LAKE 8-K
Lakeland Industries Inc (LAKE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Acquisition of Veridian
On December 16, 2024, Lakeland Industries, Inc. (the “Company”) and William A. Van Lent (the “Seller”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to purchase, and the Seller agreed to sell, all of the issued and outstanding shares of stock (the “Shares”) of Veridian Limited, an Iowa corporation (“Veridian”). The closing of the transaction (the “Closing”) also occurred on December 16, 2024. Veridian is in the business of designing, manufacturing, producing, distributing and selling fire-fighter protective clothing and gear.
Pursuant to the Purchase Agreement, the Company acquired the business of Veridian through the acquisition of the Shares for an aggregate purchase price (the “Purchase Price”) of $25.0 million, subject to post-closing adjustments and a $2.5 million holdback to secure the Seller’s indemnification obligations. The Purchase Agreement contains customary representations, warranties, and covenants, including a restrictive covenant that limits the Seller from engaging in certain business activities for three years following the Closing. In addition, the Company and the Seller have each agreed to indemnify one another for losses resulting from (i) any inaccuracy in or breach of the representations and warranties contained in the Purchase Agreement, the ancillary documents or any certificate or instrument pursuant to the Purchase Agreement and (ii) any breach or non-fulfillment of their covenants, agreements and other obligations pursuant to the Purchase Agreement and, for the Seller, its related ancillary agreements and any certificate or instrument delivered by or on behalf of the Seller pursuant the Purchase Agreement. The Seller has also agreed to indemnify the Company and its representatives for losses resulting from certain pre-closing tax matters and certain environmental and product liability matters. The parties’ indemnification obligations are subject to certain limitations, including a cap equal to $2.5 million for losses relating to any inaccuracy in or breach of any representation or warranty. The transaction was funded through the Company’s credit facility, as discussed in further detail under Item 2.03 below.
Amendment to Credit Agreement
On December 12, 2024 (the “Effective Date”), the Company and Bank of America, N.A. (the “Lender”) entered into Amendment No. 5 to Loan Agreement (the “Fifth Amendment”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Fifth Amendment.
Pursuant to the Fifth Amendment, the Lender and the Company agreed to, among other things, (i) increase the availability under the revolving credit facility from $40.0 million to $60.0 million from the Effective Date through January 31, 2026, and to $50.0 million from February 1, 2026 through January 31, 2027 (in each case, subject to reduction to no less than $40.0 million from the net proceeds of equity issuances if the Company raises capital during such periods), (ii) extend the expiration date of the credit facility to December 12, 2029; (iii) modify the Funded Debt to EBITDA Ratio covenant so that such ratio may not exceed 3.5x from the Effective Date through January 31, 2026 (with step-downs to 3.25x and 3.0x on February 1, 2026 and February 1, 2027, respectively), (iv) include a springing Asset Coverage Ratio covenant of at least 1.10x, but only to the extent that the maximum Funded Debt to EBITDA Ratio exceeds 3.25x for any reporting period, and (v) increase the size of Permitted Acquisitions, without prior consent from the Lender (but subject to the satisfaction of certain deliverables), to $26.0 million per occurrence and $36.0 million in the aggregate.
The Fifth Amendment also provided for the reaffirmation of representations, warranties and covenants under the Loan Agreement as is customary in connection with similar amendments of credit documents.
Other than the changes described above, the terms and conditions of the Loan Agreement remain in full force and effect.
The above descriptions of the Purchase Agreement and the Fifth Amendment are summaries and are not complete. They are qualified in their entirety by reference to the Purchase Agreement and the Fifth Amendment, each of which will be filed by the Company with the Company’s Annual Report on Form 10-K for the fiscal year ending January 31, 2025.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.
On December 16, 2024, the Company borrowed $25 million under its revolving credit facility in accordance with the Loan Agreement, dated as of June 25, 2020 and as amended by Amendment Nos. 1 - 5 thereto, by and between the Company and the Lender (as so amended, the “Loan Agreement”). The Company used the borrowings under the revolving credit facility to fully fund the acquisition of Veridian. Borrowings under the revolving credit facility established by the Loan Agreement are due upon maturity of the Loan Agreement on December 12, 2029 (subject to the required reduction in principal as discussed above in Item 1.01) and may be repaid at any time before the maturity date without prepayment penalties. Interest only payments are due monthly.
The description of the Loan Agreement in this Item 2.03 is qualified in its entirety by reference to the full text of the Fifth Amendment, which will be filed by the Company with the Company’s Annual Report on Form 10-K for the fiscal year ending January 31, 2025; the full text of Amendment No. 4 to Loan Agreement, dated as of March 28, 2024, which is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2024; the full text of Amendment No. 3 to Loan Agreement, dated as of November 29, 2023, which is filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2024; the full text of Amendment No. 2 to Loan Agreement, dated as of March 3, 2023, which is filed as Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2024; the full text of Amendment No. 1 to Loan Agreement, dated as of June 18, 2021, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 24, 2021; and the full text of the initial Loan Agreement, dated as of June 25, 2020, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 30, 2020.
Item 7.01. Regulation FD Disclosure.
On December 16, 2024, the Company issued a press release, attached hereto as Exhibit 99.1, announcing the entry into the Purchase Agreement.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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 hereunto duly authorized.
| LAKELAND INDUSTRIES, INC. |
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| /s/ Roger D. Shannon |
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| Roger D. Shannon |
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| Chief Financial Officer |
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| Date: December 16, 2024 |
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EXHIBIT 99.1
Lakeland Fire + Safety Completes Acquisition of Veridian
Strategic Acquisition Expands Lakeland's Global Fire Services Portfolio with Veridian’s Leading Firefighter Protective Apparel Offering
Additional Annual Revenue of Approximately $21 Million Further Builds Upon Lakeland's 245% Third Quarter Year-over-Year Growth in Fire Services Products
HUNTSVILLE, AL –December 16, 2024 – Lakeland Fire + Safety (NASDAQ: LAKE), a leading global manufacturer of protective clothing for industry, healthcare, and first responders, announced today the successful completion of its acquisition of U.S.-based Veridian in an all-cash transaction valued at approximately $25 million subject to post-closing adjustments and customary holdback provisions. The acquisition was financed under Lakeland’s revolving credit facility with Bank of America.
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.
Strategic Rationale and Benefits:
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| · | Enhanced Competitive Positioning: Veridian’s strong brand and complementary fire services products significantly strengthen Lakeland's competitive positioning and firefighting products and solutions offerings. |
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| · | Immediate Market Share Gains in the U.S. and Latin America: Integrating Veridian’s loyal customer base in the U.S. and Latin America immediately expands Lakeland’s market share across the U.S. and Latin America and provides opportunity for additional gains through cross-selling opportunities of other Lakeland products. |
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| · | U.S. Manufacturing and Expanded Sales Capabilities: Veridian provides Lakeland with U.S.-based manufacturing capabilities and immediately expands Lakeland’s fire services sales and channel partner network. |
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| · | Bolstered Manufacturing and Supply Chain: Combining Veridian’s U.S. manufacturing with Lakeland’s global manufacturing and supply chain capabilities strengthens Lakeland's position with key strategic supplier partners in producing high-performance products. |
Jim Jenkins, President, CEO and Executive Chairman of Lakeland, stated, "We are very excited to welcome Veridian to the Lakeland family. With an outstanding reputation for quality and a loyal following among firefighters, Veridian brings a strong brand and high-quality U.S. manufacturing capabilities to Lakeland’s portfolio of safety products. This acquisition enhances Lakeland’s head-to-toe fire service portfolio offering, and expands our market share in the United States, the world’s largest fire services market, as well as Latin America.
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“We are also very excited about the market expansion and cross-selling opportunities with our Pacific helmets and Jolly boots this acquisition brings, and we are confident that it will be immediately accretive to Lakeland. Since acquiring Veridian in 1999, Bill Van Lent has built an impressive fire services sales and manufacturing organization. Bill is widely recognized and respected within the North American fire services industry, and we are honored that he will remain with the company as president,” concluded Mr. Jenkins.
Bill Van Lent, owner and president of Veridian, added, “Since its founding in 1992, Veridian’s mission has been to offer exceptional quality, comfort, performance and value to firefighters nationwide. Firefighting is a hazardous occupation, and Veridian’s protective products have earned the respect and trust of customers around the world. Lakeland Fire + Safety shares our passion for protecting our heroes, and I’m thrilled that Veridian is joining the Lakeland family. With Lakeland’s commitment to quality and customer service and its impressive portfolio of head-to-toe products, I’m confident they are the ideal partner to grow Veridian to new heights.”
About Veridian
Created in 1992 to serve an established international customer base, Veridian protective products have earned the respect and acceptance of customers around the world. Veridian is growing quickly in the U.S.A., offering exceptional quality, comfort, performance, timely delivery and value to firefighters nationwide.
For more information, please visit https://www.veridian.net/
About Lakeland Industries, Inc.
Lakeland Industries, Inc. (NASDAQ: LAKE) manufactures and sells 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, such as fire and law enforcement, airport crash rescue units, the Department of Defense, the Department of Homeland Security and the Centers for Disease Control. Internationally, we sell to a mixture of end users directly and to industrial distributors, depending on the particular country and market. In addition to the United States, sales are made 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.
For more information concerning Lakeland, please visit the Company online at www.lakeland.com.
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"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995
This press release contains "forward-looking statements" as that phrase is defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, which address Lakeland's expectations of sources or uses for capital or which express the Company's expectation for the future with respect to financial performance or operating strategies, including statements regarding the anticipated synergies and opportunities relating to the acquisition, can be identified as forward-looking statements. Forward-looking statements involve risks, uncertainties and assumptions as described from time to time in Press Releases and Forms 8-K, registration statements, quarterly and annual reports and other reports and filings filed with the Securities and Exchange Commission or made by management. As a result, there can be no assurance that Lakeland's future results will not be materially different from those described herein as "believed," "projected," "planned," "intended," "anticipated," "can," "estimated" or "expected," or other words which reflect the current view of the Company with respect to future events. We caution readers that these forward-looking statements speak only as of the date hereof. The Company hereby expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which such statement is based, except as may be required by law.
Contacts
Lakeland Industries, Inc.
256-600-1390
Roger Shannon
Investor Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
949-491-8235
www.mzgroup.us
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