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, 1996 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 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 September 9, 1996 - 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 - July 31, 1996 and January 31, 1996 2 Condensed Consolidated Statements of Operations and Retained Earnings - Three Months and Six Months Ended July 31, 1996 and 1995 3 Condensed Consolidated Statements of Cash Flows - Six Months Ended July 31, 1996 and 1995 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 6 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 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, 1996. The results of operations for the three month and six month periods ended July 31, 1996 and 1995 are not necessarily indicative of the results to be expected for the full year. LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) July 31, January 31, ASSETS 1996 1996 Current Assets: Cash $316,390 $364,640 Accounts receivable-trade, net of allowance for doubtful accounts of $263,000 at July 31, 1996 and January 31, 1996 4,757,208 4,979,975 Inventories 11,620,359 11,244,241 Deferred income taxes 432,000 432,000 Other current assets 362,235 490,776 --------- --------- Total current assets 17,488,192 17,511,632 Property and equipment, net of accumulated depreciation of $1,596,000 at July 31, 1996 and $1,451,000 at January 31, 1996 1,019,338 1,026,203 Excess of cost over the fair value of net assets acquired, net of accumulated amortization of $239,000 at July 31, 1996 and $223,000 at January 31, 1996 357,110 367,104 Mortgage receivable 143,643 147,921 Other assets 187,278 209,872 ------- ------- $19,195,561 $19,262,732 =========== =========== LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $2,459,972 $3,465,552 Current portion of long-term liabilities 50,000 50,000 Accrued expenses and other current liabilities 296,910 378,524 --------- --------- Total current liabilities 2,806,882 3,894,076 --------- --------- Long-term liabilities 6,904,438 6,491,938 --------- --------- Deferred income taxes 115,000 115,000 --------- --------- 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 3,362,515 2,754,992 --------- --------- Total stockholders' equity 9,369,241 8,761,718 --------- --------- $19,195,561 $19,262,732 =========== =========== See notes to condensed consolidated financial statements. LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (UNAUDITED) THREE MONTHS ENDED SIX MONTHS ENDED July 31, July 31, 1996 1995 1996 1995 Net Sales $10,129,252 $10,757,255 $20,670,914 $21,417,848 Cost of Goods Sold 8,376,062 9,281,383 16,817,937 18,058,011 ---------- --------- ---------- ---------- Gross Profit 1,753,190 1,475,872 3,852,977 3,359,837 Operating expenses 1,320,736 1,235,944 2,629,508 2,613,946 ---------- --------- --------- --------- Income from Operations 432,454 239,928 1,223,469 745,891 Other Income /(Expense) 11,723 13,768 26,980 36,302 Interest Expense (132,479) (126,406) (254,926) (239,866) --------- --------- --------- -------- Income before income taxes 11,698 127,290 995,523 542,327 Provision for income taxes 122,000 49,000 388,000 214,000 -------- ------- ------- ------- Net Income 189,698 78,290 607,523 328,327 Retained Earnings at Beginning of Period 3,172,817 2,418,407 2,754,992 2,168,370 --------- --------- --------- --------- Retained Earnings at End of Period $3,362,515 $2,496,697 $3,362,515 $2,496,697 ========== =========== =========== =========== Income per common and common equivalent share $.07 $.03 $.23 $.12 ==== ==== ==== ==== Number of common and common equivalent shares outstanding 2,611,205 2,631,009 2,613,334 2,633,450 See notes to condensed consolidated financial statements. LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) SIX MONTHS ENDED July 31, 1995 1995 Cash Flows from Operating Activities: Net Income $607,523 $328,327 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 166,265 122,790 Decrease (increase) in accounts receivable 222,767 (203,670) Decrease (increase) in inventories (376,118) (1,236,344) Decrease (increase) in other current assets 128,541 (157,015) Decrease (increase) in other assets 26,872 (31,529) Increase (decrease) in accounts payable, accrued expenses and other current liabilities (1,087,194) 882,629 ----------- ------- Net cash (used in) provided by operating activities (311,344) (294,812) Cash Flows from Investing Activities: Purchases of property and equipment (149,406) (367,645) Cash Flows from Financing Activities: Net borrowings (reduction) under line of credit agreement 412,500 711,541 ------- ------- Net increase (decrease) in cash (48,250) 49,084 Cash at beginning of period 364,640 119,919 ------- ------- Cash at end of period $316,390 $169,003 ======== ======== 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: July 31, January 31, 1996 1996 Raw materials $2,286,202 $2,980,137 Work in process 3,400,362 3,225,272 Finished goods 5,933,795 5,038,832 --------- --------- $11,620,359 $11,244,241 =========== =========== 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 six month periods ended July 31, 1996 and 1995 is based on the weighted average number of common shares outstanding and common share equivalents. C. Revolving Credit Facility: At July 31, 1996, the balance outstanding under the Company's secured revolving credit facility amounted to $6,475,000. The Company was in compliance with all loan covenants at July 31, 1996. This facility is collateralized by the Company's inventory and accounts receivable and expires on July 31, 1998. Interest charges under this credit facility are calculated on various optional formulas using the prime rate, LIBOR, banker's acceptances and letters of credit. LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 2. Six months ended July 31, 1996 compared to the six months ended July 31, 1995. Net sales for the six month period ended July 31, 1996 decreased $747,000 or 3.5% to $20,671,000 from $21,418,000 reported for the six month period ended July 31, 1995. Decreased unit shipments of various protective garment products and a general slowdown in the industry are the principal reasons for this downward movement in sales. This industry, however, continues to be highly competitive. Gross profit as a percentage of net sales increased to 18.6% for the six month period ended July 31, 1996 from 15.7% reported for the corresponding period of prior year, principally due to increased selling prices (commencing with the new year) and not having to meet competitive pricing on the most popular disposable products. Operating expenses as a percentage of net sales increased to 12.7% for the six month period ended July 31, 1996 from 12.2% for the corresponding period of the prior year, as sales decreased coupled with a decrease in the prior year period in the allowance for doubtful accounts and pension expense. Interest expense increased as aggregate borrowings increased during the current year six month period. As a result of the foregoing, operating results increased to a net income of $608,000 for the six month period ended July 31, 1996 from net income of $328,000 for the six month period ended July 31, 1995. Three months ended July 31, 1996 compared to the three months ended July 31, 1995. Net sales for the three month period ended July 31, 1996 decreased $628,000 or 5.8% to $10,129,000 from $10,757,000 reported for the three month period ended July 31, 1995. Decreased unit shipments of various protective garment products is the principal reason for this downward movement in sales. This industry, however, continues to be highly competitive. Net sales decreased 3.9% during the quarter ended July 31, 1996 as compared to the immediate preceding quarter. Gross profit as a percentage of net sales increased to 17.3% for the three month period ended July 31, 1996 from 13.7% reported for the corresponding period of the prior year, principally due to increased selling prices for the entire quarter, not having to meet competitive pricing on the most popular disposable products and the liquidation of certain non- woven protective garment products and woven cloth products affecting the prior year period. Operating expenses as a percentage of net sales increased to 13.04% for the three month period ended July 31, 1996 from 11.5% for the corresponding period of the prior year, as sales decreased coupled with a decrease in the prior year period in the allowance for doubtful accounts and pension expense. Interest expense increased as aggregate borrowings increased during the current year three month period. As a result of the foregoing, operating results increased to net income of $190,000 for the three month period ended July 31, 1996 from net income of $78,000 for the three month period ended July 31, 1995. 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 acceptances and letters of credit. The Company's July 31, 1996 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 July 31, 1996. _________________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, 1996 Raymond J. Smith ----------------- Raymond J. Smith, President and Chief Executive Officer Date: September 11, 1996 James M. McCormick ------------------- James M. McCormick, Vice President and Treasurer (Principal Accounting Officer)