UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) September 16, 2015

 

 

 

Lakeland Industries, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 0-15535 13-3115216
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

 

3555 Veterans Memorial Highway, Suite C, Ronkonkoma, New York 11779-7410

 

 

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (631) 981-9700

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

  

Item 2.02Results of Operations and Financial Condition

 

On September 16, 2015, Lakeland Industries, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended July 31, 2015. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

99.1Press Release, dated September 16, 2015

 

The financial information contained in the exhibit to this Form 8-K is being furnished in accordance with Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

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 hereunto duly authorized.

 

  LAKELAND INDUSTRIES, INC.  
     
Date:  September 16, 2015    
     
  /s/ Christopher J. Ryan  
  Christopher J. Ryan  
  President & CEO  

 

 

 

  

EXHIBIT INDEX

 

Exhibit    
Number   Description
     
99.1   Press Release, dated September 16, 2015

 

 

 



 

Exhibit 99.1

 

  3555 Veterans Memorial Highway, Suite C
  Ronkonkoma, NY 11779
  (631) 981-9700 - www.lakeland.com

  

Lakeland Industries, Inc. Reports Fiscal 2016 Second Quarter Financial Results

 

Net Income from Continuing Operations Grows over 500%

Driven by Unique Operating Platform and Overall Operations Improvements

 

RONKONKOMA, NY – September 16, 2015 — Lakeland Industries, Inc. (NASDAQ: LAKE), a leading global manufacturer of protective clothing for industry, healthcare and to first responders on the federal, state and local levels, today announced financial results for its fiscal 2016 second quarter ended July 31, 2015.

 

For financial reporting presentation purposes, the operating results in Brazil are excluded from many of the statements in this announcement because the Company’s recent determination to exit Brazil has resulted in discontinued operations accounting. Commencing with its first fiscal quarter 2016 ended April 30, 2015, historical and future financial results from the Brazilian operations are reflected as discontinued operations in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Discontinued operations accounting entails the reclassification of all of the financial results of the Brazil operations within the consolidated financial results of the parent company, and a restatement of prior periods to reflect the same treatment. The global operations of Lakeland Industries excluding Brazil are shown in financial reports as Continuing Operations. All information below has been restated to exclude Brazil, except where noted. On July 31, 2015, the Company completed a conditional closing of the sale of its wholly-owned Brazilian subsidiary (“Lakeland Brazil”), to Zap Comércio de Brindes Corporativos Ltda (the “Transferee”), a company owned by an existing Lakeland Brazil manager. This sale is pursuant to a Shares Transfer Agreement entered into on June 19, 2015. The transactions contemplated by the Shares Transfer Agreement, which shall be deemed to have been consummated as of July 31, 2015, are subject to acceptance of the shares transfer on the Commercial Registry by the Brazilian authorities, which is expected to be completed shortly. Although no assurances can be given in that regard, the Company expects the Commercial Registry processing of the shares transfer will not adversely affect the closing. Pursuant to the Shares Transfer Agreement, the Transferee will acquire all of the shares of Lakeland Brazil owned by the Company, and effective with the fiscal 2016 third quarter beginning August 1, 2015 the Company expects no further significant losses from discontinued operations, charges or expenses relating to Brazil beyond the existing accrual of $900,000 which was recorded in the fiscal second quarter financial results.

 

Fiscal 2016 Second Quarter Financial Results Highlights (from Continuing Operations, unless otherwise noted)

·Revenue Growth
oSales were $29.5 million (“M”) this year and $22.8M last year, an increase of 29.2%, with a portion of the growth resulting from orders received by Lakeland due to its unique operating platform during a period of industry capacity constraints.
·Margin Improvement and Expense Management
oGross profit increased by 58.6% as compared to last year.
oGross margin was 40.0%, compared to 32.6% last year, driven by a more favorable product mix including demand for disposable and chemical garments in response to a lack of industry capacity.
oOperating expenses worldwide increased by $0.5M and decreased as a percent of sales to 20.7% from 24.7% last year as a result of higher volume and Selling, General and Administrative Expenses (“SGA”) largely being fixed other than freight out and commissions.
·Significant Increases in Operating Income, Adjusted EBITDA and Free Cash Flow.*
oOperating income increased to $5.7M from operating income of $1.8M last year.
oOperating income as a percentage of sales increased to 19.3% this year vs. 7.9% last year. 
oAdjusted EBITDA worldwide this year was $6.1M vs. $2.1M last year.
oFree cash flow (defined as adjusted EBITDA less cash paid for taxes and less capital expenditures) increased from $1.5M last year to $5.5M this year.
oExcluded from free cash flow is a non-cash charge of $1.2M in connection with the Discontinued Operations in Brazil. 
·Net Income Growth**
oNet income of $3.6M or $0.50 per share vs $0.6M and $0.09 per share for the three months ended July 31, 2015 and 2014, respectively.

oNet loss from discontinued operations, as of July 31, 2015 of $(1.6)M or $(0.22) per share vs. $(0.9)M and $(0.16) per share last year.
oNet income (loss) this year of $3.3M or $0.46 per share vs. $(0.4)M and $(0.07) per share last year for the six months ended July 31, 2015 and 2014, respectively.

 

 

 

  

·Balance Sheet Strengthened
oCash and cash equivalents decreased by $1.6M from $6.7M at end of Q4 last year to $5.1M at end of Q2 with the payment of the arbitration settlement of $3.4M in cash while the revolver balance held steady.
oNet book value per share at July 31, 2015 was $9.34.
oStockholders’ equity increased by 6.8% from the beginning of the fiscal year.

 

 

*    Includes non-GAAP measures – see table included herein for reconciliation to GAAP measures

** All shares presented are Basic, unless otherwise noted.

 

 

 

  

Management’s Comments

 

Christopher J. Ryan, President and Chief Executive Officer of Lakeland Industries, stated, “The second quarter of fiscal 2016 marked the second consecutive quarter in which we reported a 500% increase in net income from continuing operations as compared with the respective prior year periods. Free cash flow from continuing operations in the second quarter of this year increased by 267% from the prior year, which followed a 105% increase for the first quarter. We attribute this growth to the hard work of our growing worldwide team along with organic growth from our recurring base of customers and our unique operating platform which has provided us with the ability to deliver large quantities of protective apparel for emergency and crisis situations where there are global capacity shortages. Simply put, we believe that no other protective apparel manufacturer in the world can be as responsive to market demands as Lakeland and still provide a high quality garment. We have continued to prove that we have the ability to scale production and have the manufacturing capacity and operational expertise to respond to market demand. Our consecutive quarterly growth rate, while not sustainable at the very high levels achieved during the first half of this fiscal year, demonstrates the leverage in our business and our enhanced presence in a total addressable market valued at nearly $7 billion globally.

 

“Lakeland’s brand is increasingly being recognized around the world for the quality of its garments and the ability to deliver large quantities in periods of exigent demand. In the past twelve months alone, Lakeland has responded to the Ebola crisis in West Africa and the bird flu crisis in the United States, among other less significant events of incremental demand. Emergency requirements are nothing new to our industry but Lakeland is now better positioned than ever to participate in this unpredictable demand as “the new go-to manufacturer” for distributors, end users and government and military customers around the world. In turn, we are gaining market share and successfully executing on an organic growth initiative to convert these emergency customers into recurring buyers of our broad and expanding portfolio of protective apparel.

 

“Over the past several years we have continued to report annual sales growth from our traditional, non-emergency activities which we view as somewhat recurring in nature. We believe the quality of our revenues from continuing operations benefits from a growing global customer base where we estimate that approximately 90% of sales are for recurring demand. In the second quarter, our order flow reflected the quality and defensibility of our revenue base, which was evident despite seasonality and periodic slowdowns such as the current economic circumstances in China and the reduced demand globally within the oil and gas industry resulting from low oil prices. We have experienced increases in unit volume sales in most of our international businesses in the second quarter, although the impact of this demand has been muted by the strong dollar against most foreign currencies which reduces our reported financial results. In the US alone, sales in the fiscal 2016 second quarter of $19.5 million increased from the prior year period by 55%, driven by approximately $4 million in orders for disposable and chemical garments in response to the bird flu epidemic. Excluding this non-recurring demand, US sales grew by 23%. On a consolidated sales basis excluding orders relating to the bird flu epidemic, revenues during a strong quarter increased by nearly 12% as compared to the second quarter of fiscal 2015, despite the negative foreign currency impact.

 

“The turnaround strategy that we implemented nearly three years ago, including the steps to complete our exit from Brazil that we recently announced, has been executed with success. The strong improvement in our financial position and our exit from Brazil has provided us with the ability to direct our attention to global organic growth initiatives. We are now in our next phase of planning which includes the development of our management and sales teams, new product launches in response to customer demand, implementation of information systems and technologies to enhance performance, and capital investments to accommodate increased manufacturing capacity and distribution requirements. This plan is focused on long term growth in sales and profitability. Supported by the visibility afforded by our recurring customer base, our goal is to deliver an approximate double digit compounded annual revenue growth rate for the foreseeable future, which may further increase with the contributions of emergency events in any given year.”

 

 

 

  

Operating Results as Restated for Discontinued Operations ($ 000)

Reconciliation to GAAP Results

 

   Quarter Ended
July 31, 2015
   Quarter Ended
 July 31, 2014
 
Net sales from continuing operations  $29,465   $22,812 
Year over year growth   29.2%    
Gross profit from continuing operations   11,795    7,437 
Gross profit %   40.0%   32.6%
Operating expenses from continuing operations   6,095    5,639 
Operating expenses as a percentage of sales   20.7%   24.7%
Operating income from continuing operations   5,700    1,798 
Operating income as a percentage of sales   19.3%   7.9%
Interest expense from continuing operations   210    517 
Other (income) expense from continuing operations       42 
Pretax income (loss) from continuing operations   5,490    1,239 
Income tax expense (benefit) from continuing operations   1,902    677 
Net income from continuing operations   3,588    562 
Non-cash reclassification of Other Comprehensive Income to Statement of Operations with no impact on stockholder’s equity   (1,286)    
Loss from discontinued operations   (837)   (948)
Loss before taxes for discontinued operations   (2,123)   (948)
Income tax expense (benefit) from discontinued operations   (569)    
Net (loss) from discontinued operations   (1,554)   (948)
Net income (loss)  $2,034   $(386)
           
Weighted average shares for EPS-Basic   7,145,418    5,924,524 
Net income per share from continuing operations  $0.50   $0.09 
Net loss per share from discontinued operations  $(0.22)  $(0.16)
Net income (loss) per share  $0.28   $(0.07)
           
Operating income from continuing operations  $5,700   $1,798 
Depreciation and amortization   228    258 
Other income from continuing operations       (18)
EBITDA from continuing operations   5,928    2,038 
Equity Compensation   127    25 
Adjusted EBITDA   6,055    2,063 
Cash paid for taxes (foreign)   391    365 
Capital expenditures   167    149 
Free cash flow  $5,497   $1,549 

 

 

 

  

Operating Results as Restated for Discontinued Operations ($ 000)

Reconciliation to GAAP Results

 

Quarterly results  Six-Months
Ended July 31,
 2015
   Six-Months
Ended July 31,
 2014
 
Net sales from continuing operations  $54,284   $44,570 
Year over year growth   21.8%    
Gross profit from continuing operations   21,073    13,942 
Gross profit %   38.8%   31.3%
Operating expenses from continuing operations   12,154    11,286 
Operating expenses as a percentage of sales   22.4%   25.3%
Operating income from continuing operations   8,919    2,656 
Operating income as a percentage of sales   16.4%   6.0%
Interest expense from continuing operations   393    1,003 
Other (income) expense from continuing operations   16    (37)
Pretax income (loss) from continuing operations   8,542    1,616 
Income tax expense (benefit) from continuing operations   2,794    700 
Net income from continuing operations   5,748    916 
Non-cash reclassification of Other Comprehensive Income to Statement of Operations with no impact on stockholder’s equity   (1,286)    
Loss from discontinued operations   (1,868)   (1,302)
Loss before taxes for discontinued operations   (3,154)   (1,302)
Income tax expense (benefit) from discontinued operations   (669)    
Net (loss) from discontinued operations   (2,485)   (1,302)
Net income (loss)  $3,263   $(386)
           
Weighted average shares for EPS-Basic   7,104,471    5,923,885 
Net income (loss) per share from continuing operations  $0.81   $0.15 
Net loss per share from discontinued operations  $(0.35)  $(0.22)
Net income (loss) per share  $0.46   $(0.07)
           
Operating income from continuing operations  $8,919   $2,656 
Depreciation and amortization   474    558 
Other (income) expense from continuing operations   (25)   23 
EBITDA from continuing operations   9,368    3,237 
Equity Compensation   255    49 
Inventory reserve in USA and China – discontinued product lines raw material/finished goods       300 
PA plant shutdown costs       235 
Adjusted EBITDA   9,623    3,821 
Cash paid for taxes (foreign)   995    672 
Capital expenditures   474    238 
Free cash flow  $8,154   $2,911 

 

 

 

  

Financial Results Conference Call

 

Lakeland will host a conference call at 4:30 pm eastern today to discuss the Company's fiscal 2016 second quarter financial results. The call will be hosted by Christopher J. Ryan, Lakeland’s President and CEO, and Teri W. Hunt, Lakeland’s Acting Chief Financial Officer. Investors can listen to the call by dialing 888-347-6609 (Domestic) or 412-902-4291 (International) or 855-669-9657 (Canada), Pass Code 10071831.

 

For a replay of this call through September 23, 2015, dial 877-344-7529 (Domestic) or 412-317-0088 (International) or 855-669-9658 (Canada), Pass Code 10071831.

 

About Lakeland Industries, Inc.:

Lakeland Industries, Inc. (NASDAQ: LAKE) manufactures and sells a comprehensive line of safety garments and accessories for the industrial protective clothing market. The Company’s products are sold by a direct sales force and through independent sales representatives to a network of over 1,000 safety and mill supply distributors. These distributors in turn supply end user industrial customers such as chemical/petrochemical, automobile, steel, glass, construction, smelting, janitorial, pharmaceutical and high technology electronics manufacturers, as well as hospitals and laboratories. In addition, Lakeland supplies federal, state, and local government agencies, fire and police departments, airport crash rescue units, the Department of Defense, the Centers for Disease Control and Prevention, and many other federal and state agencies. For more information concerning Lakeland, please visit the Company online at www.lakeland.com.

 

Contacts:

Lakeland Industries Darrow Associates
631-981-9700 631-367-1866
Christopher Ryan, CJRyan@lakeland.com Jordan Darrow, jdarrow@darrowir.com
Teri W. Hunt, TWHunt@lakeland.com  

 

# # #

 

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Forward-looking statements involve risks, uncertainties and assumptions as described from time to time in Press Releases and Forms 8-K, registration statements, quarterly and annual reports and other reports and filings filed with the Securities and Exchange Commission or made by management. All statements, other than statements of historical facts, which address Lakeland’s expectations of sources or uses for capital or which express the Company’s expectation for the future with respect to financial performance or operating strategies can be identified as forward-looking statements. As a result, there can be no assurance that Lakeland’s future results will not be materially different from those described herein as “believed,” “projected,” “planned,” “intended,” “anticipated,” “estimated” or “expected,” or other words which reflect the current view of the Company with respect to future events. We caution readers that these forward-looking statements speak only as of the date hereof. The Company hereby expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in the Company’s expectations or any change in events conditions or circumstances on which such statement is based.

 

Non-GAAP Financial Measures

To supplement its consolidated financial statements, which are prepared and presented in accordance with Generally Accepted Accounting Principles (GAAP), the Company uses the following non-GAAP financial measures: EBITDA, Adjusted EBITDA and Free Cash Flow. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company uses these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that they provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP financial measures used by the Company in this press release may be different from the methods used by other companies.

 

For more information on the non-GAAP financial measures, please see the Reconciliation of GAAP to non-GAAP Financial Measures tables in this press release. These accompanying tables include details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliations between these financial measures.

 

 

 

 

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

July 31, 2015 and January 31, 2015

 

   July 31,   January 31, 
   2015   2015* 
   ($000’s)   ($000’s) 
ASSETS          
Current assets          
Cash and cash equivalents  $5,065   $6,709 
Accounts receivable, net of allowance for doubtful accounts of  $446 and $484 at July 31, 2015 and January 31, 2015, respectively   15,711    13,277 
Inventories, net of reserves of approximately $2,605 and $2,454 at July 31, 2015 and January 31, 2015, respectively   41,902    37,092 
Deferred income taxes   84    1,144 
Assets of discontinued operations in Brazil       6,335 
           
Prepaid VAT tax   1,657    1,717 
Other current assets   2,773    2,361 
Total current assets   67,192    68,635 
Property and equipment, net   9,696    10,144 
Assets held for sale   881     
Deferred income tax, noncurrent   13,101    13,101 
Prepaid VAT and other taxes   173    173 
Security deposits   80    113 
Intangibles, prepaid bank fees and other assets, net   141    171 
Goodwill   871    871 
Total assets  $92,135   $93,208 
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities          
Accounts payable  $8,508   $7,763 
Accrued compensation and benefits   1,047    1,120 
Other accrued expenses   1,696    1,462 
Liabilities of discontinued operations in Brazil   753    6,574 
Current maturity of long-term debt   50    50 
Current maturity of accrued arbitration award       1,000 
Short-term borrowing   2,746    2,611 
Borrowings under revolving credit facility   8,897    5,642 
Total current liabilities   23,697    26,222 
Accrued arbitration award, less current portion       2,870 
Long-term portion of Canada loan   759    800 
VAT taxes payable long term   118    60 
Total liabilities   24,574    29,952 
Stockholders’ equity          
Preferred stock, $.01 par; authorized 1,500,000 shares (none issued)        
Common stock, $.01 par; authorized 10,000,000 shares, Issued 7,590,235 and 7,414,037; outstanding 7,233,794 and 7,057,596 at July 31, 2015 and January 31, 2015 respectively   76    74 
Treasury stock, at cost; 356,441 shares at July 31, 2015 and January 31, 2015   (3,352)   (3,352)
Additional paid-in capital   64,130    64,594 
Retained earnings   7,917    4,654 
Accumulated other comprehensive loss   (1,210)   (2,714)
Total stockholders' equity   67,561    63,256 
Total liabilities and stockholders' equity  $92,135   $93,208 

 

* Restated for discontinued operations

Numbers may not add due to rounding

 

 

 

 

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three and Six Months Ended July 31, 2015 and 2014

 

   Three Months Ended   Six Months Ended 
   July 31,   July 31, 
   ($000’s)
 except for share information
   ($000’s)
 except for share information
 
   2015   2014*   2015   2014* 
Net sales from continuing operations  $29,465   $22,812   $54,284   $44,570 
Cost of goods sold from continuing operations   17,670    15,375    33,211    30,628 
Gross profit from continuing operations   11,795    7,437    21,073    13,942 
Operating expenses from continuing operations   6,095    5,639    12,154    11,286 
Operating profit from continuing operations   5,700    1,798    8,919    2,656 
Other income (loss), net from continuing operations       (42)   16    (37)
Interest expense from continuing operations   210    517    393    1,003 
Income before taxes from continuing operations   5,490    1,239    8,542    1,616 
Income tax expense from continuing operations   1,902    677    2,794    700 
Net income from continuing operations  $3,588   $562   $5,748   $916 
Non-cash reclassification of Other Comprehensive Income to Statement of Operations (no impact on stockholder’s equity)   (1,286)       (1,286)    
Loss from operations from discontinued operations   (322)   (948)   (1,253)   (1,302)
Loss from disposal of discontinued operations   (515)       (515)    
Loss before taxes for discontinued operations   (2,123)   (948)   (3,054)   (1,302)
Income tax benefit from discontinued operations   (569)       (569)    
Net loss from discontinued operations   (1,554)   (948)   (2,485)   (1,302)
Net income (loss)  $2,034   $(386)  $3,263   $(386)
Net income (loss) per common share – Basic:                    
Income from continuing operations  $0.50   $0.09   $0.81   $0.15 
Loss from discontinued operations  $(0.22)  $(0.16)  $(0.35)  $(0.22)
Net income (loss)  $0.28   $(0.07)  $0.46   $(0.07)
Net income (loss) per common share – Diluted:                    
Income from continuing operations  $0.50   $0.09   $0.79   $0.15 
Loss from discontinued operations  $(0.22)  $(0.16)  $(0.34)  $(0.22)
Net income (loss)  $0.28   $(0.07)  $0.45   $(0.07)
Weighted average common shares outstanding:                    
Basic   7,145,418    5,924,524    7,104,471    5,923,885 
Diluted   7,167,123    5,924,524    7,191,469    5,923,885 

 

*Restated for discontinued operations

Numbers may not add due to rounding

 

 

 

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