UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2003
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from to
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Commission File Number: 0-15535
LAKELAND INDUSTRIES, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 13-3115216
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(State of incorporation) (IRS Employer Identification Number)
711-2 Koehler Avenue, Ronkonkoma, New York 11779
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(Address of principal executive offices)
(631) 981-9700
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [_]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Common Stock, $.01 par value, outstanding at June 12, 2003 - 2,974,607 shares.
LAKELAND INDUSTRIES, INC.
AND SUBSIDIARIES
FORM 10-Q
The following information of the Registrant and its subsidiaries is submitted herewith:
PART I - FINANCIAL INFORMATION:
Item 1. Financial Statements:
Page
----
Introduction .........................................................................................1
Condensed Consolidated Balance Sheets - April 30, 2003 and January 31, 2003...........................2
Condensed Consolidated Statements of Income for the
Three Months Ended April 30, 2003 and 2002............................................................3
Condensed Consolidated Statement of Stockholders' Equity - Three Months Ended April 30, 2003..........4
Condensed Consolidated Statements of Cash Flows - Three Months Ended April 30, 2003
and 2002..............................................................................................5
Notes to Condensed Consolidated Financial Statements..................................................6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................9
Item 3. Quantitative and Qualitative Disclosures About Market Risk...........................................10
Item 4. Controls and Procedures .............................................................................10
PART II - OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K .................................................................11
Signature Page..................................................................................................12
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.....................................13-15
LAKELAND INDUSTRIES, INC.
AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements:
Introduction
------------
CAUTIONARY STATEMENTS
This report may includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements are all statements other than
statements of historical fact included in this report, including, without
limitation, the statements under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position and liquidity, the Company's strategic
alternatives, future capital needs, development and capital expenditures
(including the amount and nature thereof), future net revenues, business
strategies, and other plans and objectives of management of the Company for
future operations and activities.
Forward-looking statements are based on certain assumptions and analyses
made by the Company in light of its experience and its perception of historical
trends, current conditions, expected future developments and other factors it
believes are appropriate under the circumstances. These statements are subject
to a number of assumptions, risks and uncertainties, and factors in the
Company's other filings with the Securities and Exchange Commission (the
"commission"), general economic and business conditions, the business
opportunities that may be presented to and pursued by the Company, changes in
law or regulations and other factors, many of which are beyond the control of
the Company. Readers are cautioned that these statements are not guarantees of
future performance, and the actual results or developments may differ materially
from those projected in any forward-looking statements. All subsequent written
and oral forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by these
cautionary statements.
1
LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS April 30, January 31,
2003 2003
(Unaudited)
Current Assets:
Cash and cash equivalents ...............................................$ 1,384,210 $ 1,474,135
Accounts receivable, net of allowance for
doubtful accounts of $269,000 at April 30, 2003 and
$343,000 at January 31, 2003 .......................................... 13,294,112 10,364,188
Inventories ............................................................. 22,372,449 25,470,044
Deferred income taxes ................................................... 1,001,133 1,001,133
Other current assets .................................................... 754,281 549,564
----------- -----------
Total current assets ........................................... 38,806,185 38,859,064
Property and equipment, net of accumulated
depreciation of $3,916,000 at April 30, 2003
and $3,708,000 January 31, 2003 ....................................... 3,734,504 3,356,835
Other assets ............................................................ 694,940 606,835
----------- -----------
$43,235,629 $42,822,734
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable ........................................................$ 4,015,631 $ 3,014,038
Current portion of long-term liabilities ................................ 15,235,469 16,657,882
Accrued expenses and other current liabilities .......................... 1,221,840 1,262,175
----------- -----------
Total current liabilities .......................................... 20,472,940 20,934,095
Long-term liabilities ................................................... 514,572 514,572
Deferred income taxes ................................................... 14,643 14,643
Commitments and Contingencies
Stockholders' Equity
Preferred stock, $.01 par; authorized
1,500,000 shares (none issued)
Common stock, $.01 par; authorized
10,000,000 shares; issued and outstanding
2,972,407 shares at April 30, 2003
and 2,969,107 at January 31, 2003 .................................. 29,724 29,691
Additional paid-in capital............................................... 8,772,390 8,762,673
Retained earnings ....................................................... 13,431,360 12,567,060
----------- -----------
Total stockholders' equity ......................................... 22,233,474 21,359,424
----------- -----------
$43,235,629 $42,822,734
=========== ===========
See notes to condensed consolidated financial statements.
2
LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED
April 30,
2003 2002
---- ----
Net sales ................................................................$ 23,824,886 $ 20,643,184
Cost of goods sold ....................................................... 19,729,070 16,469,299
------------ ------------
Gross profit ............................................................. 4,095,816 4,173,885
Operating expenses ....................................................... 2,623,162 2,727,947
------------ ------------
Operating profit ......................................................... 1,472,654 1,445,938
Other income, net ........................................................ 15,442 9,883
Interest expense ......................................................... (137,796) (175,662)
------------ ------------
Income before income taxes ............................................... 1,350,300 1,280,159
Provision for income taxes ............................................... 486,000 384,000
------------ ------------
Net Income................................................................$ 864,300 $ 896,159
============ ============
Net income per common share
Basic............................................................$ .29 $ .30
============ ============
Diluted..........................................................$ .29 $ .30
============ ============
Weighted average common shares outstanding
Basic ........................................................... 2,969,997 2,953,060
============ ============
Diluted ......................................................... 2,977,052 2,968,268
============ ============
See notes to condensed consolidated financial statements
3
LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
Three months ended April 30, 2003
Additional
Common stock paid-in Retained
Shares Amount capital earnings Total
------ ------ ------- -------- -----
Balance, January 31, 2003 2,969,107 $29,691 $ 8,762,673 $12,567,060 $21,359,424
Exercise of Stock options 3,300 33 9,717 -- 9,750
Net income 864,300 864,300
--------- ------- ----------- ----------- -----------
Balance, April 30, 2003 2,972,407 $29,724 $ 8,772,390 $13,431,360 $22,233,474
========= ======= =========== =========== ===========
See notes to condensed consolidated financial statements.
4
LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
April 30,
2003 2002
---- ----
Cash Flows from Operating Activities:
Net income .............................................................$ 864,300 $ 896,159
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Provision for bad debts ................................................ (74,000) 179,714
Depreciation and amortization .......................................... 207,777 161,933
(Increase) decrease in accounts receivable ............................. (2,855,924) (882,274)
(Increase) decrease in inventories ..................................... 3,097,595 824,327
(Increase) decrease in other current assets ............................ (204,717) 101,918
(Increase) decrease in other assets .................................... (88,105) (46,021)
Increase (decrease) in accounts payable, accrued
expenses and other liabilities ....................................... 961,258 (1,545,459)
----------- -----------
Net cash provided by (used in) operating
activities ........................................................... 1,908,184 (309,703)
----------- -----------
Cash Flows from Investing Activities:
Purchases of property and equipment .................................... (585,446) (154,990)
----------- -----------
Net cash used in investing activities .................................. (585,446) (154,990)
----------- -----------
Cash Flows from Financing Activities:
Proceeds from exercise of stock options ................................ 9,750 --
Net (payments) borrowings under loan agreements ........................ (1,422,413) 743,212
----------- -----------
Net cash (used in) provided by financing activities..................... (1,412,663) 743,212
----------- -----------
Net (decrease) increase in cash ........................................ (89,925) 278,519
Cash and cash equivalents at beginning of period ....................... 1,474,135 1,760,635
----------- -----------
Cash and cash equivalents at end of period..............................$ 1,384,210 $ 2,039,154
=========== ===========
See noted to condensed consolidated financial statements.
5
LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Business
Lakeland Industries, Inc. and Subsidiaries (the "Company"), a Delaware
corporation, organized in April 1982, is engaged primarily in the manufacture of
personal safety protective work clothing. The principal market for the Company's
products is the United States. No customer accounted for more than 10% of net
sales during the three month periods ended April 30, 2003 and 2002.
2. Basis of Presentation
The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission and reflect all adjustments which are, in
the opinion of management, necessary to present fairly the consolidated
financial information required therein. Certain information and note disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America ("GAAP") have been
condensed or omitted pursuant to such rules and regulations. While the Company
believes that the disclosures are adequate to make the information presented not
misleading, it is suggested that these condensed consolidated financial
statements be read in conjunction with the consolidated financial statements and
the notes thereto included in the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission for the year ended January 31, 2003.
The results of operations for the three-month periods ended April 30, 2003
and 2002 are not necessarily indicative of the results to be expected for the
full year.
3. Principles of Consolidation
The accompanying condensed consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries, Laidlaw, Adams &
Peck, Inc., Lakeland Protective Wear, Inc. (a Canadian corporation), Lakeland de
Mexico S.A. de C.V. (a Mexican corporation), Weifang Lakeland Safety Products,
Co., Ltd. (a Chinese corporation), Qing Dao Maytung Healthcare Co., Ltd. (a
Chinese corporation), and Lakeland Industries Europe Ltd. (a U.K. Corporation).
All significant inter-company accounts and transactions have been eliminated.
4. Inventories:
Inventories consist of the following:
April 30, January 31,
2003 2003
---- ----
Raw materials.......................... $7,796,646 $ 7,839,144
Work-in-process........................ 3,378,440 1,656,942
Finished Goods......................... 11,197,363 15,973,958
----------- -----------
$22,372,449 $25,470,044
=========== ===========
Inventories are stated at the lower of cost or market. Cost is determined on the
first-in, first-out method.
5. Earnings Per Share:
6
Basic earnings per share are based on the weighted average number of common
shares outstanding without consideration of potential common shares. Diluted
earnings per share are based on the weighted average number of common and
potential common shares outstanding. The diluted earnings per share calculation
takes into account the shares that may be issued upon exercise of stock options,
reduced by the shares that may be repurchased with the funds received from the
exercise, based on the average price during the period.
The following table sets forth the computation of basic and diluted
earnings per share at April 30, adjusted, retroactively, for the 10% Stock
dividend to Shareholders on July 31, 2002:
2003 2002
---- ----
Numerator
Net income $ 864,300 $ 896,159
=========== ===========
Denominator
Denominator for basic earnings per share
(Weighted-average shares) 2,969,997 2,953,060
Effect of dilutive securities:
Stock options 7,055 15,208
----------- -----------
Denominator for diluted earnings per share
(adjusted weighted-average shares) and
assumed conversions 2,977,052 2,968,268
=========== ===========
Basic earnings per share $ .29 $ .30
=========== ===========
Diluted earnings per share $ .29 $ .30
=========== ===========
Options to purchase 1,100 shares of the Company's common stock have been
excluded for the three months ended April 30, 2003 and 2002, as their inclusion
would be antidilutive.
6. Revolving Credit Facility:
At April 30, 2003, the balance outstanding under the Company's $18 million
revolving credit facility amounted to $15,235,469. This facility, which is based
on a percentage of eligible accounts receivable and inventory, as defined,
expires on July 31, 2003. Borrowings under the facility bear interest at a rate
per annum equal to the one-month LIBOR plus 2%. The Company is presently in the
process of negotiating the renewal of the facility. At April 30, 2003, the
balance outstanding under the Company's expired five year term loan is $0. The
term loan was payable in monthly installments of $89,550, plus interest payable
at the 30-day commercial paper rate, plus 2.45% and expired on March 31, 2003.
The credit facility is collateralized by substantially all of the assets of the
Company. The credit facility contains financial covenants, including, but not
limited to, minimum levels of earnings and maintenance of minimum tangible net
worth and other certain ratios at all times, for which the Company is in
compliance.
7. Major Supplier
The Company purchased approximately 73.3% of its raw materials from one
supplier under licensing agreements during the three-month period ended April
30, 2003. The Company expects this relationship to continue for the foreseeable
future. If required, similar raw materials could be purchased from other
sources; although, the Company's competitive position in the marketplace could
be adversely affected.
7
8. Stock Based Compensation
The company has adopted the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123"). The company applies APB
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations in accounting for its plans and does not recognize compensation
expense for its employee stock-based compensation plans when awards are issued
at a stock price that is at or above the current market price at the time of the
grant. All stock-based awards were fully vested at January 31, 2002 and no new
option grants were made during the year ended January 31, 2003 and the quarter
ended April 30, 2003. Accordingly, no pro-forma compensation expense based on
fair value exists for the quarters ended April 30, 2003 and 2002.
8
Item 2. LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Three months ended April 30, 2003 compared to the three months ended April 30,
2002:
Net Sales. Net sales for the quarter ended April 30, 2003 increased
$3,182,000, (or 15.4%) to $23,825,000 from $20,643,000 reported for the quarter
ended April 30, 2002. The increase in sales was principally attributable to
improving economic conditions, and partially to SARS related garment demand at
our Toronto, Canada and Chinese subsidiaries and to the anticipation of a sales
price increase effective May 12, 2003.
Gross Profit. Gross profit for the quarter ended April 30, 2003, decreased
by $78,000, (or 1.9%) to $4,096,000 from $4,174,000 for the quarter ended April
30, 2002. Gross profit as a percentage of net sales decreased to 17.2% for the
quarter ended April 30, 2003 from 20.2% reported for the prior year's quarter
partially due to an increase in the price of raw materials, an increase in
overhead costs, particularly depreciation, royalty and payroll taxes. The
principal factor affecting gross profit margins was that commencing March 1,
2003 the company incurred an increase in the price of raw materials from DuPont,
but could not impose a price increase on its products using these DuPont raw
materials until May 12, 2003 due to market conditions.
Operating Expenses. Operating expenses for the quarter ended April 30, 2003
decreased by $105,000 (or 3.9%) to $2,623,000, (or 11% of net sales) from
$2,728,000, (or 13.2% of net sales) for the quarter ended April 30, 2002.
Operating expenses decreased principally as a result of a decrease in the
allowance for bad debts and R&D expense.
Interest Expense. Interest expense for the quarter ended April 30, 2003
decreased by $38,000 or 21.6% to $138,000 from $176,000 for the quarter ended
April 30, 2002. This decrease was primarily due to a decrease in average
borrowings under the Company's credit facility and to decreasing interest rates.
Income Tax Expense. The effective tax rate for the quarter ended April 30,
2003 and 2002 of 36% and 30%, respectively, deviates from the Federal statutory
rate of 34.0%, which is primarily attributable to differing foreign tax rates
and state income taxes.
Net Income. As a result of the foregoing, net income decreased to $864,000
(or 3.6%) for the quarter ended April 30, 2003, from net income of $896,000 for
the quarter ended April 30, 2002.
LIQUIDITY and CAPITAL RESOURCES
Liquidity and Capital Resources. The Company's working capital is equal to
$18,333,000 at April 30, 2003. The Company's primary sources of funds for
conducting its business activities have been from cash flow provided by
operations and borrowings under its credit facilities. The Company requires
liquidity and working capital primarily to fund increases in inventories and
accounts receivable associated with sales growth and, to a lesser extent, for
capital expenditures.
Net cash provided by operating activities was $1,908,000 for the quarter
ended April 30, 2003 and was due primarily to an increase in accounts
receivables of $2,856,000 a decrease in inventories of $3,098,000 and net income
from operations of $864,000, and by an increase in accounts payable, accrued
expenses and other current liabilities and long-term liabilities of $961,000.
Net cash used in investing activities of $585,000 was primarily
attributable to construction costs in China.
Net cash used in financing activities of $1,413,000 was primarily
attributable to net borrowings during the quarter in connection with the term
loan and revolving credit facility.
The revolving credit facility permits the Company to borrow up to a maximum
of $18 million. The revolving credit agreement expires on July 31, 2003 and has
therefore been classified as a short-term liability in the accompanying balance
sheet at April 30, 2003. Borrowings under the revolving credit facility amounted
to approximately $15,235,000 at April 30, 2003. The $3 million term-loan
agreement entered into in November 1999 has an outstanding balance of $0 and
expired on March 31,2003.
The Company believes that cash flow from operations and the revolving
credit facility (upon renewal) will be sufficient to meet its currently
anticipated operating, capital expenditures and debt service requirements for at
least the next twelve months. Historically, the Company has been able to renew
its' credit facility on acceptable terms, however, there can be no assurance
that such financing will continue to be available.
The Company is in compliance with all covenants under its credit agreement,
and expects its line will be renewed on July 31, 2003, as it has been since it
started dealing with its lender in 1998. The Company made its last principal and
interest payment on its $3 million term loan facility in April 2003, thereby
extinguishing all long-term bank debt.
9
Product Liability Claims have been diminimis over the last 10 years and
those claims made have all been dismissed, except one that was settled in 1993
and paid by the Company's insurer. In fiscal 2004 the Company has $5 million of
product liability insurance with a $10,000 deductible per occurrence. Presently
only one product liability suit is outstanding. The Company's total exposure on
this suit is $2,500. Suits are generally in the nature of minor chemical or fire
burns where the garments are misused or plaintiffs mistakenly sue the Company,
when indeed the Company's products are not involved. All costs of administering
and litigating claims is handled by attorneys appointed and paid by the
Company's insurer, other than the deductible amount, which has ranged from
$2,500 to $10,000 over the last 10 years.
As of April 30, 2003, the company has $1,384,210 in cash and an unused
credit line of $2,765,000.
Capital spending plans for fiscal 2004 include the last payment of $94,500
on the Company's 53,300 square foot facility in An Qui, China and $249,200 on it
s 90,400 square foot facility in Jiazhou, China the later amount to a
construction company upon completion in Summer 2003.
New capital equipment expenditures for 2004 are not expected to exceed
$450,000.
A reserve for a bond posting and settlement was recorded at January 31,
2003 in the amount of $48,000, relating to a dispute with Mexican officials over
custom's law for companies in the maquiladora program. Fiscal 2003 included a
reserve for a Canadian customs dispute of which approximately $12,000 remains.
The Company has presented the information required by the Canadian and Mexican
governments and is awaiting their response. It is the Company's belief that no
additional reserves are required for these disputes.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Activity and Interest Rates
- --------------------------------------------
The Company's foreign exchange exposure is principally limited to the
relationship of the U.S. Dollar to the Mexican Peso, Canadian Dollar and the
Chinese RMB. There have been no material changes to our market risks as
disclosed in our Annual Report of Form 10-K for the year ended January 31, 2003.
Market Risk
- -----------
The Company is exposed to market risk, including changes in interest rates
and currency exchange rates. To manage the volatility relating to these
exposures, the Company seeks to limit, to the extent possible its non-U.S.
dollar denominated purchases and sales. Foreign exchange risk occurs principally
only with regard to its Canadian, and United Kingdom subsidiary sales.
Foreign Exchange Risk Management
- --------------------------------
As a multinational corporation, the Company is exposed to changes in
foreign exchange rates. As the Company's non-denominated U.S. dollar
international sales grow, exposure to volatility in exchange rates could have an
adverse impact on the Company's financial results. The Company's risk from
exchange rate changes is presently related to non-dollar denominated sales in
Canada and the United Kingdom.
Interest Rate Risk
- ------------------
The Company is exposed to interest rate change market risk with respect to
its credit facility with a financial institution which is priced based upon
LIBOR. At April 30, 2003, $15,235,000 was outstanding under the term-loan and
revolving credit facilities. Changes in the above described interest rates
during fiscal 2004 will have a positive or negative effect on the Company's
interest expense. Each 1% fluctuation in the above rates will increase or
decrease interest expense for the Company by approximately $152,350. Each 1%
fluctuation in interest rates earned would not increase or decrease interest
income on these deposits by a significant amount.
Item 4. Controls and Procedures
Pursuant to rules adopted by the SEC as directed by Section 302 of the
Sarbanes-Oxley Act of 2002, the Company has performed an evaluation of its
disclosure controls and procedures (as defined by Exchange Act Rules 13a-4)
within 90 days of the date of the filing of this report. Based on this
evaluation, the Company's Chief Executive Officer and Principal Accounting Offer
have concluded that these procedures are effective in ensuring that information
required to be disclosed by the Company is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms. In
addition, there have not been any significant changes in internal controls or
other factors that could significantly affect internal controls subsequent to
the date of the Company's most recent evaluation.
10
Item 6. Exhibits and Reports on Form 8-K:
a - None
b - On April 29, 2003 the Company filed a Form 8-K relating to the
results of operations for the 4th Quarter and year ended January
31, 2003.
11
SIGNATURES
---------------- ----------------
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
LAKELAND INDUSTRIES, INC.
-------------------------
(Registrant)
Date: June 12, 2003 /s/ Raymond J. Smith
-------------------------------------
Raymond J. Smith,
President and Chief Executive Officer
Date: June 12, 2003
/s/ Christopher J. Ryan
-------------------------------------
Christopher J. Ryan,
Executive Vice President,
Secretary and General Counsel
Date: June 12, 2003 /s/ James M. McCormick
-------------------------------------
James M. McCormick,
Vice President and Treasurer
(Principal Accounting Officer)
12
Certification of President and Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
And Securities and Exchange Commission Release 34-46427
I, Raymond J. Smith, the president and chief executive officer of Lakeland
Industries, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Lakeland
Industries, Inc.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by the report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrar's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: June 12, 2003 /s/Raymond J. Smith
-------------------
Raymond J. Smith
President and Chief Executive Officer
13
Certification of Principal Accounting Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
And Securities and Exchange Commission Release 34-46427
I, James M. McCormick, the principal accounting officer of Lakeland Industries,
Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Lakeland
Industries, Inc.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by the report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrar's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: June 12, 2003 /s/James M. McCormick
---------------------
James M. McCormick
Vice President, Treasurer and
Principal Accounting Officer
14
Certification of Executive Vice President, Secretary and General Counsel
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
And Securities and Exchange Commission Release 34-46427
I, Christopher J. Ryan, Executive Vice President, Secretary and General Counsel
of Lakeland Industries, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Lakeland
Industries, Inc.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by the report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report fairly, present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrar's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: June 12,2003 /s/Christopher J. Ryan
----------------------
Christopher J. Ryan
Executive Vice President, Secretary and
General Counsel