UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

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

 

August 1, 2007

Date of Report (Date of earliest event reported)

 

LAWSON PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

0-10546

36-2229304




(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

 

Identification No.)

 

 

1666 East Touhy Avenue, Des Plaines, Illinois

60018



(Address of principal executive offices)

(Zip Code)

 

(847) 827-9666

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 


Item 2.02

Results of Operations and Financial Condition.

 

On August 1, 2007, Lawson Products, Inc. issued a press release announcing its operating results for the quarter ended June 30, 2007. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1

Press release issued by Lawson Products, Inc. on August 1, 2007.

 

 

 

 


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.

 

 

 

LAWSON PRODUCTS, INC.

 

(Registrant)

 

 

 

Dated: August 2, 2007

By:

/s/ Neil E. Jenkins

 

 


 

 

Name: Neil E. Jenkins

 

 

Title: Executive Vice President, General Counsel and Secretary

 

 


 



 

Contact: Scott F. Stephens

847-827-9666, ext. 2269

 

Lawson Products, Inc. Announces Second Quarter 2007 Results

 

DES PLAINES, IL, August 1, 2007 – Lawson Products, Inc. (NASDAQ: LAWS, the “Company”), a distributor of services, systems and products to the MRO and OEM marketplaces, today announced financial results for its second quarter ended June 30, 2007. For the second quarter 2007, net sales from continuing operations were $129.2 million, which was comparable to the prior year quarter. As a result of severance charges recorded during the quarter, the Company reported a net loss of $0.3 million, compared to net income of $3.2 million in the second quarter of 2006. Diluted net loss per share was $(0.04) for the quarter, compared to net income of $0.36 per share a year ago.

 

Second quarter 2007 results include severance costs of $5.5 million related to several executive departures. As a result of the severance charges recorded, the Company reported an operating loss of $0.2 million for the quarter compared to operating income of $5.1 million in the prior year.

 

Gross profit margins for the second quarter 2007 of 59.4 percent were comparable to 59.5 percent gross profit margins in the second quarter of 2006, reflecting comparable sales mix over the periods. In addition, the Company’s pricing management activities in 2007 have compensated for certain higher commodity and product cost increases, resulting in consistent gross profit margin trends in 2007 compared to 2006. Selling, general and administrative expenses increased by $0.5 million, or less than one percent, for the second quarter 2007, primarily as a result of a $2.4 million increase in legal costs and professional fees compared to the prior year quarter. The Company implemented several cost management initiatives in 2007, and positive results from those initiatives offset increases in legal costs for the second quarter.

 

Share repurchase activities that occurred primarily in 2006 reduced the outstanding shares of stock by approximately five percent, and have had a favorable impact on net income per share amounts when compared to the prior year.

 

Thomas Neri, President and Chief Executive Officer said, “I see significant opportunities ahead for the Lawson Family of Businesses. I am very enthusiastic about building on the Company’s

 


sales, marketing and productivity initiatives, as well as continuing our efforts to drive customer satisfaction.”

 

About Lawson Products, Inc.

 

Lawson Products, Inc. is a leader in selling and distributing services, systems and products to the industrial, commercial and institutional maintenance, repair and operations (MRO) market. The Company also manufacturers, sells and distributes production and specialized component parts to the original equipment marketplace (OEM) including the automotive, appliance, aerospace, construction and transportation industries.

 

This release contains certain forward-looking statements that involve risks and uncertainties. The terms “may,” “should,” “could,” “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. Such statements speak only as of the date of the news release and are subject to a variety of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from the expectations. These risks include, but are not limited to: the impact of governmental investigations, such as the ongoing investigation by U.S. Attorney’s office for the Northern District of Illinois; excess and obsolete inventory; disruptions of the Company’s information systems; risks of rescheduled or cancelled orders; increases in commodity prices; the influence of controlling stockholders; competition and competitive pricing pressures; the effect of general economic conditions and market conditions in the markets and industries the Company serves; the risks of war, terrorism, and similar hostilities; and, all of the factors discussed in the Company’s “Risk Factors” set forth in its Annual Report on Form 10-K for the year ended December 31, 2006. The Company undertakes no obligation to update any such factor or to publicly announce the results of any revisions to any forward-looking statements contained herein whether as a result of new information, future events or otherwise.

 

 

 

 

 

 

 

 

 

 

2

 


 

 

LAWSON PRODUCTS, INC. AND SUBSIDIARIES

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

 

June 30,

 

June 30,

 

 

 

 


 


 

 

 

 

 

 

 

 

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$129,178

 

$129,226

 

$258,847

 

$259,392

 

 

 

Cost of goods sold

52,481

 

52,401

 

106,323

 

106,188

 

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

76,697

 

76,825

 

152,524

 

153,204

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

71,449

 

70,912

 

137,689

 

138,880

 

 

 

Severance and other charges

5,470

 

---

 

6,912

 

---

 

 

 

Loss on sale of equipment

---

 

806

 

---

 

806

 

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income/(loss)

(222)

 

5,107

 

7,923

 

13,518

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment and other income

293

 

387

 

395

 

941

 

 

 

Interest expense

(286)

 

---

 

(367)

 

---

 

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income/(loss) from continuing operations before income taxes

and cumulative effect of accounting change

(215)

 

5,494

 

7,951

 

14,459

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

(195)

 

2,273

 

3,245

 

5,819

 

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income/(loss) from continuing operations

before cumulative effect of accounting change

(20)

 

3,221

 

4,706

 

8,640

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations,

net of income taxes

(329)

 

(16)

 

(485)

 

(86)

 

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income/(loss) before cumulative effect of accounting change

(349)

 

3,205

 

4,221

 

8,554

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative effect of accounting change, net of income taxes

---

 

---

 

---

 

(361)

 

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

$(349)

 

$3,205

 

$4,221

 

$8,193

 

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income/(loss) per share

of common stock:

 

 

 

 

 

 

 

 

 

 

Continuing operations before

cumulative effect of accounting change

$(0.00)

 

$0.36

 

$0.55

 

$0.96

 

 

 

Discontinued operations

(0.04)

 

(0.00)

 

(0.06)

 

(0.01)

 

 

 

Cumulative effect of accounting change

---

 

---

 

---

 

(0.04)

 

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

  

$(0.04)

 

$0.36

 

$0.50

 

$0.91

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted income/(loss) per share

of common stock:

 

 

 

 

 

 

 

 

Continuing operations before cumulative effect of accounting change

 

$(0.00)

 

$0.36

 

$0.55

 

$0.96

 

Discontinued operations

(0.04)--- 

 

(0.00) 

 

(0.06)

 

(0.01)

 

Cumulative effect of accounting change

---

 

---

 

---

 

(0.04)

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

$(0.04)

 

$0.36

 

$0.50

 

$0.91

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share of common stock

$0.20

 

$0.20

 

$0.40

 

$0.40

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

Basic

8,521

 

8,989

 

8,521

 

8,982

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

8,521

 

8,995

 

8,523

 

8,989

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 


 

LAWSON PRODUCTS, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

June 30,

 

December 31,

 

(in thousands)

2007

 

2006

 

 


 


 

 

 

 

 

 

 

(UNAUDITED)

 

 

 

ASSETS

 

 

 

 

Current Assets:

 

 

 

 

Cash and cash equivalents

$1,861

 

$3,391

 

Accounts receivable, less allowance for doubtful accounts

60,644

 

60,411

 

Inventories

90,457

 

90,272

 

Miscellaneous receivables and prepaid expenses

7,743

 

5,529

 

Deferred income taxes

3,200

 

3,538

 

Discontinued current assets

1,750

 

2,056

 

 


 


 

 

 

 

 

 

Total Current Assets

165,655

 

165,197

 

 

 

 

 

 

Property, plant and equipment, less

 

 

 

 

allowances for depreciation and amortization

49,339

 

42,664

 

Deferred income taxes

22,979

 

20,341

 

Goodwill

27,999

 

27,999

 

Other assets

24,854

 

22,679

 

Discontinued non-current assets

3

 

3

 

 


 


 

 

 

 

 

 

Total Assets

$290,829

 

$278,883

 

 


 


 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

Current Liabilities:

 

 

 

 

Revolving line of credit

$16,000

 

$---

 

Accounts payable

13,829

 

14,055

 

Accrued expenses and other liabilities

41,617

 

46,746

 

Income taxes

---

 

855

 

Discontinued current liabilities

1,720

 

1,770

 

 


 


 

 

 

 

 

 

Total Current Liabilities

73,166

 

63,426

 

 


 


 

 

 

 

 

 

 

 

 

 

 

Accrued liability under security bonus plans

26,478

 

25,522

 

Other

20,787

 

19,618

 

 


 


 

 

 

 

 

 

 

47,265

 

45,140

 

 


 


 

 

 

 

 

 

Total Stockholders' Equity

170,398

 

170,317

 

 


 


 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

$290,829

 

$278,883

 

 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

4