UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark one)
X ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934 For the fiscal year ended January 31, 2005
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934 For the transition period from _____________ to
______________
Commission File Number: 0 - 15535
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LAKELAND INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3115216
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(State of Incorporation) (I.R.S. Employer Identification Number)
711 Koehler Ave., Suite 2, Ronkonkoma, NY 11779
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(Address of Principal Executive Offices)
(631) 981-9700
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $0.01 Par Value
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S - K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10 - K or any
amendment to this Form 10-K Yes X No
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes X No
--- ---
The aggregate market value of the Common Stock outstanding and held by
non-affiliates (as defined in Rule 405 under the Securities Exchange Act of
1934) of the Registrant, based upon the closing price of the Common Stock as
reported by the NASDAQ National Market on NASDAQ on the last day of the
registrant's most recently completed second quarter (July 31, 2004) was
approximately $82,092,000 (based on 3,658,295 shares held by non-affiliates).
The number of shares outstanding of the Registrant's common stock, $.01
par value, on May 31, 2005 was 5,017,046.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Registrant's Definitive Proxy Statement to be
filed with the Securities and Exchange Commission pursuant to Regulation 14A not
later than May 30, 2005,(for the Annual Meeting of Stockholders to be held June
15, 2005), are incorporated by reference to Part III of this Annual Report on
Form 10-K.
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LAKELAND INDUSTRIES, INC.
INDEX TO ANNUAL REPORT ON FORM 10-K/A
PART II:
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Item 9A Controls and Procedures
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: May 31, 2005
LAKELAND INDUSTRIES, INC.
By: /s/Christopher J. Ryan
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Christopher J. Ryan, Chief Executive Officer
and President
By: /s/Gary Pokrassa
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Gary Pokrassa, Chief Financial Officer
Exhibits
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31.1 Certification under Section 302 of the Sarbanes-Oxley Act of 2002 for
Christopher J. Ryan
31.2 Certification under Section 302 of the Sarbanes-Oxley Act of 2002 for Gary
Pokrassa
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EXPLANATORY NOTE
This amendment to our annual report on Form 10-K for the fiscal year ended
January 31, 2005 is being filed in order to furnish the internal control report
and related attestation report required by Section 404 of the Sarbanes-Oxley Act
of 2002 ("Sarbanes 404"), in accordance with the Security and Exchange
Commission's November 30, 2004 exemptive order.
PART II.
Item 9A: CONTROLS AND PROCEDURES
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Evaluation of Disclosure Controls and Procedures
We carried out an evaluation required by the 1934 Act, under the
supervision and with the participation of our principal executive officer and
principal financial officer, of the effectiveness of the design and operation of
our disclosure controls and procedures, as defined in Rule 13a-15(e) and
15d-15(e) of the 1934 Act, as of January 31, 2005. Based on this evaluation, our
principal executive officer and principal financial officer concluded that, as
of January 31, 2005, our disclosure controls and procedures were effective in
alerting them timely to material information required to be included in our
periodic SEC reports filed with the Security and Exchange Commission.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate
internal control over financial reporting, as defined in Rule 13a-15(f) and
15d-15(f) of the 1934 Act. Management has assessed the effectiveness of our
internal control over financial reporting as of January 31, 2005 based on
criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a
result of this assessment, management concluded that, as of January 31, 2005,
our internal control over financial reporting was effective in providing
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles in the United States of America. There
were several areas where we strengthened our controls as a result of this
evaluation, including some upgrades made in February 2005.
Our independent registered public accounting firm has issued an
attestation report on management's assessment of the company's internal control
over financial reporting. That report appears below in this Item 9A.
Except as described above in this Item 9A, there was no change in our
internal control over financial reporting during our fourth quarter of fiscal
year ended January 31, 2005 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
Limitations on Controls
Management does not expect that our disclosure controls and procedures or
our internal control over financial reporting will prevent or detect all errors
and fraud. Any control system, no matter how well designed and operated, is
based upon certain assumptions and can provide only reasonable, not absolute,
assurance that its objectives will be met. Further, no evaluation of controls
can provide absolute assurance that misstatements due to error or fraud will not
occur or that all control issues and instances of fraud, if any, within the
Company have been detected.
Through the year ended January 31, 2005 additional expense has been
incurred relating to documenting and testing the systems of internal controls.
The company hired an internal auditor in July 2004 and has contracted with an
independent consultant for services related to Sarbanes-Oxley Act compliance
with Section 404, in February 2004. The total amount expensed so far is
approximately $292,000 and is expected to increase in the first quarter of 2006
due to the hiring of additional accounting personnel and increased professional
fees.
Based on our assessment and those criteria, management believes that the company
maintained effective internal control over financial reporting as of January 31,
2005.
The company's independent registered public accounting firm has issued an
attestation report on management's assessment of the company's internal control
over financial reporting. That report appears below in this Item 9A.
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Report of Independent Registered Public Accounting Firm
On Internal Control Over Financial Reporting
Board of Directors and Stockholders
Lakeland Industries, Inc. and Subsidiaries
Ronkonkoma, New York
We have audited management's assessment, included in the accompanying
"Management's Report on Internal Control Over Financial Reporting", that
Lakeland Industries, Inc. and Subsidiaries ("Lakeland") maintained effective
internal control over financial reporting as of January 31, 2005, based on
criteria established in Internal Control--Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (the COSO
criteria). Lakeland's management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility
is to express an opinion on management's assessment and an opinion on the
effectiveness of the company's internal control over financial reporting based
on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed 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. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our opinion, management's assessment that Lakeland maintained effective
internal control over financial reporting as of January 31, 2005, is fairly
stated, in all material respects, based on the COSO criteria. Also in our
opinion, Lakeland maintained, in all material respects, effective internal
control over financial reporting as of January 31, 2005, based on the COSO
criteria.
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheet of
Lakeland as of January 31, 2005 and the related consolidated statements of
income, stockholders' equity, and cash flows for the year then ended, and our
report dated April 7, 2005 expressed an unqualified opinion on those
consolidated statements.
/s/ Holtz Rubenstein Reminick LLP
Melville, New York
May 27, 2005
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