LAKELAND INDUSTRIES INC - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations

(Edgar Glimpses Via Acquire Media NewsEdge) This Form 10-Q may contain certain "forward-looking" information within the meaning of the Private Securities Litigation Reform Act of 1995. This information involves risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. See Part I, Item 1.

Overview We manufacture and sell a comprehensive line of safety garments and accessories for the industrial protective clothing market. Our products are sold by our in-house customer service group, our regional sales managers and independent sales representatives to a network of over 1,200 North American safety and mill supply distributors. These distributors in turn supply end user industrial customers, such as integrated oil, chemical/petrochemical, utilities, automobile, steel, glass, construction, smelting, munition plants, janitorial, pharmaceutical, mortuaries and high technology electronics manufacturers, as well as scientific and medical laboratories. In addition, we supply federal, state and local governmental agencies and departments, such as fire and law enforcement, airport crash rescue units, the Department of Defense, the Department of Homeland Security and the Centers for Disease Control.

We have operated manufacturing facilities in Mexico since 1995, in China since 1996 and in Brazil since 2008. Beginning in 1995, we moved the labor intensive sewing operation for our limited use/disposable protective clothing lines to these facilities. Our facilities and capabilities in China and Mexico allow access to a less expensive labor pool than is available in the United States and permit us to purchase certain raw materials at a lower cost than are available domestically. As we have increasingly moved production of our products to our facilities in China, Mexico and Brazil, we have seen improvements in the profit margins for these products (other than issues with the Brazilian Navy contract as discussed herein) and for cost increases early in the second quarter of FY13 for which transfer pricing has been adjusted effective in the third quarter of FY13.

Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses and disclosure of contingent assets and liabilities. We base estimates on our past experience and on various other assumptions that we believe to be reasonable under the circumstances, and we periodically evaluate these estimates.

25 We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition. The Company derives its sales primarily from its limited use/disposable protective clothing and secondarily from its sales of high-end chemical protective suits, firefighting and heat protective apparel, gloves and arm guards and reusable woven garments. Sales are recognized when goods are shipped, at which time title and the risk of loss pass to the customer. Sales are reduced for sales returns and allowances. Payment terms are generally net 30 days for United States sales and net 90 days for international sales.

Substantially all the Company's sales outside Brazil are made through distributors. There are no significant differences across product lines or customers in different geographical areas in the manner in which the Company's sales are made.

Lakeland offers a growth rebate to certain distributors each year on a calendar-year basis. Sales are tracked on a monthly basis, and accruals are based on sales growth over the prior year. The growth rebate accrual is booked on a monthly basis as a reduction to revenue and an increase to liabilities if the accrual is increased and the reverse if the trend goes in the opposite direction over the prior year in a given month. Based on volume and products purchased, distributors can earn anywhere from 1% to 6% rebates in the form of either a quarterly or annual credit to their account, depending on the specific agreement. In estimating the accrual needed, management tracks sales growth over the prior year.

Our sales are generally final; however, requests for return of goods can be made and must be received within 90 days from invoice date. No returns will be accepted without a written authorization. Return products may be subject to a restocking charge and must be shipped freight prepaid. Any special made-to-order items are not returnable. Customer returns have historically been insignificant.

Customer pricing is subject to change on a 30-day notice; exceptions based on meeting competitors' pricing are considered on a case-by-case basis.

Inventories. Inventories include freight-in, materials, labor and overhead costs and are stated at the lower of cost (on a first-in, first-out basis) or market.

Provision is made for slow-moving, obsolete or unusable inventory.

Allowance for Doubtful Accounts. Trade accounts receivable are stated at the amount the Company expects to collect. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company recognizes losses when information available before the financial statements are issued or available to be issued indicates that it is probable that an asset has been impaired based on criteria noted above at the date of the financial statements, and the amount of the loss can be reasonably estimated. Management considers the following factors when determining the collectability of specific customer accounts: Customer creditworthiness, past transaction history with the customer, current economic industry trends and changes in customer payment terms. Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability. If the financial condition of the Company's customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Based on management's assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.

Uncertain Tax Positions. The Company only recognizes or continues to recognize tax positions that meet a "more likely than not" threshold. This guidance prescribes recognition thresholds that must be met before a tax benefit is recognized in the financial statements and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Under this guidance, an entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold.

26 Income Taxes and Valuation Allowances. We are required to estimate our income taxes in each of the jurisdictions in which we operate as part of preparing our consolidated financial statements. This involves estimating the actual current tax in addition to assessing temporary differences resulting from differing treatments for tax and financial accounting purposes. These differences, together with net operating loss carry forwards and tax credits, are recorded as deferred tax assets or liabilities on our balance sheet. A judgment must then be made of the likelihood that any deferred tax assets will be realized from future taxable income. A valuation allowance may be required to reduce deferred tax assets to the amount that is more likely than not to be realized. In the event we determine that we may not be able to realize all or part of our deferred tax asset in the future, or that new estimates indicate that a previously recorded valuation allowance is no longer required, an adjustment to the deferred tax asset is charged or credited to net income in the period of such determination.

Valuation of Goodwill and Other Intangible Assets. Goodwill represents the excess of purchase price over the fair value of the net assets acquired. The Company does not amortize goodwill but does assess the recoverability of goodwill each year, or more often if indicators warrant, by determining whether the fair value of each reporting unit supports its carrying value. The fair value of the Company's identified reporting units were estimated using the present value of expected future discounted cash flows.

The Company amortizes the cost of other intangible assets over their estimated useful lives, unless such lives are deemed indefinite. Intangible assets with indefinite lives are tested each year for impairment, or more often if indicators warrant. There were no impairment charges related to goodwill or other intangible assets for fiscal year 2013 and 2012.

Foreign Currency Risks. The functional currency for the Brazil operation is the Brazil Real; the United Kingdom, the Euro; the trading company in China, the RenminBi; the Canada Real Estate, the Canadian dollar; and the Russia operation, the Russian Ruble and Kazakhstan Tenge. All other operations have the U.S.

dollar as its functional currency.

Impairment of Long-Lived Assets.The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable. The carrying value of a long-lived asset is considered impaired when the total projected undiscounted cash flows from the asset are separately identifiable and are less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset.

Self-Insured Liabilities. We have a self-insurance program for certain employee health benefits. The cost of such benefits is recognized as expense based on claims filed in each reporting period and an estimate of claims incurred but not reported during such period. Our estimate of claims incurred but not reported is based upon historical trends. If more claims are made than were estimated or if the costs of actual claims increase beyond what was anticipated, reserves recorded may not be sufficient, and additional accruals may be required in future periods. We maintain separate insurance to cover the excess liability over set single claim amounts and aggregate annual claim amounts.

Loss Contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company's management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company's 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 financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

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

Significant Balance Sheet Fluctuation October 31, 2012, As Compared to January 31, 2012 The Company maintains operations in many countries, each of which require working capital. There are restrictions on movements of cash other than trade payables and potential tax liabilities if profits are repatriated. Accordingly, a substantial portion of the Company's cash is not readily available to pay corporate obligations from the United States, including the payments due pursuant to the Settlement Agreement (described herein and in Note 14). Cash decreased by $0.2 million as borrowings from TD Bank decreased by $1.9 million at October 31, 2012, with all TD borrowings including $5.8 million in term loans now classified as current. Accounts receivables increased $3.0 million, primarily due to the increase of sales in the nine months ended October 31, 2012 in Brazil of $14.2 million or 21.7% from the nine months ended January 31, 2012, primarily resulting from our Brazilian Navy contract. Inventory decreased by $4.4 million, including the $2.6 million of which decrease was in the U.S., with $0.7 million in chemical, as we changed our inventory mix to Lakeland branded products only. Our wovens division inventory decreased $1.4 million as a planned reduction as we physically moved this division from Missouri to Alabama.

Accounts payables increased $2.8 million due primarily to the $1.2 million increase in China payables as more materials are sourced and purchased in China and in Brazil in respect of raw material for the Navy Contract, all of which are paid on a more prolonged schedule than the average payable. As a result of the Settlement Agreement in Brazil, the balance sheet now reflects a total accrual of $6.7 million, with $4.9 million in non-current with $1.8 million current maturity and $0.7 million in accrued fees at October 31, 2012.

At October 31, 2012, the Company had an outstanding loan balance of $9.6 million under its revolving facility with TD Bank compared with $11.5 million at January 31, 2012. The term loan balance at October 31, 2012 was $5.8 million. Total stockholders' equity decreased $11.2 million principally due to the arbitration award and subsequent Settlement Agreement in Brazil and changes in foreign exchange translations in other comprehensive income of $3.2 million.

Three months ended October 31, 2012, As Compared to the Three Months Ended October 31, 2011 Net Sales. Net sales from continuing operations decreased $0.5 million, or 2%, to $24.2 million for the three months ended October 31, 2012, from $24.7 million for the three months ended October 31, 2011. The net decrease was due to a $2.9 million decrease in domestic sales offset in part by a $2.4 million increase in foreign sales. USA domestic sales of disposables decreased by $3.1 million, chemical suit sales decreased by $0.5 million, gloves decreased by $0.2 million, as reflective sales increased by $0.5 million, wovens sales increased by $0.1 million and fire product related sales increased by $0.3 million. The decrease in domestic sales was mainly due to the loss of the DuPont product sales as a result of the termination of the DuPont supply contract in July 2011, and partially due to a shortage in stock situation that management believes has been resolved (but may have continuing impact resulting from lost customers), and also to operating inefficiencies resulting from the move from St. Joseph, Missouri to Decatur, Alabama and Mexico which resulted in additional lost sales.

The sales team continues to make progress in converting customers from Tyvek, previously supplied DuPont product, to Lakeland branded products. Currently, the decreased sales due to the loss of the DuPont contract have not been offset by such sales of Lakeland branded products; however, the sales achieved from Lakeland branded products have greater gross profit margins than the DuPont Tyvek products, lessening the impact of the revenue reduction. While the Company's sales of Lakeland branded products show strong gains over the Lakeland branded product sales from the same period in the prior year, there can be no assurance that the lost sales volume can be rebuilt. Domestic sales in China and to the Asia Pacific Rim remain strong. UK sales increased by $1.2 million, or 83.4%. Chile and Argentina sales increased by 91%, Beijing sales increased by $0.4 million or 33.5% and Mexico sales increased by $0.2 million or 39.9%.

Gross Profit. Gross profit decreased $0.1 million, or 1.7%, to $7.3 million for the three months ended October 31, 2012, from $7.4 million for the three months ended October 31, 2011. Gross profit as a percentage of net sales was flat at 30.1% for the three months ended October 31, 2012, from 30% for the three months ended October 31, 2011. Factors driving the changes in gross margins were: 28 * Disposables margins increased 4.3 percentage points in the third quarter of FY13 over the third quarter of FY12, resulting mainly from changed sales mix of nearly all Lakeland branded products this year, while last year had more than 50% sales of DuPont products at a lower margin. This year's margin was lower than it otherwise would be as a result of lower volume and an increase in inventory reserves against Tyvek items remaining.

* China manufacturing gross margin at our Qingdao plant increased 10.7 percentage points over last year due to low volume in the previous year forcing us to accept orders from customers not in our normal product range at lower margins in order to keep our plant busy during a slow time.

* Brazil margin decreased by 17.8 percentage points in the third quarter of FY13 from the third quarter of FY12 due to issues with the Brazilian Navy contract.

This contract was to supply coveralls to the Brazilian Navy made from Fire-Resistant cotton for a total value of approximately USD $5.0 million. The Brazilian currency weakened significantly in May 2012, thereby greatly increasing the material cost purchased from a USA supplier. Further, due to the length of time elapsed since the bid was submitted there were increases in the material invoiced cost, along with a need to change certain components at a higher cost. There were also similar issues with several utility contracts.

* Chile gross margin increased by approximately 18 percentage points in the second quarter of FY13 over the second quarter of FY12 due to a very strong quarter.

* Gloves gross margins improved by 8.9 percentage points resulting from improved mix.

Operating Expenses. Operating expenses increased by $0.2 million to $7.0 million for the three months ended October 31, 2012, from $6.8 million for the three months ended October 31, 2011. As a percentage of sales, operating expenses were flat at 28% for the three months ended October 31, 2012 and the three months ended October 31, 2011. Factors affecting operating expenses included: $0.2 million increase in sales salaries resulting from additional sales personnel in China and the USA.

$0.1 million increase in bad debts primarily resulting from one large account in Chile $0.1 million miscellaneous increases $0.1 million increase in professional fees due to additional legal matters relating to various banking compliance issues and accrual for several payroll terminations $(0.1) million decrease in freight out, mainly from lower volume in disposables in the USA $(0.2) million decrease in payroll administration salaries due to reductions in Brazil Operating Profit. Operating profit decreased 53.3% to $0.3 million for the three months ended October 31, 2012, from $0.6 million for the three months ended October 31, 2011. Operating margins were 1.1% for the three months ended October 31, 2012, compared to 2.3% for the three months ended October 31, 2011, due to lower gross profit and higher operating expenses as described above.

Interest Expenses. Interest expenses increased $0.1 million to $0.3 million for the three months ended October 31, 2012, from $0.2 million for the three months ended October 31, 2011, due to higher borrowing levels outstanding and higher interest rates in the current year.

Income Tax Expense. Income tax expenses consist of federal, state and foreign income taxes. There was an income tax benefit of $0.3 million for the three months ended October 31, 2012, as compared to an income tax benefit of $0.1 million for the three months ended October 31, 2011. Our effective tax rates were not meaningful for either the third quarter FY13 or the third quarter FY12.

Our effective tax rate for both periods varied from the 34% federal statutory rate primarily due to goodwill amortization in Brazil and tax loss benefits in the USA at higher rates than China profits were taxed, certain losses in China which are carried forward and the arbitration settlement.

Net Income (Loss). Net income increased by $0.9 million to $0.3 million for the three months ended October 31, 2012, from ($0.6) million for the three months ended October 31, 2011, reflecting the large foreign exchange charge in Brazil in the prior quarter, the charge for discontinued operations in the prior quarter and the larger income tax credit this quarter.

For the quarter ended October 31, 2011, there was a net $722,270 charge for loss from discontinued operations in relation to the discontinued India glove manufacturing facility; there was no such charge in the more recent quarter.

29 Nine months ended October 31, 2012, As Compared to the Nine Months Ended October 31, 2011 Net Sales. Net sales from continuing operations decreased $4.5 million, or 5.8%, to $71.7 million for the nine months ended October 31, 2012, from $76.2 million for the nine months ended October 31, 2011. The net decrease was due to a $12.3 million decrease in domestic sales, offset in part by a $7.8 million increase in foreign sales. USA domestic sales of disposables decreased by $11.9 million, chemical suite sales decreased by $0.5 million, as wovens increased by $0.5 million, and glove sales increased by $0.1 million. The decrease in domestic sales is due primarily to the loss of the DuPont Tyvek sales, to a shortage in stock situation that management believes has been resolved (but may have continuing impact resulting from lost customers), and also to operating inefficiencies resulting from the move from St. Joseph, MO to Decatur, AL and Mexico which resulted in additional lost sales. External sales from China were up $4.5 million from the year ago period. In addition, domestic sales in China and to the Asia Pacific Rim remain strong recording a $1.5 million increase for the nine months ended October 31, 2012. UK sales increased by $2.7 million, or 57.2%, and Chile and Argentina sales increased by 67.4%. Sales in Brazil increased by $1.2 million or 9.4%. The increase in foreign sales is primarily due to introduction of new products and new marketing material targeting specific markets.

Gross Profit. Gross profit from continuing operations decreased $1.8 million, or 7.4%, to $21.7 million for the nine months ended October 31, 2012, from $23.5 million for the nine months ended October 31, 2011. Gross profit as a percentage of net sales decreased to 30.3% for the nine months ended October 31, 2012, from 30.8% for the nine months ended October 31, 2011. Factors driving the changes in gross margins were: * Disposables gross margins increased 4.7 percentage points over last year, resulting mainly from changed sales mix of nearly all Lakeland branded products this year, while last year had more than 50% sales derived from lower margin DuPont products. This year's margin was lower than it otherwise would have been mainly as a result of lower volume.

* China manufacturing gross margins at our Weifang plant decreased by approximately 5 percentage points over last year due to a 12% labor cost increase in April 2012 and the negative impact to margins from sales to our UK operations in Euros earlier in the year when the Euro was weaker.

* China margins in our Qingdao plant increased 5.4 percentage points based on continued strong operations and strong internal demand resulting in higher volume.

* Brazil margins decreased by 8.7 percentage points in the nine months in FY13 from the nine months in FY12 primarily due to issues with the Brazilian Navy contract. The Brazilian currency weakened significantly in May, thereby greatly increasing its material the cost of material purchased from a USA supplier.

Further, due to the length of time elapsed since the bid was submitted in respect of the Navy contract, there were increases in the material cost, along with a need to change certain components at a higher cost. There were also similar issues with several utility contracts.

* Wovens gross margins decreased by approximately 3.6 percentage points in the nine months ended October 2012 over the prior year as a result of the facility closure in the first quarter of FY13, partially offset by improvements in the third quarter of FY13.

* Chemical gross margins decreased by 8.2 percentage points resulting from a different sales mix, with improvements in the third quarter of FY13 over the second quarter of FY13.

* Gloves gross margins improved by 6.6 percentage points resulting from improved mix.

Operating Expenses. Operating expenses from continuing operations increased $0.8 million, or 3.8%, to $21.3 million for the nine months ended October 31, 2012, from $20.5 million for the nine months ended October 31, 2011. As a percentage of sales, operating expenses increased to 29.7 % for the nine months ended October 31, 2012, from 26.9% for the nine months ended October 31, 2011. The $0.8 million increase in operating expenses in the nine months ended October 31, 2012, as compared to the nine months ended October 31, 2011, was comprised of: $0.7 million increase in sales salaries resulting from new hires in China and the USA $0.6 million increase in sales commissions mainly resulting from large bid contracts in Brazil $0.2 million increase in professional fees primarily due to additional legal matters relating to various banking compliance issues and several payroll terminations 30 $0.1 million increase in employee benefits primarily due to unemployment compensation insurance premiums resulting from reductions in force $0.1 million increase in entertainment and auto expense due to increased sales staff in the USA $0.1 million increase in computer expense primarily due to USA hardware upgrades $0.1 million increase in bad debt due to one account in Chile $(0.2) million reduction in equity compensation mainly resulting from differences in the new 2012 plan compared with the previous plan $(0.2) million decrease in currency fluctuation due to major weakness in the Euro in the prior year $(0.3) million reduction in freight out resulting from lower volume in disposables in the USA.

$(0.4) million decrease in payroll administrative expense due to reductions in Brazil and the USA Operating Profit. Operating profit from continuing operations decreased to $0.4 million for the nine months ended October 31, 2012 from $3.0 million for the nine months ended October 31, 2011. Operating margins were 0.6% for the nine months ended October 31, 2012, compared to 3.9% for the nine months ended October 31, 2011.

Arbitration Judgment in Brazil. As a result of the decision of the arbitration matter and the subsequent settlement thereof, the Company recorded a $7.9 million charge, inclusive of expenses, for the nine months ended October 31, 2012.

Interest Expenses. Interest expenses from continuing operations increased by $0.3 million for the nine months ended October 31, 2012, as compared to the nine months ended October 31, 2011, due to higher borrowing levels outstanding.

Income Tax Expense. Income tax expenses from continuing operations consist of federal, state and foreign income taxes. There was an income tax benefit of $0.3 million for the nine months ended October 31, 2012, as compared to an expense of $0.1 million for the nine months ended October 31, 2011. Our effective tax rates were not meaningful for either the first nine months of FY13or the first nine months of FY12. Our effective tax rate for the third quarter of FY13 varied from the 34% federal statutory rate primarily due to goodwill amortization in Brazil and tax benefits from operating losses in the USA at higher rates than China profits were taxed along (resulting in a lower overall net rate) with certain losses in China which are carried forward with no tax benefit recorded.

Net Income (Loss). Loss from continuing operations was $(8.2) million for the nine months ended October 31, 2012 and income from continuing operations was $2.1 million for the nine months ended October 31, 2011. Without the $7.9 million charge in respect of the Brazilian arbitration and settlement, the loss from continuing operations would have been $0.3 million for the more recent period.

For the nine months ended October 31, 2011, there was a net $924,816 charge for loss from discontinued operations in relation to the discontinued India glove manufacturing facility; there was no such charge in the more recent quarter.

Liquidity and Capital Resources Cash Flows. As of October 31, 2012, we had cash and cash equivalents of $5.6 million and working capital of $44.5 million. Cash and cash equivalents decreased $0.1 million, and working capital decreased $19.8 million from January 31, 2012, mainly resulting from reclassifying all TD Bank debt as current and the arbitration accrual. Our primary sources of funds for conducting our business activities have been cash flow provided by operations and borrowings under our credit facilities described below. We require liquidity and working capital primarily to fund operating losses while we transition to Lakeland branded product sales in the USA and, to a lesser extent, for capital expenditures.

Net cash provided by operating activities of $1.6 million for the nine months ended October 31, 2012 was due primarily to a $2.8 million increase in accounts payable mainly in China as they source directly from local suppliers and in Brazil as part of the Brazilian Navy contract, partially offset by a $3.0 million increase in accounts receivable.

31 On October 17, 2012, the Company entered into an Amendment No. 5 and Waiver (the "Amendment") to the Loan and Security Agreement, dated January 14, 2010 (as amended from time to time, the "Loan Agreement"), with TD Bank. The Amendment was required as a result of the Company's entry into a settlement agreement in August 2012 with former officers of its Brazilian subsidiary, as disclosed in Note 14 to the financial statements included herein and the Company's recent operating results, which collectively caused certain events of default under the Loan Agreement, allowing for TD Bank, at its option, to accelerate the loan.

Under the Amendment, TD Bank has agreed to waive the Company's non-compliance with the consolidated leverage ratio requirements and consolidated EBITDA requirements of the Loan Agreement, in each case, for the fiscal quarters ended April 30, 2012 and July 31, 2012. TD Bank has also agreed, with respect to the October 31, 2012 quarter compliance standards, not to test or has revised these and one other financial covenant. Pursuant to the Amendment, TD Bank has reduced the Company's revolving line of credit from the aggregate principal amount of $30,000,000 to $17,500,000 and has increased the maximum rate of interest payable on the revolving credit balance from LIBOR plus 2.5% to LIBOR plus 3.5%.

In addition, the maturity date of amounts outstanding under the revolving credit facility was changed from June 30, 2014 to June 30, 2013. As a result of the waivers, the Company is currently in compliance with the Loan Agreement.

Pursuant to the Amendment, TD Bank has reduced the Company's revolving line of credit from the aggregate principal amount of $30,000,000 to $17,500,000 and increased the maximum interest rate payable on the revolving credit balance from LIBOR plus 2.50% to LIBOR plus 3.50%. There is currently approximately $15,400,000 of outstanding borrowings under the Loan Agreement. The maturity date of amounts outstanding under the revolving credit facility was changed from June 30, 2014 to June 30, 2013. The Loan Agreement requires payment of certain access fees for all unused portions of the total borrowing capacity provided to the Company.

We believe that we have available resources, together with additional outside funding through debt or equity financings or asset sales, to enable us to satisfy the payments required under the Settlement Agreement and enable us to meet our currently anticipated operating, capital expenditures and debt service requirements for at least the next 12 months. While we are in discussions with TD Bank and others about obtaining financing beyond June 2013, no assurances can be given that we will be able to work out a satisfactory arrangement with TD Bank or find new lenders. In addition, the Company has engaged Raymond James & Associates, Inc. to assist the Board of Directors in its evaluation of a broad range of financial and strategic alternatives for the Company. There can be no assurance that we will successfully consummate a fund-raising transaction that will enable us to make payments in accordance with the Settlement Agreement or otherwise satisfy our future cash flow needs.

The Company presently has sufficient availability on its revolving credit to fund its payment under the settlement agreement of $1.0 million due December 31, 2012. Furthermore, the Company is building cash reserves in addition to the availability on its revolver to fund this payment.

Capital Expenditures.Our capital expenditures principally relate to purchases of manufacturing equipment, computer equipment and leasehold improvements. Our facilities in China are not encumbered by commercial bank mortgages and, thus, Chinese commercial mortgage loans may be available with respect to these real estate assets if we need additional liquidity. We expect our capital expenditures for the remainder of FY13 to be insignificant.

Foreign Currency Exposure. The Company has foreign currency exposure, principally through its investment in Brazil, sales in China, Canada and the UK and production in Mexico and China. Management has in place a hedging program to offset this risk by purchasing forward contracts to sell the Canadian Dollar, Chilean Peso, Euro and Great Britain Pound. Such contracts are largely timed to expire with the last day of the fiscal quarter, with a new contract purchased on the first day of the following quarter, to match the operating cycle of the Company. Management has decided not to hedge its long position in the Chinese Yuan and previously the Brazilian Real. In May 2012 we began a limited program to hedge the Brazilian Real on very short term forward contracts.

32 Health Care Reform. During March 2010, a comprehensive health care reform legislation was signed into law in the USA under the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the "Acts"). Included among the major provisions of the law is a change in tax treatment of the federal drug subsidy paid with respect to Medicare-eligible retirees. This change did not have a significant impact because the Company operates its principal drug plan for Medicare-eligible retirees as secondary to Medicare and manages Medicare Part D reimbursement through a third- party administrator. The effect of the Acts on the Company's other long-term employee benefit obligation and cost depends on finalization of related regulatory requirements. The Company will continue to monitor and assess the effect of the Acts as the regulatory requirements are finalized.

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