United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Period Ended June 30, 2001 Commission File Number 1-878
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BLAIR CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 25-0691670
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
220 HICKORY STREET, WARREN, PENNSYLVANIA 16366-0001
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(Address of principal executive offices) (Zip Code)
(814) 723-3600
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(Registrant's telephone number, including area code)
Not applicable
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(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
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As of August 10, 2001 the registrant had outstanding 7,970,044 shares of its
common stock without nominal or par value.
PART I. FINANCIAL INFORMATION -2-
ITEM I. FINANCIAL STATEMENTS (UNAUDITED)
BLAIR CORPORATION AND SUBSIDIARIES
June 30, 2001
-3-
CONSOLIDATED BALANCE SHEETS
BLAIR CORPORATION AND SUBSIDIARIES
June 30 December 31
2001 2000
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ASSETS
Current assets:
Cash $ 12,312,666 $ 7,497,907
Customer accounts receivable,
less allowances for doubtful
accounts and returns of $47,190,237
in 2001 and $46,764,673 in 2000 161,304,367 172,393,572
Inventories - Note F
Merchandise 94,400,550 94,912,349
Advertising and shipping supplies 13,527,954 14,660,290
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107,928,504 109,572,639
Deferred income taxes - Note E 12,696,000 11,728,000
Prepaid expenses 1,415,191 958,849
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Total current assets 295,656,728 302,150,967
Property, plant and equipment:
Land 1,142,144 1,142,144
Buildings 64,313,433 64,235,385
Equipment 59,054,606 54,664,689
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124,510,183 120,042,218
Less allowances for depreciation 70,213,340 66,391,927
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54,296,843 53,650,291
Trademarks 665,290 704,894
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TOTAL ASSETS $350,618,861 $356,506,152
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable - Note H $ 50,000,000 $ 25,000,000
Trade accounts payable 42,031,479 76,038,528
Advance payments from customers 2,359,350 2,077,053
Accrued expenses - Note D 11,549,742 14,289,318
Accrued federal and state taxes 3,700,924 929,101
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Total current liabilities 109,641,495 118,334,000
Deferred income taxes - Note E 964,000 1,146,000
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 14,599,554 14,612,333
Retained earnings 270,300,901 267,444,414
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285,320,265 282,476,557
Less 2,105,396 shares in 2001 and
2,106,596 shares in 2000 of
common stock in treasury - at cost 43,189,579 43,218,782
Less receivable from stock plans 2,117,320 2,231,623
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240,013,366 237,026,152
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $350,618,861 $356,506,152
============ ============
See accompanying notes.
CONSOLIDATED STATEMENTS OF INCOME -4-
BLAIR CORPORATION AND SUBSIDIARIES
Three Months Ended Six Months Ended
June 30 June 30
2001 2000 2001 2000
------------ ------------ ------------ ------------
Net sales $164,093,069 $157,063,466 $297,148,214 $287,127,104
Other income - Note G 11,122,746 11,723,180 22,425,685 22,384,000
Interest from tax settlement 4,061,253 -0- 4,061,253 -0-
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179,227,068 168,786,646 323,635,152 309,511,104
Costs and expenses:
Cost of goods sold 78,838,780 77,373,075 143,249,625 141,407,509
Advertising 48,822,315 36,866,122 87,512,602 66,186,189
General and administrative 32,721,729 31,704,364 65,330,117 60,202,267
Provision for doubtful accounts 9,467,386 9,058,607 17,761,407 16,321,068
Interest 736,592 424,108 1,464,081 879,545
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170,586,802 155,426,276 315,317,832 284,996,578
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 8,690,266 13,360,370 8,317,320 24,514,526
Income taxes - Note E 3,211,000 5,074,000 3,070,000 9,290,000
------------ ------------ ------------ ------------
NET INCOME $ 5,479,266 $ 8,286,370 $ 5,247,320 $ 15,224,526
============ ============ ============ ============
Basic and diluted earnings per share - Note C $ .69 $1.04 $ .66 $1.89
===== ===== ===== =====
See accompanying notes.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY -5-
BLAIR CORPORATION AND SUBSIDIARIES
Three Months Ended Six Months Ended
June 30 June 30
2001 2000 2001 2000
------------ ------------ ------------ ------------
Common Stock $ 419,810 $ 419,810 $ 419,810 $ 419,810
Additional paid-in capital:
Balance at beginning of period 14,612,333 14,578,976 14,612,333 14,625,722
Issuance of Common Stock to
non-employee directors (5,871) 441 (5,871) 441
Forfeitures of Common Stock under
Employee Stock Purchase Plan (6,908) (27,035) (6,908) (73,781)
------------ ------------ ------------ ------------
Balance at end of period 14,599,554 14,552,382 14,599,554 14,552,382
Retained Earnings:
Balance at beginning of period 266,017,142 256,880,678 267,444,414 251,163,905
Net income 5,479,266 8,286,370 5,247,320 15,224,526
Cash dividends declared - Note B (1,195,507) (1,198,218) (2,390,833) (2,419,601)
------------ ------------ ------------ ------------
Balance at end of period 270,300,901 263,968,830 270,300,901 263,968,830
Treasury Stock:
Balance at beginning of period (43,218,782) (42,028,258) (43,218,782) (39,829,081)
Purchase of Common Stock for treasury -0- (1,318,943) -0- (3,501,222)
Issuance of Common Stock to
non-employee directors 31,746 22,434 31,746 22,434
Forfeitures of Common Stock under
Employee Stock Purchase Plan (2,543) (7,371) (2,543) (24,269)
------------ ------------ ------------ ------------
Balance at end of period (43,189,579) (43,332,138) (43,189,579) (43,332,138)
Receivable from stock plans:
Balance at beginning of period (2,178,287) (2,333,951) (2,231,623) (2,402,931)
Forfeitures of Common Stock under
Employee Stock Purchase Plan 3,150 11,100 3,150 31,675
Repayments 57,817 51,295 111,153 99,700
------------ ------------ ------------ ------------
Balance at end of period (2,117,320) (2,271,556) (2,117,320) (2,271,556)
------------ ------------ ------------ ------------
TOTAL STOCKHOLDERS' EQUITY $240,013,366 $233,337,328 $240,013,366 $233,337,328
============ ============ ============ ============
See accompanying notes.
-6-
CONSOLIDATED STATEMENTS OF CASH FLOWS
BLAIR CORPORATION AND SUBSIDIARIES
Six Months Ended
June 30
2001 2000
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OPERATING ACTIVITIES
Net income $ 5,247,320 $ 15,224,526
Adjustments to reconcile net income
to net cash (used in) provided by
operating activities:
Depreciation and amortization 3,870,502 2,744,902
Provision for doubtful accounts 17,761,407 16,321,068
Provision for deferred income taxes (1,150,000) (3,847,000)
Compensation expense from stock
awards (net of forfeitures) 19,574 (43,500)
Changes in operating assets and
liabilities (using) providing cash:
Customer accounts receivable (6,672,202) (21,000,720)
Inventories 1,644,135 7,459,110
Prepaid expenses (456,342) (469,804)
Trade accounts payable (34,007,049) (12,565,946)
Advance payments from customers 282,297 1,245,662
Accrued expenses (2,739,576) 1,975,252
Accrued federal and state taxes 2,771,823 8,397,771
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NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (13,428,111) 15,441,321
INVESTING ACTIVITIES
Purchases of property, plant and equipment (4,477,450) (6,211,416)
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NET CASH USED IN INVESTING ACTIVITIES (4,477,450) (6,211,416)
FINANCING ACTIVITIES
Net borrowings (repayments)of bank borrowings 25,000,000 (1,450,000)
Dividends paid (2,390,833) (2,419,601)
Purchase of Common Stock for treasury -0- (3,501,222)
Payments on receivable from
stock plans 111,153 99,700
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NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 22,720,320 (7,271,123)
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INCREASE IN CASH 4,814,759 1,958,782
Cash at beginning of year 7,497,907 1,625,236
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CASH AT END OF PERIOD $ 12,312,666 $ 3,584,018
============ ============
See accompanying notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -7-
BLAIR CORPORATION AND SUBSIDIARIES
June 30, 2001
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Blair
Corporation and its wholly-owned subsidiaries 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, 2001 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2001. 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, 2000.
The consolidated financial statements include the accounts of Blair Corporation
and its wholly-owned subsidiaries. All significant intercompany accounts are
eliminated upon consolidation.
NOTE B - DIVIDENDS DECLARED
2-08-00 $.15 per share 2-09-01 $.15 per share
4-18-00 .15 4-17-01 .15
7-18-00 .15
10-17-00 .15
NOTE C - EARNINGS PER SHARE AND WEIGHTED AVERAGE SHARES OUTSTANDING
Earnings pershare are computed in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings per Share." Basic earnings per share are
computed using the weighted average number of shares of common stock outstanding
during the period. For diluted earnings per share, the weighted average number
of shares includes common stock equivalents related to stock options.
The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share computations required by Statement No. 128:
Three Months Ended Six Months Ended
June 30 June 30
2001 2000 2001 2000
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Numerator:
Net income $ 5,479,266 $ 8,286,370 $ 5,247,320 $15,224,526
Numerator for basic
earnings per share 5,479,266 8,286,370 5,247,320 15,224,526
Numerator for diluted
earnings per share 5,479,266 8,286,370 5,247,320 15,224,526
Denominator:
Denominator for basic
earnings per share:
- Weighted average
shares 7,969,819 7,991,961 7,969,401 8,057,701
Effect of diluted securities:
- Stock options 235 -0- 117 -0-
----------- ----------- ----------- ----------
Denominator for diluted
earnings per share:
- Adjusted weighted
average shares 7,970,054 7,991,961 7,969,518 8,057,701
Basic earnings per share $.69 $1.04 $.66 $1.89
Diluted earnings per share $.69 $1.04 $.66 $1.89
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued -8-
BLAIR CORPORATION AND SUBSIDIARY
June 30, 2001
NOTE D - ACCRUED EXPENSES Accrued expenses consist of:
June 30 December 31
2001 2000
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Employee compensation $ 7,166,756 $ 9,476,660
Contribution to profit sharing
and retirement plan 597,707 2,288,916
Taxes, other than taxes on income 800,329 745,312
Voluntary separation program 1,688,085 -0-
Other accrued items 1,296,865 1,778,430
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$11,549,742 $14,289,318
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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
2001 2000 2001 2000
----------- ----------- ----------- -----------
Currently payable:
Federal $ 4,379,000 $ 7,791,000 $ 4,045,000 $11,817,000
State 375,000 1,081,000 175,000 1,320,000
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4,754,000 8,872,000 4,220,000 13,137,000
Deferred credit (1,543,000) (3,798,000) (1,150,000) (3,847,000)
----------- ----------- ----------- -----------
$ 3,211,000 $ 5,074,000 $ 3,070,000 $ 9,290,000
=========== =========== =========== ===========
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
2001 2000 2001 2000
----------- ----------- ----------- -----------
Statutory rate applied
to pre-tax income $ 3,041,593 $ 4,676,130 $ 2,911,062 $ 8,580,084
State income taxes,
net of federal
tax benefit 115,700 386,100 18,200 692,250
Other items 53,707 11,770 140,738 17,666
----------- ----------- ----------- -----------
$ 3,211,000 $ 5,074,000 $ 3,070,000 $ 9,290,000
=========== =========== =========== ===========
Components of the provision for deferred income tax credit are as follows:
Three Months Ended Six Months Ended
June 30 June 30
2001 2000 2001 2000
----------- ----------- ----------- -----------
Provision for
estimated returns $ 22,000 $ (44,000) $ 891,000 $ 865,000
Provision for doubtful
accounts (345,000) 886,000 145,000 1,741,000
Advertising costs 2,938,000 2,691,000 (60,000) 888,000
Other items - net 139,000 (7,000) 229,000 353,000
Severance (310,000) -0- 645,000 -0-
Inventory Obsolescence (901,000) 272,000 (700,000) 397,000
----------- ----------- ----------- -----------
$ 1,543,000 $ 3,798,000 $ 1,150,000 $ 3,847,000
=========== =========== =========== ===========
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued -9-
BLAIR CORPORATION AND SUBSIDIARY
June 30, 2001
NOTE E - INCOME TAXES - Continued
Components of the deferred tax assets and liability under the liability method
as of June 30, 2001 and December 31, 2000 are as follows:
June 30 December 31
2001 2000
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Current net deferred tax assets:
Doubtful accounts $13,596,000 $13,048,000
Returns allowances 2,389,000 1,498,000
Inventory obsolescence 1,686,000 2,386,000
Inventory costs (2,085,000) (2,085,000)
Vacation pay 1,408,000 1,408,000
Advertising costs (5,071,000) (5,011,000)
Severance costs 645,000 -0-
Other items 128,000 484,000
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$12,696,000 $11,728,000
=========== ===========
Long-term deferred tax liability:
Property, plant and equipment $ 964,000 $ 1,146,000
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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 $6,717,000 at both June 30, 2001
and December 31, 2000.
NOTE G - OTHER INCOME Other income consists of:
Three Months Ended Six Months Ended
June 30 June 30
2001 2000 2001 2000
----------- ----------- ----------- -----------
Finance charges on time
payment accounts $ 9,536,325 $ 9,496,722 $19,324,657 $18,553,286
Commissions earned 1,020,645 1,004,132 1,909,848 1,745,400
Other items 565,776 1,222,326 1,191,180 2,085,314
----------- ----------- ----------- -----------
$11,122,746 $11,723,180 $22,425,685 $22,384,000
=========== =========== =========== ===========
Finance charges on time payment accounts are recognized on an accrual basis of
accounting.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued -10-
BLAIR CORPORATION AND SUBSIDIARIES
June 30, 2001
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. 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, some of which have been amended since November 13,
1998. 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, 2001 and
December 31, 2000, the Company was in compliance with all the agreement's
covenants. At June 30, 2001, the Company had borrowed $50,000,000 all of which
was classified as short term and at December 31, 2000, $25,000,000 all of which
was classified as short term. As of August 10, 2001, the Company's borrowings
outstanding totaled $45,000,000.
NOTE I - NEW ACCOUNTING PRONOUNCEMENTS
Accounting for Derivative Instruments and Hedging Activities The Financial
Accounting Standards Board issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The Company adopted the new statement
effective January 1, 2001. The Company has historically not invested in
derivative instruments, and as a result, the adoption of this statement has had
no impact on the financial statements of the Company.
Revenue Recognition in Financial Statements
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements." This SAB formalizes the SEC's position on application of
revenue recognition rules. SAB No. 101 was adopted by the Company in the
fourth quarter of 2000 and did not have a substantial effect on the Company.
Business Combinations and Goodwill and Other Intangible Assets In June 2001, the
Financial Accounting Standards Board issued Statements of Financial Accounting
Standards No. 141, "Business Combinations," and No. 142, Goodwill and Other
Intangible Assets," effective for fiscal years beginning after December 15,
2001. Under the new rules, goodwill and intangible assets deemed to have
indefinite lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statement. Other intangible assets will
continue to be amortized over their useful lives. The Company will apply the new
rules on accounting for goodwill and other intangible assets beginning in the
first quarter of 2002. It is anticipated that the adoption of this statement
will not have a significant impact on the Company.
NOTE J - VOLUNTARY SEPARATION PROGRAM
In the first quarter of 2001, the Company accrued and charged to expense $2.5
million in separation costs. The costs were charged to General and
Administrative Expense in the income statement. The one-time $2.5 million charge
represents severance pay, related payroll taxes and medical benefits due the 56
eligible employees who accepted the voluntary separation program rather than
relocate or accept other positions in the Company. The program was offered to
eligible employees of the Blair Mailing Center from which the merchandise
returns operations will be relocated and the mailing operations have been
outsourced. As of June 30, 2001, $811,915 of the $2.5 million has been paid.
NOTE K - EMPLOYEE STOCK PURCHASE PLAN
The Company had an Employee Stock Purchase Plan wherein shares of treasury stock
could be issued to certain employees at a price established at the discretion of
the Employee Stock Purchase Plan Committee. In 2001, no stock has been issued
under the Plan and the Plan has been terminated. On July 19, 2000, 31,852 shares
were issued under the Plan.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued -11-
BLAIR CORPORATION AND SUBSIDIARIES
June 30, 2001
NOTE L - OMNIBUS STOCK PLAN
The Company has an Omnibus Stock Plan that gives the Company the ability to
offer a variety of equity based awards to persons who are key to the Company's
growth, development and financial success. Awards are valued in accordance with
the terms and conditions of the Omnibus Stock Plan as determined by the Omnibus
Stock Plan Committee. Non-qualified stock options totaling 90,519 options were
awarded to the executive officers on April 16, 2001. Restricted stock awards
totaling 35,400 shares of treasury stock were issued to certain employees on
July 19, 2000.
NOTE M - 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 N - 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.
NOTE O - RECLASSIFICATIONS
Certain amounts in the prior year financial statements have been reclassified to
conform with the current year presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL -12-
CONDITION AND RESULTS OF OPERATIONS
BLAIR CORPORATION AND SUBSIDIARY
June 30, 2001
Results of Operations
---------------------
Comparison of Second Quarter 2001 and Second Quarter 2000
Net income for the second quarter ended June 30, 2001 was $5,479,266, or $.69
per share, compared to net income of $8,286,370, or $1.04 per share, for the
second quarter ended June 30, 2000. The second quarter of 2001 was impacted by
$4 million of pre-tax interest income resulting from a favorable Internal
Revenue tax settlement. Without the one-time gain in interest income, net income
for the 2001 second quarter would have been $2,920,444, or $.37 per share.
Results for the 2001 second quarter were affected by lower than expected
response rates, uncertain economic conditions and a decrease in consumer
spending. The quarter was also negatively impacted by costs associated with
investments in several growth initiatives including Crossing Pointe, Blair's
men's and women's targeted apparal catalogs and e-commerce. It is expected that
these investments will continue, subject to adjustment, during the remainder of
the year.
Net sales for the second quarter of 2001 increased to a record level and were
4.5% higher than net sales for the second quarter of 2000. Actual response rates
in the second quarter of 2001 were lower than in the second quarter of 2000.
Actual response rates were below expected levels in the second quarter of 2001.
Gross sales revenue generated per advertising dollar decreased approximately 21%
in the second quarter of 2001 as compared to the second quarter of 2000. The
total number of orders shipped decreased while the average order size increased
in the second quarter of 2001 as compared to the second quarter of 2000. The
provision for returned merchandise as a percentage of gross sales increased in
the second quarter of 2001 as compared to the second quarter of 2000.
Other income decreased approximately 5% in the second quarter of 2001 as
compared to the second quarter of 2000. Other income decreased primarily because
the Company has not realized any gain on barter in 2001.
A one-time $4 million interest payment resulting from a favorable Internal
Revenue tax settlement was received at the end of June 2001. The Company also
recovered approximately $9 million in federal income tax refunds from the
settlement.
Cost of goods sold as a percentage of net sales decreased to 48.1% in the second
quarter of 2001 from 49.3% in the second quarter of 2000. The improvement in
cost of goods is attributable to stable or declining product costs and the
Company's efforts to improve gross margins.
Advertising expense in the second quarter of 2001 increased 32% from the second
quarter of 2000. A planned larger advertising effort, a postal rate increase and
new marketing growth initiatives (Crossing Pointe, e-commerce and men's and
women's targeted apparal catalogs) were primarily responsible for the increased
advertising costs in the second quarter of 2001.
The total number of catalog mailings released in the second quarter of 2001 was
38% more than in the second quarter of 2000 (55.9 million vs. 40.6 million).
Print advertising for Crossing Pointe (started in third quarter of 2000) is all
via catalog and is included in the catalog mailings number for the second
quarter of 2001.
The total number of letter mailings released in the second quarter of 2001 was
1% more than in the second quarter of 2000 (31.3 million vs. 30.9 million).
Letter mailings are most productive when targeting the Company's female
customers and, since mid-year 2000, have been used only to promote our women's
apparel lines.
Total volume of the co-op and media advertising programs increased 10% in the
second quarter of 2001 as compared to the second quarter of 2000 (303 million
vs. 275 million).
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL -13-
CONDITION AND RESULTS OF OPERATIONS - Continued
BLAIR CORPORATION AND SUBSIDIARY
June 30, 2001
Results of Operations - Continued
---------------------
Comparison of Second Quarter 2001 and Second Quarter 2000 - Continued
The Company launched e-commerce sites for Crossing Pointe,
www.crossingpointe.com, and the Blair Online Outlet early in the third quarter
of 2000. The Blair website, www.blair.com (including the Online Outlet), was
launched late third quarter/early fourth quarter of 2000. A redesigned
www.blair.com was introduced in the first quarter of 2001 and features improved
navigation and quicker access to our expanded product offerings. The Company has
also launched e-commerce sites for Scandia Woods and Irvine Park, new men's
targeted apparel catalogs. Over $10 million in e-commerce sales were generated
in the first six months of 2001 as compared to $1 million for the first six
months of 2000.
General and administrative expense increased 3.2% in the second quarter of 2001
as compared to the second quarter of 2000. The higher general and administrative
expense in 2001 was primarily attributable to increased depreciation and
amortization.
The provision for doubtful accounts as a percentage of credit sales increased
6.6% in the second quarter of 2001 as compared to the second quarter of 2000.
The estimated provision for doubtful accounts is based on current expectations
(consumer credit and economic trends, etc...), sales mix (prospect/customer) and
current and prior years' experience, especially delinquencies (accounts over 30
days past due) and actual charge-offs (accounts removed from accounts receivable
for non-payment). The estimated bad debt rate used for the second quarter of
2001 was approximately 7% higher than the bad debt rate used in the second
quarter of 2000. The estimated bad debt rate increased primarily due to a larger
credit marketing program to prospects (new customers) and uncertain economic
conditions. At June 30, 2001 the delinquency rate of open accounts receivable
was approximately 2% lower than at June 30, 2000. The delinquency rate for
established credit customers (represents 96.3% of open receivables at June 30,
2001 vs. 95.5% at June 30, 2000) decreased .5%. The charge-off rate for the
second quarter of 2001 was 13.4% more than the charge-off rate for the second
quarter of 2000, primarily due to the expanded credit-marketing program to
prospects. 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 be updated and improved, and, along with
expanding database capabilities, provide valuable credit-marketing
opportunities.
Interest expense increased 74% in the second quarter of 2001 as compared to the
second quarter of 2000. Interest expense results primarily from the Company's
borrowings necessary to finance customer accounts receivable and inventories. At
June 30, 2001, inventories were up 49% and gross customer accounts receivable
were down 1.5% as compared to June 30, 2000.
Income taxes as a percentage of income before income taxes were 36.9% in the
second quarter of 2001 and 38.0% in the second quarter of 2000. The federal
income tax rate was 35% in both years. The decrease in the total income tax rate
was caused by a change in the Company's effective state income tax rate.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL -14-
CONDITION AND RESULTS OF OPERATIONS - Continued
BLAIR CORPORATION AND SUBSIDIARY
June 30, 2001
Results of Operations - Continued
--------------------
Comparison of Six Month Periods Ended June 30, 2001 and June 30, 2000.
Net income for the six months ended June 30, 2001 was $5,247,320, or $.66 per
share, as compared to $15,224,526, or $1.89 per share, for the six months ended
June 30, 2000. Results for the first six months of 2001 were affected by lower
than expected response rates, uncertain economic conditions and a decrease in
consumer spending. The six months of 2001 included $4 million of interest income
resulting from a favorable Internal Revenue tax settlement. The one-time gain in
interest income increased net income for the first six months of 2001 by $2.6
million, $.32 per share. The six months of 2001 also included a $2.5 million
charge attributable to the Company's voluntary separation program. The one-time
charge decreased net income for the first six months of 2001 by $1.5 million,
$.18 per share.
Net sales for the first six months of 2001 increased to a record level and were
3.5% higher than net sales for the first six months of 2000. Actual response
rates in the first six months of 2001 were lower than in the first six months of
2000. Actual response rates were below expected levels in the first six months
of 2001. Gross sales revenue generated per advertising dollar decreased
approximately 22% in the first six months of 2001 as compared to the first six
months of 2000. The total number of orders shipped decreased while the average
order size increased in the first six months of 2001 as compared to the first
six months of 2000. The provision for returned merchandise as a percentage of
gross sales increased in the first six months of 2001 as compared to the first
six months of 2000.
Other income was approximately the same in the first six months of 2001 as
compared to the first six months of 2000. Increased finance charges were offset
by reductions in a number of miscellaneous items, primarily gain on barter.
A one-time $4 million interest payment resulting from a favorable Internal
Revenue tax settlement was received at the end of June 2001. The Company also
recovered approximately $9 million in federal income tax refunds from the tax
settlement.
Cost of goods sold as a percentage of net sales decreased to 48.2% in the first
six months of 2001 from 49.3% in the first six months of 2000. The improvement
in cost of goods is attributable to stable or declining product costs and the
Company's efforts to improve gross margins.
Advertising expense in the first six months of 2001 increased 32% from the first
six months of 2000. A planned larger advertising effort, a postal rate increase
and new marketing growth initiatives (Crossing Pointe, e-commerce and men's and
women's targeted apparel catalogs) were primarily responsible for the increased
advertising costs in the first six months of 2001.
The total number of catalog mailings released in the first six months of 2001
was 42% more than in the first six months of 2000 (92.9 million vs. 65.5
million). Print advertising for Crossing Pointe (started in third quarter of
2000) is all via catalog and is included in the catalog mailings number for the
first six months of 2001.
The total number of letter mailings released in the first six months of 2001 was
10% less than in the first six months of 2000 (48.5 million vs. 54.1 million).
Letter mailings are most productive when targeting the Company's female
customers and, since mid-year 2000, have been used only to promote our women's
apparel lines.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL -15-
CONDITION AND RESULTS OF OPERATIONS - Continued
BLAIR CORPORATION AND SUBSIDIARY
June 30, 2001
Results of Operations - Continued
---------------------
Comparison of Six Month Periods Ended June 30, 2001 and June 30, 2000 -
Continued
Total volume of the co-op and media advertising programs increased 22% in the
first six months of 2001 as compared to the first six months of 2000 (745
million vs. 614 million).
The Company launched e-commerce sites for Crossing Pointe,
www.crossingpointe.com, and the Blair Online Outlet early in the third quarter
of 2000. The Blair website, www.blair.com (including the Online Outlet), was
launched late third quarter/early fourth quarter of 2000. A redesigned
www.blair.com was introduced in the first quarter of 2001 and features improved
navigation and quicker access to our expanded product offerings. The Company has
also launched e-commerce sites for Scandia Woods and Irvine Park, new men's
targeted apparel catalogs. Over $10 million in e-commerce sales were generated
in the first six months of 2001 as compared to $1 million for the first six
months of 2000.
General and administrative expense increased 8.7% in the first six months of
2001 as compared to the first six months of 2000. The higher general and
administrative expense in 2001 was primarily attributable to the one-time $2.5
million charge for the Company's voluntary separation program, and to the costs
associated with e-commerce, Crossing Pointe and recently introduced men's and
women's targeted apparel catalogs. The $2.5 million charge represents the cost
of the severance pay, related payroll taxes and medical benefits due the 56
eligible employees who accepted the voluntary separation program rather than
relocate or accept other positions in the Company. The program was offered to
eligible employees of the Blair Mailing Center from which the merchandise
returns operations will be relocated and the mailing operations have been
outsourced. As of June 30, 2001, $811,915 of the $2.5 million charge has been
paid.
The provision for doubtful accounts as a percentage of credit sales increased
10.4% in the first six months of 2001 as compared to the first six months of
2000. The estimated provision for doubtful accounts is based on current
expectations (consumer credit and economic trends, etc...), sales mix
(prospect/customer) and current and prior years' experience, especially
delinquencies (accounts over 30 days past due) and actual charge-offs (accounts
removed from accounts receivable for non-payment). The estimated bad debt rate
used for the first six months of 2001 was approximately 10% higher than the bad
debts rate used in the first six months of 2000. The estimated bad debt rate
increased primarily due to a larger credit marketing program to prospects (new
customers) and uncertain economic conditions. At June 30, 2001, the delinquency
rate of open accounts receivable was approximately 2% lower than at June 30,
2000. The delinquency rate for established credit customers (represents 96.3% of
open receivables at June 30, 2001 vs. 95.5% at June 30, 2000) decreased .5%. The
charge-off rate for the first six months of 2001 was 23.4% more than the
charge-off rate for the first six months of 2000, primarily due to the expanded
credit-marketing program to prospects. 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 be updated and
improved, and, along with expanding database capabilities, provide valuable
credit-marketing opportunities.
Interest expense increased 66% in the first six months of 2001 as compared to
the first six months of 2000. Interest expense results primarily from the
Company's borrowings necessary to finance customer accounts receivable and
inventories. At June 30, 2001, inventories were up 49% and gross customer
accounts receivable were down 1.5% as compared to June 30, 2000.
Income taxes as a percentage of income before income taxes were 36.9% in the
first six months of 2001 and 37.9% in the first six months of 2000. The federal
income tax rate was 35% in both years. The decrease in the total income tax rate
was caused by a change in the Company's effective state income tax rate.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL -16-
CONDITION AND RESULTS OF OPERATIONS - Continued
BLAIR CORPORATION AND SUBSIDIARY
June 30, 2001
Liquidity and Sources of Capital
--------------------------------
All working capital and cash requirements for the first six months of 2001 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
unsecured Revolving Credit Facility requires the Company to meet certain
covenants, some of which have been amended since November 1998, and the Company
is in compliance with all the covenants. Borrowings outstanding at June 30, 2001
were $50,000,000, all classified as current. Borrowings outstanding at December
31, 2000 were $25,000,000, all classified as current. AS of August 10, 2001, the
Company's borrowings outstanding totaled $45,000,000. The increase in borrowings
in 2001 is primarily attributable to the growth in inventories.
The ratio of current assets to current liabilities was 2.70 at June 30, 2001,
2.55 at December 31, 2000 and 3.84 at June 30, 2000. Working capital increased
$2,198,266 in the first six months of 2001 primarily due to the net income
generated in the second quarter. The 2001 increase was primarily reflected in
increased cash and decreased trade accounts payable more than offsetting
decreased customer accounts receivable and increased notes payable.
Merchandise inventory turnover was 2.4 at June 30, 2001, 2.8 at December 31,
2000 and 3.0 at June 30, 2000. Merchandise inventory as of June 30, 2001
decreased .5% from December 31, 2000 and increased 49% from June 30, 2000.
Inventory levels have increased since June 30, 2000 due to lower than expected
response rates since mid-2000 and the introduction of new catalogs in late 2000
and early 2001. Sales mailings will be increased in the third quarter of 2001 to
help bring inventory levels down.
An operating segment is identified as a component of an enterprise for which
separate financial information is available for evaluation by the chief decision
maker, or decision making group, in deciding on how to allocate resources and
assess performance. The Company operates as one business segment consisting of
four product lines. The fourth product line, Crossing Pointe, was added in the
third quarter of 2000 and is expected to become a significant revenue source
over the next few years. Home Products net sales as a percentage of total net
sales were 13.4% ($39.9 million) in the first six months of 2001 as compared to
14.0% ($40.1 million) in the first six months of 2000. Menswear net sales as a
percentage of total net sales were 18.9% ($56.1 million) as compared to 19.6%
($56.2 million). Womenswear net sales as a percentage of total net sales were
65.5% ($194.6 million) as compared to 66.4% ($190.8 million). Crossing Pointe
net sales as a percentage of total net sales were 2.2 % ($6.5 million) in the
first six months of 2001. Home Products merchandise inventory totaled $11.5
million at June 30, 2001, $17.1 million at December 31, 2000 and $17.0 million
at June 30, 2000. Menswear merchandise inventory was $20.6 million at June 30,
2001, $20.7 million at December 31, 2000 and $13.7 million at June 30, 2000.
Womenswear merchandise inventory was $58.7 million at June 30, 2001, $54.3
million at December 31, 2000 and $31.4 million at June 30, 2000. Crossing Pointe
merchandise inventory was $3.6 million at June 30, 2001, $2.8 million at
December 31, 2000 and $1.2 million at June 30, 2000.
The Company looks upon its credit granting (Blair Credit) as a marketing
advantage. In the early 1990's, the Company started extending revolving credit
to first-time (prospect) buyers. Blair Credit was offered only to established
customers prior to that time. Prospects responded. This led to a broad offering
of pre-approved lines of credit to prospects in 1995 and 1996. Sales, accounts
receivable and bad debts expectedly increased. However, as the receivables aged,
bad debts greatly exceeded expected levels. The Company recognized that it
didn't have all the necessary credit controls in place and put a hold (second
quarter 1996) on pre-approved credit offers and reviewed and strengthened
(mid-1996 and on) credit controls. Blair Credit customers, on average, buy more,
buy more often and are more loyal than cash and credit
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL -17-
CONDITION AND RESULTS OF OPERATIONS - Continued
BLAIR CORPORATION AND SUBSIDIARY
June 30, 2001
Liquidity and Sources of Capital - Continued
--------------------------------
card customers. The benefit from 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 2001, finance
charges were $19.3 million and the provision for doubtful accounts was $17.8
million (net of $1.6 million) as compared to the first six months of 2000,
finance charges were $18.6 million and the provision for doubtful accounts was
$16.3 million (net of $2.2 million). This assessment does not take into
consideration the administrative cost of the credit program (included in general
and administrative expense), the cost of money and the impact on sales. The
Company's gross credit sales decreased approximately 1% in the first six months
of 2001 as compared to the first six months of 2000.
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 $4.5 million during the
first six months of 2001 and $6.2 million during the first six months of 2000.
Capital expenditures had been projected to be $15 million plus for each of the
years 2001 and 2002 and nearly $10 million for 2003. However, capital
expenditures for 2001 will be delayed due to the current economic conditions.
This includes slowing the implementation of the previously announced $23 million
modernization and enhancement of the Company's fulfillment operations. Capital
expenditures for the year 2001 are now projected to be $8 million.
As of the filing date of this report, the Company has not declared a quarterly
dividend that would be payable on September 15, 2001. The dividend declaration
will be considered on August 20, 2001, 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 year 2000,
repurchased a total of 1,620,940 shares of its Common Stock - 864,720 shares
purchased on the open market and 756,220 shares from the Estate of John L.
Blair. In 2000, the Company purchased 268,704 shares on the open market. No
shares have been repurchased in 2001.
Future cash needs will be financed by cash flow from operations, the existing
borrowing arrangement and, if needed, other financing arrangements that may be
available to the Company. The Company intends to renew or replace its current
borrowing arrangement, which expires in November 2001. 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, revised capital spending plans and unplanned capital spending.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL -18-
CONDITION AND RESULTS OF OPERATIONS - Continued
BLAIR CORPORATION AND SUBSIDIARY
June 30, 2001
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, lower
in 1999 than in 1998, again higher in 2000 than in 1999 and stable to declining
at this time. Postal rates increased on January 10, 1999, on January 7, 2001 and
again on July 1, 2001.
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 Pronouncement
------------------------
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 accounting 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. The Company adopted Statement No. 133 effective January 1,
2001. The adoption of Statement No. 133 did not have an impact on the
financial statements of the Company, as the Company has historically not
invested in derivative instruments.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements." Bulletin No. 101 formalizes the SEC's position on application
of revenue recognition rules. The Company adopted Bulletin No. 101 in the
fourth quarter of 2000 and the adoption did not have a substantial effect on
the Company.
In June 2001, Statements of Financial Accounting Standards No. 141, "Business
Combinations", and No. 142, "Goodwill and Other Intangible Assets", were issued.
The Statements are effective for fiscal years beginning after December 15, 2001.
Under the new rules, goodwill and intangible assets deemed to indefinite lives
will no longer be amortized but will be subject to annual impairment tests in
accordance with the Statements. Other intangible assets will continue to be
amortized over their useful lives. The Company will apply the Statements
beginning in the first quarter of 2002. It is anticipated that adoption of these
Statements will not have a significant impact on the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL -19-
CONDITION AND RESULTS OF OPERATIONS - Continued
BLAIR CORPORATION AND SUBSIDIARY
June 30, 2001
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, a declining labor pool, increased competition in the
retail sector, high levels of consumer debt and varying consumer response rates.
The Company's marketing strategy includes targeting customers in the "40 to 60,
low-to-moderate income" market and in the "60+, low-to-moderate income" market.
The "40 to 60" market, is the fastest growing segment of the population. Success
of the Company's marketing strategy requires investment in database management,
financial and operating systems, prospecting programs, catalog marketing, new
product lines, telephone call centers, Internet commerce and fulfillment
capabilities and capacity. Management believes that these investments should
improve Blair Corporation's position in new and existing markets and provide
opportunities for future earnings growth.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
--------------------------------------------------------------------------------
Forward-looking statements in this 10-Q 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.
Words such as "believes," "anticipates," "plans," "expects," and similar
expressions are intended to identify forward-looking statements. Any statements
contained in this report that are not statements of historical fact may be
deemed to be forward-looking statements. Such forward-looking statements are
included in, but not limited to, the following sections of the report.
- The paragraph on the provision for doubtful accounts in the Results of
Operations, Comparison of Second Quarter 2001 and Second Quarter 2000.
- The paragraph on the provision for doubtful accounts in the Results of
Operations, Comparison of Six Month Periods Ended June 30, 2001 and
June 30, 2000.
- The paragraph on merchandise inventory in Liquidity and Sources of
Capital.
- The third sentence (The fourth product line, Crossing Pointe...) of the
paragraph on operating segment in Liquidity and Sources of Capital.
- The paragraph on credit granting as a marketing advantage in Liquidity
and Sources of Capital.
- The paragraph on capital expenditures in Liquidity and Sources of
Capital.
- The paragraph on dividend practice in Liquidity and Sources of Capital.
- The paragraph on future cash needs in Liquidity and Sources of Capital.
- The Impact of Inflation and Changing Prices.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL -20-
CONDITION AND RESULTS OF OPERATIONS - Continued
BLAIR CORPORATION AND SUBSIDIARY
June 30, 2001
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
- Continued
-------------------------------------------------------------------------------
- Future Considerations.
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 -21-
BLAIR CORPORATION AND SUBSIDIARIES
June 30, 2001
ITEM 1. Legal Proceedings
-----------------
The Company is from time to time a party to ordinary routine litigation
incidental to various aspects of its operations. Management is not currently
aware of any litigation that will have a material adverse impact on the
Company's financial condition or results of operations.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
Not Applicable.
Item 3. Defaults Upon Senior Securities
-------------------------------
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
(a) The Company's Annual Meeting of Stockholders was held April 17, 2001.
(b) At the Annual Meeting of Stockholders, all of the Company's
directors were elected at said meeting, as follows:
David A. Blair 6,879,625 Votes For, 97,480 Votes Withheld
Robert W. Blair 6,881,025 Votes For, 96,080 Votes Withheld
Steven M. Blair 6,871,425 Votes For, 105,680 Votes Withheld
Robert D. Crowley 6,880,975 Votes For, 96,130 Votes Withheld
John O. Hanna 6,879,775 Votes For, 97,330 Votes Withheld
Gerald A. Huber 6,874,451 Votes For, 102,654 Votes Withheld
Craig N. Johnson 6,877,461 Votes For, 99,644 Votes Withheld
Murray K. McComas 6,349,512 Votes For, 627,593 Votes Withheld
Thomas P. McKeever 6,875,474 Votes For, 101,631 Votes Withheld
Kent R. Sivillo 6,880,875 Votes For, 96,230 Votes Withheld
Blair T. Smoulder 6,880,848 Votes For, 96,257 Votes Withheld
John E. Zawacki 6,417,139 Votes For, 559,966 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, 2001 was
ratified. This matter received 6,926,080 affirmative
votes, 32,137 negative votes and 18,887 votes withheld.
Item 5. Other Information
-----------------
Not Applicable.
PART II. OTHER INFORMATION -22-
BLAIR CORPORATION AND SUBSIDIARIES
June 30, 2001
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
3.1 Restated Certificate of Incorporation*
3.2 Amended Bylaws of Blair Corporation**
4 Specimen Common Stock Certificate***
11 Statement regarding computation of per share earnings****
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June 30,
2001
------------------
* Incorporated by reference to Exhibit A to the Quarterly Report on Form 10-Q of
the Company filed with the SEC on August 10, 1995 (SEC File No. 1-878).
** Incorporated by reference to Exhibit 4.3 to the Form S-8 Registration
Statement filed with the SEC on July 19, 2000 (SEC File No. 333-41770).
*** Incorporated by reference to Exhibit 4.1 to the Form S-8 Registration
Statement filed with the SEC on July 19, 2000 (SEC File No. 333-41770).
**** Incorporated by reference to Note C of the financial statements included
herein.
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 10, 2001 By KENT R. SIVILL0
--------------------------- -------------------------------
KENT R. SIVILLO
Vice President and Treasurer
(Principal Financial Officer
and Duly Authorized Officer)