NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
Lakeland Industries, Inc. and Subsidiaries (“Lakeland,” the “Company,” “we,” “our” or “us”), a Delaware corporation organized in April 1986, manufacture and sell a comprehensive line of industrial protective clothing and accessories for the industrial and public protective clothing market. Our products are sold globally by our in-house sales teams, our customer service group, and authorized independent sales representatives to a network of over 1,600 global safety and industrial supply distributors. Our authorized distributors supply end users, such as integrated oil, chemical/petrochemical, automobile, steel, glass, construction, smelting, cleanroom, janitorial, pharmaceutical, and high technology electronics manufacturers, as well as scientific, medical laboratories and the utilities industry. In addition, we supply federal, state and local governmental agencies and departments, such as fire and law enforcement, airport crash rescue units, the Department of Defense, the Department of Homeland Security and the Centers for Disease Control. Internationally, we sell to a mixture of end users directly, and to industrial distributors depending on the particular country and market. Sales are made to more than 50 countries, the majority of which were into China, the European Economic Community (“EEC”), Canada, Chile, Argentina, Russia, Kazakhstan, Colombia, Mexico, Ecuador, India and Southeast Asia. For purposes of this Form 10-K, FY refers to a fiscal year ended January 31; for example, FY21 refers to the fiscal year ended January 31, 2021.
Basis of Presentation
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The following is a description of the Company’s significant accounting policies.
Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
Use of Estimates and Assumptions
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the balance sheet date, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is reasonably possible that events could occur during the upcoming year that could change such estimates.
Cash and Cash Equivalents
The Company considers highly liquid temporary cash investments with original maturities of three months or less to be cash equivalents. Cash equivalents consist of money market funds.
Accounts Receivable, Net. Trade accounts receivable are stated at the amount the Company expects to collect. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company recognizes losses when information available indicates that it is probable that a receivable has been impaired based on criteria noted above at the date of the consolidated financial statements, and the amount of the loss can be reasonably estimated. Management considers the following factors when determining the collectability of specific customer accounts: Customer creditworthiness, past transaction history with the customers, current economic industry trends and changes in customer payment terms. Past due balances over 90 days and other less creditworthy accounts are reviewed individually for collectability. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.
Inventories
Inventories include freight-in, materials, labor and overhead costs and are stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Allowances are recorded for slow-moving, obsolete or unusable inventory. We assess our inventory for estimated obsolescence or unmarketable inventory and write down the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future sales and supply on-hand, if necessary. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives on a straight-line basis. Leasehold improvements and leasehold costs are amortized over the term of the lease or service lives of the improvements, whichever is shorter. The costs of additions and improvements which substantially extend the useful life of a particular asset are capitalized. Repair and maintenance costs are charged to expense. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the account, and the gain or loss on disposition is reflected in operating income.
Assets held for sale are measured at the lower of carrying value or fair value less cost to sell. Gains or losses are recognized for any subsequent changes to fair value less cost to sell. However, gains are limited to cumulative losses previously recognized. Assets classified as held for sale are not depreciated.
Capitalized Software Costs
In accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software, the Company capitalizes eligible costs to acquire or develop internal-use software. Capitalized costs related to internal-use software are amortized using the straight-line method over the estimated useful life of the assets, which is generally three years.
Goodwill
Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is evaluated for impairment at least annually; however, this evaluation may be performed more frequently when events or changes in circumstances indicate the carrying amount may not be recoverable. Factors that the Company considers important that could identify a potential impairment include: significant changes in the overall business strategy and significant negative industry or economic trends. Management assesses whether it is more likely than not that goodwill is impaired and, if necessary, compares the fair value of the reporting unit to the carrying value. Fair value is generally determined by management either based on estimating future discounted cash flows for the reporting unit or by estimating a sales price for the reporting unit based on multiple of earnings. These estimates require the Company's management to make projections that can differ from actual results.
Impairment of Long-Lived Assets
The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable. The Company measures any potential impairment on a projected undiscounted cash flow method. Estimating future cash flows requires the Company’s management to make projections that can differ materially from actual results. The carrying value of a long-lived asset is considered impaired when the total projected undiscounted cash flows from the asset is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset.
Revenue Recognition
Substantially all the Company’s revenue is derived from product sales, which consist of sales of the Company’s personal protective wear products to distributors. The Company considers purchase orders to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts are short-term. The Company recognizes revenue for the transfer of promised goods to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. The Company typically satisfies its performance obligations in contracts with customers upon shipment of the goods. Generally, payment is due from customers within 30 to 90 days of the invoice date, and the contracts do not have significant financing components. The Company elected to account for shipping and handling activities as a fulfillment cost rather than a separate performance obligation. Shipping and handling costs associated with outbound freight are included in operating expenses, and for the years ended in FY21 and FY20 aggregated approximately $3.9 million and $3.3 million, respectively. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue.
The transaction price includes estimates of variable consideration, related to rebates, allowances, and discounts that are reductions in revenue. All estimates are based on the Company's historical experience, anticipated performance, and the Company's best judgment at the time the estimate is made. Estimates for variable consideration are reassessed each reporting period and are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur upon resolution of uncertainty associated with the variable consideration. All the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as quantity times price per unit.
The Company has seven revenue generating reportable geographic segments under ASC Topic 280 “Segment Reporting” and derives its sales primarily from its limited use/disposable protective clothing and secondarily from its sales of reflective clothing, high-end chemical protective suits, firefighting and heat protective apparel, reusable woven garments and gloves and arm guards. The Company believes disaggregation of revenue by geographic region and product line best depicts the nature, amount, timing, and uncertainty of its revenue and cash flows (see table below). Net sales by geographic region and by product line are included below:
|
|
Year Ended
|
|
|
|
January 31,
|
|
|
|
(in millions of dollars)
|
|
|
|
2021
|
|
|
2020
|
|
External Sales by region:
|
|
|
|
|
|
|
USA
|
|
$
|
70.59
|
|
|
$
|
55.89
|
|
Other foreign
|
|
|
9.03
|
|
|
|
3.66
|
|
Europe (UK)
|
|
|
16.80
|
|
|
|
9.35
|
|
Mexico
|
|
|
5.70
|
|
|
|
2.82
|
|
Asia
|
|
|
31.22
|
|
|
|
18.15
|
|
Canada
|
|
|
13.61
|
|
|
|
9.64
|
|
Latin America
|
|
|
12.05
|
|
|
|
8.30
|
|
Consolidated external sales
|
|
$
|
159.00
|
|
|
$
|
107.81
|
|
|
|
Year Ended
January 31,
(in millions of dollars)
|
|
|
|
2021
|
|
|
2020
|
|
External Sales by product lines:
|
|
|
|
|
|
|
Disposables
|
|
$
|
103.85
|
|
|
$
|
53.42
|
|
Chemical
|
|
|
31.18
|
|
|
|
22.96
|
|
Fire
|
|
|
7.48
|
|
|
|
8.63
|
|
Gloves
|
|
|
3.08
|
|
|
|
3.12
|
|
High Visibility
|
|
|
4.45
|
|
|
|
7.75
|
|
High Performance Wear
|
|
|
2.26
|
|
|
|
1.65
|
|
Wovens
|
|
|
6.70
|
|
|
|
10.28
|
|
Consolidated external sales
|
|
$
|
159.00
|
|
|
$
|
107.81
|
|
Advertising Costs
Advertising costs are expensed as incurred and included in operating expenses on the consolidated statement of income. Advertising and co-op costs amounted to $0.7 million and $1.0 million in FY21 and FY20, respectively, net of a co-op advertising allowance received from a supplier.
Stock-Based Compensation
The Company records the cost of stock-based compensation plans based on the fair value of the award on the grant date. For awards that contain a vesting provision, the cost is recognized over the requisite service period (generally the vesting period of the equity award) which approximates the performance period. For awards based on services already rendered, the cost is recognized immediately.
Research and Development Costs
Research and development costs include labor, equipment and materials costs and are expensed as incurred and included in operating expenses. Research and development expenses aggregated were approximately $0.2 million in FY21 and FY20.
Income Taxes
The Company is required to estimate its income taxes in each of the jurisdictions in which it operates as part of preparing the consolidated financial statements. This involves estimating the actual current tax in addition to assessing temporary differences resulting from differing treatments for tax and financial accounting purposes. These differences, together with net operating loss carryforwards and tax credits, are recorded as deferred tax assets or liabilities on the Company’s consolidated balance sheet. A judgment must then be made of the likelihood that any deferred tax assets will be recovered from future taxable income. A valuation allowance may be required to reduce deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines that it may not be able to realize all or part of its deferred tax asset in the future, or that new estimates indicate that a previously recorded valuation allowance is no longer required, an adjustment to the deferred tax asset is charged or credited to income in the period of such determination.
The Company recognizes tax positions that meet a “more likely than not” minimum recognition threshold. If necessary, the Company recognizes interest and penalties associated with tax matters as part of the income tax provision and would include accrued interest and penalties with the related tax liability in the consolidated balance sheets.
Foreign Operations and Foreign Currency Translation
The Company maintains manufacturing operations in Mexico, India, Argentina, Vietnam and the People’s Republic of China and can access independent contractors in China, Vietnam, Argentina and Mexico. It also maintains sales and distribution entities located in India, Canada, the U.K., Chile, China, Argentina, Russia, Kazakhstan, Uruguay, Australia and Mexico. The Company is vulnerable to currency risks in these countries. The functional currency for the United Kingdom subsidiary is the Euro; the trading company in China, the RMB; the Russian operation, the Russian Ruble, and the Kazakhstan operation the Kazakhstan Tenge. All other operations have the US dollar as its functional currency.
Pursuant to US GAAP, assets and liabilities of the Company’s foreign operations with functional currencies, other than the US dollar, are translated at the exchange rate in effect at the balance sheet date, while revenues and expenses are translated at average rates prevailing during the periods. Translation adjustments are reported in accumulated other comprehensive loss, a separate component of stockholders’ equity. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the consolidated statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Foreign currency transaction loss included in net income for the years ended January 31, 2021 and 2020, were approximately $0.1 million and $0.4 million, respectively.
Fair Value of Financial Instruments
US GAAP defines fair value, provides guidance for measuring fair value and requires certain disclosures utilizing a fair value hierarchy which is categorized into three levels based on the inputs to the valuation techniques used to measure fair value.
The following is a brief description of those three levels:
|
Level 1:
|
Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
|
Level 2:
|
Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
|
|
Level 3:
|
Unobservable inputs that reflect management’s own assumptions.
|
There were no foreign currency forward or hedge contracts at January 31, 2021 or January 31, 2020.
The financial instruments of the Company classified as current assets or liabilities, including cash and cash equivalents, accounts receivable, short-term borrowings, borrowings under revolving credit facility, accounts payable and accrued expenses, are recorded at carrying value, which approximates fair value based on the short-term nature of these instruments.
Net Income Per Share
Net income per share are based on the weighted average number of common shares outstanding without consideration of common stock equivalents. Diluted net income per share are based on the weighted average number of common shares and common stock equivalents. The diluted net income per share calculation takes into account unvested restricted shares and the shares that may be issued upon exercise of stock options, reduced by shares that may be repurchased with the funds received from the exercise, based on the average price during the fiscal year.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
New Accounting Pronouncements Recently Adopted
In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350), which includes provisions, intended to simplify the test for goodwill impairment. The standard is effective for annual periods beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has adopted this guidance using prospective transition method, which had no material impact on its unaudited condensed consolidated financial statements and related disclosures.
In February 2016, the FASB issued ASU 2016-02, "Leases: Amendments to the FASB Accounting Standards Codification (Topic 842)". This ASU requires the Company to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases with terms of more than twelve months. This ASU also requires disclosures enabling the users of financial statements to understand the amount, timing and uncertainty of cash flows arising from leases. In addition, the FASB provided a practical expedient transition method that allows entities to initially apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, as opposed to applying the requirements retrospectively and providing comparative prior period financial statements.
The Company adopted the new standard on February 1, 2019, the first day of fiscal 2020, and applied the above practical expedient transition method. The Company elected certain other transition options which, among other things, allowed the Company to carry forward its prior conclusions about lease identification and classification. Upon adoption of the new standard, the Company recognized approximately $2.3 million of right-of-use ("ROU") assets and lease liabilities. Adoption of the new standard did not have a material impact on the Company's consolidated statements of income or consolidated statements of cash flows. Refer to Note 10 for additional information and disclosures related to the adoption of ASC 842.
New Accounting Pronouncements Not Yet Adopted
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. The ASU removes certain exceptions for performing intra-period allocation and calculating income taxes in interim periods. It also simplifies the accounting for income taxes by requiring recognition of franchise tax partially based on income as an income-based tax, requiring reflection of enacted changes in tax laws in the interim period and making improvements for income taxes related to employee stock ownership plans. ASU 2019-12 is effective for fiscal years and interim periods within those years, beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. The Company is currently evaluating the impact the standard will have on its consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting in response to the risk of cessation of the London Interbank Offered Rate (LIBOR). This amendment provides for optional expedients and exceptions for applying generally accepted accounting principles to contracts and hedging relationships that are affected by LIBOR and other reference rates. The ASU generally allows for a hedge accounting to continue if the hedge was highly effective or met other standards prior to reference rate reform. Entities are permitted to apply the amendments to all contracts, cash flow and net investment hedge relationships that exist as of March 12, 2020. The relief provided in this ASU is only available for a limited time, generally through December 31, 2022. Our debt agreement that utilizes LIBOR has not yet discontinued the use of LIBOR and, therefore, this ASU is not yet effective for us. To the extent our debt arrangements change to another accepted rate, we will utilize the relief available in this ASU.
No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s consolidated financial statements.
2. INVENTORIES
Inventories consist of the following (in $000s):
|
|
January 31,
|
|
|
|
2021
|
|
|
2020
|
|
Raw materials
|
|
$
|
18,941
|
|
|
$
|
17,661
|
|
Work-in-process
|
|
|
409
|
|
|
|
670
|
|
Finished goods
|
|
|
27,047
|
|
|
|
28,593
|
|
Excess and obsolete adjustments
|
|
|
(2,564
|
)
|
|
|
(2,686
|
)
|
|
|
$
|
43,833
|
|
|
$
|
44,238
|
|
3. PROPERTY AND EQUIPMENT, NET
Property and equipment consists of the following:
|
|
Useful Life
|
|
|
January 31,
|
|
|
|
in Years
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
(000’s)
|
|
|
(000’s)
|
|
|
|
|
|
|
|
|
|
|
|
Machinery and equipment
|
|
3-10
|
|
|
$
|
5,095
|
|
|
$
|
4,559
|
|
Furniture and fixtures
|
|
3-10
|
|
|
|
1,065
|
|
|
|
906
|
|
Leasehold improvements
|
|
Lease term
|
|
|
|
1,735
|
|
|
|
1,598
|
|
Computer hardware and software
|
|
3
|
|
|
|
4,652
|
|
|
|
3,953
|
|
Land and building
|
|
20-30
|
|
|
|
9,183
|
|
|
|
9,182
|
|
|
|
|
|
|
|
21,730
|
|
|
|
20,198
|
|
Less accumulated depreciation and amortization
|
|
|
|
|
|
(12,007
|
)
|
|
|
(10,176
|
)
|
Construction-in-progress
|
|
|
|
|
|
96
|
|
|
|
91
|
|
|
|
|
|
|
$
|
9,819
|
|
|
$
|
10,113
|
|
Depreciation and amortization expense for FY21 and FY20 amounted to $2.0 million and $1.6 million, respectively.
4. LONG-TERM DEBT
Revolving Credit Facility
On June 25, 2020, the Company entered into a Loan Agreement (the “Loan Agreement”) with Bank of America (“Lender”). The Loan Agreement provides the Company with a secured (i) $12.5 million revolving credit facility, which includes a $5.0 million letter of credit sub-facility. The Company may request from time to time an increase in the revolving credit loan commitment of up to $5.0 million (for a total commitment of up to $17.5 million). Borrowing pursuant to the revolving credit facility is subject to a borrowing base amount calculated as (a) 80% of eligible accounts receivable, as defined, plus (b) 50% of the value of acceptable inventory, as defined, minus (c) certain reserves as the Lender may establish for the amount of estimated exposure, as reasonably determined by the Lender from time to time, under certain interest rate swap contracts. The borrowing base limitation only applies during periods when the Company’s quarterly funded debt to EBITDA ratio, as defined, exceeds 2.00 to 1.00. The credit facility will mature on June 25, 2025.
Borrowings under the revolving credit facility bear interest at a rate per annum equal to the sum of the LIBOR Daily Floating Rate (“LIBOR”), plus 125 basis points. LIBOR is subject to a floor of 100 basis points. All outstanding principal and unpaid accrued interest under the revolving credit facility is due and payable on the maturity date. On a one-time basis, and subject to there not existing an event of default, the Company may elect convert up to $5 million of the then outstanding principal of the revolving credit facility to a term loan facility with an assumed amortization of 15 years and the same interest rate and maturity date as the revolving credit facility. The Loan Agreement provides for an annual unused line of credit commitment fee, payable quarterly, of 0.25%, based on the difference between the total credit line commitment and the average daily amount of credit outstanding under the facility during the preceding quarter.
The Company made certain representations and warranties to the Lender in the Loan Agreement that are customary for credit arrangements of this type. The Company also agreed to maintain, as of the end of each fiscal quarter, a minimum “basic fixed charge coverage ratio” (as defined in the Loan Agreement) of at least 1.15 to 1.00 and a “funded debt to EBITDA ratio” (as defined in the Loan Agreement) not to exceed 3.00 to 1.00, in each case for the trailing 12-month period ending with the applicable quarterly reporting period. The Company also agreed to certain negative covenants that are customary for credit arrangements of this type, including restrictions on the Company’s ability to enter into mergers, acquisitions or other business combination transactions, conduct its business, grant liens, make certain investments, make substantial change in the present executive or management personnel and incur additional indebtedness, which negative covenants are subject to certain exceptions.
The Loan Agreement contains customary events of default that include, among other things (subject to any applicable cure periods and materiality qualifier), non-payment of principal, interest or fees, defaults under related agreements with the Lender, cross-defaults under agreements for other indebtedness, violation of covenants, inaccuracy of representations and warranties, bankruptcy and insolvency events, material judgements and material adverse change. Upon the occurrence of an event of default, the Lender may terminate all loan commitments, declare all outstanding indebtedness owing under the Loan Agreement and related documents to be immediately due and payable, and may exercise its other rights and remedies provided for under the Loan Agreement.
In connection with the Loan Agreement, the Company entered into with the Lender (i) a security agreement dated June 25, 2020, pursuant to which the Company granted to the Lender a first priority perfected security interest in substantially all of the personal property and the intangibles of the Company, and (ii) a pledge agreement, dated June 25, 2020, pursuant to which the Company granted to the Lender a first priority perfected security interest in the stock of its subsidiaries (limited to 65% of those subsidiaries that are considered “controlled foreign subsidiaries” as set forth in the Internal Revenue Code and regulations). The Company’s obligations to the Lender under the Loan Agreement are also secured by a negative pledge evidenced by a Non-encumbrance Agreement covering the real property owned by the Company in Decatur, Alabama
As of January 31, 2021, the Company had no borrowings outstanding on the letter of credit sub-facility and no borrowings outstanding under the revolving credit facility.
Prior to the execution of the Loan Agreement with Bank of America, the Company repaid a $1.2 million term loan that was outstanding under a similar agreement with SunTrust Bank. The Company has terminated the borrowing agreement with SunTrust Bank.
Borrowings in UK
On December 31, 2014, the Company and Lakeland Industries Europe, Ltd, (“Lakeland UK”), a wholly owned subsidiary of the Company, amended the terms of its existing line of credit facility with HSBC Bank to provide for (i)a one-year extension of the maturity date of the existing financing facility to December 19, 2016, (ii) an increase in the facility limit from £1,250,000 (approximately USD $1.9 million, based on exchange rates at time of closing) to £1,500,000 (approximately USD $2.3 million, based on exchange rates at time of closing), and (iii) a decrease in the annual interest rate margin from 3.46% to 3.0%. In addition, pursuant to a letter agreement dated December 5, 2014, the Company agreed that £400,000 (approximately USD $0.6 million, based on exchange rates at time of closing) of the note payable by the UK subsidiary to the Company shall be subordinated in priority of payment to the subsidiary’s obligations to HSBC under the financing facility. On December 31, 2016, Lakeland UK entered into an extension of the maturity date of its existing facility with HSBC Invoice Finance (UK) Ltd. to December 19, 2017. Other than the extension of the maturity date and a reduction of the service charge from 0.9% to 0.85%, all other terms of the facility remained the same. On December 4, 2017 the facility was extended to March 31, 2018 for the next review period. On March 9, 2019 the facility was extended to March 31, 2020 and on March 6, 2020 further extended to March 31, 2021 with no additional changes to the terms. There were no borrowings outstanding under this facility at January 31, 2021 and January 31, 2020. The amounts due from HSBC of $2.0 million and $0.1 million as of January 31, 2021, and January 31, 2020, respectively, is included in other current assets on the accompanying consolidated balance sheets.
5. CONCENTRATION OF RISK
Credit Risk
Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents, and trade receivables. Concentration of credit risk with respect to trade receivables is generally diversified due to the large number of entities comprising the Company’s customer base and their dispersion across geographic areas principally within the United States. The Company routinely addresses the financial strength of its customers and, as a consequence, believes that its receivable credit risk exposure is limited. The Company does not require customers to post collateral.
The Company’s foreign financial depositories are Bank of America; China Construction Bank; Bank of China; China Industrial and Commercial Bank; HSBC (UK); Rural Credit Cooperative of Shandong; Postal Savings Bank of China; Punjab National Bank; HSBC in India, Argentina and UK; Raymond James in Argentina; TD Canada Trust; Banco Itaú S.A., Banco Credito Inversione in Chile; Banco Mercantil Del Norte SA in Mexico; ZAO KB Citibank Moscow in Russia, and JSC Bank Centercredit in Kazakhstan. The Company monitors its financial depositories by their credit rating which varies by country. In addition, cash balances in banks in the United States of America are insured by the Federal Deposit Insurance Corporation subject to certain limitations. There was approximately $14.3 million total included in the U.S. bank accounts and approximately $38.2 million total in foreign bank accounts as of January 31, 2021, of which $51.9 million was uninsured.
Major Customer
No customer accounted for more than 10% of net sales during FY21 and FY20.
Major Supplier
No vendor accounted for more than 10% of purchases during FY21 and FY20.
6. STOCKHOLDERS’ EQUITY
The 2017 Plan
On June 21, 2017, the stockholders of the Company approved the Lakeland Industries, Inc. 2017 Equity Incentive Plan (the “2017 Plan”) at the Annual Meeting of Stockholders. The executive officers and all other employees and directors of the Company, including its subsidiaries, are eligible to participate in the 2017 Plan. The 2017 Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”), except that with respect to all non-employee directors, the Committee shall be deemed to include the full Board. The 2017 Plan provides for the grant of equity-based compensation in the form of stock options, restricted stock, restricted stock units, performance shares, performance units, or stock appreciation rights (“SARS”).
The Committee has the authority to determine the type of award, as well as the amount, terms and conditions of each award, under the 2017 Plan, subject to the limitations and other provisions of the 2017 Plan. An aggregate of 360,000 shares of the Company’s common stock are authorized for issuance under the 2017 Plan, subject to adjustment as provided in the 2017 Plan for stock splits, dividends, distributions, recapitalizations and other similar transactions or events. If any shares subject to an award are forfeited, expire, lapse or otherwise terminate without issuance of such shares, such shares shall, to the extent of such forfeiture, expiration, lapse or termination, again be available for issuance under the 2017 Plan.
The Company recognizes expense related to performance-based restricted share awards over the requisite performance period using the straight-line attribution method based on the most probable outcome (Minimum, Target, Maximum, Cap or Zero) at the end of the performance period and the price of the Company’s common stock price at the date of grant. During FY20. The 2017 grants actually expired unvested on January 31, 2020 (described above) that will be earned for the designated performance period. Based on actual EBITDA achieved by the Company in FY20, it was deemed improbable that such performance would meet even the Minimum level required for the 2017 and 2018 grants to vest. As a result, stock-based compensation expense for the 2017 and 2018 grants was adjusted to account for the change in estimate.The total amount of previously recognized stock-based compensation attributable to the 2017 and 2018 grants that was reversed was approximately $0.8 million. Due to significantly increased profitability during FY21, the Company has determined that it is probable that the 2018 grants will now vest and has recorded approximately $0.8 million in stock based compensation expense in FY21. The 2017 grants expired unvested on January 31, 2020.
The Company recognized total stock-based compensation costs, which are reflected in operating expenses:
|
|
Year Ended January 31,
|
|
|
|
2021
|
|
|
2020
|
|
2017 Plan:
|
|
|
|
|
|
|
Restricted Stock Program
|
|
$
|
1,668,710
|
|
|
$
|
(404,764
|
)
|
Stock Options
|
|
|
58,183
|
|
|
|
27,577
|
|
|
|
$
|
1,726,893
|
|
|
$
|
(377,187
|
)
|
|
|
|
|
|
|
|
|
|
Stock appreciation rights
|
|
$
|
—
|
|
|
$
|
(25,559
|
)
|
Total stock-based compensation
|
|
$
|
1,726,893
|
|
|
$
|
(402,746
|
)
|
Total income tax benefit (expense) recognized for stock-based compensation arrangements
|
|
$
|
362,647
|
|
|
$
|
(85,577
|
)
|
Restricted Stock
Under the 2017 Plan, as described above, the Company awarded performance-based shares and service-based restricted stock units to eligible employees and directors. The following table summarizes the activity under the 2017 Plan for the year ended January 31, 2021. This table reflects the amount of awards granted at the number of shares that would be vested if the Company were to achieve the cap performance level under the June 2018 grants and maximum performance level under the December 2019 and April 2020 grants.
|
|
Performance-
Based
|
|
|
Service-
Based
|
|
|
Total
|
|
|
Weighted Average Grant Date Fair Value
|
|
Outstanding at January 31, 2020
|
|
|
169,293
|
|
|
|
9,930
|
|
|
|
179,223
|
|
|
$
|
11.54
|
|
Awarded
|
|
|
75,917
|
|
|
|
21,000
|
|
|
|
96,917
|
|
|
$
|
16.38
|
|
Vested
|
|
|
—
|
|
|
|
—
|
|
|
|
—-
|
|
|
|
—-
|
|
Forfeited
|
|
|
—-
|
|
|
|
—-
|
|
|
|
—-
|
|
|
|
—--
|
|
Outstanding at January 31, 2021
|
|
|
245,210
|
|
|
|
30,930
|
|
|
|
276,140
|
|
|
$
|
13.24
|
|
The actual number of shares of common stock of the Company, if any, to be earned by the award recipients is determined over a three year performance measurement period based on measures that include Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) with respect to the June 7, 2018 grant and revenue growth, EBITDA margin, and cash flow for the December 4, 2019 and April 8,2020 grants. The performance targets have been set for each of the Minimum, Target, and Maximum levels. The actual performance amount achieved is determined by the Board and may be adjusted for items determined to be unusual in nature or infrequent in occurrence, at the discretion of the Board.
The compensation cost is based on the fair value at the grant date, is recognized over the requisite performance/service period using the straight-line method, and is periodically adjusted for the probable number of shares to be awarded. As of January 31, 2021, unrecognized stock-based compensation expense totaled $1.3 million pursuant to the 2017 Plan based on outstanding awards under the Plan. This expense is expected to be recognized over approximately two years.
Stock Repurchase Program
On July 19, 2016, the Company’s board of directors approved a stock repurchase program under which the Company may repurchase up to $2,500,000 of its outstanding common stock. During the year ended January 31, 2021, the Company did not repurchase any shares. The Company has repurchased 152,801 shares of stock under this program as of January 31, 2021 for $1,671,188, inclusive, of commissions. On February 17, 2021, the Company’s Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $5,000,000 of its outstanding common stock. This new program replaced the prior program which had approximately $800,000 remaining for repurchases.
Warrant
In October 2014, the Company issued a five-year warrant that is immediately exercisable to purchase up to 55,500 shares of the Company’s common stock at an exercise price of $11.00 per share. During FY20, such warrant expired.
7. INCOME TAXES
The provision for income taxes is based on the following pretax income (loss):
|
|
Years Ended
|
|
|
|
January 31,
|
|
Domestic and Foreign Pretax Income
|
|
2021
|
|
|
2020
|
|
Domestic
|
|
$
|
8,414
|
|
|
$
|
466
|
|
Foreign
|
|
|
35,466
|
|
|
|
5,287
|
|
Total
|
|
$
|
43,880
|
|
|
$
|
5,753
|
|
|
|
Years Ended
|
|
|
|
January 31,
|
|
|
|
2021
|
|
|
2020
|
|
Income Tax Expense
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
Federal
|
|
$
|
41
|
|
|
$
|
16
|
|
State and other taxes
|
|
|
54
|
|
|
|
38
|
|
Foreign
|
|
|
5,408
|
|
|
|
1,090
|
|
Total Current Tax Expense
|
|
$
|
5,503
|
|
|
$
|
1,144
|
|
Deferred:
|
|
|
|
|
|
|
|
|
Domestic
|
|
$
|
3,271
|
|
|
$
|
1,328
|
|
Total Income Taxes
|
|
$
|
8,774
|
|
|
$
|
2,472
|
|
The following is a reconciliation of the effective income tax rate to the Federal statutory rate:
|
|
Years Ended
January 31,
|
|
|
|
2021
|
|
|
2020
|
|
Statutory rate
|
|
|
21.00
|
%
|
|
|
21.00
|
%
|
State Income Taxes, Net of Federal Tax Benefit
|
|
|
0.90
|
|
|
|
4.47
|
|
Adjustment to Deferred
|
|
|
0.29
|
|
|
|
0.70
|
|
GILTI
|
|
|
4.43
|
|
|
|
17.96
|
|
Permanent Differences
|
|
|
(0.09
|
)
|
|
|
2.47
|
|
Valuation Allowance-Deferred Tax Asset
|
|
|
2.20
|
|
|
|
—
|
|
Foreign Tax Credit
|
|
|
(7.61
|
)
|
|
|
—
|
|
Foreign Dividend & Subpart F
|
|
|
2.14
|
|
|
|
—
|
|
Foreign Rate Differential
|
|
|
(4.01
|
)
|
|
|
(3.51
|
)
|
Rate Change
|
|
|
----
|
|
|
|
0.20
|
|
Other
|
|
|
0.74
|
|
|
|
(0.32
|
)
|
Effective Rate
|
|
|
19.99
|
%
|
|
|
42.97
|
%
|
The tax effects of temporary cumulative differences which give rise to deferred tax assets are summarized as follows:
|
|
Years Ended
January 31,
|
|
|
|
2021
|
|
|
2020
|
|
Deferred tax assets:
|
|
|
|
|
|
|
Inventories
|
|
$
|
902
|
|
|
$
|
672
|
|
US tax loss carryforwards, including work opportunity credit*
|
|
|
167
|
|
|
|
3,524
|
|
Accounts receivable and accrued rebates
|
|
|
378
|
|
|
|
247
|
|
Accrued compensation and other
|
|
|
302
|
|
|
|
179
|
|
India reserves - US deduction
|
|
|
43
|
|
|
|
45
|
|
Equity based compensation
|
|
|
535
|
|
|
|
171
|
|
Foreign tax credit carry-forward
|
|
|
2,430
|
|
|
|
1,348
|
|
State and local carry-forwards
|
|
|
805
|
|
|
|
990
|
|
Argentina timing difference
|
|
|
(28
|
)
|
|
|
43
|
|
Depreciation and other
|
|
|
(52
|
)
|
|
|
55
|
|
Amortization
|
|
|
(213
|
)
|
|
|
(206
|
)
|
Brazil write-down
|
|
|
220
|
|
|
|
220
|
|
Right-of-use asset
|
|
|
(239
|
)
|
|
|
549
|
|
Operating lease liability
|
|
|
241
|
|
|
|
(550
|
)
|
Deferred tax asset
|
|
|
5,491
|
|
|
|
7,287
|
|
Less valuation allowance
|
|
|
(2,652
|
)
|
|
|
(1,348
|
)
|
Net deferred tax asset
|
|
$
|
2,839
|
|
|
$
|
5,939
|
|
Tax Reform
On December 22, 2017, federal tax reform legislation was enacted in the United States, resulting in significant changes from previous tax law. The 2017 Tax Cuts and Jobs Act (the Tax Act) reduced the federal corporate income tax rate to 21% from 35% effective January 1, 2018. The Tax Act requires us to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, re-measuring our US deferred tax assets as well as reassessing the net realizability of our deferred tax assets. The Company completed this re-measurement and reassessment in FY18. While the Tax Act provides for a modified territorial tax system, beginning in 2018, it includes two new U.S. tax base erosion provisions, the global intangible low-taxed income (“GILTI”) provisions and the base-erosion and anti-abuse tax (“BEAT”) provisions. The GILTI provisions require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. Re-measurement and reassessment of the GILTI tax resulted in a charge to tax expense of $1.1 million and $1.0 million in FY21 and FY20, respectively. The Company intends to account for the GILTI tax in the period in which it is incurred. Though this non-cash expense (due to available NOL’s) had a materially negative impact on FY21 earnings, the Tax Act also changes the taxation of foreign earnings, and companies generally will not be subject to United States federal income taxes upon the receipt of dividends from foreign subsidiaries.
We previously considered substantially all of the earnings in our non-U.S. subsidiaries to be indefinitely reinvested outside the U.S. and, accordingly, recorded no deferred income taxes on such earnings. At this time, the applicable provisions of the Tax Act have been fully analyzed and our intention with respect to unremitted foreign earnings is to continue to indefinitely reinvest outside the U.S. those earnings needed for working capital or additional foreign investment. As stated above, GILTI is recognized in the period it is incurred and is not considered with regard to deferred income tax on unremitted E&P. All international subsidiaries are impacted by GILTI calculation.
Income Tax Audits
The Company is subject to US federal income tax, as well as income tax in multiple US state and local jurisdictions and a number of foreign jurisdictions. Returns for the years since FY17 are still open based on statutes of limitation only.
Chinese tax authorities have performed limited reviews on all Chinese subsidiaries as of tax years 2008 through 2018 with no significant issues noted and we believe our tax positions are reasonably stated as of January 31, 2021. Weifang Meiyang Products Co., Ltd. (“Meiyang”), one of our Chinese operations, was changed to a trading company from a manufacturing company in Q1 FY16 and all direct workers and equipment were transferred from Meiyang to Weifang Lakeland Safety Products Co., Ltd., (“WF”), another entity of our Chinese operation thereby reducing our tax exposure. The 2019 tax review will be performed before May 30, 2020 in China.
As mentioned above, it’s the Company’s intention is to reinvest outside the US those earnings needed for working capital or foreign investment. As a result of the transition tax, $5.0 million of foreign income was repatriated at the end of FY18. However, the Company has no intention to repatriate earnings with regards with GILTI. It is not practicable to determine the amount of unrecognized deferred tax liabilities related to the Company's investments in foreign subsidiaries that are permanent In duration. the fiscal year ended January 31, 2021, no dividends were declared. It is the Company’s practice and intention to reinvest the earnings of our non-US subsidiaries in their operations with the exception of the dividend plan.
Change in Valuation Allowance
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. The valuation allowance for the year ended January 31, 2021 and January 31, 2020 was $2.7 million and $1.3 million respectively.
8. NET INCOME PER SHARE
The following table sets forth the computation of basic and diluted net income per share as follows:
|
|
Years Ended January 31,
(000’s except share information)
|
|
|
|
2021
|
|
|
2020
|
|
Numerator – Net Income
|
|
$
|
35,106
|
|
|
$
|
3,281
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic net income per share (weighted-average shares which reflect 509,242 shares in the treasury at January 31, 2021 and 2020)
|
|
|
7,977,683
|
|
|
|
8,005,927
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities from restricted stock plan and from dilutive effect of stock options
|
|
|
163,506
|
|
|
|
31,092
|
|
Denominator for diluted net income per share (adjusted weighted average shares)
|
|
|
8,141,189
|
|
|
|
8,037,019
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share
|
|
$
|
4.40
|
|
|
$
|
0.41
|
|
Diluted net income per share
|
|
$
|
4.31
|
|
|
$
|
0.41
|
|
9. Derivative Instruments and Foreign Currency Exposure
The Company is exposed to foreign currency risk. Management has commenced a derivative instrument program to partially offset this risk by purchasing forward contracts to sell the Canadian Dollar and the Euro other than the cash flow hedge discussed below. Such contracts are largely timed to expire with the last day of the fiscal quarter, with a new contract purchased on the first day of the following quarter, to match the operating cycle of the Company. We designated the forward contracts as derivatives but not as hedging instruments, with loss and gain recognized in current earnings.
The Company accounts for its foreign exchange derivative instruments by recognizing all derivatives as either assets or liabilities at fair value, which may result in additional volatility in current period earnings or other comprehensive income, depending whether the instrument was designated as a cash flow hedge, as a result of recording recognized and unrecognized gains and losses from changes in the fair value of derivative instruments.
We have one type of derivatives to manage the risk of foreign currency fluctuations.
We entered into forward contracts with financial institutions to manage our currency exposure related to net assets and liabilities denominated in foreign currencies. Those forward contract derivatives, not designated as hedging instruments, were generally settled quarterly. Gain and loss on those forward contracts are included in current earnings. There were no outstanding forward contracts at January 31, 2021 or 2020.
10. COMMITMENTS AND CONTINGENCIES
Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been or is probable of being incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
The Company’s Exit from Brazil
On March 9, 2015, Lakeland Brazil, S.A. changed its legal form to a Limitada and changed its name to Lake Brasil Industria E Comercio de Roupas E Equipamentos de Protecao Individual LTDA (“Lakeland Brazil”).
Transfer of Shares Agreement
On July 31, 2015 (the “Closing Date”), Lakeland and Lakeland Brazil, completed a conditional closing of a Shares Transfer Agreement (the “Shares Transfer Agreement”) with Zap Comércio de Brindes Corporativos Ltda (“Transferee”), a company owned by an existing Lakeland Brazil manager, entered into on June 19, 2015. Pursuant to the Shares Transfer Agreement, the Transferee has acquired all of the shares of Lakeland Brazil owned by the Company. Pursuant to the Shares Transfer Agreement, Transferee paid R$1.00 to the Company and assumed all liabilities and obligations of Lakeland Brazil, whether arising prior to, on or after the Closing Date. In order to help enable Lakeland Brazil to have sufficient funds to continue to operate for a period of at least two years following the Closing Date, the Company provided funding to Lakeland Brazil in the aggregate amount of USD $1,130,000 in cash, in the form of a capital raise, on or prior to the Closing Date, and agreed to provide an additional R$582,000 (approximately USD $188,000) (the “Additional Amount”), in the form of a capital raise, to be utilized by Lakeland Brazil to pay off certain specified liabilities and other potential contingent liabilities. Pursuant to the Shares Transfer Agreement, the Company paid R$992,000 (approximately USD $320,000) in cash, on July 1, 2015 and issued a non-interest bearing promissory note for the payment to be due for the Additional Amount (R$582,000) (approximately USD $188,000) on the Closing Date which was paid to Lakeland Brazil in two (2) installments of (i) R$288,300 (approximately USD $82,000) which was paid on August 1, 2015, and (ii) R$294,500 (approximately USD $84,000) on September 1, 2015. The closing of this agreement was subject to Brazilian government approval of the shares transfer, which was received in October 2015 (The “Final Closing Date”).
Although the Company formally completed the terms of the “Shares Transfer Agreement”, pursuant to which our entire equity interest in our former Brazilian subsidiary (“Lakeland Brazil”) was transferred, during the fiscal year ended January 31, 2016, we may continue to be exposed to certain liabilities arising in connection with the operations of Lakeland Brazil, which was shut down in late March 2019. The Company understands that under the laws of Brazil, a parent company may be held liable for the liabilities of a former Brazilian subsidiary in the event of fraud, misconduct, or under various theories. In this respect, as regards labor claims, a parent company could conceivably be held liable for the liabilities of a former Brazilian subsidiary. Although the Company would have the right of adversary system, full defense and due process, in case of a potential litigation, there can be no assurance as to the findings of the courts in Brazil.
VAT Tax Issues in Brazil
Value Added Tax (“VAT”) in Brazil is charged at the state level. We commenced operations in Brazil in May 2008 through the acquisition of Lakeland Brazil. Having successfully settled that largest of the VAT claims against Lakeland Brazil, three claims remain open. Our attorney informs us the three claims totaling R$1.3 million (USD $0.5 million) excluding interest, penalties and fees of R$2.7 million (USD $0.9 million) were likely to be successfully defended based on state auditor misunderstanding. Furthermore, with regards to foreign tax claims, our US attorney informs us that the US courts will not hear foreign tax claims and therefore will not enforce them.
Labor Claims in Brazil
As disclosed in our periodic filings with the SEC, we agreed to make certain payments in connection with ongoing labor litigation involving our former Brazilian subsidiary. While the vast majority of these labor suits have been resolved, two significant claims remain; one labor claim and one civil claim filed by separate former officers of our former Brazilian subsidiary. While Lakeland was initially named as a co-defendant in the labor suit, Lakeland was dismissed from the case by the labor judge. Lakeland is a named co-defendant in the civil matter.
In the labor case filed in 2014, the former Brazilian manager was initially awarded USD $100,000 and appealed the award amount. Having recently completed that appeals process, the case has been returned to the initial hearing phase for witness testimony and collection of evidence before the same judge that previously dismissed Lakeland. Currently, Lakeland is not a co-defendant in this case, but that could change should the judge change his prior ruling.
In the civil matter, a former Lakeland Brazil manager is seeking approximately USD $700,000 he alleges is due to him against an unpaid promissory note. Lakeland has not been served with process and no decision on the merits has been issued in this case yet.
These two cases are the only two cases filed within he the last 5 years and represent the majority of the remaining exposure for Lakeland.
Lakeland Brazil may face new labor lawsuits in the short term as a result of the shutdown of its operations in March 2019. The Company has no obligation under the Shares Transfer Agreement to make any additional payments in connection with these potential new labor lawsuits. The Company also understands that under the labor laws of Brazil, a parent company may be held liable for the labor liabilities of a former Brazilian subsidiary in the case of fraud, misconduct, or under various theories.
Although the Company would have the right of adversary system, full defense and due process in case of a potential litigation, there can be no assurance as to the findings of the courts of Brazil.
There are additional cases in Labor and Civil courts against Lakeland Brazil in which Lakeland is not a party, and other outstanding monetary allegations of Lakeland Brazil.
In FY19, the Company recorded an additional accrual of $1.2 million for professional fees and litigation reserves associated with labor claims in Brazil. In FY20 the Company recorded an additional expense of $0.4 million and paid $1.4 million in professional fees and labor claims. The accrual on the balance sheet at January 31, 2021 and 2020 is $0.03 million and $0.2 million, respectively.
General litigation contingencies
The Company is involved in various litigation proceedings arising during the normal course of business which, in the opinion of the management of the Company, will not have a material effect on the Company’s financial position, results of operations or cash flows; however, there can be no assurance as to the ultimate outcome of these matters. As of January 31, 2021, to the best of the Company’s knowledge, there were no outstanding claims or litigation, except for the labor contingencies in Brazil described above.
Leases
We lease real property, equipment and automobiles. The Company made the accounting policy election to account for short-term leases as described herein. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term.
The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option would result in an economic penalty. All of the Company’s real estate leases are classified as operating leases.
Most of our real estate leases include one or more options to renew, with renewal terms that generally can extend the lease term for an additional four to five years. The exercise of lease renewal options is at the Company’s discretion. The Company evaluates renewal options at lease inception and on an ongoing basis, and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Lease agreements generally do not require material variable lease payments, residual value guarantees or restrictive covenants.
Lease cost
The components of lease expense are included on the consolidated statement of operations as follows (in 000’s):
|
|
Classification
|
|
Year Ended
January 31,
2021
|
|
Operating lease cost
|
|
Cost of goods sold
|
|
$
|
727
|
|
|
|
Operating expenses
|
|
$
|
625
|
|
Short-term lease cost
|
|
|
|
$
|
176
|
|
Maturity of Lease Liabilities
Maturity of lease liabilities as of January 31, 2021 was as follows (in $000’s):
Year ending January 31,
|
|
Operating
Leases
(a)
|
|
|
|
|
|
2022
|
|
$
|
1,019
|
|
2023
|
|
|
784
|
|
2024
|
|
|
141
|
|
2025
|
|
|
94
|
|
2026
|
|
|
94
|
|
Thereafter
|
|
|
377
|
|
Total lease payments
|
|
|
2,509
|
|
Less: Interest
|
|
|
128
|
|
Present value of lease liability
|
|
$
|
2,381
|
|
Weighted-average lease terms and discount rates are as follows:
|
|
January 31,
2021
|
|
Weighted-average remaining lease term (years)
|
|
|
|
Operating leases
|
|
|
3.96
|
|
|
|
|
|
|
Weighted-average discount rate
|
|
|
|
|
Operating leases
|
|
|
7.15
|
%
|
Supplemental cash flow information related to leases were as follows (in 000’s):
Cash paid for amounts included in the measurement of lease liabilities;
|
|
Year Ended
January 31,
2021
|
|
Operating cash flows from operating leases
|
|
$
|
1,154
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
|
$
|
981
|
|
11. SEGMENT REPORTING
Domestic and international sales from continuing operations are as follows in millions of dollars:
|
|
Year Ended January 31,
|
|
|
|
2021
|
|
|
2020
|
|
Domestic
|
|
$
|
70.59
|
|
|
$
|
55.89
|
|
International
|
|
|
88.41
|
|
|
|
51.92
|
|
Total
|
|
$
|
159.00
|
|
|
$
|
107.81
|
|
We manage our operations by evaluating each of our geographic locations. Our US operations include a facility in Alabama (primarily the distribution to customers of the bulk of our products and the light manufacturing of our chemical, wovens, reflective, and fire products). The Company also maintains one manufacturing company in China (primarily disposable and chemical suit production), a manufacturing facility in Mexico (primarily disposable, reflective, fire and chemical suit production), a manufacturing facility in Vietnam (primarily disposable production) and a small manufacturing facility in India. Our China facilities produce the majority of the Company’s products and China generates a significant portion of the Company’s international revenues. We evaluate the performance of these entities based on operating profit, which is defined as income before income taxes, interest expense and other income and expenses. We have sales forces in the USA, Canada, Mexico, Europe, Latin America, India, Russia, Kazakhstan and China, which sell and distribute products shipped from the United States, Mexico, India or China. The table below represents information about reported segments for the years noted therein:
|
|
Year Ended January 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
(in millions of dollars)
|
|
Net Sales
|
|
|
|
|
|
|
USA Operations (including Corporate)
|
|
$
|
73.91
|
|
|
$
|
61.15
|
|
Other foreign
|
|
|
11.89
|
|
|
|
6.59
|
|
Europe (UK)
|
|
|
16.80
|
|
|
|
9.35
|
|
Mexico
|
|
|
6.80
|
|
|
|
4.03
|
|
Asia
|
|
|
90.95
|
|
|
|
58.12
|
|
Canada
|
|
|
13.61
|
|
|
|
9.68
|
|
Latin America
|
|
|
12.40
|
|
|
|
8.58
|
|
Less intersegment sales
|
|
|
(67.37
|
)
|
|
|
(49.69
|
)
|
Consolidated sales
|
|
$
|
159.00
|
|
|
$
|
107.81
|
|
External Sales
|
|
|
|
|
|
|
|
|
USA Operations (including Corporate)
|
|
$
|
70.59
|
|
|
$
|
55.89
|
|
Other foreign
|
|
|
9.03
|
|
|
|
3.66
|
|
Europe (UK)
|
|
|
16.80
|
|
|
|
9.35
|
|
Mexico
|
|
|
5.70
|
|
|
|
2.82
|
|
Asia
|
|
|
31.22
|
|
|
|
18.15
|
|
Canada
|
|
|
13.61
|
|
|
|
9.64
|
|
Latin America
|
|
|
12.05
|
|
|
|
8.30
|
|
Consolidated external sales
|
|
$
|
159.00
|
|
|
$
|
107.81
|
|
Intersegment Sales
|
|
|
|
|
|
|
|
|
USA Operations (including Corporate)
|
|
$
|
3.32
|
|
|
$
|
5.25
|
|
Other foreign
|
|
|
2.87
|
|
|
|
2.95
|
|
Mexico
|
|
|
1.10
|
|
|
|
1.21
|
|
Asia
|
|
|
59.73
|
|
|
|
39.96
|
|
Canada
|
|
|
—
|
|
|
|
0.03
|
|
Latin America
|
|
|
0.35
|
|
|
|
0.29
|
|
Consolidated intersegment sales
|
|
$
|
67.37
|
|
|
$
|
49.69
|
|
|
|
Year Ended January 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
(in millions of dollars)
|
|
Operating Profit (Loss):
|
|
|
|
|
|
|
USA Operations (including Corporate)
|
|
$
|
8.38
|
|
|
$
|
0.44
|
|
Other foreign
|
|
|
4.67
|
|
|
|
0.46
|
|
Europe (UK)
|
|
|
4.83
|
|
|
|
—
|
|
Mexico
|
|
|
—
|
|
|
|
(0.84
|
)
|
Asia
|
|
|
21.65
|
|
|
|
4.35
|
|
Canada
|
|
|
2.28
|
|
|
|
0.98
|
|
Latin America
|
|
|
3.59
|
|
|
|
0.36
|
|
Less intersegment (profit) loss
|
|
|
(1.55
|
)
|
|
|
0.13
|
|
Consolidated operating profit
|
|
$
|
43.85
|
|
|
$
|
5.88
|
|
Depreciation and Amortization Expense:
|
|
|
|
|
|
|
|
|
USA Operations (including Corporate)
|
|
$
|
0.87
|
|
|
$
|
0.87
|
|
Other foreign
|
|
|
0.05
|
|
|
|
0.03
|
|
Europe (UK)
|
|
|
0.01
|
|
|
|
—
|
|
Mexico
|
|
|
0.18
|
|
|
|
0.15
|
|
Asia
|
|
|
0.73
|
|
|
|
0.55
|
|
Canada
|
|
|
0.09
|
|
|
|
0.10
|
|
Latin America
|
|
|
0.04
|
|
|
|
0.04
|
|
Less intersegment
|
|
|
(0.01
|
)
|
|
|
(0.09
|
)
|
Consolidated depreciation and amortization expense
|
|
$
|
1.96
|
|
|
$
|
1.65
|
|
Interest Expense:
|
|
|
|
|
|
|
|
|
USA Operations (including Corporate)
|
|
$
|
0.01
|
|
|
$
|
0.06
|
|
Europe (UK)
|
|
|
—
|
|
|
|
0.01
|
|
Latin America
|
|
|
0.01
|
|
|
|
0.05
|
|
Consolidated interest expense
|
|
$
|
0.02
|
|
|
$
|
0.12
|
|
Income Tax Expense (Benefit):
|
|
|
|
|
|
|
|
|
USA Operations (including Corporate)
|
|
$
|
3.37
|
|
|
$
|
1.38
|
|
Other foreign
|
|
|
0.74
|
|
|
|
—
|
|
Europe (UK)
|
|
|
0.88
|
|
|
|
—
|
|
Mexico
|
|
|
—
|
|
|
|
(0.12
|
)
|
Asia
|
|
|
2.68
|
|
|
|
0.94
|
|
Canada
|
|
|
0.64
|
|
|
|
0.35
|
|
Latin America
|
|
|
0.69
|
|
|
|
(0.08
|
)
|
Less intersegment
|
|
|
(0.22
|
)
|
|
|
0.01
|
|
Consolidated income tax expense
|
|
$
|
8.77
|
|
|
$
|
2.48
|
|
|
|
Year Ended January 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
(in millions of dollars)
|
|
Total Assets:
|
|
|
|
|
USA Operations (including Corporate)
|
|
$
|
76.53
|
|
|
$
|
88.08
|
|
Other foreign
|
|
|
8.74
|
|
|
|
1.69
|
|
Europe (UK)
|
|
|
11.33
|
|
|
|
4.52
|
|
Mexico
|
|
|
5.68
|
|
|
|
5.00
|
|
Asia
|
|
|
64.20
|
|
|
|
44.22
|
|
Canada
|
|
|
8.03
|
|
|
|
6.09
|
|
Latin America
|
|
|
7.07
|
|
|
|
5.77
|
|
Less intersegment
|
|
|
(41.66
|
)
|
|
|
(55.96
|
)
|
Consolidated assets
|
|
$
|
139.92
|
|
|
$
|
99.41
|
|
Total Assets Less Intersegment:
|
|
|
|
|
|
|
|
|
USA Operations (including Corporate)
|
|
$
|
52.31
|
|
|
$
|
49.94
|
|
Other foreign
|
|
|
8.37
|
|
|
|
3.41
|
|
Europe (UK)
|
|
|
11.33
|
|
|
|
4.52
|
|
Mexico
|
|
|
5.62
|
|
|
|
5.16
|
|
Asia
|
|
|
47.29
|
|
|
|
24.65
|
|
Canada
|
|
|
8.03
|
|
|
|
6.07
|
|
Latin America
|
|
|
6.97
|
|
|
|
5.66
|
|
Consolidated assets
|
|
$
|
139.92
|
|
|
$
|
99.41
|
|
Property and Equipment:
|
|
|
|
|
|
|
|
|
USA Operations (including Corporate)
|
|
$
|
3.05
|
|
|
$
|
3.32
|
|
Other foreign
|
|
|
0.25
|
|
|
|
0.15
|
|
Europe (UK)
|
|
|
—
|
|
|
|
0.01
|
|
Mexico
|
|
|
2.34
|
|
|
|
2.17
|
|
Asia
|
|
|
2.94
|
|
|
|
3.19
|
|
Canada
|
|
|
1.06
|
|
|
|
1.15
|
|
Latin America
|
|
|
0.08
|
|
|
|
0.04
|
|
Less intersegment
|
|
|
0.09
|
|
|
|
0.08
|
|
Consolidated long-lived assets
|
|
$
|
9.81
|
|
|
$
|
10.11
|
|
Capital Expenditures:
|
|
|
|
|
|
|
|
|
USA Operations (including Corporate)
|
|
$
|
0.59
|
|
|
$
|
0.25
|
|
Other foreign
|
|
|
0.16
|
|
|
|
0.01
|
|
Europe (UK)
|
|
|
0.01
|
|
|
|
0.01
|
|
Mexico
|
|
|
0.35
|
|
|
|
0.17
|
|
Asia
|
|
|
0.49
|
|
|
|
0.58
|
|
Canada
|
|
|
—
|
|
|
|
—
|
|
Latin America
|
|
|
0.08
|
|
|
|
0.01
|
|
Consolidated capital expenditure
|
|
$
|
1.68
|
|
|
$
|
1.03
|
|
Goodwill:
|
|
|
|
|
|
|
|
|
USA Operations (including Corporate)
|
|
$
|
0.87
|
|
|
$
|
0.87
|
|
Consolidated goodwill
|
|
$
|
0.87
|
|
|
$
|
0.87
|
|