Back to GetFilings.com
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 AUGUST 31, 2004.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO
Commission File No. 1-7848
LAZARE KAPLAN INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2728690
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
19 West 44th Street, New York, NY 10036
(Address of principal executive offices) (Zip Code)
(212) 972-9700
(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 by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes No X
--- ---
As of September 15, 2004, 8,484,027 shares of the registrant's common
stock were outstanding.
LAZARE KAPLAN INTERNATIONAL INC.
Index
Part I. Financial Information Page
---------
Item 1. Financial Statements (Unaudited)
Consolidated income statements 3
Three months ended August 31, 2004 and 2003
Consolidated balance sheets 4
August 31, 2004 and May 31, 2004
Consolidated statements of cash flows 5
Three months ended August 31, 2004 and 2003
Notes to consolidated financial statements 6 - 9
August 31, 2004
Item 2. Management's Discussion and Analysis of Financial 10 - 12
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosure of Market Risk 13
Item 4. Controls and Procedures 13
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 13
Signature 14
2
CONSOLIDATED INCOME STATEMENTS
- --------------------------------------------------------------------------------
(In thousands, except per share and per share data)
Three months ended August 31, (unaudited) 2004 2003
- ------------------------------------------------------------------------------------------------
Net sales $ 78,307 $ 54,108
Cost of Sales 68,416 47,990
- ------------------------------------------------------------------------------------------------
9,891 6,118
- ------------------------------------------------------------------------------------------------
Selling, general and administrative expenses 5,646 5,380
Interest expense, net of interest income 445 164
- ------------------------------------------------------------------------------------------------
6,091 5,544
- ------------------------------------------------------------------------------------------------
Income before income taxes 3,800 574
Income tax provision 1,293 207
- ------------------------------------------------------------------------------------------------
NET INCOME $ 2,507 $ 367
================================================================================================
EARNINGS PER SHARE
================================================================================================
Basic earnings per share $ 0.30 $ 0.04
================================================================================================
Average number of shares outstanding during the period 8,494,177 8,526,414
================================================================================================
================================================================================================
Diluted earnings per share $ 0.29 $ 0.04
================================================================================================
Average number of shares outstanding during the period
assuming dilution 8,650,551 8,562,517
================================================================================================
See notes to consolidated financial statements.
3
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
(In thousands, except share data)
August 31, May 31,
(Unaudited) (Audited)
2004 2004
- --------------------------------------------------------------------------------------------------
Assets
CURRENT ASSETS:
Cash and cash equivalents $ 6,353 $ 1,209
Accounts receivable, net 62,936 61,812
Inventories, net
Rough stones 28,180 11,944
Polished stones 88,413 81,433
- --------------------------------------------------------------------------------------------------
Total inventories 116,593 93,377
- --------------------------------------------------------------------------------------------------
Prepaid expenses and other current assets 9,644 5,918
Deferred tax assets-current 1,488 1,853
- --------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 197,014 164,169
Non-current assets, net 8,331 8,161
Deferred tax assets, net 7,532 8,382
- --------------------------------------------------------------------------------------------------
$ 212,877 $ 180,712
==================================================================================================
Libilities and Stockholders' Equity
CURRENT LIABILITIES:
Accounts payable and other current liabilities $ 51,038 $ 46,677
Current portion of long-term debt 33,900 6,893
- --------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 84,938 53,570
Long-term debt 33,157 34,726
- --------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 118,095 88,296
- --------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01 per share:
Authorized 1,500,000 shares; no shares issued or outstanding - -
Common stock, par value $1 per share
Authorized 12,000,000 shares; issued 8,714,786
in August and 8,710,619 May 2004 8,715 8,711
Additional paid-in capital 61,612 61,595
Cumulative translation adjustment (292) (286)
Retained earnings 26,049 23,542
- --------------------------------------------------------------------------------------------------
96,084 93,562
Less treasury stock 229,053 and 210,100 shares at cost
at August 31, 2004 and May 31, 2004, respectively (1,302) (1,146)
- --------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 94,782 92,416
- --------------------------------------------------------------------------------------------------
$ 212,877 $ 180,712
==================================================================================================
See notes to consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
(In thousands)
Three months ended August 31, (unaudited) 2004 2003
- --------------------------------------------------------------------------------------
Cash Flows From Operating Activities:
Net income $ 2,507 $ 367
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 306 280
Provision for uncollectible accounts 39 30
Deferred income taxes 1,215 136
Changes in operating assets and liabilities:
Accounts receivable (1,163) (6,289)
Rough and Polished inventories (23,216) (11,008)
Prepaid expenses and other current assets (3,726) 40
Other assets 50 112
Accounts payable and other current liabilities 4,361 436
- --------------------------------------------------------------------------------------
Net cash used in operating activities (19,627) (15,896)
- --------------------------------------------------------------------------------------
Cash Flows From Investing Activities:
Capital expenditures (526) (821)
- --------------------------------------------------------------------------------------
Net cash used in investing activities (526) (821)
- --------------------------------------------------------------------------------------
Cash Flows From Financing Activities:
Increase in borrowings 25,438 16,437
Purchase of treasury stock (156) -
Proceeds from exercise of stock options 21 -
- --------------------------------------------------------------------------------------
Net cash provided by financing activities 25,303 16,437
- --------------------------------------------------------------------------------------
Effect of foreign currency translation adjustment (6) (11)
- --------------------------------------------------------------------------------------
Net increase/(decrease) in cash and cash equivalents 5,144 (291)
Cash and cash equivalents at beginning of period 1,209 477
- --------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 6,353 $ 186
======================================================================================
See notes to consolidated financial statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Interim Financial Reporting
This financial information has been prepared in conformity with the accounting
principles and practices reflected in the financial statements included in the
annual report filed with the Securities Exchange Commission for the preceding
fiscal year. In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments (consisting of normal
recurring accruals) necessary to present fairly Lazare Kaplan International
Inc.'s operating results for the three months ended August 31, 2004 and 2003 and
its financial position as of August 31, 2004.
The balance sheet at May 31, 2004 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended May 31, 2004. The
operating results for the interim periods presented are not necessarily
indicative of the operating results for a full year.
Stock Incentive Plans
The Company accounts for stock options granted to employees and directors under
the Plan in accordance with Accounting Principles Board Opinion No. 25 and
related interpretations. Accordingly, no compensation cost has been recognized
for stock option awards. Had compensation cost been determined in accordance
with Statement of Financial Accounting Standard No. 123, "Accounting for
Stock-Based Compensation", as amended by SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure", the Company's income and
income per common share would have been as follows:
Three months ended August 31, 2004 2003
- ------------------------------------------------------------------
(In thousands, except per share data)
Net income as reported $2,507 $ 367
Less:
Stock-based employee compensation,
net of taxes (80) (77)
- ------------------------------------------------------------------
Pro forma $2,427 $ 290
- ------------------------------------------------------------------
Earnings per share:
As reported:
Basic $ 0.30 $0.04
Diluted $ 0.29 $0.04
- ------------------------------------------------------------------
Pro forma:
Basic $ 0.29 $0.03
Diluted $ 0.28 $0.03
- ------------------------------------------------------------------
6
3. Taxes
The Company's subsidiaries conduct business in foreign countries. The
subsidiaries are not subject to Federal income taxes and their provisions have
been determined based upon the effective tax rates, if any, in the foreign
countries.
Deferred income taxes reflect the net tax effects of (a) temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes, and (b) operating loss
carryforwards. The Company's net deferred tax asset as of August 31, 2004 is
approximately $9,153,000 less a valuation allowance of approximately $133,000
resulting in a net deferred tax asset of $9,020,000.
At August 31, 2004 the Company has available U.S. net operating loss
carryforwards of $25.8 million, which expire as follows (in thousands):
Year Net Operating Losses
-------- --------------------
2013 $ 2,901
2019 12,268
2020 298
2021 120
2022 10,190
--------------------
$ 25,777
--------------------
4. Earnings Per Share
Basic and diluted earnings per share are computed in accordance with Financial
Accounting Standards Board Statement No. 128 "Earnings per Share." Basic
earnings per share is computed based upon the weighted average number of common
shares outstanding. Diluted earnings per share includes the impact of dilutive
stock options.
Three months ended August 31, (unaudited) 2004 2003
- ---------------------------------------------------------------------------
Average number of shares outstanding
during the period 8,494,177 8,526,414
Effect of dilutive stock options 156,374 36,103
- ---------------------------------------------------------------------------
Average number of shares outstanding
during the period assuming dilution 8,650,551 8,562,517
- ---------------------------------------------------------------------------
7
5. Comprehensive Income
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" (SFAS 130) established rules for the reporting and display of
comprehensive income and its components. SFAS 130 requires foreign currency
translation adjustments to be included in other comprehensive income. For the
three months ended August 31, 2004 and 2003, total comprehensive income was
$2,501,000 and $356,000, respectively.
6. Lines of Credit
The Company has a long-term unsecured, revolving loan agreement under which it
may borrow up to $30 million in the aggregate through December 1, 2005. The loan
term may be extended in one year increments commencing November 30, 2004,
subject to the consent of the lending banks. Borrowings under this agreement
bear interest at (a) the higher of the banks base rate or one half of one
percent above the Federal Funds Effective Rate, or (b) 160 basis points above
LIBOR. The applicable interest rate is contingent upon the method of borrowing
selected by the Company. The proceeds of this facility are available for working
capital purposes. The loan agreement contains certain provisions that require,
among other things, (a) maintenance of defined levels of working capital, net
worth and profitability, (b) limitations on borrowing levels, investments and
capital expenditures and (c) limitations on dividends and the repurchase of
treasury shares. Borrowings under this loan agreement amounted to $29.2 million
at August 31, 2004.
The Company also has a $15 million and a $25 million unsecured, uncommitted
lines of credit with a bank. Borrowings under both lines bear interest at a rate
160 basis points above the 90 day LIBOR. Borrowings under these lines are
available for the Company's working capital requirements and are payable on
demand. Outstanding borrowings under these lines amounted to approximately $34.7
million at August 31, 2004.
A subsidiary of the Company maintains a loan facility that enables it to borrow
up to 1.1 billion Japanese yen (approximately $3.2 million outstanding at August
31, 2004) at an interest rate 1% above Japanese LIBOR through December 1, 2005.
The loan contains provisions that, among other things, require the Company to
maintain a minimum debt to equity ratio. Borrowings under the facility are
available for general working capital purposes and are guaranteed by the
Company.
In September 2004, the Company entered into an additional long-term unsecured,
revolving loan agreement with a bank under which it may borrow up to $30 million
in the aggregate through December 1, 2006. The loan term may be extended in one
year increments commencing November 30, 2005, subject to the consent of the
bank. Borrowings under this agreement bear interest at (a) the higher of the
banks base rate or one half of one percent above the Federal Funds Effective
Rate, or (b) 160 basis points above LIBOR. The applicable interest rate is
contingent upon the method of borrowing selected by the Company. The proceeds of
this facility are available for working capital purposes. The loan agreement
contains certain provisions that require, among other things, (a) maintenance of
defined levels of working capital, net worth and profitability, (b) limitations
on borrowing levels, investments and capital expenditures and (c) limitations on
dividends and the repurchase of treasury shares.
8
7. Segment Information
Revenue, gross profit and income/(loss) before income taxes for the three months
ended August 31, 2004 and 2003 and identifiable assets at the end of each of
those periods, classified by geographic area, which was determined by where
sales originated from and where identifiable assets are held, were as follows
(in thousands):
North Far Elimi- Consoli-
America Europe Africa East nations dated
------------------------------------------------------------------
Three months ended August 31, 2004
- ----------------------------------
Net sales to unaffiliated customers $ 22,986 $51,033 $ -- $ 4,288 $ -- $ 78,307
Transfers between geographic areas 47,466 96 208 9 (47,779) --
- -----------------------------------------------------------------------------------------------------------
Total revenue $ 70,452 $51,129 $ 208 $ 4,297 $(47,779) $ 78,307
- -----------------------------------------------------------------------------------------------------------
Gross Profit $ 8,632 $ 620 $ (506) $ 1,109 $ 36 $ 9,891
- -----------------------------------------------------------------------------------------------------------
Income/(loss) before income taxes $ 3,820 $ 218 $ (532) $ 258 $ 36 $ 3,800
- -----------------------------------------------------------------------------------------------------------
Identifiable assets at August 31, 2004 $143,683 $37,590 $21,989 $ 9,705 $ (90) $212,877
===========================================================================================================
Three months ended August 31, 2003
- ----------------------------------
Net sales to unaffiliated customers $ 20,088 $30,924 $ -- $ 3,096 $ -- $ 54,108
Transfers between geographic areas 12,740 45 -- (12,785) --
- -----------------------------------------------------------------------------------------------------------
Total revenue $ 32,828 $30,969 $ -- $ 3,096 $(12,785) $ 54,108
- -----------------------------------------------------------------------------------------------------------
Gross Profit $ 4,857 $ 521 $ -- $ 740 $ -- $ 6,118
- -----------------------------------------------------------------------------------------------------------
Income/(loss) before income taxes $ 1,023 $ 187 $ (491) $ (145) $ -- $ 574
- -----------------------------------------------------------------------------------------------------------
Identifiable assets at August 31, 2003 $155,558 $ 9,640 $ 4,771 $ 7,836 $ (165) $177,640
===========================================================================================================
Revenue and gross profit for the three months ended August 31, 2004 and 2003
classified by product were as follows (in thousands):
Polished Rough Total
- ------------------------------------------------------------------------
Three months ended August 31, 2004
- ----------------------------------
Net Sales $34,133 $44,174 $78,307
- -----------------------------------------------------------------------
Gross Profit $ 5,877 $ 4,014 $ 9,891
=======================================================================
Three months ended August 31, 2003
- ----------------------------------
Net Sales $32,462 $21,646 $54,108
- -----------------------------------------------------------------------
Gross Profit $ 5,322 $ 796 $ 6,118
=======================================================================
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------------------------------------------
Introduction
This quarterly report contains, in addition to historical information, certain
forward-looking statements that involve significant risks and uncertainties.
Such forward-looking statements are based on management's belief as well as
assumptions made by, and information currently available to, management pursuant
to the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995. The Company's actual results could differ materially from those
expressed in or implied by the forward-looking statements contained herein.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in "Liquidity - Capital Resources" and in Item 1 -
"Description of Business" and elsewhere in the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 2004. The Company undertakes no
obligation to release publicly the result of any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date of this quarterly report or to reflect the occurrence of other
unanticipated events.
Overview
The Company is engaged in the cutting, polishing and selling of ideally
proportioned diamonds which it markets internationally under the brand name
"Lazare Diamonds'r'". Ideally proportioned diamonds are distinguished from
non-ideal cut ("commercial") diamonds by the symmetrical relationship of their
facets, which optimize the balance of brilliance, sparkle and fire in a polished
diamond. The Company's domestic manufacturing facility, located in Puerto Rico,
is believed by the Company to be the largest diamond cutting facility in the
United States. In addition, through various cooperative agreements, the Company
cuts and polishes commercial diamonds which it markets to wholesalers,
distributors and, to a growing extent, retail jewelers. A subsidiary of the
Company has an agreement under which it markets natural diamonds that have
undergone a new process to improve the color of certain all-natural gem diamonds
without reducing their all-natural content. These diamonds are sold under the
Bellataire(R) brand name. Rough stones purchased by the Company are either
selected for manufacturing or resold as rough diamonds in the marketplace.
The Company's overall revenues are, in part, dependent upon the availability of
rough diamonds, the world's known sources of which are highly concentrated. The
Diamond Trading Company ("DTC") is the world's largest rough diamond selling
organization. The Company has been a client of the DTC for more than 60 years.
The Company supplements its rough diamond needs by secondary market purchases
and has entered into relationships with other primary source suppliers.
The Company has two agreements with AK ALROSA of Russia, which is the largest
producer of rough diamonds in Russia. Under the terms of these agreements, the
Company sells polished diamonds that are cut in facilities jointly managed and
supervised by the Company and ALROSA personnel. The proceeds from the sale of
these polished diamonds, after deduction of rough diamond cost, generally are
shared equally with ALROSA.
The Company has signed an agreement with NamGem Diamond Manufacturing Company
(PTY) Ltd. ("NamGem") for the cutting and polishing of diamonds in Namibia.
NamGem is Namibia's flagship venture in the international diamond polishing
industry. Under the terms of the agreement, the Company provides marketing and
technical manufacturing assistance to
10
NamGem. The Company purchases rough diamonds and supervises the manufacturing of
those deemed suitable to cut and polish. The Company pays NamGem for
manufacturing on a fee for services basis. Production under this agreement
commenced during the third fiscal quarter of 2004.
The Company has recently signed a technical assistance and cooperation agreement
regarding the purchasing and marketing of rough diamonds with Sociedade de
Comercializacao de Diamantes de Angola SARL ("SODIAM"), the government entity
responsible for development and marketing of diamonds produced in Angola. Rough
buying from this operation commenced during the first fiscal quarter of 2005.
While the Company believes that its success in maintaining quantities and
qualities of polished inventory that best meet its customers' needs is achieved
through its ability to fully integrate its diverse rough and polished diamond
sources, any significant disruption of the Company's access to its primary
source suppliers could have a material adverse effect on the Company.
Results of Operations
Net Sales
Net sales during the three months ended August 31, 2004 were $78.3 million
compared to $54.1 million in sales during the comparable period last year.
Revenue from the sale of polished diamonds was $34.1 million for the three
months ended August 31, 2004 compared to $32.5 million in the comparable period
last year. The increase in polished sales reflects increased sales of branded
diamonds partially offset by lower sales of commercial stones.
Commencing in the third quarter of fiscal 2004, the Company's sourcing included
material relating to its cooperation agreement with NamGem for the cutting and
polishing of diamonds in Namibia.
Rough diamond sales were $44.2 million for the three months ended August 31,
2004 compared to $21.6 million in the comparable period last year. The increase
from the prior year is attributable to increased sourcing of rough diamonds.
During the first quarter of fiscal 2005 the Company began rough diamond buying
operations in Angola pursuant to a technical cooperation agreement with SODIAM.
Rough diamond sales from this operation effectively commenced during the second
fiscal quarter of 2005.
Gross Profit
During the three months ended August 31, 2004 gross margin on net polished sales
was $5.9 million, or 17.2%, compared to $5.3 million, or 16.4%, in the
comparable period last year. The increase in gross margin is primarily
attributable to a shift in mix toward the sale of higher margin branded stones
as compared to the same period last year. Rough gross margin during the three
months ended August 31, 2004 was $4.0 million, or 9.1%, compared to $0.8
million, or 3.7%. This increase reflects increased trading volume and favorable
rough trading market conditions prevailing during the current quarter. As a
result of the foregoing, overall gross margin percentage increased to 12.6% in
the current period compared to 11.3% for the same period last year.
11
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended August
31, 2004 were $5.6 million, compared to $5.4 million for the same period last
year. This increase primarily reflects increased advertising and personnel costs
directed toward expanding distribution and product offerings.
Interest Expense
Net interest expense for the three month period ended August 31, 2004 was $0.4
million compared to $0.2 million for the same period last year. This increase is
attributable to increased borrowing levels and higher interest rates during the
current quarter.
Income Tax
The Company's effective tax rate for the three months ended August 31, 2004 was
34.0% compared to 36.1% in the same period last year. This decrease reflects a
higher percentage of income attributable to lower tax rate jurisdictions during
the current quarter.
Liquidity and Capital Resources
The Company's working capital at August 31, 2004 was $112.1 million, which was
$1.5 million greater than its working capital at May 31, 2004.
The Company maintains a $30 million long-term unsecured, revolving credit
facility that it utilizes for general working capital purposes ($29.2 million
outstanding at August 31, 2004). It also maintains $40 million of uncommitted
lines of credit (approximately $34.7 million outstanding at August 31, 2004)
that are used to finance rough inventory transactions and other working capital
needs. In addition, the Company has a 1.1 billion Yen denominated facility
(approximately $3.2 million outstanding at August 31, 2004) that is used in
support of its operations in Japan.
In September 2004 the Company entered into an additional $30.0 million long-term
unsecured, revolving credit facility. This facility is available for general
working capital purposes including Angolan rough diamond buying operations.
Stockholders' equity was $94.8 million at August 31, 2004 as compared to $92.4
million at May 31, 2004. No dividends were paid to stockholders during the three
months ended August 31, 2004.
The Company believes that it has the ability to meet its anticipated financing
needs for at least the next twelve months.
12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK
-----------------------------------------------------------------------
At August 31, 2004, the Company had borrowings totaling approximately $67.1
million outstanding under various credit agreements. The interest rates on these
borrowings are variable and therefore the general level of U.S. and foreign
interest rates affects interest expense. Increases in interest expense resulting
from an increase in interest rates could impact the Company's results of
operations. The Company's policy is to take actions that would mitigate such
risk when appropriate. These actions include staggering the term and rate of its
borrowings to match anticipated cash flows and movements in interest rates.
ITEM 4. CONTROLS AND PROCEDURES
-----------------------------------------------------------------------
As of August 31, 2004, an evaluation was performed under the supervision and
with the participation of the Company's management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's management, including the Chief Executive
Officer and Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of August 31, 2004. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to August 31, 2004.
PART 2
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------------------------------------
(a) Exhibits
(31) Rule 13a-14(a)/15d-14(a) Certifications
(32) Section 1350 Certifications
(b) Reports on Form 8-K
1) Change of Registrant's Certifying Accountant
2) Entry into a Material Definitive Agreement
13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LAZARE KAPLAN INTERNATIONAL INC.
By /s/ William H. Moryto
----------------------
William H. Moryto
Vice President and
Chief Financial Officer
Dated: October 14, 2004
----------------
14
STATEMENT OF DIFFERENCES
------------------------
The registered trademark symbol shall be expressed as .....................'r'
The section symbol shall be expressed as ..................................'SS'