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, 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 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, 1997 - 2,610,472 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, 1997 and January 31, 1997 2 Condensed Consolidated Statements of Income and Retained Earnings - Three Months and Nine Months Ended October 31, 1997 and 1996 3 Condensed Consolidated Statements of Cash Flows - Nine Months Ended October 31, 1997 and 1996 4 Notes to Condensed Consolidated Financial Statement 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 makethe 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 nine month periods ended October 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) October 31, January 31, ASSETS 1997 1997 Current Assets: Cash $672,958 $504,940 Accounts receivable, net of allowance for doubtful accounts of $204,000 at October 31, 1997 and $150,000 at January 31, 1997 6,235,609 5,893,594 Inventories 14,278,091 9,894,156 Deferred income taxes 469,000 469,000 Other current assets 395,902 176,901 Total current assets 22,051,560 16,938,591 Property and equipment, net of accumulated depreciation of $2,045,000 at October 31, 1997 and $1,763,000 at January 31, 1997 1,363,343 989,667 Excess of cost over fair value of net assets acquired, net of accumulated amortization of $213,000 at October 31, 1997 and $198,000 at January 31, 1997 332,126 347,116 Other assets 122,505 297,742 -------------------------- $23,869,534 $18,573,116 ============================= LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $4,286,693 $2,534,999 Current portion of long-term liabilities 50,000 50,000 Accrued expenses and other current liabilities 611,260 335,314 --------------------------- Total current liabilities 4,947,953 2,920,313 --------------------------- Long-term liabilities 7,623,289 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; 2,610,472 and 2,550,000 shares issued and outstanding at October 31, 1997 and January 31, 1997, respectively 26,105 25,500 Additional paid in capital 6,073,359 5,981,226 Retained earnings 5,116,828 3,818,288 ------------------------------ Total stockholders' equity 11,216,292 9,825,014 ------------------------------ $23,869,534 $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 NINE MONTHS ENDED October 31 October 31 1997 1996 1997 1996 Net Sales $11,092,427 $9,884,564 $35,041,304 $30,555,478 Cost of Goods Sold 8,754,242 8,154,953 27,867,073 24,972,890 Gross Profit 2,338,185 1,729,611 7,174,231 5,582,588 Operating expenses 1,635,451 1,368,192 4,708,270 3,997,700 --------------------------------------------- Income from Operations 702,734 361,419 2,465,961 1,584,888 Other Income/ (Expense) 8,053 11,699 36,495 38,679 Interest Expense (127,374) (135,330) (333,574) (390,256) ---------------------------------------------- Income before income taxes 583,413 237,788 2,168,882 1,233,311 Provision for income taxes 225,999 92,000 870,342 480,000 --------------------------------------------- Net Income 357,414 145,788 1,298,540 753,311 Retained Earnings at Beginning of Period 4,759,414 3,362,515 3,818,288 2,754,992 ----------------------------------------------- Retained Earnings at End of Period $5,116,828 $3,508,303 $5,116,828 $3,508,303 ================================================ Net income per common share $.13 $.06 $.49 $.29 =========================================== Average number of common shares outstanding 2,671,309 2,609,845 2,653,457 2,611,116 ================================================ See notes to condensed consolidated financial statements. LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) NINE MONTHS ENDED October 31, 1997 1996 Cash Flows from Operating Activities: Net Income $1,298,540 $753,311 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 276,505 252,443 Decrease (increase) in accounts receivable (342,015) (26,875) Decrease (increase) in inventories (4,383,935) 754,258 Decrease (increase) in other current assets (219,001) 210,788 Decrease (increase) in other assets 175,237 - Increase (decrease) in accounts payable, accrued expenses and other current liabilities 2,105,140 (1,765,135) -------------------------------------- Net cash provided by (used in) operating activities (1,089,529) 178,790 Cash Flows from Investing Activities: Purchases of property and equipment (635,191) (252,578) Cash Flows from Financing Activities: Proceeds from exercise of options 92,738 - Net borrowings under line of credit agreement 1,800,000 357,701 ----------------------------------- Net increase in cash 168,018 283,913 Cash at beginning of period 504,940 364,640 ----------------------------------- Cash at end of period $672,958 $648,553 ============================== 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, 1997 1997 Raw materials $2,455,886 $2,669,254 Work in process 3,497,771 3,124,141 Finished goods 8,324,434 4,100,761 ------------------------------ $14,278,091 $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 nine month periods ended October 31, 1997 and 1996 is based on the weighted average number of common shares outstanding and common share equivalents. C. Revolving Credit Facility: At October 31, 1997, the balance outstanding under the Company's $8,000,000 secured revolving credit facility amounted to $7,250,000. The Company was in compliance with all loan covenants at October 31, 1997. This Facility is collateralized by the Company's inventories and accounts receivable, expires on February 28, 1999 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. 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. E. Stock Options: During the nine months ended October 31, 1997, an aggregate of 10,000 shares were exercised under the Company's Non-Employee Directors Option Plan by directors and an aggregate of 50,472 shares were exercised under the Company's Incentive and Non-Statutory Stock Option Plan by employees for total cash proceeds $92,738. ITEM 2. LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Nine months ended October 31, 1997 compared to the nine months ended October 31, 1996. Net sales for the nine month period ended October 31, 1997 increased $4,486,000 or 14.7% to $35,041,000 from $30,555,000 reported for the nine month period ended October 31, 1996. Increased unit shipments of various protective garment products is the principle 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 20.5% for the nine month period ended October 31, 1997 from 18.3% reported for the corresponding period of the prior year, principally due to increased sales volume. Operating expenses as a percentage of net sales remained constant at 13.4% for the nine month period ended October 31, 1997 from 13.1% 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 first nine months of the current period. As a result of the foregoing, operating results increased to a net income of $1,299,000 for the nine month period ended October 31, 1997 from net income of $753,000 for the nine month period ended October 31, 1996 or an increase of 72.5%. Three months ended October 31, 1997 compared to the three months ended October 31, 1996. Net sales for the three month period ended October 31, 1997 increased $1,207,000 or 12.2% to $11,092,000 from $9,885,000 reported for the three month period ended October 31, 1996. Increased unit shipments of various protective garment products is the principle reason for this upward movement in sales. This industry, however, continues to be highly competitive. Net sales decreased 7% during the quarter ended October 31, 1997 as compared to the immediate preceding quarter. The third quarter of each fiscal year has historically been the weakest in sales volume, due to the effect that worker vacations and high summer temperatures have on the use of garments during the late summer. Gross profit as a percentage of net sales increased to 21.1% for the three month period ended October 31, 1997 from 17.5% 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 price stabilization. Operating expenses as a percentage of net sales increased modestly to 14.7% for the three month period ended October 31, 1997 from 13.8% for the corresponding period of the prior year, as operating expenses increased at a slightly higher rate than the sales volume increase. Interest expense decreased as aggregate daily borrowings were higher during the prior year three month period. As a result of the foregoing, operating results increased to a net income of $357,000 or 145% increase for the three month period ended October 31, 1997 from net income of $146,000 for the three month period ended October 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 an $8 million facility with its Bank. This facility matures on February 28, 1999. 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, 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 October 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: December 5, 1997 Raymond J. Smith ------------------ Raymond J. Smith, President and Chief Executive Officer Date: December 5, 1997 James M. McCormick ------------------- James M. McCormick (Principal Accounting Officer)