x
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Delaware
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13-3115216
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(State
of incorporation)
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(IRS
Employer Identification Number)
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701
Koehler Avenue, Suite 7, Ronkonkoma, New York
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11779
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(Address
of principal executive offices)
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(Zip
Code)
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Large
accelerated filer
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Accelerated
filer
o
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Non-Accelerated
filer (Do not check if a smaller reporting
company)
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Smaller
reporting company ý
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Class
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Outstanding
at June 5, 2008
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Common
Stock, $0.01 par value per share
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5,420,701
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Page
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15
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20
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20
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23
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24
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·
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Our
ability to obtain fabrics and components from suppliers and manufacturers
at competitive prices or prices that vary from quarter to
quarter;
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·
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Risks
associated with our international manufacturing and start up sales
operations;
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·
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Potential
fluctuations in foreign currency exchange
rates;
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·
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Our
ability to respond to rapid technological
change;
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·
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Our
ability to identify and complete acquisitions or future
expansion;
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·
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Our
ability to manage our growth;
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·
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Our
ability to recruit and retain skilled employees, including our senior
management;
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·
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Our
ability to accurately estimate customer
demand;
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·
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Competition
from other companies, including some with greater
resources;
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·
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Risks
associated with sales to foreign
buyers;
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·
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Restrictions
on our financial and operating flexibility as a result of covenants in our
credit facilitates;
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·
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Our
ability to obtain additional funding to expand or operate our business as
planned;
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·
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The
impact of a decline in federal funding for preparations for terrorist
incidents;
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·
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The
impact of potential product liability
claims;
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·
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Liabilities
under environmental laws and
regulations;
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·
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Fluctuations
in the price of our common stock;
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·
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Variations
in our quarterly results of
operations;
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·
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The
cost of compliance with the Sarbanes-Oxley Act of 2002 and rules and
regulations relating to corporate governance and public
disclosure;
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·
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The
significant influence of our directors and executive officer on our
company and on matters subject to a vote of our
stockholders;
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·
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The
limited liquidity of our common
stock;
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·
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The
other factors referenced in this 10-Q, including, without limitation, in
the sections entitled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” and
“Business.”
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ASSETS
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April
30, 2008
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January
31, 2008
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||||||
(Unaudited)
|
||||||||
Current
assets:
|
||||||||
Cash
|
$ | 3,001,133 | $ | 3,427,672 | ||||
Accounts
receivable, net of allowance for doubtful accounts of
$35,000
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17,374,429 | 14,927,666 | ||||||
at
April 30, 2008 and $45,000 at January 31, 2008
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||||||||
Inventories,
net of reserves of $554,800 at April 30, 2008 and $607,000
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40,657,828 | 48,116,173 | ||||||
at
January 31, 2008
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||||||||
Deferred
income taxes
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1,969,713 | 1,969, 713 | ||||||
Other
current assets
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2,400,845 | 1,828,210 | ||||||
Total
current assets
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65,403,948 | 70,269,434 | ||||||
Property
and equipment, net of accumulated depreciation of
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13,254,366 | 13,324,648 | ||||||
$7,415,000
at April 30, 2008 and $7,055,000 at January 31, 2008
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||||||||
Goodwill
|
871,297 | 871,297 | ||||||
Other
assets
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119,389 | 157,474 | ||||||
$ | 79,649,000 | $ | 84,622,853 | |||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
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$ | 3,753,874 | $ | 3,312,696 | ||||
Accrued
expenses and other current liabilities
|
1,825,889 | 1,684,161 | ||||||
Total
current liabilities
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5,579,763 | 4,996,857 | ||||||
Construction
loan
|
1,809,879 | 1,882,085 | ||||||
Borrowings
under revolving credit facility
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3,467,000 | 8,871,000 | ||||||
Commitments
and contingencies
|
||||||||
Stockholders'
equity:
|
||||||||
Preferred
stock, $.01 par; authorized 1,500,000 shares
|
||||||||
(none
issued)
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||||||||
Common
stock $.01 par; authorized 10,000,000 shares;
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||||||||
issued
and outstanding 5,523,288 shares at April 30, 2008 and at
|
||||||||
January
31, 2008
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55,233 | 55,233 | ||||||
Less
treasury stock, at cost, 93,167 shares at April 30, 2008 and 0 shares
at
January
31, 2008
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(1,083,963 | ) | ----- | |||||
Additional
paid-in capital
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49,274,002 | 49,211,961 | ||||||
Other
comprehensive income (loss)
|
12,157 | (36,073 | ) | |||||
Retained
earnings (1)
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20,534,929 | 19,641,790 | ||||||
Stockholders'
equity
|
68,792,358 | 68,872,911 | ||||||
$ | 79,649,000 | $ | 84,622,853 |
THREE
MONTHS ENDED
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||||||||
April
30,
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||||||||
2008
|
2007
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|||||||
Net
sales
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$ | 27,280,157 | $ | 25,596,738 | ||||
Cost
of goods sold
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20,601,559 | 20,221,780 | ||||||
Gross
profit
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6,678,598 | 5,374,958 | ||||||
Operating
expenses
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5,230,484 | 4,380,147 | ||||||
Operating
profit
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1,448,114 | 994,811 | ||||||
Interest
and other income, net
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30,074 | 43,060 | ||||||
Interest
expense
|
(99,520 | ) | (53,608 | ) | ||||
Income
before income taxes
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1,378,668 | 984,263 | ||||||
Provision
for income taxes
|
485,529 | 388,415 | ||||||
Net
income
|
$ | 893,139 | $ | 595,848 | ||||
Net
income per common share:
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||||||||
Basic
|
$ | 0.16 | $ | .11 | ||||
Diluted
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$ | 0.16 | $ | .11 | ||||
Weighted
average common shares outstanding:
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||||||||
Basic
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5,487,260 | 5,521,824 | ||||||
Diluted
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5,520,868 | 5,538,405 |
Common
Stock
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Additional
Paid-in
Capital
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Treasury Stock
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Retained
Earnings
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Other
Comprehensive Income (loss)
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Total
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|||||||||||||||||||||||||||
Shares
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Amount
|
Shares
|
Amount
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|||||||||||||||||||||||||||||
Balance
February 1, 2008
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5,523,288 | $ | 55,233 | $ | 49,211,961 | ----- | ----- | $ | 19,641,790 | $ | (36,073 | ) | $ | 68,872,911 | ||||||||||||||||||
Net
Income
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----- | ----- | ----- | ----- | ----- | 893,139 | ----- | 893,139 | ||||||||||||||||||||||||
Stock
Repurchase Program
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(93,167 | ) | $ | (1,083,963 | ) | ----- | ----- | (1,083,963 | ) | |||||||||||||||||||||||
Other
Comprehensive Income
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----- | ----- | ----- | ----- | ----- | ----- | 48,230 | 48,230 | ||||||||||||||||||||||||
Stock
Based Compensation
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----- | ----- | 62,041 | ----- | ----- | ----- | ----- | 62,041 | ||||||||||||||||||||||||
Balance
April 30, 2008
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5,523,288 | $ | 55,233 | $ | 49,274,002 | (93,167 | ) | $ | (1,083,963 | ) | $ | 20,534,929 | $ | 12,157 | $ | 68,792,358 |
THREE
MONTHS ENDED
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||||||||
April
30,
|
||||||||
2008
|
2007
|
|||||||
Cash
Flows from Operating Activities:
|
||||||||
Net
income
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$ | 893,139 | $ | 595,848 | ||||
Adjustments
to reconcile net income to net cash provided
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||||||||
by
operating activities:
|
||||||||
Stock
based compensation
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62,041 | 53,114 | ||||||
Reserve
for doubtful accounts
|
(10,000 | ) | (23,000 | ) | ||||
Reserve
for inventory obsolescence
|
(52,200 | ) | 97,042 | |||||
Depreciation
and amortization
|
383,826 | 262,017 | ||||||
Deferred
income tax
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----- | (64,645 | ) | |||||
Changes
in operating assets and liabilities:
|
||||||||
Increase
in accounts receivable
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(2,436,763 | ) | (390,859 | ) | ||||
Decrease
in inventories
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7,510,545 | 336,645 | ||||||
Increase
in other assets
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(486,320 | ) | (672,682 | ) | ||||
Increase
in accounts payable, accrued expenses and other
liabilities
|
582,906 | 1,466,210 | ||||||
Net
cash provided by operating activities
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6,447,174 | 1,659,690 | ||||||
Cash
Flows from Investing Activities:
|
||||||||
Purchases
of property and equipment
|
(313,544 | ) | (305,832 | ) | ||||
Net
cash used in investing activities
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(313,544 | ) | (305,832 | ) | ||||
Cash
Flows from Financing Activities:
|
||||||||
Purchases
of stock under stock repurchase program
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(1,083,963 | ) | ----- | |||||
(Payments)
borrowing under loan agreements
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(5,476,206 | ) | 298,000 | |||||
Net
cash (used in) provided by financing activities
|
(6,560,169 | ) | 298,000 | |||||
Net
(decrease) increase in cash
|
(426,539 | ) | 1,651,858 | |||||
Cash
and cash equivalents at beginning of period
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3,427,672 | 1,906,557 | ||||||
Cash
and cash equivalents at end of period
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$ | 3,001,133 | $ | 3,558,415 |
1.
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Business
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The
condensed consolidated financial statements included herein have been
prepared by us, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission and reflect all adjustments
(consisting of only normal and recurring 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 we believe 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 our Annual Report on Form 10-K filed with the Securities and Exchange
Commission for the year ended January 31,
2008.
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April
30,
|
January
31,
|
|||||||
2008
|
2008
|
|||||||
Raw
materials
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$ | 20,603,056 | $ | 25,035,569 | ||||
Work-in-process
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2,939,787 | 2,873,001 | ||||||
Finished
Goods
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17,114,985 | 20,207,603 | ||||||
$ | 40,657,828 | $ | 48,116,173 |
Three
Months Ended
|
||||||||
April
30,
|
||||||||
2008
|
2007
|
|||||||
Numerator
|
||||||||
Net
Income
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$ | 893,139 | $ | 595,848 | ||||
Denominator
|
||||||||
Denominator
for basic earnings per share
|
5,487,260 | 5,521,824 | ||||||
(Weighted-average
shares which reflect 36,028 weighted average common shares in the treasury
as a result of the stock repurchase program)
|
||||||||
Effect
of dilutive securities from restricted stock plan and from dilutive effect
of stock options
|
33,608 | 16,581 | ||||||
Denominator
for diluted earnings per share
|
5,520,868 | 5,538,405 | ||||||
(adjusted
weighted average shares)
|
||||||||
Basic
earnings per share
|
$ | .16 | $ | .11 | ||||
Diluted
earnings per share
|
$ | .16 | $ | .11 |
|
At
April 30, 2008, the balance outstanding under our five year revolving
credit facility amounted to $3.5 million. In May 2008 the facility was
increased from $25 million to $30 million (see Note 13). 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, fixed charge ratio, funded debt to EBIDTA ratio, inventory
and accounts receivable collateral coverage ratio, with respect to which
the Company was in compliance at April 30, 2008 and for the period then
ended. The weighted average interest rate for the three month period ended
April 30, 2008 was 3.53%.
|
|
We
purchased 9.9% of our raw materials from one supplier during the three
month period ended April 30, 2008. We normally purchase approximately 75%
of our raw material from this suppler. We carried higher inventory levels
throughout FY08 and limited our material purchases in Q1 of FY09. Such
purchases have resumed at normal levels in Q2 FY09. We expect this
relationship to continue for the foreseeable future. If required, similar
raw materials could be purchased from other sources; however, our
competitive position in the marketplace could be adversely
affected.
|
Stock
Options
|
Number
of
Shares
|
Weighted
Average
Exercise
Price per
Share
|
Weighted
Average
Remaining
Contractual
Term
|
Aggregate
Intrinsic
Value
|
Outstanding
at January 31, 2008
|
17,567
|
$13.48
|
2.65
years
|
8,618
|
Outstanding
at April 30, 2008
|
17,567
|
$13.48
|
2.40
years
|
17,243
|
Exercisable
at April 30, 2008
|
17,567
|
$13.48
|
2.40
years
|
17,243
|
|
The
Company recognized total stock-based compensation costs of $62,041 and
$53,114 for the three months ended April 30, 2008 and 2007, respectively,
all of which results from the 2006 Equity Incentive Plan. These
amounts are reflected in selling, general and administrative
expenses. The total income tax benefit recognized for
stock-based compensation arrangements was $22,335 and $19,121 for the
three months ended April 30, 2008 and 2007,
respectively.
|
Three
Months Ended
|
||||||||||||||||
April
30,
|
||||||||||||||||
2008
|
2007
|
|||||||||||||||
Domestic
|
$ | 23.2 | 84.9 | % | $ | 23.2 | 90.5 | % | ||||||||
International
|
4.1 | 15.1 | % | 2.4 | 9.5 | % | ||||||||||
Total
|
$ | 27.3 | 100 | % | $ | 25.6 | 100 | % |
|
We
manage our operations by evaluating each of our geographic locations. Our
North American operations include our facilities in Decatur, Alabama
(primarily the distribution to customers of the bulk of our products and
the manufacture of our chemical, glove and disposable products), Celaya,
Mexico (primarily disposable, glove and chemical suit production) St.
Joseph, Missouri and Shillington, Pennsylvania (primarily woven products
production). We also maintain three manufacturing facilities in China
(primarily disposable and chemical suit production) and a glove
manufacturing facility in New Delhi, India. Our China facilities and our
Decatur, Alabama facility produce the majority of the Company’s
products. The accounting policies of these operating entities are the same
as those described in Note 1 to our Annual Report on Form 10-K
for the year ended January 31, 2008. 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 Canada, Europe, Chile and China which sell
and distribute products shipped from the United States, Mexico or
China.
|
Three
Months Ended
April
30,
(in
millions of dollars)
|
||||||||
2008
|
2007
|
|||||||
Net
Sales:
|
||||||||
North
America and other foreign
|
$ | 27.2 | $ | 26.0 | ||||
China
|
5.4 | 3.0 | ||||||
India
|
.1 | .1 | ||||||
Less
inter-segment sales
|
(5.4 | ) | (4.2 | ) | ||||
Consolidated
sales
|
$ | 27.3 | $ | 25.6 | ||||
Operating
Profit:
|
||||||||
North
America and other foreign
|
$ | 1.1 | $ | .8 | ||||
China
|
.8 | .4 | ||||||
India
|
(.2 | ) | (.1 | ) | ||||
Less
inter-segment profit
|
(.2 | ) | (.1 | ) | ||||
Consolidated
profit
|
$ | 1.5 | $ | 1.0 | ||||
Identifiable
Assets (at Balance Sheet date):
|
||||||||
North
America and other foreign
|
$ | 63.8 | $ | 63.2 | ||||
China
|
11.4 | 9.0 | ||||||
India
|
4.4 | 4.3 | ||||||
Consolidated
assets
|
$ | 79.6 | $ | 76.5 | ||||
Depreciation and
Amortization Expense:
|
||||||||
North
America and other foreign
|
$ | .2 | $ | .2 | ||||
China
|
.1 | .1 | ||||||
India
|
.1 | ----- | ||||||
Consolidated
depreciation expense
|
$ | .4 | $ | .3 |
|
In
connection with the asset purchase agreement, dated August 1, 2005,
between the Company and Mifflin Valley, Inc., the Company entered into a
five year lease agreement with the seller (now an employee of the Company)
to rent the manufacturing facility in Shillington, Pennsylvania owned by
the seller at an annual rental of $57,504, or a per square foot rental of
$3.25. This amount was obtained prior to the acquisition from
an independent appraisal of the fair market rental value per square
feet. In addition the Company has, starting January 1, 2006
rented a second 12,000 sq ft of warehouse space in Blandon, Pennsylvania
from this employee, on a month to month basis, for the monthly amount of
$3.00 per square foot.
|
|
The
Company had one derivative instrument outstanding at April 30, 2008 which
was treated as a cash flow hedge intended for forecasted purchases of
merchandise by the Company’s Canadian subsidiary. The Company had
the same derivative instrument outstanding at April 30, 2007. The
change in the fair market value of the effective hedge portion of the
foreign currency forward exchange contracts was an increase of $48,230 for
the three month period ended April 30, 2008 and was recorded in other
comprehensive income. It will be released into operations based on the
timing of the sales of the underlying inventory. The release to
operations will be reflected in cost of products sold. During the
period ended April 30, 2008, the Company recorded an immaterial loss in
cost of goods sold for the remaining portion of the foreign currency
forward exchange contract that did not qualify for hedge accounting
treatment. The derivative instrument was in the form of a
foreign currency “participating forward” exchange contract. The
“participating forward” feature affords the Company full protection on the
downside and the ability to retain 50% of any gains, in exchange for a
premium at inception. Such premium is built into the contract
in the form of a different contract rate in the amount of
$0.016.
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results
of Operations
|
|
At
April 30, 2008 the Company had an outstanding loan balance of $3.467
million under its facility with Wachovia Bank, N.A. compared with $8.871
million at January 31, 2008. Total stockholder’s equity
decreased principally due to the stock repurchase program of $1.1 million
initiated in Q1 FY09, offset by the net income for the period of $0.9
million.
|
|
o
|
$0.32
million additional freight out costs resulting from significantly higher
prevailing carrier rates and higher
volume.
|
|
o
|
$0.24
million in increased operating costs in China were the result of the large
increase in direct international sales made by China, are now allocated to
SG&A costs, previously allocated to cost of goods
sold.
|
|
Income Tax
Expense. Income tax expenses consist of federal, state,
and foreign income taxes. Income tax expenses increased $.097
million, or 25.0%, to $.486 million for the three months April 30, 2008
from $.388 million for the three months ended April 30,
2007. Our effective tax rates were 35.2% and 39.5% for the
three months ended April 30, 2008 and 2007, respectively. Our effective
tax rate for 2008 was impacted by higher statutory rates and a prior
period adjustment for tax expense in China and some losses in India not
eligible for tax credits. Such Indian losses increased the overall
effective tax rate by approximately 2.0% and the China tax adjustment
increased the effective tax rate by 2.7%. Without such items, the
effective rate for the quarter ending April 30, 2008 would have been
approximately 30.6%. The 2007 period was impacted by the $500,000 charge
for the Mexico plant restructuring for which no tax credit was available.
Without this $500,000 charge, the effective tax rate for the 2007 period
would have been 26.1%.
|
|
Net
Income. Net income increased $.297 million, or 49.9% to
$.893 million for the three months ended April 30, 2008 from $.596 million
for the three months ended April 30, 2007. The increase in net income
primarily resulted from an increase in sales, the one-time charge for the
Mexico plant restructuring in the previous year, and favorable claim
experience in our medical insurance program, offset by larger losses in
India.
|
|
Net
cash provided by operating activities of $6.4 million for the three months
ended April 30, 2008 was due primarily to net income from operations of
$0.9 million, an increase in accounts payable accrued expenses and other
liabilities of $0.6 million, and a decrease in inventories of $7.5
million, offset by an increase in accounts receivable of $2.4 million. Net
cash used in investing activities of $0.3 million in the three months
ended April 30, 2008, was due to purchases of property and
equipment.
|
|
The
Company had one derivative instrument outstanding at April 30, 2008 and
April 30, 2007 which was treated as a cash flow hedge intended for
forecasted purchases of merchandise by the Company’s Canadian
subsidiary. The change in the fair market value of the effective
hedge portion of the foreign currency forward exchange contracts was a
gain of $48,230, for the three month period ended April 30,
2008 and was recorded in other comprehensive (income) loss (see Note
12). It will be released into operations based on the timing of the
sales of the underlying inventory. The release to operations will be
reflected in cost of products sold. During the period ended April
30, 2007, the Company recorded an immaterial loss in cost of goods sold
for the remaining portion of the foreign currency forward exchange
contract that did not qualify for hedge accounting
treatment. The derivative instrument was in the form of a
foreign currency “participating forward” exchange contract. The
“participating forward” feature affords the Company full protection on the
downside and the ability to retain 50% of any gains, in exchange for a
premium at inception. Such premium is built into the contract
in the form of a different contract rate in the amount of
$0.0160.
|
Item
3.
|
Quantitative and Qualitative Disclosures About Market
Risk
|
Item
6.
|
Exhibits and
Reports on Form 8-K:
|
Reports
on Form 8-K:
|
a
-
|
On
February 6, 2008, the Company filed a Form 8-K under Item 5.02 relating to
the contract renewal between Gary A. Pokrassa and Lakeland Industries,
Inc. dated January 31, 2008.
|
b
-
|
On
February 19, 2008, the Company filed a Form 8-K under Item 8.01, relating
to the letter of intent between Qualytextil, S.A. and Lakeland Industries,
Inc.
|
c
-
|
On
February 21, 2008, the Company filed a Form 8-K under Item 1.01 relating
to the amendment to the Company’s revolving line of credit with Wachovia
Bank, N.A., dated February 15, 2008; and under Item 8.01 for the purpose
of furnishing a press release announcing the Company’s Board of Directors
authorized the repurchase of Lakeland’s outstanding
stock.
|
d
-
|
On
March 19, 2008, the Company filed a Form 8-K under Item 8.01, for the
purpose of furnishing a press release in connection with the notice it
received from the Holtzman Opportunity Fund, L.P. that it intends to
nominate two individuals for election to the Company’s Board of Directors.
Also on March 19, 2008, the Company delivered a letter to its employees in
connection with such stockholder’s
notice
|
e
-
|
On
March 31, 2008, the Company filed a Form 8-K under Item 1.01 for the
purpose of furnishing a press release announcing that on January 21, 2008,
the Company entered into an exclusive product distribution agreement with
Wesfarmers Industrial and Safety.
|
f
-
|
On
April 14, 2008, the Company filed a Form 8-K under Item 2.02 for the
purpose of furnishing a press announcing the Company's FY 2008 financial
results for the reporting period ended January 31,
2008.
|
g
-
|
On
April 16, 2008, the Company filed a Form 8-K under Item 8.01 for the
purpose of furnishing a press release calling on Seymour Holtzman to
withdraw his notice of nomination, dated March 17, 2008, in connection
with the Company’s 2008 Annual Meeting of Stockholders, and terminate his
proxy contest against the Company.
|
h
-
|
On
April 16, 2008, the Company filed a Form 8-K under Item 8.01 for the
purpose of furnishing a press release confirming that it has received a
notice from Seymour Holtzman withdrawing his notice of intent to nominate
two individuals for election at Lakeland’s 2008 annual meeting of
stockholders and advising Lakeland that he has no intent of nominating
anyone for election as a director at the 2008 annual
meeting.
|
LAKELAND INDUSTRIES,
INC.
|
|
(Registrant)
|
|
Date: June
9, 2008
|
/s/ Christopher J.
Ryan
|
Christopher
J. Ryan,
|
|
Chief
Executive Officer, President,
|
|
Secretary
and General Counsel
|
|
(Principal
Executive Officer and Authorized
Signatory)
|
|
Date:
June 9, 2008
|
/s/Gary
Pokrassa
|
Gary
Pokrassa,
|
|
Chief
Financial Officer
|
|
(Principal
Accounting Officer and Authorized
Signatory)
|