-----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, C5U2CMmn+K0H3U7fKvkYkxWgvyYv+521SgdFbcJDTyLVKAGMvPZlQu5enlsSvHE3 aycuMhwPEDYHTVJG+6flHQ== 0000950152-05-006029.txt : 20050720 0000950152-05-006029.hdr.sgml : 20050720 20050720092837 ACCESSION NUMBER: 0000950152-05-006029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050720 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050720 DATE AS OF CHANGE: 20050720 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00878 FILM NUMBER: 05962870 BUSINESS ADDRESS: STREET 1: 220 HICKORY ST CITY: WARREN STATE: PA ZIP: 16366 BUSINESS PHONE: 8147233600 MAIL ADDRESS: STREET 1: 220 HICKORY STREET CITY: WARREN STATE: PA ZIP: 16366 FORMER COMPANY: FORMER CONFORMED NAME: NEW PROCESS CO DATE OF NAME CHANGE: 19890507 8-K 1 j1511601e8vk.txt BLAIR CORPORATION 8-K =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 20, 2005 BLAIR CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------------------------------------------
DELAWARE 001-00878 25-0691670 -------- --------- ---------- (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION) 220 HICKORY STREET, WARREN, PENNSYLVANIA 16366-0001 ---------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (814) 723-3600 NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ------------------------------------------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) =============================================================================== ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On July 20, 2005, Blair Corporation issued a press release announcing its earnings for the three months ended June 30, 2005. The information contained in the press release, which is attached as Exhibit 99.1 to this Form 8-K, is incorporated herein by reference. ITEM 7.01 REGULATION FD DISCLOSURE. The information contained in the attached press releases is furnished pursuant to Item 7.1, "Regulation FD Disclosure." ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. Exhibit 99.1 Press Release, dated July 20, 2005. 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 hereunto duly authorized. Date: July 20, 2005 BLAIR CORPORATION By: /s/ JOHN E. ZAWACKI ------------------------------------- John E. Zawacki President and Chief Executive Officer By: /s/ BRYAN J. FLANAGAN ------------------------------------- Bryan J. Flanagan Senior Vice President and Chief Financial Officer EX-99.1 2 j1511601exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 [BLAIR CORPORATION LOGO] FOR IMMEDIATE RELEASE: CONTACTS: Blair Corporation Carl Hymans Bryan Flanagan, SVP/Chief Financial Officer G.S. Schwartz & Co 814-723-3600 212-725-4500 carlh@schwartz.com BLAIR CORPORATION REPORTS IMPROVED SECOND QUARTER RESULTS AND ANNOUNCES THE COMMENCEMENT OF ITS TENDER OFFER WARREN, Pa., (July 20, 2005) -- Blair Corporation (Amex: BL), (www.blair.com), a national multi-channel direct marketer of women's and men's apparel and home products, today announced results for the second quarter and six months ended June 30, 2005. In addition, Blair today commenced its tender offer to repurchase 4.4 million shares of approximately 8.3 million shares outstanding. Net sales for the second quarter ended June 30, 2005 were $120.8 million compared to $127.0 million reported for the second quarter ended June 30, 2004. Net income for the second quarter ended June 30, 2005 was $6.1 million, or $0.74 per basic and $0.73 per diluted share, compared to $5.0 million, or $0.62 per basic and $0.61 per diluted share, reported for the second quarter last year. Net sales for the six months ended June 30, 2005 were $228.4 million, compared to $255.6 million reported for the first six months ended June 30, 2004. Net income for the six months ended June 30, 2005 was $6.7 million, or $0.82 per basic and $0.81 per diluted share, compared to $5.6 million, or $0.69 per basic and diluted share, reported for the six months last year. The $6.2 million reduction in net sales for the second quarter of 2005 was driven primarily by a decrease of approximately $5.7 million resulting from the previously announced closing of its Crossing Pointe catalog that was completed in March 2005. Net income results for the quarter reflect Blair's continued focus on its core business opportunities and profitability. These initiatives are key elements of Blair's strategic plan to eliminate unprofitable sales and enhance shareholder value. Cost of goods sold as a percentage of net sales for the second quarter of 2005 was 45.5% compared to 45.9% for the second quarter of 2004, reflecting continued success in its efforts to lower overall liquidation costs. Blair also benefited by negotiating lower merchandise cost from its existing vendors. Blair plans to expand its own International Trade Department's product development and sourcing as part of its strategic initiatives to further reduce cost of goods and increase profitability. During the second quarter, Blair announced plans to initiate a stock tender buyback of approximately 4.4 million shares of its outstanding common stock at $42 per share, at an aggregate price of approximately $185 million. The tender will commence today. Blair also recently closed on a $200 million financing from PNC Financial Services Group, Inc., which will be used to finance, in part, the stock tender buyback in conjunction with $40 million of Blair's cash reserves. "Blair intends to pay down this credit facility from PNC with the proceeds received from the previously announced sale of its credit portfolio to Alliance Data Systems Corp. With our tender commencing today, we are confident that the repurchase of more than half of our shares, in conjunction with remaining an independent public company, will maximize future shareholder value," said Bryan Flanagan, senior vice president and Chief Financial Officer. Blair's e-commerce channel generated $48.6 million in gross sales demand in the first six months of 2005, compared to $45.6 million in the first six months of 2004. The year-over-year increase was achieved despite significantly lower Crossing Pointe e-commerce gross sales demand. "The increase in profitability for the second quarter reflects Blair's strategic efforts to focus on its core customer base, lowering overall operating costs and reducing unprofitable sales," said John Zawacki, president and Chief Executive Officer. "Blair is confident that today's tender offer will be a major factor in enhancing shareholder value. We remain committed to increasing profitability and further developing and implementing strategic plans which will enhance our position as the premier direct marketer to value-conscious consumers," Mr. Zawacki concluded. ABOUT BLAIR Headquartered in Warren, Pennsylvania, Blair Corporation sells a broad range of women's and men's apparel and home products through direct mail marketing and its Web sites www.blair.com and www.irvinepark.com. Blair Corporation employs over 2,000 people and operates facilities and retail outlets in Northwestern Pennsylvania as well as a catalog outlet in Wilmington, Delaware. The Company, which has annual sales of approximately $500 million, is publicly traded on the American Stock Exchange (Amex: BL). BLAIR CORPORATION SECURITY HOLDERS ARE ADVISED TO READ BLAIR CORPORATION'S TENDER OFFER STATEMENT WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION REGARDING THE TENDER OFFER. BLAIR CORPORATION WILL NOTIFY ALL OF ITS SECURITY HOLDERS WHEN THE TENDER OFFER STATEMENT BECOMES AVAILABLE. WHEN AVAILABLE, BLAIR CORPORATION SECURITY HOLDERS MAY GET THE TENDER OFFER STATEMENT AND OTHER FILED DOCUMENTS RELATED TO THE TENDER OFFER FOR FREE AT THE U.S. SECURITIES AND EXCHANGE COMMISSION'S WEB SITE (www.sec.gov). IN ADDITION, BLAIR CORPORATION SECURITY HOLDERS MAY REQUEST A FREE COPY OF THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS RELATED TO THE TENDER OFFER FROM BLAIR CORPORATION WHEN AVAILABLE. This release contains certain statements, including without limitation, statements containing the words "believe," "plan," "expect," "anticipate," "strive," and words of similar import relating to future results of the Company (including certain projections and business trends) that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to, changes in political and economic conditions, demand for and market acceptance of new and existing products, as well as other risks and uncertainties detailed in the most recent periodic filings of the Company with the Securities and Exchange Commission. --Financial table follows-- BLAIR CORPORATION COMPARATIVE OPERATING HIGHLIGHTS (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE THREE MONTHS ENDED JUNE 30 ---------------------------------- 2005 2004 ------------- -------------- Net sales $120,835 $ 126,993 Income before income taxes 9,639 8,087 Income taxes 3,575 3,076 Net income 6,064 5,011 Basic / diluted earnings per share $0.74 / $0.73 $0.62 / $0.61 Weighted average basic shares outstanding 8,191,942 8,092,034 Weighted average diluted shares outstanding 8,324,925 8,166,940
FOR THE SIX MONTHS ENDED JUNE 30 -------------------------------- 2005 2004 ------------- -------------- Net sales $ 228,392 $ 255,635 Income before income taxes 10,661 9,007 Income taxes 3,947 3,425 Net income 6,714 5,582 Basic / diluted earnings per share $0.82 / $0.81 $0.69 / $ 0.69 Weighted average basic shares outstanding 8,184,428 8,071,579 Weighted average diluted shares outstanding 8,317,667 8,139,561
SELECTED BALANCE SHEET ITEMS AS OF JUNE 30 ------------------------------------------
2005 2004 ---------- ---------- Customer accounts receivable $ 134,631 $ 146,289 Inventories $ 67,771 $ 76,136 Total assets $ 348,268 $ 339,298 Total liabilities $ 60,044 $ 64,872 Stockholders' equity $ 288,223 $ 274,426 Total liabilities and stockholders' equity $ 348,268 $ 339,298
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