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, 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 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 5, 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 - October 31, 1996 and January 31, 1996 2 Condensed Consolidated Statements of Earnings and Retained Earnings - Three Months and Nine Months Ended October 31, 1996 and 1995 3 Condensed Consolidated Statements of Cash Flows - Nine Months Ended October 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 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, 1996. The results of operations for the three month and nine month periods ended October 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) October 31, January 31, ASSETS 1996 1996 Current Assets: Cash $648,553 $364,640 Accounts receivable, net of allowance for doubtful accounts of $144,000 at October 31, 1996 and $263,000 at January 31, 1996 5,006,850 4,979,975 Inventories 10,489,983 11,244,241 Deferred income taxes 432,000 432,000 Other current assets 279,988 490,776 ------------------------ Total current assets 16,857,374 17,511,632 Property and equipment, net of accumulated depreciation of $1,677,000 at October 31, 1996 and $1,451,000 at January 31, 1996 1,039,869 1,026,203 Excess of cost over fair value of net assets acquired, net of accumulated amortization of $239,000 at October 31, 1996 and $223,000 at January 31, 1996 352,113 367,104 Mortgage receivable 141,987 147,921 Other assets 209,565 209,872 -------------------- $18,600,908 $19,262,732 ========================== LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $1,448,585 $3,465,552 Current portion of long-term liabilities 50,000 50,000 Accrued expenses and other current liabilities 630,356 378,524 Total current liabilities 2,128,941 3,894,076 Long-term liabilities 6,841,938 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 3,508,303 2,754,992 ------------------------- Total stockholders' equity 9,515,029 8,761,718 ----------------------- $18,600,908 $19,262,732 ========================= See notes to condensed consolidated financial statements. LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS (unaudited) THREE MONTHS ENDED NINE MONTHS ENDED October 31 October 31 1996 1995 1996 1995 Net Sales $9,884,564 $8,750,887 $30,555,478 $30,168,735 Cost of Goods Sold 8,154,953 7,048,797 24,972,890 25,106,808 ------------------------------------------- Gross Profit 1,729,611 1,702,090 5,582,588 5,061,927 Operating expenses 1,368,192 1,164,543 3,997,700 3,778,489 --------------------------------------------- Income from Operations 361,419 537,547 1,584,888 1,283,438 Other Income/ Expense) 11,699 11,882 38,679 48,184 Interest Expense (135,330) (135,103) (390,256) (374,969) ------------------------------------------- Income before income taxes 237,788 414,326 1,233,311 956,653 Provision for income taxes 92,000 156,000 480,000 370,000 Net Income 145,788 258,326 753,311 586,653 Retained Earnings at Beginning of Period 3,362,515 2,496,697 2,754,992 2,168,370 ---------------------------------------------- Retained Earnings at End of Period $3,508,303 $2,755,023 $3,508,303 $2,755,023 ============================================= Income per common and common equivalent share: $.06 $.10 $.29 $.22 Number of common and common equivalent shares outstanding 2,609,845 2,631,020 2,611,116 2,640,798 ============================================= See notes to condensed consolidated financial statements. LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited) NINE MONTHS ENDED October 31, 1996 1995 Cash Flows from Operating Activities: Net Income $753,311 $586,653 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 252,443 194,162 Decrease (increase) in accounts receivable (26,875) 370,672 Decrease (increase) in inventories 754,258 (2,444,648) Decrease (increase) in other current assets 210,788 (92,431) Increase (decrease) in accounts payable, accrued expenses and other current liabilities (1,765,135) (936,009) ------------------------ Net cash provided (used in) by operating activities 178,790 (2,321,601) Cash Flows from Investing Activities: Purchases of property and equipment (252,578) (467,249) Cash Flows from Financing Activities: Proceeds from net borrowing under line of credit agreement 357,701 2,839,127 ------------------------------ Net increase in cash 283,913 50,277 Cash at beginning of period 364,640 119,919 --------------------------- Cash at end of period $648,553 $170,196 ============================ 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, 1996 1996 Raw materials $2,276,870 $2,980,137 Work in process 2,747,403 3,225,272 Finished goods 5,465,710 5,038,832 ---------------------------- $10,489,983 $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 nine month periods ended October 31, 1996 and 1995 is based on the weighted average number of common shares outstanding and common share equivalents. C. Revolving Credit Facility: At October 31, 1996, the balance outstanding under the Company's $8,000,000 secured revolving credit facility amounted to $6,400,000. This Facility 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 including 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, 1996 compared to the nine months ended October 31, 1995. Net sales for the nine month period ended October 31, 1996 increased $386,000 or 1.3% to $30,555,000 from $30,169,000 reported for the nine month period ended October 31, 1995. Increased selling prices at the beginning of the fiscal year and an increase in 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 increased to 18.3% for the nine month period ended October 31, 1996 from 16.8% reported for the corresponding period of the prior year, principally due to the industry wide increased selling prices and price stabilization. Operating expenses as a percentage of net sales increased to 13.1% for the nine month period ended October 31, 1996 from 12.5% for the corresponding period of the prior year. Expenses were incurred in a plant relocation and the prior year period included a decrease in pension and bad debt expenses. Interest expense increased as borrowings increased during the current year nine month period. As a result of the foregoing, operating results increased to a net income of $753,000 for the nine month period ended October 31, 1996 from net income of $587,000 for the nine month period ended October 31, 1995. Three months ended October 31, 1996 compared to the three months ended October 31, 1995. Net sales for the three month period ended October 31, 1996 increased $1,134,000 or 13% to $9,885,000 from $8,751,000 reported for the three month period ended October 31, 1995. Increased selling prices and an increase in 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 2.4% during the quarter ended October 31, 1996 as compared to the immediate preceding quarter. For the fourth consecutive year, the third quarter has been the seasonally weakest of the fiscal year. Gross profit as a percentage of net sales decreased to 17.5% for the three month period ended October 31, 1996 from 19.5% reported for the corresponding period of the prior year, due to the meeting of competitive pricing on some products and sales during the quarter of certain disposable products at lower margins. Operating expenses as a percentage of net sales increased to 13.8% for the three month period ended October 31, 1996 from 13.3% for the corresponding period of the prior year. The expense of moving the Company's Missouri facility to a new location was the primary reason for this increase. Interest expense remained steady, even as borrowings increased during the current year three month period, due to lower market rates of interest. As a result of the foregoing, operating results decreased to net income of $146,000 for the three month period ended October 31, 1996 from net income of $258,000 for the three month period ended October 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 acceptance and letters of credit. The Company's October 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 October 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 December 6, 1996 Raymond J. Smith ------------------------ Raymond J. Smith, President and Chief Executive Officer Date: December 6, 1996 James M. McCormick ------------------- James M. McCormick, Vice President and Treasurer (Principal Accounting Officer)