ITEM 1. BUSINESS
(A) GENERAL.
Blair Corporation (the "Company") was founded in 1910 by John L. Blair, Sr., and was incorporated in 1924 under the laws of the state of Delaware. The Company's business consists of the sale of fashion apparel for men and women, plus a wide range of home products, primarily through direct mail merchandising. The Company operates two retail stores, one in Pennsylvania and one in Delaware, and two outlet stores in Pennsylvania. The Company employs over 2,200 people.
(B) INFORMATION REGARDING INDUSTRY SEGMENTS.
The Company's business consists of only one industry segment, which is the retail and direct mail merchandising of men's and women's fashion apparel and home products.
(C) DESCRIPTION OF BUSINESS.
The Company markets a wide range of merchandise, manufactured by a number of independent suppliers, both domestic and foreign. Most of these suppliers have been associated with the Company for many years and manufacture products based upon the Company's specifications. Suppliers are chosen by the Company in accordance with their ability to produce high quality products in a cost-effective manner.
Historically, the Company has marketed its products by mailing letters and color folders depicting the current styles of womenswear (such as coordinates, dresses, tops, pants, skirts, lingerie, sportswear, suits, jackets, outerwear, and shoes); menswear (such as suits, shirts, outerwear, active wear, slacks, shoes, and accessories); and home products (such as bedspread ensembles, draperies, furniture covers, area rugs, bath accessories, kitchenware, tools, electronics, and exercise and personal care items) directly to existing and prospective customers. Media and co-op prospect advertising programs are used extensively and are essential components of the Company's customer acquisition strategy. In 1993, the Company tested a catalog format to market its home products and other non-apparel merchandise, which was well received by its existing customer base. The success of the Company's pilot home products catalog mailing prompted the Company to successfully expand its distribution in 1994.
All orders for merchandise are received and processed at the Company's corporate offices in Warren, Pennsylvania. All mailings originate from the Company's Mailing Center and orders are filled and mailed from the Company's Distribution Center, both in nearby Irvine, Pennsylvania. The Company serves customers throughout the fifty states.
The Company's outlet stores enable it to more efficiently promote and liquidate discontinued, overstock and returned merchandise. The Delaware retail store is the first Company facility to be located outside of its home state of Pennsylvania, and represents the Company's growing market and expanding customer base.
The Company considers its merchandise to be low/medium-priced and competes for sales with other direct mail businesses, retail department stores, specialty shops, and discount store chains. The Company competes based on its sales expertise, customer service, pricing, customer credit privileges, and diverse product mix.
During 1994, the Company continued its efforts to broaden its customer information systems. Several database models were rewritten to enhance its ability to market to both customer files and prospect files, including the use of new data and analysis techniques.
(D) FOREIGN OPERATIONS AND EXPORT SALES.
The Company does not derive any revenue from sales of merchandise outside of the United States.
ITEM 2.
ITEM 2. PROPERTIES
The Company owns the following properties:
1. Blair Headquarters (220 Hickory Street, Warren, Pennsylvania)--a 284,000 square foot multi-story brick facility containing the Company's corporate offices and Accounting, Advertising, Electronic Data Processing, Human Resources, Merchandise, Order Handling and Planning departments.
2. Blair Distribution Center (Route 62, Irvine, Pennsylvania)--a 477,800 square foot cement block and sheet metal warehouse and distribution facility.
3. Blair Mailing Center (Route 62, Irvine, Pennsylvania)--a 293,400 square foot cement block and sheet metal mailing facility.
4. Blair Warehouse Outlet (Route 62, Starbrick, Pennsylvania)--a 53,250 square foot metal warehouse outlet facility.
5. Blair Warehouse Outlet (Millcreek Mall, Erie, Pennsylvania)--a 36,000 square foot block and brick warehouse outlet facility.
6. Bell Warehouse Building (Liberty Street, Warren, Pennsylvania)--a 9,000 square foot metal warehouse facility.
7. Starbrick Warehouse Building (Route 62, Starbrick, Pennsylvania)--a 12,000 square foot metal warehouse facility.
The Company leases a 13,000 square-foot retail store facility near Wilmington, Delaware, and a 30,000 square-foot metal warehouse facility in Starbrick, Pennsylvania. In addition, the Company's wholly-owned subsidiary, Blair Holdings, Inc., leases approximately 600 square feet of office space in Newark, Delaware, which it uses as its principal office. Management believes that these properties are capable of meeting the Company's anticipated needs for the foreseeable future.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to page 14 of the Company's 1994 Annual Report to Stockholders.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated by reference to page 14 of the Company's 1994 Annual Report to Stockholders.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item is incorporated by reference to page 15 and 16 of the Company's 1994 Annual Report to Stockholders.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to pages 7 through 17 of the Company's 1994 Annual Report to Stockholders.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Information regarding directors and executive officers of the Company appearing under the caption "Election of Directors" in the Company's Proxy Statement for the 1995 Annual Meeting of Stockholders (the "1995 Proxy Statement") is hereby incorporated by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information appearing under the caption "Executive Compensation" in the 1995 Proxy Statement is hereby incorporated by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information setting forth the security ownership of certain beneficial owners and management appearing under the captions "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management" in the 1995 Proxy Statement is hereby incorporated by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 10-K
(A) EXHIBITS AND FINANCIAL STATEMENTS AND SCHEDULES.
(1) Financial Statements. The Company's consolidated financial statements to be included in Part II, Item 8 are incorporated herein by reference to the Company's 1994 Annual Report to Stockholders, a copy of which accompanies this report on Form 10-K.
(2) Financial Statement Schedules. SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS is being filed as part of this report on Form 10-K, and should be read in conjunction with the consolidated financial statements of the Company described in Item 14(a)(1) above.
(3) List of Exhibits.
3(i) Certificate of Incorporation of the Company
3(ii) Bylaws of the Company
11 Computation of Earnings per Share (incorporated by reference to page 7 of the 1994 Annual Report to Stockholders)
*13 1994 Annual Report to Shareholders
21 Subsidiaries of Registrant
*23 Consents of Experts and Counsel
*27 Financial Data Schedule
(B) REPORTS ON FORM 8-K.
The registrant has filed no forms 8-K during the quarter ended December 31, 1994.
(C) EXHIBITS.
All exhibits listed above were previously filed with the Commission, except for those marked with an asterisk, which are being filed with this Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Annual Report on Form 10-K Item 14(a) (1) and (2), and (d)
List of Financial Statements and Financial Statement Schedules
Blair Corporation and Subsidiary Warren, Pennsylvania
Year ended December 31, 1994
Blair Corporation and Subsidiary List of Financial Statements and Financial Statement Schedules
Form 10-K--Item 14(a) (1) and (2), and (d)
The following consolidated financial statements of Blair Corporation, included in the annual report of the registrant to its stockholders for the year ended December 31, 1994, are incorporated by reference in Item 8:
-- Consolidated Balance Sheets--December 31, 1994 and 1993
-- Consolidated Statements of Income--Years ended December 31, 1994, 1993 and
-- Consolidated Statements of Stockholders' Equity--Years ended December 31, 1994, 1993 and 1992
-- Consolidated Statements of Cash Flows--Years ended December 31, 1994, 1993 and 1992 -- Notes to Consolidated Financial Statements--December 31, 1994
The following financial statement schedule of Blair Corporation is included in Item 14(d):
-- Schedule II--Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
Blair Corporation and Subsidiary Schedule II Valuation and Qualifying Accounts December 31, 1994
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Note (A)--Current year provision for doubtful accounts, charged against income.
Note (B)--Accounts charged off.
Note (C)--Sales value of merchandise returned.