UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended July 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number: 0-15535
LAKELAND INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in it's charter)
Delaware 13-3115216
- --------------------------------------------------------------------------------
(State of incorporation) (IRS Employer
Identification Number)
711-2 Koehler Avenue, Ronkonkoma, New York 11779
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(516) 981-9700
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Common Stock, $.01 par value, outstanding at September 11, 1998 -
2,656,300 shares.
<PAGE>
LAKELAND INDUSTRIES, INC.
AND SUBSIDIARIES
FORM 10-Q
The following information of the Registrant and its subsidiaries is
submitted herewith:
PART I - FINANCIAL INFORMATION:
Item 1. Financial Statements:
Introduction
Condensed Consolidated Balance Sheets - July 31, 1998 and January 31,
1998
Condensed Consolidated Statements of Income - Three Months and Six
Months Ended July 31, 1998 and 1997
Condensed Consolidated Statement of Stockholders' Equity for the Six
Months Ended July 31, 1998
Condensed Consolidated Statements of Cash Flows - Six Months Ended
July 31, 1998 and 1997
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II - OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE>
LAKELAND INDUSTRIES, INC.
AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Introduction
The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission and reflect all adjustments which are, in
the opinion of management, necessary to present fairly the consolidated
financial information required therein. Certain information and note disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading. It is suggested that
these financial statements be read in conjunction with the consolidated
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission for the
year ended January 31, 1998.
The results of operations for the three-month and six-month periods ended
July 31, 1998 and 1997 are not necessarily indicative of the results to be
expected for the full year.
CAUTIONARY STATEMENTS
This report may include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements are all statements other than
statements of historical fact included in this report, including, without
limitation, the statements under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position and liquidity, the Company's strategic
alternatives, future capital needs, development and capital expenditures
(including the amount and nature thereof), future net revenues, business
strategies, and other plans and objectives of management of the Company for
future operations and activities.
Forward-looking statements are based on certain assumptions and analyses
made by the Company in light of its experience and its perception of historical
trends, current conditions, expected future developments and other factors it
believes are appropriate under the circumstances. These statements are subject
to a number of assumptions, risks and uncertainties, and factors in the
Company's other filings with the Securities and Exchange Commission (the
"Commission"), general economic and business conditions, the business
opportunities that may be presented to and pursued by the Company, changes in
law or regulations and other factors, many of which are beyond the control of
the Company. Readers are cautioned that these statements are not guarantees of
future performance, and the actual results or developments may differ materially
from those projected in the forward-looking statements. All subsequent written
and oral forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by these
cautionary statements.
<PAGE>
<TABLE>
<CAPTION>
LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
July 31, January 31,
ASSETS 1998 1998
----------- -----------
<S> <C> <C>
Current Assets:
Cash and cash equivalents .............................. $ 1,246,879 $ 222,700
Accounts receivable, net of allowance for
doubtful accounts of $200,000 at July 31, 1998 and
$203,000 at January 31, 1998 .......................... 6,963,128 6,953,538
Inventories ............................................ 16,659,745 15,858,052
Deferred income taxes .................................. 511,000 511,000
Other current assets ................................... 465,301 364,697
----------- -----------
Total current assets .......................... 25,846,053 23,909,987
Property and equipment, net of accumulated
depreciation of $2,391,000 at July 31, 1998
and $2,164,000 at January 31, 1998 ................... 1,268,234 1,392,346
Excess of cost over fair value of net assets
acquired, net of accumulated amortization
of $226,000 at July 31, 1998 and
$218,000 at January 31, 1998 ......................... 318,792 327,120
Other assets ........................................... 158,853 182,412
----------- -----------
$27,591,932 $25,811,865
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable ....................................... $ 1,471,044 $ 4,294,241
Current portion of long-term liabilities ............... 50,000 50,000
Accrued expenses and other current liabilities ......... 673,256 662,330
----------- -----------
Total current liabilities ......................... 2,194,300 5,006,571
Long-term liabilities .................................. 12,354,539 9,216,669
Deferred income taxes .................................. 71,000 71,000
Commitments and Contingencies
Stockholders' Equity
Preferred stock, $.01 par;
1,500,000 shares authorized; none issued
Common stock, $.01 par; 10,000,000 shares authorized;
2,650,045 and 2,610,472 shares issued and outstanding
at July 31, 1998 and January 31, 1998, respectively .. 26,500 26,105
Additional paid-in capital ............................. 6,173,832 6,073,358
Retained earnings ...................................... 6,771,761 5,418,162
----------- -----------
Total stockholders' equity ........................ 12,972,093 11,517,625
----------- -----------
$27,591,932 $25,811,865
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
July 31, July 31,
------------------------------ ------------------------------
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Sales ................................. $ 13,854,419 $ 11,935,248 $ 29,896,116 $ 23,948,877
Cost of Goods Sold ........................ 11,013,068 9,405,193 23,876,031 19,112,831
------------ ------------ ------------ ------------
Gross Profit .............................. 2,841,351 2,530,055 6,020,085 4,836,046
Operating Expenses ........................ 1,735,863 1,622,410 3,444,623 3,072,819
------------ ------------ ------------ ------------
Operating Profit .......................... 1,105,488 907,645 2,575,462 1,763,227
Other Income/(Expense), net ............... 9,046 12,477 21,879 28,442
Interest Expense .......................... (207,587) (105,345) (375,742) (206,200)
------------ ------------ ------------ ------------
Income before Income Taxes ................ 906,947 814,777 2,221,599 1,585,469
Provision for Income Taxes ................ 355,000 344,343 868,000 644,343
------------ ------------ ------------ ------------
Net Income ................................ $ 551,947 $ 470,434 $ 1,353,599 $ 941,126
============ ============ ============ ============
Net Income per common share:
Basic ................................ $ .21 $ .18 $ .52 $ .37
============ ============ ============ ============
Diluted .............................. $ .20 $ .18 $ .50 $ .36
============ ============ ============ ============
Weighted average common shares outstanding:
Basic ................................ 2,645,102 2,558,700 2,627,787 2,554,350
============ ============ ============ ============
Diluted .............................. 2,698,514 2,629,652 2,692,720 2,616,204
============ ============ ============ ============
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
Six months ended July 31, 1998
Additional
Common Stock Paid-in Retained
Shares Amount Capital Earnings Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance, January 31, 1998 ......... 2,610,472 $ 26,105 $ 6,073,358 $ 5,418,162 $11,517,625
Exercise of stock options ......... 39,573 395 100,474 100,869
Net income ........................ 1,353,599 1,353,599
---------- ----------- ----------- ----------- -----------
Balance, July 31, 1998 ............ 2,650,045 $ 26,500 $ 6,173,832 $ 6,771,761 $12,972,093
========== =========== =========== =========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
July 31,
1998 1997
----------- -----------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income ........................................................ $ 1,353,599 $ 941,126
Adjustments to reconcile net income to net cash (used in) provided
by operating activities:
Depreciation and amortization ..................................... 235,041 166,274
Decrease (increase) in accounts receivable ........................ (9,590) 15,329
Decrease (increase) in inventories ................................ (801,693) (1,296,324)
Decrease (increase) in other current assets ....................... (100,604) (72,596)
Decrease (increase) in other assets ............................... 23,559 (63,625)
Increase (decrease) in accounts payable, accrued
expenses and other current liabilities .......................... (2,812,271) 363,182
----------- -----------
Net cash (used in) provided by operating
activities ...................................................... (2,111,959) 53,366
Cash Flows from Investing Activities:
Purchases of property and equipment ............................... (102,602) (349,367)
Cash Flows from Financing Activities:
Proceeds from exercise of stock options ........................... 100,869 14,375
Net borrowings (reduction) under line of credit agreement ......... 3,137,871 50,000
----------- -----------
Net cash provided by financing activities ......................... 3,238,740 64,375
----------- -----------
Net increase(decrease) in cash .................................... 1,024,179 (231,626)
Cash and cash equivalents at beginning of period .................. 222,700 504,940
----------- -----------
Cash and cash equivalents at end of period ........................ $ 1,246,879 $ 273,314
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during period for:
Interest ...................................................... $ 300,679 $ 206,200
=========== ===========
Income taxes .................................................. $ 742,185 $ 399,500
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. Business
Lakeland Industries, Inc. and Subsidiaries (the "Company"), a Delaware
corporation, organized in April 1982, is engaged primarily in the
manufacture of disposable and reusable protective work clothing. The
principal market for the Company's products is the United States. No
customer accounted for more than 10% of net sales during the six month
periods ended July 31, 1998 and 1997.
B. Principles of Consolidation
The accompanying condensed consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries, Laidlaw, Adams &
Peck, Inc. (formerly Fireland Industries, Inc.), Lakeland Protective Wear,
Inc. (a Canadian corporation) and Lakeland de Mexico S.A. de C.V. (a
Mexican corporation). All significant intercompany accounts and
transactions have been eliminated.
C. Inventories:
Inventories consist of the following:
<TABLE>
<CAPTION>
July 31, January 31,
1998 1998
---------- ---------
<S> <C> <C>
Raw materials.................. $ 2,522,491 $ 2,672,719
Work-in-process................ 4,259,936 4,168,376
Finished goods................. 9,877,318 9,016,957
---------- ---------
$16,659,745 $15,858,052
=========== ===========
</TABLE>
Inventories are stated at the lower of cost or market. Cost is
determined on the first-in, first-out method.
D. Earnings Per Share:
In fiscal 1998, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 128, "Earnings Per Share", which requires public
companies to present basic earnings per share and , if applicable, diluted
earnings per share. In accordance with SFAS No. 128, all comparative
periods have been restated. Basic earnings per share are based on the
weighted average number of common shares outstanding without consideration
of potential common stock. Diluted earnings per share are based on the
weighted average number of common and potential common shares outstanding.
The calculation takes into account the shares that may be issued upon
exercise of stock options, reduced by the shares that may be repurchased
with the funds received from the exercise, based on the average price
during the period.
<PAGE>
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
July 31, July 31,
------------------------- -------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Numerator
Net income ............................. $ 551,947 $ 470,434 $1,353,599 $ 941,126
========== ========== ========== ==========
Denominator
Denominator for basic earnings per share
(Weighted-average shares) .......... 2,645,102 2,558,700 2,627,787 2,554,350
Effect of dilutive securities:
Stock options ...................... 53,412 70,952 64,933 61,854
---------- ---------- ---------- ----------
Denominator for diluted earnings per share
(adjusted weighted-average shares) and
assumed conversions .................... 2,698,514 2,629,652 2,692,720 2,616,204
========== ========== ========== ==========
Basic earnings per share ........................ $ .21 $ .18 $ .52 $ .37
========== ========== ========== ==========
Diluted earnings per share ...................... $ .20 $ .18 $ .50 $ .36
========== ========== ========== ==========
</TABLE>
E. Revolving Credit Facility:
At July 31, 1998, the balance outstanding under the Company's secured
revolving credit facility amounted to $11,942,412. On May 1, 1998, the facility
credit line was increased from $10 million to $13 million. This facility is
collateralized by substantially all of the assets of the Company, guaranteed by
certain of the Company's subsidiaries and expires on November 30, 1999.
Borrowings under the facility bear interest at a rate per annum equal to the one
month LIBOR or the 30-day commercial paper rate, as defined, plus 1.75%. The
facility requires the Company to maintain a minimum tangible net worth, at all
times.
F. Major Supplier
The Company purchased approximately 75% of its raw materials from one
supplier under licensing agreements during the six month period ended July 31,
1998. The Company expects this relationship to continue for the foreseeable
future. If required, similar raw materials could be purchased from other
sources.
G. New Pronouncement, not yet adopted
In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosure
About Pensions and Other Post-retirement Benefits", which will be effective for
the Company's fiscal year ending January 31, 1999. This statement standardizes
the disclosure requirements for pensions and other post-retirement benefits,
requires additional information on changes in the benefit obligation and fair
values of plan assets and eliminates certain disclosures that are no longer
useful. Adoption of SFAS No. 132 is not expected to have a material effect on
the Company's financial statements.
<PAGE>
LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
ITEM 2.
Six months ended July 31, 1998 compared to the six months ended July 31,
1997.
Net sales for the six month period ended July 31, 1998 increased
$5,947,239 or 24.8% to $29,896,116 from $23,948,877 for the six month period
ended July 31, 1997. The increase in sales was principally attributable to the
Company's ability to increase unit shipments resulting from its ability to
increase its production capacity, maintain higher inventory levels and the
institution of a price increase on its Tyvek(TM) lines on March 1, 1998.
Gross profit for the six months ended July 31, 1998, increased by
$1,184,039 or 24.5% to $6,020,085, or 20.1% of net sales, from $4,836,046 or
20.2% of net sales, for the six months ended July 31, 1997. Gross profit as a
percentage of sales decreased by 0.1% due to a reclassification of expenses
related to the Company's Mexican subsidiary and a portion of its insurance
expenses, formerly recorded in operating expenses, now recorded in Cost of Goods
Sold, partially offset by the price increase described above.
Operating expenses for the six months ended July 31, 1998 increased by
$371,804, or 12.1%, to $3,444,623, or 11.5% of net sales, from $3,072,819, or
12.8% of net sales, for the six months ended July 31, 1997. Operating expenses
as a percentage of net sales decreased to 11.5%, from 12.8% as a result of the
reclassification of expenses described above. The increase in operating expenses
was mainly attributable to greater payroll expenses of $102,673, increased sales
commissions of $173,101 and increased freight out of $22,847.
Net interest expense for the six months ended July 31, 1998 increased
by $169,542, or 82.2% to $375,742 from $206,200 for the six months ended July
31, 1997. The increase in net interest expense was mainly due to higher interest
costs reflecting an increase in average borrowings under the Company's credit
facility, to finance increased inventory levels.
The effective tax rates remained relatively constant, primarily
attributable to the federal statutory rate of 34% increased by state income
taxes and certain operating losses generating no current tax benefit.
As a result of the foregoing, net income for the six months ended July
31, 1998 increased by $412,473 or 44%, to net income of $1,353,599 from net
income of $941,126 for the six months ended July 31, 1997.
Three months ended July 31, 1998 compared to the three months ended July
31, 1997.
Net sales for the three month period ended July 31, 1998 increased
$1,919,171 or 16% to $13,854,419 from $11,935,248 for the three month period
ended July 31, 1997. The increase in sales was principally due to the Company's
ability to increase its production capacity and maintain higher inventory levels
and the institution of a price increase on its Tyvek(TM) lines in March 1, 1998.
<PAGE>
Gross profit for the three months ended July 31, 1998 increased by
$311,296 or 12.3% to $2,841,351 or 20.5% of net sales, from $2,530,055 or 21.2%
of net sales, for the three months ended July 31, 1997. Gross profit as a
percentage of sales decreased by .7% due to a reclassification of expenses
related to the Company's Mexican subsidiary and a portion of its insurance
expenses, now being recorded in Costs of Goods Sold.
Operating expenses for the three months ended July 31, 1998 increased
by $113,453 or 7% to $1,735,863 or 12.5% of net sales, from $1,622,410 or 13.6%
of net sales, for the three months ended July 31, 1997. Operating expenses as a
percentage of net sales decreased to 12.5% from 13.6% as a result of the
reclassification of expenses described above. The increase in operating expenses
was mainly attributable to greater payroll expenses of $1,742 increased sales
commissions of $73,958 and increased freight out of $16,288.
Net interest expense for the three months ended July 31, 1998 increased
by $102,242, or 97.05% from $105,345 for the three months ended July 31, 1997.
The increase in net interest expenses was mainly due to higher interest costs
reflecting an increase in average borrowings under the Company's credit
facility, to finance increased inventory levels.
The effective tax rates remained relatively constant, primarily
attributable to the federal statutory rate of 34% increased by state income
taxes and certain operating losses generating no current tax benefit.
As a result of the foregoing, net income for the three months ended
July 31, 1998 increased by $81,513 or 17.3%, to net income of $551,947 from net
income of $470,434 for the three months ended July 31, 1997.
<PAGE>
LIQUIDITY and CAPITAL RESOURCES
Lakeland has historically met its cash requirements through funds generated
from operations and borrowings under a revolving credit facility. On December
12, 1997, the Company entered into a new $13 million facility (as amended on May
1, 1998) with a financial institution. This facility matures on November 30,
1999. Interest charges under this credit facility are calculated on various
optional formulas using LIBOR or the 30-day commercial paper rates, as defined.
The Company's July 31, 1998 balance sheet shows a strong current ratio and
working capital position and management believes that its positive financial
position, together with its new two-year credit facility will provide sufficient
funds for operating purposes for the next twelve months.
Risks Associated with the Year 2000
The Year 2000 issue is the result of computer programs which were written
using two digits rather than four to define the applicable year. For example,
date-sensitive software may recognize a date using "00" as the Year 1900 rather
than the Year 2000. Such misrecognition could result in system failures or
miscalculations causing disruptions of operations, including, among others, a
temporary inability to process transactions, send invoices or engage in similar
normal business activities.
The Company has substantially completed its program to prepare computer
systems and applications for the Year 2000. The Company expects to incur
additional internal staff costs as well as consulting and other expenses related
to enhancements necessary to complete the systems for the Year 2000. Management
believes that the estimated costs to modify or replace such applications are not
material to the Company.
In addition, the Company has inquired of its major suppliers, including
DuPont, about their progress in identifying and addressing problems related to
the Year 2000. Such suppliers, including DuPont, have informed the Company that
they do not anticipate problems in their business operations due to Year 2000
compliance issues. The Company is currently unable to determine the extent to
which Year 2000 issues will affect its suppliers, or the extent to which it
would be vulnerable to the suppliers' failure to remediate any of their Year
2000 problems. Although no assurance can be given that the Company's major
suppliers' systems will be Year 2000 compliant, the Company believes that the
risk is not significant. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations".
Item 6. Exhibits and Reports on Form 8-K:
a - None
b - No reports on Form 8-K were filed during the three month period
ended July 31, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
LAKELAND INDUSTRIES, INC.
(Registrant)
Date: September 11, 1998 /s/Raymond J. Smith
-------------------
Raymond J. Smith,
President and Chief Executive Officer
Date: September 11, 1998 /s/James M. McCormick
---------------------
James M. McCormick,
Vice President and Treasurer
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-END> JUL-31-1998
<CASH> 1,246,879
<SECURITIES> 0
<RECEIVABLES> 6,963,128
<ALLOWANCES> 0
<INVENTORY> 16,659,745
<CURRENT-ASSETS> 25,846,053
<PP&E> 1,268,234
<DEPRECIATION> 0
<TOTAL-ASSETS> 27,591,932
<CURRENT-LIABILITIES> 2,194,300
<BONDS> 0
0
0
<COMMON> 26,500
<OTHER-SE> 12,945,593
<TOTAL-LIABILITY-AND-EQUITY> 27,591,932
<SALES> 29,896,116
<TOTAL-REVENUES> 29,896,116
<CGS> 23,876,031
<TOTAL-COSTS> 3,444,623
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 375,742
<INCOME-PRETAX> 2,221,599
<INCOME-TAX> 868,000
<INCOME-CONTINUING> 1,353,599
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,353,599
<EPS-PRIMARY> .52
<EPS-DILUTED> .50
</TABLE>
