レイクランドインダストリーズの四半期報告

Large accelerated filer

Accelerated filer

Nonaccelerated filer

Smaller reporting company

Emerging growth company

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 April

30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

OMMISSION

ILE

UMBER

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:

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 May 30, 2025
Common Stock, $0.01 par value per share		9,514,599 Shares

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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)
	Condensed Consolidated Statements of Operations Three Months Ended April 30, 2025 and 2024		3
	Condensed Consolidated Statements of Comprehensive (Loss) Income Three Months Ended April 30, 2025 and 2024		4
	Condensed Consolidated Balance Sheets April 30, 2025 and January 31, 2025		5
	Condensed Consolidated Statements of Stockholders’ Equity Three Months Ended April 30, 2025 and 2024		6
	Condensed Consolidated Statements of Cash Flows Three Months Ended April 30, 2025 and 2024		7
	Notes to Condensed Consolidated Financial Statements		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		35
Item 4.	Controls and Procedures		35

PART II - OTHER INFORMATION:

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		37
Item 5	Other Information		37
Item 6.	Exhibits		38
	Signature Pages		39

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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 April 30,
	2025			2024
Net sales	$	46,746		$	36,309
Cost of goods sold		31,102			20,125

Gross profit		15,644			16,184
Operating expenses		20,278			13,982

Operating (loss) income		(4,634	)		2,202
Other income, net		106			11
Interest expense		(583	)		(172	)

(Loss) income before taxes		(5,111	)		2,041
Income tax (benefit) expense		(1,198	)		388

Net (loss) income	($	3,913	)	$	1,653

Net (loss) income per common share:
Basic	($	0.41	)	$	0.22

Diluted	($	0.41	)	$	0.22

Weighted average common shares outstanding:
Basic		9,498,604			7,364,757
Diluted		9,498,604			7,582,449

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

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LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (L

OSS

) INCOME

(UNAUDITED)

($000’s)


	Three Months Ended April 30,
	2025			2024
Net (loss) income	( $	3,913	)	$	1,653
Other comprehensive income (loss):
Foreign currency translation adjustments		751			158

Comprehensive (loss) income	( $	3,162	)	$	1,811

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

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LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(000’s except for share information)


	April 30,			January 31,
	2025			2025
ASSETS
Current assets
Cash and cash equivalents	$	18,618		$	17,476
Accounts receivable, net of allowance for doubtful accounts of $1,291 and $1,237 at April 30, 2025 and January 31, 202 5 , respectively		27,629			27,607
Inventories		85,823			82,739
Prepaid VAT and other taxes		2,600			2,598
Income tax receivable and other current assets		6,036			6,111

Total current assets		140,706			136,531
Property and equipment, net		14,612			13,948
Operating leases right-of-use assets		13,563			13,917
Deferred tax assets		5,637			6,270
Other assets		380			122
Goodwill		17,082			16,240
Intangible assets, net		26,148			25,503

Total assets	$	218,128		$	212,531

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	14,650		$	15,742
Accrued compensation and benefits		5,116			4,501
Other accrued expenses		9,973			8,130
Income tax payable		1,288			1,993
Current portion of loans payable		1,632			939
Current portion of operating lease liabilities		3,608			3,602

Total current liabilities		36,267			34,907
Deferred income taxes		3,505			3,891
Loans payable – long term		24,651			16,426
Long-term portion of operating lease liabilities		10,323			10,681

Total liabilities		74,746			65,905

Commitments and contingencies (Note 11)
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 10,872,551 and 10,856,812; outstanding 9,514,343 and 9,498,604 at April 30, 2025 and January 31, 2025, respectively		109			109
Treasury stock, at cost; 1,358,208 shares at April 30, 2025 and January 31, 2025, respectively		(19,979	)		(19,979	)
Additional paid-in capital		123,339			123,136
Retained earnings		46,122			50,320
Accumulated other comprehensive loss		(6,209	)		(6,960	)

Total stockholders’ equity		143,382			146,626

Total liabilities and stockholders’ equity	$	218,128		$	212,531

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

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LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(000’s except for share information)


											Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total

	Common Stock				Treasury Stock
	Shares		Amount		Shares			Amount
Balance, January 31, 2024		8,722,965	$	87		(1,358,208	)	$	(19,979	)	$	79,420		$	69,282		$	(5,360	)	$	123,450
Net income		—		—		—			—			—			1,653			—			1,653
Other comprehensive loss		—		—		—			—			—			—			158			158
Dividends		—		—		—			—			—			(221	)		—			(221	)
Stock-based compensation:
Restricted stock issued		13,058		—		—			—			—			—			—			—
Restricted stock plan		—		—		—			—			198			—			—			198
Return of shares in lieu of payroll withholding		—		—		—			—			(129	)		—			—			(129	)

Balance, April 30, 2024		8,736,023	$	87		(1,358,208	)	$	(19,979	)	$	79,489		$	70,714		$	(5,202	)	$	125,109

Balance, January 31, 2025		10,856,812	$	109		(1,358,208	)	$	(19,979	)	$	123,136		$	50,320		$	(6,960	)	$	146,626
Net (loss)		—		—		—			—			—			(3,913	)		—			(3,913	)
Other comprehensive loss		—		—		—			—			—			—			751			751
Dividends		—		—		—			—			—			(285	)		—			(285	)
Stock-based compensation:
Restricted stock issued		15,739		—		—			—			—			—			—			—
Restricted stock plan		—		—		—			—			329			—			—			329
Return of shares in lieu of payroll withholding		—		—		—			—			(126	)		—			—			(126	)

Balance, April 30, 2025		10,872,551	$	109		(1,358,208	)	$	(19,979	)	$	123,339		$	46,122		$	(6,209	)	$	143,382

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

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LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

($000’

)


	Three Months Ended April 30,
	2025			2024

Cash flows from operating activities:
Net (loss) income	( $	3,913	)	$	1,653
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities
Deferred income taxes		243			77
Depreciation and amortization		1,138			647
Amortization of step-up in inventory basis		447			—
Stock based and restricted stock compensation		329			198
Equity in loss of equity investment		—			101
Change in fair value of earnout consideration		—			(711	)
(Increase) decrease in operating assets, net of effect of business acquisition
Accounts receivable		160			(404	)
Inventories		(3,505	)		433
Prepaid VAT and other taxes		(2	)		541
Other current assets		(160	)		(2,255	)
Increase (decrease) in operating liabilities, net of effect of business acquisition
Accounts payable		(1,117	)		861
Accrued expenses and other liabilities		1,708			(852	)
Operating lease liabilities		(169	)		4

Net cash (used in) provided by operating activities		(4,841	)		293

Cash flows from investing activities:
Purchases of property and equipment		(1,209	)		(466	)
Acquisitions, net of cash acquired		—			(8,141	)
Investments in convertible debt instruments		—			(639	)

Net cash (used in) investing activities:		(1,209	)		(9,246	)

Cash flows from financing activities:
Term loan borrowings		2,555			—
Term loan repayments		(237	)		(364	)
Credit line - borrowings		6,600			12,300
Dividends paid		(285	)		(221	)
Shares returned to pay employee taxes under restricted stock program		(126	)		(129	)

Net cash provided by financing activities		8,507			11,586

Effect of exchange rate changes on cash and cash equivalents		(1,315	)		510

Net increase in cash and cash equivalents		1,142			3,143
Cash and cash equivalents at beginning of period		17,476			25,222

Cash and cash equivalents at end of period	$	18,618		$	28,365

Supplemental disclosure of cash flow information:
Cash paid for interest	$	581		$	174

Cash paid for taxes	$	643		$	397

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

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LAKELAND INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Business

Lakeland Industries, Inc. and Subsidiaries, doing business as “Lakeland Fire + Safety” (“Lakeland,” the “Company,” “we,” “our” or “us”), manufacture and sell a comprehensive line of fire services and industrial protective clothing and accessories for the industrial and first responder markets. Our products are sold globally by our

in-house

sales teams, our customer service group, and authorized independent sales representatives to a strategic global network of selective fire safety and industrial distributors and wholesale partners. Our authorized distributors supply end users, such as integrated oil, chemical/petrochemical, automobile, transportation, 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, including 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 mix of end-users directly and to industrial distributors, depending on the particular country and market. In addition to the United States, sales are made into more than 50 foreign countries, the majority of which were into China, the European Economic Community (“EEC”), Canada, Chile, Argentina, Russia, Kazakhstan, Colombia, Mexico, Ecuador, India, Uruguay, Middle East, Southeast Asia, Australia, Hong Kong and New Zealand.

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, that management considers necessary 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, 2026, or for any future period. The January 31, 2025, 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 and for the years ended January 31, 2025 and 2024, included in our most recent annual report

on Form 10-K

filed on April 17, 2025.

In this Form

10-Q,

(a) “FY” means fiscal year; thus, for example, FY26 refers to the fiscal year ending January 31, 2026, (b) “Q” refers to quarter; thus, for example, Q1 FY26 refers to the first quarter of the fiscal year ending January 31, 2026, (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.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

Segment Reporting

The Company adopted ASU

No. 2023-07

(“ASU

2023-07”),

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

for the year ended January 31, 2025 and applied it retrospectively for the prior period presented. See “Note 12. Segment Reporting.”

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Income Taxes

In December 2023, the FASB issued ASU

2023-09,

“Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This guidance requires a public entity to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. The guidance also requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. This guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and this guidance should be applied prospectively but there is the option to apply it retrospectively. The Company plans to adopt the provisions of this guidance in conjunction with our Form

10-K

for our fiscal year ending January 31, 2026.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU

No. 2024-03

(“ASU

2024-03”),

Disaggregation of Income Statement Expenses (“DISE”)

. ASU

2024-03

requires disaggregated disclosure of income statement expenses for public business entities. ASU

2024-03

does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. As revised by ASU

No. 2025-01,

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, the provisions of ASU

2024-03

are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. With the exception of expanding disclosures to include more granular income statement expense categories, we do not expect the adoption of ASU

2024-03

to have a material effect on our consolidated financial statements taken as a whole.

3.	Investments and Acquisitions

Acquisition of Veridian

On December 16, 2024, the Company acquired 100% of

U.S.-based

Veridian Limited (Veridian) for cash consideration of approximately $26.1 million subject to post-closing adjustments and customary holdback provisions. Founded in 1992, Veridian is a leading provider of firefighter protective apparel, including fire and rescue garments, gloves and boots.

Veridian’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. Veridian’s operating results and assets, including acquired intangibles and goodwill, are reported as part of United States in our geographic segment reporting.

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The following table summarizes the preliminary fair values of the Veridian assets acquired and liabilities assumed at the date of the acquisition:


Net working capital acquired, including cash of $0.5 million	$	8,843
Property, plant and equipment		1,287
Right of use assets		768
Customer relationships		9,950
Trade names		1,400

Goodwill		4,956
Backlog		200
Lease liabilities		(768	)
Other liabilities assumed		(568	)

Total net assets acquired	$	26,068

Assets acquired and liabilities assumed in connection with the acquisition were recorded at estimated fair values. Estimated fair values were determined by management, based in part on an independent valuation performed by a third-party valuation specialist. The valuation methods used to determine the estimated fair value of intangible assets included the excess earnings approach for customer relationships using customer inputs and contributory charges, the relief from royalty method for trade names and trademarks and technological

know-how.

Several significant assumptions and estimates were involved in the application of these valuation methods, including forecasted sales volumes and prices, royalty rates, costs to produce, tax rates, capital spending, discount rates, attrition rates and working capital changes. Cash flow forecasts were generally based on Veridian’s

pre-acquisition

forecasts. Identifiable intangible assets with finite lives are subject to amortization over their estimated useful lives. Amortization of Veridian’s identifiable intangible assets will be deductible for tax purposes.

Goodwill is calculated as the excess of the purchase price over the estimated fair value of net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Among the factors that contributed to a purchase price in excess of the estimated fair value of the net tangible and intangible assets acquired were the acquisition of an assembled workforce, the expected synergies and other benefits that we believe will result from combining the operations of Veridian with our operations. Goodwill related to the Veridian acquisition is deductible for tax purposes.

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 of inventory, contractual relationships, tangible assets and intangible assets. 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.

Acquisition of LHD

On July 1, 2024, the Company acquired 100% of the shares of

LHD Group Deutschland GmbH’s

fire and rescue business and its subsidiaries in Hong Kong and Australia (collectively, “LHD”) in an

all-cash

transaction subject to post-closing adjustments and customary holdback provisions. Total consideration was $14.8 million, net of $1.5 million cash acquired, of which $15.5 million was paid to retire LHD’s debt and $0.8 million was paid to the seller at closing. LHD is a leading provider of firefighter turnout gear, accessories, and personal protective equipment

, as well as decontamination LHD’s operating results are included in our consolidated financial statements from the acquisition date.

, repair and maintenance

services

. LHD has 111 employees worldwide and is headquartered in Wesseling, Germany, with operations in Hong Kong and Australia.

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The acquisition qualified as a business combination and was accounted for using the acquisition method of accounting. LHD’s operating results and assets, including acquired intangibles and goodwill, are reported as part of Europe in our geographic segment reporting.

The following table summarizes the preliminary fair values of the LHD assets acquired and liabilities assumed at the date of the acquisition and reflective of measurement period adjustments:


Net working capital acquired, including cash of $1.5 million	$	5,903
Property, plant and equipment		801
Right of use assets		2,905
Customer relationships		5,237
Trade names and trademarks		1,296
Technological know-how		270
Other		(76	)
Goodwill		7,606
Lease liabilities		(2,905	)
Other liabilities assumed		(4,780	)

Total net assets acquired	$	16,257

know-how.

pre-acquisition

forecasts. Identifiable intangible assets with finite lives are subject to amortization over their estimated useful lives. The customer relationships, trade names and trademarks and technological

know-how

acquired in the LHD transaction are being amortized over periods of 20 years, 10 years and 15 years, respectively, and are not deductible for tax purposes.

Goodwill is calculated as the excess of the purchase price over the estimated fair value of net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Among the factors that contributed to a purchase price in excess of the estimated fair value of the net tangible and intangible assets acquired were the acquisition of an assembled workforce, the expected synergies and other benefits that we believe will result from combining the operations of LHD with our operations. Goodwill related to the LHD acquisition is not deductible for tax purposes.

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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, inventory, contractual relationships, tangible assets 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.

Acquisition of Jolly

On February 5, 2024, the Company acquired 100% of the shares of Italy and Romania-based Jolly Scarpe S.p.A. and Jolly Scarpe Romania S.R.L. (collectively, “Jolly”) in an

all-cash

transaction. Total consideration was $9.0 million, of which $7.5 million was paid to the seller at closing, and $1.5 million remained unpaid subject to post-closing adjustments and customary holdback provisions. Jolly is a leading designer and manufacturer of professional footwear for the firefighting, military, police, and rescue markets. The company is headquartered in Montebelluna, Italy, with manufacturing operations in Bucharest, Romania, and has 150 employees. Jolly’s primary customers are based in Europe.

Jolly’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. Jolly’s operating results and assets, including acquired intangibles and goodwill, are reported as part of Europe in our geographic segment reporting.

The following table summarizes the fair values of the Jolly assets acquired and liabilities assumed at the date of the acquisition and reflective of measurement period adjustments:


Net working capital acquired, including cash of $3.0 million and inventory of $6.0 million	$	9,246
Property, plant and equipment		1,277
Right of use assets		1,783
Customer relationships		425
Trade names and trademarks		610
Technological know-how		272

Goodwill		1,363
Lease liabilities		(1,783	)
Other liabilities assumed, including debt of $3.7 million		(4,212	)

Total net assets acquired	$	8,981

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know-how.

pre-acquisition

forecasts. Identifiable intangible assets with finite lives are subject to amortization over their estimated useful lives.

The customer relationships, trade names and trademarks and technological

know-how

acquired in the Jolly transaction are being amortized over periods of 14 years, 10 years and 10 years, respectively, and are not deductible for tax purposes.

Goodwill is calculated as the excess of the purchase price over the estimated fair value of net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Among the factors that contributed to a purchase price in excess of the estimated fair value of the net tangible and intangible assets acquired were the acquisition of an assembled workforce, the expected synergies and other benefits that we believe will result from combining the operations of Jolly with our operations. Goodwill related to the Jolly acquisition is not deductible for tax purposes.

The following unaudited pro forma information presents our combined results as if the Veridian, LHD and Jolly acquisitions had occurred at the beginning of FY25. 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, Veridian, LHD and Jolly during the period 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 amount)	Quarter Ended April 30, 2024
Net sales	$	49.7
Net income	$	1.8

Basic earnings per share	$	0.24

Diluted earnings per share	$	0.23

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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 period 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):


	April 30, 2025			January 31, 2025
Raw materials	$	41,742		$	39,344
Work-in-process		1,655			2,692
Finished goods		46,313			44,158

Excess and obsolete adjustments		(3,887	)		(3,455	)

	$85,823				$82,739

5.	Goodwill and Intangible Assets, Net

Changes in goodwill during the three months ended April 30, 2025, were as follows (in $000s):


Balance at January 31	$	16,240
Currency translation		842
Balance at April 30	$	17,082

Changes in intangible assets, net, during the

three

months ended April

2025

, were as follows (in $

000

s):


Balance at January 31	$	25,503
Amortization		(381	)
Currency translation		1,026

Balance at April 30	$	26,148

6.	Long-Term Debt

Revolving Credit Facility

On June 25, 2020, the Company entered into a Loan Agreement (the “Original Loan Agreement”) with Bank of America, N.A. (“Lender”), as amended by Amendment No. 1 to the Loan Agreement, dated June 18, 2021 (“Amendment No. 1”), Amendment No. 2 to the Loan Agreement, dated March 3, 2023 (“Amendment No. 2”), Amendment No. 3 to the Loan Agreement, dated November 30, 2023 (“Amendment No. 3”), Amendment No. 4 to the Loan Agreement, dated March 28, 2024 (“Amendment No. 4”), and Amendment No. 5 to the Loan Agreement, dated December 12, 2024 (“Amendment No. 5” and, collectively with Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No. 4, the “Loan Agreement Amendments”; and the Original Loan Agreement, as amended by the Loan Agreement Amendments, the “Amended Loan Agreement”).

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sub-facility.

On January 24, 2025, as required by the Amended Loan Agreement, the Company used certain net proceeds of its equity issuance to reduce the principal amount outstanding under the Amended Loan Agreement. As a result thereof, the maximum principal amount under the revolving credit facility was reduced to $40 million. The credit facility matures on December 12, 2029.

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 Amended Loan Agreement provides for a fee on any difference between the line of credit commitment and the amount of credit it actually uses, determined by the daily amount of credit outstanding during the specified period. Such fee is calculated at the Applicable Rate and is payable quarterly.

12-month

period ending with the applicable quarterly reporting period. In addition, the Company has agreed to maintain a springing “asset coverage ratio” (as defined in the Amended Loan Agreement) of at least 1.10x, but only to the extent that the maximum funded debt to EBITDA ratio exceeds 3.25x at any reporting period. The Company was in compliance with all of its debt covenants as of April 30, 2025.

The Company also agreed to certain negative covenants under the Amended Loan Agreement that are customary for credit arrangements of this type, including restrictions regarding the ability of the Company and/or its subsidiaries to conduct business, grant liens, make certain investments, make substantial changes in the present executive or management personnel, and incur additional indebtedness, which negative covenants are subject to certain exceptions. Moreover, the Amended Loan Agreement contains restrictions on the Company’s ability to enter into mergers and other business combination transactions and to purchase or acquire other businesses or their assets, although the Company may purchase a business or its assets without the consent of the Lender if the aggregate amount of consideration paid for by the Company is less than $26,000,000 for any individual acquisition or $36,000,000 on a cumulative basis for all such acquisitions or purchases subsequent to the date of Amendment No. 5. The Amended Loan Agreement also authorizes the Company to enter into additional lines of credit or incur liabilities in connection with the acquisitions of foreign subsidiaries in foreign countries where the Lender lacks a physical presence (such amounts not to exceed $10.0 million in the aggregate).

The Amended Loan Agreement contains customary events of default that include, among other things (subject to any applicable cure periods and materiality qualifier),

non-payment

of principal, interest or fees, defaults under related agreements with the Lender, cross-defaults under agreements for other indebtedness, violation of covenants, inaccuracy of representations and warranties, bankruptcy and insolvency events, material judgments and material adverse change. Upon the occurrence of an event of default, the Lender may terminate all loan commitments, declare all outstanding indebtedness owing under the Amended Loan Agreement and related documents to be immediately due and payable, and may exercise its other rights and remedies provided for under the Amended Loan Agreement.

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In connection with the Amended Loan Agreement, the Company entered into with the Lender (i) a security agreement dated June 25, 2020, pursuant to which the Company granted to the Lender a first priority perfected security interest in substantially all of the personal property and the intangibles of the Company, and (ii) a pledge agreement, dated June 25, 2020, pursuant to which the Company granted to the Lender a first priority perfected security interest in the stock of its subsidiaries (limited to 65% of those subsidiaries that are considered “controlled foreign subsidiaries” as set forth in the Internal Revenue Code and regulations). The Company’s obligations to the Lender under the Amended Loan Agreement are also secured by a negative pledge evidenced by a

Non-encumbrance

Agreement covering the real property owned by the Company in Decatur, Alabama.

As of April 30, 2025, the Company had no borrowings outstanding on the letter of credit

sub-facility

and borrowings of $19.8 million outstanding under the revolving credit facility

and there was $20.2

million of additional available credit under the Loan Agreement. As of January 31, 2025, the Company had no borrowings outstanding on the letter of credit sub-facility and borrowings of $13.2 million outstanding under the revolving credit facility

and there was $26.8 million of additional available credit under the Loan Agreement. The interest rate on outstanding borrowings was

6.47

at April 30, 2025 and January 31, 2025.

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Borrowings in UK

On December 31, 2014, the Company and Lakeland Industries Europe, Ltd. (“Lakeland UK”), a wholly owned subsidiary of the Company, amended the terms of its existing line of credit facility with HSBC Bank to provide for (i) a

one-year

extension of the maturity date of the existing financing facility to December 19, 2016, (ii) an increase in the facility limit from £1.3

million

(approximately USD $1.9 million, based on exchange rates at time of closing) to £1.5

million

(approximately USD $2.3 million, based on exchange rates at time of closing), and (iii) a decrease in the annual interest rate margin from 3.46% to 3.0%. In addition, pursuant to a letter agreement dated December 5, 2014, the Company agreed that £0.4

million

(approximately USD $0.6 million, based on exchange rates at the time of closing) of the note payable by the UK subsidiary to the Company shall be subordinated in priority of payment to the subsidiary’s obligations to HSBC under the financing facility. This agreement has been subsequently amended with the most recent amendment on March 8, 2022. The cumulative result of the amendments through March 8, 2022

reflect

a reduction of the service charge to 0.765%.

The agreement can be terminated with three months’ notice. There were no borrowings outstanding under this facility at April 30, 2025 and January 31, 2025.

Pacific Borrowings

Pacific has a term loan facility with the Bank of New Zealand. The facility includes two term loans. The first term loan

of 1.5

million

New Zealand dollars matures on December 17, 2025, carries an interest rate of 2.3% per annum and requires monthly payments of $19,350.27 New Zealand dollars. The second term loan of 0.2

millio

New Zealand dollars matures on November 18, 202

, carries an interest rate of 8.07% per annum and requires monthly payments of 10,545

New Zealand dollars. Total amounts due under the term loans were

$0.5

million at April 30, 2025 and January 31, 2025.

Jolly Borrowings

On May 9, 2024, Jolly entered into a term loan agreement for 1.5

million

Euros to support working capital requirements with Banca Intesa Spa. The term loan

matures

on March 31, 2027, and carries an interest rate of 5.42%.

The term loan is being repaid in 11 quarterly installments of

0.1

million

Euros. The loan is guaranteed by SACE S.p.A., the Italian state-owned export credit finance agency.

On March 6, 2025, Jolly entered into a term loan agreement for 2.0

million

Euros to support working capital requirements with Banca Intesa Spa. The term loan

matures

on September 30, 2028, and carries an interest rate with a fixed rate

portion

of 1.45% and variable rate

portion

based on the three-month EURIBOR rate. The interest rate at April 30, 2025 was 3.935%. The term loan will be repaid in 11

quarterly

installments of 0.2

million Euros, beginning September 30, 2025. Interest payments are made quarterly. The loan is guaranteed by SACE S.p.A., the Italian state-owned export credit finance agency.

Jolly received an advance of 1.2

million

Euros from BNL Bank as an advance on an Italian firefighters contract that will conclude in FY26. Interest on the advance is Euribor plus 1.0%.

As of April 30, 2025 and January 31, 2025, the outstanding balance under the term loans was

$4.9

million and $2.5 million, respectively.

LHD Borrowings

Prior to the Company’s acquisition, LHD secured a federally guaranteed term loan of 0.8

million

uros from Commerzbank AG under the “KfW Quick Loan 2020” program, launched by the German government in 2020 to support small and

medium-sized

enterprises affected by the

COVID-19

crisis. Repayments of the loan, which matures on June 30, 2030, are made in quarterly installments of 25,000 Euros.

The loan carries an interest rate of

per annum, with interest payments being due in arrears at the end of each quarter. As of April 30, 2025 and January 31, 2025, the outstanding balance was $

0.7

million.

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Veridian Borrowings

Prior to the Company’s acquisition, in February 2024, Veridian secured a term loan with USBank for a piece of equipment. The loan is for 60 months with monthly payments of approximately $8,000. The interest rate on the loan is 5.13%.

As of April 30, 2025 and January 31, 2025, the outstanding balance was

$0.3 million

and $0.4 million, respectively

Approximate maturities on our term loans over the next five years from April 30, 2025, are $1.6 million in FY26, $3.1 million in FY27, $1.2 million in FY28, $0.2 million in FY29, $20.2 million thereafter.

7.	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. The 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); Royal Bank of Scotland, Rural Credit Cooperative of Shandong; Postal Savings Bank of China; Punjab National Bank; HSBC in India, Argentina, Australia 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; ALFA Bank and Bank Uralsib in Russia, JSC Bank Centercredit in Kazakhstan; Bank of New Zealand in New Zealand; BNL Gruppo Paribas, Banca Monti Dei ‘Paschi and Banca Intesa Spa in Italy; BCR in Romania; NAB in Australia: and Commerzbank AG in Germany. The Company monitors its financial depositories by their credit rating, which varies by country.

Additionally

, cash balances in banks in the United States are insured by the Federal Deposit Insurance Corporation subject to certain limitations.

As of April 30, 2025,

approximately $

3.0

million

was

included in U.S. bank accounts and approximately $

15.6

million

was included

in foreign

bank accounts

of which $

17.8

million was uninsured.

As of January 31, 2025,

approximately $1.3 million

was

included in U.S. bank accounts and approximately $16.2 million

was included

in foreign bank accounts

of which $16.7 million was uninsured.

8.	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”).

An aggregate of 1,240,000 shares of the Company’s common stock are currently 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 April 30,
	2025		2024
2017 Plan:
Total restricted stock and stock option programs	$	329	$	198
Total income tax expense recognized for stock-based compensation arrangements	$	69	$	42

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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 three months ended April 30, 2025 and 2024. This table reflects the amount of awards granted and the number of shares that would be vested if the Company were to achieve the maximum performance level under the March 2023, April 2024 and April 2025 grants.


	Performance- Based			Service- Based			Total			Weighted Average Grant Date Fair Value
Outstanding at January 31, 2025		69,670			182,135			251,805		$	17.36
Awarded		—			65,108			65,108		$	16.14
Vested		(3,304	)		(12,435	)		(15,739	)	$	20.60
Forfeited		—			—			—
Outstanding at April 30, 2025		66,366			234,808			301,174		$	16.93


	Performance- Based			Service- Based			Total			Weighted Average Grant Date Fair Value
Outstanding at January 31, 2024		82,330			112,890			195,220		$	16.61
Awarded		12,799			48,461			61,260		$	18.45
Vested		—			(20,274	)		(20,274	)	$	17.92
Forfeited		(4,281	)		(14,233	)		(18,514	)
Outstanding at April 30, 2024		90,848			126,844			217,692		$	16.61

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 on measures that include Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) margin, revenue growth, and return on invested capital for the April 2022 grants. Performance measures for the March 2023 grants are revenue growth, EBITDA margin and return on invested capital. The performance measures for the April 2024 grants are aggregate revenue during FY25, FY26, and FY27; EBITDA margin; and free cash flow margin. The performance measures for the April 2025 grants are aggregate revenue during FY26, FY27, and FY28; Adjusted EBITDA; and free cash flow margin. 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, is recognized over the requisite performance/service period using the straight-line method and is periodically adjusted for the probable number of shares to be awarded. As of April 30, 2025, unrecognized stock-based compensation expense totaled $3.5 million pursuant to the 2017 Plan based on outstanding awards under the Plan. This expense is expected to be recognized over approximately t

hree

years.

Stock Repurchase Program

On April 7, 2022, the Board of Directors authorized a stock repurchase program under which the Company may repurchase up to $5.0 million of its outstanding common stock, which became effective upon the completion of a 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 $5.0 million of its outstanding common stock.

shares were repurchased during Q

, leaving $

5.0

million remaining under the share repurchase program at April

2025

. The share repurchase program has

expiration date but may be terminated by the Board of Directors at any time.

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9.	Income Taxes

The Company’s provision for inc

ome

taxes for the three months ended April 30, 2025 and 2024 is based on the estimated annual effective tax rate, in addition to discrete items.

The Company’s effective tax rate for the first quarter of FY26 was 23.4%, which differs from the U.S. federal statutory rate of 21% primarily due to rate differentials in foreign tax jurisdictions. The Company’s effective tax rate for the first quarter of FY25 was 19.0% which differs from the U.S. federal statutory rate of 21%, primarily due to rate differentials in foreign tax jurisdictions and the Global Intangible Low-Taxed Income (“GILTI”) provision and impacts from the final

earn-out

adjustments related to the Pacific and Eagle acquisitions.

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 $6.8 million and $6.6 million as of April 30, 2025 and January 31, 2025, respectively.

With the exception of our UK and China subsidiaries for which we accrue relevant deferred tax impacts related to

non-indefinitely

reinvested cash, we consider the excess of the amount for financial reporting over the tax basis (including undistributed and previously taxed earnings) of investments in our other foreign subsidiaries as of April 30, 2025 to be indefinitely reinvested in the foreign jurisdictions on the basis of our specific plan for reinvestment and estimates that future domestic cash generation will be sufficient to meet future domestic cash needs. Therefore, we have not provided for deferred taxes related to such excess or the relevant portions thereof and disclosed that the determination of any deferred taxes related to this excess is not practicable in those permanently reinvested jurisdictions. We have made no changes to our policy on indefinite reinvestment during the quarter ended April 30, 2025.

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10.	Net (Loss) Income Per Share

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


	Three Months Ended April 30,
	2025			2024
Numerator:
Net (loss) income	( $	3,913	)	$	1,653

Denominator:
Denominator for basic net (loss) income per share (weighted-average shares which exclude shares in the treasury, 1,358,208 at April 30, 2025 and 2024)		9,498,604			7,364,757
Effect of dilutive securities from restricted stock plan		—			217,692

Denominator for diluted net (loss) income per share (adjusted weighted average shares)		9,498,604			7,582,449

Basic net (loss) income per share	( $	0.41	)	$	0.22

Diluted net (loss) income per share	( $	0.41	)	$	0.22

For the three months ended April 30, 2025, 0.3

million shares of unvested restricted stock awards were excluded from the calculation of diluted earnings per share due to their anti-dilutive effect. There were no shares of unvested restricted stock awards excluded from the calculation of diluted earnings per share for the three months ended April 30, 2024.

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11.	Contingencies

Certain conditions may exist as of the date the 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 legal counsel assess such contingent liabilities, which inherently involve 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 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 consolidated financial statements. If the assessment indicates that a potential 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.

During the third quarter of FY24, the Company sent a letter to the landlord outlining certain structural defects on the newly constructed facility in Monterrey, Mexico that would inhibit the Company from effectively utilizing the facility for its intended purpose. The Company has initiated discussions with the landlord as to potential remedies that may inform our decision-making process with respect to this property. Changes in our long-term intended use for the building may impact the carrying value of the currently recorded right of use asset.

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 April 30, 2025 and January 31, 2025, to the best of the Company’s knowledge, there were no significant outstanding claims or litigation.

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12.	Segment Reporting

Domestic and international sales from continuing operations are as follows in millions of dollars:


	Three Months Ended April 30,
	2025		2024
Domestic	$	20.7	$	14.3
International		26.0		22.0

Total	$	46.7	$	36.3

The Company is organized into seven geographical operating segments that are based on management responsibilities: US Operations (including Corporate), Europe, Mexico, Asia, Canada, Latin America and Other Foreign.

The Company adopted ASU

No. 2023-07

(“ASU

2023-07”),

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

for the year ended January 31, 2025 and applied it retrospectively for the prior period presented.

Gross profit and Operating profit are the measures used by the chief operating decision maker, identified as our President and Chief Executive Officer, to evaluate segment performance and identify opportunities when allocating resources.

The accounting principles applied at the reportable segment level in determining the segment measure of profit or loss are the same as those applied at the consolidated financial statement level. Sales and transfers between operating segments are accounted for at market-based transaction prices and are eliminated in consolidation.

Our US operations include a facility in Alabama (primarily the distribution to customers of the bulk of our products and the light manufacturing of our chemical, wovens, reflective, and fire products) and facilities in Iowa and Arkansas (fire services). The Company also maintains one manufacturing facility in China (primarily disposable and chemical suit production), a manufacturing facility in Mexico (primarily disposable, reflective, fire and chemical suit production), a manufacturing facility in Vietnam (primarily disposable production), a manufacturing facility in Argentina (primarily wovens and production), a manufacturing facility in Romania (boots), a manufacturing facility in New Zealand (helmets) and two small manufacturing facilities in India. Our China and Vietnam facilities produce a significant portion of the Company’s products. We evaluate the performance of these entities based on gross profit which is defined as net sales less cost of goods sold, and 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, Australia, New Zealand and China, which sell and distribute products shipped from the United States, Mexico, China, Vietnam or India.

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


	Three Months Ended April 30,
	2025			2024
	(in millions of dollars)
Net Sales
US Operations (including Corporate)	$	22.5		$	15.9
Europe		12.1			6.0
Mexico		1.8			1.6
Asia		12.0			10.4
Canada		2.4			3.0
Latin America		4.3			4.9
Other foreign		4.7			4.5
Less intersegment sales		(13.1	)		(10.0	)

Consolidated sales	$	46.7		$	36.3

External Sales
USA Operations (including Corporate)	$	20.7		$	14.3
Europe		11.8			6.0
Mexico		1.2			1.1
Asia		3.6			3.3
Canada		2.3			3.0
Latin America		4.1			4.8
Other foreign		3.0			3.8

Consolidated external sales	$	46.7		$	36.3

Intersegment Sales
USA Operations (including Corporate)	$	1.8		$	1.6
Europe (UK)		0.3			—
Mexico		0.6			0.5
Asia		8.4			7.1
Canada		0.1			—
Latin America		0.2			0.1
Other foreign		1.7			0.7

Consolidated intersegment sales	$	13.1		$	10.0

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	Three Months Ended April 30,
	2025			2024
	(in millions of dollars)
Cost of Goods Sold:
USA Operations (including Corporate)	$	15.3		$	9.1
Europe		8.9			4.5
Mexico		1.8			1.5
Asia		9.6			8.2
Canada		1.9			1.7
Latin America		2.9			2.2
Other foreign		3.1			2.7
Less intersegment cost of goods sold		(12.4	)		(9.8	)

Consolidated cost of goods sold	$	31.1		$	20.1

Gross Profit:
USA Operations (including Corporate)	$	7.2		$	6.8
Europe		3.2			1.5
Mexico		—			0.1
Asia		2.4			2.2
Canada		0.5			1.3
Latin America		1.4			2.7
Other foreign		1.6			1.8
Less intersegment loss		(0.7	)		(0.2	)

Consolidated gross profit	$	15.6		$	16.2

Operating Expenses:
USA Operations (including Corporate)	$	10.7		$	7.5
Europe		4.0			1.9
Mexico		0.7			0.5
Asia		1.5			1.2
Canada		0.7			1.0
Latin America		1.6			0.9
Other foreign		1.4			1.3
Less intersegment operating expenses		(0.3	)		(0.3	)

Consolidated operating expenses	$	20.3		$	14.0

Operating (Loss) Income:
USA Operations (including Corporate)	$	(3.5	)	$	(0.7	)
Europe		(0.8	)		(0.4	)
Mexico		(0.7	)		(0.4	)
Asia		0.9			1.0
Canada		(0.2	)		0.3
Latin America		(0.2	)		1.8
Other foreign		0.2			0.5
Less intersegment loss (income)		(0.3	)		0.1

Operating (loss) income	($	4.6	)	$	2.2

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	As of April 30,			As of January 31,
	2025			2025
	(in millions of dollars)
Total Assets:
USA Operations (including Corporate)	$	169.3		$	167.4
Europe		63.2			60.3
Mexico		14.1			13.7
Asia		47.4			48.0
Canada		6.3			6.4
Latin America		22.9			21.7
Other foreign		19.6			18.3
Less intersegment		(124.7	)		(123.3	)

Consolidated assets	$	218.1		$	212.5

Total Assets Less Intersegment:
USA Operations (including Corporate)	$	87.0		$	85.6
Europe		57.7			55.3
Mexico		11.6			11.2
Asia		21.4			21.3
Canada		4.3			4.6
Latin America		18.3			18.0
Other foreign		17.8			16.5

Consolidated assets	$	218.1		$	212.5

Total Goodwill and Intangible Assets
USA Operations (including Corporate)	$	17.0		$	17.1
Europe		24.3			22.7
Other foreign		1.9			1.9

Consolidated goodwill and intangible assets	$	43.2		$	41.7

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The table below presents external sales by product line:


	Three Months Ended April 30, (in millions of dollars)
	2025		2024
External Sales by product lines:
Disposables	$	13.1	$	13.2
Chemical		6.1		6.3
Fire		21.0		10.5
Gloves		0.3		0.5
High Visibility		1.0		1.2
High Performance Wear		1.6		1.2
Wovens		3.6		3.4

Consolidated external sales	$	46.7	$	36.3

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13.	Subsequent Events

Second Quarter Dividend

On May 1, 2025, the Company’s Board of Directors declared a quarterly cash dividend. The quarterly dividend of $0.03 per share or approximately $0.3 million, was paid on May 22, 2025, to stockholders of record as of May 15, 2025.

Letter of Intent – Decatur, Alabama Warehouse Facility

Subsequent to April 30, 2025, the Company developed a plan to sell our warehouse facility in Decatur, Alabama. On June 6, 2025, the Company entered into a letter of intent to sell the warehouse facility to an unrelated party. The letter of intent includes a short-term lease on one of the existing warehouses. The sale is expected to close in the third quarter of FY26.

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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.

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:

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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, including risks relating to the impacts of tariff policies, which could affect our ability to manufacture or sell our products, obtain products from foreign suppliers or control the costs of our products;

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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;

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

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

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

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

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

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

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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;

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

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our operations are substantially dependent upon key personnel;

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technological change could negatively affect sales of our products and our performance;

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

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data privacy and security laws relating to the handling of personal information are evolving across the world and may be drafted, interpreted, or applied in a manner that results in increased costs, legal claims, fines against us, or reputational damage;

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our success depends in part on our proprietary technology, and if we fail to successfully obtain or enforce our intellectual property rights, our competitive position may be harmed;

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We are implementing a new enterprise resource planning system;

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We have identified a material weakness in our internal control over financial reporting;

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we deal in countries where corruption is an obstacle;

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

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

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environmental laws and regulations may subject us to significant liabilities;

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

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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;

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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;

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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; and

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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 2025 Form 10-K.

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We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements that 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 2,000 global safety and industrial supply distributors. Our authorized distributors supply end users, such as integrated oil, chemical/petrochemical, automobile, transportation, 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, including 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 into more than 50 foreign countries, the majority of which were into China, the European Economic Community (“EEC”), Canada, Chile, Argentina, Russia, Kazakhstan, Colombia, Mexico, Ecuador, India, Uruguay, Middle East, Southeast Asia, New Zealand, Australia and Hong Kong.

The Company’s strong market position across its focus product categories and markets is supported by continued and increasing investment in its global footprint, particularly owning and operating its own manufacturing facilities, acquiring complementary companies or products that expand and enhance product offerings and/or geographic customer territories and investing in sales and marketing resources in countries around the world. We believe that ownership of manufacturing is the cornerstone of building a resilient supply chain and providing high-quality products to our customers. Having ten manufacturing locations in eight countries on five continents, and sourcing core raw materials from multiple suppliers in various countries affords Lakeland with superior manufacturing capabilities and supply chain resilience compared to our competitors who use contractors. Additionally, our focus on providing customers with best-in-class service includes the strategic location of our sales team members.

Lakeland is committed to protecting the world’s workers, first responders, and communities while creating shareholder value. Key elements of our corporate strategy include:

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Creating a high-performance culture driven by our corporate values,

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Investing resources in high-growth geographies and product categories,

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Building a premier global firefighter safety brand through product and marketing enhancements,

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Driving profitable growth in high-end chemical and limited-use/disposable protective clothing through product development, strategic pricing initiatives, channel diversification, and operations optimization, and

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Acquiring companies that improve Lakeland’s competitive advantage in focus markets.

On December 16, 2024, the Company acquired U.S.-based Veridian Limited (Veridian) for cash consideration of approximately $26.1 million subject to post-closing adjustments and customary holdback provisions. Founded in 1992, Veridian is a leading provider of firefighter protective apparel, including fire and rescue garments, gloves and boots, with an annual revenue of approximately $21 million. Veridian has approximately 150 employees and is headquartered in Des Moines, Iowa.

On July 1, 2024, the Company acquired the fire and rescue business of LHD Group Deutschland GmbH and its subsidiaries in Hong Kong and Australia (collectively, “LHD”) in an all-cash transaction subject to post-closing adjustments and customary holdback provisions. Total consideration was $14.8 million, net of $1.5 million cash acquired, of which $15.5 million was paid to retire LHD’s debt and $0.8 million was paid to the seller at closing. LHD is a leading provider of firefighter turnout gear, accessories, and personal protective equipment, as well as decontamination, repair and maintenance services. LHD has 111 employees worldwide and is headquartered in Wesseling, Germany, with operations in Hong Kong and Australia.

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On February 5, 2024, the Company acquired Italy and Romania-based Jolly Scarpe S.p.A. and Jolly Scarpe Romania S.R.L. (collectively, “Jolly”) in an all-cash transaction. Total consideration was $9.0 million, of which $7.5 million was paid to the seller at closing, and $1.5 million remained unpaid subject to post-closing adjustments and customary holdback provisions. Jolly is a leading designer and manufacturer of professional footwear for the firefighting, military, police, and rescue markets. The company is headquartered in Montebelluna, Italy, with manufacturing operations in Bucharest, Romania, and has 150 employees. Jolly’s primary customers are based in Europe.

Our net sales attributable to customers outside the United States were $26.0 million and $22.0 million for the three months ended April 30, 2025 and 2024, respectively.

We are continually monitoring the potential financial impact of the Russian invasion of Ukraine on our operations. For the three months ended April 30, 2025, sales in Russia were approximately 1.4% of our consolidated sales and sales into Ukraine were not significant. We do not have any capital assets in Russia.

Results of Operations

Three Months ended April 30, 2025, Compared to the Three Months Ended April 30, 2024

Net Sales. Net sales were $46.7 million for the three months ended April 30, 2025, an increase of $10.4 million or 28.7% compared to $36.3 million for the three months ended April 30, 2024. Sales of our Fire Services product line increased $10.5 million due to $9.8 million in sales from Veridian acquired in December 2024 and LHD acquired in July 2024, and $0.7 million growth in the product line. Our Industrials product line sales in Q1 FY26 were in line with Q1 FY25 with a slight contraction of $0.1 million.

Gross Profit. Gross profit for the three months ended April 30, 2025 was $15.6 million, a decrease of $0.6 million, or 3.7%, compared to $16.2 million for the three months ended April 30, 2024. Gross profit as a percentage of net sales decreased to 33.5% for the three-month period ended April 30, 2025, from 44.6% for the three months ended April 30, 2024. Gross profit performance declined in the three months ended April 30, 2025 due to revenue mix coupled with lower margins in our acquired businesses, higher manufacturing and freight costs. Our margins in the acquired businesses were impacted by the amortization of the write-up in inventory as part of purchase accounting.

Operating Expense. Operating expenses increased by $6.3 million, or 45.0%, from $14.0 million for the three months ended April 30, 2024 to $20.3 million for the three months ended April 30, 2025. This increase is attributable to the acquisitions of Veridian and LHD which increased operating expenses by $2.8 million. In addition, the Company incurred transaction-related expenses related to our acquisitions of $0.9 million coupled with severance costs of $0.6 million, costs of $0.2 million due to ongoing PFAS litigation and $0.6 million of costs associated with the Monterrey facility. The remaining increase was related to additional selling expenses including travel and trade shows, increased outbound freight, professional fees and administrative expenses of $1.1 million. During the quarter ended April 30, 2024, the Company evaluated the earnout consideration accrual related to the Eagle and Pacific acquisitions and reduced the accrual by $0.7 million, which was recorded as a reduction in operating expense. Operating expenses as a percentage of net sales were 43.4% for the three months ended April 30, 2025, up from 38.5% for the three months ended April 30, 2024, primarily due to the factors noted above.

Operating Loss. Operating loss was ($4.6) million for the three months ended April 30, 2025 compared to an operating profit of $2.2 million for the three months ended April 30, 2024, due to the impacts detailed above. Operating margins were (9.9%) for the three months ended April 30, 2025, as compared to 6.1% for the three months ended April 30, 2024.

Income Tax Expense (Benefit). Income tax expense consists of federal, state and foreign income taxes. Income tax benefit was $1.2 million for the three months ended April 30, 2025, compared to income tax expense of $0.4 million for the three months ended April 30, 2024. The income tax benefit is a result of the pre-tax operating loss in the three months ended April 30, 2025. The Company’s effective tax rate for the first quarter of FY26 was 23.4% which differs from the U.S. federal statutory rate of 21% primarily due to rate differentials in foreign tax jurisdictions. The Company’s effective tax rate for the first quarter of FY24 was 19.0%, which differs from the U.S. federal statutory rate of 21% primarily due to rate differentials in foreign tax jurisdictions and the GILTI provision, and the earn-out adjustments related to the Pacific and Eagle acquisitions.

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Net Income (Loss). Net loss was ($3.9) million for the three months ended April 30, 2025 down from net income of $1.7 million for the three months ended April 30, 2024.

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Liquidity and Capital Resources

At April 30, 2025, cash and cash equivalents were approximately $18.6 million, and working capital was approximately $104.4 million. Cash and cash equivalents increased $1.1 million, and working capital increased $2.8 million from January 31, 2025 due to the balance sheet fluctuations described below.

Of the Company’s total cash and cash equivalents of $18.6 million as of April 30, 2025, cash held in Latin America of $2.2 million, cash held in the UK of $2.5 million, cash held in Russia and Kazakhstan of $1.9 million, cash held in the EEC of $4.8, cash held in India of $0.6 million, cash held in Vietnam of $0.2 million, and cash held in Hong Kong of $0.1 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 $1.8 million balance at April 30, 2025, an additional 10% withholding tax may be incurred in that country. The Company expects to repatriate cash from China during FY 26 and in anticipation of doing so, has accrued withholding tax expense of $0.3 million as of April 30, 2025.

Cash used in operations was $4.9 million due to net loss of ($3.9) million, and an increase in working capital of $3.0 million offset by non-cash charges of $2.1 million. Net cash used in investing activities was $1.2 million for capital expenditures for our new ERP system and replacement of manufacturing equipment. Net cash provided by financing activities was $8.5 million due to $6.6 million borrowed under our credit facility to fund working capital increases and the addition of a $2.2 million working capital loan for Jolly to support their operations offset by dividends of $0.3 million, repayment of short-term borrowings of $0.2 million and $0.1 million in shares returned to pay income taxes on shares vested under our equity compensation program.

We believe our current cash, cash equivalents, borrowing capacity under our Loan Agreement, and the cash to be generated from expected product sales will be sufficient to meet our projected operating and investing requirements (including planned capital expenditures) for at least the next twelve months. However, our liquidity assumptions may prove to be incorrect, and we may need to utilize our available financial resources sooner than we currently expect.

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4”), and Amendment No. 5 to the Loan Agreement, dated December 12, 2024 (“Amendment No. 5” and, collectively with Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No. 4, the “Loan Agreement Amendments”; and the Original Loan Agreement, as amended by the Loan Agreement Amendments, the “Amended Loan Agreement”).

The Amended Loan Agreement provides the Company with a secured revolving credit facility of up to $60.0 million of borrowings from December 12, 2024 through January 31, 2026 and of up to $50.0 million of borrowings from February 1, 2026 through January 31, 2027 (in each case, such limits remain subject to a reduction to no less than $40.0 million from the net proceeds of equity issuances if the Company raises capital during such periods). The revolving credit facility includes a $10.0 million letter of credit sub-facility. On January 24, 2025, as required by the Amended Loan Agreement, the Company used certain net proceeds of its equity issuance to reduce the principal amount outstanding under the Amended Loan Agreement. As a result thereof, the maximum principal amount under the revolving credit facility was reduced to $40 million. The credit facility matures on December 12, 2029.

Borrowings under the revolving credit facility bear interest at a rate per annum equal to the sum of (i) the greater of the daily Secured Overnight Financing Rate (“SOFR”) or an index floor of 1% plus (ii) the Applicable Rate (as defined in the Amended Loan Agreement). The Applicable Rate is based on a funded debt-to-EBITDA ratio (discussed below) and includes four different levels constituting a SOFR margin range from 1.25% to 2.00%. All outstanding principal and unpaid accrued interest under the revolving credit facility are 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 Amended Loan Agreement provides for a fee on any difference between the line of credit commitment and the amount of credit it actually uses, determined by the daily amount of credit outstanding during the specified period. Such fee is calculated at the Applicable Rate and is payable quarterly.

The Company made certain representations and warranties to the Lender in the Amended Loan Agreement that are customary for credit arrangements of this type. The Company also agreed to maintain, as of the end of each fiscal quarter a minimum “basic fixed charge coverage ratio” (as defined in the Amended Loan Agreement) of at least 1.20x and a “funded debt to EBITDA ratio” (as defined in the Amended Loan Agreement) not to exceed 3.5x (with step-downs to 3.25x and 3.0x on February 1, 2026 and February 1, 2027, respectively), in each case for the trailing 12-month period ending with the applicable quarterly reporting period. In addition, the Company has agreed to maintain a springing “asset coverage ratio” (as defined in the Amended Loan Agreement) of at least 1.10x, but only to the extent that the maximum funded debt to EBITDA ratio exceeds 3.25x at any reporting period. The Company was in compliance with all of its debt covenants as of April 30, 2025.

Stock Repurchase Program. On April 7, 2022, the Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $5.0 million of its outstanding common stock, which became effective upon the completion of a 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 $5.0 million of its outstanding common stock.

No shares were repurchased in the three months ended April 30, 2025 leaving $5.0 million remaining under the share repurchase program at April 30, 2025. The share repurchase program has no expiration date but may be terminated by the Board of Directors at any time.

Quarterly Cash Dividend. On February 1, 2025, the Board of Directors declared a quarterly cash dividend. The quarterly dividend of $0.03 per share was paid on February 24, 2025, to stockholders of record as of February 17, 2025.

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Capital Expenditures. Our capital expenditures for the three months ended April 30, 2025 of $1.2 million principally relate to capital investment in our new ERP system and some replacement equipment for our manufacturing sites. We anticipate FY26 capital expenditures to be approximately $3.0 million to replace existing equipment in the normal course of operations, expand our fire services products manufacturing capabilities and invest in our new ERP system. We expect to fund the capital expenditures from our cash flows 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 2025 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 2025 Form 10-K. There have been no significant changes in the application of our critical accounting policies during the three months ended April 30, 2025.

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.

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 April 30, 2025. 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 this evaluation, our principal executive officer and principal financial officer have concluded that as of April 30, 2025, our disclosure controls and procedures were not effective due to 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 2025 Form 10-K, management identified certain deficiencies in the Company’s internal control over financial reporting that aggregated to a material weakness related to the completeness and accuracy of its foreign reporting packages. Specifically, the Company has undergone significant changes in size, complexity and geographic footprint primarily due to multiple acquisitions, and has numerous systems that process financially relevant data. Of these systems, Sage X3 (United States, Canada and the United Kingdom) and Kingdee (China and Hong Kong), were in the Company’s scope for testing of information technology general controls (“ITGCs”) in support of management’s assessment of internal control over financial reporting. The Company’s consolidation process is manual and based upon reporting packages submitted by the various locations. For those locations where the financially relevant systems were not in-scope and not subject to the Company’s testing of ITGCs, the financial reporting controls, as designed, do not adequately address the completeness and accuracy of the foreign reporting packages.

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The reporting packages form the basis of multiple controls, including a key management review control designed to detect a material misstatement in the Company’s consolidated financial statements as well as other controls. Additionally, the Company did not update the control activities documentation for numerous locations and, in some cases, did not change control processes to reflect changes in operating structure. This contributed to the material weakness disclosed in our 2025 Form 10-K in the Company’s internal controls.

Management’s Remediation Plan and Status

In response to the material weakness, management has taken, or is in the process of taking, the following actions:

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Implementing an enterprise resource planning (“ERP”) system, which is expected to roll out in phases over the next several years. Phase I should be completed by the end of the 2026 fiscal year;

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Established a technology committee of the Board of Directors to oversee the role of technology in executing the Company’s business strategy and risks associated with technology strategies, major technology investments, operational performance and technology trends; and

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Migrating substantially all of our operations to a common accounting system and utilizing a common chart of accounts and improved accounting close and revise procedures.

While we have taken steps to 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 April 30, 2025 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 April 7, 2022, the Board of Directors authorized a stock repurchase program under which the Company may repurchase up to $5 million of its outstanding common stock (the “Share Repurchase Program”). The Share Repurchase Program became effective upon the completion of a prior Share Repurchase Program. The Share Repurchase Program has no expiration date; however, it may be terminated by the Board of Directors at any time. 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 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 d

efine

d in Rule

10b-18(a)(3)

of the Exchange Act, of shares of the Company’s common stock during the first quarter of fiscal 2026:


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 (2)
February 1 – February 28		3,453	$	—		—	$	5,030,479
March 1 – March 31		—	$	—		—	$	5,030,479
April 1 – April 30		2,716	$	—		—	$	5,030,479
Total		6,169	$	—		—	$	5,030,479

(1)	Includes withholding of 6,169 restricted shares to cover taxes on vested restricted shares during the first quarter of FY26.

(2)	Represents the amount remaining under our share repurchase program as of April 30, 2025.

Item 5.

Other Information

None.

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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*		Amended and Restated Lakeland Industries, Inc. Employee Stock Purchase Plan

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 April 30, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive (Loss) Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of 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: June 9, 2025						/s/ James M. Jenkins
						James M. Jenkins,
						Chief Executive Officer, President and Executive Chairman (Principal Executive Officer and Authorized Signatory)

Date: June 9, 2025						/s/ Roger D. Shannon
						Roger D. Shannon,
						Chief Financial Officer and Secretary (Principal Financial Officer and Authorized Signatory)

EX-10.1 2 d807369dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

AMENDED AND RESTATED

LAKELAND INDUSTRIES, INC.

EMPLOYEE STOCK PURCHASE PLAN

1. Purpose. This Lakeland Industries, Inc. Employee Stock Purchase Plan (the “Plan”) is intended to provide employees of the Company and its Participating Subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Common Stock. The Company intends that the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code and the Plan shall be interpreted in a manner that is consistent with that intent.

2. Definitions.

“Board” or “Board of Directors” means the Board of Directors of the Company, as constituted from time to time.

“Code” means the U.S. Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.

“Committee” means the committee appointed by the Board to administer the Plan.

“Common Stock” means the common stock of the Company, par value $0.01 per share.

“Company” means Lakeland Industries, Inc., a Delaware corporation, including any successor thereto.

“Compensation” means base salary, wages, annual bonuses and commissions paid to an Eligible Employee by the Company or a Participating Subsidiary as compensation for services to the Company or Participating Subsidiary, before deduction for any salary deferral contributions made by the Eligible Employee to any tax-qualified or nonqualified deferred compensation plan, including overtime, vacation pay, holiday pay, jury duty pay and funeral leave pay, but excluding education or tuition reimbursements, imputed income arising under any group insurance or benefit program, travel expenses, business and relocation expenses, and income received in connection with stock options or other equity-based awards.

“Corporate Transaction” means a merger, consolidation, acquisition of property or stock, separation, reorganization or other corporate event described in Section 424 of the Code.

“Designated Broker” means the financial services firm or other agent designated by the Company to maintain ESPP Share Accounts on behalf of Participants who have purchased shares of Common Stock under the Plan.

“Effective Date” means the date as of which this Plan is adopted by the Board, subject to the Plan obtaining stockholder approval in accordance with Section 19.11 hereof.

“Eligible Employee” means an Employee who (i) has been employed by the Company or a Participating Subsidiary for at least six (6) months and (ii) is customarily employed for at least twenty (20) hours per week and more than five (5) months in any calendar year.

Notwithstanding the foregoing, the Committee may exclude from participation in the Plan or any Offering Employees who are “highly compensated employees” of the Company or a Participating Subsidiary (within the meaning of Section 414(q) of the Code) or a sub-set of such highly compensated employees.

“Employee” means any person who renders services to the Company or a Participating Subsidiary as an employee pursuant to an employment relationship with such employer. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on military leave, sick leave or other leave of absence approved by the Company or a Participating Subsidiary that meets the requirements of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three (3) months, or such other period of time specified in Treasury Regulation Section 1.421-1(h)(2), and the individual’s right to re-employment is not guaranteed by statute or contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three-month period, or such other period specified in Treasury Regulation Section 1.421-1(h)(2).

“ESPP Share Account” means an account into which Common Stock purchased with accumulated payroll deductions at the end of an Offering Period are held on behalf of a Participant.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, as of any date, the value of the shares of Common Stock as determined below. If the shares are listed on any established stock exchange or a national market system, including, without limitation, the New York Stock Exchange or the Nasdaq Stock Market, the Fair Market Value shall be the closing price of a share (or if no sales were reported, the closing price on the date immediately preceding such date) as quoted on such exchange or system on the day of determination, as reported in such source as the Committee deems reliable. In the absence of an established market for the shares, the Fair Market Value shall be determined in good faith by the Committee and such determination shall be conclusive and binding on all persons.

“Offering Date” means the first Trading Day of each Offering Period as designated by the Committee.

“Offering” or “Offering Period” means a period of six (6) months beginning each February 1st and August 1st of each year; provided, that, pursuant to Section 5, the Committee may change the duration of future Offering Periods (subject to a maximum Offering Period of twenty-seven (27) months) and/or the start and end dates of future Offering Periods.

“Participant” means an Eligible Employee who is actively participating in the Plan.

“Participating Subsidiaries” means the Subsidiaries that have been designated as eligible to participate in the Plan, and such other Subsidiaries that may be designated by the Committee from time to time in its sole discretion.

“Plan” means this Lakeland Industries, Inc. Employee Stock Purchase Plan, as set forth herein, and as amended from time to time.

“Purchase Date” means the last Trading Day of each Offering Period.

“Purchase Price” means an amount no less than the lesser of (i) eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the Offering Date or (ii) eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the Purchase Date; provided, that, the Purchase Price per share of Common Stock will in no event be less than the par value of the Common Stock.

“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary” means any corporation, domestic or foreign, of which not less than 50% of the combined voting power is held by the Company or a Subsidiary, whether or not such corporation exists now or is hereafter organized or acquired by the Company or a Subsidiary. In all cases, the determination of whether an entity is a Subsidiary shall be made in accordance with Section 424(f) of the Code.

“Trading Day” means any day on which the national stock exchange upon which the Common Stock is listed is open for trading or, if the Common Stock is not listed on an established stock exchange or national market system, a business day, as determined by the Committee in good faith.

3. Administration. The Plan shall be administered by the Committee, which shall have the authority to construe and interpret the Plan, prescribe, amend and rescind rules relating to the Plan’s administration and take any other actions necessary or desirable for the administration of the Plan, including, without limitation, adopting sub-plans applicable to particular Participating Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Section 423 of the Code. The Committee may correct any defect or supply any omission or reconcile any inconsistency or ambiguity in the Plan. The decisions of the Committee shall be final and binding on all persons. All expenses of administering the Plan shall be borne by the Company.

4. Eligibility. Unless otherwise determined by the Committee in a manner that is consistent with Section 423 of the Code, any individual who is an Eligible Employee as of the first day of the enrollment period designated by the Committee for a particular Offering Period shall be eligible to participate in such Offering Period, subject to the requirements of Section 423 of the Code.

Notwithstanding any provision of the Plan to the contrary, no Eligible Employee shall be granted an option under the Plan if (i) immediately after the grant of the option, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or hold outstanding options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary or (ii) such option would permit his or her rights to purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries to accrue at a rate that exceeds $25,000 of the Fair Market Value of such stock (determined at the time the option is granted) for each calendar year in which such option is outstanding at any time.

5. Offering Periods. The Plan shall be implemented by a series of Offering Periods, each of which shall be six (6) months in duration, with new Offering Periods commencing on or about February 1 and August 1 of each year (or such other times as determined by the Committee). The Committee shall have the authority to change the duration, frequency, start and end dates of Offering Periods.

6. Participation.

6.1 Enrollment; Payroll Deductions. An Eligible Employee may elect to participate in the Plan by enrolling electronically through the Plan’s online portal. Participation in the Plan is entirely voluntary. By enrolling through the Plan’s online portal, the Eligible Employee authorizes payroll deductions from his or her pay check in an amount equal to at least 1%, but not more than fifteen percent (15%), of his or her Compensation on each pay day occurring during an Offering Period (or such other maximum percentage as the Committee may establish from time to time before an Offering Period begins). Payroll deductions shall commence on the first payroll date following the Offering Date and end on the last payroll date on or before the Purchase Date. The Company shall maintain records of all payroll deductions but shall have no obligation to pay interest on payroll deductions or to hold such amounts in a trust or in any segregated account. Unless expressly permitted by the Committee, a Participant may not make any separate contributions or payments to the Plan.

6.2 Election Changes. During an Offering Period, a Participant may decrease or increase his or her rate of payroll deductions applicable to such Offering Period electronically through the Plan’s online portal. Similarly, a Participant may decrease or increase his or her rate of payroll deductions applicable to future Offering Periods electronically through the Plan’s online portal before the start of the next Offering Period.

6.3 Automatic Re-enrollment. The deduction rate selected electronically through the Plan’s online portal shall remain in effect for subsequent Offering Periods unless the Participant (a) authorizes a new level of payroll deductions in accordance with Section 6.2, (b) withdraws from the Plan in accordance with Section 10, or (c) terminates employment or otherwise becomes ineligible to participate in the Plan.

7. Grant of Option. On each Offering Date, each Participant in the applicable Offering Period shall be granted an option to purchase, on the Purchase Date, a number of shares of Common Stock determined by dividing the Participant’s accumulated payroll deductions by the applicable Purchase Price; provided, however, that in no event shall any Participant purchase more than 2,500 shares of Common Stock during an Offering Period (subject to adjustment in accordance with Section 18 and the limitations set forth in Section 13 of the Plan).

8. Exercise of Option/Purchase of Shares. A Participant’s option to purchase shares of Common Stock will be exercised automatically on the Purchase Date of each Offering Period. The Participant’s accumulated payroll deductions will be used to purchase the maximum number of whole shares that can be purchased with the amounts in the Participant’s notional account. No fractional shares may be issued upon the exercise of options granted under this Plan unless specifically provided for in the Offering. Any cash in lieu of fractional shares remaining in the Participant’s notional account after the purchase of whole shares will be carried forward and applied toward the purchase of whole shares for the immediately subsequent Offering Period, subject to earlier withdrawal by the Participant in accordance with Section 10 or termination of employment in accordance with Section 11.

9. Transfer of Shares. As soon as reasonably practicable after each Purchase Date, the Company will arrange for the delivery to each Participant of the shares of Common Stock purchased upon exercise of his or her option. The Committee may permit or require that the shares be deposited directly into an ESPP Share Account established in the name of the Participant with a Designated Broker and may require that the shares of Common Stock be retained with such Designated Broker for a specified period of time. Participants will not have any voting, dividend or other rights of a stockholder with respect to the shares of Common Stock subject to any option granted hereunder until such shares have been delivered pursuant to this Section 9.

10. Withdrawal.

10.1 Withdrawal Procedure. A Participant may withdraw from an Offering electronically through the Plan’s online portal at least one (1) business day before the Purchase Date. The accumulated payroll deductions held on behalf of a Participant in his or her notional account (that have not been used to purchase shares of Common Stock) shall be paid to the Participant promptly following the processing of his or her election to withdraw and the Participant’s option shall be automatically terminated. If a Participant withdraws from an Offering Period, no payroll deductions will be made during any succeeding Offering Period, unless the Participant re-enrolls in accordance with Section 6.1 of the Plan.

10.2 Effect on Succeeding Offering Periods. A Participant’s election to withdraw from an Offering Period will not have any effect upon his or her eligibility to participate in succeeding Offering Periods that commence following the completion of the Offering Period from which the Participant withdraws.

11. Termination of Employment; Change in Employment Status. Upon termination of a Participant’s employment for any reason, including death, disability or retirement, or a change in the Participant’s employment status following which the Participant is no longer an Eligible Employee, which in either case occurs at least thirty (30) days before the Purchase Date, the Participant will be deemed to have withdrawn from the Plan and the payroll deductions in the Participant’s notional account (that have not been used to purchase shares of Common Stock) shall be returned to the Participant, or in the case of the Participant’s death, to the person(s) entitled to such amounts under Section 17, and the Participant’s option shall be automatically terminated. If the Participant’s termination of employment or change in status occurs within thirty (30) days before a Purchase Date, the accumulated payroll deductions shall be used to purchase shares on the Purchase Date.

12. Interest. No interest shall accrue on or be payable with respect to the payroll deductions of a Participant in the Plan.

13. Shares Reserved for Plan.

13.1 Number of Shares. A total of one hundred thousand (100,000) shares of Common Stock have been reserved as authorized for the grant of options under the Plan. The shares of Common Stock may be newly issued shares, treasury shares or shares acquired on the open market.

13.2 Over-subscribed Offerings. The number of shares of Common Stock which a Participant may purchase in an Offering under the Plan may be reduced if the Offering is over-subscribed. No option granted under the Plan shall permit a Participant to purchase shares of Common Stock which, if added together with the total number of shares of Common Stock purchased by all other Participants in such Offering would exceed the total number of shares of Common Stock remaining available under the Plan. If the Committee determines that, on a particular Purchase Date, the number of shares of Common Stock with respect to which options are to be exercised exceeds the number of shares of Common Stock then available under the Plan, the Company shall make a pro rata allocation of the shares of Common Stock remaining available for purchase in as uniform a manner as practicable and as the Committee determines to be equitable.

14. Transferability. No payroll deductions credited to a Participant, nor any rights with respect to the exercise of an option or any rights to receive Common Stock hereunder may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 17 hereof) by the Participant. Any attempt to assign, transfer, pledge or otherwise dispose of such rights or amounts shall be without effect.

15. Application of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose to the extent permitted by applicable law, and the Company shall not be required to segregate such payroll deductions or contributions.

16. Statements. Participants will be provided with statements at least annually which shall set forth the contributions made by the Participant to the Plan, the Purchase Price of any shares of Common Stock purchased with accumulated funds, the number of shares of Common Stock purchased, and any payroll deduction amounts remaining in the Participant’s notional account.

17. Designation of Beneficiary. A Participant may file, on forms supplied by the Committee, a written designation of beneficiary who is to receive any shares of Common Stock and cash in respect of any fractional shares of Common Stock, if any, from the Participant’s ESPP Share Account under the Plan in the event of such Participant’s death. In addition, a Participant may file a written designation of beneficiary who is to receive any cash withheld through payroll deductions and credited to the Participant’s notional account in the event of the Participant’s death prior to the Purchase Date of an Offering Period.

18. Adjustments Upon Changes in Capitalization; Dissolution or Liquidation; Corporate Transactions.

18.1 Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the Company’s structure affecting the Common Stock occurs, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, the Committee will, in such manner as it deems equitable, adjust the number of shares and class of Common Stock that may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each outstanding option under the Plan, and the numerical limits of Section 7 and Section 13.

18.2 Dissolution or Liquidation. Unless otherwise determined by the Committee, in the event of a proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a new Purchase Date and the Offering Period will end immediately prior to the proposed dissolution or liquidation. The new Purchase Date will be before the date of the Company’s proposed dissolution or liquidation. Before the new Purchase Date, the Committee will provide each Participant with written notice, which may be electronic, of the new Purchase Date and that the Participant’s option will be exercised automatically on such date, unless before such time, the Participant has withdrawn from the Offering in accordance with Section 10.

18.3 Corporate Transaction. In the event of a Corporate Transaction, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a parent or Subsidiary of such successor corporation. If the successor corporation refuses to assume or substitute the option, the Offering Period with respect to which the option relates will be shortened by setting a new Purchase Date on which the Offering Period will end. The new Purchase Date will occur before the date of the Corporate Transaction. Prior to the new Purchase Date, the Committee will provide each Participant with written notice, which may be electronic, of the new Purchase Date and that the Participant’s option will be exercised automatically on such date, unless before such time, the Participant has withdrawn from the Offering in accordance with Section 10.

19. General Provisions.

19.1 Equal Rights and Privileges. Notwithstanding any provision of the Plan to the contrary and in accordance with Section 423 of the Code, all Eligible Employees who are granted options under the Plan shall have the same rights and privileges.

19.2 No Right to Continued Service. Neither the Plan nor any compensation paid hereunder will confer on any Participant the right to continue as an Employee or in any other capacity.

19.3 Rights as Stockholder. A Participant will become a stockholder with respect to the shares of Common Stock that are purchased pursuant to options granted under the Plan when the shares are transferred to the Participant’s ESPP Share Account. A Participant will have no rights as a stockholder with respect to shares of Common Stock for which an election to participate in an Offering Period has been made until such Participant becomes a stockholder as provided above.

19.4 Successors and Assigns. The Plan shall be binding on the Company and its successors and assigns.

19.5 Entire Plan. This Plan constitutes the entire plan with respect to the subject matter hereof and supersedes all prior plans with respect to the subject matter hereof.

19.6 Compliance with Law. The obligations of the Company with respect to payments under the Plan are subject to compliance with all applicable laws and regulations. Common Stock shall not be issued with respect to an option granted under the Plan unless the exercise of such option and the issuance and delivery of the shares of Common Stock pursuant thereto shall comply with all applicable provisions of law, including, without limitation, the Securities Act, the Exchange Act, and the requirements of any stock exchange upon which the shares may then be listed.

19.7 Notice of Disqualifying Dispositions. Each Participant shall give the Company prompt written notice of any disposition or other transfer of shares of Common Stock acquired pursuant to the exercise of an option acquired under the Plan, if such disposition or transfer is made within two (2) years after the Offering Date or within one (1) year after the Purchase Date.

19.8 Term of Plan. The Plan shall become effective on the Effective Date and, unless terminated earlier pursuant to Section 19.9, shall have a term of ten (10) years.

19.9 Amendment or Termination. The Committee may, in its sole discretion, amend, suspend or terminate the Plan at any time and for any reason. If the Plan is terminated, the Committee may elect to terminate all outstanding Offering Periods either immediately or once shares of Common Stock have been purchased on the next Purchase Date (which may, in the discretion of the Committee, be accelerated) or permit Offering Periods to expire in accordance with their terms (and subject to any adjustment in accordance with Section 18). If any Offering Period is terminated before its scheduled expiration, all amounts that have not been used to purchase shares of Common Stock will be returned to Participants (without interest, except as otherwise required by law) as soon as administratively practicable.

19.10 Applicable Law. The laws of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of the Plan, without regard to such state’s conflict of law rules.

19.11 Stockholder Approval. The Plan shall be subject to approval by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board.

19.12 Section 423. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Any provision of the Plan that is inconsistent with Section 423 of the Code shall be reformed to comply with Section 423 of the Code.

19.13 Withholding. To the extent required by applicable federal, state or local law, a Participant must make arrangements satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with the Plan.

19.14 Severability. If any provision of the Plan shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and the Plan shall be construed as if such invalid or unenforceable provision were omitted.

19.15 Headings. The headings of sections herein are included solely for convenience and shall not affect the meaning of any of the provisions of the Plan.

EX-31.1 3 d807369dex311.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James M. Jenkins, certify that:

I have reviewed this report on Form 10-Q of Lakeland Industries, Inc. (the “registrant”);

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;

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;

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:

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;

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;

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

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

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):

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

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: June 9, 2025

By: /s/ James M. Jenkins

Chief Executive Officer, President and Executive Chairman

EX-31.2 4 d807369dex312.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Roger D. Shannon, certify that:

I have reviewed this report on Form 10-Q of Lakeland Industries, Inc. (the “registrant”);

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: June 9, 2025

By: /s/ Roger D. Shannon

Chief Financial Officer and Secretary

EX-32.1 5 d807369dex321.htm EX-32.1 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 April 30, 2025 (the “Report”), I, James M. Jenkins, Chief Executive Officer, President and Executive Chairman 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/ James M. Jenkins

James M. Jenkins

Chief Executive Officer, President and Executive Chairman

June 9, 2025

EX-32.2 6 d807369dex322.htm EX-32.2 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 April 30, 2025 (the “Report”), I, Roger D. Shannon, Chief Financial Officer 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/ Roger D. Shannon

Roger D. Shannon

Chief Financial Officer and Secretary

June 9, 2025