UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark one)

 

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended July 31, 2022

 

 

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 or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

1525 Perimeter Parkway, Suite 325 Huntsville, AL

 

35806

(Address of Principal Executive Offices)

 

(Zip Code)

 

(Registrant's telephone number, including area code) (256) 350-3873

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

LAKE

NASDAQ

 

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 ☒     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). 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:

 

Large accelerated filer

☐

Accelerated filer

☒

Nonaccelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

 

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 ☐     No ☒

 

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

 

 Class

 

 Outstanding at September 2, 2022

 Common Stock, $0.01 par value per share

 

  7,514,725 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 (Unaudited)

 

Page

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations Three and Six Months Ended July 31, 2022 and 2021

 

3

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income (Loss) Three and Six Months Ended July 31, 2022 and 2021

 

4

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets July 31, 2022 and January 31, 2022

 

5

 

 

 

 

 

 

 

Condensed Consolidated Statements of Stockholders’ Equity Three and Six Months Ended July 31, 2022 and 2021

 

6

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows Six Months Ended July 31, 2022 and 2021

 

7

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

8

 

 

 

 

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

18

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

23

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

23

 

 

 

 

 

 

PART II - OTHER INFORMATION:

 

 

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

24

 

 

 

 

 

 

Item 6.

Exhibits

 

25

 

 

 

 

 

 

 

Signature Pages

 

26

 

 

 
2

Table of Contents

  

LAKELAND INDUSTRIES, INC.

AND SUBSIDIARIES

 

PART I  FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

($000’s except for share and per share information)

 

 

 

Three Months Ended July 31,

 

 

Six Months Ended July 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net sales

 

$28,184

 

 

$27,466

 

 

$55,462

 

 

$61,558

 

Cost of goods sold

 

 

16,557

 

 

 

14,609

 

 

 

32,779

 

 

 

33,923

 

Gross profit

 

 

11,627

 

 

 

12,857

 

 

 

22,683

 

 

 

27,635

 

Operating expenses

 

 

9,832

 

 

 

8,791

 

 

 

19,440

 

 

 

16,939

 

Operating profit

 

 

1,795

 

 

 

4,066

 

 

 

3,243

 

 

 

10,696

 

Other income (expense), net

 

 

(42)

 

 

(1)

 

 

(67)

 

 

(13)

Interest expense

 

 

(13)

 

 

(4)

 

 

(22)

 

 

(5)

Income before taxes

 

 

1,740

 

 

 

4,061

 

 

 

3,154

 

 

 

10,678

 

Income tax expense

 

 

2,610

 

 

 

1,093

 

 

 

2,895

 

 

 

2,708

 

Net income (loss)

 

$(870)

 

$2,968

 

 

$259

 

 

$7,970

 

Net income (loss) per common share: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$(0.11)

 

$0.37

 

 

$0.03

 

 

$1.00

 

Diluted

 

$(0.11)

 

$0.36

 

 

$0.03

 

 

$0.98

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

7,670,636

 

 

 

7,982,995

 

 

 

7,656,470

 

 

 

7,964,058

 

Diluted

 

 

7,670,636

 

 

 

8,141,107

 

 

 

7,841,281

 

 

 

8,120,409

 

 

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

 

 
3

Table of Contents

 

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

($000’s)

 

 

 

Three Months Ended July 31,

 

 

Six Months Ended July 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$(870)

 

$2,968

 

 

$259

 

 

$7,970

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(412)

 

 

(9)

 

 

(1,172)

 

 

(64)

Comprehensive income (loss)

 

$(1,282)

 

 

2,959

 

 

$(913)

 

$7,906

 

 

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

 

 
4

Table of Contents

 

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(000’s except for share information)

 

 ASSETS

 

July 31,

 

 

January 31,

 

 

 

2022

 

 

2022

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$41,211

 

 

$52,719

 

Accounts receivable, net of allowance for doubtful accounts of $728 and $666 at July 31, 2022 and January 31, 2022, respectively

 

 

15,891

 

 

 

14,771

 

Inventories

 

 

56,806

 

 

 

47,711

 

Prepaid VAT and other taxes

 

 

1,723

 

 

 

1,675

 

Other current assets

 

 

4,733

 

 

 

3,770

 

Total current assets

 

 

120,364

 

 

 

120,646

 

Property and equipment, net

 

 

8,388

 

 

 

8,714

 

Operating leases right-of-use assets

 

 

4,772

 

 

 

5,296

 

Deferred tax assets

 

 

2,075

 

 

 

2,072

 

Other assets

 

 

1,396

 

 

 

1,361

 

Investments

 

 

4,466

 

 

 

2,704

 

Total assets

 

$141,461

 

 

$140,793

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$8,860

 

 

$5,855

 

Accrued compensation and benefits

 

 

2,891

 

 

 

3,225

 

Other accrued expenses

 

 

1,955

 

 

 

1,372

 

Income tax payable

 

 

515

 

 

 

321

 

Current portion of operating lease liabilities

 

 

1,013

 

 

 

1,242

 

Total current liabilities

 

 

15,234

 

 

 

12,015

 

     Deferred income taxes

 

 

                            1,788

 

 

 

                                     -

 

Long-term portion of operating lease liabilities

 

 

3,392

 

 

 

3,678

 

Total liabilities

 

 

20,414

 

 

 

15,693

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par; authorized 1,500,000 shares (none issued)

 

-

 

 

-

 

Common stock, $0.01 par; authorized 20,000,000 shares Issued 8,650,580 and 8,555,672; outstanding 7,514,725 and 7,615,967 at July 31, 2022 and January 31, 2022, respectively

 

 

87

 

 

 

86

 

Treasury stock, at cost; 1,135,855 and 939,705 shares at July 31, 2022 and January 31, 2022, respectively

 

 

(17,332)

 

 

(14,206)

Additional paid-in capital

 

 

77,811

 

 

 

77,826

 

Retained earnings

 

 

63,151

 

 

 

62,892

 

Accumulated other comprehensive loss

 

 

(2,670)

 

 

(1,498)

Total stockholders' equity

 

 

121,047

 

 

 

125,100

 

Total liabilities and stockholders' equity

 

$141,461

 

 

$140,793

 

 

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

 

 
5

Table of Contents

 

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(000’s except for share information)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

 

 

 

 

Common Stock

 

 

Treasury Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Total

 

 

 

 

 

 

($000’s)

 

 

 

 

 

($000’s)

 

 

($000’s)

 

 

($000’s)

 

 

($000’s)

 

 

($000’s)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 31, 2021

 

 

8,498,457

 

 

$85

 

 

 

(509,242)

 

$(5,023)

 

$76,781

 

 

$51,520

 

 

$(1,612)

 

$121,751

 

 Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,970

 

 

 

-

 

 

 

7,970

 

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(64)

 

 

(64)

Stock-based compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted Stock Issued

 

 

43,915

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

Restricted Stock Plan

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

608

 

 

 

-

 

 

 

-

 

 

 

608

 

Return of shares in lieu of payroll withholding

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(462)

 

 

-

 

 

 

-

 

 

 

(462)

Treasury stock purchased

 

 

-

 

 

 

-

 

 

 

(227,454)

 

 

(4,994)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(4,994)

Balance, July 31, 2021

 

 

8,542,372

 

 

$86

 

 

 

(736,696)

 

$(10,017)

 

$76,927

 

 

$59,490

 

 

$(1,676)

 

$124,810

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2021

 

 

8,542,235

 

 

$86

 

 

 

(509,242)

 

$(5,023)

 

$76,656

 

 

$56,522

 

 

$(1,667)

 

$126,574

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,968

 

 

 

-

 

 

 

2,968

 

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(9)

 

 

(9)

Stock-based compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock issued

 

 

137

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Restricted stock plan

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

271

 

 

 

-

 

 

 

-

 

 

 

271

 

Return of shares in lieu of payroll withholding

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Treasury stock purchased

 

 

-

 

 

 

-

 

 

 

(227,454)

 

 

(4,994)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(4,994)

Balance, July 31, 2021

 

 

8,542,372

 

 

$86

 

 

 

(736,696)

 

$(10,017)

 

$76,927

 

 

$59,490

 

 

$(1,676)

 

$124,810

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 31, 2022

 

 

8,555,672

 

 

$86

 

 

 

(939,705)

 

$(14,206)

 

$77,826

 

 

$62,892

 

 

$(1,498)

 

$125,100

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

259

 

 

 

-

 

 

 

259

 

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,172)

 

 

(1,172)

Stock-based compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock issued

 

 

94,908

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

Restricted stock plan

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

790

 

 

 

-

 

 

 

-

 

 

 

790

 

Return of shares in lieu of payroll withholding

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(805)

 

 

-

 

 

 

-

 

 

 

(805)

Treasury stock purchased

 

 

-

 

 

 

-

 

 

 

(196,150)

 

 

(3,126)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,126)

Balance, July 31, 2022

 

 

8,650,580

 

 

$87

 

 

 

(1,135,855)

 

$(17,332)

 

$77,811

 

 

$63,151

 

 

$(2,670)

 

$121,047

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2022

 

 

8,635,358

 

 

$86

 

 

 

(964,722)

 

$(14,612)

 

$77,555

 

 

$64,021

 

 

$(2,258)

 

$124,792

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(870)

 

 

-

 

 

 

(870)

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(412)

 

 

(412)

Stock-based compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock issued

 

 

15,222

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

1

 

Restricted stock plan

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

384

 

 

 

-

 

 

 

-

 

 

 

384

 

Return of shares in lieu of payroll withholding

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(128)

 

 

-

 

 

 

-

 

 

 

(128)

Treasury stock purchased

 

 

-

 

 

 

-

 

 

 

(171,133)

 

 

(2,720)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,720)

Balance, July 31, 2022

 

 

8,650,580

 

 

$87

 

 

 

(1,135,855)

 

$(17,332)

 

$77,811

 

 

$63,151

 

 

$(2,670)

 

$121,047

 

 

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

 

 
6

Table of Contents

 

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

($000’s)

 

 

 

Six Months Ended July 31,

 

 

 

2022

 

 

2021

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$259

 

 

$7,970

 

Adjustments to reconcile net income to net cash (used in) provided by operating activities

 

 

 

 

 

 

 

 

Provision for doubtful accounts

 

 

63

 

 

 

21

 

Deferred income taxes

 

 

1,783

 

 

537

 

Depreciation and amortization

 

 

779

 

 

 

1,040

 

Stock based and restricted stock compensation

 

 

790

 

 

 

608

 

(Gain) loss on disposal of property and equipment

 

 

(4)

 

 

 

30

 

Equity in loss of equity investment

 

 

129

 

 

-

 

(Increase) decrease in operating assets

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(1,266)

 

 

6,500

 

Inventories

 

 

(9,531)

 

 

(3,420)

Prepaid VAT and other taxes

 

 

(48)

 

 

(1,237)

Other assets

 

 

(1,062)

 

 

 

566

 

Increase (decrease) in operating liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

 

3,013

 

 

 

2,655

 

Accrued expenses and other liabilities

 

 

517

 

 

 

(2,059)

Operating lease liabilities

 

 

4

 

 

 

(99)

Net cash (used in) provided by operating activities

 

 

(4,574)

 

 

13,112

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(449)

 

 

(452)

Investments

 

 

(1,891)

 

-

 

Net cash (used in) investing activities:

 

 

(2,340)

 

 

(452)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Purchase of treasury stock under stock repurchase program

 

 

(3,126)

 

 

(4,994)

Shares returned to pay employee taxes under restricted stock program

 

 

(805)

 

 

(462)

Net cash (used in) financing activities

 

 

(3,931)

 

 

(5,456)

Effect of exchange rate changes on cash and cash equivalents

 

 

(663)

 

 

39

 

Net increase (decrease) in cash and cash equivalents

 

 

(11,508)

 

 

7,243

 

Cash and cash equivalents at beginning of period

 

 

52,719

 

 

 

52,596

 

Cash and cash equivalents at end of period

 

$41,211

 

 

$59,839

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$22

 

 

$5

 

Cash paid for taxes

 

$1,872

 

 

$2,803

 

 

 

 

 

 

 

 

 

 

Noncash investing and financing activities

 

 

 

 

 

 

 

 

Leased assets obtained in exchange for operating lease liabilities

 

-

 

 

$256

 

 

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

 

 
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LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

(UNAUDITED)

 

1. Business

 

Lakeland Industries, Inc. and Subsidiaries (“Lakeland,” the “Company,” “we,” “our” or “us”), a Delaware corporation organized in April 1986, 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. Sales are made to more than 50 countries, the majority of which were into China, countries within the European Economic Community (“EEC”), Canada, Chile, Argentina, Russia, Kazakhstan, Colombia, Mexico, Ecuador, India and countries within Southeast Asia.

 

2. Basis of Presentation

 

The condensed consolidated financial statements of the Company are unaudited. These condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary by management to fairly state the Company's results. Intercompany accounts and transactions have been eliminated. The results reported in these condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the entire fiscal year ending January 31, 2023, or for any future period. The January 31, 2022, Condensed Consolidated Balance Sheet data was derived from the audited Consolidated Balance Sheet, but does not include all disclosures required by accounting principles generally accepted in the United States of America (U.S. GAAP). The accompanying condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto as of January 31, 2022 and 2021, and for each of the two years in the period ended January 31, 2022, included in our most recent annual report on Form 10-K filed on April 21, 2022.

 

In this Form 10-Q, (a) “FY” means fiscal year; thus for example, FY23 refers to the fiscal year ending January 31, 2023, (b) “Q” refers to quarter; thus, for example, Q2 FY23 refers to the second quarter of the fiscal year ending January 31, 2023, (c) “Balance Sheet” refers to the unaudited condensed consolidated balance sheet, and (d) “Statement of Operations” refers to the unaudited condensed consolidated statement of operations.

 

 

3. Investments

 

On October 18, 2021, the Company entered into an Investment Agreement (the “Investment Agreement”) with Inova Design Solutions Ltd, a private limited company incorporated under the laws of England and Wales and headquartered in the United Kingdom, doing business as Bodytrak® (“Bodytrak”), and the other parties thereto, pursuant to which Bodytrak agreed to issue and sell to the Company 508,905 cumulative convertible series A shares of Bodytrak (“Series A Shares”) in exchange for a payment by the Company of £2,000,000 ($2.8 million). The closing of this minority investment transaction occurred on October 18, 2021. The Series A Shares issued to the Company at the closing represented approximately 11.43% of Bodytrak’s total share capital.

 

 
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On April 28, 2022, the Company, under the terms of the Investment Agreement, acquired an additional 381,679 Series A Shares of Bodytrak for £1,500,000 ($1.9 million). After completion of the additional investment, the Company owns 18.42% of Bodytrak’s total share capital. The investment in Bodytrak is accounted for under the equity method given our board representation and the resulting ability to exercise significant influence. A substantial portion of our investment represents differences in our investment and our share of the underlying recognized net assets of Bodytrak. These differences are predominately attributable to non-amortizing intangible assets, including internally developed intellectual property, of Bodytrak.

 

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 and cloud-based analytics, and hardware that includes a patented earpiece for physiological monitoring and audio communications.

 

For the three and six months ended July 31, 2022, the Company recognized a loss of $102,000 and $129,000, 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.

 

4. Inventories

 

Inventories consist of the following (in $000s):

 

 

 

July 31,

2022

 

 

January 31,

2022

 

 

 

 

 

 

 

 

Raw materials

 

$24,912

 

 

$20,231

 

Work-in-process

 

 

996

 

 

 

626

 

Finished goods

 

 

34,409

 

 

 

29,910

 

Excess and obsolete adjustments

 

 

(3,511)

 

 

(3,056)

 

 

$56,806

 

 

$47,711

 

 

 
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5. Long-Term Debt

 

Revolving Credit Facility

On June 25, 2020, the Company entered into a Loan Agreement (the “Loan Agreement”) with Bank of America (“Lender”). The Loan Agreement provides the Company with a secured $12.5 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 $17.5 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. The credit facility will mature on June 25, 2025.

 

On June 18, 2021, the Company entered into an Amendment No. 1 to Loan Agreement (the “Amendment”) with the Lender, which modifies certain terms of the Company’s existing Loan Agreement. The Amendment increases the credit limit under the Loan Agreement’s senior secured revolving credit facility from $12.5 million to $25.0 million. The Amendment also amends the covenant in the Loan Agreement that restricts acquisitions by the Company or its subsidiaries in order to allow, without the prior consent of the Lender, acquisitions of a business or its assets 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.

 

Other than the changes described above, the terms and conditions of the Loan Agreement remain in full force and effect.

 

As of July 31, 2022, the Company had no borrowings outstanding on the letter of credit sub-facility and no borrowings outstanding under the revolving credit facility.

 

Borrowings in UK

There were no borrowings outstanding under the Company’s existing credit facility with HSBC Bank at July 31, 2022 and January 31, 2022. Amounts due to the Company, under the facility with HSBC Invoice Finance (UK) Ltd., of $0.8 million and $1.2 million as of July 31, 2022, and January 31, 2022, respectively, are included in other current assets on the accompanying consolidated balance sheets.

 

6. Concentration of Risk

 

Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents, and trade receivables. Concentration of credit risk with respect to trade receivables is generally diversified due to the large number of entities comprising the Company’s customer base and their dispersion across geographic areas principally within the United States. The Company routinely addresses the financial strength of its customers and, as a consequence, believes that its receivable credit risk exposure is limited. The Company does not require customers to post collateral.

 

The Company’s foreign financial depositories are Bank of America; China Construction Bank; Bank of China; China Industrial and Commercial Bank; HSBC (UK); Rural Credit Cooperative of Shandong; Postal Savings Bank of China; Punjab National Bank; HSBC in India, Argentina and UK; Raymond James in Argentina; TD Canada Trust; Banco Itaú S.A., Banco Credito Inversione in Chile; Banco Mercantil Del Norte SA in Mexico; ZAO KB Citibank Moscow in Russia, and JSC Bank Centercredit in Kazakhstan. The Company monitors its financial depositories by their credit rating which varies by country. In addition, cash balances in banks in the United States of America are insured by the Federal Deposit Insurance Corporation subject to certain limitations. There was approximately $4.2 million total included in the U.S. bank accounts and approximately $37.0 million total in foreign bank accounts as of July 31, 2022, of which $40.5 million was uninsured.

 

 
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Major Customer

No customer accounted for more than 10% of net sales during the three and six month periods ended July 31, 2022 and 2021.

 

Major Supplier

No vendor accounted for more than 10% of purchases during the three and six month periods ended July 31, 2022 and 2021.

 

7. Stockholders’ Equity

 

On June 21, 2017, the stockholders of the Company approved the Lakeland Industries, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The executive officers and all other employees and directors of the Company, including its subsidiaries, are eligible to participate in the 2017 Plan. The 2017 Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”), except that with respect to all non-employee directors, the Committee shall be deemed to include the full Board. The 2017 Plan provides for the grant of equity-based compensation in the form of stock options, restricted stock, restricted stock units, performance shares, performance units, or stock appreciation rights (“SARs”).

 

On June 16, 2021, the stockholders of the Company approved Amendment No. 1 (the “Amendment”) to the 2017 Plan. The Amendment increases the number of shares of common stock, par value $0.01 per share, of the Company reserved for issuance under the Plan by 480,000 shares.

 

An aggregate of 840,000 shares of the Company’s common stock are authorized for issuance under the 2017 Plan, as amended subject to adjustment as provided in the 2017 Plan for stock splits, dividends, distributions, recapitalizations and other similar transactions or events. If any shares subject to an award are forfeited, expire, lapse or otherwise terminate without issuance of such shares, such shares shall, to the extent of such forfeiture, expiration, lapse or termination, again be available for issuance under the 2017 Plan.

 

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

 

 

 

Three Months Ended July 31,

 

 

Six Months Ended July 31,

 

 

 

2022

 

 

2021

 

 

2021

 

 

2021

 

2017 Plan:

 

 

 

 

 

 

 

 

 

 

 

 

Total restricted stock and stock option programs

 

$384

 

 

$271

 

 

$790

 

 

$608

 

Total income tax expense recognized for stock-based compensation arrangements

 

$81

 

 

$70

 

 

$166

 

 

$158

 

 

 
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Restricted Stock and Restricted Stock Units

 

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 six months ended July 31, 2022 and 2021. This table reflects the amount of awards granted at the number of shares that would be vested if the Company were to achieve the maximum performance level under the December 2019, April 2020, June 2021 April 2022 and June 2022 grants.

 

 

 

Performance-

Based

 

 

Service-Based

 

 

Total

 

 

Weighted Average Grant Date Fair Value

 

Outstanding at January 31, 2022

 

 

232,838

 

 

 

14,970

 

 

 

247,808

 

 

$20.89

 

Awarded

 

 

33,492

 

 

 

53,082

 

 

 

86,574

 

 

$18.17

 

Vested

 

 

(119,164)

 

(22,669)

 

 

 

(141,833)

 

 

 

 

Forfeited

 

-

 

 

-

 

 

-

 

 

 

 

 

Outstanding at July 31, 2022

 

 

147,166

 

 

 

45,383

 

 

 

192,549

 

 

$19.66

 

 

 

 

Performance-

Based

 

 

Service-Based

 

 

Total

 

 

Weighted Average Grant Date Fair Value

 

Outstanding at January 31, 2021

 

 

245,210

 

 

 

30,930

 

 

 

276,140

 

 

$13.24

 

Awarded

 

 

23,101

 

 

 

38,071

 

 

 

61,172

 

 

$21.71

 

Vested

 

 

(58,574)

 

-

 

 

 

(58,574)

 

 

 

 

Forfeited

 

-

 

 

-

 

 

-

 

 

 

 

 

Outstanding at July 31, 2021

 

 

209,737

 

 

 

69,001

 

 

 

278,738

 

 

$14.75

 

 

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 on measures that include Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) margin, revenue growth, and free cash flow for the April 2020 and June 2021 grants and revenue growth and EBITDA margin for the April 2022 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 July 31, 2022, unrecognized stock-based compensation expense totaled $2.1 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.

 

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 current stock repurchase program under which the Company may repurchase up to an additional $5 million of its outstanding common stock (the “Existing Share Repurchase Program”).

 

 
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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 (the “New Share Repurchase Program”), effective upon the completion of the Existing Share Repurchase Program. The New Share Repurchase Program has no expiration date but may be terminated by the Board of Directors at any time.

 

Shares repurchased in Q2 FY23 totaled 171,133 shares at a cost of $2.7 million leaving approximately $2.7 million remaining under the stock repurchase programs at July 31, 2022.

 

8. Income Taxes

 

The Company’s provision for income taxes for the three and six months ended July 31, 2022 and 2021 is based on the estimated annual effective tax rate, in addition to discrete items.

 

The Company changed its permanent reinvestment assertions for its Chinese operations during the second quarter due to increased volatility of the Chinese yuan and an updated evaluation of investment strategies. The Company recorded $2 million in withholding taxes for a planned repatriation. Going forward, any adjustments to this provision will be reflected through current tax expense.

 

The Company's effective tax rate for the second quarter of FY23 was 149.9%. As noted above the Company recorded $2 million in withholding taxes due to a change in its’ permanent reinvestment assertion related to China. Excluding this discrete expense, the effective rate was 35.0% which differs from the U.S. federal statutory rate of 21% primarily due to rate differentials in foreign tax jurisdictions and Global Intangible Low-Taxed Income (“GILTI”). The Company's effective tax rate for the second quarter of FY22 was 26.9% which differs from the U.S. federal statutory rate of 21% primarily due to rate differentials in foreign tax jurisdictions and state income taxes. 

 

The Company's effective tax rate for the six months ended July 31, 2022 was 91.8%. In addition to the $2 million discrete item above, in Q1 FY23, the Company recorded deferred tax benefits of $0.2 million related to accruals for China social taxes based on our evaluation of the deductibility of these items. Excluding these discrete items, the effective rate was 34.1% which differs from the U.S. federal statutory rate of 21% primarily due to rate differentials in foreign tax jurisdictions and GILTI. The Company's effective tax rate for the six months ended July 31, 2021 was 25.4% which differs from the U.S. federal statutory rate of 21% primarily due to rate differentials in foreign tax jurisdictions, state income taxes and the discrete item discussed above.

 

The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. The valuation allowance was $3.7 million and $3.2 million at July 31, 2022 and January 31, 2022, respectively.

 

 
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Table of Contents

 

9. Net Income (Loss) Per Share

 

The following table sets forth the computation of basic and diluted net income (loss) per share as follows (in $000s except per share amounts):

 

 

 

Three Months Ended July 31,

 

 

Six Months Ended July 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$(870)

 

$2,968

 

 

$259

 

 

$7,970

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator for basic net income (loss) per share (weighted-average shares which exclude shares in the treasury, 1,135,855 and 736,696 at July 31, 2022 and  2021, respectively

 

 

7,670,636

 

 

 

7,982,995

 

 

 

7,656,470

 

 

 

7,964,058

 

Effect of dilutive securities from restricted stock plan

 

 

-

 

 

 

158,112

 

 

 

184,811

 

 

 

156,351

 

Denominator for diluted net income (loss) per share (adjusted weighted average shares)

 

 

7,670,636

 

 

 

8,141,107

 

 

 

7,841,281

 

 

 

8,120,409

 

Basic net income (loss) per share

 

$(0.11)

 

$0.37

 

 

$0.03

 

 

$1.00

 

Diluted net income (loss) per share 

 

$(0.11)

 

$0.36

 

 

$0.03

 

 

$0.98

 

 

10. Contingencies

 

Certain conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been or is probable of being incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

 

General litigation contingencies

The Company is involved in various litigation proceedings arising during the normal course of business which, in the opinion of the management of the Company, will not have a material effect on the Company’s financial position, results of operations or cash flows; however, there can be no assurance as to the ultimate outcome of these matters. As of July 31, 2022, to the best of the Company’s knowledge, there were no significant outstanding claims or litigation.

 

 
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Table of Contents

 

11. Segment Reporting

 

We manage our operations by evaluating each of our geographic locations. Our US operations include a facility in Alabama (primarily the distribution to customers of the bulk of our products and the light manufacturing of our chemical, woven, reflective, and fire products). The Company also maintains one manufacturing company in China (primarily disposable and chemical suit production), a manufacturing facility in Mexico (primarily disposable, reflective, fire and chemical suit production), a manufacturing facility in Vietnam (primarily disposable production) and a small manufacturing facility in India. Our China facilities produce the majority of the Company’s products and China generates a significant portion of the Company’s international revenues. We evaluate the performance of these entities based on operating profit, which is defined as income before income taxes, interest expense and other income and expenses. We have sales forces in the USA, Canada, Mexico, Europe, Latin America, India, Russia, Kazakhstan and China, which sell and distribute products shipped from the United States, Mexico, India or China.

 

The table below represents information about reported segments for the three and six month periods noted therein:

 

 

 

Three Months Ended July 31,

 

 

Six Months Ended July 31,

 

 

 

(in millions of dollars)

 

 

(in millions of dollars)

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

USA Operations (including Corporate)

 

$13.43

 

 

$11.30

 

 

$25.68

 

 

$27.71

 

Other foreign

 

 

2.43

 

 

 

2.55

 

 

 

4.62

 

 

 

5.01

 

Europe (UK)

 

 

1.88

 

 

 

2.69

 

 

 

3.85

 

 

 

7.09

 

Mexico

 

 

1.50

 

 

 

1.06

 

 

 

2.74

 

 

 

2.87

 

Asia

 

 

19.32

 

 

 

19.27

 

 

 

33.98

 

 

 

37.46

 

Canada

 

 

2.26

 

 

 

2.08

 

 

 

4.53

 

 

 

3.86

 

Latin America

 

 

2.55

 

 

 

3.23

 

 

 

4.45

 

 

 

6.79

 

Less intersegment sales

 

 

(15.19)

 

 

(14.71)

 

 

(24.39)

 

 

(29.23)

Consolidated sales

 

$28.18

 

 

$27.47

 

 

$55.46

 

 

$61.56

 

External Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

USA Operations (including Corporate)

 

$11.90

 

 

$10.16

 

 

$23.13

 

 

$25.85

 

Other foreign

 

 

1.83

 

 

 

1.75

 

 

 

3.64

 

 

 

3.33

 

Europe (UK)

 

 

1.88

 

 

 

2.69

 

 

 

3.85

 

 

 

7.09

 

Mexico

 

 

1.06

 

 

 

0.75

 

 

 

1.91

 

 

 

2.30

 

Asia

 

 

6.74

 

 

 

6.93

 

 

 

13.98

 

 

 

12.57

 

Canada

 

 

2.26

 

 

 

2.08

 

 

 

4.53

 

 

 

3.86

 

Latin America

 

 

2.51

 

 

 

3.11

 

 

 

4.42

 

 

 

6.56

 

Consolidated external sales

 

$28.18

 

 

$27.47

 

 

$55.46

 

 

$61.56

 

 

 
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Table of Contents

 

Intersegment Sales:

 

 

 

 

 

 

 

 

 

 

 

 

USA Operations (including Corporate)

 

$1.53

 

 

$1.15

 

 

$2.55

 

 

$1.88

 

Other foreign

 

 

0.60

 

 

 

0.80

 

 

 

0.98

 

 

 

1.68

 

Mexico

 

 

0.44

 

 

 

0.30

 

 

 

0.83

 

 

 

0.56

 

Asia

 

 

12.58

 

 

 

12.34

 

 

 

20.00

 

 

 

24.89

 

Latin America

 

 

0.04

 

 

 

0.12

 

 

 

0.03

 

 

 

0.22

 

Consolidated intersegment sales

 

$15.19

 

 

$14.71

 

 

$24.39

 

 

$29.23

 

 

 

 

Three Months Ended July 31,

 

 

Six Months Ended July 31,

 

 

 

(in millions of dollars)

 

 

(in millions of dollars)

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Operating Profit (Loss):

 

 

 

 

 

 

 

 

 

 

 

 

USA Operations (including Corporate)

 

$(1.24)

 

$(1.10)

 

$(3.30)

 

$(0.83)

Other foreign

 

 

(0.07)

 

 

0.43

 

 

 

0.14

 

 

 

1.00

 

Europe (UK)

 

 

(0.36)

 

 

0.15

 

 

 

(0.62)

 

 

1.75

 

Mexico

 

 

(0.07)

 

 

(0.38)

 

 

(0.61)

 

 

(0.33)

Asia

 

 

3.40

 

 

 

3.17

 

 

 

5.95

 

 

 

6.64

 

Canada

 

 

0.32

 

 

 

0.29

 

 

 

0.95

 

 

 

0.76

 

Latin America

 

 

0.54

 

 

 

0.77

 

 

 

0.84

 

 

 

1.67

 

Intersegment profit (loss)

 

 

(0.72)

 

 

0.74

 

 

 

(0.11)

 

 

0.04

 

Consolidated operating profit

 

$1.80

 

 

$4.07

 

 

$3.24

 

 

$10.70

 

    

 

 

 

 

 

 

 

July 31,

2022

 

 

January 31,

2022

 

 

 

(in millions of dollars)

 

Total Assets:

 

 

 

 

 

 

USA Operations (including Corporate)

 

$50.57

 

 

$53.36

 

Other foreign

 

 

8.55

 

 

 

8.92

 

Europe (UK)

 

 

7.80

 

 

 

8.79

 

Mexico

 

 

5.02

 

 

 

5.06

 

Asia

 

 

54.65

 

 

 

52.26

 

Canada

 

 

6.64

 

 

 

4.99

 

Latin America

 

 

8.23

 

 

 

7.41

 

Consolidated assets

 

$141.46

 

 

$140.79

 

 

 
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The table below presents external sales by product line:

 

 

 

Three Months Ended July 31,

(in millions of dollars)

 

 

Six Months Ended July 31,

(in millions of dollars)

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

External Sales by product lines:

 

 

 

 

 

 

 

 

 

 

 

 

Disposables

 

$12.72

 

 

$15.19

 

 

$27.22

 

 

$34.89

 

Chemical

 

 

7.16

 

 

 

5.60

 

 

 

12.27

 

 

 

13.86

 

Fire

 

 

2.98

 

 

 

2.52

 

 

 

5.67

 

 

 

4.42

 

Gloves

 

 

0.55

 

 

 

1.70

 

 

 

1.09

 

 

 

3.32

 

High Visibility

 

 

1.34

 

 

 

0.59

 

 

 

2.94

 

 

 

1.04

 

High Performance Wear

 

 

1.11

 

 

 

1.01

 

 

 

2.48

 

 

 

1.87

 

Wovens

 

 

2.32

 

 

 

0.86

 

 

 

3.79

 

 

 

2.16

 

Consolidated external sales

 

$28.18

 

 

$27.47

 

 

$55.46

 

 

$61.56

 

 

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

 

Forward-Looking Statements

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.

 

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 are subject to risk as a result of our international manufacturing operations and are subject to the risk of doing business in foreign countries;

 

·

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;

 

·

we have manufacturing and other operations in China which may be adversely affected by tariff wars and other trade maneuvers;

 

·

our results of operations may vary widely from quarter to quarter;

 

·

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 tax expense 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;

 

·

our directors and executive officers have the ability to exert significant influence on us and on matters subject to a vote of our stockholders;

 

·

provisions in our restated certificate of incorporation and by-laws and Delaware law could make a merger, tender offer or proxy contest difficult;

 

·

acquisitions and investments could be unsuccessful;

 

·

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;

 

·

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 2022 Form 10-K.

 

 
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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.

 

Business Overview

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 into China, the European Economic Community (“EEC”), Canada, Chile, Argentina, Russia, Kazakhstan, Colombia, Mexico, Ecuador, India 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. More recently we have 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. The Company is adding a new manufacturing facility in Monterrey, Mexico that we expect to be operational in FY 24.  This new capacity will help shorten delivery times for the North American markets.  Manufacturing expansion is not only necessary to control rising costs, it is also necessary for Lakeland to achieve its growth objectives.

   

Our net sales attributable to customers outside the United States were $16.4 million and $17.3 million for the three months ended July 31, 2022 and 2021, respectively and $32.4 million and $35.7 million for the six months ended July 31, 2022 and 2021, respectively.

 

We are continually monitoring the potential financial impact of the Russian invasion of Ukraine on our operations. For the first half of FY23, sales in Russia were approximately 2.5% of our consolidated sales and sales into Ukraine were not significant. We do not have any capital assets in Russia.

 

We have not experienced any manufacturing capacity issues due to inability to source raw materials, government quarantine, or shelter-in-place orders, or due to COVID-19 outbreaks in any of our factories, however there can be no assurance that this will continue to be the case. In addition, we cannot predict any potential incremental cost that may be associated with any federal, state or local vaccine mandates or related testing protocol. While current economic indicators and industry data indicate an industrial market recovery, potential headwinds to revenue as we emerge from pandemic sales include the possibility of a recession and the continued presence of consumer stockpiled inventories that may temper demand within our regular markets in the remainder of FY23.

   

While we have not experienced any raw materials shortages in our Asian manufacturing operations, we are experiencing some issues with U.S. sourced raw materials due to labor and precursor shortages affecting our higher margin product lines. In both Asia and the U.S., increasing labor and freight costs, as well as inflationary pressures threaten to drive raw material costs up and may negatively impact our gross margins. Where we can, we will seek to recover increased costs with corresponding price increases.

 

Additionally, we have experienced, along with most other companies across many industries, the macro-economic impact of a challenging employment environment related to hiring and retaining employees and wage inflation. We expect that these hiring, retention, and wage inflation challenges, as well as challenges related to maintaining our current workforce, will continue through the remainder of FY23. These hiring, retention, and cost challenges may negatively affect our ability to grow our business and keep our best employees or increase our cost of operations.

 

 
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Results of Operations

 

Three Months ended July 31, 2022, Compared to the Three Months Ended July 31, 2021

 

Net Sales. Net sales were $28.2 million for the three months ended July 31, 2022, an increase of $0.7 million or 2.5% compared to $27.5 million for the three months ended July 31, 2021. Sales of our fire, high performance, high visibility and woven product lines increased by $1.6 million reflecting strengthening in the industrial markets. Our sales were negatively impacted by declines in our disposable and chemical product lines by $0.9 million though we were seeing an increase in direct container activity at the end of the second quarter.

 

Gross Profit. Gross profit for the three months ended July 31, 2022 was $11.6 million, a decrease of $1.3 million, or 10.0%, compared to $12.9 million for the three months ended July 31, 2021. Gross profit as a percentage of net sales decreased to 41.3% for the three month period ended July 31, 2022, from 46.8% for the three months ended July 31, 2021. Gross profit performance in the fiscal 2022 period benefited from higher factory utilization and an improving product mix with pricing power. Major factors driving the decline in gross margins in the three months ended July 31, 2022, were:

 

 

·

Change in product mix during the current quarter with a decline in disposable and chemical sales.

 

·

Increases in transportation costs.

 

Operating Expense. Operating expenses increased 11.4% from $8.8 million for the three months ended July 31, 2021 to $9.8 million for the three months ended July 31, 2022. This increase is attributable to increases in travel and trade show expenses, administrative expenses and currency fluctuations. Currency fluctuations accounted for $0.4 million of the increases due primarily to the fluctuation in the Chinese yuan. Operating expenses as a percentage of net sales was 34.8% for the three months ended July 31, 2022, up from 32.0% for the three months ended July, 2021 primarily due to the increased costs noted above.

 

Operating Profit. Operating profit declined to $1.8 million for the three months ended July 31, 2022 from $4.1 million for the three months ended July 31, 2021, due to the impacts detailed above. Operating margins were 6.4% for the three months ended July 31, 2022, as compared to 14.8% for the three months ended July 31, 2021.

   

Income Tax Expense. Income tax expense consists of federal, state and foreign income taxes. Income tax expense was $2.6 million for the three months ended July 31, 2022, compared to $1.1 million for the three months ended July 31, 2021. The Company changed its’ permanent reinvestment assertions for their Chinese operations during the second quarter due to increased volatility of the Chinese yuan and an updated evaluation of investment strategies. The Company recorded $2 million in withholding taxes for a planned repatriation during FY23. The effective rate for the three months ended July 31 2022 was 149.9%. Excluding the discrete item above the effective rate was 35.0%. The effective rate for the three months ended July 31, 2021 was 26.9%.

 

Net Income (Loss). Net loss for the three months ended July 31, 2022 was $0.9 million a decline of $3.9 million from net income of $3.0 million for the three months ended July 31, 2021.  The decline was due to the factors discussed above.

  

Six Months ended July 31, 2022, Compared to the Six Months Ended July 31, 2021

 

Net Sales. Net sales were $55.5 million for the six months ended July 31, 2022 as compared to $61.6 million for the six months ended July 31, 2021, a decrease of 9.9%. Sales of our disposable and chemical product lines declined by $9.3 million in the first half of the year due to reduction in direct container sales driven by diminishing COVID-19 demand and continued softness in demand for industrial applications. As noted, it is anticipated that COVID-19 demand will continue to diminish. Other product lines such as fire, high performance, and gloves, increased by $3.2 million in the aggregate during the period due to strengthening in those markets.

 

For the six months ended July 31, 2021 sales globally were driven by COVID-19 demand, as we realized significant increases in all markets for our disposable and chemical product lines.

 

 
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Gross Profit. Gross profit was $22.7 million for the six months ended July 31, 2022, a decrease of $4.9 million, or 17.8%, from $27.6 million for the six months ended July 31, 2021. Gross profit as a percentage of net sales decreased to 40.9% for the six months ended July 31, 2022, from 44.9% for the six months ended July 31, 2021. Major factors driving gross margins were:

 

 

·

Significant decreases in volumes driven by reduced COVID-19 demand.

 

·

Decrease in direct container sales.

 

·

Return to competitive pricing pressures as COVID-19 demand decreases.

  

Operating Expense. Operating expenses increased $2.5 million, or 14.8%, to $19.4 million for the six months ended July 31, 2022 from $16.9 million for the six months ended July 31, 2021. Operating expenses as a percentage of net sales was 35% for the six months ended July 31, 2022, up from 27.5% for the six months ended July 31, 2021. The increased percentage is primarily due to the expenses noted below and lower sales volumes.  Selling expenses were higher by $1.0 million due to increases in freight out and customs fees coupled with higher travel, advertising and trade show expenses as COVID-19 restrictions have lifted.  General and administrative expenses increased by $1.4 million driven by currency fluctuations accounting for $1.1 million of the increase due to the strengthening of the U.S. dollar primarily against the Chinese yuan.The remaining increase was due to increases in rent and technology costs.

  

   Operating Profit. Operating profit decreased to $3.2 million for the six months ended July 31, 2022 from $10.7 million for the six months ended July 31, 2021, due to the impacts detailed above. Operating margins were 5.8% for the six months ended July 31, 2022, as compared to 17.4% for the six months ended July 31, 2021.

  

Income Tax Expense. Income tax expense consists of federal, state and foreign income taxes. Income tax expense was $2.9 million for the six months ended July 31, 2022, compared to $2.7 million for the six months ended July 31, 2021.

  

In Q2 FY23, the Company changed its’ permanent reinvestment assertions for its Chinese operations during the second quarter due to increased volatility of the Chinese yuan and geopolitical uncertainties.  The Company recorded $2 million in withholding taxes for a planned repatriation 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 34.1% and 29.1% for the six months ended July 31, 2022 and 2021, respectively.

  

Net Income (Loss). Net income decreased by $7.7 million to $0.3 million for the six months ended July 31, 2022 from $8.0 million for the six months ended July 31, 2021.

  

Significant Balance Sheet Fluctuation July 31, 2022, Compared to January 31, 2022

Cash decreased by $11.5 million due to cash used in operating activities of $4.6 million for the six months ended July 31, 2022 primarily due to an increase in current assets of $11.9 million driven by a build in inventory to support customers by reducing delivery times and an increase in accounts receivable due to timing of sales in the current quarter.  Offsetting these increases was net income of $0.3 million, non-cash expenses of $3.5 million for deferred taxes, depreciation and amortization and stock compensation, and increase in current liabilities of $3.5 million. 

   

The Company invested $0.5 million for the six months ended July 31, 2022 in office and manufacturing equipment purchases and made an additional investment in Bodytrak of $1.9 million.

 

Net cash used in financing activities was $3.9 million for the six months ended July 31, 2022, due to $3.1 million in shares repurchased and shares returned to pay income taxes on shares vested under our equity compensation program. 

  

Capital expenditures for the three and six months ended July 31, 2022 were $0.1 million and $0.5 million respectively.

 

 
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Table of Contents

 

Liquidity and Capital Resources

 

At July 31, 2022, cash and cash equivalents were approximately $41.2 million and working capital was approximately $103.1 million. Cash and cash equivalents decreased $11.5 million and working capital decreased $5.6 million from January 31, 2022, primarily due to treasury stock purchases of $3.1 million, additional investment in Bodytrak of $1.9 million and $0.5 million of capital expenditures.

  

Of the Company’s total cash and cash equivalents of $41.2 million as of July 31, 2022, cash held in Latin America of $2.1 million, cash held in Russia and Kazakhstan of $0.9 million, cash held in the UK of $0.5 million, cash held in India of $0.6 million, cash held in Hong Kong of $0.5 million and cash held in Vietnam of $0.7 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”). When the Company repatriates cash from China, of the $29.5 million balance at July 31, 2022 there could be an additional 10% withholding tax incurred in that country. The Company expects to repatriate cash from China during FY 23, and in anticipation of doing so, has accrued a withholding tax expense of $2.0 million as of July 31, 2022.

  

Net cash used in operating activities of $4.6 million for the six months ended July 31, 2022 was primarily due to an increase in current assets of $11.9 million partially offset by net income of $0.3 million, non-cash expenses of $3.5 million for deferred taxes, depreciation and amortization and stock compensation, and increase in current liabilities of $3.5 million.  The increase in current assets was driven by a build in inventory to support customers by reducing delivery times.   We do not expect the inventory build to continue in the second half of the year.  Net cash used in investing activities of $2.3 million for the six months ended July 31, 2022 reflects office and manufacturing equipment purchases and the additional investment in Bodytrak of $1.9 million. Net cash used in financing activities was $3.9 million for the six months ended July 31, 2022, due to $3.1 million in shares repurchased under our Existing Share Repurchase Program and shares returned to pay income taxes on shares vested under our equity compensation program.

  

We believe our current cash balance and cashflow from operations will be sufficient to satisfy our projected working capital and planned capital expenditures for the foreseeable future.

 

On June 25, 2020, we entered into a Loan Agreement (the “Loan Agreement”) with Bank of America (“Lender”). The Loan Agreement provides the Company with a secured $12.5 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 $17.5 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. The credit facility will mature on June 25, 2025. 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. All outstanding principal and unpaid accrued interest under the revolving credit facility is due and payable on the maturity date. The one-month LIBOR is expected to cease publication after June 30, 2023. The Loan Agreement provides that if the rate is not available for any reason, then the rate will be determined by such alternate method as reasonably selected by the Lender. 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 June 18, 2021, the Company entered into an Amendment No. 1 to Loan Agreement (the “Amendment”) with the Lender, which modifies certain terms of the Company’s existing Loan Agreement with the Lender. The Amendment increases the credit limit under the Loan Agreement’s senior secured revolving credit facility from $12.5 million to $25.0 million. The Amendment also amends the covenant in the Loan Agreement that restricts acquisitions by the Company or its subsidiaries in order to allow, without the prior consent of the Lender, acquisitions of a business or its assets 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.

 

 
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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 July 31, 2022.

 

Other than the changes described above, the terms and conditions of the Loan Agreement remain in full force and effect.

 

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 current stock repurchase program under which the Company may repurchase up to an additional $5 million of its outstanding common stock (the “Existing Share Repurchase Program”).  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 (the “New Share Repurchase Program”). The New Share Repurchase Program became effective upon the completion of the Existing Share Repurchase Program.  The New Share Repurchase Program has no expiration date but may be terminated by the Board of Directors at any time.  Shares repurchased in the three months ended July 31, 2022, totaled 171,133 shares at a cost of $2.7 million leaving $2.7 million remaining available for repurchase under the New Share Repurchase Program at July 31, 2022. 

  

Capital Expenditures. Our capital expenditures for the first six months of FY23 of $0.5 million principally relate to capital purchases for our manufacturing facilities in Mexico, Vietnam and India, enhancement of our global IT infrastructure and furnishing our new corporate headquarter office. We anticipate FY23 capital expenditures to be approximately $3.0 million as we continue to deploy our ERP solution globally, invest in strategic capacity expansion, and replace existing equipment in the normal course of operations. The Company may also seek to expend funds in connection with acquisitions.

 

Critical Accounting Policies and Estimates

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 2022 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 2022 Form 10-K. There have been no significant changes in the application of our critical accounting policies during the six months ended July 31, 2022.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

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.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

Based on their evaluation as of the end of the period covered by this Form 10-Q, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the second quarter of fiscal 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 
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Table of Contents

 

PART II. OTHER INFORMATION

 

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

 

Issuer Purchases of Equity Securities

 

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 current stock repurchase program under which the Company may repurchase up to an additional $5 million of its outstanding common stock (the “Existing Share Repurchase Program”).  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 (the “New Share Repurchase Program”). The New Share Repurchase Program became effective upon the completion of the Existing Share Repurchase Program.  The New 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 second quarter of 2023:

 

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 (2)

 

May 1 – May 31

 

 

—

 

 

$—

 

 

 

—

 

 

$5,397,981

 

June 1 – June 30

 

 

80,914

 

 

$16.02

 

 

 

73,467

 

 

$4,220,727

 

July 1 – July 31

 

 

97,666

 

 

$15.79

 

 

 

97,666

 

 

$2,678,566

 

Total

 

 

178,580

 

 

$15.88

 

 

 

171,133

 

 

$2,678,566

 

___________ 

(1)

Includes withholding of 7,447 restricted shares to cover taxes on vested restricted shares during the second quarter of FY23.

(2)

Represents the amount remaining under the Existing Share Repurchase Program and New Share Repurchase Program for the May, June and July periods and the amount remaining under the New Share Repurchase Program as of July 31, 2022.

 

 
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Table of Contents

 

Item 6. Exhibits:

 

Exhibits:

* Filed herewith

† Furnished herewith

 

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

Lease Agreement, by and between Morena de la Garza Gonzalez and Alejandro Mario Gonzalez Quezada and Lakeland Industries, Inc.(incorporated by reference to Exhibit 10.1 of Lakeland Industries, Inc.’s Form 8-K filed August 17, 2022)

10.2

Continuing Guaranty, dated as of July 6, 2022, by Lakeland Industries, Inc. in favor of Morena de la Garza Gonzalez and Alejandro Mario Gonzalez Quezada (incorporated by reference to Exhibit 10.2 of Lakeland Industries, Inc.’s Form 8-K filed August 17, 2022)

10.3*

Form of Performance-Based Restricted Stock Unit Award Agreement

10.4*

Form of Director Restricted Stock Unit Award Agreement

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 July 31, 2022, 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)

 

 
25

Table of Contents

 

SIGNATURES

 

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.

 

 

 

LAKELAND INDUSTRIES, INC.

(Registrant)

 

 

 

 

Date:  September 8, 2022

/s/ Charles D. Roberson

 

 

Charles D. Roberson,

Chief Executive Officer, President and Secretary

 (Principal Executive Officer and Authorized Signatory)

 

 

 

 

Date:  September 8, 2022

/s/ Allen E. Dillard

 

 

Allen E. Dillard,

Chief Operating and Financial Officer

(Principal Financial Officer and Authorized Signatory)

 

 

 
26

 

EXHIBIT 10.3

 

LAKELAND INDUSTRIES, INC.

2017 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

 

This Restricted Stock Unit Award Agreement (this “Agreement”) is made effective as of the Date of Grant specified below, by and between Lakeland Industries, Inc., a Delaware corporation (the “Company”), and the Participant specified below.

 

Participant

___________________

Date of Grant

____________, 20__

Number of Restricted Stock Units

_____ Restricted Stock Units (assuming the Target “Performance Conditions” set forth in Appendix A of this Agreement are achieved with respect to any Restricted Stock Units subject to Performance Conditions)

Vesting Schedule

The number of Restricted Stock Units that vest is generally determined pursuant to Appendix A attached to this Agreement, subject to provisions regarding earlier termination under Section 5 of this Agreement. The period over which the Restricted Stock Units vest is referred to as the “Performance Period.”

 

The purpose of this Agreement is to establish a written agreement evidencing the Restricted Stock Unit Award granted pursuant to the Lakeland Industries, Inc. 2017 Equity Incentive Plan (the “Plan”). All of the terms and conditions of the Plan are fully incorporated herein by reference. Unless the context clearly indicates otherwise, capitalized terms used but not defined herein will have the meaning given to such terms in the Plan.

 

1. Grant of Restricted Stock Units.

 

(a) Grant. Pursuant to Section 8 of the Plan, the Company hereby grants to the Participant on the Date of Grant set forth above, an Award of Restricted Stock Units (the “Award”), as may be adjusted pursuant to Section 7(e) hereof (the “Restricted Stock Units”), on the terms and conditions and subject to the terms, conditions and restrictions set forth in this Agreement and the Plan. Each Restricted Stock Unit under this Agreement represents a right to receive one (1) share of common stock, $0.01 par value per share, of the Company (the “Shares”) on the date determined in accordance with this Agreement, provided the vesting conditions of the Award are satisfied.

 

(b) Consideration. The grant of the Award of Restricted Stock Units is made in consideration of the services to be rendered by the Participant to the Company.

 

 

 

 

(c) Settlement. Except as otherwise provided in a valid deferral election made by the Participant in accordance with Treasury Regulation Section 1.409A-2 (a “Deferral Election”) and Section 7(b) of this Agreement, the Restricted Stock Units shall be settled in accordance with the terms set forth herein, including Appendix A. No Shares will be delivered pursuant to this Award unless and until all legal requirements applicable to the issuance or transfer of such Shares have been complied with to the satisfaction of the Company. Subject to the foregoing provisions, Shares issued in settlement of the Restricted Stock Units shall be made either through the issuance to the Participant (or to the executors or administrators of Participant’s estate in the event of the Participant’s death) of a stock certificate or evidence such Shares have been registered in book entry form in the name of the Participant with the Company’s stock transfer agent for a number of Shares equal to the number of vested Restricted Stock Units. The Shares issued upon the settlement of the Restricted Stock Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 7 of this Agreement, the Company’s insider trading policies, any federal, state or foreign law, all applicable requirements of any stock exchange or automated quotation system on which the Company’s Shares may be listed or quoted at the time of such issuance or transfer or any contractual obligation to which the Participant is subject (such as a “lock-up” or “market stand-off” agreement). The Company shall not be required to issue fractional Shares upon the settlement of the Restricted Stock Units.

 

2. Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, during the Performance Period, the Restricted Stock Units and the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto during the Performance Period shall be wholly ineffective.

 

3. Rights as Stockholder; Dividends. Until such time as the Restricted Stock Units have vested and settled and certificates for Shares are issued, the Participant shall have no voting rights or rights to receipt of cash distributions or dividends, except as may result under Section 7(e) hereof.

 

4. Tax Withholding. The Participant shall be required to pay to the Company and the Company shall have the right to deduct from any compensation paid to the Participant pursuant to the Plan, or the Participant may make arrangements satisfactory to the Company regarding the payment of, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may, in its sole discretion, permit a Participant to satisfy the minimum required withholding obligations (or such higher amount that would not have an adverse accounting effect) with Shares, including Shares that are part of the Restricted Stock Units that gives rise to the withholding requirement. The obligations of the Company under the Plan will be conditioned on such payment or arrangements, and to the extent permissible under Section 409A, the Company will have the right to withhold and deduct any such taxes from any payment of any kind otherwise due to the Participant.

 

5. Effect of Termination of Employment or Service.

 

(a) Death or Disability. If the Participant’s employment or service terminates because of the death or Disability of the Participant, the Participant (or his or her estate in the event of death) will be entitled to a prorated award following the end of the applicable Performance Period, determined by multiplying the award amount (subject to any applicable Performance Conditions) by a fraction, the numerator of which will be the number of full months of the Performance Period that elapsed prior to the termination of employment or service and the denominator of which will be the total number of full months in the applicable Performance Period. The prorated award will be paid on the date on which the Company pays awards in the normal course for such Performance Period.

 

(b) Other Termination of Service. If the Participant’s employment or service terminates for any reason except death or Disability, any Restricted Stock Units that are not vested on the date of such termination shall be forfeited immediately.

 

6. Effect of Change in Control. In the event of a Change in Control, Section 3(d) of the Plan will govern the treatment of the Restricted Stock Units.

 

 
2

 

 

7. Miscellaneous.

 

(a) Legends. A legend may be placed on any certificate(s) or other document(s) delivered to the Participant indicating any restrictions on transferability of the Shares issued pursuant to this Agreement, or any other restrictions that the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal securities laws or any stock exchange on which the Shares are then listed or quoted.

 

(b) Section 409A of the Code. It is intended that the Award of Restricted Stock Units granted pursuant to this Agreement (as well as any valid Deferral Election relating thereto) and the provisions of this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and interpretive guidance issued thereunder (“Section 409A”), and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Company may, in its reasonable discretion, amend this Agreement if it determines that such an amendment is necessary and appropriate to avoid or mitigate the application of any such taxes or penalties. Notwithstanding the foregoing, neither the Company nor the administrator shall have any obligation to take any action to prevent the assessment of any additional tax or penalty on the Participant under Section 409A, and neither the Company nor the administrator will have any liability to the Participant for such tax or penalty. Notwithstanding any other provision of this Agreement or any Deferral Election to the contrary, (i) any amounts payable hereunder on account of a termination of the Participant’s employment and which are subject to Section 409A (or any exemption therefrom that requires the occurrence of a “separation from service” as a condition to payment) shall not be paid until the Participant has experienced a “separation from service” within the meaning of Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Section 409A with a valid Deferral Election, then any settlement that would otherwise have occurred pursuant to the Deferral Election during the six-month period following the Participant’s “separation from service” (within the meaning of Section 409A) shall instead be settled in the seventh month following the Participant’s separation from service or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Participant’s death).

 

(c) Award Subject to Company Clawback. Any adjustment in financial reporting may result in application of the Clawback Policy of the Company.

 

(d) No Right to Continued Employment or Service. The Participant’s right, if any, to continue to serve the Company or any Affiliate of the Company as an employee or otherwise will not be enlarged or otherwise affected by the Plan or this Agreement. This Agreement does not restrict the right of the Company or any Affiliate to terminate the Participant’s employment or service at any time.

 

(e) Adjustments. If any change is made to the outstanding shares of common stock of the Company or the capital structure of the Company, if required, the Shares shall be adjusted in any manner as contemplated by Section 3(c) of the Plan.

 

(f) Amendment. Subject to the provisions of the Plan and this Agreement, the Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock Unit Award, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant’s rights under this Agreement without the Participant’s consent.

 

(g) Notices. All notices and other communications required or permitted under this Agreement shall be written and shall be addressed as follows: (i) if to the Company, to the Company’s principal executive office to the attention of its Chief Executive Officer (or such other Person as the Company may designate in writing from time to time or to the Chief Financial Officer in the case that the Chief Executive Officer is the Participant); and (ii) if to the Participant or his or her successor, to the address contained in the Company’s personnel files, or at such other address as that Participant may hereafter designate in writing to the Company. Any such notice or other communication will be deemed duly given: if delivered personally or via recognized overnight delivery service, on the date and at the time so delivered; if sent via telecopier or email, on the date and at the time telecopied or emailed with confirmation of delivery; or, if mailed, five (5) days after the date of mailing by registered or certified mail. A party may change its address for the purpose hereof by giving notice in accordance with the provisions of this Section 7(g).

 

 
3

 

 

(h) Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock Units may be transferred by will or the laws of descent or distribution.

 

(i) Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company in whole or in part at any time, in its discretion, subject to the provisions of Section 11 of the Plan. The grant of the Award of Restricted Stock Units in this Agreement does not create any contractual right or other right to receive any Awards of Restricted Stock Units or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment or service with the Company.

 

(j) Termination of Other Benefits. The value of the Participant’s Award of Restricted Stock Units is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

 

(k) Interpretation. This Agreement is subject to and controlled by the Plan. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company. This Agreement (and any valid Deferral Election relating thereto) is the final, complete and exclusive expression of the understanding between the parties and supersedes any prior or contemporaneous agreement or representation, oral or written, between them relating to this Award or Agreement. In the event that any provision of this Agreement shall be held to be illegal or unenforceable, such provision shall be severed from this Agreement and the entire Agreement shall not fail on account thereof, but shall otherwise remain in full force and effect. As used herein, the masculine pronoun shall include the feminine and the neuter, as appropriate to the context. Unless the context otherwise requires, references herein to a “Section” means a Section of this Agreement. Section headings contained herein are for convenience only and shall not alter any of the parties’ respective rights or obligations hereunder.

 

(l) Governing Law. This Agreement, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Alabama, without reference to principles of conflict of laws, and construed accordingly.

 

(m) Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall be deemed one and the same instrument.

 

(n) Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Award of Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement.

 

(o) Deferral. To the extent permitted by the Company, the Participant may elect to defer settlement of his or her vested (if any) Restricted Stock Units, and the recognition of taxable income with respect to such settlement, by making a timely deferral election on a form provided by the Company. If the Participant makes a valid deferral election, the Participant will recognize ordinary income when the deferred Restricted Stock Units settle.

 

(signature page immediately follows)

 

 
4

 

 

IN WITNESS WHEREOF, this Agreement has been executed effective as of the date first set forth above.

 

 

LAKELAND INDUSTRIES, INC.

By:

Name:

 Charles D. Roberson

Title:

Chief Executive Officer and President

Participant

 

 

 

Name (print):

 

 

 

 

APPENDIX A – VESTING SCHEDULE

 

[Intentionally omitted]

 

 

 

 

EXHIBIT 10.4

 

LAKELAND INDUSTRIES, INC.

2017 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Director)

 

This Restricted Stock Unit Award Agreement (this “Agreement”) is made effective as of the Date of Grant specified below, by and between Lakeland Industries, Inc., a Delaware corporation (the “Company”), and the Participant specified below.

 

Participant

_______________

Date of Grant

June 15, 2022

Number of Restricted Stock Units

_________ Restricted Stock Units

Vesting Schedule

Subject to Section 5 of this Agreement regarding early termination, vesting of the Restricted Stock Units shall be determined in accordance with Section 1(b) of this Agreement. The period over which the Restricted Stock Units vest is referred to as the “Award Period.”

 

The purpose of this Agreement is to establish a written agreement evidencing the Restricted Stock Unit Award granted pursuant to the Lakeland Industries, Inc. 2017 Equity Incentive Plan (the “Plan”). All of the terms and conditions of the Plan are fully incorporated herein by reference. Unless the context clearly indicates otherwise, capitalized terms used but not defined herein will have the meaning given to such terms in the Plan.

 

8. Grant of Restricted Stock Units.

 

(d) Grant. Pursuant to Section 8 of the Plan, the Company hereby grants to the Participant on the Date of Grant set forth above, an Award of Restricted Stock Units (the “Award”), as may be adjusted pursuant to Section 7(e) hereof (the “Restricted Stock Units”), on the terms and conditions and subject to the terms, conditions and restrictions set forth in this Agreement and the Plan. Each Restricted Stock Unit under this Agreement represents a right to receive one (1) share of common stock, $0.01 par value per share, of the Company (the “Shares”) on the date determined in accordance with this Agreement, provided the vesting conditions of the Award are satisfied. The grant of the Award of Restricted Stock Units is made in consideration of the services to be rendered by the Participant to the Company.

 

(e) Vesting. The Award shall vest in full on the first anniversary of the Date of Grant (the “Vesting Date”); provided that, the Participant provides continuous service as a director to the Company through the Vesting Date, subject to provisions regarding earlier termination under Section 5 of this Agreement. The period over which the Restricted Stock Units vest is referred to as the “Award Period.”

 

 

 

 

(f) Settlement. Except as otherwise provided in a valid deferral election made by the Participant in accordance with Treasury Regulation Section 1.409A-2 (a “Deferral Election”) and Section 7(b) of this Agreement, the Restricted Stock Units shall be settled as soon as practicable following the Vesting Date, but no later than thirty (30) business days after such Vesting Date. No Shares will be delivered pursuant to this Award unless and until all legal requirements applicable to the issuance or transfer of such Shares have been complied with to the satisfaction of the Company. Subject to the foregoing provisions, Shares issued in settlement of the Restricted Stock Units shall be made either through the issuance to the Participant (or to the executors or administrators of Participant’s estate in the event of the Participant’s death) of a stock certificate or evidence such Shares have been registered in book entry form in the name of the Participant with the Company’s stock transfer agent for a number of Shares equal to the number of vested Restricted Stock Units. The Shares issued upon the settlement of the Restricted Stock Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 7 of this Agreement, the Company’s insider trading policies, any federal, state or foreign law, all applicable requirements of any stock exchange or automated quotation system on which the Company’s Shares may be listed or quoted at the time of such issuance or transfer or any contractual obligation to which the Participant is subject (such as a “lock-up” or “market stand-off” agreement). The Company shall not be required to issue fractional Shares upon the settlement of the Restricted Stock Units.

 

9. Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, during the Award Period, the Restricted Stock Units and the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto during the Award Period shall be wholly ineffective.

 

10. Rights as Stockholder; Dividends. Until such time as the Restricted Stock Units have vested and settled and certificates for Shares are issued, the Participant shall have no voting rights or rights to receipt of cash distributions or dividends, except as may result under Section 7(e) hereof.

 

11. Taxes. The Participant has and will obtain independent legal and tax advice regarding this Agreement, the grant of the Restricted Stock Units hereunder and the disposition of any Shares acquired upon settlement of the Restricted Stock Units. By executing this Agreement, the Participant hereby agrees to remit when due any federal or state income or other taxes, which are required to be withheld or that may otherwise be levied against the Participant as a result of this Agreement. To the extent applicable, (i) the Company shall have the right, in its sole discretion, to deduct from any compensation paid to the Participant pursuant to the Plan, or the Participant may make arrangements satisfactory to the Company regarding the payment of, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of any such withholding taxes; and (ii) the Committee may, in its sole discretion, permit a Participant to satisfy any minimum required withholding obligations (or such higher amount that would not have an adverse accounting effect) with Shares, including Shares that are part of the Restricted Stock Units that gives rise to the withholding requirement. The obligations of the Company under the Plan will be conditioned on such payment or arrangements, and, to the extent permissible under Section 409A, the Company will have the right to withhold and deduct any such taxes from any payment of any kind otherwise due to the Participant.

 

12. Effect of Termination of Employment or Service.

 

(c) Death or Disability. If the Participant’s service as a director for the Company terminates because of the death or Disability of the Participant, the Participant (or his or her estate in the event of death) will be entitled to a prorated award, determined by multiplying the award amount by a fraction, the numerator of which will be the number of full months of the Award Period that elapsed prior to the termination of service as a director and the denominator of which will be the total number of full months in the applicable Award Period. The prorated award will be paid on the date on which the Company pays awards in the normal course for such Award Period, in accordance with Section 1(c) of this Agreement.

 

(d) Retirement. If the Participant’s service as a director for the Company terminates because of the Retirement (as defined below) of the Participant, the Committee shall have discretion to determine whether any of the otherwise unvested Restricted Stock Units granted hereunder shall continue to vest over the Award Period in full or on a pro rata basis, determined by multiplying the award amount by a fraction, the numerator of which will be the number of full months of the Award Period that elapsed prior to the termination of service as a director and the denominator of which will be the total number of full months in the Award Period. The Committee’s determination under this Section 5(b) shall be final and binding upon the Participant. The award, if any, will be paid on the date on which the Company pays awards in the normal course for such Award Period. For purposes hereof, “Retirement” shall mean the Participant’s mutually agreed upon voluntary termination of service as a director.

 

 
2

 

 

(e) Other Termination of Service. If the Participant’s service as a director terminates for any reason except death, Disability or Retirement (together with an exercise of Committee discretion under Section 5(b)), any Restricted Stock Units that are not vested on the date of such termination shall be forfeited immediately.

 

13. Effect of Change in Control. In the event of a Change in Control, Section 3(d) of the Plan will govern the treatment of the Restricted Stock Units.

 

14. Miscellaneous.

 

(p) Legends. A legend may be placed on any certificate(s) or other document(s) delivered to the Participant indicating any restrictions on transferability of the Shares issued pursuant to this Agreement, or any other restrictions that the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any applicable federal securities laws or any stock exchange on which the Shares are then listed or quoted.

 

(q) Section 409A of the Code. It is intended that the Award of Restricted Stock Units granted pursuant to this Agreement (as well as any valid Deferral Election relating thereto) and the provisions of this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and interpretive guidance issued thereunder (“Section 409A”), and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company may, in its reasonable discretion, amend this Agreement if it determines that such an amendment is necessary and appropriate to avoid or mitigate the application of any such taxes or penalties. Notwithstanding the foregoing, neither the Company nor the administrator shall have any obligation to take any action to prevent the assessment of any additional tax or penalty on the Participant under Section 409A, and neither the Company nor the administrator will have any liability to the Participant for such tax or penalty. Notwithstanding any other provision of this Agreement or any Deferral Election to the contrary, (i) any amounts payable hereunder on account of a termination of the Participant’s employment and which are subject to Section 409A (or any exemption therefrom that requires the occurrence of a “separation from service” as a condition to payment) shall not be paid until the Participant has experienced a “separation from service” within the meaning of Section 409A and (ii) if the Participant is a “specified employee” within the meaning of Section 409A with a valid Deferral Election, then any settlement that would otherwise have occurred pursuant to the Deferral Election during the six-month period following the Participant’s “separation from service” (within the meaning of Section 409A) shall instead be settled in the seventh month following the Participant’s separation from service or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Participant’s death).

 

(r) Award Subject to Company Clawback. Any adjustment in financial reporting may result in application of the Clawback Policy of the Company.

 

(s) No Right to Continued Employment, Director Service, or Other Service. The Participant’s right, if any, to continue to serve the Company or any Affiliate of the Company as an employee, director, or otherwise will not be enlarged or otherwise affected by the Plan or this Agreement. This Agreement does not restrict the right of the Company or any Affiliate to terminate the Participant’s employment, director service, or other service at any time.

 

(t) Adjustments. If any change is made to the outstanding shares of common stock of the Company or the capital structure of the Company, if required, the Shares shall be adjusted in any manner as contemplated by Section 3(c) of the Plan.

 

(u) Amendment. Subject to the provisions of the Plan and this Agreement, the Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock Unit Award, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant’s rights under this Agreement without the Participant’s consent.

 

 
3

 

 

(v) Notices. All notices and other communications required or permitted under this Agreement shall be written and shall be addressed as follows: (i) if to the Company, to the Company’s principal executive office to the attention of its Chief Executive Officer (or such other Person as the Company may designate in writing from time to time or to the Chief Financial Officer in the case that the Chief Executive Officer is the Participant); and (ii) if to the Participant or his or her successor, to the address contained in the Company’s personnel files, or at such other address as that Participant may hereafter designate in writing to the Company. Any such notice or other communication will be deemed duly given: if delivered personally or via recognized overnight delivery service, on the date and at the time so delivered; if sent via telecopier or email, on the date and at the time telecopied or emailed with confirmation of delivery; or, if mailed, five (5) days after the date of mailing by registered or certified mail. A party may change its address for the purpose hereof by giving notice in accordance with the provisions of this Section 7(g).

 

(w) Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock Units may be transferred by will or the laws of descent or distribution.

 

(x) Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company in whole or in part at any time, in its discretion, subject to the provisions of Section 11 of the Plan. The grant of the Award of Restricted Stock Units in this Agreement does not create any contractual right or other right to receive any Awards of Restricted Stock Units or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment or service with the Company.

 

(y) Impact on Other Benefits. Unless otherwise provided by the applicable plan or program, the value of the Participant’s Award of Restricted Stock Units is not part of his or her normal or expected compensation for purposes of calculating any applicable severance, retirement, welfare, insurance, or other employee benefit.

 

(z) Interpretation. This Agreement is subject to and controlled by the Plan. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company. This Agreement (and any valid Deferral Election relating thereto) is the final, complete, and exclusive expression of the understanding between the parties and supersedes any prior or contemporaneous agreement or representation, oral or written, between them relating to this Award or Agreement. In the event that any provision of this Agreement shall be held to be illegal or unenforceable, such provision shall be severed from this Agreement and the entire Agreement shall not fail on account thereof, but shall otherwise remain in full force and effect. As used herein, the masculine pronoun shall include the feminine and the neuter, as appropriate to the context. Unless the context otherwise requires, references herein to a “Section” means a Section of this Agreement. Section headings contained herein are for convenience only and shall not alter any of the parties’ respective rights or obligations hereunder.

 

(aa) Governing Law. This Agreement, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Alabama, without reference to principles of conflict of laws, and construed accordingly.

 

(bb) Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall be deemed one and the same instrument.

 

(cc) Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Award of Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement.

 

(dd) Deferral. To the extent permitted by the Company, the Participant may elect to defer settlement of his or her vested (if any) Restricted Stock Units, and the recognition of taxable income with respect to such settlement, by making a timely deferral election on a form provided by the Company. If the Participant makes a valid deferral election, the Participant will recognize ordinary income when the deferred Restricted Stock Units settle.

 

(signature page immediately follows)

 

 
4

 

 

IN WITNESS WHEREOF, this Agreement has been executed effective as of the date first set forth above.

 

 

LAKELAND INDUSTRIES, INC.

By:

Name:

Allen E. Dillard

Title:

Chief Operating and Financial Officer

Participant

 

 

 

Name (print): __________________________

 

 

 

EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Charles D. Roberson, certify that:

 

1)

I have reviewed this report on Form 10-Q of Lakeland Industries, Inc. (the “registrant”);

 

 

2)

Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3)

Based on my knowledge, the financial statements and other financial information included in this report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4)

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant, and we have:

  

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

 

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

 

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

 

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  

5)

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

  

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

 

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

 

 

Date: September 8, 2022

By:

/s/ Charles D. Roberson

 

 

 

Chief Executive Officer, President and Secretary

 

 

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Allen E. Dillard, certify that:

 

1)

I have reviewed this report on Form 10-Q of Lakeland Industries, Inc. (the “registrant”);

 

 

2)

Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3)

Based on my knowledge, the financial statements and other financial information included in this report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4)

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant, and we have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

 

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

 

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

 

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  

5)

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

  

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

 

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

 

 

Date: September 8, 2022

By:

/s/ Allen E. Dillard

 

 

 

Chief Operating and Financial Officer

 

 

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to 18 USC. § 1350, As Adopted Pursuant to

§ 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the filing with the Securities and Exchange Commission of the Quarterly Report of Lakeland Industries, Inc. (the “Company”) on Form 10-Q for the period ended July 31, 2022 (the “Report”), I, Charles D. Roberson, Chief Executive Officer, President and Secretary of the Company, certify, pursuant to 18 USC. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

  

(1)

The Report fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods described therein.

 

 

/s/ Charles D. Roberson

Charles D. Roberson

Chief Executive Officer, President and Secretary

 

September 8, 2022

 

EXHIBIT 32.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to 18 USC. § 1350, As Adopted Pursuant to

§ 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the filing with the Securities and Exchange Commission of the Quarterly Report of Lakeland Industries, Inc. (the “Company”) on Form 10-Q for the period ended July 31, 2022 (the “Report”), I, Allen E. Dillard, Chief Operating and Financial Officer of the Company, certify, pursuant to 18 USC. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

(1)

The Report fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods described therein.

 

 

/s/ Allen E. Dillard

Allen E. Dillard

Chief Operating and Financial Officer

 

September 8, 2022