SEC Info - Lakeland Industries Inc. - ‘10-Q’ for 10/31/23

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		Alternative Formats (Word, et al.) Condensed Consolidated Balance Sheets October 31, 2023 and January 31, 2023 Condensed Consolidated Statements of Cash Flows Nine Months Ended October 31, 2023 and 2022 Condensed Consolidated Statements of Comprehensive Income (Loss) Three and Nine Months Ended October 31, 2023 and 2022 Condensed Consolidated Statements of Operations Three and Nine Months Ended October 31, 2023 and 2022 Condensed Consolidated Statements of Stockholders' Equity Three and Nine Months Ended October 31, 2023 and 2022 Controls and Procedures Exhibits Financial Information Financial Statements (Unaudited) Item 1 Item 2 Item 3 Item 4 Item 6 Management's Discussion and Analysis of Financial Condition and Results of Operations Notes to Condensed Consolidated Financial Statements Other Information Part I -- Financial Information Part Ii -- Other Information Quantitative and Qualitative Disclosures About Market Risk Signature Pages Table of Contents Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Part I -- Financial Information
"	Item 1
"	Financial Statements (Unaudited)
"	Condensed Consolidated Statements of Operations Three and Nine Months Ended October 31, 2023 and 2022
"	Condensed Consolidated Statements of Comprehensive Income (Loss) Three and Nine Months Ended October 31, 2023 and 2022
"	Condensed Consolidated Balance Sheets October 31, 2023 and January 31, 2023
"	Condensed Consolidated Statements of Stockholders' Equity Three and Nine Months Ended October 31, 2023 and 2022
"	Condensed Consolidated Statements of Cash Flows Nine Months Ended October 31, 2023 and 2022
"	Notes to Condensed Consolidated Financial Statements
"	Item 2
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 3
"	Quantitative and Qualitative Disclosures About Market Risk
"	Item 4
"	Controls and Procedures
"	Part Ii -- Other Information
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Item 6
"	Exhibits
"	Signature Pages

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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. i Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). i Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes i ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

On May 19, 2023, the Company entered into an agreement with Bodytrak to provide an additional investment up to an aggregate of £1,500,000 ($ i 1.9 million on the date of initial investment) in the form of a secured convertible loan. An initial investment funding of £500,000 ($ i 0.6 million on the date of investment) was made on May 19, 2023. An additional investment funding of £700,000 ($ i 0.9 million on the date of investment) was made on September 8, 2023. The loaned amounts are due twenty-four months from the issue date, which can be extended upon mutual agreement. The convertible note bears interest at either an annual rate of 12% for cash interest or 15% for payment in kind interest on the outstanding amount under the note, such rate being selected by Bodytrak.

The notes can be converted into equity shares of Bodytrak under a number of conditions, including a qualified equity financing as defined in the agreement, a change of control, an IPO, default or conversion at the discretion of the Company and upon the occurrence of the specified event. The convertible note is secured by Bodytrak’s intellectual property.

Bodytrak provides wearable monitoring solutions for customers in industrial health, safety, defense and first responder markets wanting to achieve better employee health and performance. Bodytrak’s solution is provided as a platform as a service (PaaS), delivering real-time data, cloud-based analytics, and hardware that includes a patented earpiece for physiological monitoring and audio communications.

The Company recognized losses of $ i 0.1 and $ i 0.1 million for the three months ended October 31, 2023 and 2022, respectively, and recognized losses of $ i 0.4 million and $ i 0.3 million for the nine months ended October 31, 2023 and 2022, respectively, as the Company’s share of Bodytrak’s net loss. The loss is reflected in other income (expense), net in the consolidated statements of operations.

On December 2, 2022, the Company acquired i 100% of Eagle Technical Products Limited’s (Eagle) common stock in an all-cash transaction valued at $ i 10.5 million, net of net working capital acquired.

Headquartered in Manchester, UK, Eagle is a leading designer and provider of protective apparel to the fire and industrial sectors. Eagle provides differentiated product offerings through its innovative and technical solutions.

Eagle’s operating results are included in our consolidated financial statements from the acquisition date. The acquisition qualified as a business combination and was accounted for using the acquisition method of accounting.

As part of the Eagle acquisition agreement, i the Company agreed to pay an earnout payment equal to the amount by which Eagle’s revenue exceeds 6 million GBP for the period May 1, 2022 through April 30, 2023. The Company also agreed to pay an earnout payment equal to the amount by which Eagle’s revenue exceeds 6.3 million GBP for the period May 1, 2023 through April 30, 2024. The estimated amount of the earnout payment developed using a Monte Carlo simulation included in the preliminary valuation was $3.2 million.

Eagle did not reach the revenue threshold for the period May 1, 2022 through April 30, 2023 and received no payment for that period. Based on the revised i forecast for the period May 1, 2023 through April 30, 2024, the estimated amount of the earnout payment developed using a Monte Carlo simulation is $0.5 million. The adjustment to the accrued earnout payment of $ i 1.5 million was recorded in the quarter ended October 31, 2023 and an adjustment of $ i 2.7 million was recorded in the nine months ended October 31, 2023, and reflected as a reduction in operating expenses.

The following unaudited pro forma information presents our combined results as if the Eagle acquisition had occurred at the beginning of FY22. The unaudited pro forma financial information was prepared to give effect to events that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) expected to have a continuing impact on the combined company's results. There were no material transactions between the Company and Eagle during the periods presented that are required to be eliminated. The unaudited pro forma combined financial information does not reflect cost savings, operating synergies or revenue enhancements that the combined companies may achieve or the costs to integrate the operations or the costs necessary to achieve cost savings, operating synergies or revenue enhancements.

The unaudited pro forma combined financial information is presented for information purposes only and is not intended to represent or be indicative of the combined results of operations or financial position that we would have reported had the acquisition been completed as of the date and for the periods presented and should not be taken as representative of our consolidated results of operations or financial condition following the acquisition. In addition, the unaudited pro forma combined financial information is not intended to project the future results of the combined company.

The unaudited pro forma combined financial information was prepared using the acquisition method of accounting under existing U.S. GAAP. The Company has been treated as the acquirer.

The Company recognized total stock-based compensation costs, which are reflected in operating expenses (in $000’s):

Under the 2017 Plan, as described above, the Company awarded performance-based and service-based shares of restricted stock and restricted stock units to eligible employees and directors. The following table summarizes the activity under the 2017 Plan for the nine months ended October 31, 2023 and 2022. This table reflects the amount of awards granted and the number of shares that would be vested if the Company were to achieve the maximum performance level under the June 2021, April 2022, June 2022 and March 2023 grants.

The actual number of shares of common stock of the Company, if any, to be earned by the award recipients is determined over a three-year performance measurement period based in part on measures that include Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) margin, revenue growth, and free cash flow for the June 2021 grants and revenue growth and EBITDA margin for the April 2022 and June 2022 grants and revenue growth, EBITDA margin and return on invested capital for the March 2023 grants. The performance targets have been set for each of the Minimum, Target, and Maximum levels. The actual performance amount achieved is determined by the Committee and may be adjusted for items determined to be unusual in nature or infrequent in occurrence at the discretion of the Committee.

The compensation cost is based on the fair value at the grant date, recognized over the requisite performance/service period using the straight-line method, and periodically adjusted for the probable number of shares to be awarded. As of October 31, 2023, unrecognized stock-based compensation expense totaled $ i 1.9 million pursuant to the 2017 Plan based on outstanding awards under the 2017 Plan. This expense is expected to be recognized over approximately two years.

On February 17, 2021, the Company’s Board of Directors approved a stock repurchase program under which the Company may repurchase up to $ i 5 million of its outstanding common stock. On July 6, 2021, the Board of Directors authorized an increase in the Company’s stock repurchase program of up to an additional $ i 5 million of its outstanding common stock. On April 7, 2022, the Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $ i 5 million of its outstanding common stock, which became effective upon the completion of the prior share repurchase program. On December 1, 2022, the Board of Directors authorized an increase in the Company’s stock repurchase program, under which the Company may repurchase up to an additional $ i 5 million of its outstanding common stock.

As of October 31, 2023, there was $ i 5.0 million remaining under the share repurchase program. The share repurchase program has no expiration date but may be terminated by the Board of Directors at any time.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the historical financial statements and other financial information included elsewhere in this quarterly report on Form 10-Q. This Form 10-Q may contain certain forward-looking statements. When used in this Form 10-Q or in any other presentation, statements which are not historical in nature, including the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “project,” “plan,” “seek,” “will,” “may,” “might,” “would,” “could” and similar expressions, are intended to identify forward-looking statements. They also include statements containing a projection of sales, earnings or losses, capital expenditures, dividends, capital structure or other financial terms and expectations with respect to the timing and intended use for our planned manufacturing expansion.

The forward-looking statements in this Form 10-Q are based upon our management’s beliefs, assumptions and expectations of our future operations and economic performance, taking into account the information currently available to us. These statements are not statements of fact. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. Some of the important factors that could cause our actual results, performance or financial condition to differ materially from expectations are:

We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements which are based on current expectations. Furthermore, forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements after the date of this Form 10-Q, whether as a result of new information, future events or otherwise, except as may be required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Form 10-Q might not occur. We qualify any and all of our forward-looking statements entirely by these cautionary factors.

We manufacture and sell a comprehensive line of industrial protective clothing and accessories for the industrial and public protective clothing market. Our products are sold globally by our in-house sales teams, our customer service group, and authorized independent sales representatives to a network of over 1,600 global safety and industrial supply distributors. Our authorized distributors supply end users, such as integrated oil, chemical/petrochemical, automobile, steel, glass, construction, smelting, cleanroom, janitorial, pharmaceutical, and high technology electronics manufacturers, as well as scientific, medical laboratories and the utilities industry. In addition, we supply federal, state and local governmental agencies and departments, such as fire and law enforcement, airport crash rescue units, the Department of Defense, the Department of Homeland Security and the Centers for Disease Control. Internationally, we sell to a mixture of end users directly and to industrial distributors depending on the particular country and market. In addition to the United States, sales are made to more than 50 foreign countries, the majority of which were in China, the European Economic Community (“EEC”), Canada, Chile, Argentina, Russia, Kazakhstan, Colombia, Mexico, Ecuador, India, Middle East and Southeast Asia.

We have operated facilities in Mexico since 1995 and in China since 1996. Beginning in 1995, we moved the labor-intensive sewing operation for our limited use/disposable protective clothing lines to these facilities. Our facilities and capabilities in China and Mexico allow access to a less expensive labor pool than is available in the United States and permit us to purchase certain raw materials at a lower cost than they are available domestically. The Company has been able to pass along a portion of these costs to its customers. We added manufacturing operations in Vietnam and India to offset increasing manufacturing costs in China and further diversify our manufacturing capabilities. Our China operations will continue primarily manufacturing for the Chinese market and other markets where duty advantages exist. Due to damage recently experienced at our newly leased Monterrey site we are currently evaluating our leasehold improvement buildout schedule which may impact our go-live production timing. The Company believes it has global capacity to support its operations for the foreseeable future.

During the third quarter, the Company sent a letter to the landlord outlining certain structural defects on the newly constructed facility in Monterrey, Mexico that would inhibit the Company from effectively utilizing the facility for its intended purpose. The Company has initiated discussions with the landlord as to potential remedies which may inform our decision-making process with respect to this property. Changes in our long-term intended use for the building may impact the carrying value of the currently recorded right of use asset.

On December 2, 2022, the Company acquired UK-based Eagle Technical Products Limited (“Eagle”) in an all-cash transaction valued at approximately $10.5 million, subject to post-closing adjustments and potential future earnout payments. The acquisition enhances Lakeland’s product portfolio, particularly within fire service protective clothing and expands its sales presence in the Middle East and Europe.

Our net sales attributable to customers outside the United States were $16.6 million and $14.4 million for the three months ended October 31, 2023 and 2022, respectively, and $50.8 million and $46.7 million for the nine months ended October 31, 2023 and 2022, respectively.

We are continually monitoring the potential financial impact of the Russian invasion of Ukraine on our operations. For the nine months ended October 31, 2023, sales in Russia were approximately 3.2% of our consolidated sales and sales into Ukraine were not significant. We do not have any capital assets in Russia.

We are monitoring the potential financial impact of the Middle East conflict. The Company does not have physical assets in the Middle East but does have sales in the region. The continued conflict could have an impact on the level and timing of sales in the region.

The economy has been impacted by certain macroeconomic challenges which have contributed to a rising inflationary trend that has impacted both our revenues and costs globally, and which we expect will continue into the foreseeable future. If our costs become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. There can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the future.

Net Sales. Net sales were $31.7 million for the three months ended October 31, 2023, an increase of $3.3 million or 11.6% compared to $28.4 million for the three months ended October 31, 2022. Sales of our fire service and industrial product lines increased by $6.1 million, reflecting continued market share expansion in the first responder markets and ongoing strength in oil and gas turnarounds and utilities markets. Eagle contributed $1.3 million in fire service sales during the quarter. Our sales were negatively impacted by declines in our disposable products, particularly in Asia, and chemical product lines by $2.8 million.

Gross Profit. Gross profit for the three months ended October 31, 2023 was $13.4 million, an increase of $1.1 million, or 8.9%, compared to $12.3 million for the three months ended October 31, 2022. Gross profit as a percentage of net sales declined to 42.2% for the three-month period ended October 31, 2023, from 43.3% for the three months ended October 31, 2022. Gross profit performance in the current period was positively impacted by increased revenue during the quarter, including sales of previously reserved excess inventory, partially offset by an adjustment for deferred profit in ending inventory. Major factors driving the change in gross margins in the three months ended October 31, 2023, were:

Operating Expense. Operating expenses decreased 4.0% from $10.1 million for the three months ended October 31, 2022 to $9.7 million for the three months ended October 31, 2023. The Company evaluated the earnout consideration accrual related to the Eagle acquisition and reduced the accrual by $1.5 million, which was recorded during the third quarter as a reduction in operating expenses. This decrease was partially offset by .increases in currency fluctuations of $0.7 million, primarily as a result of declines in the Argentine peso. The remaining difference resulted from increases in selling expenses, travel and trade show expenses. Operating expenses as a percentage of net sales was 30.7% for the three months ended October 31, 2023, an improvement from 35.5% for the three months ended October 31, 2022 primarily due to increased revenue.

Operating Profit. Operating profit increased to $3.6 million for the three months ended October 31, 2023 from $2.2 million for the three months ended October 31, 2022, due to the impacts detailed above. Operating margins were 11.4% for the three months ended October 31, 2023, as compared to 7.6% for the three months ended October 31, 2022.

Income Tax Expense. Income tax expense consists of federal, state and foreign income taxes. Income tax expense was $0.9 million for the three months ended October 31, 2023, compared to $0.7 million for the three months ended October 31, 2022. The effective rate for the three months ended October 31 2023, was 26.4%. The effective rate for the three months ended October 31, 2022 was 33.3%.

Net Income (Loss). Net income for the three months ended October 31, 2023 was $2.6 million an increase of $1.2 million from net income of $1.4 million for the three months ended October 31, 2022. The increase was due to the factors discussed above.

Net Sales. Net sales were $93.4 million for the nine months ended October 31, 2023 as compared to $83.8 million for the nine months ended October 31, 2022, an increase of 11.5%. Our fire service and wovens product lines increased by $14.1 million in the period due to strengthening in the first responder and utilities markets and the impact of Eagle which contributed $6.8 million in sales. Sales of our disposable and chemical product lines declined by $6.7 million due to diminishing COVID-19 demand and weakness in China.

Gross Profit. Gross profit was $40.0 million for the nine months ended October 31, 2023, an increase of $5.0 million, or 14.3%, from $35.0 million for the nine months ended October 31, 2022. Gross profit as a percentage of net sales increased to 42.8% for the nine months ended October 31, 2023, from 41.7% for the nine months ended October 31, 2022. Major factors driving gross margins were:

Operating Expense. Operating expenses increased $1.2 million, or 4.1%, to $30.7 million for the nine months ended October 31, 2023 from $29.5 million for the nine months ended October 31, 2022. Operating expenses as a percentage of net sales was 32.9% for the nine months ended October 31, 2023, down from 35.2% for the nine months ended October 31, 2022. The decreased percentage is primarily due to increased revenue. Selling expenses were higher by $0.7 million due to increases in sales commissions, freight out and higher travel, advertising and trade show expenses as COVID-19 restrictions have lifted. General and administrative expenses increased by $0.5 million, with currency fluctuations accounting for $1.1 million of the increase due to the strengthening of the U.S. dollar primarily against the Chinese yuan and Argentine peso. The remaining increase was due to increases in compensation, professional fees and intangibles amortization. The Company evaluated the earnout consideration accrual related to the Eagle acquisition and reduced the accrual by $2.7 million, which was recorded during the third quarter as a reduction in operating expenses. Severance costs of $0.8 million were partially offset by $0.4 million of forfeitures of equity awards on equity compensation expense recorded in the nine months ended October 31, 2023.

Operating Profit. Operating profit increased to $9.3 million for the nine months ended October 31, 2023 from $5.5 million for the nine months ended October 31, 2022, due to the impacts detailed above. Operating margins were 9.9% for the nine months ended October 31, 2023, as compared to 6.5% for the nine months ended October 31, 2022.

Income Tax Expense. Income tax expense consists of federal, state and foreign income taxes. Income tax expense was $2.7 million for the nine months ended October 31, 2023, compared to $3.6 million for the nine months ended October 31, 2022.

In Q2 FY23, the Company recorded $2 million in withholding taxes for a planned repatriation of cash from our China operations during FY23. In Q1 FY23, the Company recorded deferred tax benefits of $0.2 million related to accruals for China social taxes. Excluding these discrete items, the Company’s effective rate was 29.5% and 33.8% for the nine months ended October 31, 2023 and 2022, respectively.

Net Income (Loss). Net income increased by $4.7 million to $6.4 million for the nine months ended October 31, 2023 from $1.7 million for the nine months ended October 31, 2022.

Cash increased by $1.8 million due to $7.7 million in cash provided by operations primarily due to a $3.2 million reduction in inventory coupled with profitable operations. Offsetting the operating cash flow were $3.0 million in investing activities split between capital equipment and additional investment in Bodytrak. Financing activities, primarily quarterly dividends, UK borrowing repayments and treasury stock purchases totaled $1.8 million. Finally, cash balances were impacted by $1.1 million due to currency fluctuations, primarily the Chinese yuan and Argentine peso.

The Company invested $1.5 million for the nine months ended October 31, 2023 in manufacturing equipment purchases and made an additional investment in Bodytrak of $1.5 million.

Net cash used in financing activities was $1.8 million for the nine months ended October 31, 2023, due to $0.7 million in dividends paid, $0.3 million in shares repurchased, $0.4 million repayments of short term borrowings and $0.4 million in shares returned to pay income taxes on shares vested under our equity compensation program.

Capital expenditures for the three and nine months ended October 31, 2023 were $0.4 million and $1.5 million, respectively.

At October 31, 2023, cash and cash equivalents were approximately $26.4 million and working capital was approximately $88.5 million. Cash and cash equivalents increased $1.8 million and working capital increased $1.5 million from January 31, 2023.

Of the Company’s total cash and cash equivalents of $26.4 million as of October 31, 2023, cash held in Latin America of $5.2 million, cash held in Russia and Kazakhstan of $0.9 million, cash held in the UK of $1.4 million, cash held in India of $1.2 million, cash held in Hong Kong of $0.4 million and cash held in Vietnam of $1.6 million would not be subject to additional US tax in the event such cash was repatriated due to the change in the US tax law as a result of the December 22, 2017 enactment of the 2017 Tax Cuts and Jobs Act (the “Tax Act”). If the Company repatriates any of the $5.9 million balance at October 31, 2023 of cash from China, there could be an additional 10% withholding tax incurred in that country.

Net cash provided by operating activities of $7.7 million for the nine months ended October 31, 2023 was primarily due to net income of $6.4 million offset by non-cash items of $1.8 million for deferred taxes, depreciation and amortization, stock compensation and reduction in the accrued Eagle earnout, offset by net increase in working capital of $3.1 million. Net cash used in investing activities of $3.0 million for the nine months ended October 31, 2023 reflects manufacturing equipment purchases and the additional investment in Bodytrak of $1.5 million. Net cash used in financing activities was $1.8 million for the nine months ended October 31, 2023, due to $0.7 million in dividends, $0.3 million in shares repurchased under our share repurchase program, $0.4 million of repayment of short-term borrowings, and shares returned to pay income taxes on shares vested under our equity compensation program.

We believe our current cash balance and cash flow from operations will be sufficient to satisfy our projected working capital and planned capital expenditures for the foreseeable future. However, our liquidity assumptions may prove to be incorrect, and we could utilize our available financial resources sooner than we currently expect.

On June 25, 2020, we entered into a Loan Agreement with Bank of America (“Lender”). The Loan Agreement, as amended through November 30, 2023 (the “Loan Agreement”), provides the Company with a secured $25.0 million revolving credit facility, which includes a $5.0 million letter of credit sub-facility. The Company may request from time to time an increase in the revolving credit loan commitment of up to $5.0 million (for a total commitment of up to $30.0 million). Borrowing pursuant to the revolving credit facility is subject to a borrowing base amount calculated as (a) 80% of eligible accounts receivable, as defined, plus (b) 50% of the value of acceptable inventory, as defined, minus (c) certain reserves as the Lender may establish for the amount of estimated exposure, as reasonably determined by the Lender from time to time, under certain interest rate swap contracts. The borrowing base limitation only applies during periods when the Company’s quarterly funded debt to EBITDA ratio, as defined, exceeds 2.00 to 1.00, however, the borrowing base limitation has been waived through January 31, 2024 as a result of the Third Amendment to the Loan Agreement. The Loan Agreement permits, without the prior consent of the Lender, acquisitions of a business or its assets by the Company or its subsidiaries if there is no default under the Loan Agreement and the aggregate consideration does not exceed $7.5 million for any individual acquisition or $15.0 million on a cumulative basis for all such acquisitions. The credit facility will mature on June 25, 2025.

Per the terms of the Loan Agreement, borrowings under the revolving credit facility bear interest at a rate per annum equal to the sum of the one-month LIBOR Daily Floating Rate (“LIBOR”) plus 125 basis points. LIBOR is subject to a floor of 100 basis points. On March 3, 2023, the Company changed the benchmark interest rate in our credit facility from LIBOR to the Secured Overnight Financing Rate (“SOFR”). All outstanding principal and unpaid accrued interest under the revolving credit facility is due and payable on the maturity date. On a one-time basis, and subject to there not existing an event of default, the Company may elect to convert up to $5.0 million of the then outstanding principal of the revolving credit facility to a term loan facility with an assumed amortization of 15 years and the same interest rate and maturity date as the revolving credit facility. The Loan Agreement provides for an annual unused line of credit commitment fee, payable quarterly, of 0.25%, based on the difference between the total credit line commitment and the average daily amount of credit outstanding under the facility during the preceding quarter.

On November 30, 2023, the Company entered into Amendment No. 3 to Loan Agreement by and between the Lender and the Company (the “Third Amendment”). Pursuant to the Third Amendment, the Lender consented to the Company’s acquisition of one hundred percent (100%) of the equity interests of Pacific. The Third Amendment further provided for certain amendments to the Loan Agreement to permit additional indebtedness to be made available to Pacific, to exempt Pacific from certain requirements of the Loan Agreement pertaining to subsidiary guaranty and asset pledges that would otherwise be required under the Loan Agreement and to waive the Company’s borrowing base limitations through January 31, 2024. The Third Amendment also provided for the reaffirmation of representations, warranties and covenants under the Loan Agreement as are customary in connection with similar amendments of credit documents.

The Loan Agreement requires the Company to maintain a Funded Debt to EBITDA (as each such term is defined in the Loan Agreement) ratio of 3.0 to 1.0 or less and a Basic Fixed Charge Coverage Ratio (as defined in the Loan Agreement) of at least 1.15 to 1.0. The Loan Agreement also contains customary covenants, including covenants that, among other things, limit or restrict the Company’s and/or the Company’s subsidiaries’ ability, subject to certain exceptions and qualifications, to incur liens or indebtedness, pay dividends, or merge, consolidate or sell or otherwise transfer assets. The Company was in compliance with all of its debt covenants as of October 31, 2023.

On November 30, 2023, the Company acquired Pacific in an all-cash transaction valued at approximately $8.6 million including assumption of debt, subject to post-closing adjustments and customary holdback provisions. The transaction was funded through the revolving credit facility and cash balances.

Stock Repurchase Program. On February 17, 2021, the Company’s Board of Directors approved a stock repurchase program under which the Company may repurchase up to $5 million of its outstanding common stock. On July 6, 2021, the Board of Directors authorized an increase in the Company’s stock repurchase program, under which the Company may repurchase up to an additional $5 million of its outstanding common stock. On April 7, 2022, the Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $5 million of its outstanding common stock, which became effective upon the completion of the prior share repurchase program. On December 1, 2022, the Board of Directors authorized an increase in the Company’s stock repurchase program, under which the Company may repurchase up to an additional $5 million of its outstanding common stock.

There is approximately $5.0 million remaining under the share repurchase program at October 31, 2023. The share repurchase program has no expiration date but may be terminated by the Board of Directors at any time.

On February 1, 2023, the Board of Directors declared a quarterly cash dividend as part of initiating a recurring quarterly dividend program. The initial quarterly dividend of $0.03 per share was paid on February 22, 2023, to stockholders of record as of February 15, 2023.

On May 1, 2023, the Board of Directors declared a quarterly cash dividend. The quarterly dividend of $0.03 per share was paid on May 22, 2023, to stockholders of record as of May 15, 2023.

On August 1, 2023, the Board of Directors declared a quarterly cash dividend. The quarterly dividend of $0.03 per share was paid on August 22, 2023, to stockholders of record as of August 15, 2023.

On November 1, 2023, the Board of Directors declared a quarterly cash dividend. The quarterly dividend of $0.03 per share was paid on November 22, 2023, to stockholders of record as of November 15, 2023.

Capital Expenditures. Our capital expenditures for the nine months ended October 31, 2023 of $1.5 million principally relate to capital purchases for our manufacturing facilities in Mexico. We anticipate FY24 capital expenditures to be approximately $2.0 million as we invest in strategic capacity expansion and replace existing equipment in the normal course of operations. We expect to fund the capital expenditures from our cash flow from operations. The Company may also expend funds in connection with potential acquisitions.

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. A summary of our significant accounting policies is included in Note 1 to our consolidated financial statements in our fiscal year 2023 Form 10-K. Certain of our accounting policies are considered critical, as these policies are the most important to the depiction of our financial statements and require significant, difficult, or complex judgments, often employing the use of estimates about the effects of matters that are inherently uncertain. Such policies are summarized in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in our 2023 Form 10-K. There have been no significant changes in the application of our critical accounting policies during the nine months ended October 31, 2023.

A smaller reporting company is not required to provide the information required by this Item and therefore, no disclosure is required under Item 3 for the Company.

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of October 31, 2023. The term “disclosure controls and procedures” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of October 31, 2023, our disclosure controls and procedures were not effective because of the material weakness in internal control over financial reporting described below.

Notwithstanding the ineffective disclosure controls and procedures as a result of the identified material weakness described below, management has concluded that the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial position, results of operations and cash flows in accordance with U.S. generally accepted accounting principles.

As previously disclosed in our 2023 Form 10-K, management identified certain deficiencies in the Company’s internal control over financial reporting that aggregated to a material weakness related to its foreign subsidiary currency translation or remeasurement to ensure the foreign subsidiary’s account balances were accurately stated in the consolidated financial statements.

In response to the material weakness, management has taken the following actions:

While we have taken steps to substantially remediate the identified material weakness and will continue to complete the remediation process as quickly as possible, we cannot at this time estimate how long it will take to remediate this material weakness. The material weakness will not be considered remediated until the controls are designed, implemented, and operate for a sufficient period of time and management has concluded, through independent testing, that these controls are operating effectively. As management continues to evaluate and work to improve our disclosure controls and procedures and internal control over financial reporting, we may take additional measures to address these control deficiencies or modify certain remediation measures described above.

Other than continuing to make progress on the ongoing remediation efforts described above, there were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended October 31, 2023 that materially affected, or are reasonably likely to affect materially, the Company’s internal control over financial reporting.

On February 17, 2021, the Company’s Board of Directors approved a stock repurchase program under which the Company may repurchase up to $5 million of its outstanding common stock. On July 6, 2021, the Board of Directors authorized an increase in the Company’s then-current stock repurchase program under which the Company may repurchase up to an additional $5 million of its outstanding common stock. On April 7, 2022, the Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $5 million of its outstanding common stock which became effective upon the completion of the prior share repurchase program. On December 1, 2022, the Board of Directors authorized an increase in the share repurchase program under which the Company may repurchase up to an additional $5 million of its outstanding common stock. The share repurchase program has no expiration date but may be terminated by the Board of Directors at any time.

The common shares available for repurchase under the authorizations currently in effect may be purchased from time to time, with consideration given to the market price of the common shares, the nature of other investment opportunities, cash flows from operations, general economic conditions and other relevant considerations. Repurchases may be made on the open market or through privately negotiated transactions.

The following table sets forth purchases made by or on behalf of the Company or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) of the Exchange Act, of shares of the Company’s common stock during the third quarter of fiscal 2024:

Pursuant to the requirements 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.

	(Mark one)
i ☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended i October 31, 2023

i Delaware		i 13-3115216
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

i 1525 Perimeter Parkway, i Suite 325 i Huntsville, i AL		i 35806
(Address of Principal Executive Offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
i Common Stock	i LAKE	i NASDAQ

Large accelerated filer	i Accelerated filer	☒
Nonaccelerated filer	Smaller reporting company	i ☒
Emerging growth company

Class		Outstanding at November 30, 2023
Common Stock, $0.01 par value per share		i 7,364,757 Shares

Lakeland Industries Inc. – ‘10-Q’ for 10/31/23

On: Thursday, 12/7/23, at 7:10am ET · For: 10/31/23 · Accession #: 1654954-23-15242 · File #: 0-15535

Previous ‘10-Q’: ‘10-Q’ on 9/6/23 for 7/31/23 · Latest ‘10-Q’: This Filing · 3 References:

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

1 Subsequent Filing that References this Filing

2 Previous Filings that this Filing References

i ☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _______________ to _______________

		Page

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Statements of Operations Three and Nine Months Ended October 31, 2023 and 2022	3

	Condensed Consolidated Statements of Comprehensive Income (Loss) Three and Nine Months Ended October 31, 2023 and 2022	4

	Condensed Consolidated Balance Sheets October 31, 2023 and January 31, 2023	5

	Condensed Consolidated Statements of Stockholders’ Equity Three and Nine Months Ended October 31, 2023 and 2022	6

	Condensed Consolidated Statements of Cash Flows Nine Months Ended October 31, 2023 and 2022	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

	PART II - OTHER INFORMATION:

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 6.	Exhibits	28

	Signature Pages	29

	Three Months Ended October 31,						Nine Months Ended October 31,
	2023			2022			2023			2022

Net income (loss)	$	i 2,618		$	i 1,431		$	i 6,402		$	i 1,690
Other comprehensive income (loss):
Foreign currency translation adjustments		( i 483	)		( i 1,744	)		( i 2,110	)		( i 2,916	)
Comprehensive income (loss)	$	i 2,135		$	( i 313	)	$	i 4,292		$	( i 1,226	)

ASSETS	October 31,			January 31,
	2023			2023
Current assets
Cash and cash equivalents	$	i 26,425		$	i 24,639
Accounts receivable, net of allowance for doubtful accounts of $ i 769 and $ i 800 at October 31, 2023 and January 31, 2023, respectively		i 18,227			i 17,296
Inventories		i 54,350			i 58,176
Prepaid VAT and other taxes		i 2,633			i 1,963
Income tax receivable and other current assets		i 2,385			i 2,908
Total current assets		i 104,020			i 104,982
Property and equipment, net		i 9,158			i 9,140
Operating leases right-of-use assets		i 10,495			i 5,472
Deferred tax assets		i 3,790			i 2,764
Other assets		i 134			i 100
Goodwill		i 8,473			i 8,473
Intangible assets, net		i 5,736			i 6,042
Investments		i 6,509			i 5,354
Total assets	$	i 148,315		$	i 142,327
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	i 6,803		$	i 6,558
Accrued compensation and benefits		i 3,670			i 2,522
Other accrued expenses		i 1,951			i 4,068
Income tax payable		i 1,057			i -
Short-term borrowings		i -			i 405
Accrued earnout agreement		i 492			i 3,182
Current portion of operating lease liabilities		i 1,538			i 1,253
Total current liabilities		i 15,511			i 17,988
Deferred income taxes		i 12			i 769
Long-term portion of operating lease liabilities		i 9,203			i 3,580
Total liabilities		i 24,726			i 22,337
Commitments and contingencies
Stockholders’ equity
Preferred stock, $ i 0.01 par; authorized i 1,500,000 shares (none issued)					i -
Common stock, $ i 0.01 par; authorized i 20,000,000 shares Issued i 8,722,965 and i 8,655,699; outstanding i 7,364,757 and i 7,325,005 at October 31, 2023 and January 31, 2023, respectively		i 87			i 87
Treasury stock, at cost; i 1,358,208 and i 1,330,694 shares at October 31, 2023 and January 31, 2023, respectively		( i 19,979	)		( i 19,646	)
Additional paid-in capital		i 78,802			i 78,475
Retained earnings		i 70,480			i 64,765
Accumulated other comprehensive loss		( i 5,801	)		( i 3,691	)
Total stockholders' equity		i 123,589			i 119,990
Total liabilities and stockholders' equity	$	i 148,315		$	i 142,327

(in millions, except per share amounts)	Three Months Ended October 31, 2022		Nine Months Ended October 31, 2022
Net sales	$	i 29.8	$	i 86.4
Net income (loss)	$	i 1.6	$	i 1.8
Basic earnings per share	$	i 0.21	$	i 0.24
Diluted earnings per share	$	i 0.21	$	i 0.24

	October 31, 2023			January 31, 2023
Raw materials	$	i 26,798		$	i 29,036
Work-in-process		i 760			i 952
Finished goods		i 31,088			i 32,855
Excess and obsolete adjustments		( i 4,296	)		( i 4,668	)
	$	i 54,350		$	i 58,176

Balance at February 1, 2023	$	i 6,042
Amortization expense		( i 102	)
Balance at April 30, 2023	$	i 5,940
Amortization expense		( i 102	)
Balance at July 31, 2023	$	i 5,838
Amortization expense		( i 102	)
Balance at October 31, 2023	$	i 5,736

Contract liability – January 31, 2023	$	i 1,627
Increases to contract liability		i 326
Decreases to contract liability		( i 1,752	)
Contract liability – October 31, 2023	$	i 201

	October 31, 2023		January 31, 2023
	(in millions of dollars)
Total Assets Less Intersegment:
USA Operations (including Corporate)	$	i 57.2	$	i 64.5
Other foreign		i 10.4		i 9.2
Europe (UK)		i 24.3		i 12.5
Mexico		i 10.5		i 5.3
Asia		i 27.4		i 35.6
Canada		i 7.1		i 5.8
Latin America		i 11.4		i 9.3
Consolidated assets	$	i 148.3	$	i 142.2

	·	we are subject to risk as a result of our international manufacturing operations and are subject to the risk of doing business in foreign countries, particularly in China and Vietnam, which could affect our ability to manufacture or sell our products, obtain products from foreign suppliers or control the costs of our products;
	·	we identified a material weakness in our internal control over accounting for foreign currency exchange and foreign currency translation and remeasurement related to our international subsidiaries that could adversely affect our results of operations, our stock price and investor confidence in our Company;
	·	a terrorist attack, other geopolitical crisis, or widespread outbreak of an illness or other health issue, such as the COVID-19 pandemic, could negatively impact our domestic and/or international operations;
	·	our results of operations could be negatively affected by potential fluctuations in foreign currency exchange rates;
	·	the implementation of our Enterprise Resource Planning ("ERP") system had, and may in the future as we implement ERP into foreign operations have, an adverse effect on operating results;
	·	global supply chain constraints have led to inflation in prices of some fabrics we acquire, as well as labor and operating costs, and further pricing increases may result in a decline in our future profitability;
	·	we have manufacturing and other operations in China which may be adversely affected by tariff wars and other trade maneuvers;
	·	the failure to optimize the Company’s manufacturing capacity may have an adverse impact on our business and operations;
	·	our results of operations may vary widely from quarter to quarter;
	·	disruption in our supply chain, manufacturing or distribution operations could adversely affect our business;
	·	climate change and other sustainability matters may adversely affect our business and operations;
	·	some of our sales are to foreign buyers, which exposes us to additional risks;
	·	we deal in countries where corruption is an obstacle;
	·	we are exposed to U.S. and foreign tax risks;
	·	because we do not have long-term commitments from many of our customers, we must estimate customer demand, and errors in our estimates could negatively impact our inventory levels and net sales;
	·	we face competition from other companies, a number of which have substantially greater resources than we do;
	·	our operations are substantially dependent upon key personnel;
	·	cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential information and adversely impact our reputation and results of operations;
	·	we may be subject to product liability claims, and insurance coverage could be inadequate or unavailable to cover these claims;
	·	environmental laws and regulations may subject us to significant liabilities;
	·	provisions in our restated certificate of incorporation and by-laws and Delaware law could make a merger, tender offer or proxy contest difficult;

	·	we may not achieve the expected benefits from strategic acquisitions, investments, joint ventures, capital investments and other corporate transactions that we have pursued or may pursue;
	·	we may need additional funds, and if we are unable to obtain these funds, we may not be able to expand or operate our business as planned;
	·	adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations;
	·	rapid technological change could negatively affect sales of our products, inventory levels and our performance; and
	·	the other factors referenced in this Form 10-Q, including, without limitation, in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the factors described under “Risk Factors” disclosed in our fiscal 2023 Form 10-K.

	·	Adjustments for deferred profit in inventory and inventory revaluation amortizations.
	·	Partially offset by reduction of total inventory including previously reserved excess inventory.

	·	Increased sales in our strategic product lines.
	·	Reduced manufacturing costs due to increased throughput.
	·	Reduction in freight costs. ·
	·	Reduction of total inventory including previously reserved excess inventory.
	·	Partially offset by adjustments to deferred profit in ending inventory.

	·	Enhanced the existing monthly financial statement management review by including a reconciliation of key account balances on the general ledger back to the originally reported balances from the foreign subsidiary sub-ledgers (translated to USD);
	·	Reconfigured the trial balance import process for its Argentina subsidiary to import and remeasure account balances in a manner consistent with other foreign subsidiaries; and
	·	Developed enhancements to the foreign subsidiary financial reporting packages by specifically quantifying and reviewing the currency fluctuation impact on the overall financial statements.

Period	Total Number of Shares Purchased ⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Programs
August 1 – August 31		---	$	---		---	$	5,030,479
September 1 – September 30		771	$	—		—	$	5,030,479
October 1 – October 31		---	$	---		---	$	5,030,479
Total		771	$	---		---	$	5,030,479

3.1	Restated Certificate of Incorporation of Lakeland Industries, Inc., as amended (incorporated by reference to Exhibit 4.1 of Lakeland Industries, Inc.’s Registration Statement on Form S-8 filed on September 3, 2021)
3.2	Amended and Restated Bylaws of Lakeland Industries Inc. (incorporated by reference to Exhibit 3.1 of Lakeland Industries, Inc.’s Form 8-K filed April 28, 2017)
10.1*	General Release and Separation Agreement, dated October 19, 2023, by and between Lakeland Industries, Inc. and Charles D. Roberson
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934
31.2*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934
32.1†	Certification of Chief Executive Officer as adopted pursuant to 18 U.S.C. Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2†	Certification of Principal Financial Officer as adopted pursuant to 18 U.S.C. Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	The following financial statements from the Quarterly Report on Form 10-Q for the quarter ended October 31, 2023, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	LAKELAND INDUSTRIES, INC. (Registrant)

Date: December 7, 2023	/s/ *Roger D. Shannon*
	Roger D. Shannon, Chief Financial Officer (Principal Financial Officer and Authorized Signatory)

This ‘10-Q’ Filing	Date	Other Filings

	6/25/25
	4/30/24
	1/31/24
Filed on:	12/7/23	8-K
	11/30/23	8-K
	11/27/23
	11/22/23
	11/15/23
	11/1/23	8-K
For Period end:	10/31/23
	9/8/23
	8/22/23	4
	8/15/23	4
	8/1/23	8-K
	7/31/23	10-Q
	5/22/23
	5/19/23
	5/15/23	8-K
	5/1/23	8-K, ARS, DEF 14A, DEFA14A
	4/30/23	10-Q
	4/18/23	10-K, NT 10-K
	3/3/23
	2/22/23
	2/15/23
	2/1/23	3, 4, 8-K
	1/31/23	10-K, 4, NT 10-K
	12/2/22	8-K
	12/1/22
	10/31/22	10-Q
	10/26/22
	7/31/22	10-Q
	5/1/22
	4/28/22	4
	4/7/22	4
	1/31/22	10-K, 10-K/A, NT 10-K
	10/18/21	8-K
	7/6/21	8-K
	6/16/21	4, 8-K, DEF 14A
	2/17/21
	6/25/20	8-K
	12/22/17
	6/21/17	8-K, DEF 14A
		List all Filings