-----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, QhqUF/UUXkiFz46WC9pENBgxxZZIdW+e9aqlj7/XCUvd2HvmFiLr/eCcF1vp3Wzq kcerBoMDD9n7o2xABMtLTA== 0000071525-99-000017.txt : 19990816 0000071525-99-000017.hdr.sgml : 19990816 ACCESSION NUMBER: 0000071525-99-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLAIR CORP CENTRAL INDEX KEY: 0000071525 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 250691670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-00878 FILM NUMBER: 99687907 BUSINESS ADDRESS: STREET 1: 220 HICKORY ST CITY: WARREN STATE: PA ZIP: 16366 BUSINESS PHONE: 8147233600 FORMER COMPANY: FORMER CONFORMED NAME: NEW PROCESS CO DATE OF NAME CHANGE: 19890507 10-Q 1 2ND QUARTER FILING 1999 United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q --------- QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Period Ended June 30, 1999 Commission File Number 1-878 ------------- --------------- BLAIR CORPORATION - -------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 25-0691670 - -------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 220 HICKORY STREET, WARREN, PENNSYLVANIA 16366-0001 - -------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (814) 723-3600 - -------------------------------------------------------------------------- (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 periods 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 August 12, 1999 the registrant had outstanding 8,151,523 shares of its common stock without nominal or par value. PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS (UNAUDITED) BLAIR CORPORATION AND SUBSIDIARY June 30, 1999 CONSOLIDATED BALANCE SHEETS BLAIR CORPORATION AND SUBSIDIARY June 30 December 31 1999 1998 ------------ ------------ ASSETS Current assets: Cash $ 9,798,959 $ 3,211,376 Customer accounts receivable, less allowances for doubtful accounts and returns of $33,324,513 in 1999 and $35,474,323 in 1998 150,072,808 158,191,826 Inventories - Note F Merchandise 73,501,488 102,152,680 Advertising and shipping supplies 10,166,829 12,982,870 83,668,317 115,135,550 Deferred income taxes - Note E 9,563,000 7,781,000 Prepaid and refundable federal and state taxes 6,453,198 12,455,216 Prepaid expenses 579,585 344,482 ------------ ------------ Total current assets 260,135,867 297,119,450 Property, plant and equipment: Land 1,142,144 1,142,144 Buildings 63,188,780 63,433,347 Equipment 40,554,718 39,255,983 ------------ ------------ 104,885,642 103,831,474 Less allowances for depreciation 57,963,870 55,787,582 ------------ ------------ 46,921,772 48,043,892 Trademarks 813,259 849,380 ------------ ------------ TOTAL ASSETS $307,870,898 $346,012,722 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable - Note H $ 15,000,000 $ 22,750,000 Trade accounts payable 30,975,862 52,135,922 Advance payments from customers 2,690,884 1,182,829 Accrued expenses - Note D 9,684,184 12,074,736 ------------ ------------ Total current liabilities 58,350,930 88,143,487 Deferred income taxes 1,189,000 1,368,000 Long-term debt - Note H 30,000,000 30,000,000 Stockholders' equity: Common Stock without par value: Authorized 12,000,000 shares; issued 10,075,440 shares (including shares held in treasury) - stated value 419,810 419,810 Additional paid-in capital 14,262,505 14,278,828 Retained earnings 245,633,927 240,798,008 ------------ ------------ 260,316,242 255,496,646 Less 1,923,917 shares in 1999 and 1,168,097 shares in 1998 of common stock in treasury - at cost 39,844,165 26,756,067 Less receivable from Employee Stock Purchase Plan 2,141,109 2,239,344 ------------ ------------ 218,330,968 226,501,235 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $307,870,898 $346,012,722 ============ ============ See accompanying notes. CONSOLIDATED STATEMENTS OF INCOME BLAIR CORPORATION AND SUBSIDIARY
Three Months Ended Six Months Ended June 30 June 30 1999 1998 1999 1998 ------------ ------------ ------------ ------------ Net sales $133,431,331 $126,726,735 $255,453,945 $242,613,611 Other income - Note G 10,360,894 9,579,288 19,326,720 20,504,877 ------------ ------------ ------------ ------------ 143,792,225 136,306,023 274,780,665 263,118,488 Costs and expenses: Cost of goods sold 68,655,947 61,241,208 130,930,219 118,156,653 Advertising 34,527,423 31,475,698 67,735,814 60,681,874 General and administrative 26,520,982 25,887,831 52,890,406 51,611,671 Provision for doubtful accounts 5,353,133 5,787,829 9,937,556 11,316,607 Interest 769,390 483,718 1,705,929 1,059,594 ------------ ------------ ------------ ------------ 135,826,875 124,876,284 263,199,924 242,826,399 ------------ ------------ ------------ ------------ INCOME BEFORE INCOME TAXES 7,965,350 11,429,739 11,580,741 20,292,089 Income taxes - Note E 2,967,000 4,338,000 4,261,000 7,682,000 ------------ ------------ ------------ ------------ NET INCOME $ 4,998,350 $ 7,091,739 $ 7,319,741 $ 12,610,089 ============ ============ ============ ============ Basic and diluted earnings per share based on weighted average shares outstanding - Note C $ .60 $ .80 $ .87 $1.41 ===== ===== ===== ===== See accompanying notes.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY BLAIR CORPORATION AND SUBSIDIARY
Three Months Ended Six Months Ended June 30 June 30 1999 1998 1999 1998 ------------- ------------ ------------ ------------ Common Stock $ 419,810 $ 419,810 $ 419,810 $ 419,810 Additional paid-in capital: Balance at beginning of period 14,265,053 13,202,657 14,278,828 13,230,251 Issuance of Common Stock to non-employee directors 12,000 22,588 12,000 22,588 Forfeitures of Common Stock under Employee Stock Purchase Plan (14,548) (32,037) (28,323) (59,631) ------------ ------------ ------------ ------------ Balance at end of period 14,262,505 13,193,208 14,262,505 13,193,208 Retained Earnings: Balance at beginning of period 241,858,342 228,036,839 240,798,008 223,868,940 Net income 4,998,350 7,091,739 7,319,741 12,610,089 Cash dividends declared - Note B (1,222,765) (1,337,286) (2,483,822) (2,687,737) ------------ ------------ ------------ ------------ Balance at end of period 245,633,927 233,791,292 245,633,927 233,791,292 Treasury Stock: Balance at beginning of period (35,853,192) (24,424,861) (26,756,067) (23,161,169) Purchase of Common Stock for treasury (4,001,884) (1,725,984) (13,095,634) (2,983,258) Issuance of Common Stock to non-employee directors 14,344 13,037 14,344 13,037 Forfeitures of Common Stock under Employee Stock Purchase Plan (3,433) (6,713) (6,808) (13,131) ------------ ------------ ------------ ------------ Balance at end of period (39,844,165) (26,144,521) (39,844,165) (26,144,521) Receivable from Employee Stock Purchase Plan: Balance at beginning of period (2,189,261) (1,879,854) (2,239,344) (1,928,786) Forfeitures of Common Stock under Employee Stock Purchase Plan 5,775 7,075 11,275 14,702 Repayments 42,377 30,405 86,960 71,710 ------------ ------------ ------------ ------------ Balance at end of period (2,141,109) (1,842,374) (2,141,109) (1,842,374) ------------ ------------ ------------ ------------ TOTAL STOCKHOLDERS' EQUITY $218,330,968 $219,417,415 $218,330,968 $219,417,415 ============ ============ ============ ============ See accompanying notes.
CONSOLIDATED STATEMENTS OF CASH FLOWS BLAIR CORPORATION AND SUBSIDIARY Six Months Ended June 30 1999 1998 ------------ ------------ OPERATING ACTIVITIES Net income $ 7,319,741 $ 12,610,089 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,476,152 2,566,978 Provision for doubtful accounts 9,937,556 11,316,607 Provision for deferred income taxes (1,961,000) (589,000) Changes in operating assets and liabilities providing (using) cash: Customer accounts receivable (1,818,538) (726,764) Inventories 31,467,233 (2,870,658) Federal and state taxes 6,002,018 1,250,185 Prepaid expenses (235,103) (222,983) Trade accounts payable (21,160,060) (10,269,270) Advance payments from customers 1,508,055 1,047,838 Accrued expenses (2,390,552) (1,491,769) ------------ ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 31,145,502 15,604,791 INVESTING ACTIVITIES Purchases of property, plant and equipment (1,317,911) (652,195) ------------ ------------ NET CASH (USED IN) INVESTING ACTIVITIES (1,317,911) (652,195) FINANCING ACTIVITIES Net (repayments) from bank borrowings (7,750,000) (6,425,000) Dividends paid (2,483,822) (2,687,737) Purchase of Common Stock for treasury (13,095,634) (2,983,258) Issuance of Common Stock to non-employee directors 26,344 35,625 Forfeitures of Common Stock under Employee Stock Purchase Plan (23,856) (58,060) Payments on receivable from Employee Stock Purchase Plan 86,960 71,710 ------------ ------------ NET CASH (USED IN) FINANCING ACTIVITIES (23,240,008) (12,046,720) ------------ ------------ INCREASE IN CASH 6,587,583 2,905,876 Cash at beginning of year 3,211,376 3,468,483 ------------ ------------ CASH AT END OF PERIOD $ 9,798,959 $ 6,374,359 ============ ============ See accompanying notes. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS BLAIR CORPORATION AND SUBSIDIARY June 30, 1999 NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Blair Corporation and its wholly-owned subsidiary have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 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. Operating results for the six months ended June 30, 1999 are not necessarily indicative of the results that may be expected for the year ending December 31, 1999. For further information refer to the financial statements and footnotes included in the Company's annual report on Form 10-K for the year ended December 31, 1998. The consolidated financial statements include the accounts of Blair Corporation and its wholly-owned subsidiary, Blair Holdings, Inc. All significant intercompany accounts are eliminated upon consolidation. NOTE B - DIVIDENDS DECLARED 2-05-98 $.15 per share 2-05-99 $.15 per share 4-21-98 .15 4-20-99 .15 7-21-98 .15 7-20-99 .15 10-20-98 .15 NOTE C - BASIC AND DILUTED EARNINGS PER SHARE Three Months Ended Six Months Ended June 30 June 30 1999 1998 1999 1998 ----------- ----------- ----------- ----------- Net income $ 4,998,350 $ 7,091,739 $ 7,319,741 $12,610,089 Weighted average shares outstanding 8,254,521 8,924,666 8,391,402 8,957,298 Basic and diluted earnings per share $ .60 $ . 80 $ .87 $1.41 NOTE D - ACCRUED EXPENSES Accrued expenses consist of: June 30 December 31 1999 1998 ----------- ----------- Employee compensation $ 6,644,893 $ 7,537,456 Contribution to profit sharing and retirement plan 779,843 2,371,992 Taxes, other than taxes on income 771,413 524,687 Other accrued items 1,488,035 1,640,601 ----------- ----------- $ 9,684,184 $12,074,736 =========== =========== NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued BLAIR CORPORATION AND SUBSIDIARY June 30, 1999 NOTE E - INCOME TAXES The liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The components of income tax expense are as follows: Three Months Ended Six Months Ended June 30 June 30 1999 1998 1999 1998 ----------- ----------- ----------- ----------- Currently payable: Federal $ 5,125,000 $ 6,401,000 $ 5,651,000 $ 7,389,000 State 680,000 912,000 571,000 882,000 ----------- ----------- ---------- ----------- 5,805,000 7,313,000 6,222,000 8,271,000 Deferred (credit) (2,838,000) (2,975,000) (1,961,000) (589,000) ----------- ----------- ----------- ----------- $ 2,967,000 $ 4,338,000 $ 4,261,000 $ 7,682,000 =========== =========== =========== =========== The differences between total tax expense and the amount computed by applying the statutory federal income tax rate of 35% to income before income taxes are as follows: Three Months Ended Six Months Ended June 30 June 30 1999 1998 1999 1998 ----------- ----------- ----------- ----------- Statutory rate applied to pre-tax income $ 2,787,872 $ 4,000,408 $ 4,053,259 $ 7,102,231 State income taxes, net of federal tax benefit 167,050 304,200 181,350 515,450 Other items 12,078 33,392 26,391 64,319 ----------- ----------- ----------- ----------- $ 2,967,000 $ 4,338,000 $ 4,261,000 $ 7,682,000 =========== =========== =========== =========== Components of the provision for deferred income tax credit (expense) are as follows: Three Months Ended Six Months Ended June 30 June 30 1999 1998 1999 1998 ----------- ----------- ----------- ---------- Provision for estimated returns $ (281,000) $ 435,000 $ 40,000 $ 968,000 Provision for doubtful accounts 491,000 (380,000) 402,000 (919,000) Advertising costs 2,280,000 2,667,000 1,024,000 359,000 Other items - net 348,000 253,000 495,000 181,000 ----------- ----------- ----------- ----------- $ 2,838,000 $ 2,975,000 $ 1,961,000 $ 589,000 =========== =========== =========== =========== NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued BLAIR CORPORATION AND SUBSIDIARY June 30, 1999 NOTE E - INCOME TAXES - Continued Components of the deferred tax assets and liability under the liability method as of June 30, 1999 and December 31, 1998 are as follows: June 30 December 31 1999 1998 ----------- ----------- Current net deferred tax assets: Doubtful accounts $ 7,315,000 $ 6,913,000 Returns allowances 1,863,000 1,823,000 Inventory obsolescence 2,026,000 1,997,000 Inventory costs 168,000 130,000 Vacation pay 1,399,000 1,399,000 Advertising costs (3,915,000) (4,939,000) Other items 707,000 458,000 ----------- ----------- $ 9,563,000 $ 7,781,000 =========== =========== Long-term deferred tax liability: Property, plant and equipment $ 1,189,000 $ 1,368,000 =========== =========== NOTE F - INVENTORIES Inventories are valued at the lower of cost or market. Cost of merchandise inventories is determined principally on the last-in, first-out (LIFO) method. Cost of advertising and shipping supplies is determined on the first-in, first-out (FIFO) method. Advertising and shipping supplies include printed advertising material and related mailing supplies for promotional mailings which are generally scheduled to occur within two months. These costs are expensed when mailed. If the FIFO method had been used for all inventories, the total amount would have increased by approximately $7,722,000 at June 30, 1999 and $7,662,000 at December 31, 1998, respectively. NOTE G - OTHER INCOME Other income consists of: Three Months Ended Six Months Ended June 30 June 30 1999 1998 1999 1998 ----------- ----------- ----------- ----------- Finance charges on time payment accounts $ 8,700,024 $ 8,377,930 $17,156,367 $17,675,185 Commissions earned 905,511 464,127 928,683 1,059,093 Other items 755,359 737,231 1,241,670 1,770,599 ----------- ----------- ----------- ----------- $10,360,894 $ 9,579,288 $19,326,720 $20,504,877 =========== =========== =========== =========== Finance charges on time payment accounts are recognized on an accrual basis of accounting. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued BLAIR CORPORATION AND SUBSIDIARY June 30, 1999 NOTE H - FINANCING ARRANGEMENTS On November 13, 1998, the Company entered into an amended and restated $95,000,000 Revolving Credit Facility, which expires on November 13, 2001. This agreement replaced the $125,000,000 Revolving Credit Facility which expired on November 17, 1998. The interest rate is, at the Company's option, based on a base rate option, swing loan rate option or Euro-rate option as defined in the agreement. The Revolving Credit Facility is unsecured and requires the Company to meet certain covenants as outlined in the agreement. These covenants specifically relate to tangible net worth, maintaining a defined leverage ratio, interest coverage ratio and fixed charge coverage ratio and complying with certain indebtedness restrictions. As of June 30, 1999 and December 31, 1998, the Company was in compliance with all the agreement's covenants. At June 30, 1999, the Company had borrowed $45,000,000 of which $30,000,000 was classified as long-term and at December 31, 1998, $52,750,000 of which $30,000,000 was classified as long-term. NOTE I - NEW ACCOUNTING PRONOUNCEMENTS Accounting for the Costs of Computer Software Developed for or Obtained for Internal Use Statement of Position 98-1, (SOP 98-1) "Accounting for the Costs of Computer Software Developed For or Obtained For Internal Use," requires capitalization of costs to purchase or develop internal use software and amortization of those costs to income over the software's estimated useful life. These costs include external direct costs, payroll and payroll-related costs for employees who are directly associated with the project and interest costs. Training and research and development costs are to be expensed as incurred. Allocations of overhead are not permitted. SOP 98-1 was adopted in the financial statements for the year ended December 31, 1999 and has not had a significant impact on the financial statements of the Company. Accounting for Derivative Instruments and Hedging Activities In June 1998, Statement of Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative Instruments and Hedging Activities", was issued. SFAS 133 provides new guidelines for derivative instruments. SFAS 133 requires companies to recognize all derivatives on the balance sheet at fair value. Gains or losses resulting from changes in the values of the derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. SFAS 133 is effective for fiscal periods beginning after June 15, 2000. Management believes the adoption of this Statement will not have a significant impact on the financial statements of the Company. NOTE J - CONTINGENCIES The Company is involved in certain items of litigation, arising in the normal course of business. While it cannot be predicted with certainty, management believes that the outcome will not have a material effect on the Company's financial condition or results of operations. NOTE K - 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 amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued BLAIR CORPORATION AND SUBSIDIARY June 30, 1999 NOTE L - EMPLOYEE STOCK PURCHASE PLAN The Company has an Employee Stock Purchase Plan wherein shares of treasury stock may be issued to certain employees at a price established at the discretion of the Employee Stock Purchase Plan Committee. The stock issued under the Plan was 60,150 shares on August 4, 1999 and 50,400 shares on July 27, 1998. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BLAIR CORPORATION AND SUBSIDIARY June 30, 1999 Results of Operations - --------------------- Comparison of Second Quarter 1999 and Second Quarter 1998 Net income for the second quarter of 1999 decreased 30% as compared to the second quarter of 1998. The second quarter of 1999 was negatively impacted by increased efforts to move excess inventory and by increased postage costs. These increases were primarily reflected in cost of goods sold. Net sales for the second quarter of 1999 were 5.3% higher than second quarter 1998 net sales. Overall, response rates in the second quarter of 1999 were approximately the same as in the second quarter of 1998 and were slightly below expected levels for 1999. Gross sales revenue generated per advertising dollar decreased 6%. The total number of orders shipped and the average order size both increased slightly in the second quarter of 1999 from the second quarter of 1998. The returns percentage improved in the second quarter of 1999 as compared to the second quarter of 1998 primarily due to a change in return policy. The Company stopped refunding shipping and handling charges on returns during the first quarter of 1998. This policy is in line with the Company's competitors in the direct marketing industry and reduces returns by approximately 10%. Other income increased 8% in the second quarter of 1999 as compared to the second quarter of 1998. Increases in finance charges resulting from higher credit sales and strengthened credit procedures and in commissions earned on continuity programs were primarily responsible for the increase in other income. Cost of goods sold as a percentage of net sales increased to 51.5% in the second quarter of 1999 from 48.3% in the second quarter of 1998. Cost of goods sold has been negatively impacted by the sale of excess inventory and by increased shipping costs. Excess inventory has resulted from the Company's adjustment to a larger catalog operation and lower than expected response in the fourth quarter of 1998 and the first quarter of 1999. Advertising expense in the second quarter of 1999 increased 9.7% from the second quarter of 1998. Increased catalog mailings, letter mailings and postal rates were responsible for the higher advertising expense. The total number of catalog mailings released in the second quarter of 1999 was 3% higher than in the second quarter of 1998 (33.2 million vs. 32.1 million). Catalog mailings from all three product lines, including combined product line offerings, are continually reviewed as to mailing frequency, page density, product content, number of pages and trim size. The total number of letter mailings released in the second quarter of 1999 was 5% more than in the second quarter of 1998 (26.1 million vs. 24.8 million). Sale-priced offerings to help move excess inventory caused the increase in letter mailing volume. Total volume of the co-op and media advertising programs decreased 10% in the second quarter of 1999 as compared to the second quarter of 1998 (277 million vs. 307 million). General and administrative expense increased 2.4% in the second quarter of 1999 as compared to the second quarter of 1998. The higher general and administrative expense was primarily the result of a 3.5% increase in wages ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued BLAIR CORPORATION AND SUBSIDIARY June 30, 1999 Results of Operations - Continued - --------------------- Comparison of Second Quarter 1999 and Second Quarter 1998 - Continued and benefits. The higher wages and benefits resulted from normal pay increases and an increase in the number of employees. The provision for doubtful accounts as a percentage of credit sales was 14.3% lower in the second quarter of 1999 as compared to the second quarter of 1998. The estimated provision for doubtful accounts is based on current expectations, sales mix (prospect/customer) and prior years' experience. Due to continued improvement in delinquency and charge off rates, the estimated bad debt rate used for the second quarter of 1999 was approximately 15% less than the estimated bad debt rate used for the second quarter of 1998. At June 30, 1999, the delinquency rate (accounts over 30 days past due) of open accounts receivable was 11% lower than at June 30, 1998. The charge off rate for the second quarter of 1999 was 17% less than the charge off rate for the second quarter of 1998. Recoveries of bad debts previously charged off have been credited back against the allowance for doubtful accounts. Credit granting, collection and behavior models continue to gain effectiveness and, along with expanding database capabilities, should provide valuable credit marketing opportunities. Interest expense increased 59% in the second quarter of 1999 as compared to the second quarter of 1998. Interest expense results primarily from the Company's borrowings necessary to finance customer accounts receivable and inventories. While customer accounts receivable have changed little, inventory levels, though greatly improved, have averaged significantly higher in 1999 than in 1998. Also contributing to the higher interest expense and borrowings has been the repurchase of Blair Common Stock from the Estate of John L. Blair. Income taxes as a percentage of income before income taxes were 37.2% in the second quarter of 1999 and 38.0% in the second quarter of 1998. The federal income tax rate was 35% in both years. The change in the total income tax rate was caused by a decrease in the Company's effective state income tax rate. Comparison of Six Month Periods Ended June 30, 1999 and June 30, 1998 Net income for the first six months of 1999 decreased 42% as compared to the first six months of 1998. The six months of 1999 were negatively impacted by increased efforts to move excess inventory, by lower than expected response to a higher advertising volume and by increased postage costs. Net sales for the first half of 1999 were 5.3% higher than net sales for the first half of 1998. Overall, response rates were approximately the same in the first six months of 1999 and 1998. Gross sales revenue generated per advertising dollar decreased 8%. The total number of orders shipped decreased while the average order size increased. The returns percentage improved in the first six months of 1999 as compared to the first six months of 1998 primarily due to a change in return policy. The Company stopped refunding shipping and handling charges on returns during the first quarter of 1998. This policy change reduces returns by approximately 10%. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued BLAIR CORPORATION AND SUBSIDIARY June 30, 1999 Results of Operations - Continued - --------------------- Comparison of Six Month Periods Ended June 30, 1999 and June 30, 1998 - Continued Other income decreased 6% in the first six months of 1999 as compared to the first six months of 1998. Reductions in finance charges resulting from strengthened credit procedures and in commissions earned on continuity program sales were primarily responsible for the decrease in other income. Cost of goods sold as a percentage of net sales increased to 51.3% in the first half of 1999 from 48.7% in the first half of 1998. Cost of goods sold has been negatively impacted by the sale of excess inventory and by increased shipping costs. Excess inventory has resulted from the Company's adjustment to a larger catalog operation and lower than expected response in the fourth quarter of 1998 and the first quarter of 1999. Advertising expense in the six months of 1999 increased 11.6% from the first six months of 1998. Increased catalog mailings, co-op and media volume and postal rates were responsible for the higher advertising expense. The total number of catalog mailings released in the six months of 1999 was 15% higher than in first six months of 1998 (65.3 million vs. 56.7 million). Catalog mailings from all three product lines, including combined product line offerings, are continually reviewed as to mailing frequency, page density, product content, number of pages and trim size. The total number of letter mailings released in the first half of 1999 was 6% less than in the first half of 1998 (45.0 million vs. 47.7 million). Total volume of the co-op and media advertising programs increased 8% in the first half of 1999 as compared to the first half of 1998 (769 million vs. 714 million). General and administrative expense increased 2.5% in the six months of 1999 as compared to the first six months of 1998. Increased wages and benefits and the costs associated with implementing and maintaining expanded database capabilities in marketing, credit management and advertising were primarily responsible for the higher general and administrative expense. The provision for doubtful accounts as a percentage of credit sales was 17% lower in the first half of 1999 as compared to the first half of 1998. Due to continued improvement in delinquency and charge off rates, the estimated bad debt rate used for the first six months of 1999 was approximately 16% less than the estimated bad debt rate used for the first six months of 1998. At June 30, 1999, the delinquency rate (accounts over 30 days past due) of open accounts receivable was 11% lower than at June 30, 1998. The charge off rate for the first six months of 1999 was 20% less than the charge off rate for the first six months of 1998. Recoveries of bad debts previously charged off have been credited back against the allowance for doubtful accounts. Interest expense increased 61% in the first half of 1999 as compared to the first half of 1998. Interest expense results primarily from the Company's borrowings necessary to finance customer accounts receivable and inventories. Higher inventory levels and the repurchase of Blair Common Stock from the Estate of John L. Blair have been responsible for the increased levels of interest expense and borrowings. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued BLAIR CORPORATION AND SUBSIDIARY June 30, 1999 Results of Operations - Continued - --------------------- Comparison of Six Month Periods Ended June 30, 1999 and June 30, 1998 - Continued Income taxes as a percentage of income before income taxes were 36.8% in the first half of 1999 and 37.9% in the first half of 1998. The federal income tax rate was 35% in both years. The change in the total income tax rate was caused by a decrease in the Company's effective state income tax rate. Liquidity and Sources of Capital - -------------------------------- All working capital and cash requirements were met. In November 1998, the Company entered into an amended and restated $95,000,000 Revolving Credit Facility, which expires on November 13, 2001. This agreement replaced the $125,000,000 Revolving Credit Facility which expired on November 17, 1998. The unsecured Revolving Credit Facility requires the Company to meet certain covenants, and as of June 30, 1999, the Company was in compliance with all the covenants. Borrowings outstanding at June 30, 1999 were $45,000,000 of which $30,000,000 was classified as long-term. Borrowings outstanding at December 31, 1998 were $52,750,000 of which $30,000,000 was classified as long-term. Borrowings outstanding at June 30, 1998 were $32,175,000, all classified as current. As of August 12, 1999, the Company's borrowings outstanding totaled $30,000,000. The ration of current assets to current liabilities was 4.46 at June 30, 1999, 3.37 at December 31, 1998 and 3.09 at June 30, 1998. Working capital decreased $7,191,026 in the first six months of 1999 primarily due to the repurchase of Common Stock for treasury from the Estate of John L. Blair. The 1999 decrease was primarily reflected in decreased inventories and customer accounts receivable more than offsetting decreased trade accounts payable and notes payable. Merchandise inventory turnover was 2.3 at June 30, 1999, 2.4 at December 31, 1998 and 2.6 at June 30, 1998. Merchandise inventory as of June 30, 1999 decreased 28% from December 31, 1998 and increased 2% from June 30, 1998. Inventory levels have been impacted by the transition to a larger catalog operation, by the continuing effort to improve customer service, by lower than expected response in the fourth quarter of 1998 and the first quarter of 1999 and, most recently, by increased efforts to move excess inventory. The Company operates as one business segment consisting of three product lines. Home Products net sales as a percentage of total net sales were 14.2% ($36.3 million) in the six months of 1999 as compared to 13.4% ($32.5 million) in the first six months of 1998. Menswear net sales were 23.4% ($59.8 million) as compared to 23.3% ($56.5 million). Womenswear net sales were 62.4% ($159.4 million) as compared to 63.3% ($153.6 million). Home Products inventory totaled $12.6 million at June 30, 1999, $18.2 million at December 31, 1998 and $12.1 million at June 30, 1998. Menswear inventory was $21.5 million at June 30, 1999, $26.6 million at December 31, 1998 and $16.9 million at June 30, 1998. Womenswear inventory was $39.5 million at June 30, 1999, $57.4 million at December 31, 1998 and $42.9 million at June 30, 1998. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued BLAIR CORPORATION AND SUBSIDIARY June 30, 1999 Liquidity and Sources of Capital - Continued - -------------------------------- The Company looks upon its credit granting (Blair Credit) as a marketing tool and advantage. Blair Credit customers, on average, buy more, buy more often and are more loyal than cash and credit card customers. The increased sales volume achieved by offering Blair Credit is significant and more than outweighs the cost of the credit program. The cost and/or contribution of the credit program itself can be quickly assessed by comparing finance charges (included in other income) to the provision for doubtful accounts. For the first six months of 1999, finance charges were $17,156,367 and the provision for doubtful accounts was $9,937,556 (net of $7,218,811) as compared to the first six months of 1998, finance charges were $17,675,185 and the provision for doubtful accounts was $11,316,607 (net of $6,358,578). The administrative cost of the credit program, included in general and administrative expense, was less than the net of finance charges and the provision for doubtful accounts in both the 1999 and 1998 six month periods. The Company has added new facilities, modernized its existing facilities and acquired new cost saving equipment during the last several years. Capital expenditures for property, plant and equipment totaled $1,317,911 during the first half of 1999 and $652,195 during the first half of 1998. Capital expenditures for 1999, 2000, and 2001 are projected to be approximately $5,000,000 a year in order to support the Company's marketing strategy. The increased capital expenditures will result primarily from developing our own internet commerce site, from maintaining a higher inventory level and from expanding database capabilities. The Company recently declared a quarterly dividend of $.15 per share payable on September 15, 1999. It is the Company's intent to continue paying dividends; however, the Company will evaluate its dividend practice on an on-going basis. See "Future Considerations". The Company has, from the fourth quarter of 1996 through the third quarter of 1998, repurchased on the open market 544,739 shares of its Common Stock. In 1999, the Company has repurchased 756,220 shares (500,000 in January, 100,000 in April and 156,220 in May) of its Common Stock from the Estate of John L. Blair. Future cash needs will be financed by cash flow from operations, the current borrowing arrangement and, if needed, other financing arrangements that may be available to the Company, The Company's current projection of future cash requirements, however, may be affected in the future by numerous factors, including changes in customer payments on accounts receivable, consumer credit industry trends, sales volume, operating cost fluctuations and unplanned capital spending. Impact of Inflation and Changing Prices - --------------------------------------- Although inflation has moderated in our economy, the Company is continually seeking ways to cope with its impact. To the extent permitted by competition, increased costs are passed on to customers by selectively increasing selling prices over a period of time. Profit margins have been pressured by paper cost and postal rate increases. Paper prices were higher in 1998 than in 1997 and, based on current trends, are expected to be lower in 1999 than in 1998. Postal rates increased on January 10, 1999. The Company estimates that the January 10, 1999 postal rate increase will increase the Company's 1999 postage bill by approximately 4.7%. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued BLAIR CORPORATION AND SUBSIDIARY June 30, 1999 Impact of Inflation and Changing Prices - Continued - --------------------------------------- The Company principally uses the LIFO method of accounting for its merchandise inventories. Under this method, the cost of products sold reported in the financial statements approximates current costs and thus reduces distortion in reported income due to increasing costs. The charges to operations for depreciation represent the allocation of historical costs incurred over past years and are significantly less than if they were based on the current cost of productive capacity being used. Property, plant and equipment are continuously being expanded and updated. Major projects are discussed under Liquidity and Sources of Capital. Assets acquired in prior years will, of course, be replaced at higher costs but this will take place over many years. New assets, when acquired, will result in higher depreciation charges, but in many cases, due to technological improvements, savings in operating costs should result. Accounting Pronouncements - ------------------------- In March 1998, Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use," was issued. SOP 98-1 requires capitalization of costs to purchase or develop internal use software and amortization of those costs to income over the software's estimated useful life. The Company adopted SOP 98-1 in the 1999 financial statements, and the adoption has not had a significant impact on the Company's financial statements. In June 1998, Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities", was issued. Statement No. 133 provides new guidelines for derivative instruments and requires companies to recognize all derivatives on the balance sheet at fair value. Gains or losses resulting from changes in the values of the derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. Statement No. 133 is effective for fiscal periods beginning after June 15, 2000. The Company believes that adoption of Statement No. 133 will not have a significant impact on the financial statements of the Company. Future Considerations - ---------------------- The Company is faced with the ever-present challenge of maintaining and expanding the customer file. This involves the acquisition of new customers (prospects), the conversion of new customers to established customers (active repeat buyers) and the retention and/or reactivation of established customers. These actions are vital in growing the business but are being impacted by increased operating costs and a declining labor pool and by increased competition in the retail sector, high levels of consumer debt and erratic consumer response rates. A prime aspect of the Company's marketing strategy involves targeting customers in the "over 40, low-to-moderate income" market. This redefinition of our target customer from "over 50" to "over 40" has been made possible by the ability of our catalog advertising to reach younger buyers within our traditional list sources. This market, though younger in age than our traditional customer file, is the fastest growing segment of the population. Success of the marketing strategy requires investment in database management, operating systems, prospecting programs, catalog ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued BLAIR CORPORATION AND SUBSIDIARY June 30, 1999 Future Considerations - Continued - --------------------- marketing, telephone call centers, internet commerce and, possibly, a second distribution center. Management believes that these investments should improve Blair Corporation's position in new and existing markets and provide opportunities for future earnings growth. Impact of Year 2000 - ------------------- Some of the Company's older computer programs were written using two digits rather than four to define the applicable year. As a result, those computer programs have time-sensitive software that recognize a date using "00" as the year 1900 rather than the year 2000. This could cause a system failure or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions, send invoices, or engage in similar normal business activities. The Company has completed an assessment of its IT systems and has been modifying or replacing portions of its software so that its computer systems will function properly with respect to dates in the year 2000 and thereafter. The total Year 2000 project cost is estimated at $750,000 to $850,000 all of which will be expensed as incurred. To date, the Company has incurred and expensed approximately $700,000. The project cost has been funded by cash flow from operations. The project is estimated to be completed not later than September 30, 1999, which is prior to any anticipated impact on our business operations. The Company believes that with modification to existing software and conversions to new software, the Year 2000 Issue will not pose significant operational problems for its computer systems. At this time, all software has been modified and/or converted but has not been fully tested - testing is approximately 95% complete. The remaining work to be completed includes upgrading two mainframe utility software products, upgrading personal computer operating system software and utilities and final system testing. Again, completion is on schedule for September 30, 1999. If the software installations are not completed timely, the Year 2000 Issue could have a material impact on the operations of the Company. Operations could be disrupted or stopped for some period of time. Should this occur, the Company would direct all available resources at the situation in order to resolve it in as short a time as possible. At this time, this is the extent of the Company's Year 2000 contingency plan. The contingency plan will be further assessed if completion of the Year 2000 project extends beyond September 30, 1999. The Company has initiated formal communications with all of its significant suppliers (includes suppliers of non-IT systems) to determine the extent to which the Company's interface systems are vulnerable to those third parties' failure to remediate their own Year 2000 Issues. The Company has received favorable response from all of these suppliers, however, there is no guarantee that the systems of suppliers on which the Company relies will be timely converted and would not have an adverse effect on the Company's systems. Open items include the final installation and testing of two non-IT systems, the tilt tray sorter at the Distribution Center and point of sale terminals at the Company's four stores. These systems are estimated to be in compliance by September 30,1999. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued BLAIR CORPORATION AND SUBSIDIARY June 30, 1999 Impact of Year 2000 - Continued - ------------------- At this time, all major vendors, domestic and foreign, have indicated that they will be Year 2000 compliant by year end 1999. The Company has and will continue to inquire as to the Year 2000 readiness of its suppliers. If the Company determines that a vendor is not Year 2000 compliant, the Company, upon further assessment, may place its business with a different vendor. The costs of the project and the date on which the Company believes it will complete the Year 2000 modifications are based on management's best estimates, which were derived utilizing numerous assumptions of future events, including the continued availability of certain resources and other factors. However, there can be no guarantee that these estimates will be achieved and actual results could differ materially from those anticipated. Specific factors that might cause such material differences include, but are not limited to, the availability and cost of personnel trained in this area, the ability to locate and correct all relevant computer codes, and similar uncertainties. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 - -------------------------------------------------------------------------------- Forward-looking statements in this report, including without limitation, statements relating to the Company's plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) the Company's plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company, (ii) the Company's plans and results of operations will be affected by the Company's ability to manage its growth, accounts receivable and inventory; and (iii) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. PART II. OTHER INFORMATION BLAIR CORPORATION AND SUBSIDIARY June 30, 1999 Item 4. Submission of Matters to a Vote of Security Holders. (a) The Company's Annual Meeting of Stockholders was held April 20, 1999. (b) At the Annual Meeting of Stockholders, all of the Company's directors were elected at said meeting, as follows: David A. Blair 7,398,722 Votes For, 88,767 Votes Withheld Robert W. Blair 7,406,663 Votes For, 80,826 Votes Withheld Steven M. Blair 7,400,984 Votes For, 86,505 Votes Withheld Robert D. Crowley 7,401,963 Votes For, 85,526 Votes Withheld John O. Hanna 7,408,339 Votes For, 79,150 Votes Withheld Gerald A. Huber 7,408,839 Votes For, 78,650 Votes Withheld Craig N. Johnson 7,404,977 Votes For, 82,512 Votes Withheld Murray K. McComas 7,409,096 Votes For, 78,393 Votes Withheld Thomas P. McKeever 7,394,765 Votes For, 92,724 Votes Withheld Michael J. Samargya 7,400,279 Votes For, 87,210 Votes Withheld Kent R. Sivillo 7,401,734 Votes For, 85,755 Votes Withheld Blair T. Smoulder 7,401,334 Votes For, 86,155 Votes Withheld John E. Zawacki 7,401,963 Votes For, 85,526 Votes Withheld Since all of the directors of the Company were elected at the Annual Meeting of Stockholders, there are no directors whose term of office as a director continued after the meeting. (c) The following other matter was voted upon at the meeting, and the following number of affirmative votes and negative votes were cast with respect to such matter: The reappointment by the Company's Board of Directors of the firm of Ernst & Young LLP. as independent certified public accountants to examine the financial statements and perform the annual audit of the Company for the year ending December 31, 1999 was ratified. This matter received 7,473,798 affirmative votes, 7,484 negative votes and 6,207 votes withheld. PART II. OTHER INFORMATION - Continued BLAIR CORPORATION AND SUBSIDIARY June 30, 1999 Item 5. Other Information ----------------- The company filed a Registration Statement on Form S-8 on August 3, 1999 registering 60,150 shares of the Company's Common Stock which was offered for purchase on August 4, 1999 to selected employees of the Company under and in accordance with the Company's Employee Stock Purchase Plan. Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits -------- None (b) Reports on Form 8-K -------------------- The Company (Registrant) filed a Form 8-K on April 14, 1999. Per "Item 5. Other Events" of the Form 8-K, the Registrant announced that it had repurchased 100,000 shares of the Common Stock of the Registrant. The Company (Registrant) filed a Form 8-K on May 20, 1999. Per "Item 5. Other Events" of the Form 8-K, the Registrant announced that it had repurchased 156,220 shares of the Common Stock of the Registrant. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BLAIR CORPORATION ----------------------------------- (Registrant) Date August 12, 1999 By KENT R. SIVILLO - ----------------------- ------------------------------------ Kent R. Sivillo Vice President and Treasurer (Principal Financial Officer) EX-27 2 FDS 2ND QUARTER FILING 1999
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BLAIR CORPORATION'S 6/30/99 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH SECOND QUARTER, 1999 10-Q FILING FOR BLAIR CORPORATION. 0000071525 BLAIR CORPORATION 6-MOS DEC-31-1999 JUN-30-1999 9,798,959 0 150,072,808 33,324,513 83,668,317 260,135,867 104,885,642 57,963,870 307,870,898 58,350,930 0 0 0 419,810 217,911,158 307,870,898 255,453,945 274,780,665 130,930,219 263,199,924 0 9,937,556 1,705,929 11,580,741 4,261,000 7,319,741 0 0 0 7,319,741 .87 .87 AMOUNT REPRESENTS NET ACCOUNTS RECEIVABLE. AMOUNT INCLUDES ADDITIONAL PAID-IN CAPITAL, RETAINED EARNINGS, TREASURY STOCK, AND THE EMPLOYEE STOCK PURCHASE PLAN RECEIVABLE.
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