, complete, and exclusive expression of the understanding of Borrower and Lender with respect to the obligations created under it and supersedes any prior or contemporaneous agreement, understanding, or representation, oral or written, by either of them. Except as expressly provided herein, this Amendment does not constitute a waiver of any rights of Lender or obligations of Borrower under the Loan Documents, and no waiver herein will constitute a continuing waiver or a waiver of any other or future rights or obligations. A waiver or modification of any provision of this Amendment is valid only if the waiver or modification is in writing and signed by each party. The titles and headings preceding the text of the sections of this Amendment have been inserted solely for convenience of reference and do not affect this Amendment's meaning or effect. This Amendment is binding on each heir, assignee, and personal representative of the Borrower, and inures to the benefit of each assignee and successor of Lender. This Amendment is not assignable by Borrower, and any attempted assignment by Borrower will not be valid or effective against Lender. Lender may assign this Amendment, and its assignee will succeed to all the rights of Lender under it. Words of the neuter gender in this Amendment are to be construed to include words of the masculine and feminine genders. This Amendment is a Florida contract, and the parties intend that it is to be construed according to the laws of the State of Florida. C-5 6 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above. FIRST UNION NATIONAL BANK, a national banking association By: /s/ -------------------------------- Name: -------------------------------- Title: -------------------------------- SUPERIOR UNIFORM GROUP, INC., a Florida corporation By: /s/ -------------------------------- Michael Benstock Co-President C-6 EX-15 4 g64805ex15.txt UNAUDITED FINANCIAL INFORMATION LETTER 1 EXHIBIT 15 October 24, 2000 Board of Directors Superior Uniform Group, Inc. Seminole, Florida We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim condensed financial information of Superior Uniform Group, Inc. for the periods ended September 30, 2000 and 1999, as indicated in our report dated October 24, 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 September 30, 2000, is incorporated by reference in Registration Statement No. 2-85796 on Form S-8. 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. /s/ Deloitte & Touche, LLP - ---------------------------- Certified Public Accountants Tampa, Florida EX-27 5 g64805ex27.txt FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED INTERIM FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 U.S. DOLLARS 9-MOS DEC-31-2000 JAN-01-2000 SEP-30-2000 1 195,895 0 35,246,526 0 55,203,560 90,645,981 28,582,217 0 130,785,847 18,313,788 30,696,791 0 0 7,241,707 81,775,268 130,785,847 126,050,768 0 83,193,509 118,220,688 0 0 1,506,046 7,830,080 2,850,000 0 0 0 0 4,980,080 0.69 0.69
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