


Lakeland Industries Announces Decision in Brazilian Arbitration
May 14, 2012 17:26 ET
Lakeland Industries Announces Decision in Brazilian Arbitration
RONKONKOMA, NY--(Marketwire - May 14, 2012) - Lakeland Industries, Inc. (
The arbitration proceeding arose out of the acquisition by the Company in 2008 of Qualytextil, S.A., a company of which the former officers were owners. In connection with the acquisition, the Company entered into management agreements with the former officers and agreed to pay the former officers a supplemental purchase price payment ("SPP"), calculated based upon the 2010 EBITDA of the acquired company, subject to a cap (the "Maximum SPP"). Based upon actual results for 2010 as contractually specified, the Company determined that no SPP would be payable. Contractual provisions further provided for the former officers to be paid the Maximum SPP in the event that either of them were terminated by the Company without cause even if a SPP would not otherwise be payable. In May 2010, the Company terminated the former officers for cause.
In the arbitration proceeding, the former officers sought a determination that they were terminated by the Company without cause and, therefore, entitled to be paid their portion of the Maximum SPP and the monthly remuneration that they would have been paid from the date of termination through the end of their contractual employment period on December 31, 2011. On May 8, 2012, the Company received the arbitration decision which accepted the former officers' requests to declare that their employments were terminated without cause and determined that, among other things, the non-compete clauses of each of the stock purchase agreement and management agreements were null and non-applicable. The Company was ordered to pay to the former officers damages representing their portion of the Maximum SPP in the aggregate amount of R$18,037,500 (approximately US$9 million at current exchange rates) and monthly remuneration from the date of termination through December 31, 2011, which the Company estimates at an aggregate amount of R$1,150,000 (US$580,000). The arbitration panel further ordered that the Company pay the former officers approximately R$450,000 (US$226,000) from an escrow account established in connection with the acquisition and the Company is responsible for payment of 85% of the costs and arbitrators' fees associated with the arbitration.
If the Company is unable to have the arbitral award set aside or if TD Bank were to determine that the initial arbitration decision is reasonably likely to have a Material Adverse Effect on the Company, as such term is defined under the Company's loan and security agreement with TD Bank (the "Loan Agreement"), it would cause an event of default under the Loan Agreement which would allow TD Bank, at its option, to accelerate the loan. Furthermore, any write-downs resulting from the decision, whether or not final, would result in a failure to comply with the financial covenants under the Loan Agreement and thus be an event of default thereunder, which would allow TD Bank, at its option, to accelerate the loan. There is currently approximately $14,789,000 outstanding under the Loan Agreement. In addition, depending upon future events, the Company may be required to write-off goodwill associated with its Brazilian operations.
The Company strongly believes that the arbitration decision is inconsistent with the underlying facts. The Company has worked with, and relied upon the advice of, leading law firms in Brazil since the acquisition in 2008, including with respect to the preparation and negotiation of the management agreements and the non-compete clauses contained therein, the determination that certain actions of the former officers constituted cause allowing for their termination of employment, and its determination to institute an arbitration proceeding against the former officers. The Company is continuing to work with counsel to determine and evaluate its options, in addition to those as described above.
The Company further believes that its available resources, together with additional outside funding through debt or equity financings or asset sales, will enable it to satisfy any potential award adverse to the Company and continue its operations on a viable basis.
About Lakeland Industries, Inc.:
Lakeland Industries, Inc. (
Safe Harbor Statement
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements, without limitation, regarding our expectations, beliefs, intentions or strategies regarding the future, including matters pertaining to domestic and international litigation and Lakeland's ability to raise capital as needed. Forward-looking statements involve risks, uncertainties and assumptions as described from time to time in press releases reports and filings filed with the Securities and Exchange Commission. All statements, other than statements of historical facts, which address Lakeland's expectations for the future with respect to financial performance or operating strategies can be identified as forward-looking statements. 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," "estimated" or "expected," which words 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.
For more information concerning Lakeland, please visit the Company online at [ www.lakeland.com ].