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, 1997 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, 1997 - 2,560,000 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, 1997 and January 31, 1997 2 Condensed Consolidated Statements of Income and Retained Earnings - Three Months and Six Months Ended July 31, 1997 and 1996 3 Condensed Consolidated Statements of Cash Flows - Six Months Ended July 31, 1997 and 1996 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, 1997. The results of operations for the three month and six month periods ended July 31, 1997 and 1996 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 1997 1997 Current Assets: Cash $273,314 $504,940 Accounts receivable-trade, net of allowance for doubtful accounts of $170,000 at July 31, 1997 and $150,000 at January 31, 1997 5,878,265 5,893,594 Inventories 11,190,480 9,894,156 Deferred income taxes 469,000 469,000 Other current assets 249,497 176,901 ---------- --------- Total current assets 18,060,556 16,938,591 Property and equipment, net of accumulated depreciation of $1,939,000 at July 31, 1997 and $1,763,000 at January 31, 1997 1,182,753 989,667 Excess of cost over fair value of net assets acquired, net of accumulated amortization of $208,000 at July 31, 1997 and $198,000 at January 31, 1997 337,123 347,116 Mortgage receivable 136,817 140,298 Other assets 224,550 157,444 -------- -------- $19,941,799 $18,573,116 ======================== LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $2,638,658 $2,534,999 Current portion of long-term liabilities 50,000 50,000 Accrued expenses and other current liabilities 579,837 335,314 --------- ------- Total current liabilities 3,268,495 2,920,313 --------- --------- Long-term liabilities 5,810,789 5,745,789 --------- --------- Deferred income taxes 82,000 82,000 --------- --------- 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; 2,560,000 and 2,550,000 shares issued and outstanding at July 31, 1997 and January 31, 1997, respectively 25,600 25,500 Additional paid in capital 5,995,501 5,981,226 Retained earnings 4,759,414 3,818,288 --------- --------- Total stockholders' equity 10,780,515 9,825,014 ---------- --------- $19,941,799 $18,573,116 =========== ============ See notes to condensed consolidated financial statements. LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) THREE MONTHS ENDED SIX MONTHS ENDED July 31, July 31, 1997 1996 1997 1996 Net Sales $11,935,248 $10,129,252 $23,948,877 $20,670,914 Cost of Goods Sold 9,405,193 8,376,062 19,112,831 16,817,937 --------------------------------------------------- Gross Profit 2,530,055 1,753,190 4,836,046 3,852,977 Operating expenses 1,622,410 1,320,736 3,072,819 2,629,508 ------------------------------------------------- Income from Operations 907,645 432,454 1,763,227 1,223,469 Other Income/ (Expense) 12,477 11,723 28,442 26,980 Interest Expense (105,345) (132,479) (206,200) (254,926) ------------------------------------------------- Income before income taxes 814,777 311,698 1,585,469 995,523 Provision for income taxes 344,343 122,000 644,343 388,000 ------------------------------------------------ Net Income 470,434 189,698 941,126 607,523 Retained Earnings at Beginning of Period 4,288,980 3,172,817 3,818,288 2,754,992 ------------------------------------------------ Retained Earnings at End of Period $4,759,414 $3,362,515 $4,759,414 $3,362,515 ================================================== Net income per common share $.18 $.07 $.36 $.23 ================================================== Average number of common shares outstanding 2,626,013 2,611,205 2,615,683 2,613,334 ================================================= See notes to condensed consolidated financial statements. LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) SIX MONTHS ENDED July 31, 1997 1996 Cash Flows from Operating Activities: Net Income $941,126 $607,523 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 166,274 166,265 Decrease (increase) in accounts receivable 15,329 222,767 Decrease (increase) in inventories (1,296,324) (376,118) Decrease (increase) in other current assets (72,596) 128,541 Decrease (increase) in other assets (63,625) 26,872 Increase (decrease) in accounts payable, accrued expenses and other current liabilities 363,182 (1,087,194) -------- ----------- Net cash (used in) provided by operating activities 53,366 (311,344) Cash Flows from Investing Activities: Purchases of property and equipment (349,367) (149,406) Cash Flows from Financing Activities: Proceeds from exercise of options 14,375 - Net borrowings (reduction) under line of credit agreement 50,000 412,500 ------------------------- Net decrease in cash (231,626) (48,250) Cash at beginning of period 504,940 364,640 ------------------------- Cash at end of period $273,314 $316,390 ========================== 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, 1997 1997 Raw materials $2,560,956 $2,669,254 Work in process 4,509,432 3,124,141 Finished goods 4,120,092 4,100,761 ------------------------------- $11,190,480 $9,894,156 =============================== 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, 1997 and 1996 is based on the weighted average number of common shares outstanding and common share equivalents. C. Revolving Credit Facility: At July 31, 1997, the balance outstanding under the Company's secured revolving credit facility amounted to $5,450,000. The Company was in compliance with all loan covenants at July 31, 1997. This facility is collateralized by the Company's inventory and accounts receivable and has been extended to expire on February 28, 1999. Interest charges under this credit facility are calculated on various optional formulas using the prime rate, LIBOR, banker's acceptances and letters of credit. D New Accounting Pronouncement: In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings Per Share", which is effective for financial statements for both interim and annual periods ending after December 15, 1997. Early adoption of the new standard is not permitted. The new standard eliminates primary and fully diluted earnings per share and requires presentation of basic and diluted earnings per share together with disclosure of how the per share amounts were computed. Basic earnings per share exclude dilution and are computed by dividing income available to common shareholders by the weighted-average common shares outstanding for the period. Diluted earnings per share reflect the weighted-average common shares outstanding, plus the potential dilutive effect of options which are convertible to common shares. The effect of adopting this new standard has not been determined. LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 2. Six months ended July 31, 1997 compared to the six months ended July 31, 1996. Net sales for the six month period ended July 31, 1997 increased $3,278,000 or 15.9% to $23,949,000 from $20,671,000 reported for the six month period ended July 31, 1996. Increased unit shipments of various protective garment products is the principal reason for this upward movement in sales. This industry, however, continues to be highly competitive. Gross profit as a percentage of net sales increased to 20.2% for the six month period ended July 31, 1997 from 18.6% reported for the corresponding period of the prior year, principally due to increased sales volume and not having to meet competitive pricing on the most popular disposable products. Operating expenses as a percentage of net sales remained constant at 12.8% for the six month period ended July 31, 1997 from 12.7% for the corresponding period of the prior year, as the increase in operating expenses was consistent with the increase in sales. Interest expense decreased as aggregate borrowings decreased during the current year six month period. As a result of the foregoing, operating results increased to a net income of $941,000 for the six month period ended July 31, 1997 from net income of $608,000 for the six month period ended July 31, 1996. Three months ended July 31, 1997 compared to the three months ended July 31, 1996. Net sales for the three month period ended July 31, 1997 increased $1,806,000 or 17.8% to $11,935,000 from $10,129,000 reported for the three month period ended July 31, 1996. Increased unit shipments of various protective garment products is the principal reason for this upward movement in sales. This industry, however, continues to be highly competitive. Net sales decreased .65% during the quarter ended July 31, 1997 as compared to the immediate preceding quarter. Gross profit as a percentage of net sales increased to 21.2% for the three month period ended July 31, 1997 from 17.3% reported for the corresponding period of the prior year, principally due to not having to meet competitive pricing on the most popular disposable products and market stabilization. Operating expenses as a percentage of net sales increased modestly to 13.59% for the three month period ended July 31, 1997 from 13.04% for the corresponding period of the prior year, as operating expenses increased in proportion to the volume increase. Interest expense decreased as aggregate borrowings decreased during the current year three month period. As a result of the foregoing, operating results increased to a net income of $470,000 for the three month period ended July 31, 1997 from net income of $190,000 for the three month period ended July 31, 1996. 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 $8 million facility with its Bank. This facility has been extended to mature on February 28, 1999. 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, 1997 balance sheet shows a strong current ratio and working capital position and management believes that its positive financial position, together with this 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, 1997. 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 5, 1997 /s/ --------------------- Raymond J. Smith, President and Chief Executive Officer Date: September 5, 1997 /s/ ----------------------- James M. McCormick, Vice President and Treasurer (Principal Accounting Officer)