laws-20210729
0000703604FALSE00007036042021-07-292021-07-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):July 29, 2021
LAWSON PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware
0-10546
36-2229304
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
8770 W. Bryn Mawr Ave., Suite 900,Chicago,Illinois60631
(Address of principal executive offices)(Zip Code)
(Registrant's telephone number, including area code)(773)304-5050
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, $1.00 par valueLAWSNASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  
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 provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 2.02 Results of Operations and Financial Condition.

On July 29, 2021, Lawson Products, Inc. issued a press release announcing its second quarter 2021 results. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued on July 29, 2021






SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    
LAWSON PRODUCTS, INC.
(Registrant)
Date:
July 29, 2021
By: /s/ Ronald J. Knutson
Name: Ronald J. Knutson
Title: Executive Vice President, Chief Financial Officer and Treasurer






EXHIBIT INDEX

Exhibit NumberDescription




Document

Lawson Products Announces Second Quarter 2021 Results

CHICAGO, July 29, 2021 - Lawson Products, Inc. (NASDAQ: LAWS) (“Lawson” or the "Company"), a leading distributor of products and services to the MRO marketplace, today announced results for the second quarter ended June 30, 2021.
Summary Financial HighlightsThree months ended June 30,Six months ended June 30,
($ in millions, except earnings per share data)20212020Change 20212020Change
Net Sales$106.5$72.147.7%$210.1$163.228.8%
Average Daily Net Sales$1.665$1.12747.7%$1.654$1.27529.7%
Number of Business Days6464127128
Reported Operating Income$3.4$0.6494.4%$8.2$19.2(57.3)%
Adjusted Operating Income (1)
$6.8$4.843.0%$14.1$12.711.0%
Adjusted EBITDA (1)
$8.8$6.340.5%$18.0$15.714.6%
Adjusted EBITDA Margin (1)
8.3%8.7%(42 bps)8.6%9.6%(108 bps)
Reported Diluted Earnings Per Share$0.31$0.07$0.24$0.70$1.41$(0.71)
Adjusted Diluted Earnings Per Share (2)
$0.60$0.37$0.23$1.17$0.93$0.24

(1) Excludes the impact of stock-based compensation, severance and employee acquisition costs and other non-recurring items. (See reconciliation in Table 1)
(2) Excludes the impact of stock-based compensation, severance and employee acquisition costs, and other non-recurring items. (See reconciliation in Table 2)

"Lawson continues to generate solid operating results while maintaining a strong financial position. Despite widely reported global supply chain disruptions, sales grew to $107 million in the second quarter, demonstrating both sequential and year-over-year growth. Our financial performance in this quarter benefited from continuing recovery in our customers' end markets combined with the inclusion of our 2020 Partsmaster acquisition and ongoing operational investments in our business to support sales rep productivity and our distribution capabilities," said Michael DeCata, president and chief executive officer.

"I continue to be encouraged by the positive trends in the quarter, including the organic growth of our business which underscores the value of our well-established vendor managed inventory business model. Additionally, during the quarter we successfully transitioned the Partsmaster sales representatives to the Lawson platform and are now fulfilling their orders through the Lawson distribution network."

"During the quarter, we made the final payment for the acquisition of Partsmaster while ending the quarter with nearly $92 million of available borrowing capacity under our $100 million committed credit facility. Our success has been built around improving sales rep productivity on our strong customer relationships while successfully integrating the Partsmaster acquisition on a reduced cost structure. While continuing to give due respect to the uncertainties and unevenness of the pandemic recovery, we remain in position to continue executing on all three pillars of our strategy to grow through sales rep productivity, expansion of our sales team and make accretive acquisitions on a reduced cost structure,” concluded Mr. DeCata.








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Highlights

Achieved second quarter sales of $106.5 million compared to $72.1 million in the prior year quarter and $103.6 million in the first quarter. Sales, excluding Partsmaster have rebounded to within 3% of pre-pandemic levels.

Reported operating income was $3.4 million in the second quarter of 2021 compared to $0.6 million in the second quarter of 2020. Adjusted operating income was $6.8 million in the second quarter of 2021 compared to $4.8 million reported in the year ago quarter. (See reconciliation in Table 1)
Reported net income of $2.9 million for the quarter, or $0.31 per diluted share compared to $0.07 in the prior year quarter. On an adjusted basis, diluted earnings per share was $0.60 compared to $0.37 in the year ago quarter. (See reconciliation in Table 2)

Ended the quarter with cash on hand, net of borrowings of $0.9 million and $91.9 million of availability under the credit facility after final payment in May 2021 of the $33.0 million accrued acquisition liability for Partsmaster.

In the quarter, the Board of Directors established a special committee of disinterested, independent directors to evaluate the transaction proposed by Luther King Capital Management ("LKCM") as disclosed in a Schedule 13D amendment filed by LKCM on May 17, 2021. The special committee has engaged legal and financial advisors to assist in its evaluation.


Second Quarter Results

Net sales in the second quarter of 2021 were $106.5 million, an increase of 47.7% compared to $72.1 million in sales in the second quarter 2020 and an increase of 2.9% compared to first quarter with one additional selling day over the first quarter of 2021. Partsmaster contributed $15.3 million in sales in the second quarter of 2021. Lawson sales, excluding Partsmaster, have continued to strengthen and are running at approximately 97% of pre-pandemic levels. On a consolidated basis, average daily sales were $1.665 million in the second quarter of 2021 compared with $1.644 million in the first quarter 2021 and $1.127 million in the prior year quarter. The year-over-year average daily sales increase was primarily driven by the improved business environment as a year ago quarter was in the early pandemic stage, the inclusion of Partsmaster sales and continued operational investments in the business to support sales rep productivity and expansion of our distribution capabilities.

Gross profit rose $16.3 million to $54.6 million in the second quarter of 2021 compared to $38.3 million in the year ago quarter primarily driven by higher sales and was flat with the first quarter of 2021. Gross profit as a percentage of sales was 51.3% for the second quarter of 2021 compared to 53.1% in the second quarter of 2020 and 52.7% last quarter. The organic Lawson MRO segment gross margin as a percent of sales declined to 57.3% in the second quarter of 2021 compared to 58.7% in the second quarter of 2020 quarter before the classification of certain service-related costs in gross profit. The year-over-year decline was primarily a result of increased freight and additional costs from the global supply chain disruption, additional inventory reserves related to the one-time rationalization of inventory related to the Partsmaster acquisition, and changes in product and customer sales mix. To offset these costs, the Company is currently implementing pricing actions.

Selling expenses were $24.2 million in the second quarter of 2021 compared to $16.3 million in the prior year quarter and $23.8 million in Q1 2021. The growth was primarily driven by higher compensation on increased sales, along with the inclusion of $5.3 million of Partsmaster selling expenses in the quarter. As a percentage of sales, selling expenses were 22.7%, essentially even versus the second quarter last year and down slightly from the 23.0% in the first quarter of 2021 on higher sales.

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General and administrative expenses were $27.0 million in the second quarter of 2021 compared to $21.4 million in the prior year quarter and $25.9 million in the first quarter 2021. The increase compared to the prior year was driven by the inclusion of Partsmaster operating expenses of $3.3 million, $1.4 million of costs related to potential acquisitions and partly restored operating expenses on normalized sales volumes. These costs were offset by a decrease in stock-based compensation expense of $1.6 million compared to the second quarter of 2020.

Reported operating income in the second quarter of 2021 was $3.4 million compared to reported operating income of $0.6 million in the second quarter of 2020. Adjusted operating income was $6.8 million for the quarter compared to $4.8 million in the year ago quarter. (See reconciliation in Table 1) For the second quarter of 2021, adjusted EBITDA was 8.3% of sales or $8.8 million compared to $6.3 million for the prior year quarter and $9.1 million in the first quarter of 2021. (See reconciliation in Table 1)

Reported net income was $2.9 million, or $0.31 per diluted share compared to net income of $0.6 million, or $0.07 per diluted share for the year ago quarter and $3.6 million, or $0.39 per diluted share reported in the first quarter of 2021. Adjusted net income was $5.6 million or $0.60 per diluted share compared to $3.5 million or $0.37 per diluted share a year ago and $5.4 million, or $0.58 per diluted share last quarter. (See reconciliation in Table 2) On a year-to-date basis, adjusted net income has improved to $11.0 million or $1.17 per diluted share compared to $8.5 million or $0.93 per diluted share a year ago. (See reconciliation in Table 2)

At June 30, 2021, the Company ended the quarter with cash on hand, net of borrowings, of $0.9 million with $91.9 million, net of drawn letters of credit, of availability under its $100.0 million committed credit facility. The final payment for the Partsmaster acquisition was made in May 2021.

Conference Call

Lawson Products, Inc. will conduct a conference call with investors to discuss second quarter 2021 results at 9:00 a.m. Eastern Time on July 29, 2021. The conference call is available by direct dial at 1-888-506-0062 in the U.S. or 1-973-528-0011 from outside of the U.S. A replay of the conference call will be available approximately two hours after completion of the call through August 31, 2021. Callers can access the replay by dialing 1-877-481-4010 in the U.S. or 1-919-882-2331 outside the U.S. The PIN access number for the replay is 41933#. A streaming audio of the call and an archived replay will also be available on the investor relations page of Lawson's website through August 31, 2021.

About Lawson Products, Inc.

Founded in 1952, Lawson Products, Inc., headquartered in Chicago, IL, sells and distributes specialty products to the industrial, commercial, institutional and government maintenance, repair and operations market (MRO). The Company is dedicated to helping customers in the U.S. and Canada lower their total cost of operation by increasing productivity and efficiency. The combination of Lawson and Partsmaster's Vendor Managed Inventory process and the Company’s problem-solving professionals ensures customers always have the right parts to handle the job. Through The Bolt Supply House, customers in Western Canada have access to products at several branch locations. Under its Kent Automotive brand, the Company provides collision and mechanical repair products to the automotive aftermarket. 

Lawson Products ships from several strategically located distribution centers to customers in all 50 states, Puerto Rico, Canada, Mexico, and the Caribbean.

For additional information, please visit https://www.lawsonproducts.com or https://www.kent-automotive.com.

This Release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. The terms "may," "should," "could,"
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"anticipate," "believe," "continues," "estimate," "expect," "intend," "objective," "plan," "potential," "project" and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These statements are based on management's current expectations, intentions or beliefs and are subject to a number of factors, assumptions and uncertainties that could cause or contribute to such differences or that might otherwise impact the business and include the risk factors set forth in Item 1A of the December 31, 2020, Form 10-K filed on February 26, 2021. The Company undertakes no obligation to update any such factor or to publicly announce the results of any revisions to any forward-looking statements whether as a result of new information, future events or otherwise.

-TABLES FOLLOW-
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Lawson Products, Inc.
Condensed Consolidated Statements of Income
(Dollars in thousands, except per share data)
(Unaudited)
 
Three Months Ended
June 30,
Six Months Ended
June 30,
 2021202020212020
Net sales106,540 72,146 210,096 163,181 
Cost of goods sold51,920 33,833 100,916 75,947 
Gross profit54,620 38,313 109,180 87,234 
Operating expenses:
Selling expenses24,235 16,306 48,037 36,290 
General and administrative expenses27,003 21,438 52,951 31,737 
Operating expenses51,238 37,744 100,988 68,027 
Operating income3,382 569 8,192 19,207 
Interest expense(268)(72)(591)(187)
Other income (expense), net639 511 1,011 (600)
Income before income taxes
3,753 1,008 8,612 18,420 
Income tax expense818 389 2,081 5,268 
Net income$2,935 $619 $6,531 $13,152 
Basic income per share of common stock
$0.32 $0.07 $0.72 $1.46 
Diluted income per share of common stock
$0.31 $0.07 $0.70 $1.41 





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Lawson Products, Inc.
Condensed Consolidated Balance Sheets
(Dollars in thousands, except share data)
June 30,December 31,
20212020
ASSETS(Unaudited)
Current assets:
Cash and cash equivalents$5,855 $28,393 
Restricted cash1,003 998 
Accounts receivable, less allowance for doubtful accounts of $680 and $654, respectively46,228 44,515 
Inventories, net63,029 61,867 
Miscellaneous receivables and prepaid expenses7,545 7,289 
Total current assets123,660 143,062 
Property, plant and equipment, net17,439 15,800 
Deferred income taxes19,456 18,482 
Goodwill35,674 35,176 
Cash value of life insurance16,895 16,185 
Intangible assets, net17,592 18,503 
Right of use assets13,483 8,764 
Other assets329 332 
Total assets$244,528 $256,304 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable23,787 22,262 
Accrued acquisition liability— 32,673 
Lease obligation4,417 4,568 
Accrued expenses and other liabilities38,024 38,492 
Total current liabilities66,228 97,995 
Revolving line of credit5,000 — 
Security bonus plan10,958 11,262 
Lease obligation10,611 5,738 
Deferred compensation11,493 10,461 
Deferred tax liability3,560 2,841 
Other liabilities5,780 5,585 
Total liabilities113,630 133,882 
Stockholders’ equity:
Preferred stock, $1 par value:
Authorized - 500,000 shares, Issued and outstanding — None— — 
Common stock, $1 par value:
Authorized - 35,000,000 shares
Issued - 9,304,366 and 9,287,625 shares, respectively
Outstanding - 9,077,512 and 9,061,039 shares, respectively
9,304 9,288 
Capital in excess of par value20,798 19,841 
Retained earnings108,140 101,609 
Treasury stock – 226,854 and 226,586 shares, respectively(9,028)(9,015)
Accumulated other comprehensive income (loss)1,684 699 
Total stockholders’ equity130,898 122,422 
Total liabilities and stockholders’ equity$244,528 $256,304 
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  LAWSON PRODUCTS, INC.
SEC REGULATION G GAAP RECONCILIATIONS
The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, the Company's management believes that certain non-GAAP financial measures may provide users of this financial information with additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain non-operational items that impact the overall comparability. See Tables below for supplemental financial data and corresponding reconciliations to GAAP financial measures for the three and six months ended June 30, 2021 and 2020, and three months ended March 31, 2021. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP.
Table 1 - Reconciliation of GAAP Operating Income
 to Adjusted Non-GAAP Operating Income and Adjusted EBITDA
(Dollars in thousands)
(Unaudited)
Three Months EndedSix Months Ended
June 30, 2021March 31, 2021June 30, 2020June 30, 2021June 30, 2020
Operating income as reported per GAAP$3,382 $4,810 $569 $8,192 $19,207 
Stock-based compensation (1)
1,574 1,000 3,187 2,574 (7,513)
Inventory reserves (2)
500 825 — 1,325 — 
Severance and employee acquisition costs29 576 1,025 605 1,032 
Costs related to potential acquisitions (3)
1,354 — — 1,354 — 
Adjusted non-GAAP operating Income6,839 7,211 4,781 14,050 12,726 
Depreciation and amortization2,004 1,935 1,511 3,939 3,020 
Non-GAAP adjusted EBITDA$8,843 $9,146 $6,292 $17,989 $15,746 

(1)    A portion of stock-based compensation expense varies with the Company's stock price
(2)    Expense for Partsmaster inventory rationalization plan and write-down of personal protective equipment
product to net realizable value
(3)    Including costs related to the evaluation of the LKCM proposal disclosed in a Schedule 13D amendment
filed May 17, 2021
    






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Table 2 - Reconciliation of GAAP Net Income and Diluted EPS to
Non-GAAP Adjusted Net Income and Adjusted Diluted EPS
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)

Three Months Ended
June 30, 2021March 31, 2021June 30, 2020
Amount
Diluted EPS (5)
Amount
Diluted EPS (5)
Amount
Diluted EPS (5)
Net income, as reported per GAAP$2,935 $0.31 $3,596 $0.39 $619 $0.07 
Pretax adjustments:
Stock-based compensation (1)
1,574 0.17 1,000 0.11 3,187 0.34 
Inventory reserves (2)
500 0.05 825 0.09 — — 
Severance expense and employee acquisition costs29 — 576 0.06 1,025 0.11 
Costs related to potential acquisitions (3)
1,354 0.15 — — — — 
Pretax adjustments3,457 0.37 2,401 0.26 4,212 0.45 
Tax effect (4)
(754)(0.08)(624)(0.07)(1,365)(0.15)
Total adjustments, net of tax2,703 0.29 1,777 0.19 2,847 0.30 
Non-GAAP adjusted net income$5,638 $0.60 $5,373 $0.58 $3,466 $0.37 

(1)     A portion of stock-based compensation expense varies with the Company's stock price
(2)    Expense for Partsmaster inventory rationalization plan and write-down of personal protective equipment product to net realizable value
(3)    Including costs related to the evaluation of the LKCM proposal disclosed in a Schedule 13D amendment filed May 17, 2021
(4)    Tax effected at quarterly effective tax rate of 21.8% for the three months ended June 30, 2021, 26.0% for the three months ended March 31, 2021 and 32.4% for the three months ended June 30, 2020
(5)    Diluted EPS calculated on 9.349 million for the second quarter of 2021, 9.328 million for the first quarter 2021 and 9.298 million diluted shares for second quarter 2020


Six Months Ended
June 30, 2021June 30, 2020
Amount
Diluted EPS (5)
Amount
Diluted EPS (5)
Net income, as reported per GAAP$6,531 $0.70 $13,152 $1.41 
Pretax adjustments:
Stock-based compensation (1)
2,574 0.28 (7,513)(0.81)
Inventory reserves (2)
1,325 0.14 — — 
Severance expense and employee acquisition costs605 0.06 1,032 0.12 
Costs related to potential acquisitions (3)
1,354 0.15 — — 
Pretax adjustments5,858 0.63 (6,481)(0.69)
Tax effect (4)
(1,418)(0.16)1,854 0.21 
Total adjustments, net of tax4,440 0.47 (4,627)(0.48)
Non-GAAP adjusted net income$10,971 $1.17 $8,525 $0.93 

(1)     A portion of stock-based compensation expense varies with the Company's stock price
(2)    Expense for Partsmaster inventory rationalization plan and write-down of personal protective equipment product to net realizable value
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(3)    Including costs related to the evaluation of the LKCM proposal disclosed in a Schedule 13D amendment filed May 17, 2021
(4)    Tax effected at the effective tax rate of 24.2% for the six months ended June 30, 2021 and 28.6% for the six months ended June 30, 2020
(5)    Diluted EPS calculated on 9.342 million diluted shares for the six months ended June 30, 2021 and 9.327 million diluted shares for six months ended June 30, 2020

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Table 3 - Historic Lawson Segment (Including Partsmaster) Sales and Sales Rep Productivity
(Dollars in Thousands)
(Unaudited)
Three Months Ended
Jun. 30, 2021Mar. 31 2021Dec. 31 2020Sep. 30 2020Jun. 30 2020
Number of business days64 63 61 64 64 
Average daily net sales (1)
$1,471 $1,473 $1,439 $1,240 $979 
Year over year increase (decrease)50.3 %16.4 %12.5 %(4.2)%(25.6)%
Sequential quarter increase (decrease)(0.1)%2.4 %16.0 %26.7 %(22.6)%
Average active sales rep. count (1), (2)
1,081 1,083 1,099 993 957 
Period-end active sales rep count1,086 1,079 1,090 1,120 938 
Sales per rep. per day$1.361 $1.360 $1.309 $1.249 $1.023 
Year over year increase (decrease)33.0 %7.3 %2.6 %(4.6)%(23.8)%
Sequential quarter increase (decrease)0.1 %3.9 %4.8 %22.1 %(19.3)%

(1)    Quarters ended June 30, 2021, March 31, 2021, December 31, 2020 and September 30, 2020 include Partsmaster revenue of $15.3 million, $15.7 million, $17.2 million and $5.4 million, respectively, and weighted average reps counts of 186, 186,196 and 67, respectively
(2)    Average active sales representative count represents the average of the month-end sales representative counts
Table 4 - Consolidated Quarterly Results
(Dollars in Thousands)
(Unaudited)
Three Months Ended
Jun. 30 2021Mar. 31 2021Dec. 31 2020Sep. 30 2020Jun. 30 2020
Average daily net sales $1,665 $1,644 $1,609 $1,411 $1,127 
Year over year increase (decrease)47.7 %15.6 %10.8 %(4.7)%(25.0)%
Sequential quarter increase (decrease)1.3 %2.2 %14.0 %25.2 %(20.7)%
Net Sales$106,540 $103,556 $98,133 $90,277 $72,146 
Gross profit54,620 54,560 52,079 47,225 38,313 
Gross profit percentage51.3 %52.7 %53.1 %52.3 %53.1 %
Selling, general & administrative expenses$51,238 $49,750 $52,737 $45,224 $37,744 
Operating income (loss)$3,382 $4,810 $(658)$2,001 $569 



Contact

Investor Relations:
Lawson Products, Inc.
Ronald J. Knutson
Executive Vice President and Chief Financial Officer
773-304-5665
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