10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

(Mark one)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2023

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 Number: 0-15535

LAKELAND INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware	13-3115216
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
1525 Perimeter Parkway, Suite 325 Huntsville, AL	35806
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s telephone number, including area code) (256) 350-3873

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	LAKE	NASDAQ

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 ☒     No ☐  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☒
Non accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes☐     No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Class	Outstanding at August 31, 2023
Common Stock, $0.01 par value per share	7,364,757 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:
		Page
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Statements of Operations Three and Six Months Ended July 31, 2023 and 2022	3
	Condensed Consolidated Statements of Comprehensive Income (Loss) Three and Six Months Ended July 31, 2023 and 2022	4
	Condensed Consolidated Balance Sheets July 31, 2023 and January 31, 2023	5
	Condensed Consolidated Statements of Stockholders’ Equity Three and Six Months Ended July 31, 2023 and 2022	6
	Condensed Consolidated Statements of Cash Flows Six Months Ended July 31, 2023 and 2022	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	26
PART II - OTHER INFORMATION:
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 5.	Other Information	28
Item 6.	Exhibits	29
	Signature Pages	30

2

LAKELAND INDUSTRIES, INC.

AND SUBSIDIARIES

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

($000’s except for share and per share information)

	Three Months Ended July 31,						Six Months Ended July 31,
	2023			2022			2023			2022
Net sales	$	33,071		$	28,184		$	61,771		$	55,462
Cost of goods sold		18,888			16,557			35,144			32,779
Gross profit		14,183			11,627			26,627			22,683
Operating expenses		10,453			9,832			20,959			19,440
Operating profit		3,730			1,795			5,668			3,243
Other income (expense), net		(65	)		(42	)		(134	)		(67	)
Interest expense		(1	)		(13	)		(9	)		(22	)
Income before taxes		3,664			1,740			5,525			3,154
Income tax expense		1,199			2,610			1,740			2,895
Net income (loss)	$	2,465		$	(870	)	$	3,785		$	259
Net income (loss) per common share:
Basic	$	0.33		$	(0.11	)	$	0.52		$	0.03
Diluted	$	0.32		$	(0.11	)	$	0.50		$	0.03
Weighted average common shares outstanding:
Basic		7,409,305			7,670,636			7,340,914			7,656,470
Diluted		7,591,786			7,670,636			7,523,395			7,841,281

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

($000’s)

	Three Months Ended July 31,						Six Months Ended July 31,
	2023			2022			2023			2022
Net income (loss)	$	2,465		($870)			$	3,785		$	259
Other comprehensive income (loss):
Foreign currency translation adjustments		(909	)		(412	)		(1,627	)		(1,172	)
Comprehensive income (loss)	$	1,556		$	(1,282	)	$	2,158		$	(913	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(000’s except for share information)

ASSETS	July 31,			January 31,
	2023			2023
Current assets
Cash and cash equivalents	$	24,306		$	24,639
Accounts receivable, net of allowance for doubtful accounts of $938 and $800 at July 31, 2023 and January 31, 2023, respectively		17,680			17,296
Inventories		57,368			58,176
Prepaid VAT and other taxes		2,523			1,963
Income tax receivable and other current assets		4,454			2,908
Total current assets		106,331			104,982
Property and equipment, net		9,131			9,140
Operating leases right-of-use assets		9,086			5,472
Deferred tax assets		2,762			2,764
Other assets		115			100
Goodwill		8,473			8,473
Intangible assets, net		5,838			6,042
Investments		5,699			5,354
Total assets	$	147,435		$	142,327
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	8,376		$	6,558
Accrued compensation and benefits		3,173			2,522
Other accrued expenses		2,857			4,068
Income tax payable		696			—
Short-term borrowings		—			405
Accrued earnout agreement		2,004			3,182
Current portion of operating lease liabilities		1,538			1,253
Total current liabilities		18,644			17,988
Deferred income taxes		474			769
Long-term portion of operating lease liabilities		6,932			3,580
Total liabilities		26,050			22,337
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.01 par; authorized 1,500,000 shares (none issued)	—				—
Common stock, $0.01 par; authorized 20,000,000 shares Issued 8,721,232 and 8,655,699; outstanding 7,363,024 and 7,325,005 at July 31, 2023 and January 31, 2023, respectively		87			87
Treasury stock, at cost; 1,358,208 and 1,330,694 shares at July 31, 2023 and January 31, 2023, respectively		(19,979	)		(19,646	)
Additional paid-in capital		78,511			78,475
Retained earnings		68,084			64,765
Accumulated other comprehensive loss		(5,318	)		(3,691	)
Total stockholders’ equity		121,385			119,990
Total liabilities and stockholders’ equity	$	147,435		$	142,327

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(000’s except for share information)

																	Accumulated
											Additional						Other
	Common Stock				Treasury Stock						Paid-in			Retained			Comprehensive
	Shares		Amount		Shares			Amount			Capital			Earnings			Loss			Total
			($000’s)					($000’s)			($000’s)			($000’s)			($000’s)			($000’s)
Balance, January 31, 2022		8,555,672	$	86		(939,705	)	$	(14,206	)	$	77,826		$	62,892		$	(1,498	)	$	125,100
Net income		—		—		—			—			—			259			—			259
Other comprehensive loss		—		—		—			—			—			—			(1,172	)		(1,172	)
Stock-based compensation:
Restricted stock issued		94,908		1		—			—			—			—			—			1
Restricted Stock Plan		—		—		—			—			790			—			—			790
Return of shares in lieu of payroll withholding		—		—		—			—			(805	)		—			—			(805	)
Treasury stock purchased		—		—		(196,150	)		(3,126	)		—			—			—			(3,126	)
Balance, July 31, 2022		8,650,580	$	87		(1,135,855	)	$	(17,332	)	$	77,811		$	63,151		$	(2,670	)	$	121,047
Balance, April 30, 2022		8,635,358	$	86		(964,722	)	$	(14,612	)	$	77,555		$	64,021		$	(2,258	)	$	124,792
Net loss		—		—		—			—			—			(870	)		—			(870	)
Other comprehensive loss		—		—		—			—			—			—			(412	)		(412	)
Stock-based compensation:
Restricted stock issued		15,222		1		—			—						—			—			1
Restricted stock plan		—		—		—			—			384			—			—			384
Return of shares in lieu of payroll withholding		—		—		—			—			(128	)		—			—			(128	)
Treasury stock purchased		—		—		(171,133	)		(2,720	)		—			—			—			(2,720	)
Balance, July 31, 2022		8,650,580	$	87		(1,135,855	)	$	(17,332	)	$	77,811		$	63,151		$	(2,670	)	$	121,047
Balance, January 31, 2023		8,655,699	$	87		(1,330,694	)	$	(19,646	)	$	78,475		$	64,765		$	(3,691	)	$	119,990
Net income		—		—		—			—			—			3,785			—			3,785
Other comprehensive loss		—		—		—			—			—			—			(1,627	)		(1,627	)
Dividends		—		—		—			—			—			(466	)		-			(466	)
Stock-based compensation:
Restricted stock issued		65,533		—		—			—			—			—			—			—
Restricted stock plan		—		—		—			—			445			—			—			445
Return of shares in lieu of payroll withholding		—		—		—			—			(409	)		—			—			(409	)
Treasury stock purchased		—		—		(27,514	)		(333	)		—			—			—			(333	)
Balance, July 31, 2023		8,721,232	$	87		(1,358,208	)	$	(19,979	)	$	78,511		$	68,084		$	(5,318	)	$	121,385
Balance, April 30, 2023		8,709,256	$	87		(1,353,508	)	$	(19,922	)	$	78,543		$	65,839		$	(4,409	)	$	120,138
Net income		—		—		—			—			—			2,465			—			2,465
Other comprehensive loss		—		—		—			—			—			—			(909	)		(909	)
Dividends		—		—		—			—			—			(220	)		—			(220	)
Stock-based compensation:
Restricted stock issued		11,976	—			—			—						—			—			—
Restricted stock plan		—		—		—			—			38			—			—			38
Return of shares in lieu of payroll withholding		—		—		—			—			(70	)		—			—			(70	)
Treasury stock purchased		—		—		(4,700	)		(57	)		—			—			—			(57	)
Balance, July 31, 2023		8,721,232	$	87		(1,358,208	)	$	(19,979	)	$	78,511		$	68,084		$	(5,318	)	$	121,385

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

($000’s)

	Six Months Ended July 31,
	2023			2022
Cash flows from operating activities:
Net income	$	3,785		$	259
Adjustments to reconcile net income to net cash (used in) provided by operating activities
Provision for (recovery of) doubtful accounts		139			63
Deferred income taxes		(293	)		1,783
Depreciation and amortization		1,122			779
Stock based and restricted stock compensation		445			790
(Gain) loss on disposal of property and equipment		—			(4	)
Equity in loss of equity investment		275			129
Revaluation of earnout consideration		(1,178	)		—
(Increase) decrease in operating assets
Accounts receivable		(347	)		(1,266	)
Inventories		565			(9,531	)
Prepaid VAT and other taxes		(562	)		(48	)
Other assets		(1,683	)		(1,062	)
Increase (decrease) in operating liabilities
Accounts payable		1,499			3,013
Accrued expenses and other liabilities		114			517
Operating lease liabilities		23			4
Net cash provided by (used in) operating activities		3,904			(4,574	)
Cash flows from investing activities:
Purchases of property and equipment		(1,092	)		(449	)
Investments		(620	)		(1,891	)
Net cash (used in) investing activities:		(1,712	)		(2,340	)
Cash flows from financing activities:
Short-term borrowings (repayments)		(405	)		—
Purchase of treasury stock under stock repurchase program		(333	)		(3,126	)
Dividends paid		(466	)		—
Shares returned to pay employee taxes under restricted stock program		(409	)		(805	)
Net cash (used in) financing activities		(1,613	)		(3,931	)
Effect of exchange rate changes on cash and cash equivalents		(912	)		(663	)
Net (decrease) in cash and cash equivalents		(333	)		(11,508	)
Cash and cash equivalents at beginning of period		24,639			52,719
Cash and cash equivalents at end of period	$	24,306		$	41,211
Supplemental disclosure of cash flow information:
Cash paid for interest	$	9		$	22
Cash paid for taxes	$	1,266		$	1,872
Noncash investing and financing activities
Leased assets obtained in exchange for operating lease liabilities	$	4,099			—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7

LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

(UNAUDITED)

1.Business

Lakeland Industries, Inc. and Subsidiaries (“Lakeland,” the “Company,” “we,” “our,” or “us”), a Delaware corporation organized in April 1986, manufacture and sell a comprehensive line of industrial protective clothing and accessories for the industrial and public protective clothing market. Our products are sold globally by our in-house sales teams, our customer service group, and authorized independent sales representatives to a network of over 1,600 global safety and industrial supply distributors. Our authorized distributors supply end users, such as integrated oil, chemical/petrochemical, automobile, steel, glass, construction, smelting, cleanroom, janitorial, pharmaceutical, and high technology electronics manufacturers, as well as scientific, medical laboratories and the utilities industry. In addition, we supply federal, state and local governmental agencies and departments, such as fire and law enforcement, airport crash rescue units, the Department of Defense, the Department of Homeland Security and the Centers for Disease Control. Internationally, we sell directly to a mixture of end users and industrial distributors depending on the particular country and market. Sales are made to more than 50 countries, the majority of which were into China, countries within the European Economic Community (“EEC”), Canada, Chile, Argentina, Russia, Kazakhstan, Colombia, Mexico, Ecuador, India, Middle East and countries within Southeast Asia.

2.Basis of Presentation

The condensed consolidated financial statements of the Company are unaudited. These condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary by management to fairly state the Company’s results. Intercompany accounts and transactions have been eliminated. The results reported in these condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the entire fiscal year ending January 31, 2024, or for any future period. The January 31, 2023, Condensed Consolidated Balance Sheet data was derived from the audited Consolidated Balance Sheet, but does not include all disclosures required by accounting principles generally accepted in the United States of America (U.S. GAAP). The accompanying condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto as of January 31, 2023 and 2022, and for each of the two years in the period ended January 31, 2023, included in our most recent annual report on Form 10-K filed on April 18, 2023.

In this Form 10-Q, (a) “FY” means fiscal year; thus for example, FY24 refers to the fiscal year ending January 31, 2024, (b) “Q” refers to quarter; thus, for example, Q2 FY24 refers to the second quarter of the fiscal year ending January 31, 2024, (c) “Balance Sheet” refers to the unaudited condensed consolidated balance sheet, and (d) “Statement of Operations” refers to the unaudited condensed consolidated statement of operations.

3.Investments and Acquisitions

Bodytrak

On October 18, 2021, the Company entered into an Investment Agreement (the “Investment Agreement”) with Inova Design Solutions Ltd, a private limited company incorporated under the laws of England and Wales and headquartered in the United Kingdom, doing business as Bodytrak^® (“Bodytrak”), and the other parties thereto, pursuant to which Bodytrak agreed to issue and sell to the Company 508,905 cumulative convertible series A shares of Bodytrak (“Series A Shares”) in exchange for a payment by the Company of £2,000,000 ($2.8 million). The closing of this minority investment transaction occurred on October 18, 2021. The Series A Shares issued to the Company at the closing represented approximately 11.43% of Bodytrak’s total share capital.

On April 28, 2022, the Company, under the terms of the Investment Agreement, acquired an additional 381,679 Series A1 Shares of Bodytrak for £1,500,000 ($1.9 million). On October 26, 2022, the Company acquired an additional 254,452 Series A Shares of Bodytrak for £1,000,000 ($1.2 million). After completion of the additional investments, the Company owns 22.5% of Bodytrak’s total share capital. The investment in Bodytrak is accounted for under the equity method, given our board representation and the resulting ability to exercise significant influence. A substantial portion of our investment represents differences in our investment and our share of the underlying recognized net assets of Bodytrak. These differences are predominately attributable to non-amortizing intangible assets, including internally developed intellectual property, of Bodytrak.

8

On May 19, 2023, the Company entered into an agreement with Bodytrak to provide an additional investment up to an aggregate of £1,500,000 ($1.9 million on the date of initial investment) in the form of a secured convertible loan. An initial investment funding of £500,000 ($0.6 million on the date of investment) was made on May 19, 2023. The loaned amounts are due twenty-four months from the issue date, which can be extended upon mutual agreement. The convertible note bears interest at either an annual rate of 12% for cash interest or 15% for payment in kind interest on the outstanding amount under the note, such rate being selected by Bodytrak.

The notes can be converted into equity shares of Bodytrak under a number of conditions, including a qualified equity financing as defined in the agreement, a change of control, an IPO, default or conversion at the discretion of the Company and upon the occurrence of the specified event. The convertible note is secured by Bodytrak’s intellectual property.

Bodytrak provides wearable monitoring solutions for customers in industrial health, safety, defense and first responder markets wanting to achieve better employee health and performance. Bodytrak’s solution is provided as a platform as a service (PaaS), delivering real-time data, cloud-based analytics, and hardware that includes a patented earpiece for physiological monitoring and audio communications.

The Company recognized losses of $0.13 million and $0.1 million for the three months ended July 31, 2023 and 2022, respectively, and recognized losses of $0.3 million and $0.13 million for the six months ended July 31, 2023 and 2022, respectively, as the Company’s share of Bodytrak’s net loss. The loss is reflected in other income (expense), net in the consolidated statements of operations.

Acquisition of Eagle

On December 2, 2022, the Company acquired 100% of Eagle Technical Products Limited’s (Eagle) common stock in an all-cash transaction valued at $10.5 million, net of net working capital acquired.

Headquartered in Manchester, UK, Eagle is a leading designer and provider of protective apparel to the fire and industrial sectors. Eagle provides differentiated product offerings through its innovative and technical solutions.

Eagle’s operating results are included in our consolidated financial statements from the acquisition date. The acquisition qualified as a business combination and was accounted for using the acquisition method of accounting.

As part of the Eagle acquisition agreement, the Company agreed to pay an earnout payment equal to the amount by which Eagle’s revenue exceeds 6 million GBP for the period May 1, 2022 through April 30, 2023. The Company also agreed to pay an earnout payment equal to the amount by which Eagle’s revenue exceeds 6.3 million GBP for the period May 1, 2023 through April 30, 2024. The estimated amount of the earnout payment developed using a Monte Carlo simulation included in the preliminary valuation was $3.2 million.

Eagle did not reach the revenue threshold for the period May 1, 2022 through April 30, 2023 and received no payment for that period. Based on the revised forecast for the period May 1, 2023 through April 30, 2024, the estimated amount of the earnout payment developed using a Monte Carlo simulation is $2.0 million. The adjustment to the accrued earnout payment of $0.7 million was recorded in the quarter ended July 31, 2023 and an adjustment of $1.2 million was recorded in the six months ended July 31, 2023, and reflected as a reduction in operating expenses.

Due to the timing of the completion of the acquisition, the purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, additional information obtained regarding assets acquired and liabilities assumed, and revisions of provisional estimates of fair values, including, but not limited to, the completion of independent appraisals and valuations related to contingent consideration, inventory, contractual relationships and intangible assets. These changes to the purchase price allocation could be significant. The purchase price allocation will be finalized within the measurement period of up to one year from the acquisition date. There were no material changes to the valuation during the quarter ended July 31, 2023.

9

The following unaudited pro forma information presents our combined results as if the Eagle acquisition had occurred at the beginning of FY22. The unaudited pro forma financial information was prepared to give effect to events that are (1) directly attributable to the acquisition; (2) factually supportable; and (3) expected to have a continuing impact on the combined company’s results. There were no material transactions between the Company and Eagle during the periods presented that are required to be eliminated. The unaudited pro forma combined financial information does not reflect cost savings, operating synergies or revenue enhancements that the combined companies may achieve or the costs to integrate the operations or the costs necessary to achieve cost savings, operating synergies or revenue enhancements.

Pro forma combined financial information (Unaudited)

(in millions, except per share amounts)	Three Months Ended July 31,					Six Months Ended July 31,
	2022			2021		2022		2021
Net sales	$	28,534		$	28,212	$	56,602	$	63,051
Net income (loss)	$	(971	)	$	2,965	$	168	$	7,964
Basic earnings per share	$	(0.13	)	$	0.37	$	0.02	$	1.00
Diluted earnings per share	$	(0.13	)	$	0.36	$	0.02	$	0.98

The unaudited pro forma combined financial information is presented for information purposes only and is not intended to represent or be indicative of the combined results of operations or financial position that we would have reported had the acquisition been completed as of the date and for the periods presented and should not be taken as representative of our consolidated results of operations or financial condition following the acquisition. In addition, the unaudited pro forma combined financial information is not intended to project the future results of the combined company.

The unaudited pro forma combined financial information was prepared using the acquisition method of accounting under existing U.S. GAAP. The Company has been treated as the acquirer.

4.Inventories

Inventories consist of the following (in $000s):

	July 31, 2023			January 31, 2023
Raw materials	$	29,566		$	29,036
Work-in-process		968			952
Finished goods		32,015			32,855
Excess and obsolete adjustments		(5,181	)		(4,667	)
	$	57,368		$	58,176

10

5. Goodwill and Intangible Assets, Net

Changes in intangible assets, net, during the three and six months ended July 31, 2023, were as follows (in $000s):

Balance at February 1, 2023	$	6,042
Amortization expense		(102	)
Balance at April 30, 2023	$	5,940
Amortization expense		(102	)
Balance at July 31, 2023	$	5,838

There were no material changes to goodwill during the three and six month periods ended July 31, 2023.

6. Contract Advances

The Company receives advances under certain of its contracts for products sold by Eagle.  Those advances are considered contract liabilities with revenues recorded upon delivery of promised goods to customers.  These advances are included in Other Accrued Expenses on the Company’s consolidated balance sheet.  The following is a roll-forward of the advances from January 31, 2023 through July 31, 2023 (in $000s):

Contract liability – January 31, 2023	$	1,627
Increases to contract liability		271
Decreases to contract liability		(1,672	)
Contract liability – July 31, 2023	$	226

7. Long-Term Debt

Revolving Credit Facility

On June 25, 2020, the Company entered into a Loan Agreement with Bank of America (“Lender”). The Loan Agreement, as amended to date (the “Loan Agreement”), provides the Company with a secured $25.0 million revolving credit facility, which includes a $5.0 million letter of credit sub-facility. The Company may request from time to time an increase in the revolving credit loan commitment of up to $5.0 million (for a total commitment of up to $30.0 million). Borrowing pursuant to the revolving credit facility is subject to a borrowing base amount calculated as (a) 80% of eligible accounts receivable, as defined, plus (b) 50% of the value of acceptable inventory, as defined, minus (c) certain reserves as the Lender may establish for the amount of estimated exposure, as reasonably determined by the Lender from time to time, under certain interest rate swap contracts. The borrowing base limitation only applies during periods when the Company’s quarterly funded debt to EBITDA ratio, as defined, exceeds 2.00 to 1.00. The Loan Agreement permits, without the prior consent of the Lender, acquisitions of a business or its assets by the Company or its subsidiaries if there is no default under the Loan Agreement and the aggregate consideration does not exceed $7.5 million for any individual acquisition or $15.0 million on a cumulative basis for all such acquisitions. On March 3, 2023, the Company changed the benchmark interest rate in the credit facility from LIBOR to the Secured Overnight Financing Rate (“SOFR”). The credit facility will mature on June 25, 2025.

As of July 31, 2023, the Company had no borrowings outstanding on the letter of credit sub-facility and no borrowings outstanding under the revolving credit facility.

Borrowings in UK

There were $0 and $0.4 million in borrowings outstanding under the Company’s credit facility with HSBC Bank at July 31, 2023 and January 31, 2023.

8. Concentration of Risk

Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents and trade receivables. Concentration of credit risk with respect to trade receivables is generally diversified due to the large number of entities comprising the Company’s customer base and their dispersion across geographic areas, principally within the United States. The Company routinely addresses the financial strength of its customers and, as a consequence, believes that its receivable credit risk exposure is limited. The Company does not require customers to post collateral.

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The Company’s foreign financial depositories are Bank of America; China Construction Bank; Bank of China; China Industrial and Commercial Bank; HSBC (UK); Rural Credit Cooperative of Shandong; Postal Savings Bank of China; Punjab National Bank; HSBC in India, Argentina and UK; Raymond James in Argentina; TD Canada Trust; Banco Itaú S.A., Banco Credito Inversione in Chile; Banco Mercantil Del Norte SA in Mexico; ZAO KB Citibank Moscow in Russia, and JSC Bank Centercredit in Kazakhstan. The Company monitors its financial depositories by their credit rating, which varies by country. In addition, cash balances in banks in the United States of America are insured by the Federal Deposit Insurance Corporation, subject to certain limitations. There was approximately $1.6 million total included in the U.S. bank accounts and approximately $22.6 million total in foreign bank accounts as of July 31, 2023, of which $23.5 million was uninsured.

Major Customer

No customer accounted for more than 10% of net sales during the three and six-month periods ended July 31, 2023 and 2022.

Major Supplier

No vendor accounted for more than 10% of purchases during the three and six-month periods ended July 31, 2023 and 2022.

9. Stockholders’ Equity

On June 21, 2017, the stockholders of the Company approved the Lakeland Industries, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The executive officers and all other employees and directors of the Company, including its subsidiaries, are eligible to participate in the 2017 Plan. The 2017 Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”), except that with respect to all non-employee directors, the Committee shall be deemed to include the full Board. The 2017 Plan provides for the grant of equity-based compensation in the form of stock options, restricted stock, restricted stock units, performance shares, performance units, or stock appreciation rights (“SARs”).

On June 16, 2021, the stockholders of the Company approved Amendment No. 1 (the “Amendment”) to the 2017 Plan. The Amendment increases the number of shares of common stock, par value $0.01 per share, of the Company reserved for issuance under the 2017 Plan by 480,000 shares.

An aggregate of 840,000 shares of the Company’s common stock are authorized for issuance under the 2017 Plan, as amended, subject to adjustment as provided in the 2017 Plan for stock splits, dividends, distributions, recapitalizations and other similar transactions or events. If any shares subject to an award are forfeited, expire, lapse or otherwise terminate without issuance of such shares, such shares shall, to the extent of such forfeiture, expiration, lapse or termination, again be available for issuance under the 2017 Plan.

The Company recognized total stock-based compensation costs, which are reflected in operating expenses (in $000’s):

	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2022		2023		2022
2017 Plan:
Total restricted stock and stock option programs	$	38	$	384	$	445	$	790
Total income tax expense recognized for stock-based compensation arrangements	$	8	$	81	$	94	$	166

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Restricted Stock and Restricted Stock Units

Under the 2017 Plan, as described above, the Company awarded performance-based and service-based shares of restricted stock and restricted stock units to eligible employees and directors. The following table summarizes the activity under the 2017 Plan for the six months ended July 31, 2023 and 2022. This table reflects the amount of awards granted at the number of shares that would be vested if the Company were to achieve the maximum performance level under the June 2021, April 2022, June 2022 and April 2023 grants.

	Performance- Based			Service-Based			Total			Weighted Average Grant Date Fair Value
Outstanding at January 31, 2023		127,480			40,665			168,145		$	22.95
Awarded		64,953			105,818			170,771		$	14.20
Vested		(71,202	)		(24,603	)		(95,805	)	$	14.90
Forfeited		(32,112	)		(28,518	)		(60,630	)
Outstanding at July 31, 2023		89,119			93,362			182,481		$	19.49

	Performance- Based			Service-Based			Total			Weighted Average Grant Date Fair Value
Outstanding at January 31, 2022		232,838			14,970			247,808		$	20.89
Awarded		33,492			53,082			86,574		$	18.17
Vested		(119,164	)		(22,669	)		(141,833	)
Forfeited		—			—			—
Outstanding at July 31, 2022		147,166			45,383			192,549		$	19.66

The actual number of shares of common stock of the Company, if any, to be earned by the award recipients is determined over a three-year performance measurement period based in part on measures that include Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) margin, revenue growth, and free cash flow for the June 2021 grants and revenue growth and EBITDA margin for the April 2022 and June 2022 grants and revenue growth, EBITDA margin and return on invested capital for the April 2023 grants. The performance targets have been set for each of the Minimum, Target, and Maximum levels. The actual performance amount achieved is determined by the Committee and may be adjusted for items determined to be unusual in nature or infrequent in occurrence at the discretion of the Committee.

The compensation cost is based on the fair value at the grant date, recognized over the requisite performance/service period using the straight-line method, and periodically adjusted for the probable number of shares to be awarded. As of July 31, 2023, unrecognized stock-based compensation expense totaled $1.9 million pursuant to the 2017 Plan based on outstanding awards under the 2017 Plan. This expense is expected to be recognized over approximately two years.

Stock Repurchase Program

On February 17, 2021, the Company’s Board of Directors approved a stock repurchase program under which the Company may repurchase up to $5 million of its outstanding common stock. On July 6, 2021, the Board of Directors authorized an increase in the Company’s stock repurchase program of up to an additional $5 million of its outstanding common stock. On April 7, 2022, the Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $5 million of its outstanding common stock, which became effective upon the completion of the prior share repurchase program. On December 1, 2022, the Board of Directors authorized an increase in the Company’s stock repurchase program, under which the Company may repurchase up to an additional $5 million of its outstanding common stock.

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Shares repurchased during the three months ended July 31, 2023 totaled 4,700 shares at a cost of $57,000, leaving $5.0 million remaining under the share repurchase program at July 31, 2023. The share repurchase program has no expiration date but may be terminated by the Board of Directors at any time.

10. Income Taxes

The Company’s provision for income taxes for the three and six months ended July 31, 2023 and 2022 is based on the estimated annual effective tax rate, in addition to discrete items.

The Company’s effective tax rate for the second quarter of FY24 was 32.7% which differs from the U.S. federal statutory rate of 21% primarily due to rate differentials in foreign tax jurisdictions and Global Intangible Low-Taxed Income (“GILTI”). The Company’s effective tax rate for the second quarter of FY23 was 149.9%. The Company changed its permanent reinvestment assertions for its Chinese operations during the second quarter of FY23 due to increased volatility of the Chinese yuan and an updated evaluation of investment strategies. The Company recorded $2 million in withholding taxes for a planned repatriation. Excluding this discrete expense, the effective rate was 35.0%, which differs from the U.S. federal statutory rate of 21%, primarily due to rate differentials in foreign tax jurisdictions and state income taxes.

The Company’s effective tax rate for the six months ended July 31, 2023 was 31.5%, which differs from the U.S. federal statutory rate of 21%, primarily due to rate differentials in foreign tax jurisdictions and GILTI. The Company’s effective tax rate for the six months ended July 31, 2022 was 91.8%. In addition to the $2 million discrete item above, in Q1 FY23, the Company recorded deferred tax benefits of $0.2 million related to accruals for China social taxes based on our evaluation of the deductibility of these items. Excluding these discrete items, the effective rate was 34.1%, which differs from the U.S. federal statutory rate of 21% primarily due to rate differentials in foreign tax jurisdictions and GILTI.

The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. The valuation allowance was $3.6 million at July 31, 2023 and January 31, 2023.

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11. Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share as follows (in $000s except per share amounts):

	Three Months Ended July 31,					Six Months Ended July 31,
	2023		2022			2023		2022
Numerator:
Net income (loss)	$	2,465	$	(870	)	$	3,785	$	259
Denominator:
Denominator for basic net income (loss) per share (weighted-average shares which exclude shares in the treasury, 1,358,208 and 1,135,855 at July 31, 2023 and  2022, respectively		7,409,305		7,670,636			7,340,914		7,656,470
Effect of dilutive securities from restricted stock plan		182,481		—			182,481		184,811
Denominator for diluted net income (loss) per share (adjusted weighted average shares)		7,591,786		7,670,636			7,523,395		7,841,281
Basic net income (loss) per share	$	0.33	$	(0.11	)	$	0.52	$	0.03
Diluted net income (loss) per share	$	0.32	$	(0.11	)	$	0.50	$	0.03

12. Contingencies

Certain conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s management and legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been or is probable of being incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

General litigation contingencies

The Company is involved in various litigation proceedings arising during the normal course of business which, in the opinion of the management of the Company, will not have a material effect on the Company’s financial position, results of operations or cash flows; however, there can be no assurance as to the ultimate outcome of these matters. As of July 31, 2023, to the best of the Company’s knowledge, there were no significant outstanding claims or litigation.

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13. Segment Reporting

We manage our operations by evaluating each of our geographic locations. Our US operations include a facility in Alabama (primarily the distribution to customers of the bulk of our products). The Company also maintains one manufacturing company in China (primarily disposable and chemical suit production), a manufacturing facility in Mexico (primarily disposable, reflective, fire service and chemical suit production), a manufacturing facility in Vietnam (primarily disposable production) and a small manufacturing facility in India. Our China facilities produce the majority of the Company’s products, and China generates a significant portion of the Company’s international revenues. We evaluate the performance of these entities based on operating profit, which is defined as income before income taxes, interest expense and other income and expenses. We have sales forces in the USA, Canada, Mexico, Europe, Latin America, India, Russia, Kazakhstan and China, which sell and distribute products shipped from the United States, Mexico, India or China.

The table below represents information about reported segments for the three and six month periods noted therein:

	Three Months Ended July 31,						Six Months Ended July 31,
	(in millions of dollars)						(in millions of dollars)
	2023			2022			2023			2022
Net Sales:
USA Operations (including Corporate)	$	16.55		$	13.43		$	30.16		$	25.68
Other foreign		3.22			2.43			6.30			4.62
Europe (UK)		5.40			1.88			9.42			3.85
Mexico		2.37			1.50			3.61			2.74
Asia		10.91			19.32			22.03			33.98
Canada		2.03			2.26			4.56			4.53
Latin America		4.61			2.55			7.79			4.45
Less intersegment sales		(12.02	)		(15.19	)		(22.10	)		(24.39	)
Consolidated sales	$	33.07		$	28.18		$	61.77		$	55.46
External Sales:
USA Operations (including Corporate)	$	15.21		$	11.90		$	27.49		$	23.13
Other foreign		1.97			1.83			4.24			3.64
Europe (UK)		5.31			1.88			9.33			3.85
Mexico		1.09			1.06			1.89			1.91
Asia		2.96			6.74			6.63			13.98
Canada		2.04			2.26			4.56			4.53
Latin America		4.49			2.51			7.63			4.42
Consolidated external sales	$	33.07		$	28.18		$	61.77		$	55.46

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Intersegment Sales:
USA Operations (including Corporate)	$	1.32	$	1.53	$	2.66	$	2.55
Other foreign		1.25		0.60		2.07		0.98
Europe (UK)		0.09		—		0.09		—
Mexico		1.28		0.44		1.72		0.83
Asia		7.96		12.58		15.40		20.00
Canada		—		—		0.01		—
Latin America		0.12		0.04		0.15		0.03
Consolidated intersegment sales	$	12.02	$	15.19	$	22.10	$	24.39

	Three Months Ended July 31,						Six Months Ended July 31,
	(in millions of dollars)						(in millions of dollars)
	2023			2022			2023			2022
Operating Profit (Loss):
USA Operations (including Corporate)	$	1.16		$	(1.24	)	$	(0.65	)	$	(3.30	)
Other foreign		0.56			(0.07	)		1.22			0.14
Europe (UK)		0.38			(0.36	)		0.59			(0.62	)
Mexico		(0.47	)		(0.07	)		(0.86	)		(0.61	)
Asia		1.03			3.40			1.88			5.95
Canada		0.21			0.32			0.66			0.95
Latin America		1.19			0.54			2.07			0.84
Intersegment profit (loss)		(0.33	)		(0.72	)		0.76			(0.11	)
Consolidated operating profit	$	3.73		$	1.80		$	5.67		$	3.24

	July 31, 2023		January 31, 2023
	(in millions of dollars)
Total Assets Less Intersegment:
USA Operations (including Corporate)	$	70.18	$	64.33
Other foreign		9.76		9.24
Europe (UK)		11.42		12.53
Mexico		5.54		5.32
Asia		32.15		35.64
Canada		7.62		5.81
Latin America		10.77		9.30
Consolidated assets	$	147.44	$	142.17

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The table below presents external sales by product line:

	Three Months Ended July 31, (in millions of dollars)				Six Months Ended July 31, (in millions of dollars)
	2023		2022		2023		2022
External Sales by product lines:
Disposables	$	12.55	$	12.72	$	24.91	$	27.22
Chemical		5.26		7.16		10.71		12.27
Fire Service		9.00		2.98		14.47		5.67
Gloves		0.49		0.55		1.20		1.09
High Visibility		1.58		1.34		2.73		2.94
High Performance Wear		1.47		1.11		2.74		2.48
Wovens		2.72		2.32		5.01		3.79
Consolidated external sales	$	33.07	$	28.18	$	61.77	$	55.46

14. Subsequent Events

On August 1, 2023, the Company’s Board of Directors declared a quarterly cash dividend. The quarterly dividend of $0.03 per share or approximately $0.2 million, was paid on August 22, 2023, to stockholders of record as of August 15, 2023.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The following discussion and analysis should be read in conjunction with the historical financial statements and other financial information included elsewhere in this quarterly report on Form 10-Q. This Form 10-Q may contain certain forward-looking statements. When used in this Form 10-Q or in any other presentation, statements which are not historical in nature, including the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “project”, “plan,” “seek,” “will,” “may,” “might,” “would,” “could” and similar expressions, are intended to identify forward-looking statements. They also include statements containing a projection of sales, earnings or losses, capital expenditures, dividends, capital structure or other financial terms and expectations with respect to the timing and intended use for our planned manufacturing expansion.

The forward-looking statements in this Form 10-Q are based upon our management’s beliefs, assumptions and expectations of our future operations and economic performance, taking into account the information currently available to us. These statements are not statements of fact. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. Some of the important factors that could cause our actual results, performance or financial condition to differ materially from expectations are:

· we are subject to risk as a result of our international manufacturing operations and are subject to the risk of doing business in foreign countries, particularly in China and Vietnam, which could affect our ability to manufacture or sell our products, obtain products from foreign suppliers or control the costs of our products;

· we identified a material weakness in our internal control over accounting for foreign currency exchange and foreign currency translation and remeasurement related to our international subsidiaries that could adversely affect our results of operations, our stock price and investor confidence in our Company;

· a terrorist attack, other geopolitical crisis, or widespread outbreak of an illness or other health issue, such as the COVID-19 pandemic, could negatively impact our domestic and/or international operations;

· our results of operations could be negatively affected by potential fluctuations in foreign currency exchange rates;

· the implementation of our Enterprise Resource Planning (“ERP”) system had, and may in the future as we implement ERP into foreign operations have, an adverse effect on operating results;

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· global supply chain constraints have led to inflation in prices of some fabrics we acquire, as well as labor and operating costs, and further pricing increases may result in a decline in our future profitability;

· we have manufacturing and other operations in China which may be adversely affected by tariff wars and other trade maneuvers;

· the failure to optimize the Company’s manufacturing capacity may have an adverse impact on our business and operations;

· our results of operations may vary widely from quarter to quarter;

· disruption in our supply chain, manufacturing or distribution operations could adversely affect our business;

· climate change and other sustainability matters may adversely affect our business and operations;

· some of our sales are to foreign buyers, which exposes us to additional risks;

· we deal in countries where corruption is an obstacle;

· we are exposed to U.S. and foreign tax risks;

· because we do not have long-term commitments from many of our customers, we must estimate customer demand, and errors in our estimates could negatively impact our inventory levels and net sales;

· we face competition from other companies, a number of which have substantially greater resources than we do;

· our operations are substantially dependent upon key personnel;

· cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential information and adversely impact our reputation and results of operations;

· we may be subject to product liability claims, and insurance coverage could be inadequate or unavailable to cover these claims;

· environmental laws and regulations may subject us to significant liabilities;

· provisions in our restated certificate of incorporation and by-laws and Delaware law could make a merger, tender offer or proxy contest difficult;

· we may not achieve the expected benefits from strategic acquisitions, investments, joint ventures, capital investments and other corporate transactions that we have pursued or may pursue;

· we may need additional funds, and if we are unable to obtain these funds, we may not be able to expand or operate our business as planned;

· adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations;

· rapid technological change could negatively affect sales of our products, inventory levels and our performance; and,

· the other factors referenced in this Form 10-Q, including, without limitation, in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the factors described under “Risk Factors” disclosed in our fiscal 2023 Form 10-K.

We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements which are based on current expectations. Furthermore, forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements after the date of this Form 10-Q, whether as a result of new information, future events or otherwise, except as may be required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Form 10-Q might not occur. We qualify any and all of our forward-looking statements entirely by these cautionary factors.

Business Overview

We manufacture and sell a comprehensive line of industrial protective clothing and accessories for the industrial and public protective clothing market. Our products are sold globally by our in-house sales teams, our customer service group, and authorized independent sales representatives to a network of over 1,600 global safety and industrial supply distributors. Our authorized distributors supply end users, such as integrated oil, chemical/petrochemical, automobile, steel, glass, construction, smelting, cleanroom, janitorial, pharmaceutical, and high technology electronics manufacturers, as well as scientific, medical laboratories and the utilities industry. In addition, we supply federal, state and local governmental agencies and departments, such as fire and law enforcement, airport crash rescue units, the Department of Defense, the Department of Homeland Security and the Centers for Disease Control. Internationally, we sell to a mixture of end users directly and to industrial distributors depending on the particular country and market. In addition to the United States, sales are made to more than 50 foreign countries, the majority of which were in China, the European Economic Community (“EEC”), Canada, Chile, Argentina, Russia, Kazakhstan, Colombia, Mexico, Ecuador, India, Middle East and Southeast Asia.

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We have operated facilities in Mexico since 1995 and in China since 1996. Beginning in 1995, we moved the labor-intensive sewing operation for our limited use/disposable protective clothing lines to these facilities. Our facilities and capabilities in China and Mexico allow access to a less expensive labor pool than is available in the United States and permit us to purchase certain raw materials at a lower cost than they are available domestically. During Q2 FY24, the Company was impacted by tariff costs on certain products imported from China. The Company has been able to pass along a portion of these costs to its customers.  We added manufacturing operations in Vietnam and India to offset increasing manufacturing costs in China and further diversify our manufacturing capabilities. Our China operations will continue primarily manufacturing for the Chinese market and other markets where duty advantages exist. Due to damage recently experienced at our newly leased Monterrey site we are currently evaluating our leasehold improvement buildout schedule which may impact our go-live production timing. The Company believes it has global capacity to support its operations for the foreseeable future.

On December 2, 2022, the Company acquired UK-based Eagle Technical Products Limited (“Eagle”) in an all-cash transaction valued at approximately $10.5 million, subject to post-closing adjustments and potential future earnout payments. The acquisition enhances Lakeland’s product portfolio, particularly within fire service protective clothing and expands its sales presence in the Middle East and Europe. 

Our net sales attributable to customers outside the United States were $17.9 million and $16.4 million for the three months ended July 31, 2023 and 2022, respectively and $34.3 million and $32.4 million for the six months ended July 31, 2023 and 2022, respectively.

We are continually monitoring the potential financial impact of the Russian invasion of Ukraine on our operations.  For the first half of FY24, sales in Russia were approximately 3.3% of our consolidated sales and sales into Ukraine were not significant.  We do not have any capital assets in Russia.

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Results of Operations

Three Months ended July 31, 2023, Compared to the Three Months Ended July 31, 2022

The economy has been impacted by certain macroeconomic challenges which have contributed to a rising inflationary trend that has impacted both our revenues and costs globally, and which we expect will continue into the foreseeable future.  If our costs become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases.  There can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the future.

Net Sales. Net sales were $33.1 million for the three months ended July 31, 2023, an increase of $4.9 million or 17.4% compared to $28.2 million for the three months ended July 31, 2022.  Sales of our fire service, high performance, high visibility and woven product lines increased by $7.0 million reflecting strengthening in the industrial markets. Eagle contributed $3.5 million in fire service sales during the quarter.  Our sales were negatively impacted by declines in our disposable and chemical product lines by $1.9 million though we were seeing an increase in direct container activity at the end of the second quarter.

Gross Profit. Gross profit for the three months ended July 31, 2023 was $14.2 million, an increase of $2.6 million, or 22.4%, compared to $11.6 million for the three months ended July 31, 2022. Gross profit as a percentage of net sales increased to 42.9% for the three-month period ended July 31, 2023, from 41.3% for the three months ended July 31, 2022. Gross profit performance in current period benefited from higher factory utilization and an improving product mix.  Major factors driving the increase in gross margins in the three months ended July 31, 2023, were:

· Change in product mix during the current quarter with a decline in disposable and chemical sales.

· Decreases in transportation costs.

Operating Expense. Operating expenses increased 6.1% from $9.8 million for the three months ended July 31, 2022 to $10.4 million for the three months ended July 31, 2023. This increase is attributable to increases in selling expenses,  travel and trade show expenses, administrative expenses and currency fluctuations.  Currency fluctuations accounted for $0.3 million of the increases due primarily to the fluctuation in the Chinese yuan and Argentine peso.  During the quarter ended July 31, 2023, the Company evaluated the earnout consideration accrual related to the Eagle acquisition and reduced the accrual by $0.7 million, which was recorded as a reduction in operating expenses.  Severance costs of $0.4 million were partially offset by the impact of forfeitures of equity awards on equity compensation expense.  Operating expenses as a percentage of net sales was 31.6% for the three months ended July 31, 2023, an improvement from 34.8% for the three months ended July, 2022 primarily due to increased revenue. 

Operating Profit. Operating profit increased to $3.7 million for the three months ended July 31, 2023 from $1.8 million for the three months ended July 31, 2022, due to the impacts detailed above. Operating margins were 11.2% for the three months ended July 31, 2023, as compared to 6.4% for the three months ended July 31, 2022.

Income Tax Expense. Income tax expense consists of federal, state and foreign income taxes. Income tax expense was $1.2 million for the three months ended July 31, 2023, compared to $2.6 million for the three months ended July 31, 2022. The Company changed its permanent reinvestment assertions for its Chinese operations during the second quarter of FY23 due to increased volatility of the Chinese yuan and an updated evaluation of investment strategies. The Company recorded $2 million in withholding taxes for a planned repatriation during FY23 and FY24. The effective rate for the three months ended July 31 2023, was 32.7%. The effective rate for the three months ended July 31, 2022 was 149.9%. Excluding the discrete item above, the effective rate for the three months ended July 31, 2022 was 35.0%.

Net Income (Loss). Net income for the three months ended July 31, 2023 was $2.5 million an increase of $3.4 million from net loss of $0.9 million for the three months ended July 31, 2022.  The increase was due to the factors discussed above.

Six Months ended July 31, 2023, Compared to the Six Months Ended July 31, 2022

Net Sales. Net sales were $61.8 million for the six months ended July 31, 2023 as compared to $55.5 million for the six months ended July 31, 2022, an increase of 11.4%.  Our fire service and wovens product lines increased by $10.0 million in the period due to strengthening in those markets and the impact of Eagle which contributed $5.5 million in sales. Sales of our disposable and chemical product lines declined by $3.9 million in the first half of the year due to reduction in direct container sales driven by diminishing COVID-19 demand and continued softness in demand for industrial applications.

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Gross Profit. Gross profit was $26.6 million for the six months ended July 31, 2023, an increase of $3.9 million, or 17.2%, from $22.7 million for the six months ended July 31, 2022. Gross profit as a percentage of net sales increased to 43.1% for the six months ended July 31, 2023, from 40.9% for the six months ended July 31, 2022. Major factors driving gross margins were:

· Increased sales in our strategic product lines.

· Reduced manufacturing costs due to increased throughput.

· Reduction in freight costs.

Operating Expense. Operating expenses increased $1.6 million, or 8.2%, to $21.0 million for the six months ended July 31, 2023 from $19.4 million for the six months ended July 31, 2022. Operating expenses as a percentage of net sales was 33.9% for the six months ended July 31, 2023, down from 35% for the six months ended July 31, 2022. The decreased percentage is primarily due to increased revenue. Selling expenses were higher by $0.6 million due to increases in sales commissions freight out and higher travel, advertising and trade show expenses as COVID-19 restrictions have lifted.  General and administrative expenses increased by $1.5 million. with currency fluctuations accounting for $0.4 million of the increase due to the strengthening of the U.S. dollar primarily against the Chinese yuan and Argentine peso.  The remaining increase was due to increases in compensation, professional fees and intangibles amortization.  The Company evaluated the earnout consideration accrual related to the Eagle acquisition and reduced the accrual by $1.2 million, which was recorded as a reduction in operating expenses.  Severance costs of $0.7 million were partially offset by $0.3 million of forfeitures of equity awards on equity compensation expense recorded in the six months ended July 31, 2023. 

Operating Profit. Operating profit increased to $5.7 million for the six months ended July 31, 2023 from $3.2 million for the six months ended July 31, 2022, due to the impacts detailed above. Operating margins were 9.2% for the six months ended July 31, 2023, as compared to 5.8% for the six months ended July 31, 2022.

Income Tax Expense. Income tax expense consists of federal, state and foreign income taxes. Income tax expense was $1.7 million for the six months ended July 31, 2023, compared to $2.9 million for the six months ended July 31, 2022.

In Q2 FY23, the Company changed its permanent reinvestment assertions for its Chinese operations due to increased volatility of the Chinese yuan and geopolitical uncertainties.  The Company recorded $2 million in withholding taxes for a planned repatriation during FY23. In Q1 FY23, the Company recorded deferred tax benefits of $0.2 million related to accruals for China social taxes.  Excluding these discrete items the Company’s effective rate was 31.5% and 34.1% for the six months ended July 31, 2023 and 2022, respectively.

Net Income (Loss). Net income increased by $3.5 million to $3.8 million for the six months ended July 31, 2023 from $0.3 million for the six months ended July 31, 2022.

Significant Balance Sheet Fluctuation July 31, 2023, Compared to January 31, 2023

Cash decreased by $0.3 million due to $3.3 million in investing and financing activities and a reduction in cash of $0.9 million due to currency fluctuations, primarily the Chinese yuan.  The uses of cash were offset by $3.9 million in cash provided by operating activities.

The Company invested $1.1 million for the six months ended July 31, 2023 in manufacturing equipment purchases and made an additional investment in Bodytrak of $0.6 million.

Net cash used in financing activities was $1.6 million for the six months ended July 31, 2023, due to $0.5 million in dividends paid, $0.3 million in shares repurchased, $0.4 million repayments of short term borrowings and $0.4 million in shares returned to pay income taxes on shares vested under our equity compensation program. 

Capital expenditures for the three and six months ended July 31, 2023 were $0.4 million and $1.1 million, respectively.

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Liquidity and Capital Resources

At July 31, 2023, cash and cash equivalents were approximately $24.3 million and working capital was approximately $87.7 million. Cash and cash equivalents decreased $0.3 million and working capital increased $0.7 million from January 31, 2023.

Of the Company’s total cash and cash equivalents of $24.3 million as of July 31, 2023, cash held in Latin America of $2.7 million, cash held in Russia and Kazakhstan of $0.9 million, cash held in the UK of $2.4 million, cash held in India of $0.8 million, cash held in Hong Kong of $0.4 million and cash held in Vietnam of $0.8 million would not be subject to additional US tax in the event such cash was repatriated due to the change in the US tax law as a result of the December 22, 2017 enactment of the 2017 Tax Cuts and Jobs Act (the “Tax Act”). When the Company repatriates cash from China, of the $10.6 million balance at July 31, 2023 there could be an additional 10% withholding tax incurred in that country. The Company expects to repatriate cash from China during FY 24, and in anticipation of doing so, has accrued a withholding tax expense of $0.5 million as of July 31, 2023.

Net cash provided by operating activities of $3.9 million for the six months ended July 31, 2023 was primarily due net income of $4.3 million, non-cash items of $0.5 million for deferred taxes, depreciation and amortization, stock compensation and reduction in the accrued Eagle earnout, offset by net increase in working capital of $0.7 million.  Net cash used in investing activities of $1.7 million for the six months ended July 31, 2023 reflects manufacturing equipment purchases and the additional investment in Bodytrak of $0.6 million. Net cash used in financing activities was $1.6 million for the six months ended July 31, 2023, due to $0.5 million in dividends, $0.3 million in shares repurchased under our share repurchase program, $0.4 million of repayment of short-term borrowings, and shares returned to pay income taxes on shares vested under our equity compensation program.

We believe our current cash balance and cashflow from operations will be sufficient to satisfy our projected working capital and planned capital expenditures for the foreseeable future.  However, our liquidity assumptions may prove to be incorrect, and we could utilize our available financial resources sooner than we currently expect.

On June 25, 2020, we entered into a Loan Agreement with Bank of America (“Lender”). The Loan Agreement, as amended to date  (the “Loan Agreement”), provides the Company with a secured $25.0 million revolving credit facility, which includes a $5.0 million letter of credit sub-facility. The Company may request from time to time an increase in the revolving credit loan commitment of up to $5.0 million (for a total commitment of up to $30.0 million). Borrowing pursuant to the revolving credit facility is subject to a borrowing base amount calculated as (a) 80% of eligible accounts receivable, as defined, plus (b) 50% of the value of acceptable inventory, as defined, minus (c) certain reserves as the Lender may establish for the amount of estimated exposure, as reasonably determined by the Lender from time to time, under certain interest rate swap contracts. The borrowing base limitation only applies during periods when the Company’s quarterly funded debt to EBITDA ratio, as defined, exceeds 2.00 to 1.00. The Loan Agreement permits, without the prior consent of the Lender, acquisitions of a business or its assets by the Company or its subsidiaries if there is no default under the Loan Agreement and the aggregate consideration does not exceed $7.5 million for any individual acquisition or $15.0 million on a cumulative basis for all such acquisitions. The credit facility will mature on June 25, 2025.

Per the terms of the Loan Agreement, borrowings under the revolving credit facility bear interest at a rate per annum equal to the sum of the one-month LIBOR Daily Floating Rate (“LIBOR”) plus 125 basis points. LIBOR is subject to a floor of 100 basis points. On March 3, 2023, the Company changed the benchmark interest rate in our credit facility from LIBOR to the Secured Overnight Financing Rate (“SOFR”). All outstanding principal and unpaid accrued interest under the revolving credit facility is due and payable on the maturity date. On a one-time basis, and subject to there not existing an event of default, the Company may elect to convert up to $5.0 million of the then outstanding principal of the revolving credit facility to a term loan facility with an assumed amortization of 15 years and the same interest rate and maturity date as the revolving credit facility. The Loan Agreement provides for an annual unused line of credit commitment fee, payable quarterly, of 0.25%, based on the difference between the total credit line commitment and the average daily amount of credit outstanding under the facility during the preceding quarter.

The Loan Agreement requires the Company to maintain a Funded Debt to EBITDA (as each such term is defined in the Loan Agreement) ratio of 3.0 to 1.0 or less and a Basic Fixed Charge Coverage Ratio (as defined in the Loan Agreement) of at least 1.15 to 1.0. The Loan Agreement also contains customary covenants, including covenants that, among other things, limit or restrict the Company’s and/or the Company’s subsidiaries’ ability, subject to certain exceptions and qualifications, to incur liens or indebtedness, pay dividends, or merge, consolidate or sell or otherwise transfer assets.  The Company was in compliance with all of its debt covenants as of July 31, 2023.

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Stock Repurchase Program. On February 17, 2021, the Company’s Board of Directors approved a stock repurchase program under which the Company may repurchase up to $5 million of its outstanding common stock. On July 6, 2021, the Board of Directors authorized an increase in the Company’s stock repurchase program, under which the Company may repurchase up to an additional $5 million of its outstanding common stock.   On April 7, 2022, the Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $5 million of its outstanding common stock, which became effective upon the completion of the prior share repurchase program.  On December 1, 2022, the Board of Directors authorized an increase in the Company’s stock repurchase program, under which the Company may repurchase up to an additional $5 million of its outstanding common stock.

Shares repurchased in the three months ended July 31, 2023 totaled 4,700 shares at a cost of $57,000, leaving approximately $5.0 million remaining under the share repurchase program at July 31, 2023.  The share repurchase program has no expiration date but may be terminated by the Board of Directors at any time.

On February 1, 2023, the Board of Directors declared a quarterly cash dividend as part of initiating a recurring quarterly dividend program. The initial quarterly dividend of $0.03 per share was paid on February 22, 2023, to stockholders of record as of February 15, 2023.

On May 1, 2023, the Board of Directors declared a quarterly cash dividend. The quarterly dividend of $0.03 per share was paid on May 22, 2023, to stockholders of record as of May 15, 2023.

On August 1, 2023, the Board of Directors declared a quarterly cash dividend. The quarterly dividend of $0.03 per share was paid on August 22, 2023, to stockholders of record as of August 15, 2023.

Capital Expenditures. Our capital expenditures for the six months ended July 31, 2023 of $1.1 million principally relate to capital purchases for our new manufacturing facilities in Monterrey, Mexico.  We anticipate FY24 capital expenditures to be approximately $2.0 million as we invest in strategic capacity expansion and replace existing equipment in the normal course of operations.  We expect to fund the capital expenditures from our cash flow from operations.  The Company may also expend funds in connection with potential acquisitions. 

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. A summary of our significant accounting policies is included in Note 1 to our consolidated financial statements in our fiscal year 2023 Form 10-K. Certain of our accounting policies are considered critical, as these policies are the most important to the depiction of our financial statements and require significant, difficult, or complex judgments, often employing the use of estimates about the effects of matters that are inherently uncertain. Such policies are summarized in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in our 2023 Form 10-K. There have been no significant changes in the application of our critical accounting policies during the six months ended July 31, 2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item and therefore, no disclosure is required under Item 3 for the Company.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of July 31, 2023. The term “disclosure controls and procedures” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of July 31, 2023, our disclosure controls and procedures were not effective because of the material weakness in internal control over financial reporting described below.

Notwithstanding the ineffective disclosure controls and procedures as a result of the identified material weakness described below, management has concluded that the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial position, results of operations and cash flows in accordance with U.S. generally accepted accounting principles.

Material Weakness in Internal Control over Financial Reporting

As previously disclosed in our 2023 Form 10-K, management identified certain deficiencies in the Company’s internal control over financial reporting that aggregated to a material weakness related to its foreign subsidiary currency translation or remeasurement to ensure the foreign subsidiary’s account balances were accurately stated in the consolidated financial statements.

Management’s Remediation Plan and Status

In response to the material weakness, management has taken the following actions:

· Enhanced the existing monthly financial statement management review by including a reconciliation of key account balances on the general ledger back to the originally reported balances from the foreign subsidiary sub-ledgers (translated to USD);

· Reconfigured the trial balance import process for its Argentina subsidiary to import and remeasure account balances in a manner consistent with other foreign subsidiaries; and

· Developed enhancements to the foreign subsidiary financial reporting packages by specifically quantifying and reviewing the currency fluctuation impact on the overall financial statements.

While we have taken steps to substantially remediate the identified material weakness and will continue to complete the remediation process as quickly as possible, we cannot at this time estimate how long it will take to remediate this material weakness. The material weakness will not be considered remediated until the controls are designed, implemented, and operate for a sufficient period of time and management has concluded, through independent testing, that these controls are operating effectively. As management continues to evaluate and work to improve our disclosure controls and procedures and internal control over financial reporting, we may take additional measures to address these control deficiencies or modify certain remediation measures described above.

Changes in Internal Control Over Financial Reporting

Other than continuing to make progress on the ongoing remediation efforts described above, there were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended July 31, 2023 that materially affected, or are reasonably likely to affect materially, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On February 17, 2021, the Company’s Board of Directors approved a stock repurchase program under which the Company may repurchase up to $5 million of its outstanding common stock. On July 6, 2021, the Board of Directors authorized an increase in the Company’s then-current stock repurchase program under which the Company may repurchase up to an additional $5 million of its outstanding common stock.  On April 7, 2022, the Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $5 million of its outstanding common stock which became effective upon the completion of the prior share repurchase program.  On December 1, 2022, the Board of Directors authorized an increase in the share repurchase program under which the Company may repurchase up to an additional $5 million of its outstanding common stock. The share repurchase program has no expiration date but may be terminated by the Board of Directors at any time. 

The common shares available for repurchase under the authorizations currently in effect may be purchased from time to time, with consideration given to the market price of the common shares, the nature of other investment opportunities, cash flows from operations, general economic conditions and other relevant considerations.  Repurchases may be made on the open market or through privately negotiated transactions.

The following table sets forth purchases made by or on behalf of the Company or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) of the Exchange Act, of shares of the Company’s common stock during the second quarter of fiscal 2024:

Period	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Programs
May 1 – May 31		4,700	$	12.11		4,700	$	5,030,625
June 1 – June 30		3,134	$	—		—	$	5,030,625
July1 – July 31		—	$	—		—	$	5,030,625
Total		7,834	$	12.11		4,700	$	5,030,625

(1) Includes withholding of 3,134 restricted shares to cover taxes on vested restricted shares during the second quarter of FY24.

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Item 5. Other Information

On August 30, 2023, the Company’s Board of Directors elected James M. Jenkins, the Company’s Board Chair, as the Company’s Executive Chair, effective September 1, 2023 (the “Effective Date”).

Mr. Jenkins, age 59, has served as the Company’s Board Chair since February 1, 2023, previously served as Vice Chair of the Board from June 2022 through January 2023, and has served as a director of Lakeland since September 2016.  Mr. Jenkins currently serves as Chief Legal Officer, Corporate Development Officer and Corporate Secretary of Transcat, Inc. (since September 2020).  Prior to joining Transcat, Mr. Jenkins was a partner at Harter Secrest & Emery LLP, a law firm located in New York State, having joined the firm in 1989 and serving as a partner from 1997 until September 2020. 

Effective on the Effective Date, Mr. Jenkins will receive compensation of $250,000 per year for his role as Executive Chair and will no longer receive compensation as a non-employee director. The Company’s Compensation Committee recommended and the Board of Directors approved an equity award to Mr. Jenkins under the Company’s 2017 Equity Incentive Plan, as amended, consisting of 15,000 time-based restricted stock units vesting on September 1, 2024, assuming continued service through such date. 

Other than as set forth herein, there are no arrangements or understandings between Mr. Jenkins and any other person pursuant to which Mr. Jenkins was appointed as Executive Chair. Mr. Jenkins does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions in which Mr. Jenkins has an interest requiring disclosure under Item 404(a) of Regulation S-K.

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Item 6. Exhibits:

Exhibits:

* Filed herewith

† Furnished herewith

3.1	Restated Certificate of Incorporation of Lakeland Industries, Inc., as amended  (incorporated by reference to Exhibit 4.1 of Lakeland Industries, Inc.’s Registration Statement on Form S-8 filed on September 3, 2021)
3.2	Amended and Restated Bylaws of Lakeland Industries Inc. (incorporated by reference to Exhibit 3.1 of Lakeland Industries, Inc.’s Form 8-K filed April 28, 2017)
10.1*	Transition to Retirement Agreement and General Release, dated May 11, 2023, by and between Lakeland Industries, Inc. and Steven L. Harvey
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934
31.2*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934
32.1†	Certification of Chief Executive Officer as adopted pursuant to 18 U.S.C. Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2†	Certification of Principal Financial Officer as adopted pursuant to 18 U.S.C. Section 1350  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	The following financial statements from the Quarterly Report on Form 10-Q for the quarter ended July 31, 2023, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Operations,  (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LAKELAND INDUSTRIES, INC. (Registrant)
Date:  September 6, 2023	/s/ Charles D. Roberson
	Charles D. Roberson, Chief Executive Officer, President and Secretary  (Principal Executive Officer and Authorized Signatory)
Date:  September 6, 2023	/s/ Roger D. Shannon
	Roger D. Shannon, Chief Financial Officer (Principal Financial Officer and Authorized Signatory)

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EX-10.1

EXHIBIT 10.1

Transition to Retirement Agreement and General Release

This Transition to Retirement Agreement and General Release (“Release”) hereby is made and entered into on this 11 day of May, 2023 by and between Steven L. Harvey (the “Executive”) and Lakeland Industries, Inc. (the “Company”) and to and for the benefit of the Released Parties, as defined below.

Recitals

WHEREAS, the Executive has declared his plan to retire effective July 31, 2023 (“Retirement Date”);

WHEREAS, the Company and Executive have agreed that for the period between the Effective Date (as defined in Section 5) and the Retirement Date (the “Transition Period”), Executive’s modified employment duties will focus on revenue production, European management, major end users, and the India growth plan (the “Transition Duties”);

WHEREAS, during the Transition Period, the Company will continue to compensate the Executive at his regular base salary rate plus earned commissions, and provide his current employment benefits until the Retirement Date (“Transition Amount”) consistently with his Employment Agreement dated December 30, 2020 (“Employment Agreement”), which is hereby terminated, except to the extent incorporated herein by reference or perpetuated hereby, and superseded by this Release; and

WHEREAS, in consideration for the Transition Amount, the Severance Payments (as defined herein) and other benefits provided to Executive herein, Executive acknowledges, affirms and agrees to perform and be bound by all covenants and the post-employment obligations set forth in paragraph 5 of the Employment Agreement and to execute on July 31, 2023 and not revoke the Supplemental Release of Claims Agreement attached hereto as Attachment A (“Supplemental Release”).

NOW, THEREFORE, in consideration of the premises, promises and other items contained herein, the receipt and sufficiency of which are hereby acknowledged, Executive and the Company agree as follows:

Agreement and Release

Pursuant to formal notice from the Executive in May 2023 of his intention to retire, the last day of Executive’s employment is the Retirement Date, on which he relinquishes all privileges, duties, responsibilities and authority as EVP Global Sales and Marketing and all such other positions and offices he holds with the Company and its subsidiaries and as an employee of the Company. The Company, pursuant to the Employment Agreement, will provide or pay Executive (i) any accrued and unpaid Base Salary through the Effective Date within fifteen (15) days of the Effective Date and (ii) any other employee benefits generally paid by the Company up to the Effective Date (collectively, (i) and (ii) the “Accrued Obligations”). Capitalized terms used in this Release and not defined herein shall have the meanings set forth in the Employment Agreement.

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1. Transition Amount, Severance Payments and Other Benefits. Subject to Executive’s timely execution of this Release, delivery of the same to the Company no later than twenty-one (21) days following his receipt of this Release’s initial proposal, and non-revocation thereof prior to the Effective Date (as defined in Section 5), and Executive’s full and ongoing compliance with and fulfillment of all of Executive’s surviving covenants and obligations in the Employment Agreement and this Release (including timely execution and non-revocation of the Supplemental Release as provided in Section 4(b) hereof), the Company shall provide and/or pay the following to Executive, subject to all legally-applicable withholdings:

(a) (i) a Transition Amount of his current regular Base Salary, earned commissions, and employee benefits provided in the Employment Agreement until July 31, 2023; (ii) an additional six (6) months of Executive’s current Base Salary, payable in substantially equal bi-weekly installments following the Retirement Date; provided, however, payment shall commence on the first practicable payroll date following the Effective Date of the Supplemental Release, with such initial installment including any amount that was otherwise scheduled to be paid prior thereto; provided, further that the balance of the installment payments due to be paid after the initial payment commencement shall be paid in accordance with the normal bi-weekly schedule over the remainder of the six (6) month period (“Severance Payments”); (iii) an Annual Bonus for the fiscal year ending January 31, 2024 (“FY24”), if any, as determined by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors following the end of FY24 based on the Company’s achievement of the pre-established performance measures for such Annual Bonus, which amount earned, if any, shall be prorated for six (6) out of twelve (12) months, to be paid to Executive at such time such bonus is payable to similarly situated officers of the Company and not to be withheld uniquely from Executive in relation to other participants in the Annual Bonus Plan; (iv) Commissions on all qualified sales through July 31, 2023 at the regular payment date for such Commissions; (v) Target Achievement Bonus of $20,000 paid on or before September 11, 2023 if Executive achieved 100% of the combined targets of $57,037,158 as set forth in that certain “FY24 Global Sales Plan, Final Total and Quarterly Targets tab” for Q1FY24 and Q2FY24; and (vi) a lump sum payment equal to earned but unused vacation benefits under the Company’s existing policies, but in no event later than sixty (60) days following the Retirement Date.

(b) The Compensation Committee has approved a waiver of the continued service requirement set forth in those certain restricted stock unit award agreements, with grant dates of June 16, 2021 and April 7, 2022 (collectively, the “RSU Award Agreements”), each by and between the Company and Executive (the “Outstanding RSU Awards”), solely with respect to the tranches of such restricted stock unit (“RSU”) awards that are subject to time-based vesting and that are scheduled to vest on January 31, 2024 (the “2024 Tranche Time-Based RSUs”). For the avoidance of doubt, the 2024 Tranche Time-Based RSUs consist of a total of 1,590 time-based RSUs (737 RSUs from the 2021 grant and 853 RSUs from the 2022 grant). Accordingly, the 2024 Tranche Time-Based RSUs shall vest and the RSUs shall settle into shares of the Company’s common stock on January 31, 2024 (the scheduled vesting date set forth in the respective RSU Award Agreements) despite the fact that Executive may not be continuously providing service to the Company on such date. As modified by the foregoing, Executive’s Outstanding RSU Awards shall continue to be governed by the applicable RSU Award Agreements according to their terms. Executive understands and agrees that, as of the Retirement Date, Executive forfeits all rights to any other restricted stock units and any other equity awards not specifically permitted to vest pursuant to this Section 1(b).

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(c) If Executive is a participant in the Company’s group health, dental, or vision plans, he will receive a notice of COBRA rights from the Company’s COBRA administrator regarding his eligibility to elect continuation coverage in accordance with the terms of the documents governing such benefits and subject to his payment of the COBRA premium(s). If Executive elects such continuation coverage, the Company agrees to pay Executive a monthly amount equal to the amount the Company pays (or waives, as applicable) on behalf of active employees as of the Retirement Date for such health, dental, or vision coverage (as applicable) for a period of six (6) months following the Retirement Date; provided, however, payment of such monthly amount shall not commence until the first practicable payroll date following the Effective Date of the Supplemental Release, with such initial payment including any amount that was otherwise scheduled to be paid prior thereto; provided, further that the balance of the payments due to be paid after the initial payment commencement shall be paid in accordance with the normal schedule over the remainder of the six (6) month period. Executive shall be eligible to receive such monthly payments until the earliest of: (i) the expiration of the six (6) month period following the Retirement Date; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer.

(d) The execution of this Release shall not affect Executive’s vested rights, if any, under (i) the Company’s 401(k) Retirement Plan (“Retirement Plan”), or (ii) subject to Section 1(b), the Company’s equity plans as of the Retirement Date. Executive may not make or receive on his behalf any further contributions or benefit accruals under the Company’s Retirement Plan attributable to the period following the Retirement Date.

Other than the foregoing compensation, payments, or benefits described in the preceding terms and provisions of Section 1, Executive understands and agrees that he will neither receive nor be entitled to any other compensation, payments, or benefits from the Company under the terminated Employment Agreement, or otherwise.

2. Executive Bears the Tax Liabilities.

Other than the withholdings specified in Section 1, Executive agrees that to the extent that any federal, state, or local taxes, interest or penalties of any kind may be due or payable as a result of (i) payments made hereunder to Executive or on his behalf and/or (ii) benefits of any kind made available hereunder to Executive or on his behalf, Executive will be solely responsible for the payment of such taxes and will hold the Company harmless, and will indemnify the Company, from and against all claims, penalties, fees, assessments, fines or other costs arising from said payments. The Company will promptly notify Executive of any demand for payment of such taxes by any taxing authority, and Executive will have the right to defend against the demand at his own expense the amount assessed by the taxing authority or pay the amount demanded or assessed.

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3. Surrender of Property.

Executive promises and represents that he has returned to the Company, or made arrangements to return, on or prior to July 31, 2023 all Company property and information, including but not limited to all documents, disks, computers, files, records, software, building and office access cards and/or codes and credit cards that Executive received in connection with his employment. Executive will not retain any copies, duplicates, reproductions or excerpts thereof.

4. Executive’s Release of Claims.

(a) In consideration of good and valuable consideration, the receipt of which is hereby acknowledged, and in consideration of the terms and conditions contained in the Employment Agreement, by and between Executive and Company, the Executive on behalf of himself and his heirs, executors, administrators, assigns, attorneys, successors, and assigns, knowingly and voluntarily, hereby waives, remits, releases and forever discharges the Company and its past, present and future subsidiaries, divisions, affiliates and parents, and all of their respective current and former officers, directors, stockholders, employees, agents, attorneys, lenders, and/or owners, and their respective successors, and assigns and any other person or entity claimed to be jointly or severally liable with the Company or any of the aforementioned persons or entities, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (the “Released Parties”) of and from any and all manner of actions and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges, claims, complaints, damages, demands, and obligations of any other nature whatsoever, past or present, known or unknown (“Losses”) which the Executive and his heirs, executors, administrators, and assigns have, had, or may hereafter have, against the Released Parties or any of them arising out of or by reason of any cause, matter, or thing whatsoever from the beginning of the world to the Effective Date hereof. This Release includes, but is not limited to, Losses arising out of or relating to the Executive’s employment by the Company and the cessation thereof, and any and all matters arising under any federal, state, or local statute, rule, or regulation, or principle of contract law or common law relating to the Executive’s employment by the Company and the cessation thereof, including, but not limited to, the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. §§ 2601 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000 et seq., the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq., the Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§2101 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq., any applicable state or local law or regulation relating to employment, and any claim for or obligation to pay for attorneys’ fees, costs, fees, or other expenses. It is understood that nothing in this Release is to be construed as an admission on behalf of the Released Parties of any wrongdoing with respect to the Executive, any such wrongdoing being expressly denied. This Release also bars any and all claims for future damages allegedly arising from the alleged continuation of the effect of any past action, omission or event, except nothing herein waives Executive’s rights to enforce this Release. The Executive does not release or discharge the Released Parties from (i) any rights to any payments, benefits or reimbursements due to the Executive under this Release; or (ii) any rights to any vested benefits due to the Executive under any employee benefit plans sponsored or maintained by the Company; or (iii) any existing right the Executive has to indemnification, contribution or a defense related to Executive’s performance of any of his duties in the normal course of Executive’s employment with the Company.

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(b) Supplemental Release. Executive hereby agrees that for adequate consideration contained herein, upon the last day of the Transition Period, July 31, 2023, he will execute the Supplemental Release. Executive agrees that the Company’s payment of the Severance Payments depends strictly upon his agreement to execute and not revoke the Supplemental Release on the last day of the Transition Period.

(c) The Executive and the Company acknowledge that nothing in this Release or the Employment Agreement limits or affects either party’s right, where applicable, to communicate with, or to file or participate in an investigative proceeding conducted by, the Equal Employment Opportunity Commission (“EEOC”), the Securities and Exchange Commission (the “SEC”) or any federal, state or local government agency. However, to the maximum extent permitted by law, the Executive agrees that if such an administrative claim is made, the Executive agrees to release, waive, relinquish and forego all legal relief, equitable relief, statutory relief, reinstatement, back pay, front pay and any other damages, benefits, remedies, or relief that Executive may be entitled to as a result of any prosecution of any administrative agency claim or commission charge, and the Executive shall not be entitled to recover any individual monetary award or relief or other individual remedies (other than monetary awards from any federal whistleblower program). Rights not waivable by law are not waived by this Release.

(d) The Executive represents and warrants that he fully understands the terms of this Release, that he has been encouraged to seek, and has sought, the benefit of advice of legal counsel, and that he knowingly and voluntarily, of his own free will, without any duress, being fully informed, and after due deliberation, accepts its terms and signs below as his own free act. Except as otherwise provided herein, the Executive understands that as a result of executing this Release, he will not have the right, except as provided above in Section 4(c), to assert that the Company or any other of the Released Parties unlawfully terminated his employment or violated any of his rights in connection with his employment or otherwise.

5. OWBPA Compliance.

Executive, who is over 40 years of age, has or may have specific rights and/or claims under the Age Discrimination in Employment Act of 1967 (“ADEA”) and Executive agrees that in consideration for the Severance Payments, he specifically and voluntarily waives such rights and/or claims under the ADEA which he might have against the Released Parties to the extent such rights and/or claims arose prior to the date this Release was executed. Executive understands that rights and/or claims under the ADEA which may arise after the date this Release is executed are not waived by him. By signing this Release, the Executive does not release: (i) any right he may have to challenge the validity of this Release under the ADEA or the OWBPA; or (ii) his right to enforce this Release.

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The Executive may take up to twenty-one (21) days following his receipt of the initial proposal to consider whether to execute this Release. Upon the Executive’s execution of this Release, the Executive will have seven (7) days after such execution in which he may revoke such execution. For such a revocation to be effective, it must be delivered so that the undersigned person receives it in-hand or via email on or before the expiration of the seven (7) day revocation period. This Release shall become effective on the first day following the expiration of the seven (7) day revocation period (“Effective Date”).

6. Representations and Warranties of Executive.

Executive hereby affirms and acknowledges the following:

a.	He has not filed, caused to be filed, or presently is a party to any claim, lawsuit, charge, arbitration, complaint, action, or proceeding against any of the Released Parties herein in any forum or form.
b.	He has been granted any leave to which he was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws.
c.	He has not given, sold, assigned or transferred to anyone else, any claim, or a portion of a claim referred to in this Release.
d.	Executive has no known workplace injury or occupational disease and has been provided with and/or has not been denied any leave requested under the Family and Medical Leave Act. Executive acknowledges and represents that he has no intention of filing any claim for workers’ compensation benefits of any type against the Company or any of the Released Parties, and that he will not file or attempt to file any claims for workers’ compensation benefits of any type against the Company or any related Released Parties. Executive acknowledges that the Company has relied upon these representations, and that the Company would not have entered into this Release but for these representations. As a result, Executive agrees, covenants, and represents that the Company may, but is not obligated to, submit this Release to the Workers’ Compensation Appeals Board for approval as a compromise and release as to any workers compensation claim that Executive files at any time against the Company or any of the Released Parties.
e.	Executive further affirms that he has not been retaliated against for reporting any allegations of wrongdoing by any of the Released Parties or their officers and directors, including any allegations of corporate fraud or bribery. Executive and the Company acknowledge that this Release does not limit either party’s right, where applicable, to communicate with, or to file or participate in an investigative proceeding of, any federal, state or local government agency. Except as to the extent permitted by law, Executive agrees that if such an administrative claim is made, Executive shall not be entitled to recover any individual monetary award or relief or other individual remedies (other than monetary awards from any whistleblower program).

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7. Remedies for Breach.

In the event of Executive’s breach or violation of, or failure to completely and timely perform any of the provisions or covenants of this Release or the Employment Agreement (except to the extent limited by Section 4(c) of this Release), which, if curable, remains uncured ten (10) days after the date of receipt of written notice thereof to Executive, the Company’s obligation to perform any of its remaining obligations hereunder, including the obligation to continue any payment(s) under any provision of Section 1, above, shall immediately terminate; provided, however, that the Release set forth above in Section 4 and its subparts and all of Executive’s other covenants and obligations shall remain in full force and effect. In addition, in the event Executive breaches, or threatens to breach, any of the provisions of this Release, the Company shall have the right to have the provisions of this Release specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide the Company with an adequate remedy. Such rights and remedies shall be in addition to, and not in lieu of, any other rights/remedies available to the Company under law or in equity. Executive recognizes and agrees that the Company’s remedy at law for breach of this Release would be inadequate, and further agrees that, for breach of such provisions, the Company shall be entitled to injunctive relief and to enforce its rights by an action for specific performance and shall be entitled to recover the Severance Payments previously paid to Executive under this Release (as liquidated damages) and, if it prevails, its reasonable attorneys’ fees incurred in any such action. To the extent that Executive does not make a required repayment to the Company pursuant to this Section 7 within thirty (30) calendar days following demand by the Company, or any shares of the Company’s common stock underlying any of the Outstanding RSU Awards have been sold by Executive, the Company shall, subject to 409A, have the right to reduce, cancel or withhold against outstanding equity-based compensation, or require a substitute form of repayment, in each case to the maximum extent permitted under applicable law. Similarly, if Executive prevails in any such litigation, Executive will be entitled to an award of his reasonable attorneys’ fees and expenses incurred in any such action.

8. Construction and Entire Agreement.

This Release is not and cannot be construed as an admission by Company or Executive that either has acted wrongfully with respect to the other or that either of them has any claim whatsoever against the other. This Release is governed by and is to be construed in accordance with the law of the State of Alabama. The provisions of this Release are severable and, if any part of it is found to be unenforceable, the other sections and/or provisions shall remain fully valid and enforceable. No provision of this Release may be modified, amended or revoked, except in a writing signed by Executive and an authorized officer of the Company. This Release, except as specifically provided hereinabove, supersedes, terminates and replaces any and all previous or contemporaneous written or oral communications or agreements relating to Executive’s employment and the period thereof, and, except as specifically provided hereinabove, the parties hereby acknowledge that no other contracts, arrangements or understandings exist that pertain to any of the subjects, matters or issues addressed by this Release.

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9. No Reliance.

Executive represents, acknowledges and agrees that, in executing this Release, he does not rely and has not relied upon any promise, representation or statement not expressly set forth herein made by the Company or its employees or agents with regard to the subject matter, basis or effect of this Release or otherwise, and Executive further represents, acknowledges and agrees that there have been no such representations, promises, or statements made by the Company, except as specifically set forth in this Release.

10. Consultation with Attorney.

Executive represents and agrees that the Company has advised and encouraged him to consult with a lawyer of his own choosing and that he has carefully read and fully understands all the provisions of this Release and is voluntarily entering into this Release. Executive further acknowledges and agrees that: (i) the above Section 4 of this Release includes any and all causes of action and/or claims for relief, damages, monetary amounts, counsel fees or costs arising under applicable law; (ii) Executive has been given up to twenty-one (21) days to review this Release and to have it reviewed by legal or other counsel of his choice at his own expense; and (iii) he has been advised by the Company to consult with an attorney prior to executing this Release. Executive understands and acknowledges that he will not be eligible to receive payments or benefits hereunder if he does not execute this Release.

11. Forum Selection.

Executive and the Company agree that any and all disputes arising out of or relating in any way to the validity, interpretation or enforcement of this Release, including injunctive relief, shall be filed, litigated and decided exclusively in state or federal court in Madison County, Alabama. The parties agree to submit to the lawful and exclusive venue and jurisdiction of any such court and to be governed regarding this Release by the laws, trial courts and appellate courts of the State of Alabama.

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12. Code Section 409A Compliance. The compensation and benefits payable pursuant this Release are intended to be exempt from, or comply with, as applicable, the requirements of Internal Revenue Code Section 409A and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). To the extent applicable, this Release shall be interpreted in accordance with Section 409A. Notwithstanding any other provision of this Release to the contrary, if Executive is a “specified employee” within the meaning of Section 409A, and a payment or benefit provided for in this Release would be subject to additional tax under Section 409A if such payment or benefit is paid within six (6) months after Executive’s “separation from service” (within the meaning of Section 409A), then such payment or benefit required under this Release shall not be paid (or commence) during the six-month period immediately following Executive’s separation from service. If the payment of any such amount is delayed in accordance with the previous sentence, then any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Section 409A shall instead be paid to Executive in a lump-sum cash payment on the first regular payroll date of the seventh month following Executive’s separation from service or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Executive’s death). If Executive’s termination of employment hereunder does not constitute a “separation from service” within the meaning of Section 409A, then any amounts payable hereunder on account of a termination of Executive’s employment and which are subject to Section 409A (or any exemption therefrom that requires the occurrence of a “separation from service” as a condition to payment) shall not be paid until Executive has experienced a “separation from service” within the meaning of Section 409A. In addition, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. Payments made hereunder that are subject to Section 409A may not be accelerated or delayed, except as specifically allowed under Section 409A. Notwithstanding any provision of this Release to the contrary, in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Release may be subject to Section 409A, the Company and Executive shall cooperate in good faith to adopt such amendments to this Release or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are reasonably necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and benefits payable under this Release from Section 409A, and/or (ii) comply with the requirements of Section 409A, provided, that this Section 12 does not, and shall not be construed so as to, create any obligation on the part of the Company or any affiliate to adopt any such amendments, policies or procedures or to take any other such actions. Notwithstanding anything herein to the contrary, neither the Company nor any of its affiliates shall have any liability to Executive or to any other person if the payments and benefits provided in this Release that are intended to be exempt from, or compliant with, Section 409A are not so exempt or compliant or for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law. Each payment payable hereunder in series of installments, shall be treated as a separate payment in a series of payments within the meaning of, and for purposes of, Section 409A.

(signature page follows)

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By signing below, Executive attests that Executive has had ample time and opportunity to review this Release and Executive understands, accepts, and agrees to be bound by the terms of this Release. Executive further acknowledges that Executive has been given the opportunity to discuss this Release with private legal counsel and has done so to the extent Executive wishes.

IN WITNESS WHEREOF, the parties hereby enter into this Release as of the date first set forth above.

PLEASE READ CAREFULLY. THIS IS A RELEASE OF ALL OF EXECUTIVE’S CLAIMS, KNOWN OR UNKNOWN.
Lakeland Industries, Inc.
/s/ Charles D. Roberson
By:	Charles D. Roberson
Its:	Chief Executive Officer and President
Executed this 11day of May, 2023.
Steven L. Harvey (“Executive”)
/s/ Steven L. Harvey
Steven L. Harvey
Executed this 11day of May, 2023.

Date on which this proposed Release was delivered to Executive is 11 May, 2023.

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ATTACHMENT A

SUPPLEMENTAL RELEASE OF CLAIMS AGREEMENT

Lakeland Industries, Inc., including its affiliates, related entities, subsidiaries, parents, shareholders, lawyers, employees, predecessors, and successors (collectively, “Lakeland” or “Company”) offered to pay me the Transition Amount, Severance Payments, and other benefits as provided to Executive (as defined in that certain Transition to Retirement Agreement and Release, dated May 11, 2023 (the “Agreement”)), which was offered to me in exchange for my agreement, among other things, to waive all of my claims against and release the Released Parties (as defined in the Agreement) from any and all claims, demands, actions, liabilities and damages arising out of or relating in any way to my employment with or separation from the Company; provided, however, that this Supplemental Release of Claims Agreement (“Supplemental Release”) shall not apply to (1) any existing right I have to indemnification, contribution and a defense, (2) rights I have, if any, to the Severance Payments, and (3) any rights which cannot be waived or released as a matter of law.

I understand that signing this Supplemental Release is an important legal act. I acknowledge that the Company has advised me in writing to consult an attorney before signing this Supplemental Release and has given me at least twenty-one (21) calendar days from the day I received a copy of this Supplemental Release to sign it.

In exchange for the payment to me of the Transition Amount, Severance Payments and other benefits set forth in Section of the Agreement, I, Steven L. Harvey (“Executive”), on behalf of himself and his heirs, executors, administrators, assigns, attorneys, successors, and assigns, knowingly and voluntarily, hereby waives, remits, releases and forever discharges the Company and its past, present and future subsidiaries, divisions, affiliates and parents, and all of their respective current and former officers, directors, stockholders, employees, agents, attorneys, lenders, and/or owners, and their respective successors, and assigns and any other person or entity claimed to be jointly or severally liable with the Company or any of the aforementioned persons or entities, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (the “Released Parties”) of and from any and all manner of actions and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges, claims, complaints, damages, demands, and obligations of any other nature whatsoever, past or present, known or unknown (“Losses”) which the Executive and his heirs, executors, administrators, and assigns have, had, or may hereafter have, against the Released Parties or any of them arising out of or by reason of any cause, matter, or thing whatsoever from the beginning of the world to the Effective Date of this Supplemental Release.

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This Supplemental Release includes, but is not limited to, Losses arising out of or relating to the Executive’s employment by the Company and the cessation thereof, and any and all matters arising under any federal, state, or local statute, rule, or regulation, or principle of contract law or common law relating to the Executive’s employment by the Company and the cessation thereof, including, but not limited to, the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. §§ 2601 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000 et seq., the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq., the Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§2101 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq., any applicable state or local law or regulation relating to employment, and any claim for or obligation to pay for attorneys’ fees, costs, fees, or other expenses. It is understood that nothing in this Supplemental Release is to be construed as an admission on behalf of the Released Parties of any wrongdoing with respect to the Executive, any such wrongdoing being expressly denied.

This Release also bars any and all claims for future damages allegedly arising from the alleged continuation of the effect of any past action, omission or event, except nothing herein waives Executive’s rights to enforce this Supplemental Release. The Executive does not release or discharge the Released Parties from (i) any rights to any payments, benefits or reimbursements due to the Executive under the Agreement; or (ii) any rights to any vested benefits due to the Executive under any employee benefit plans sponsored or maintained by the Company; or (iii) any existing right the Executive has to indemnification, contribution or a defense related to Executive’s performance of any of its duties in the normal course of Executive’s employment with the Company.

The Executive and the Company acknowledge that nothing in this Supplemental Release or the Employment Agreement limits or affects either party’s right, where applicable, to communicate with, or to file or participate in an investigative proceeding conducted by, the Equal Employment Opportunity Commission (“EEOC”), the Securities and Exchange Commission (the “SEC”) or any federal, state or local government agency. However, to the maximum extent permitted by law, the Executive agrees that if such an administrative claim is made, the Executive agrees to release, waive, relinquish and forego all legal relief, equitable relief, statutory relief, reinstatement, back pay, front pay and any other damages, benefits, remedies, or relief that Executive may be entitled to as a result of any prosecution of any administrative agency claim or commission charge, and the Executive shall not be entitled to recover any individual monetary award or relief or other individual remedies (other than monetary awards from any federal whistleblower program). Rights not waivable by law are not waived by this Supplemental Release.

Executive hereby affirms and acknowledges the following:

a.	He has not filed, caused to be filed, or presently is a party to any claim, lawsuit, charge, arbitration, complaint, action, or proceeding against any of the Released Parties herein in any forum or form.
b.	He has been granted any leave to which he was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws.
c.	He has not given, sold, assigned or transferred to anyone else, any claim, or a portion of a claim referred to in this Release.

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d.

Executive has no known workplace injury or occupational disease and has been provided with and/or has not been denied any leave requested under the Family and Medical Leave Act. Executive acknowledges and represents that he has no intention of filing any claim for workers’ compensation benefits of any type against the Company or any of the Released Parties, and that he will not file or attempt to file any claims for workers’ compensation benefits of any type against the Company or any related Released Parties. Executive acknowledges that the Company has relied upon these representations, and that the Company would not have entered into this Release but for these representations. As a result, Executive agrees, covenants, and represents that the Company may, but is not obligated to, submit this Release to the Workers’ Compensation Appeals Board for approval as a compromise and release as to any workers compensation claim that Executive files at any time against the Company or any of the Released Parties.

e.

Executive further affirms that he has not been retaliated against for reporting any allegations of wrongdoing by any of the Released Parties or their officers and directors, including any allegations of corporate fraud or bribery. Executive and the Company acknowledge that this Release does not limit either party’s right, where applicable, to communicate with, or to file or participate in an investigative proceeding of, any federal, state or local government agency. Except as to the extent permitted by law, Executive agrees that if such an administrative claim is made, Executive shall not be entitled to recover any individual monetary award or relief or other individual remedies (other than monetary awards from any whistleblower program).

The Executive represents and warrants that he fully understands the terms of this Supplemental Release, that he has been encouraged to seek, and has sought, the benefit of advice of legal counsel, and that he knowingly and voluntarily, of his own free will, without any duress, being fully informed, and after due deliberation, accepts its terms and signs below as his own free act. Except as otherwise provided herein, the Executive understands that as a result of executing this Supplemental Release, he will not have the right to assert that the Company or any other of the Released Parties unlawfully terminated his employment or violated any of his rights in connection with his employment or otherwise.

Should any of the provisions set forth in this Supplemental Release be determined to be invalid by a court, agency or other tribunal of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of other provisions of this Supplemental Release. I acknowledge that this Supplemental Release sets forth the entire understanding and agreement between me and the Company concerning the subject matter of this Supplemental Release and supersedes any prior or contemporaneous oral and/or written agreements or representations, if any, between me and the Company on the same subject matter. I understand that this Supplemental Release shall not become effective or enforceable until the eighth day after I sign it, and I may revoke this acceptance of this Supplemental Release within seven days after I sign it. My revocation must be in writing and received by the Company’s Chief Executive Officer by 5:00 p.m. Central Standard Time on or before the seventh day in order to be effective. If I do not revoke acceptance within the seven-day period, my acceptance of this Supplemental Release shall become binding and enforceable on the eighth day. This Supplemental Release is intended to satisfy the requirements of the Older Workers’ Benefits Protection Act, 29 U.S.C. §626(f).

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In the event I revoke my acceptance of this Supplemental Release, the Company shall have no obligation to provide me the Severance Payments and other benefits set forth in Section 1 of the Agreement, and the Company will be entitled to the remedies provided in Paragraph 7 of the Release. I understand that failure to revoke my acceptance of the offer within seven (7) calendar days from the date I sign this Supplemental Release will result in this Supplemental Release being permanent and irrevocable.

By signing this Agreement, I acknowledge and agree that I have read and understood the terms of this Supplemental Release; I have been advised in writing to consult with an attorney before executing this Supplemental Release, and have had an adequate opportunity to do so; I have been given 21 days to consider whether or not to enter into this Supplemental Release (although I am not required to use all 21 days); and I sign this Supplemental Release freely, knowingly, and voluntarily.

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

Steven L. Harvey	Lakeland Representative’s Signature
	Lakeland Representative’s Name and Title
Steven L. Harvey’s Signature Date	Company’s Signature Date

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EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Charles D. Roberson, certify that:

1)	I have reviewed this report on Form 10-Q of Lakeland Industries, Inc. (the “registrant”);
2)	Based on my knowledge, this report does not contain any untrue statements 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 this report;
3)	Based on my knowledge, the financial statements and other financial information included in this 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 report;
4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant, and we have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: September 6, 2023

By:	/s/ Charles D. Roberson
	Chief Executive Officer, President and Secretary

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Roger D. Shannon, certify that:

1)	I have reviewed this report on Form 10-Q of Lakeland Industries, Inc. (the “registrant”);
2)	Based on my knowledge, this report does not contain any untrue statements 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 this report;
3)	Based on my knowledge, the financial statements and other financial information included in this 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 report;
4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant, and we have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: September 6, 2023

By:	/s/ Roger D. Shannon
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to 18 USC. § 1350, As Adopted Pursuant to

§ 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing with the Securities and Exchange Commission of the Quarterly Report of Lakeland Industries, Inc. (the “Company”) on Form 10-Q for the period ended July 31, 2023 (the “Report”), I, Charles D. Roberson, Chief Executive Officer, President and Secretary of the Company, certify, pursuant to 18 USC. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods described therein.

/s/ Charles D. Roberson

Charles D. Roberson

Chief Executive Officer, President and Secretary

September 6, 2023

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to 18 USC. § 1350, As Adopted Pursuant to

§ 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing with the Securities and Exchange Commission of the Quarterly Report of Lakeland Industries, Inc. (the “Company”) on Form 10-Q for the period ended July 31, 2023 (the “Report”), I, Roger D. Shannon, Chief Financial Officer of the Company, certify, pursuant to 18 USC. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods described therein.

/s/ Roger D. Shannon

Roger D. Shannon

Chief Financial Officer

September 6, 2023

XML

Cover - shares	6 Months Ended
	Jul. 31, 2023	Aug. 31, 2023
Cover [Abstract]
Entity Registrant Name	LAKELAND INDUSTRIES, INC.
Entity Central Index Key	0000798081
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--01-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jul. 31, 2023
Entity Filer Category	Accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		7,364,757
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	0-15535
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	13-3115216
Entity Address Address Line 1	1525 Perimeter Parkway
Entity Address Address Line 2	Suite 325
Entity Address City Or Town	Huntsville
Entity Address State Or Province	AL
Entity Address Postal Zip Code	35806
City Area Code	256
Local Phone Number	350-3873
Security 12b Title	Common Stock
Trading Symbol	LAKE
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Net sales	$ 33,071	$ 28,184	$ 61,771	$ 55,462
Cost of goods sold	18,888	16,557	35,144	32,779
Gross profit	14,183	11,627	26,627	22,683
Operating expenses	10,453	9,832	20,959	19,440
Operating profit	3,730	1,795	5,668	3,243
Other income (expense), net	(65)	(42)	(134)	(67)
Interest expense	(1)	(13)	(9)	(22)
Income before taxes	3,664	1,740	5,525	3,154
Income tax expense	1,199	2,610	1,740	2,895
Net income (loss)	$ 2,465	$ (870)	$ 3,785	$ 259
Net income (loss) per common share:
Basic	$ 0.33	$ (0.11)	$ 0.52	$ 0.03
Diluted	$ 0.32	$ (0.11)	$ 0.50	$ 0.03
Weighted average common shares outstanding:
Basic	7,409,305	7,670,636	7,340,914	7,656,470
Diluted	7,591,786	7,670,636	7,523,395	7,841,281

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
Net income (loss)	$ 2,465	$ (870)	$ 3,785	$ 259
Other comprehensive income (loss):
Foreign currency translation adjustments	(909)	(412)	(1,627)	(1,172)
Comprehensive income (loss)	$ 1,556	$ (1,282)	$ 2,158	$ (913)

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jul. 31, 2023	Jan. 31, 2023
Current assets
Cash and cash equivalents	$ 24,306	$ 24,639
Accounts receivable, net of allowance for doubtful accounts of $938 and $800 at July 31, 2023 and January 31, 2023, respectively	17,680	17,296
Inventories	57,368	58,176
Prepaid VAT and other taxes	2,523	1,963
Income tax receivable and other current assets	4,454	2,908
Total current assets	106,331	104,982
Property and equipment, net	9,131	9,140
Operating leases right-of-use assets	9,086	5,472
Deferred tax assets	2,762	2,764
Other assets	115	100
Goodwill	8,473	8,473
Intangible assets, net	5,838	6,042
Investments	5,699	5,354
Total assets	147,435	142,327
Current liabilities
Accounts payable	8,376	6,558
Accrued compensation and benefits	3,173	2,522
Other accrued expenses	2,857	4,068
Income tax payable	696	0
Short-term borrowings	0	405
Accrued earnout agreement	2,004	3,182
Current portion of operating lease liabilities	1,538	1,253
Total current liabilities	18,644	17,988
Deferred income taxes	474	769
Long-term portion of operating lease liabilities	6,932	3,580
Total liabilities	26,050	22,337
Stockholders' equity
Preferred stock, $0.01 par; authorized 1,500,000 shares (none issued)	0	0
Common stock, $0.01 par; authorized 20,000,000 shares Issued 8,721,232 and 8,655,699; outstanding 7,363,024 and 7,325,005 at July 31, 2023 and January 31, 2023, respectively	87	87
Treasury stock, at cost; 1,358,208 and 1,330,694 shares at July 31, 2023 and January 31, 2023, respectively	(19,979)	(19,646)
Additional paid-in capital	78,511	78,475
Retained earnings	68,084	64,765
Accumulated other comprehensive loss	(5,318)	(3,691)
Total stockholders' equity	121,385	119,990
Total liabilities and stockholders' equity	$ 147,435	$ 142,327

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jul. 31, 2023	Jan. 31, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS
Allowance for doubtful accounts	$ 938	$ 800
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	1,500,000,000	1,500,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	20,000,000,000	20,000,000,000
Common stock, shares issued	8,721,232,000	8,655,699,000
Common stock, shares outstanding	7,363,024,000	7,325,005,000
Treasury stock, shares	1,358,208,000	1,330,694,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (UNAUDITED) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Accumulated other comprehensive loss	Treasury Stock
Balance, shares at Jan. 31, 2022		8,555,672				939,705
Balance, amount at Jan. 31, 2022	$ 125,100,000	$ 86,000	$ 77,826,000	$ 62,892,000	$ (1,498,000)	$ (14,206,000)
Net income	259,000	0	0	259,000	0	0
Other comprehensive loss	(1,172,000)	$ 0	0	0	(1,172,000)	0
Restricted stock issued shares		94,908
Restricted Stock Plan	790,000	$ 0	790,000	0	0	0
Return of shares in lieu of payroll withholding	(805,000)	0	(805,000)	0	0	$ 0
Treasury stock purchased shares						(196,150)
Treasury stock purchased amount	(3,126,000)		0	0	0	$ (3,126,000)
Restricted stock issued amount	1,000	$ 1,000	0	0	0	$ 0
Balance, shares at Jul. 31, 2022		8,650,580				1,135,855
Balance, amount at Jul. 31, 2022	121,047,000	$ 87,000	77,811,000	63,151,000	(2,670,000)	$ (17,332,000)
Balance, shares at Apr. 30, 2022		8,635,358				964,722
Balance, amount at Apr. 30, 2022	124,792,000	$ 86,000	77,555,000	64,021,000	(2,258,000)	$ (14,612,000)
Net income	(870,000)	0	0	(870,000)		0
Other comprehensive loss	(412,000)	$ 0	0	0	(412,000)	0
Restricted stock issued shares		15,222
Restricted Stock Plan	384,000	$ 0	384,000	0	0	0
Return of shares in lieu of payroll withholding	(128,000)	0	(128,000)	0	0	0
Treasury stock purchased amount	(2,720,000)	0	$ 0	0	0	(2,720,000)
Restricted stock issued amount	1,000	$ 1,000		0	0	$ 0
Treasury stock purchased, shares			(171,133)
Balance, shares at Jul. 31, 2022		8,650,580				1,135,855
Balance, amount at Jul. 31, 2022	121,047,000	$ 87,000	$ 77,811,000	63,151,000	(2,670,000)	$ (17,332,000)
Balance, shares at Jan. 31, 2023		8,655,699				1,330,694
Balance, amount at Jan. 31, 2023	119,990,000	$ 87,000	78,475,000	64,765,000	(3,691,000)	$ (19,646,000)
Net income	3,785,000	0	0	3,785,000	0	0
Other comprehensive loss	(1,627,000)	0	0	0	(1,627,000)	0
Restricted Stock Plan	445,000	0	445,000	0	0	0
Return of shares in lieu of payroll withholding	(409,000)	0	(409,000)	0	0	0
Treasury stock purchased amount	(333,000)	0	0	0	0	(333,000)
Restricted stock issued amount	0	0	0	0	0	$ 0
Treasury stock purchased, shares						(27,514)
Dividends	466,000	$ 0	0	466,000	0	$ 0
Restricted stock issued shares		65,533
Balance, shares at Jul. 31, 2023		8,721,232				1,358,208
Balance, amount at Jul. 31, 2023	121,385,000	$ 87,000	78,511,000	68,084,000	(5,318,000)	$ (19,979,000)
Balance, shares at Apr. 30, 2023		8,709,256				1,353,508
Balance, amount at Apr. 30, 2023	120,138,000	$ 87,000	78,543,000	65,839,000	(4,409,000)	$ (19,922,000)
Net income	2,465,000	0	0	2,465,000	0	0
Other comprehensive loss	(909,000)	$ 0	0	0	(909,000)	0
Restricted stock issued shares		11,976
Restricted Stock Plan	38,000	$ 0	38,000	0	0	0
Return of shares in lieu of payroll withholding	(70,000)	0	(70,000)	0	0	0
Treasury stock purchased amount	(57,000)	0	0	0	0	(57,000)
Restricted stock issued amount	0	0		0	0	$ 0
Treasury stock purchased, shares						(4,700)
Dividends	220,000	$ 0	0	220,000	0	$ 0
Balance, shares at Jul. 31, 2023		8,721,232				1,358,208
Balance, amount at Jul. 31, 2023	$ 121,385,000	$ 87,000	$ 78,511,000	$ 68,084,000	$ (5,318,000)	$ (19,979,000)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
Cash flows from operating activities:
Net income	$ 3,785	$ 259
Adjustments to reconcile net income to net cash (used in) provided by operating activities
Provision for (recovery of) doubtful accounts	139	63
Deferred income taxes	(293)	1,783
Depreciation and amortization	1,122	779
Stock based and restricted stock compensation	445	790
(Gain) loss on disposal of property and equipment	0	(4)
Equity in loss of equity investment	275	129
Revaluation of earnout consideration	(1,178)	0
(Increase) decrease in operating assets
Accounts receivable	(347)	(1,266)
Inventories	565	(9,531)
Prepaid VAT and other taxes	(562)	(48)
Other assets	(1,683)	(1,062)
Increase (decrease) in operating liabilities
Accounts payable	1,499	3,013
Accrued expenses and other liabilities	114	517
Operating lease liabilities	23	4
Net cash provided by (used in) operating activities	3,904	(4,574)
Cash flows from investing activities:
Purchases of property and equipment	(1,092)	(449)
Investments	(620)	(1,891)
Net cash (used in) investing activities:	(1,712)	(2,340)
Cash flows from financing activities:
Short-term borrowings (repayments)	(405)	0
Purchase of treasury stock under stock repurchase program	(333)	(3,126)
Dividends paid	(466)	0
Shares returned to pay employee taxes under restricted stock program	(409)	(805)
Net cash (used in) financing activities	(1,613)	(3,931)
Effect of exchange rate changes on cash and cash equivalents	(912)	(663)
Net (decrease) in cash and cash equivalents	(333)	(11,508)
Cash and cash equivalents at beginning of period	24,639	52,719
Cash and cash equivalents at end of period	24,306	41,211
Supplemental disclosure of cash flow information:
Cash paid for interest	9	22
Cash paid for taxes	1,266	1,872
Noncash investing and financing activities
Leased assets obtained in exchange for operating lease liabilities	$ 4,099	$ 0

XML

Business

6 Months Ended

Jul. 31, 2023

Business

Business

1.Business

Lakeland Industries, Inc. and Subsidiaries (“Lakeland,” the “Company,” “we,” “our,” or “us”), a Delaware corporation organized in April 1986, manufacture and sell a comprehensive line of industrial protective clothing and accessories for the industrial and public protective clothing market. Our products are sold globally by our in-house sales teams, our customer service group, and authorized independent sales representatives to a network of over 1,600 global safety and industrial supply distributors. Our authorized distributors supply end users, such as integrated oil, chemical/petrochemical, automobile, steel, glass, construction, smelting, cleanroom, janitorial, pharmaceutical, and high technology electronics manufacturers, as well as scientific, medical laboratories and the utilities industry. In addition, we supply federal, state and local governmental agencies and departments, such as fire and law enforcement, airport crash rescue units, the Department of Defense, the Department of Homeland Security and the Centers for Disease Control. Internationally, we sell directly to a mixture of end users and industrial distributors depending on the particular country and market. Sales are made to more than 50 countries, the majority of which were into China, countries within the European Economic Community (“EEC”), Canada, Chile, Argentina, Russia, Kazakhstan, Colombia, Mexico, Ecuador, India, Middle East and countries within Southeast Asia.

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Basis of Presentation

6 Months Ended

Jul. 31, 2023

Basis of Presentation

Basis of Presentation

2.Basis of Presentation

The condensed consolidated financial statements of the Company are unaudited. These condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary by management to fairly state the Company’s results. Intercompany accounts and transactions have been eliminated. The results reported in these condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the entire fiscal year ending January 31, 2024, or for any future period. The January 31, 2023, Condensed Consolidated Balance Sheet data was derived from the audited Consolidated Balance Sheet, but does not include all disclosures required by accounting principles generally accepted in the United States of America (U.S. GAAP). The accompanying condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto as of January 31, 2023 and 2022, and for each of the two years in the period ended January 31, 2023, included in our most recent annual report on Form 10-K filed on April 18, 2023.

In this Form 10-Q, (a) “FY” means fiscal year; thus for example, FY24 refers to the fiscal year ending January 31, 2024, (b) “Q” refers to quarter; thus, for example, Q2 FY24 refers to the second quarter of the fiscal year ending January 31, 2024, (c) “Balance Sheet” refers to the unaudited condensed consolidated balance sheet, and (d) “Statement of Operations” refers to the unaudited condensed consolidated statement of operations.

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Investments and Acquisitions

6 Months Ended

Jul. 31, 2023

Investments and Acquisitions

Investments and Acquisitions

3.Investments and Acquisitions

Bodytrak

On October 18, 2021, the Company entered into an Investment Agreement (the “Investment Agreement”) with Inova Design Solutions Ltd, a private limited company incorporated under the laws of England and Wales and headquartered in the United Kingdom, doing business as Bodytrak^® (“Bodytrak”), and the other parties thereto, pursuant to which Bodytrak agreed to issue and sell to the Company 508,905 cumulative convertible series A shares of Bodytrak (“Series A Shares”) in exchange for a payment by the Company of £2,000,000 ($2.8 million). The closing of this minority investment transaction occurred on October 18, 2021. The Series A Shares issued to the Company at the closing represented approximately 11.43% of Bodytrak’s total share capital.

On April 28, 2022, the Company, under the terms of the Investment Agreement, acquired an additional 381,679 Series A1 Shares of Bodytrak for £1,500,000 ($1.9 million). On October 26, 2022, the Company acquired an additional 254,452 Series A Shares of Bodytrak for £1,000,000 ($1.2 million). After completion of the additional investments, the Company owns 22.5% of Bodytrak’s total share capital. The investment in Bodytrak is accounted for under the equity method, given our board representation and the resulting ability to exercise significant influence. A substantial portion of our investment represents differences in our investment and our share of the underlying recognized net assets of Bodytrak. These differences are predominately attributable to non-amortizing intangible assets, including internally developed intellectual property, of Bodytrak.

On May 19, 2023, the Company entered into an agreement with Bodytrak to provide an additional investment up to an aggregate of £1,500,000 ($1.9 million on the date of initial investment) in the form of a secured convertible loan. An initial investment funding of £500,000 ($0.6 million on the date of investment) was made on May 19, 2023. The loaned amounts are due twenty-four months from the issue date, which can be extended upon mutual agreement. The convertible note bears interest at either an annual rate of 12% for cash interest or 15% for payment in kind interest on the outstanding amount under the note, such rate being selected by Bodytrak.

The notes can be converted into equity shares of Bodytrak under a number of conditions, including a qualified equity financing as defined in the agreement, a change of control, an IPO, default or conversion at the discretion of the Company and upon the occurrence of the specified event. The convertible note is secured by Bodytrak’s intellectual property.

Bodytrak provides wearable monitoring solutions for customers in industrial health, safety, defense and first responder markets wanting to achieve better employee health and performance. Bodytrak’s solution is provided as a platform as a service (PaaS), delivering real-time data, cloud-based analytics, and hardware that includes a patented earpiece for physiological monitoring and audio communications.

The Company recognized losses of $0.13 million and $0.1 million for the three months ended July 31, 2023 and 2022, respectively, and recognized losses of $0.3 million and $0.13 million for the six months ended July 31, 2023 and 2022, respectively, as the Company’s share of Bodytrak’s net loss. The loss is reflected in other income (expense), net in the consolidated statements of operations.

Acquisition of Eagle

On December 2, 2022, the Company acquired 100% of Eagle Technical Products Limited’s (Eagle) common stock in an all-cash transaction valued at $10.5 million, net of net working capital acquired.

Headquartered in Manchester, UK, Eagle is a leading designer and provider of protective apparel to the fire and industrial sectors. Eagle provides differentiated product offerings through its innovative and technical solutions.

Eagle’s operating results are included in our consolidated financial statements from the acquisition date. The acquisition qualified as a business combination and was accounted for using the acquisition method of accounting.

As part of the Eagle acquisition agreement, the Company agreed to pay an earnout payment equal to the amount by which Eagle’s revenue exceeds 6 million GBP for the period May 1, 2022 through April 30, 2023. The Company also agreed to pay an earnout payment equal to the amount by which Eagle’s revenue exceeds 6.3 million GBP for the period May 1, 2023 through April 30, 2024. The estimated amount of the earnout payment developed using a Monte Carlo simulation included in the preliminary valuation was $3.2 million.

Eagle did not reach the revenue threshold for the period May 1, 2022 through April 30, 2023 and received no payment for that period. Based on the revised forecast for the period May 1, 2023 through April 30, 2024, the estimated amount of the earnout payment developed using a Monte Carlo simulation is $2.0 million. The adjustment to the accrued earnout payment of $0.7 million was recorded in the quarter ended July 31, 2023 and an adjustment of $1.2 million was recorded in the six months ended July 31, 2023, and reflected as a reduction in operating expenses.

Due to the timing of the completion of the acquisition, the purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, additional information obtained regarding assets acquired and liabilities assumed, and revisions of provisional estimates of fair values, including, but not limited to, the completion of independent appraisals and valuations related to contingent consideration, inventory, contractual relationships and intangible assets. These changes to the purchase price allocation could be significant. The purchase price allocation will be finalized within the measurement period of up to one year from the acquisition date. There were no material changes to the valuation during the quarter ended July 31, 2023.

The following unaudited pro forma information presents our combined results as if the Eagle acquisition had occurred at the beginning of FY22. The unaudited pro forma financial information was prepared to give effect to events that are (1) directly attributable to the acquisition; (2) factually supportable; and (3) expected to have a continuing impact on the combined company’s results. There were no material transactions between the Company and Eagle during the periods presented that are required to be eliminated. The unaudited pro forma combined financial information does not reflect cost savings, operating synergies or revenue enhancements that the combined companies may achieve or the costs to integrate the operations or the costs necessary to achieve cost savings, operating synergies or revenue enhancements.

Pro forma combined financial information (Unaudited)

(in millions, except per share amounts)	Three Months Ended July 31,					Six Months Ended July 31,
	2022			2021		2022		2021
Net sales	$	28,534		$	28,212	$	56,602	$	63,051
Net income (loss)	$	(971	)	$	2,965	$	168	$	7,964
Basic earnings per share	$	(0.13	)	$	0.37	$	0.02	$	1.00
Diluted earnings per share	$	(0.13	)	$	0.36	$	0.02	$	0.98

The unaudited pro forma combined financial information is presented for information purposes only and is not intended to represent or be indicative of the combined results of operations or financial position that we would have reported had the acquisition been completed as of the date and for the periods presented and should not be taken as representative of our consolidated results of operations or financial condition following the acquisition. In addition, the unaudited pro forma combined financial information is not intended to project the future results of the combined company.

The unaudited pro forma combined financial information was prepared using the acquisition method of accounting under existing U.S. GAAP. The Company has been treated as the acquirer.

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Inventories

6 Months Ended

Jul. 31, 2023

Inventories

Inventories

4.Inventories

Inventories consist of the following (in $000s):

	July 31, 2023			January 31, 2023
Raw materials	$	29,566		$	29,036
Work-in-process		968			952
Finished goods		32,015			32,855
Excess and obsolete adjustments		(5,181	)		(4,667	)
	$	57,368		$	58,176

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Goodwill and Intangible Assets Net

6 Months Ended

Jul. 31, 2023

Goodwill and Intangible Assets Net

Goodwill and Intangible Assets, Net

5. Goodwill and Intangible Assets, Net

Changes in intangible assets, net, during the three and six months ended July 31, 2023, were as follows (in $000s):

Balance at February 1, 2023	$	6,042
Amortization expense		(102	)
Balance at April 30, 2023	$	5,940
Amortization expense		(102	)
Balance at July 31, 2023	$	5,838

There were no material changes to goodwill during the three and six month periods ended July 31, 2023.

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Contract Advances

6 Months Ended

Jul. 31, 2023

Contract Advances

Contract Advances

6. Contract Advances

The Company receives advances under certain of its contracts for products sold by Eagle.  Those advances are considered contract liabilities with revenues recorded upon delivery of promised goods to customers.  These advances are included in Other Accrued Expenses on the Company’s consolidated balance sheet.  The following is a roll-forward of the advances from January 31, 2023 through July 31, 2023 (in $000s):

Contract liability – January 31, 2023	$	1,627
Increases to contract liability		271
Decreases to contract liability		(1,672	)
Contract liability – July 31, 2023	$	226

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LongTerm Debt

6 Months Ended

Jul. 31, 2023

LongTerm Debt

Long-Term Debt

7. Long-Term Debt

Revolving Credit Facility

On June 25, 2020, the Company entered into a Loan Agreement with Bank of America (“Lender”). The Loan Agreement, as amended to date (the “Loan Agreement”), provides the Company with a secured $25.0 million revolving credit facility, which includes a $5.0 million letter of credit sub-facility. The Company may request from time to time an increase in the revolving credit loan commitment of up to $5.0 million (for a total commitment of up to $30.0 million). Borrowing pursuant to the revolving credit facility is subject to a borrowing base amount calculated as (a) 80% of eligible accounts receivable, as defined, plus (b) 50% of the value of acceptable inventory, as defined, minus (c) certain reserves as the Lender may establish for the amount of estimated exposure, as reasonably determined by the Lender from time to time, under certain interest rate swap contracts. The borrowing base limitation only applies during periods when the Company’s quarterly funded debt to EBITDA ratio, as defined, exceeds 2.00 to 1.00. The Loan Agreement permits, without the prior consent of the Lender, acquisitions of a business or its assets by the Company or its subsidiaries if there is no default under the Loan Agreement and the aggregate consideration does not exceed $7.5 million for any individual acquisition or $15.0 million on a cumulative basis for all such acquisitions. On March 3, 2023, the Company changed the benchmark interest rate in the credit facility from LIBOR to the Secured Overnight Financing Rate (“SOFR”). The credit facility will mature on June 25, 2025.

As of July 31, 2023, the Company had no borrowings outstanding on the letter of credit sub-facility and no borrowings outstanding under the revolving credit facility.

Borrowings in UK

There were $0 and $0.4 million in borrowings outstanding under the Company’s credit facility with HSBC Bank at July 31, 2023 and January 31, 2023.

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Concentration of Risk

6 Months Ended

Jul. 31, 2023

Concentration of Risk

Concentration of Risk

8. Concentration of Risk

Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents and trade receivables. Concentration of credit risk with respect to trade receivables is generally diversified due to the large number of entities comprising the Company’s customer base and their dispersion across geographic areas, principally within the United States. The Company routinely addresses the financial strength of its customers and, as a consequence, believes that its receivable credit risk exposure is limited. The Company does not require customers to post collateral.

The Company’s foreign financial depositories are Bank of America; China Construction Bank; Bank of China; China Industrial and Commercial Bank; HSBC (UK); Rural Credit Cooperative of Shandong; Postal Savings Bank of China; Punjab National Bank; HSBC in India, Argentina and UK; Raymond James in Argentina; TD Canada Trust; Banco Itaú S.A., Banco Credito Inversione in Chile; Banco Mercantil Del Norte SA in Mexico; ZAO KB Citibank Moscow in Russia, and JSC Bank Centercredit in Kazakhstan. The Company monitors its financial depositories by their credit rating, which varies by country. In addition, cash balances in banks in the United States of America are insured by the Federal Deposit Insurance Corporation, subject to certain limitations. There was approximately $1.6 million total included in the U.S. bank accounts and approximately $22.6 million total in foreign bank accounts as of July 31, 2023, of which $23.5 million was uninsured.

Major Customer

No customer accounted for more than 10% of net sales during the three and six-month periods ended July 31, 2023 and 2022.

Major Supplier

No vendor accounted for more than 10% of purchases during the three and six-month periods ended July 31, 2023 and 2022.

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Stockholders Equity

6 Months Ended

Jul. 31, 2023

Stockholders Equity

Stockholders' Equity

9. Stockholders’ Equity

On June 21, 2017, the stockholders of the Company approved the Lakeland Industries, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The executive officers and all other employees and directors of the Company, including its subsidiaries, are eligible to participate in the 2017 Plan. The 2017 Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”), except that with respect to all non-employee directors, the Committee shall be deemed to include the full Board. The 2017 Plan provides for the grant of equity-based compensation in the form of stock options, restricted stock, restricted stock units, performance shares, performance units, or stock appreciation rights (“SARs”).

On June 16, 2021, the stockholders of the Company approved Amendment No. 1 (the “Amendment”) to the 2017 Plan. The Amendment increases the number of shares of common stock, par value $0.01 per share, of the Company reserved for issuance under the 2017 Plan by 480,000 shares.

An aggregate of 840,000 shares of the Company’s common stock are authorized for issuance under the 2017 Plan, as amended, subject to adjustment as provided in the 2017 Plan for stock splits, dividends, distributions, recapitalizations and other similar transactions or events. If any shares subject to an award are forfeited, expire, lapse or otherwise terminate without issuance of such shares, such shares shall, to the extent of such forfeiture, expiration, lapse or termination, again be available for issuance under the 2017 Plan.

The Company recognized total stock-based compensation costs, which are reflected in operating expenses (in $000’s):

	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2022		2023		2022
2017 Plan:
Total restricted stock and stock option programs	$	38	$	384	$	445	$	790
Total income tax expense recognized for stock-based compensation arrangements	$	8	$	81	$	94	$	166

Restricted Stock and Restricted Stock Units

Under the 2017 Plan, as described above, the Company awarded performance-based and service-based shares of restricted stock and restricted stock units to eligible employees and directors. The following table summarizes the activity under the 2017 Plan for the six months ended July 31, 2023 and 2022. This table reflects the amount of awards granted at the number of shares that would be vested if the Company were to achieve the maximum performance level under the June 2021, April 2022, June 2022 and April 2023 grants.

	Performance- Based			Service-Based			Total			Weighted Average Grant Date Fair Value
Outstanding at January 31, 2023		127,480			40,665			168,145		$	22.95
Awarded		64,953			105,818			170,771		$	14.20
Vested		(71,202	)		(24,603	)		(95,805	)	$	14.90
Forfeited		(32,112	)		(28,518	)		(60,630	)
Outstanding at July 31, 2023		89,119			93,362			182,481		$	19.49

	Performance- Based			Service-Based			Total			Weighted Average Grant Date Fair Value
Outstanding at January 31, 2022		232,838			14,970			247,808		$	20.89
Awarded		33,492			53,082			86,574		$	18.17
Vested		(119,164	)		(22,669	)		(141,833	)
Forfeited		—			—			—
Outstanding at July 31, 2022		147,166			45,383			192,549		$	19.66

The actual number of shares of common stock of the Company, if any, to be earned by the award recipients is determined over a three-year performance measurement period based in part on measures that include Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) margin, revenue growth, and free cash flow for the June 2021 grants and revenue growth and EBITDA margin for the April 2022 and June 2022 grants and revenue growth, EBITDA margin and return on invested capital for the April 2023 grants. The performance targets have been set for each of the Minimum, Target, and Maximum levels. The actual performance amount achieved is determined by the Committee and may be adjusted for items determined to be unusual in nature or infrequent in occurrence at the discretion of the Committee.

The compensation cost is based on the fair value at the grant date, recognized over the requisite performance/service period using the straight-line method, and periodically adjusted for the probable number of shares to be awarded. As of July 31, 2023, unrecognized stock-based compensation expense totaled $1.9 million pursuant to the 2017 Plan based on outstanding awards under the 2017 Plan. This expense is expected to be recognized over approximately two years.

Stock Repurchase Program

On February 17, 2021, the Company’s Board of Directors approved a stock repurchase program under which the Company may repurchase up to $5 million of its outstanding common stock. On July 6, 2021, the Board of Directors authorized an increase in the Company’s stock repurchase program of up to an additional $5 million of its outstanding common stock. On April 7, 2022, the Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $5 million of its outstanding common stock, which became effective upon the completion of the prior share repurchase program. On December 1, 2022, the Board of Directors authorized an increase in the Company’s stock repurchase program, under which the Company may repurchase up to an additional $5 million of its outstanding common stock.

Shares repurchased during the three months ended July 31, 2023 totaled 4,700 shares at a cost of $57,000, leaving $5.0 million remaining under the share repurchase program at July 31, 2023. The share repurchase program has no expiration date but may be terminated by the Board of Directors at any time.

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Income Taxes

6 Months Ended

Jul. 31, 2023

Income Taxes

Income Taxes

10. Income Taxes

The Company’s provision for income taxes for the three and six months ended July 31, 2023 and 2022 is based on the estimated annual effective tax rate, in addition to discrete items.

The Company’s effective tax rate for the second quarter of FY24 was 32.7% which differs from the U.S. federal statutory rate of 21% primarily due to rate differentials in foreign tax jurisdictions and Global Intangible Low-Taxed Income (“GILTI”). The Company’s effective tax rate for the second quarter of FY23 was 149.9%. The Company changed its permanent reinvestment assertions for its Chinese operations during the second quarter of FY23 due to increased volatility of the Chinese yuan and an updated evaluation of investment strategies. The Company recorded $2 million in withholding taxes for a planned repatriation. Excluding this discrete expense, the effective rate was 35.0%, which differs from the U.S. federal statutory rate of 21%, primarily due to rate differentials in foreign tax jurisdictions and state income taxes.

The Company’s effective tax rate for the six months ended July 31, 2023 was 31.5%, which differs from the U.S. federal statutory rate of 21%, primarily due to rate differentials in foreign tax jurisdictions and GILTI. The Company’s effective tax rate for the six months ended July 31, 2022 was 91.8%. In addition to the $2 million discrete item above, in Q1 FY23, the Company recorded deferred tax benefits of $0.2 million related to accruals for China social taxes based on our evaluation of the deductibility of these items. Excluding these discrete items, the effective rate was 34.1%, which differs from the U.S. federal statutory rate of 21% primarily due to rate differentials in foreign tax jurisdictions and GILTI.

The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. The valuation allowance was $3.6 million at July 31, 2023 and January 31, 2023.

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Net Income (Loss) Per Share

6 Months Ended

Jul. 31, 2023

Net income (loss) per common share:

Net Income (Loss) Per Share

11. Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share as follows (in $000s except per share amounts):

	Three Months Ended July 31,					Six Months Ended July 31,
	2023		2022			2023		2022
Numerator:
Net income (loss)	$	2,465	$	(870	)	$	3,785	$	259
Denominator:
Denominator for basic net income (loss) per share (weighted-average shares which exclude shares in the treasury, 1,358,208 and 1,135,855 at July 31, 2023 and  2022, respectively		7,409,305		7,670,636			7,340,914		7,656,470
Effect of dilutive securities from restricted stock plan		182,481		—			182,481		184,811
Denominator for diluted net income (loss) per share (adjusted weighted average shares)		7,591,786		7,670,636			7,523,395		7,841,281
Basic net income (loss) per share	$	0.33	$	(0.11	)	$	0.52	$	0.03
Diluted net income (loss) per share	$	0.32	$	(0.11	)	$	0.50	$	0.03

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Contingencies

6 Months Ended

Jul. 31, 2023

Contingencies

Contingencies

12. Contingencies

Certain conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s management and legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been or is probable of being incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

General litigation contingencies

The Company is involved in various litigation proceedings arising during the normal course of business which, in the opinion of the management of the Company, will not have a material effect on the Company’s financial position, results of operations or cash flows; however, there can be no assurance as to the ultimate outcome of these matters. As of July 31, 2023, to the best of the Company’s knowledge, there were no significant outstanding claims or litigation.

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Segment Reporting

6 Months Ended

Jul. 31, 2023

Segment Reporting

Segment Reporting

13. Segment Reporting

We manage our operations by evaluating each of our geographic locations. Our US operations include a facility in Alabama (primarily the distribution to customers of the bulk of our products). The Company also maintains one manufacturing company in China (primarily disposable and chemical suit production), a manufacturing facility in Mexico (primarily disposable, reflective, fire service and chemical suit production), a manufacturing facility in Vietnam (primarily disposable production) and a small manufacturing facility in India. Our China facilities produce the majority of the Company’s products, and China generates a significant portion of the Company’s international revenues. We evaluate the performance of these entities based on operating profit, which is defined as income before income taxes, interest expense and other income and expenses. We have sales forces in the USA, Canada, Mexico, Europe, Latin America, India, Russia, Kazakhstan and China, which sell and distribute products shipped from the United States, Mexico, India or China.

The table below represents information about reported segments for the three and six month periods noted therein:

	Three Months Ended July 31,						Six Months Ended July 31,
	(in millions of dollars)						(in millions of dollars)
	2023			2022			2023			2022
Net Sales:
USA Operations (including Corporate)	$	16.55		$	13.43		$	30.16		$	25.68
Other foreign		3.22			2.43			6.30			4.62
Europe (UK)		5.40			1.88			9.42			3.85
Mexico		2.37			1.50			3.61			2.74
Asia		10.91			19.32			22.03			33.98
Canada		2.03			2.26			4.56			4.53
Latin America		4.61			2.55			7.79			4.45
Less intersegment sales		(12.02	)		(15.19	)		(22.10	)		(24.39	)
Consolidated sales	$	33.07		$	28.18		$	61.77		$	55.46
External Sales:
USA Operations (including Corporate)	$	15.21		$	11.90		$	27.49		$	23.13
Other foreign		1.97			1.83			4.24			3.64
Europe (UK)		5.31			1.88			9.33			3.85
Mexico		1.09			1.06			1.89			1.91
Asia		2.96			6.74			6.63			13.98
Canada		2.04			2.26			4.56			4.53
Latin America		4.49			2.51			7.63			4.42
Consolidated external sales	$	33.07		$	28.18		$	61.77		$	55.46

Intersegment Sales:
USA Operations (including Corporate)	$	1.32	$	1.53	$	2.66	$	2.55
Other foreign		1.25		0.60		2.07		0.98
Europe (UK)		0.09		—		0.09		—
Mexico		1.28		0.44		1.72		0.83
Asia		7.96		12.58		15.40		20.00
Canada		—		—		0.01		—
Latin America		0.12		0.04		0.15		0.03
Consolidated intersegment sales	$	12.02	$	15.19	$	22.10	$	24.39

	Three Months Ended July 31,						Six Months Ended July 31,
	(in millions of dollars)						(in millions of dollars)
	2023			2022			2023			2022
Operating Profit (Loss):
USA Operations (including Corporate)	$	1.16		$	(1.24	)	$	(0.65	)	$	(3.30	)
Other foreign		0.56			(0.07	)		1.22			0.14
Europe (UK)		0.38			(0.36	)		0.59			(0.62	)
Mexico		(0.47	)		(0.07	)		(0.86	)		(0.61	)
Asia		1.03			3.40			1.88			5.95
Canada		0.21			0.32			0.66			0.95
Latin America		1.19			0.54			2.07			0.84
Intersegment profit (loss)		(0.33	)		(0.72	)		0.76			(0.11	)
Consolidated operating profit	$	3.73		$	1.80		$	5.67		$	3.24

	July 31, 2023		January 31, 2023
	(in millions of dollars)
Total Assets Less Intersegment:
USA Operations (including Corporate)	$	70.18	$	64.33
Other foreign		9.76		9.24
Europe (UK)		11.42		12.53
Mexico		5.54		5.32
Asia		32.15		35.64
Canada		7.62		5.81
Latin America		10.77		9.30
Consolidated assets	$	147.44	$	142.17

The table below presents external sales by product line:

	Three Months Ended July 31, (in millions of dollars)				Six Months Ended July 31, (in millions of dollars)
	2023		2022		2023		2022
External Sales by product lines:
Disposables	$	12.55	$	12.72	$	24.91	$	27.22
Chemical		5.26		7.16		10.71		12.27
Fire Service		9.00		2.98		14.47		5.67
Gloves		0.49		0.55		1.20		1.09
High Visibility		1.58		1.34		2.73		2.94
High Performance Wear		1.47		1.11		2.74		2.48
Wovens		2.72		2.32		5.01		3.79
Consolidated external sales	$	33.07	$	28.18	$	61.77	$	55.46

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Subsequent Events

6 Months Ended

Jul. 31, 2023

Subsequent Events

Subsequent Events

14. Subsequent Events

On August 1, 2023, the Company’s Board of Directors declared a quarterly cash dividend. The quarterly dividend of $0.03 per share or approximately $0.2 million, was paid on August 22, 2023, to stockholders of record as of August 15, 2023.

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Investments and Acquisitions (Tables)

6 Months Ended

Jul. 31, 2023

Investments and Acquisitions

Schedule of Pro forma combined financial information

(in millions, except per share amounts)	Three Months Ended July 31,					Six Months Ended July 31,
	2022			2021		2022		2021
Net sales	$	28,534		$	28,212	$	56,602	$	63,051
Net income (loss)	$	(971	)	$	2,965	$	168	$	7,964
Basic earnings per share	$	(0.13	)	$	0.37	$	0.02	$	1.00
Diluted earnings per share	$	(0.13	)	$	0.36	$	0.02	$	0.98

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Inventories (Tables)

6 Months Ended

Jul. 31, 2023

Inventories

Schedule of inventory

	July 31, 2023			January 31, 2023
Raw materials	$	29,566		$	29,036
Work-in-process		968			952
Finished goods		32,015			32,855
Excess and obsolete adjustments		(5,181	)		(4,667	)
	$	57,368		$	58,176

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Goodwill and Intangible Assets Net (Tables)

6 Months Ended

Jul. 31, 2023

Goodwill and Intangible Assets Net

Schedule of changes in intangible assets

Balance at February 1, 2023	$	6,042
Amortization expense		(102	)
Balance at April 30, 2023	$	5,940
Amortization expense		(102	)
Balance at July 31, 2023	$	5,838

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Contract Advances (Tables)

6 Months Ended

Jul. 31, 2023

Contract Advances

Schedule of contract Advances

Contract liability – January 31, 2023	$	1,627
Increases to contract liability		271
Decreases to contract liability		(1,672	)
Contract liability – July 31, 2023	$	226

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Stockholders Equity (Tables)

6 Months Ended

Jul. 31, 2023

Stockholders Equity

Schedule of share-based compensation, restricted stock units award activity

	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2022		2023		2022
2017 Plan:
Total restricted stock and stock option programs	$	38	$	384	$	445	$	790
Total income tax expense recognized for stock-based compensation arrangements	$	8	$	81	$	94	$	166

Schedule of restricted stock units

	Performance- Based			Service-Based			Total			Weighted Average Grant Date Fair Value
Outstanding at January 31, 2023		127,480			40,665			168,145		$	22.95
Awarded		64,953			105,818			170,771		$	14.20
Vested		(71,202	)		(24,603	)		(95,805	)	$	14.90
Forfeited		(32,112	)		(28,518	)		(60,630	)
Outstanding at July 31, 2023		89,119			93,362			182,481		$	19.49

	Performance- Based			Service-Based			Total			Weighted Average Grant Date Fair Value
Outstanding at January 31, 2022		232,838			14,970			247,808		$	20.89
Awarded		33,492			53,082			86,574		$	18.17
Vested		(119,164	)		(22,669	)		(141,833	)
Forfeited		—			—			—
Outstanding at July 31, 2022		147,166			45,383			192,549		$	19.66

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Net Income Per Share (Tables)

6 Months Ended

Jul. 31, 2023

Net income (loss) per common share:

Schedule of earnings per share, basic and diluted

	Three Months Ended July 31,					Six Months Ended July 31,
	2023		2022			2023		2022
Numerator:
Net income (loss)	$	2,465	$	(870	)	$	3,785	$	259
Denominator:
Denominator for basic net income (loss) per share (weighted-average shares which exclude shares in the treasury, 1,358,208 and 1,135,855 at July 31, 2023 and  2022, respectively		7,409,305		7,670,636			7,340,914		7,656,470
Effect of dilutive securities from restricted stock plan		182,481		—			182,481		184,811
Denominator for diluted net income (loss) per share (adjusted weighted average shares)		7,591,786		7,670,636			7,523,395		7,841,281
Basic net income (loss) per share	$	0.33	$	(0.11	)	$	0.52	$	0.03
Diluted net income (loss) per share	$	0.32	$	(0.11	)	$	0.50	$	0.03

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Segment Reporting (Tables)

6 Months Ended

Jul. 31, 2023

Segment Reporting

Schedule of segment information

	Three Months Ended July 31,						Six Months Ended July 31,
	(in millions of dollars)						(in millions of dollars)
	2023			2022			2023			2022
Net Sales:
USA Operations (including Corporate)	$	16.55		$	13.43		$	30.16		$	25.68
Other foreign		3.22			2.43			6.30			4.62
Europe (UK)		5.40			1.88			9.42			3.85
Mexico		2.37			1.50			3.61			2.74
Asia		10.91			19.32			22.03			33.98
Canada		2.03			2.26			4.56			4.53
Latin America		4.61			2.55			7.79			4.45
Less intersegment sales		(12.02	)		(15.19	)		(22.10	)		(24.39	)
Consolidated sales	$	33.07		$	28.18		$	61.77		$	55.46
External Sales:
USA Operations (including Corporate)	$	15.21		$	11.90		$	27.49		$	23.13
Other foreign		1.97			1.83			4.24			3.64
Europe (UK)		5.31			1.88			9.33			3.85
Mexico		1.09			1.06			1.89			1.91
Asia		2.96			6.74			6.63			13.98
Canada		2.04			2.26			4.56			4.53
Latin America		4.49			2.51			7.63			4.42
Consolidated external sales	$	33.07		$	28.18		$	61.77		$	55.46

Intersegment Sales:
USA Operations (including Corporate)	$	1.32	$	1.53	$	2.66	$	2.55
Other foreign		1.25		0.60		2.07		0.98
Europe (UK)		0.09		—		0.09		—
Mexico		1.28		0.44		1.72		0.83
Asia		7.96		12.58		15.40		20.00
Canada		—		—		0.01		—
Latin America		0.12		0.04		0.15		0.03
Consolidated intersegment sales	$	12.02	$	15.19	$	22.10	$	24.39

	Three Months Ended July 31,						Six Months Ended July 31,
	(in millions of dollars)						(in millions of dollars)
	2023			2022			2023			2022
Operating Profit (Loss):
USA Operations (including Corporate)	$	1.16		$	(1.24	)	$	(0.65	)	$	(3.30	)
Other foreign		0.56			(0.07	)		1.22			0.14
Europe (UK)		0.38			(0.36	)		0.59			(0.62	)
Mexico		(0.47	)		(0.07	)		(0.86	)		(0.61	)
Asia		1.03			3.40			1.88			5.95
Canada		0.21			0.32			0.66			0.95
Latin America		1.19			0.54			2.07			0.84
Intersegment profit (loss)		(0.33	)		(0.72	)		0.76			(0.11	)
Consolidated operating profit	$	3.73		$	1.80		$	5.67		$	3.24

	July 31, 2023		January 31, 2023
	(in millions of dollars)
Total Assets Less Intersegment:
USA Operations (including Corporate)	$	70.18	$	64.33
Other foreign		9.76		9.24
Europe (UK)		11.42		12.53
Mexico		5.54		5.32
Asia		32.15		35.64
Canada		7.62		5.81
Latin America		10.77		9.30
Consolidated assets	$	147.44	$	142.17

Schedule of external sales by product line

	Three Months Ended July 31, (in millions of dollars)				Six Months Ended July 31, (in millions of dollars)
	2023		2022		2023		2022
External Sales by product lines:
Disposables	$	12.55	$	12.72	$	24.91	$	27.22
Chemical		5.26		7.16		10.71		12.27
Fire Service		9.00		2.98		14.47		5.67
Gloves		0.49		0.55		1.20		1.09
High Visibility		1.58		1.34		2.73		2.94
High Performance Wear		1.47		1.11		2.74		2.48
Wovens		2.72		2.32		5.01		3.79
Consolidated external sales	$	33.07	$	28.18	$	61.77	$	55.46

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Investments and Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2021	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2021
Net income	$ 2,465	$ (870)		$ 3,785	$ 259
Basic	$ 0.33	$ 0.11		$ 0.52	$ 0.03
Diluted	$ 0.32	$ 0.11		$ 0.50	$ 0.03
Pro forma combined financial information [Member]
Net income		$ (971,000)	$ 2,965,000		$ 168,000	$ 7,964,000
Net sales		$ 28,534,000	$ 28,212,000		$ 56,602,000	$ 63,051,000
Basic		$ (0.13)	$ 0.37		$ 0.02	$ 1.00
Diluted		$ (0.13)	$ 0.36		$ 0.02	$ 0.98

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Investments and Acquisitions (Details Narrative) - USD ($) $ in Thousands		1 Months Ended			3 Months Ended			6 Months Ended
	Dec. 02, 2022	May 19, 2023	Oct. 26, 2022	Oct. 18, 2021	Jul. 31, 2023	Jul. 31, 2022	Apr. 28, 2022	Jul. 31, 2023	Jul. 31, 2022	Jan. 31, 2023
Recognized losses					$ 130	$ 100		$ 300	$ 130
Convertible series A shares issued					0			0		0
Investment Agreement [Member] | Bodytrak's [Member]
Payment of related party shares exchanged				$ 2,800
Percentages of total share capital				11.43%
Ownership percentage			22.50%
Additional shares of Series A, shares			254,452
Additional shares of Series A, amount			$ 1,200
Investment amount		$ 1,900
Investment funding amount		$ 600
Agreement interest rate description		The notes bear interest at either an annual rate of 12% for cash interest or 15% for payment in kind interest on the outstanding notes, such rate being selected by Bodytrak
Series A shares acquired, shares							381,679
Series A shares acquired, amount							$ 1,900
Convertible series A shares issued				508,905
Investment Agreement [Member] | Acquisition of Eagle [Member]
Adjustment to the accrued earnout payment					$ 700			$ 1,200
Net working capital acquired	$ 10,500
Acquired of Eagle Technical Products Limited ownership	100.00%
Eagle acquisition agreement, Description								the Company agreed to pay an earnout payment equal to the amount by which Eagle’s revenue exceeds 6 million GBP for the period May 1, 2022 through April 30, 2023. The Company also agreed to pay an earnout payment equal to the amount by which Eagle’s revenue exceeds 6.3 million GBP for the period May 1, 2023 through April 30, 2024. The estimated amount of the earnout payment developed using a Monte Carlo simulation included in the preliminary valuation was $3.2 million

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Inventories (Details) - USD ($) $ in Thousands	Jul. 31, 2023	Jan. 31, 2023
Inventories
Raw materials	$ 29,566	$ 29,036
Work-in-process	968	952
Finished goods	32,015	32,855
Excess and obsolete reserves	(5,181)	(4,667)
Inventories, net	$ 57,368	$ 58,176

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Goodwill and Intangible Assets Net (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jul. 31, 2023	Jul. 31, 2023
Goodwill and Intangible Assets Net
Balance at February 1, 2023	$ 5,940	$ 6,042
Amortization expense	(102)	(102)
Balance at July 31, 2023	$ 5,838	$ 5,838

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Contract Advances (Details) $ in Thousands	6 Months Ended
	Jul. 31, 2023 USD ($)
Contract Advances
Contract liability - January 31, 2023	$ 1,627
Increases to contract liability	271
Decreases to contract liability	(1,672)
Contract liability - July 31, 2023	$ 226

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LongTerm Debt (Details Narrative) - USD ($) $ in Millions	6 Months Ended
	Jul. 31, 2023	Jan. 31, 2023
HSBC Bank [Member]
Outstanding borrowings	$ 0.0	$ 0.4
Loan Agreement | Bank Of America
Warranties to the Lender in the Loan Agreement	The Company may request from time to time an increase in the revolving credit loan commitment of up to $5.0 million (for a total commitment of up to $30.0 million). Borrowing pursuant to the revolving credit facility is subject to a borrowing base amount calculated as (a) 80% of eligible accounts receivable, as defined, plus (b) 50% of the value of acceptable inventory, as defined, minus (c) certain reserves as the Lender may establish for the amount of estimated exposure, as reasonably determined by the Lender from time to time, under certain interest rate swap contracts. The borrowing base limitation only applies during periods when the Company’s quarterly funded debt to EBITDA ratio, as defined, exceeds 2.00 to 1.00
Revolving credit facility	$ 25.0
Individual acquisitions amount	15.0
Credit sub facility	$ 5.0
Credit facility mature date	Jun. 25, 2025
Acquisition description	Loan Agreement and the aggregate consideration does not exceed $7.5 million for any individual acquisition or $15.0 million on a cumulative basis for all such acquisitions
Maximum | Loan Agreement
Aggregate cumulative consideration	$ 7.5

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Concentration of Risk (Details Narrative) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jul. 31, 2022	Jul. 31, 2023
Cash balances in banks in the United States of America		$ 1.6
Cash balances in foreign bank accounts		22.6
Uninsured amount		$ 23.5
Major Customer [Member]
Concentration risk of net sales	10.00%	10.00%
Major Supplier [Member]
Concentration risk of net sales	10.00%	10.00%

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Stockholders Equity (Details) - 2017 Plan [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022
Total restricted stock and stock option programs	$ 38	$ 384	$ 445	$ 790
Total income tax benefit recognized for stock-based compensation arrangements	$ 8	$ 81	$ 94	$ 166

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Stockholders Equity (Details 1) - $ / shares	6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
Total Segment [Member]
Outstanding at beginning balance	168,145	247,808
Awarded	170,771	86,574
Vested	(95,805)	(141,833)
Forfeited	(60,630)	0
Outstanding at ending balance	182,481	192,549
Performance Based [Member]
Outstanding at beginning balance	127,480	232,838
Awarded	64,953	33,492
Vested	(71,202)	0
Forfeited	(32,112)
Outstanding at ending balance	89,119	147,166
Service Based [Member]
Outstanding at beginning balance	40,665	14,970
Awarded	105,818	53,082
Vested	(24,603)	(22,669)
Forfeited	(28,518)	0
Outstanding at ending balance	93,362	45,383
Weighted Average Grant Date Fair Value [Member]
Weighted Average Grant Date Fair Value, Outstanding at beginning balance	$ 22.95	$ 20.89
Weighted Average Grant Date Fair Value, Awarded	14.20	18.17
Weighted Average Grant Date Fair Value, Vested	14.90
Weighted Average Grant Date Fair Value, Forfeited	0	0
Weighted Average Grant Date Fair Value, Outstanding at ending balance	$ 19.49	$ 19.66

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Stockholders Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Millions				1 Months Ended	6 Months Ended
	Apr. 07, 2022	Dec. 01, 2021	Jul. 06, 2021	Jun. 16, 2021	Jul. 31, 2023	Jan. 31, 2023	Feb. 17, 2021
Common stock, shares authorized					20,000,000,000	20,000,000,000
2017 Plan [Member]
Common stock, shares authorized					840,000
Price per share				$ 0.01
Repurchase of outstanding common stock				480,000
Unrecognized stock-based compensation expense					$ 1.9
Stock Repurchase Program [Member]
Remaining value of repurchase of outstanding common stock					$ 5.0		$ 5.0
Additional shares of common oitstanding	5,000,000	5,000,000	5,000,000
Repurchase of outstanding common stock					4,700
Repurchase of outstanding common stock, amount					$ 5,700.0

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Income Taxes (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jan. 31, 2023
Change in valuation allowance	$ 3,600,000		$ 3,600,000.0
Effective tax rates	31.50%	91.80%
Tax rate	21.00%	21.00%
Deferred tax benefits	$ (293,000)	$ 1,783,000
China Social Taxes [Member]
Tax rate	21.00%
Deferred tax benefits	$ 200,000
Federal tax statutory rate	35.00%
China Social Taxes 1 [Member]
Tax rate	21.00%
Deferred tax benefits	$ 2,000,000
Federal tax statutory rate	34.10%
2024 Plan [Member]
Effective tax rates	32.70%
Tax rate	21.00%
2023 Plan [Member]
Effective tax rates	149.90%
Tax rate	21.00%

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Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022
Net income (loss) per common share:
Net income	$ 2,465	$ (870)	$ 3,785	$ 259
Denominator for basic net income per share (weighted-average shares which exclude shares in the treasury, 1,353,508 and 964,722 at April 30, 2023 and 2022, respectively	7,409,305	7,670,636	7,340,914	7,656,470
Effect of dilutive securities from restricted stock plan	182,481	0	182,481	184,811
Denominator for diluted net income per share (adjusted weighted average shares)	7,591,786	7,670,636	7,523,395	7,841,281
Basic net income (loss) per share	$ 0.33	$ 0.11	$ 0.52	$ 0.03
Diluted net income (loss) per share	$ 0.32	$ 0.11	$ 0.50	$ 0.03

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Segment Reporting (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022	Jan. 31, 2023
Operating Profit (Loss)	$ 3,730	$ 1,795	$ 5,668	$ 3,243
Total assets	147,435		147,435		$ 142,327
Intersegment [Member]
Net sales	(12,020)	(15,190)	(22,100)	(24,390)
Operating Profit (Loss)	(330)	(720)	760	110
Total Segment [Member]
Net sales	33,070	28,180	61,770	55,460
External sales	33,070	28,180	61,770	55,460
Intersegment sales	12,020	15,190	22,100	24,390
Operating Profit (Loss)	3,730	5,670	1,800	3,240
Total assets	147,440	142,170	147,440	142,170
USA
Net sales	16,550	13,430	30,160	25,680
External sales	15,210	11,900	27,490	23,130
Intersegment sales	1,320	1,530	2,660	2,550
Operating Profit (Loss)	1,160	(1,240)	(650)	(3,300)
Total assets	70,180	64,330	70,180	64,330
Mexico
Net sales	2,370	1,500	3,610	2,740
External sales	1,090	1,060	1,890	1,910
Intersegment sales	1,280	440	1,720	830
Operating Profit (Loss)	(470)	(70)	(860)	(610)
Total assets	5,540	5,320	5,540	5,320
Canada
Net sales	2,030	2,260	4,560	4,530
External sales	2,040	2,260	4,560	4,530
Intersegment sales	0	0	10	0
Operating Profit (Loss)	210	320	660	950
Total assets	7,620	5,810	7,620	5,810
Other Foreign [Member]
Net sales	3,220	2,430	6,300	4,620
External sales	1,970	1,830	4,240	3,640
Intersegment sales	1,250	600	2,070	980
Operating Profit (Loss)	560	(70)	1,220	140
Total assets	9,760	9,240	9,760	9,240
Europe UK
Net sales	5,400	1,880	9,420	3,850
External sales	5,310	1,880	9,330	3,850
Intersegment sales	90	0	90	0
Operating Profit (Loss)	380	(360)	590	(620)
Total assets	11,420	12,530	11,420	12,530
Asia
Net sales	10,910	19,320	22,030	33,980
External sales	2,960	6,740	6,630	13,980
Intersegment sales	7,960	12,580	15,400	20,000
Operating Profit (Loss)	1,030	3,400	1,880	5,950
Total assets	32,150	35,640	32,150	35,640
Latin America
Net sales	4,610	2,550	7,790	4,450
External sales	4,490	2,510	7,630	4,420
Intersegment sales	120	40	150	30
Operating Profit (Loss)	1,190	540	2,070	840
Total assets	$ 10,770	$ 9,300	$ 10,770	$ 9,300

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Segment Reporting (Details 1) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022
External sales	$ 33,070	$ 28,180	$ 61,770	$ 55,460
Fire Service Member
External sales	9,000	2,980	14,470	5,670
Disposables
External sales	12,550	12,720	24,910	27,220
Chemical
External sales	5,260	7,160	10,710	12,270
Gloves Member
External sales	490	550	1,200	1,090
High Visibility Member
External sales	1,580	1,340	2,730	2,940
High Performance Wear
External sales	1,470	1,110	2,740	2,480
Wovens
External sales	$ 2,720	$ 2,320	$ 5,010	$ 3,790

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Subsequent Event (Details Narrative) - Bodytrak [Member] - Subsequent Event [Member] $ / shares in Units, $ in Millions	1 Months Ended
	Aug. 22, 2023 USD ($) $ / shares
Dividend per share | $ / shares	$ 0.03
Payment to party | $	$ 0.2