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 October 31, 1995 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 its charter) Delaware 13-3115216 (State of incorporation) (IRS Employer Identification Number) 711-2 Koehler Ave., 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 December 8, 1995 - 2,550,000 shares. 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: Page Introduction 1 Condensed Consolidated Balance Sheets - October 31, 1995 and January 31, 1995 2 Condensed Consolidated Statements of Operations and Retained Earnings - Three Months and Nine Months Ended October 31, 1995 and 1994 3 Condensed Consolidated Statements of Cash Flows - Nine Months Ended October 31, 1995 and 1994 4 Notes to Condensed Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5 PART II - OTHER INFORMATION: Item 6. Exhibits and Reports on Form 8-K None Signatures 7 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 consolidated 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, 1995. The results of operations for the three month and nine month periods ended October 31, 1995 and 1994 are not necessarily indicative of the results to be expected for the full year. LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) October 31, January 31, ASSETS 1995 1995 Current Assets: Cash $170,196 $119,919 Accounts receivables, net of allowance for doubtful accounts of $376,000 at October 31, 1995 and January 31, 1995 4,038,199 4,408,871 Inventories 11,302,946 8,858,298 Deferred income taxes 455,000 455,000 Other current assets 252,982 160,551 ------- ------- Total current assets 16,219,323 14,002,639 Property and equipment, net of accumulated depreciation of $1,380,000 at October 31, 1995 and $1,208,000 at January 31,1995 986,147 691,258 Excess of cost over fair value of net assets acquired, net of accumulated amortization of $217,000 at October 31, 1995 and $195,000 at January 31, 1995 374,434 396,428 Mortgage receivable 149,970 154,437 Other assets 296,493 17,086 ------- ------- $18,026,367 $15,561,848 =========== ========== LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $2,069,811 $2,824,548 Current portion of long-term liabilities 50,000 3,615,873 Accrued expenses and other current liabilities 153,392 372,416 ------- ------- Total current liabilities 2,273,203 6,812,837 --------- --------- Long-term liabilities 6,858,415 440,915 --------- ------- Deferred income taxes 133,000 133,000 ------- ------- 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; 2,550,000 shares issued and outstanding 25,500 25,500 Capital in excess of par value 5,981,226 5,981,226 Retained earnings 2,755,023 2,168,370 --------- --------- Total stockholders' equity 8,761,749 8,175,096 --------- --------- $18,026,367 $15,561,848 =========== =========== See notes to condensed consolidated financial statements. LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (unaudited) THREE MONTHS ENDED NINE MONTHS ENDED October 31 October 31 1995 1994 1995 1994 Net Sales $8,750,887 $8,159,035 $30,168,735 $26,199,088 Cost of Goods Sold 7,048,797 6,364,715 25,106,808 20,949,473 Gross Profit 1,702,090 1,794,320 5,061,927 5,249,615 Operating expenses 1,164,543 1,183,762 3,778,489 3,589,596 --------- --------- --------- --------- Income from Operations 537,547 610,558 1,283,438 1,660,019 Other Income/(Expense) 11,882 3,316 48,184 18,728 Interest Expense (135,103) (82,917) (374,969) (203,880) -------- -------- --------- --------- Income before income taxes 414,326 530,957 956,653 1,474,867 Provision for income taxes 156,000 180,000 370,000 495,000 ------- ------- ------- ------- Net Income 258,326 350,957 586,653 979,867 Retained Earnings at Beginning of Period 2,496,697 1,375,802 2,168,370 746,892 --------- --------- --------- ------- Retained Earnings at End of Period $2,755,023 $1,726,759 $2,755,023 $1,726,759 ========== ========== ========== ========== Income per common and common equivalent share: $.10 $.13 $.22 $.37 ==== ==== ==== ==== Number of common and common equivalent shares outstanding 2,632,009 2,628,650 2,644,940 2,613,278 ========= ========= ========= ========= See notes to condensed consolidated financial statements. LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) NINE MONTHS ENDED October 31, 1995 1994 Cash Flows from Operating Activities: Net Income $586,653 $979,867 Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization 194,162 213,726 Deferred income taxes - (20,000) Decrease (increase) in accounts receivable 370,672 461,229 Decrease (increase) in inventories (2,444,648) (1,905,638) Decrease (increase) in other current assets (92,431) (51,997) Increase (decrease) in accounts payable, accrued expenses and other current liabilities (936,009) 361,352 --------- ------- Net cash (used in) provided by operating activities (2,321,601) 38,539 Cash Flows from Investing Activities: Purchases of property and equipment (467,249) (62,225) Net proceeds from sale of property - 26,602 --------- ------- (467,249) (35,623) Cash Flows from Financing Activities: Proceeds from net borrowing under line of credit agreement 2,839,127 25,271 Net increase in cash 50,277 28,187 Cash at beginning of period 119,919 13,353 ------- ------ Cash at end of period $170,196 $41,540 ======== ======= See notes to condensed consolidated financial statements. LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) A. Inventories: Inventories consist of the following: October 31, January 31, 1995 1995 Raw materials $2,667,739 $3,097,052 Work in process 2,305,819 2,092,028 Finished goods 6,329,388 3,669,218 ------------- ------- - ----- $11,302,946 $8,858,298 ========== ========= Inventories are stated at the lower of cost or market. Cost is determined generally on the first-in, first-out method. B. Earnings Per Common and Common Equivalent Share: Earnings per share for the three and nine month periods ended October 31, 1995 and 1994 is based on the weighted average number of common shares outstanding and common share equivalents. C. Revolving Credit Facility: At October 31, 1995, the balance outstanding under the Company's $8,000,000 secured revolving credit facility amounted to $6,405,000. This Agreement is collateralized by the Company's inventories and accounts receivable, expires on July 31, 1998 and interest charges are calculated on various optional formulas using the prime rate, LIBOR, banker's acceptance and letters of credit. The facility contains restrictive covenants relating to minimum tangible net worth, capital expenditures, current ratio and interest coverage. ITEM 2. LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Nine months ended October 31, 1995 compared to the nine months ended October 31, 1994. Net sales for the nine month period ended October 31, 1995 increased $3,970,000 or 15.2% to $30,169,000 from $26,199,000 reported for the nine month period ended October 31, 1994. Increased prices and unit shipments of various protective garment products are the principal reasons for this upward movement in sales. This industry, however, continues to be highly competitive. Gross profit as a percentage of net sales decreased to 16.8% for the nine month period ended October 31, 1995 from 20% reported for the corresponding period of the prior year, principally due to increased cost of raw materials and the meeting of competitive pricing on the most popular disposable products. Operating expenses as a percentage of net sales decreased to 12.5% for the nine month period ended October 31, 1995 from 13.7% for the corresponding period of the prior year, as sales continue to increase and reduced pension expense. Interest expense increased as borrowings increased during the current year nine month period. As a result of the foregoing, operating results decreased to a net income of $587,000 for the nine month period ended October 31, 1995 from net income of $980,000 for the nine month period ended October 31, 1994. Three months ended October 31, 1995 compared to the three months ended October 31, 1994. Net sales for the three month period ended October 31, 1995 increased $592,000 or 7.3% to $8,751,000 from $8,159,000 reported for the three month period ended October 31, 1994. Increased prices and unit shipments of various protective garment products are the principal reasons for this upward movement in sales. This industry, however, continues to be highly competitive. Net sales decreased 18.7% during the quarter ended October 31, 1995 as compared to the immediate preceding quarter. For the third consecutive year, the third quarter has been the seasonally weakest of the fiscal year. Gross profit as a percentage of net sales decreased to 19.5% for the three month period ended October 31, 1995 from 22.0% reported for the corresponding period of the prior year, principally due to the increased cost of raw materials for the entire quarter, the meeting of competitive pricing on the most popular disposable products and the liquidation of certain disposable and woven cloth products. Operating expenses as a percentage of net sales decreased to 13.3% for the three month period ended October 31, 1995 from 14.5% for the corresponding period of the prior year, as sales continue to increase and expenses decreased 1.6%. Interest expense increased as borrowings increased during the current year three month period. As a result of the foregoing, operating results decreased to net income of $258,000 for the three month period ended October 31, 1995 from net income of $351,000 for the three month period ended October 31, 1994. LIQUIDITY and CAPITAL RESOURCES Lakeland has historically met its cash requirements through funds generated from operations and borrowings under a revolving credit facility. On August 30, 1995, the Company entered into a new $8 million facility with its Bank. This facility matures on July 31, 1998. Interest charges under this credit facility are calculated on various optional formulas using the prime rate, LIBOR, banker's acceptance and letters of credit. The Company's October 31, 1995 balance sheet shows a strong current ratio and working capital position and management believes that its positive financial position, together with this new credit agreement, will provide sufficient funds for operating purposes for the next twelve months. 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 October 31, 1995. 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: December 8, 1995 Raymond J. Smith --------------------- Raymond J. Smith, President and Chief Executive Officer Date: December 8, 1995 James M. McCormick ------------------------- James M. McCormick, Vice President and Treasurer (Principal Accounting Officer)