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x
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ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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LAKELAND INDUSTRIES, INC
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(Exact Name of Registrant as Specified in its Charter)
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Delaware
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13-3115216
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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701 Koehler Ave., Suite 7, Ronkonkoma, NY
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11779
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
¨
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Accelerated filer
¨
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Nonaccelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
x
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Class
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Outstanding at April 5, 2011
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Common Stock, $0.01 par value per share
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5,217,577
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Document
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Parts Into Which Incorporated
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Annual Report to Stockholders for the Fiscal Year Ended January 31, 2011 (Annual Report)
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Parts [I, II and IV]
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Page
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|||
| PART 1: | |||
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Cautionary Statement Regarding Forward-Looking Information
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Item 1
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Business
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4
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Overview
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4
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Industry Overview
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5
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International and Domestic Standards
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6
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Industry Consolidation
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6
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Business Strategy
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7
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Our Competitive Strengths
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9
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Products
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10
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Quality
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15
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Marketing and Sales
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15
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Research and Development
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15
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Suppliers and Materials
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Internal Audit
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Competition
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Seasonality
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Patents and Trademarks
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Employees
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Environmental Matters
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Available Information
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17
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Item 1A
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Risk Factors
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17
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Item 1B
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Unresolved Staff Comments
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24
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Item 2
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Properties
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24
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Item 3
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Legal Proceedings
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27
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Item 4
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[Removed and Reserved]
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27
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PART II
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Item 5
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Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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27
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Item 6
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Selected Financial Data
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29
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Item 7
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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30
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Item 7A
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Quantitative and Qualitative Disclosures about Market Risk
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37
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Item 8
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Financial Statements and Supplementary Data
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38
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Item 9
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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64
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Item 9A
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Controls and Procedures
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64
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Item 9B
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Other Information
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65
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PART III
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Item 10
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Directors, Executive Officers and Corporate Governance
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65
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Item 11
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Executive Compensation
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67
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Item 12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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67
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Item 13
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Certain Relationships and Related Transactions and Director Independence
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67
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Item 14
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Principal Accounting Fees and Services
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67
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PART IV
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Item 15
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Exhibits and Financial Statement Schedules
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68
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Signatures
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71
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Certification under Exchange Act Rules 13a – 14(b) and 15d – 14(b)
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72-74
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·
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economies of scale when selling to end users, either through the use of a direct sales force or independent representation groups;
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·
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broader product offerings that facilitate cross-selling and bundling opportunities;
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the ability to employ dedicated protective apparel training and selling teams;
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the ability to offer volume and growth incentives to safety distributors; and
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access to international sales.
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·
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Increase International Sales Opportunities.
We intend to aggressively increase our penetration of the international markets for our product lines. Starting in FY07 and through FY08, we opened sales offices in Beijing, Shanghai, Chongqing, Guangzhou and Weifang, China; Santiago, Chile and Buenos Aires, Argentina and in FY11, we opened sales offices in Russia, India and Kazakhstan. Additionally sales in our older United Kingdom operation were flat in FY2010 but increased 24.9% in 2011 and 18% in 2009, 34.6% in FY08 and 46.6% in 2007. We expect our newer operations in Chile, China and India to ramp up sales on a similar basis to our UK operations. We also acquired Qualytextil, a Brazilian manufacturer with FY08 sales of $10.0 million and revenue growth of $8.4 million for the nine months in FY09 in which we owned Qualytextil and a growth in the full year of FY10 of 18% (38.4% in Q4) and 2.4% in 2011. This strategy is driven by the fact that many Asian and South American countries have adopted legislation similar to the 1970 U.S. Occupational Health and Safety Act (OSHA) in order to facilitate their entry into the World Trade Organization (WTO) which has as a requisite for entry worker safety laws (like OSHA), social security, environmental and tax laws similar to that of the USA and Europe. These new worker safety laws have driven the demand for our products in these rapidly growing economies. The sales in Brazil in Q2 and Q3 of this year had no large bid sales, while Q4 this year and Q4 last year each had large bid sales. A better measure of sales growth in Brazil would be Q4 this year which increased 14.2% over Q4 last year and 45.8% over Q3 this year.
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·
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Acquisitions
. We believe that the protective clothing market is fragmented and presents the opportunity to acquire businesses that offer comparable products or specialty products that we do not offer. We intend to consider acquisitions that afford us economies of scale, enhanced opportunity for cross-selling, expanded product offerings and an increased market presence. We acquired a facility in New Delhi, India in November 2006 where we are producing Nitrile gloves. We also acquired Mifflin Valley, Inc., a manufacturer of high visibility protective clothing in August 2005. We closed on our acquisition of Qualytextil, a Brazilian manufacturer of fire protective clothing in, May 2008. We continue to entertain other opportunities but with an eye to increase earnings.
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·
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Introduction of New Products
. We continue our history of product development and innovation by introducing new proprietary products across all our product lines. Our innovations have included Micromax
®
disposable protective clothing line, our ChemMax
®
line of chemical protective clothing, our Despro
®
patented glove design, Microgard antimicrobial products for food service and our engineered composite glove products for high cut and abrasion protection, our Thermbar
™
glove and sleeve products for heat protection, Grapolator
™
sleeve lines for hand and arm cut protection and our Thermbar
™
Mock Twist glove for hand and arm heat protection. We own 16 patents on fabrics and production machinery and have two additional patents in application. We will continue to dedicate resources to research and development.
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·
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Decrease Manufacturing Expenses by Moving Production to International Facilities
. We have additional opportunities to take advantage of our low cost production capabilities in China, India, Mexico and Brazil. Beginning in 1995, we successfully moved the labor intensive sewing operation for our limited use/disposable protective clothing lines to facilities in Mexico and China. Beginning January 1, 2005, pursuant to the United States World Trade Organization Treaty with China and the North American Free Trade Agreement (“NAFTA”), the reduction in quota requirements and tariffs imposed by the U.S. and Canada on textiles goods, such as our reusable woven garments, have made it more cost effective to move production for some of these product lines to our assembly facilities in China and Mexico. We completed this process in FY08. As a result, we expect to see profit margin improvements for these product lines, which will allow us to compete more effectively as quota restrictions on China were removed as of January 1, 2009, and tariffs lowered. Additionally,
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1.
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We continue to press our raw material and component suppliers for price reductions and better payment terms.
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2.
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We are sourcing more raw materials and components from our China based operations as opposed to sourcing in Europe and North America.
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3.
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We are re-engineering many products so as to reduce the amount of raw materials used and reduce the direct labor in such products.
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·
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Improve Marketing in Existing Markets
. We believe significant growth opportunities are available to us through the better positioning, marketing and enhanced cross-selling of our reusable woven protective clothing, glove and arm guards and high-end chemical suit product lines, along with our limited use/disposable lines as a bundled offering. This allows our customers one stop shopping using combined freight shipments.
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Increase Sales to the First Responder Market.
Our high-end chemical protective suits meet all of the regulatory standards and requirements and are particularly well qualified to provide protection to first responders to chemical or biological attacks. For example, our products have been used for response to recent threats such as the 2001 anthrax letters, the 2003 SARS epidemic, the 2004 ricin letters and the 2006 Avian Flu. A portion of appropriations for the Fire Act of 2002 and the Bio Terrorism Act of 2002 with continuing funding through 2011 are available for purchase of products for first responders that we manufacture, and we continue to aggressively target the Homeland Security market.
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·
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Emphasize Customer Service
. We continue to offer a high level of customer service to distinguish our products and to create customer loyalty. We offer well-trained and experienced sales and support personnel, on-time delivery and accommodation of custom and rush orders. We also seek to advertise our DuPont branded tradenames.
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·
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Industry Reputation
. We devote significant resources to creating customer loyalty by accommodating custom and rush orders and focusing on on-time delivery. Additionally, our ISO 9001 and 9002 certified facilities manufacture high-quality products. As a result of these factors, we believe that we have an excellent reputation in the industry.
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·
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International Manufacturing Capabilities
. We have operated our own manufacturing facilities in Mexico since 1995 and in China since 1996. Our four facilities in China total 454,000 sq. ft. of manufacturing, warehousing and administrative space while our facility in Mexico totals over 43,000 sq. ft. of manufacturing, warehousing and administrative space. Our facilities and capabilities in China and Mexico allow access to a less expensive labor pool than is available in the United States and permits us to purchase certain raw materials at a lower cost than they are available domestically.
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·
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India
. In November 2006, we purchased three facilities comprising 47,408 square feet in New Delhi, India where we are producing nitrile gloves which are sold both domestically in India and internationally. We have continued to enter the North American and European markets in calendar 2010 with a newly designed line of gloves, after a complete redesign and rebuild of the India machinery and equipment during FY08 and FY09.
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·
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Brazil
. In May 2008, we acquired Qualytextil, S.A., a Brazilian manufacturer of fire protective clothing which opens up the tariff protected Mercosur markets of Brazil, Argentina, Uruguay, Paraguay and soon, by membership, Venezuela, for not only Qualytextil’s fire protective products, but also many of the products we make in the USA, China and Mexico.
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·
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International Sales Offices
. We have sales offices around the world to service various major markets, a greatly expanded Toronto, Canada facility that went on line in January 2008 for the Canadian market, an expanded Newport, United Kingdom office for the European Community that will go on line in late 2011 and new sales offices in Beijing, Weifang, Guangzhou, Chongqing and Shanghai, China covering China, Australia and Southeast Asia, and our recent additions in Santiago, Chile and Jerez, Mexico for the South American market. The Brazil acquisition in May 2008 provided the infrastructure for our strategy for South America. In FY10, we opened a sales office in Buenos Aires, Argentina as a spin off from our Chile operations.
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Comprehensive Inventory
. We have a large product offering with numerous specifications, such as size, styles and pockets, and maintain a large inventory of each in order to satisfy customer orders in a timely manner. Many of our customers traditionally make purchases of industrial protective gear with expectations of immediate delivery. We believe our ability to provide timely service for these customers enhances our reputation in the industry and positions us strongly for repeat business, particularly in our limited use/disposable protective clothing lines.
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Manufacturing Flexibility
. By locating labor-intensive manufacturing processes, such as sewing in Brazil, Mexico, China and India, and by utilizing sewing subcontractors, we have the ability to increase production without substantial additional capital expenditures. Our manufacturing systems allow us flexibility for unexpected production surges and alternative capacity in the event any of our independent contractors become unavailable.
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·
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Experienced Management Team
. We have an experienced management team. Our executive officers, other than the CFO, average greater than 20 years of experience in the industrial protective clothing market. The knowledge, relationships and reputation of our management team helps us maintain and build our customer base.
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Product Line
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Raw Material
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Protection Against
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End Market
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|||
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Limited use/disposable protective clothing
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·
Tyvek
®
and laminates of Polyethylene, Spunlaced Polyester, SMS, Polypropylene, and Company Micromax®, Micromax NS®, Micromax M3P and HBF, ChemMax 1, ChemMax 2, Pyrolon
®
, and numerous other non-woven fabrics
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·
Contaminants, irritants, metals, chemicals, fertilizers, pesticides, acids, asbestos, PCBs, lead, dioxin and many other hazardous chemicals
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Viruses and bacteria (AIDS, streptococcus, SARS and hepatitis)
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·
Integrated oil
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Chemical industries
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Public utilities
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Automotive and pharmaceutical industries
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Government (terrorist response)
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Laboratories
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Janitorial
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High-end chemical protective suits
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·
TyChem
â
QC
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TyChem
®
SL
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TyChem
®
TK
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TyChem
®
F
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TyChem
®
BR
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ChemMax
®
3 and 4
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Interceptor®
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Pyrolon
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CRFR
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Other Lakeland patented co-polymer laminates
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·
Chemical spills
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Toxic chemicals used in many varied manufacturing processes
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Terrorist attacks, biological and chemical warfare (sarin, anthrax and ricin)
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Integrated oil, chemical and nuclear industries
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Hazardous material teams
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Fire departments (hazmat)
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Government (first responders)
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Fire fighting and heat protective apparel
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Nomex
®
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Aluminized Nomex
®
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Aluminized PBI/ Kevlar
®
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PBI Matrix and Gemini
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Millenia XT
®
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Basofil
®
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Advance
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Advance Ultra
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Fire, burns and excessive heat
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Municipal, corporate and volunteer fire departments
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Wildland fire fighting
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Hot equipment maintenance personnel and industrial fire departments
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Oil well fires
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Airport crash rescue
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Glove and Sleeve
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Kevlar
®
yarns
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Kevlar
®
wrapped steel core yarns
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Spectra
®
yarns
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High Performance Polyethylene yarns (HPPE)
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Composite engineered yarns
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Nitrile, latex, natural rubber, neoprene, polyurethane compounds and mixtures thereof
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·
Cuts, lacerations, heat, hazardous chemicals and dermatological irritants
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Integrated oil
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Automotive, glass and metal fabrication industries
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Chemical plants
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Food processing
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Electronic industries
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Product Line
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Raw Material
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Protection Against
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End Market
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Reusable woven garments
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Staticsorb carbon thread with polyester
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Cotton polyester blends
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Cotton
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Polyester
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Tencate
®
FR cottons
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Nomex
®
/FR Aramids
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Nylon
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Indura
®
Ultrasoft/FR cotton
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Stedfast “BB”
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Protects manufactured products from human contamination or static electrical charge
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Bacteria, viruses and blood borne pathogens
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Protection from flash fires
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General industrial applications
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Household uses
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Clean room environments
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Emergency medical ambulance services
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Chemical and oil refining
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Medical and laboratory facilities
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High Visibility Clothing
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Reflective vests, jackets, coats, jumpsuits with reflective trim, “T”shirts, sweatshirts, raingear and 70E vest
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Polyester mesh
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Solid polyester
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FR polyester mesh
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FR solid polyester
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Modacrylic
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Modacrylic antistatic
§
FR cotton
§
Nomex
§
FR trims
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Lack of visibility
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Heat, flame, sparks
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Arc flash
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Static buildup, explosive atmospheres
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Fire, heat explosions
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Highway
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Construction
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Maintenance
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Transportation
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Airports
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Police
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Fire, EMS
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Electric, coal and gas utilities
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Extrication
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Confined space rescue
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·
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TyChem
®
TK a multilayer film laminated to a durable nonwoven substrate. This garment offers the broadest temperature range for limited use garments of -94°F to 194°F. This garment is an encapsulating design and is available in National Fire Protection Agency 1991-2005 revision certified versions and meets the requirements of the flash fire option.
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·
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ChemMax
®
3 a multilayer film laminated to a durable spunbonded substrate. This is a nonencapsulating garment and meets the requirements of NFPA 1992, 2005 Revision. In addition to NFPA certified ensembles, we also manufacture garments from our proprietary ChemMax
®
1, ChemMax
®
2 and ChemMax
®
3 fabrics that are compliant with CE types 2, 3 and 4 for the international markets.
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Kiln entry suit to protect kiln maintenance workers from extreme heat.
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Proximity suits to give protection in high heat areas where exposure to hot liquids, steam or hot vapors is possible.
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Approach suits to protect personnel engaged in maintenance, repair and operational tasks where temperatures do not exceed 200°F ambient, with a radiant heat exposure up to 2,000°F.
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Fire service station wear in multiple protective fabrics
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Fire service extrication suits in FR cotton
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Additional wildland firefighting apparel in multiple fabrics
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Flame resistant arc/flash protective suits in FR cotton
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Flame resistant shirts and pants in multiple protective fabrics
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Flame resistant jackets in FR cotton
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Electrostatic dissipative apparel used primarily in the pharmaceutical and automotive industries.
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Clean room apparel used in semiconductor manufacturing and pharmaceutical manufacturing to protect against human contamination.
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·
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Flame resistant Nomex
®
/FR Cotton coveralls/pants/jackets used in chemical and petroleum plants and for wildland firefighting.
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Cotton and Polycotton coveralls, lab coats, pants and shirts.
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Interruptions and delays in manufacturing and resulting cancellations of orders for our products;
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·
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Increases in fabrics or component prices that we may not be able to pass on to our customers; and
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Our holding more inventory than normal because we cannot finish assembling our products until we have all of the components
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·
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Potential adverse fluctuations in foreign currency exchange rates;
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Higher credit risks;
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Restrictive trade policies of foreign governments;
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Currency nullification and weak banking institutions;
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Changing economic conditions in local markets;
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Political and economic instability in foreign markets; and
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Changes in leadership of foreign governments.
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A $23.5 million revolving credit facility which commenced January 2010, of which we had $11.6 million of borrowings outstanding as of January 31, 2011, expiring January 2013.
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Our financial condition, strength and credit rating;
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The financial markets’ confidence in our management team and financial reporting;
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·
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General economic conditions and the conditions in the homeland security sector; and
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Capital markets conditions.
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Our expansion of international operations;
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·
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Competitive pricing pressures;
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·
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Seasonal buying patterns resulting from the cyclical nature of the business of some of our customers;
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·
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The size and timing of individual sales;
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·
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Changes in the mix of products and services sold;
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·
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The timing of introductions and enhancements of products by us or our competitors;
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·
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Market acceptance of new products;
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·
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Technological changes in fabrics or production equipment used to make our products;
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·
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Changes in the mix of domestic and international sales;
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·
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Personnel changes; and
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·
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General industry and economic conditions.
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Address
|
Estimated
Square
Feet
|
Annual Rent
|
Lease Expiration
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Principal Activity
|
|||||
|
Lakeland Industries, Inc.
Headquarters
701-7 Koehler Avenue
Ronkonkoma, NY 11779
|
6,250 |
Owned
|
N/A |
Administration
Studio
Sales
|
|||||
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Lakeland Industries, Inc.
202 Pride Lane
Decatur, AL 35603
|
91,788 |
Owned
|
N/A |
Manufacturing Administration Engineering Warehousing
|
|||||
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Lakeland Industries, Inc.
3420 Valley Ave.
Decatur, AL 35603
|
49,500 |
Owned
|
N/A |
Warehousing Administration
|
|||||
|
Lakeland Industries, Inc.
201 Pride Lane, SW
Decatur, AL 35603
|
5,940 |
Owned
|
N/A |
Sales
Administration
|
|||||
|
Lakeland Protective Real Estate
59 Bury Court
Brantford, ON N3S 0A9
Canada
|
22,092 |
Owned
|
N/A |
Sales
Administration Warehousing
|
|||||
|
Address
|
Estimated
Square
Feet
|
Annual Rent
|
Lease Expiration
|
Principal Activity
|
||||||
|
Weifang Lakeland Safety Products Co., Ltd. Plant #1
Xiao Shi Village
AnQui City, Shandong Province
PRC 262100
|
86,111 |
Owned
(1)
|
N/A |
Manufacturing Administration Engineering
|
||||||
|
Qing Dao Lakeland Protective Products Co., Ltd
Yinghai Industrial Park
Jiaozhou, Shandong Province
PRC 266318
|
122,429 |
Owned
(1)
|
N/A |
Manufacturing Administration Warehousing
|
||||||
|
Lakeland Brazil, S.A.
Rua do Luxemburgo, 260, Lotes 82/83, Condomicion Industrial Presidente Vargas, Pirajá
Salvador, Bahia 41230-130
Brazil
|
25,209 |
Owned
|
N/A |
Manufacturing Administration Engineering Warehousing
|
||||||
|
Lakeland Glove and Safety Apparel Private, Ltd.
Plots 81, 50 and 24
Noida Special Economic Zone
New Delhi, India
|
33,831 |
Owned
(2)
|
N/A |
Manufacturing Warehouse
|
||||||
|
Lakeland Industries, Inc.
1701 4
th
Avenue, SE
Decatur, AL 35603
|
21,000 | $ | 24,000 |
06/31/11
6 month review
|
Warehouse
Sales
|
|||||
|
Lakeland Industries, Inc.
Woven Products Division
2401 SW Parkway
St. Joseph, MO 64503
|
44,000 | $ | 96,000 |
07/31/12
|
Manufacturing Administration Warehousing
|
|||||
|
Lakeland Industries, Inc.
5 Dutch Court
Sinking Spring, PA 19608
|
21,025 | $ | 86,202 |
10/14/13
|
Manufacturing Warehouse
Sales
|
|||||
|
Lakeland Mexico
Carretera a Santa Rita
Calle Tomas Urbina #1
Jerez de Garcia, Salinas, Zacatecas
Mexico
|
43,000 | $ | 132,000 |
03/31/13
|
Manufacturing Administration Warehousing
|
|||||
|
Lakeland Industries Europe Ltd.
Unit 9/10 Park 2
Main Road
Newport, East Yorkshire
HU15 2RP
United Kingdom
|
10,000 |
Approximately $81,000 (varies with exchange rates)
|
Warehouse
Sales
|
|||||||
|
Address
|
Estimated
Square
Feet
|
Annual Rent
|
Lease Expiration
|
Principal Activity
|
|||||||
|
Weifang Lakeland Safety Products Co., Ltd. Plant #2
Xiao Shi Village
AnQui City, Shandong Province
PRC 262100
|
64,583 | $ | 80,000 |
08/01/12
|
Manufacturing Administration
|
||||||
|
Weifang Meiyang Protective Products Co., Ltd.
Xiao Shi Village
AnQui City, Shandong Province
PRC 262100
|
11,296 | $ | 8,400 |
12/31/11
|
Manufacturing
|
||||||
|
Lakeland (Beijing) Safety Products Co., Ltd.
Unit C412, Building C, Yeqing Plaza
No. 9 Wangjing Beilu, Chaoyang District
Beijing 100102 PRC
|
1,152 | $ | 17,988 |
06/30/11
|
Sales
|
||||||
|
Lakeland Brazil, S.A.
Curtume Street, 708 Warehouse 10 Lapa de Baixo, Sao Paulo, Brazil
|
13,530 | $ | 124,699 |
10/31/13
|
Distribution Center
Administration
|
||||||
|
Lakeland Brazil, S.A.
Rui Barbosa Street, 2237-Store 09
Imbetiba, Macae, Rio de Janeiro, Brazil
|
1,259 | $ | 17,766 |
03/01/12
|
Store
|
||||||
|
Lakeland Glove and Safety Apparel Private, Ltd.
Plot B-42, Sector 2
Noida, District-Gautam Budh Nagar
India
|
2,100 | $ | 13,200 |
01/31/12
|
Sales
|
||||||
|
Lakeland Industries Inc., Agencia En Chile
Los Algarrobos nº 2228
Comuna de Santiago
Código Postal 8361401
Santiago, Chile
|
542 | $ | 18,768 |
03/01/12
|
Warehouse
Sales
|
||||||
|
Art Prom, LLC
Varashilova street 5/1,
Ust-Kamnogorsk, Kazakhstan, 070002
|
54 | $ | 1,068 |
09/01/12
|
Office
|
||||||
|
Lakeland Argentina, SRL
Centro Industrial y Commercial Florida Oeste, Avda. Gral. Roca #4250
Pciade Buenos Aires, Argentina
|
2,690 | $ | 34,500 |
08/18/12
|
Office
|
||||||
|
Lakeland (Hong Kong) Trading Co., Ltd.
Unit 503 5/fl Silvercord Tower 2
30 Canton Road, Tsimshatsui, HK
|
N/A | N/A |
N/A
|
Sales
|
|||||||
|
(1)
|
We own the buildings in which we conduct the majority of our manufacturing operations in China and lease the land underlying the buildings from the Chinese government. We have 35 years and 40 years remaining under the leases with respect to the AnQui City and Jiaozhou facilities, respectively.
|
|
(2)
|
The annual total leases for the underlying land on plots 24, 81 and 50 in India amounts to approximately $10,000 on the land leases expiring in 2024.
|
|
ITEM 5.
|
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
Price Range of
Common Stock
|
||||||||
|
High
|
Low
|
|||||||
|
Fiscal 2012
|
||||||||
|
First Quarter (through April 5, 2011)
|
$ | 9.40 | $ | 7.93 | ||||
|
Fiscal 2011
|
||||||||
|
First Quarter
|
$ | 10.48 | $ | 7.65 | ||||
|
Second Quarter
|
11.80 | 8.80 | ||||||
|
Third Quarter
|
10.40 | 8.72 | ||||||
|
Fourth Quarter
|
9.99 | 8.24 | ||||||
|
Fiscal 2010
|
||||||||
|
First Quarter
|
$ | 8.66 | $ | 5.03 | ||||
|
Second Quarter
|
8.73 | 7.10 | ||||||
|
Third Quarter
|
9.17 | 7.32 | ||||||
|
Fourth Quarter
|
8.50 | 6.62 | ||||||
|
Plan Category
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights (1)
|
Weighted-average exercise
price per share of
outstanding options,
warrants and rights (1)
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (1)
|
|||||||||
|
Equity Compensation plans approved by security holders
|
||||||||||||
|
Restricted stock grants - employees
|
137,123 | $ | 0 | 96,462 | ||||||||
|
Restricted stock grants - directors
|
63,184 | $ | 0 | 12,496 | ||||||||
|
Matching award program
|
2,338 | $ | 0 | 56,959 | ||||||||
|
Bonus in stock program - employees
|
19,479 | $ | 0 | 35,175 | ||||||||
|
Retainer in stock program - directors
|
0 | $ | 0 | 20,704 | ||||||||
|
Total Restricted Stock Plans
|
222,124 | $ | 0 | 221,796 | ||||||||
|
Year Ended January 31,
|
||||||||||||||||||||
|
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||||||||
|
(in thousands, except share and per share data)
|
||||||||||||||||||||
|
Income Statement Data:
|
||||||||||||||||||||
|
Net sales
|
$ | 101,236 | $ | 94,141 | $ | 102,268 | $ | 95,740 | $ | 100,171 | ||||||||||
|
Costs of goods sold
|
71,468 | 68,735 | 74,299 | 73,383 | 75,895 | |||||||||||||||
|
Gross profit
|
29,768 | 25,406 | 27,969 | 22,357 | 24,276 | |||||||||||||||
|
Operating expenses:
|
||||||||||||||||||||
|
Selling and shipping
|
11,855 | 10,480 | 10,931 | 9,291 | 9,473 | |||||||||||||||
|
General and administrative
|
14,459 | 12,468 | 10,766 | 8,082 | 8,081 | |||||||||||||||
|
Total operating expenses
(2)
|
26,314 | 22,948 | 21,697 | 17,373 | 17,554 | |||||||||||||||
|
Operating profit
|
3,454 | 2,458 | 6,272 | 4,984 | 6,722 | |||||||||||||||
|
Other income (expense):
|
||||||||||||||||||||
|
Interest expense
|
(338 | ) | (1,111 | ) | (828 | ) | (330 | ) | (356 | ) | ||||||||||
|
Interest income
|
71 | (3 | ) | 125 | 66 | 20 | ||||||||||||||
|
Gain on pension plan liquidation
|
— | — | — | — | 353 | |||||||||||||||
|
Other income (expense)
|
(1,561 | ) | 92 | 494 | 145 | 191 | ||||||||||||||
|
Total other income (expense)
|
(1,828 | ) | (1,022 | ) | (209 | ) | (119 | ) | 208 | |||||||||||
|
Income before income taxes
|
1,626 | 1,436 | 6,063 | 4,865 | 6,930 | |||||||||||||||
|
Income tax expenses
|
654 | 406 | 1,514 | 1,574 | 1,826 | |||||||||||||||
|
Net income
|
$ | 972 | $ | 1,030 | $ | 4,549 | $ | 3,291 | $ | 5,104 | ||||||||||
|
Net income per common share (basic)
(1)
|
$ | 0.18 | $ | 0.19 | $ | 0.84 | $ | 0.60 | $ | 0.92 | ||||||||||
|
Net income per common share (diluted)
(1)
|
$ | 0.18 | $ | 0.19 | $ | 0.83 | $ | 0.59 | $ | 0.92 | ||||||||||
|
Weighted average common shares outstanding
(1)
|
||||||||||||||||||||
|
Basic
|
5,440,364 | 5,426,784 | 5,435,829 | 5,522,751 | 5,520,881 | |||||||||||||||
|
Diluted
|
5,520,541 | 5,458,472 | 5,475,104 | 5,542,245 | 5,527,618 | |||||||||||||||
|
Balance Sheet Data (at period end):
|
||||||||||||||||||||
|
Current assets
|
$ | 73,743 | $ | 64,827 | $ | 78,363 | $ | 70,269 | $ | 62,114 | ||||||||||
|
Total assets
|
101,376 | 90,020 | 101,615 | 84,623 | 74,198 | |||||||||||||||
|
Current liabilities
|
10,718 | 15,921 | 7,452 | 4,997 | 4,326 | |||||||||||||||
|
Long-term liabilities
|
16,491 | 1,675 | 25,852 | 10,753 | 3,813 | |||||||||||||||
|
Stockholders’ equity
|
74,167 | 72,424 | 68,311 | 68,873 | 66,059 | |||||||||||||||
|
Year Ended January 31,
|
||||||||
|
2010
|
2011
|
|||||||
|
Net sales
|
100.0 | % | 100.0 | % | ||||
|
Cost of goods sold
|
73.0 | % | 70.6 | % | ||||
|
Gross profit
|
27.0 | % | 29.4 | % | ||||
|
Operating expenses
|
24.4 | % | 26.0 | % | ||||
|
Operating profit
|
2.6 | % | 3.4 | % | ||||
|
Interest expense and other income, net
|
1.1 | % | 1.8 | % | ||||
|
Income tax expense
|
0.4 | % | 0.6 | % | ||||
|
Net income
|
1.1 | % | 1.0 | % | ||||
|
For the Year
Ended January 31,
|
For the Three
Months
Ended January 31,
|
|||||||||||||||
|
2011
|
2010
|
2011
|
2010
|
|||||||||||||
|
Net sales
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
|
Gross profit
|
29.4 | % | 27.0 | % | 31.6 | % | 30.2 | % | ||||||||
|
Operating expenses
|
26.0 | % | 24.4 | % | 25.6 | % | 24.7 | % | ||||||||
|
Operating profit
|
3.4 | % | 2.6 | % | 6.0 | % | 5.5 | % | ||||||||
|
Income before tax
|
1.6 | % | 1.5 | % | 5.8 | % | 5.2 | % | ||||||||
|
Net income
|
1.0 | % | 1.1 | % | 4.4 | % | 4.5 | % | ||||||||
|
|
·
|
Changes in the mix of foreign vs. domestic. Foreign sales tend to have much higher margins than U.S. sales.
|
|
|
·
|
Disposables gross margin increased by 4.4 percentage points in FY11 compared with FY10. This increase was mainly due to changes in the product mix moving toward higher margin Lakeland branded products. Disposables margins in Q4 FY11 were increased by a year-end reversal of rebates accrued earlier in the year, due to many customers not meeting their year-end targets for rebates.
|
|
|
·
|
Brazil gross margin was 45.9% for FY11 this year compared with 45.7% last year.
|
|
|
·
|
Glove division improvement in volume resulting in a gross profit of $0.5 million.
|
|
|
·
|
Continued gross losses of $0.3 million from India in FY11.
|
|
|
·
|
Reflective margins were lower than the prior year mainly due to writeoffs taken for overstocks of a discontinued style.
|
|
|
·
|
Canada gross margin increased by 5.9 percentage points primarily from more favorable exchange rates and local competitive pricing climate.
|
|
|
·
|
UK and Europe margins decreased by 2.3 percentage points primarily from exchange rate differentials.
|
|
·
|
$0.5
|
million-while there was only a modest cost in the current year, there was an increase in foreign exchange costs resulting from large gains in the prior year not recurring.
|
||
|
·
|
0.5
|
million-increase in equity compensation resulting from the cumulative change in the performance level designated by the board of directors, which in turn resulted in a cumulative change for the 2009 Restricted Stock Plan.
|
||
|
·
|
0.5
|
million-increased sales salaries, partially resulting from severance pay for terminations and the hiring of additional sales personnel for the wovens division in the U.S. and personnel in the U.K., Latin America and China.
|
||
|
·
|
0.4
|
million-increased operating costs in China were the result of the large increase in direct international sales made by China, which are now allocated to SG&A costs, previously allocated to cost of goods sold.
|
||
|
·
|
0.4
|
million-freight out increased, mainly resulting from higher volume and use of air freight and more frequent partial shipments resulting from stock-out conditions prevailing during much of FY11.
|
||
|
·
|
0.3
|
million-sales commissions increased, mainly resulting from higher volume and revised commission rates.
|
||
|
·
|
0.2
|
million-professional fees increased resulting from the management terminations in Brazil.
|
||
|
·
|
0.2
|
million-increased advertising costs resulting from reductions in co-op advertising allowances received.
|
||
|
·
|
0.2
|
million-increase in amortization mainly as a result of banking fees.
|
||
|
·
|
0.2
|
million miscellaneous increases.
|
||
|
·
|
0.1
|
million increase in medical insurance resulting from higher costs prevailing and several employees with serious illnesses.
|
||
|
·
|
0.1
|
million increase in payroll taxes.
|
||
|
·
|
0.1
|
million increase in miscellaneous taxes.
|
||
|
·
|
(0.1)
|
million reduction in bad debt expenses.
|
||
|
·
|
(0.1)
|
million reduction in bank charges.
|
||
|
·
|
|
(0.1)
|
|
million reduction in R&D expenses.
|
|
Payments Due by Period
|
||||||||||||||||||||
|
Total
|
Less than
1 Year
|
1-3 Years
|
4-5
Years
|
After 5
Years
|
||||||||||||||||
|
Canada facility loan
|
$ | 1,692,511 | $ | 100,050 | $ | 200,100 | $ | 200,100 | $ | 1,192,261 | ||||||||||
|
Operating leases
|
922,050 | 51,456 | 813,594 | 57,000 | 0 | |||||||||||||||
|
Other liabilities
|
— | — | — | — | — | |||||||||||||||
|
Revolving credit facility
|
11,485,698 | 0 | 11,485,698 | 0 | 0 | |||||||||||||||
|
Total
|
$ | 14,100,259 | $ | 151,506 | $ | 12,499,392 | $ | 257,100 | $ | 1,192,261 | ||||||||||
|
Consolidated Financial Statements:
|
|
|
Page No.
|
|
|
Reports of Independent Registered Public Accounting Firm
|
39
|
|
Consolidated Balance Sheets - January 31, 2011 and 2010
|
40
|
|
Consolidated Statements of Income for the Years Ended January 31, 2011 and 2010
|
41
|
|
Consolidated Statements of Stockholders' Equity for the Years Ended January 31, 2011 and 2010
|
42
|
|
Consolidated Statements of Cash Flows for the Years Ended January 31, 2011 and 2010
|
43
|
|
Notes to Consolidated Financial Statements
|
44-63
|
|
Schedule II-Valuation and Qualifying Accounts
|
64
|
|
2011
|
2010
|
|||||||
|
Assets
|
||||||||
|
Current assets
|
||||||||
|
Cash and cash equivalents
|
$ | 6,074,505 | $ | 5,093,380 | ||||
|
Accounts receivable, net of allowance for doubtful accounts of approximately $210,100 and $200,200 at January 31, 2011 and 2010, respectively
|
14,477,442 | 15,809,010 | ||||||
|
Inventories, net of reserves of approximately $1,495,000 and $868,000 at January 31, 2011 and 2010, respectively
|
45,917,775 | 38,575,890 | ||||||
|
Deferred income taxes
|
2,296,941 | 1,261,250 | ||||||
|
Prepaid income tax
|
1,814,691 | 1,731,628 | ||||||
|
Other current assets
|
2,338,585 | 2,355,506 | ||||||
|
Total current assets
|
72,919,939 | 64,826,664 | ||||||
|
Property and equipment, net
|
13,901,389 | 13,742,454 | ||||||
|
Intangibles and other assets, net
|
8,256,904 | 5,622,120 | ||||||
|
Goodwill
|
6,297,751 | 5,829,143 | ||||||
|
Total assets
|
$ | 101,375,983 | $ | 90,020,381 | ||||
|
Liabilities and Stockholders' Equity
|
||||||||
|
Current liabilities
|
||||||||
|
Accounts payable
|
$ | 6,503,935 | $ | 3,882,730 | ||||
|
Accrued compensation and benefits
|
1,411,599 | 1,288,796 | ||||||
|
Other accrued expenses
|
2,701,918 | 1,138,303 | ||||||
|
Borrowings under revolving credit facility
|
— | 9,517,567 | ||||||
|
Current maturity of long-term debt
|
100,050 | 93,601 | ||||||
|
Total current liabilities
|
10,717,502 | 15,920,997 | ||||||
|
Borrowings under revolving credit facility
|
11,485,698 | — | ||||||
|
Construction loan payable, net of current maturity
|
1,592,461 | 1,583,419 | ||||||
|
VAT taxes payable long-term
|
3,309,811 | — | ||||||
|
Other liabilities
|
103,270 | 92,176 | ||||||
|
Total liabilities
|
27,208,742 | 17,596,592 | ||||||
|
Commitments and Contingencies
|
||||||||
|
Stockholders’ equity
|
||||||||
|
Preferred stock, $.01 par; 1,500,000 shares authorized; none issued
|
— | — | ||||||
|
Common stock, $.01 par; 10,000,000 shares authorized; 5,568,744 and 5,564,732 shares issued and outstanding at January 31, 2011 and 2010, respectively
|
55,687 | 55,647 | ||||||
|
Less treasury stock, at cost; 314,441 shares at January 31, 2011 and 125,322 shares at January 31, 2010
|
(3,012,920 | ) | (1,353,247 | ) | ||||
|
Additional paid-in capital
|
50,279,613 | 49,622,632 | ||||||
|
Retained earnings
|
26,193,049 | 25,221,050 | ||||||
|
Other comprehensive gain (loss)
|
651,812 | (1,122,293 | ) | |||||
|
Total stockholders' equity
|
74,167,241 | 72,423,789 | ||||||
|
Total liabilities and stockholders' equity
|
$ | 101,375,983 | $ | 90,020,381 | ||||
|
2011
|
2010
|
|||||||
|
Net sales
|
$ | 101,236,325 | $ | 94,140,819 | ||||
|
Cost of goods sold
|
71,467,972 | 68,735,076 | ||||||
|
Gross profit
|
29,768,353 | 25,405,743 | ||||||
|
Operating expenses
|
||||||||
|
Selling and shipping
|
11,855,816 | 10,480,099 | ||||||
|
General and administrative
|
14,458,572 | 12,468,137 | ||||||
|
Total operating expenses
|
26,314,388 | 22,948,236 | ||||||
|
Operating profit
|
3,453,965 | 2,457,507 | ||||||
|
Other income (expense)
|
||||||||
|
Interest expense
|
(338,042 | ) | (1,111,456 | ) | ||||
|
Interest income
|
70,897 | (2,614 | ) | |||||
|
VAT tax charge-Brazil
|
(1,583,247 | ) | — | |||||
|
Other income
|
22,268 | 92,216 | ||||||
|
Total other income (expense)
|
(1,828,124 | ) | (1,021,854 | ) | ||||
|
Income before income taxes
|
1,625,841 | 1,435,653 | ||||||
|
Income tax expense
|
653,842 | 405,861 | ||||||
|
Net income
|
$ | 971,999 | $ | 1,029,792 | ||||
|
Net income per common share
|
||||||||
|
Basic
|
$ | 0.18 | $ | 0.19 | ||||
|
Diluted
|
$ | 0.18 | $ | 0.19 | ||||
|
Weighted average common shares outstanding
|
||||||||
|
Basic
|
5,440,364 | 5,426,784 | ||||||
|
Diluted
|
5,520,541 | 5,458,472 | ||||||
|
Net income
|
$ | 971,999 | $ | 1,029,792 | ||||
|
Translation adjustments:
|
||||||||
|
Canada
|
37,297 | 76,899 | ||||||
|
Brazil
|
1,606,447 | 2,475,387 | ||||||
|
Europe
|
31,062 | (110,238 | ) | |||||
|
China
|
88,163 | 80 | ||||||
|
Russia
|
11,136 | |||||||
|
Interest rate swap
|
— | 627,380 | ||||||
| 1,774,105 | 3,069,508 | |||||||
|
Total comprehensive income
|
$ | 2,746,104 | $ | 4,099,300 | ||||
|
Common Stock
|
Treasury Stock
|
Additional
Paid-in
|
Retained
|
Other
Comprehensive
|
||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Earnings
|
Loss
|
Total
|
|||||||||||||||||||||||||
|
Balance, January 31, 2009
|
5,523,288 | $ | 55,233 | (107,317 | ) | $ | (1,255,459 | ) | $ | 49,511,896 | $ | 24,191,258 | $ | (4,191,801 | ) | $ | 68,311,127 | |||||||||||||||
|
Net income
|
— | — | — | — | — | 1,029,792 | — | 1,029,792 | ||||||||||||||||||||||||
|
Stock repurchase program
|
— | — | (18,005 | ) | (97,788 | ) | — | — | — | (97,788 | ) | |||||||||||||||||||||
|
Other comprehensive loss -
|
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
Translation adjustments
|
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
Canada
|
— | — | — | — | — | — | 76,899 | 76,899 | ||||||||||||||||||||||||
|
Qualytextil, S.A., Brazil
|
— | — | — | — | — | — | 2,475,387 | 2,475,387 | ||||||||||||||||||||||||
|
UK
|
— | — | — | — | — | — | (110,238 | ) | (110,238 | ) | ||||||||||||||||||||||
|
China
|
— | — | — | — | — | — | 80 | 80 | ||||||||||||||||||||||||
|
Interest rate swap
|
— | — | — | — | — | — | 627,380 | 627,380 | ||||||||||||||||||||||||
|
Stock based compensation
|
||||||||||||||||||||||||||||||||
|
Issuance of director stock options
|
— | — | — | — | 47,068 | — | — | 47,068 | ||||||||||||||||||||||||
|
Restricted stock plan
|
— | — | — | — | 169,640 | — | — | 169,640 | ||||||||||||||||||||||||
|
Director options granted at fair market value
|
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
Director stock options exercised
|
3,267 | 33 | — | — | 23,529 | — | — | 23,562 | ||||||||||||||||||||||||
|
Shares issued from restricted stock plan
|
38,177 | 381 | — | — | — | — | — | 381 | ||||||||||||||||||||||||
|
Return of shares in lieu of payroll tax withholding
|
— | — | — | — | (111,000 | ) | — | — | (111,000 | ) | ||||||||||||||||||||||
|
Cash paid in lieu of issuing shares
|
— | — | — | — | (18,501 | ) | — | — | (18,501 | ) | ||||||||||||||||||||||
|
Balance, January 31, 2010
|
5,564,732 | 55,647 | (125,322 | ) | (1,353,247 | ) | 49,622,632 | 25,221,050 | (1,122,293 | ) | 72,423,789 | |||||||||||||||||||||
|
Net income
|
— | — | — | — | — | 971,999 | — | 971,999 | ||||||||||||||||||||||||
|
Stock repurchase program
|
— | — | (189,119 | ) | (1,659,673 | ) | — | — | — | (1,659,673 | ) | |||||||||||||||||||||
|
Other comprehensive loss -
|
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
Translation adjustments
|
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
Canada
|
— | — | — | — | — | — | 37,297 | 37,297 | ||||||||||||||||||||||||
|
Qualytextil, S.A., Brazil
|
— | — | — | — | — | — | 1,606,447 | 1,606,447 | ||||||||||||||||||||||||
|
UK
|
— | — | — | — | — | — | 31,062 | 31,062 | ||||||||||||||||||||||||
|
China
|
— | — | — | — | — | — | 88,163 | 88,163 | ||||||||||||||||||||||||
|
Russia
|
— | — | — | — | — | — | 11,136 | 11,136 | ||||||||||||||||||||||||
|
Interest rate swap
|
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
Stock based compensation
|
— | — | — | — | 676,304 | — | — | 676,304 | ||||||||||||||||||||||||
|
Restricted stock plan
|
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
|
Shares issued from restricted stock plan
|
4,012 | 40 | — | — | (40 | ) | — | — | — | |||||||||||||||||||||||
|
Return of shares in lieu of payroll tax withholding
|
— | — | — | — | (19,283 | ) | — | — | (19,283 | ) | ||||||||||||||||||||||
|
Balance, January 31, 2011
|
5,568,744 | $ | 55,687 | (314,441 | ) | $ | (3,012,920 | ) | $ | 50,279,613 | $ | 26,193,049 | $ | 651,812 | $ | 74,167,241 | ||||||||||||||||
|
2011
|
2010
|
|||||||
|
Cash flows from operating activities
|
||||||||
|
Net income
|
$ | 971,999 | $ | 1,029,792 | ||||
|
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
|
||||||||
|
Provision for inventory obsolescence
|
626,614 | 211,601 | ||||||
|
Provision for doubtful accounts
|
9,891 | 96,074 | ||||||
|
Deferred income taxes
|
(1,035,691 | ) | 1,316,981 | |||||
|
Depreciation and amortization
|
1,976,596 | 1,744,113 | ||||||
|
Stock based and restricted stock compensation
|
676,304 | 198,588 | ||||||
|
(Increase) decrease in operating assets:
|
||||||||
|
Accounts receivable
|
1,321,677 | (2,551,654 | ) | |||||
|
Inventories
|
(7,968,499 | ) | 18,286,537 | |||||
|
Prepaid income taxes and other current assets
|
(83,063 | ) | (1,731,628 | ) | ||||
|
Other assets
|
(1,640,264 | ) | 692,476 | |||||
|
Increase (decrease) in operating liabilities
|
||||||||
|
Accounts payable
|
2,621,205 | 28,840 | ||||||
|
Accrued expenses and other liabilities
|
1,686,418 | (644,011 | ) | |||||
|
Net cash provided by (used in) operating activities
|
(836,813 | ) | 18,677,709 | |||||
|
Cash flows from investing activities
|
||||||||
|
Acquisition of Qualytextil, S.A.
|
— | — | ||||||
|
Purchases of property and equipment
|
(1,698,500 | ) | (1,192,251 | ) | ||||
|
Net cash used in investing activities
|
(1,698,500 | ) | (1,192,251 | ) | ||||
|
Cash flows from financing activities
|
||||||||
|
Net borrowings (payments) under credit agreement
|
1,968,131 | (14,890,899 | ) | |||||
|
VAT taxes payable
|
3,309,811 | — | ||||||
|
Purchases of stock under stock repurchase program
|
(1,659,673 | ) | (97,788 | ) | ||||
|
Borrowing to fund Qualytextil acquisition
|
— | — | ||||||
|
Other liabilities
|
11,054 | 17,566 | ||||||
|
Net proceeds (repayment) construction loan
|
(93,601 | ) | (88,993 | ) | ||||
|
Proceeds from exercise of stock options
|
— | 23,562 | ||||||
|
Shares returned in lieu of taxes under restricted stock program
|
(19,284 | ) | (110,967 | ) | ||||
|
Net cash provided by (used in) financing activities
|
3,516,438 | (15,147,519 | ) | |||||
|
Net (decrease) increase in cash and cash equivalents
|
981,125 | 2,337,939 | ||||||
|
Cash and cash equivalents at beginning of year
|
5,093,380 | 2,755,441 | ||||||
|
Cash and cash equivalents at end of year
|
$ | 6,074,505 | $ | 5,093,380 | ||||
|
Fiscal Years Ended January 31,
|
||||||||||||||||
|
2011
|
2010
|
|||||||||||||||
|
Domestic
|
$ | 60,281,000 | 59.5 | % | $ | 61,504,000 | 65.3 | % | ||||||||
|
International
|
40,955,000 | 40.5 | % | 32,637,000 | 34.7 | % | ||||||||||
|
Total
|
$ | 101,236,000 | 100.0 | % | $ | 94,141,000 | 100.0 | % | ||||||||
|
2011
|
2010
|
|||||||
|
Interest paid
|
$ | 338,042 | $ | 1,111,456 | ||||
|
Income taxes paid
|
$ | 344,923 | $ | 625,204 | ||||
|
2011
|
2010
|
|||||||
|
Raw materials
|
$ | 17,963,902 | $ | 18,727,993 | ||||
|
Work-in-process
|
3,233,882 | 2,444,693 | ||||||
|
Finished goods
|
24,719,991 | 17,403,204 | ||||||
| $ | 45,917,775 | $ | 38,575,890 | |||||
|
Useful life in years
|
2011
|
2010
|
|||||||
|
Machinery and equipment
|
10
|
$ | 9,967,020 | $ | 9,020,453 | ||||
|
Furniture and fixtures
|
10
|
566,714 | 494,464 | ||||||
|
Leasehold improvements
|
Lease term
|
1,510,666 | 1,731,669 | ||||||
|
Land and building (China)
|
20
|
2,412,115 | 2,412,115 | ||||||
|
Land, building and equipment (India)
|
7-39
|
4,208,513 | 4,129,205 | ||||||
|
Land and building (Canada)
|
30
|
2,434,302 | 2,277,397 | ||||||
|
Land and buildings (USA)
|
39
|
3,908,238 | 3,655,764 | ||||||
|
Land and building (Brazil)
|
5
|
1,179,010 | 662,157 | ||||||
| 26,186,578 | 24,383,224 | ||||||||
|
Less accumulated depreciation and amortization
|
(12,285,189 | ) | (10,640,770 | ) | |||||
| $ | 13,901,389 | $ | 13,742,454 | ||||||
|
2011
|
2010
|
|||||||
|
Trademarks and tradenames, resulting from
|
||||||||
|
Qualytextil, S.A. acquisition, per appraisal
|
$ | 4,450,221 | $ | 3,972,157 | ||||
|
Appraised value of customer contracts acquired in Qualytextil, S.A. acquisition, amortized over estimated remaining life of 26 months from
January 31, 2011, net of accumulated amortization of $220,816 at 2011 and $110,454 at 2010
|
250,778 | 335,148 | ||||||
|
Bank fees net of accumulated amortization of $0 at 2011 and $0 at 2010
|
64,651 | 71,761 | ||||||
|
Deferred taxes noncurrent mainly consisting of VAT taxes in Brazil
|
2,773,847 | 705,102 | ||||||
|
Security deposits
|
717,407 | 522,465 | ||||||
|
Other
|
— | 15,487 | ||||||
| $ | 8,256,904 | $ | 5,622,120 | |||||
|
Directors’ Plan
|
||||||||||||||||
|
Number of
shares
|
Weighted
average
exercise
price
|
Weighted
average
remaining
term (years)
|
Aggregate
Intrinsic
Value
|
|||||||||||||
|
Shares under option
|
||||||||||||||||
|
Outstanding at beginning of year
|
24,300 | $ | 12.11 | 2.34 | ||||||||||||
|
Granted during FY11
|
0 | 0 | 0 | |||||||||||||
|
Cancelled during FY11
|
(12,100 | ) | 15.23 | |||||||||||||
|
Exercised during FY11
|
0 | 0 | ||||||||||||||
|
Outstanding and exercisable at end of year
|
12,200 | $ | 9.02 | 3.61 | $ | 17,030 | ||||||||||
|
Weighted-average fair value per share of options granted during:
|
||||||||||||||||
|
FY11
|
N/A | |||||||||||||||
|
FY10
|
$ | 5.88 | ||||||||||||||
|
Reserved for future issuance:
|
||||||||||||||||
|
Directors’ Plan
|
31,300 | |||||||||||||||
|
2011
|
2010
|
|||||||
|
Domestic
|
$ | 480,392 | $ | (1,208,641 | ) | |||
|
Foreign
|
1,145,449 | 2,644,294 | ||||||
|
Total
|
$ | 1,625,841 | $ | 1,435,653 | ||||
|
2011
|
2010
|
|||||||
|
Current
|
||||||||
|
Federal
|
$ | 727,722 | $ | (1,228,449 | ) | |||
|
State
|
36,887 | (130,339 | ) | |||||
|
Foreign
|
924,925 | 447,668 | ||||||
| 1,689,534 | (911,120 | ) | ||||||
|
Deferred
|
(1,035,692 | ) | 1,316,981 | |||||
| $ | 653,842 | $ | 405,861 | |||||
|
2011
|
2010
|
|||||||
|
Statutory rate
|
34.0 | % | 34.0 | % | ||||
|
State income taxes, net of Federal tax benefit
|
1.5 | % | (6.0 | )% | ||||
|
Permanent differences
|
2.0 | % | — | |||||
|
FIN48 adjustment
|
— | — | ||||||
|
VAT tax charge with no tax benefit
|
33.1 | % | — | |||||
|
Foreign tax rate differential
|
*(34.9 | )% | (17.0 | )% | ||||
|
India tax credit valuation allowance
|
— | 16.2 | % | |||||
|
Restricted stock fair market value at vesting per tax compared with grant date per books
|
— | 6.2 | % | |||||
|
Various tax credits
|
— | (4.7 | )% | |||||
|
Other
|
4.5 | % | (0.4 | )% | ||||
|
Effective rate
|
40.2 | % | 28.3 | % | ||||
|
2011
|
2010
|
|||||||
|
Deferred tax assets:
|
||||||||
|
Inventories
|
$ | 1,295,484 | $ | 902,809 | ||||
|
Accounts receivable
|
27,022 | 9,718 | ||||||
|
Accrued compensation and other
|
267,377 | 236,233 | ||||||
|
Depreciation
|
133,853 | 26,935 | ||||||
|
Stock based compensation
|
320,543 | 85,555 | ||||||
|
Foreign tax credit carryforward
|
124,543 | — | ||||||
|
State and local carryforwards
|
128,119 | — | ||||||
|
Deferred tax assets
|
$ | 2,296,941 | $ | 1,261,250 | ||||
|
(R$ millions)
|
(US$ millions )
|
|||||||||
|
1)
|
Loss of “desenvolve”
(a)
|
$ | 1.5 | $ | 0.8 | |||||
|
2)
|
Interest costs
|
0.4 | 0.2 | |||||||
|
3)
|
Legal fees
|
0.5 | 0.3 | |||||||
|
TOTAL
|
$ | 2.4 | $ | 1.3 | ||||||
|
(a)
|
“Desenvolve” is an incentive remaining from Brazil’s hyperinflationary days about 10 years ago. It is based on the net ICMS (VAT) tax payable. (QT pays ICMS to suppliers on raw materials, bills and collects ICMS from customers, takes credit for ICMS paid to suppliers and remits the difference. The net amount payable is payable 30% immediately and 70% for up to five years.
The “desenvolve” is an incentive to pay the 70% quickly, like a cash discount. If the full amount is paid immediately, there is an 80% discount of the 70% (or 56% of the total).
|
|
|
·
|
If before judicial process
- still administration proceeding - the Company would pay just the taxes with no penalty or interest. This would then be recouped via credits against future taxes on future imports. As before, the Company would lose desenvolve and interest.
|
|
|
·
|
If after judicial process commences
- the amount of the judicial deposit previously remitted would be reclassified to the taxes at issue, and the excess submitted to cover fines and interest would be refunded to QT. As above, the taxes would be recouped via credits against future taxes on future imports but losing desenvolve and interest.
|
|
|
·
|
The desenvolve is scheduled to expire on February 2013 and will be partially phased out starting February 2011. Based on the anticipated timing of the next amnesty, there may be little amounts of lost desenvolve since it would largely expire on its own terms in any case.
|
|
Millions
|
||||||||
|
R$
|
US$
|
|||||||
|
Total to be paid not available for credit:
|
||||||||
|
Asserted claims
|
$ | 1.4 | $ | 0.8 | ||||
|
Unasserted claims
|
2.5 | 1.3 | ||||||
| 3.9 | 2.1 | |||||||
|
Escrow funds released
|
(1.0 | ) | (0.5 | ) | ||||
|
Charge to expense
|
$ | 2.9 | $ | 1.6 | ||||
|
Escrow funds available:
|
||||||||
|
Total escrow funds
|
$ | 2.8 | $ | 1.6 | ||||
|
Escrow released in May
|
(1.0 | ) | (0.5 | ) | ||||
|
Remaining funds in escrow
|
$ | 1.8 | $ | 1.1 | ||||
|
(R$ millions)
|
US$ millions
|
|||||||||
|
Current assets
|
Prepaid taxes
|
$ | 0.6 | (a) | $ | 0.4 | ||||
|
Noncurrent assets
|
VAT taxes payable
|
$ | 3.5 | $ | 1.9 | |||||
|
Long-term liabilities
|
Taxes payable
|
$ | 6.0 | $ | 3.3 | |||||
|
Gross rental
|
Rentals paid to related parties
|
|||||||
|
Year ended January 31,
|
||||||||
|
2011
|
$ | 640,127 | $ | 63,540 | ||||
|
2010
|
$ | 633,769 | $ | 127,080 | ||||
|
Year ending January 31,
|
||||
|
2012
|
$ | 717,420 | ||
|
2013
|
601,436 | |||
|
2014
|
237,981 | |||
|
2015
|
114,000 | |||
|
Year ended January 31,
|
Canadian
|
USD
|
||||||
|
2012
|
$ | 100,200 | $ | 100,050 | ||||
|
2013
|
100,200 | 100,050 | ||||||
|
2014
|
100,200 | 100,050 | ||||||
|
2015
|
100,200 | 100,050 | ||||||
|
2016
|
100,200 | 100,050 | ||||||
|
and thereafter
|
1,194,050 | 1,192,261 | ||||||
|
2011
|
2010
|
|||||||
|
Net Sale
s:
|
||||||||
|
North America and other foreign
|
$ | 77,404,649 | $ | 75,274,796 | ||||
|
China
|
32,772,369 | 19,473,004 | ||||||
|
India
|
1,718,665 | 824,083 | ||||||
|
Brazil
|
13,495,006 | 13,173,777 | ||||||
|
Less intersegment sales
|
(24,154,364 | ) | (14,604,841 | ) | ||||
|
Consolidated sales
|
$ | 101,236,325 | $ | 94,140,819 | ||||
|
Operating Profit:
|
||||||||
|
North America and other foreign
|
$ | 415,434 | $ | 21,288 | ||||
|
China
|
4,218,791 | 2,578,057 | ||||||
|
India
|
(662,081 | ) | (852,335 | ) | ||||
|
Brazil
|
351,787 | 298,374 | ||||||
|
Less intersegment profit
|
(869,966 | ) | 412,123 | |||||
|
Consolidated operating profit
|
$ | 3,453,965 | $ | 2,457,507 | ||||
|
Identifiable Assets:
|
||||||||
|
North America and other foreign
|
$ | 54,390,868 | $ | 53,233,159 | ||||
|
China
|
18,917,133 | 14,133,006 | ||||||
|
India
|
4,470,389 | 3,875,781 | ||||||
|
Brazil
|
23,597,593 | 18,778,435 | ||||||
|
Consolidated assets
|
$ | 101,375,983 | $ | 90,020,381 | ||||
|
Depreciation
:
|
||||||||
|
North America and other foreign
|
$ | 724,553 | $ | 790,555 | ||||
|
China
|
309,508 | 320,999 | ||||||
|
India
|
440,297 | 420,141 | ||||||
|
Brazil
|
239,044 | 167,580 | ||||||
|
Consolidated depreciation
|
$ | 1,713,402 | $ | 1,699,275 | ||||
|
1/31/11
|
10/31/10
|
7/31/10
|
4/30/10
|
|||||||||||||
|
Net sales
|
$ | 25,029 | $ | 26,293 | $ | 24,551 | $ | 25,363 | ||||||||
|
Cost of sales
|
17,123 | 19,106 | 16,281 | 18,958 | ||||||||||||
|
Gross profit
|
7,906 | 7,187 | 8,270 | 6,405 | ||||||||||||
|
Net income (loss)
|
$ | 1,096 | $ | 649 | $ | 572 | $ | (1,346 | ) | |||||||
|
Basic and diluted income per common
|
||||||||||||||||
|
Share
|
||||||||||||||||
|
Basic
|
$ | 0.20 | $ | 0.12 | $ | 0.11 | $ | (0.25 | ) | |||||||
|
Diluted
|
$ | 0.20 | $ | 0.12 | $ | 0.10 | $ | (0.25 | ) | |||||||
|
1/31/10
|
10/31/09
|
7/31/09
|
4/30/09
|
|||||||||||||
|
Net sales
|
$ | 24,831 | $ | 22,285 | $ | 23,049 | $ | 23,976 | ||||||||
|
Cost of sales
|
17,329 | 16,629 | 16,812 | 17,965 | ||||||||||||
|
Gross profit
|
7,502 | 5,656 | 6,237 | 6,011 | ||||||||||||
|
Net income
|
$ | 1,115 | $ | (190 | ) | $ | 8 | $ | 97 | |||||||
|
Basic and diluted income per common
|
||||||||||||||||
|
Share
|
||||||||||||||||
|
Basic
|
$ | 0.20 | $ | (0.03 | ) | $ | 0.00 | $ | 0.02 | |||||||
|
Diluted
|
$ | 0.20 | $ | (0.03 | ) | $ | 0.00 | $ | 0.02 | |||||||
|
Column A
|
Column B
|
Column C
|
Column D
|
Column E
|
||||||||||||||||
|
Additions
|
||||||||||||||||||||
|
Balance at
Beginning
of period
|
Charge to
costs and
expenses
|
Charged
to other
accounts
|
Additions /
Deductions
|
Balance at
end of
period
|
||||||||||||||||
|
Year ended January 31, 2011
|
||||||||||||||||||||
|
Allowance for doubtful accounts (a)
|
$ | 200,200 | $ | 9,900 | $ | 210,100 | ||||||||||||||
|
Allowance for slow moving inventory
|
$ | 868,000 | $ | 627,000 | $ | 1,495,000 | ||||||||||||||
|
Year ended January 31, 2010
|
||||||||||||||||||||
|
Allowance for doubtful accounts (a)
|
$ | 104,500 | $ | 95,700 | $ | 200,200 | ||||||||||||||
|
Allowance for slow moving inventory
|
$ | 657,000 | $ | 211,000 | $ | 868,000 | ||||||||||||||
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
|
Name
|
Age
|
Position
|
||
|
Stephen M. Bachelder
|
59
|
Chairman of the Board of Directors
|
||
|
Christopher J. Ryan
|
58
|
Chief Executive Officer, President, Secretary and Director
|
||
|
Gary Pokrassa
|
63
|
Chief Financial Officer
|
||
|
Paul C. Smith
|
43
|
Vice President
|
||
|
Gregory D. Pontes
|
49
|
Vice President-Manufacturing
|
||
|
Charles D. Roberson
|
49
|
Vice President-International Sales
|
||
|
John J. Collins
|
67
|
Director
|
||
|
Eric O. Hallman
|
66
|
Director
|
||
|
A. John Kreft
|
60
|
Director
|
||
|
Duane W. Albro
|
63
|
Director
|
||
|
Thomas McAteer
|
|
58
|
|
Director
|
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
1.
|
Consolidated Financial Statements (see Page 39 of this report which includes an index to the consolidated financial statements)
|
|
Exhibit
|
Description
|
|
|
3.1
|
Restated Certificate of Incorporation of Lakeland Industries, Inc., as amended (incorporated by reference to Exhibit 3.1 of Lakeland Industries, Inc.’s Form 8-K, filed April 15, 2008)
|
|
|
3.2
|
Bylaws of Lakeland Industries Inc., as amended (incorporated by reference to Exhibit 3.2 of Lakeland Industries, Inc.’s Form 8-K, filed April 15, 2008)
|
|
|
10.1
|
Amendment dated February 1, 2007, to the original lease Agreement, dated August 1, 2001, between Southwest Parkway, Inc., as lessor, and Lakeland Industries, Inc., as lessee (incorporated by reference to Exhibit 10.1 of Lakeland Industries, Inc. Form 10-K for FYE08, filed April 14, 2008)
|
|
|
10.2
|
Lakeland Industries, Inc. Stock Option Plan (incorporated by reference to Exhibit 10(n) of Lakeland’s Registration Statement on Form S-18 (File No. 33-7512 NY))
|
|
|
10.3
|
Employment Agreement, dated April 16, 2010, between Lakeland Industries, Inc. and Christopher J. Ryan (incorporated by reference to Exhibit 10.5 of Lakeland Industries, Inc. Form 10-K for FYE10, filed, April 16, 2010)
|
|
|
10.4
|
Employment Agreement, dated May 1, 2009, between Lakeland Industries, Inc. and Paul C. Smith (incorporated by reference to Exhibit 10.9 of Lakeland Industries, Inc. Form 10-K for FYE09 filed April 15, 2009)
|
|
|
10.5
|
Employment Agreement, dated January 31, 2010, between Lakeland Industries, Inc. and Gary Pokrassa,(incorporated by reference to Exhibit 10.10 of Lakeland Industries, Inc. Form 8-K filed January 15, 2010)
|
|
|
10.6
|
Asset Purchase Agreement, dated July 2005, between Lakeland Industries, Inc. and Mifflin Valley, Inc. and Lease Agreement and Employment Contract between Lakeland Industries, Inc. and Michael Gallen (incorporated by reference to Exhibit 10.15, 10.16 and 10.17 of Lakeland Industries, Inc.’s Quarterly Report on Form 10-Q filed September 7, 2005)
|
|
|
10.7
|
Lease Agreement, dated January 1, 2010, between Carlos Tornquist Bertrand, as lessor, and Lakeland Industries, Inc., as lessee for Lakeland Chile (incorporated by reference to Exhibit 10.13 of Lakeland Industries, Inc. Form 10-K for FYE10, filed April 16, 2010)
|
|
|
10.8
|
|
Lease Agreement, dated 2006, between Michael Robert Kendall, June Jarvis and Barnett Waddingham Trustees Limited, as lessor, and Lakeland Industries, Inc., as lessee (incorporated by reference to Exhibit 10.22 of Lakeland Industries, Inc.’s 10-K for the year ended January 31, 2007)
|
|
10.9
|
Modification letter dated January 15, 2010 modifying the original Lease Agreement, dated November 10, 2008, between Mifflin Management, as Landlord, and Lakeland Industries, Inc., as Tenant, for the property at 312 Hendel Street, Shillington, PA (incorporated by reference to Exhibit 10.15 of Lakeland Industries, Inc. Form 10-K for FYE10, filed April 16, 2010)
|
|
|
10.10
|
Lease Agreement dated September 1, 2009, between LIK 5 Ballow LLC, as lessor, and Lakeland Industries, Inc., as lessee for Art Prom, LLC in Kazakhstan (incorporated by reference to Exhibit 10.17 of Lakeland Industries, Inc. Form 10-K for FYE10, filed April 16, 2010)
|
|
|
10.11
|
Lease Agreement Extension letter dated December 23, 2009, extending the original lease dated February 5, 2007, between Gotham Enterprises & Affiliates, LLC, as lesssor, and Lakeland Industries, Inc., as lessee for Industrias Lakeland S.A. de C.V in Mexico (incorporated by reference to Exhibit 10.18 of Lakeland Industries, Inc. Form 10-K for FYE10, filed April 16, 2010)
|
|
|
10.12
|
Lease Agreement, dated August 19, 2009, between Acrilicos Palopoli S.A, as lessor, and Lakeland Argentina, SRL, as lessee (incorporated by reference to Exhibit 10.19 of Lakeland Industries, Inc. Form 10-K for FYE10, filed April 16, 2010)
|
|
|
10.13
|
Lease Agreement, dated June 2, 2009, between Beijing Yeshi Enterprise Group Co., Ltd, as lessor, and Lakeland (Beijing) Safety Products Limited, as lessee (incorporated by reference to Exhibit 10.20 of Lakeland Industries, Inc. Form 10-K for FYE10, filed April 16, 2010)
|
|
|
10.14
|
Lease Agreement, dated October 14, 2010, between South Heidelberg Partners, LP, as lessor, and Lakeland Industries, Inc., as lessee for Lakeland High Visibility Clothing in Pennsylvania (filed herein)
|
|
|
10.15
|
Lease Agreement, dated December 28, 2010, between Land Services, LLC, as lessor, and Lakeland Industries, Inc., as lessee for Lakeland Industries, Inc. (filed herein)
|
|
|
10.16
|
Settlement Statement, dated June 30, 2010, between Harvey Pride, Jr. and Lakeland Industries, Inc. for the property location 201 Pride Lane, Decatur, Alabama (filed herein)
|
|
|
10.17
|
Management Agreement, effective July 1, 2011, between Lakeland Industries, Inc. and Miguel Antonio dos Guimarães Bastos (filed herein)
|
|
|
10.18
|
Wholesaler Agreement between E. I. du Pont de Nemours and Lakeland Industries, Inc. dated January 31, 2011 (filed herein)
|
|
|
14.1
|
Amendment dated February 13, 2009, to the Lakeland Industries, Inc. Code of Ethics (incorporated by reference to Exhibit 14.1 of Lakeland Industries, Inc. Form 10-K for FYE09 filed April 15, 2009)
|
|
|
21.1
|
Subsidiaries of Lakeland Industries, Inc. (wholly-owned):
Lakeland Protective Wear, Inc.
Lakeland Protective Real Estate
Industrias Lakeland S.A. de C.V.
Laidlaw, Adams & Peck, Inc. and Subsidiary (Weifang Meiyang Protective Products Co., Ltd.)
Weifang Lakeland Safety Products Co., Ltd.
QingDao Lakeland Protective Products Co., Ltd.
Lakeland Industries Europe Ltd.
Lakeland Glove and Safety Apparel Private Ltd.
Lakeland Industries, Inc. Agencia en Chile
Lakeland Brazil, S.A.
Lakeland Argentina, SRL
Art Prom, LLC
RussIndProtection, Ltd.
Lakeland (Beijing) Safety Products, Co., Ltd.
Lakeland (Hong Kong) Trading Co., Ltd.
|
|
23.1
|
Consent of Warren, Averett, Kimbrough & Marino, LLC, Independent Registered Public Accounting Firm
|
|
|
31.1
|
Certification of Christopher J. Ryan, Chief Executive Officer, President and Secretary, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification of Gary Pokrassa, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Certification of Christopher J. Ryan, Chief Executive Officer, President and Secretary, pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.2
|
|
Certification of Gary Pokrassa, Chief Financial Officer, pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Dated:
|
April 7, 2011
|
|
LAKELAND INDUSTRIES, INC.
|
||
|
By:
|
/ s / Christopher J. Ryan
|
|
|
Christopher J. Ryan,
|
||
|
Chief Executive Officer and President
|
||
|
Name
|
Title
|
Date
|
||
|
/s/ Stephen M. Bachelder
|
Chairman of the Board
|
April 7, 2011
|
||
|
Stephen M. Bachelder
|
||||
|
/s/ Christopher J. Ryan
|
Chief Executive Officer, President,
|
April 7, 2011
|
||
|
Christopher J. Ryan
|
Secretary and Director
|
|||
|
/s/ Gary Pokrassa
|
Chief Financial Officer
|
April 7, 2011
|
||
|
Gary Pokrassa
|
||||
|
/s/ Eric O. Hallma
n
|
Director
|
April 7, 2011
|
||
|
Eric O. Hallman
|
||||
|
/s/ John J. Collins, Jr.
|
Director
|
April 7, 2011
|
||
|
John J. Collins, Jr.
|
||||
|
/s/ John Kreft
|
Director
|
April 7, 2011
|
||
|
John Kreft
|
||||
|
/s/ Duane W. Albro
|
Director
|
April 7, 2011
|
||
|
Duane W. Albro
|
||||
|
/s/ Thomas McAteer
|
Director
|
April 7, 2011
|
||
|
Thomas McAteer
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|