e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
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þ |
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Quarterly Report under Section 13 OR 15(d) of the Securities
Exchange Act of 1934 |
For quarterly period ended March 31, 2008
or
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o |
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Transition Report under Section 13 OR 15(d) of the Securities
Exchange Act of 1934 |
For the transition period from to
Commission file Number: 0-10546
LAWSON PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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36-2229304 |
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(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
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1666 East Touhy Avenue, Des Plaines, Illinois
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60018 |
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(Address of principal executive offices)
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(Zip Code) |
(847) 827-9666
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act). Yes o No þ
The number of shares outstanding of the registrants common stock, $1 par value, as of
April 30, 2008 was 8,522,001.
Safe Harbor Statement under the Securities Litigation Reform Act of 1995: This
Quarterly Report on Form 10-Q 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, 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
managements current expectations, intentions or beliefs and are subject to a number of factors,
assumptions and uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. Factors that could cause or contribute to such
differences or that might otherwise impact the business include the impact of governmental
investigations, such as the recently announced investigation by U.S. Attorneys Office for the
Northern District of Illinois; excess and obsolete inventory; disruptions of the Companys
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
Companys Risk Factors set forth in its Annual Report on Form 10-K for the year ended December
31, 2007.
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
TABLE OF CONTENTS
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4 |
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4 |
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16 |
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19 |
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19 |
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20 |
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20 |
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20 |
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22 |
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23 |
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Letter Regarding Unaudited Interim Financial Information |
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Certification |
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Certification |
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Certification |
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3
PART I-FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Lawson Products, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
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March 31, |
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December 31, |
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(Amounts in thousands, except share and per share data) |
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2008 |
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2007 |
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(UNAUDITED) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
2,549 |
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$ |
1,671 |
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Accounts receivable, less allowance for doubtful accounts |
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56,888 |
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58,882 |
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Inventories |
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97,768 |
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96,785 |
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Miscellaneous receivables and prepaid expenses |
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8,043 |
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10,303 |
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Deferred income taxes |
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3,010 |
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3,226 |
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Discontinued current assets |
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1,003 |
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1,064 |
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Total current assets |
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169,261 |
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171,931 |
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Property, plant and equipment, less accumulated
depreciation and amortization |
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52,158 |
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53,031 |
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Deferred income taxes |
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20,515 |
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21,344 |
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Goodwill |
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27,999 |
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27,999 |
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Other assets |
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24,571 |
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25,558 |
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Total assets |
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$ |
294,504 |
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$ |
299,863 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
16,700 |
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$ |
16,266 |
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Revolving line of credit |
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15,500 |
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11,000 |
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Accrued expenses and other liabilities |
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34,616 |
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45,254 |
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Discontinued current liabilities |
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333 |
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322 |
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Total current liabilities |
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67,149 |
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72,842 |
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Accrued liability under security bonus plans |
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25,993 |
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25,491 |
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Other |
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24,528 |
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27,169 |
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50,521 |
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52,660 |
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Stockholders equity: |
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Preferred stock, $1 par value: |
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Authorized - 500,000 shares Issued and outstanding None |
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Common stock, $1 par value: |
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Authorized - 35,000,000 shares Issued and outstanding -
8,522,001 shares in 2008 and 2007 |
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8,522 |
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8,522 |
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Capital in excess of par value |
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4,774 |
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4,774 |
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Retained earnings |
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163,270 |
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160,606 |
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Accumulated other comprehensive income |
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268 |
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459 |
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Total stockholders equity |
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176,834 |
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174,361 |
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Total liabilities and stockholders equity |
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$ |
294,504 |
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$ |
299,863 |
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See notes to condensed consolidated financial statements.
4
Lawson Products, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited)
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For the |
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Three Months Ended |
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March 31, |
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(Amounts in thousands, except per share data) |
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2008 |
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2007 |
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Net sales |
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$ |
125,004 |
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$ |
129,669 |
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Cost of goods sold |
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51,742 |
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53,842 |
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Gross profit |
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73,262 |
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75,827 |
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Operating expenses: |
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Selling, general and administrative expenses |
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64,713 |
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65,961 |
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Severance and other charges |
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602 |
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1,721 |
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Operating income |
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7,947 |
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8,145 |
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Investment and other income |
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108 |
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102 |
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Interest expense |
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(229 |
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(81 |
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Income from continuing operations before income taxes |
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7,826 |
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8,166 |
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Income tax expense |
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3,302 |
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3,440 |
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Income from continuing operations |
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4,524 |
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4,726 |
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Loss from discontinued operations, net of income taxes |
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(155 |
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(156 |
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Net income |
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$ |
4,369 |
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$ |
4,570 |
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Basic income (loss) per share of common stock: |
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Continuing operations |
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$ |
0.53 |
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$ |
0.55 |
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Discontinued operations |
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(0.02 |
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(0.02 |
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$ |
0.51 |
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$ |
0.54 |
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Diluted income (loss) per share of common stock: |
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Continuing operations |
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$ |
0.53 |
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$ |
0.55 |
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Discontinued operations |
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(0.02 |
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(0.02 |
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$ |
0.51 |
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$ |
0.54 |
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Cash dividends declared per share of common stock |
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$ |
0.20 |
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$ |
0.20 |
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Weighted average shares outstanding: |
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Basic |
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8,522 |
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8,521 |
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Diluted |
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8,523 |
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8,524 |
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See notes to condensed consolidated financial statements.
5
Lawson Products, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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For the |
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Three Months Ended |
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March 31, |
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(Amounts in thousands) |
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2008 |
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2007 |
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Operating activities: |
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Net income |
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$ |
4,369 |
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$ |
4,570 |
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Adjustments to reconcile net income to net cash used for operating activities: |
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Depreciation and amortization |
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2,142 |
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1,920 |
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Changes in operating assets and liabilities |
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(5,006 |
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(16,637 |
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Other |
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(2,234 |
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917 |
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Net cash used for operating activities |
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(729 |
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(9,230 |
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Investing activities: |
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Additions to property, plant and equipment |
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(1,206 |
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(3,528 |
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Net cash used for investing activities |
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(1,206 |
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(3,528 |
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Financing activities: |
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Proceeds from revolving line of credit, net of payments |
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4,500 |
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11,000 |
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Dividends paid |
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(1,704 |
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(1,704 |
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Net cash provided by financing activities |
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2,796 |
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9,296 |
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Increase (decrease) in cash and cash equivalents |
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861 |
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(3,462 |
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Cash and cash equivalents at beginning of period |
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2,473 |
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4,320 |
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Cash and cash equivalents at end of period |
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3,334 |
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858 |
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Cash held by discontinued operations |
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(785 |
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(639 |
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Cash and cash equivalents held by continuing operations at end of period |
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$ |
2,549 |
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$ |
219 |
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See notes to condensed consolidated financial statements.
6
Lawson Products, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands)
Note A Basis of Presentation and Summary of Significant Accounting Policies
The accompanying condensed consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial information, the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not contain all
disclosures required by generally accepted accounting principles. Reference should be made to
Lawson Products, Inc.s (the Company) Annual Report on Form 10-K for the year ended December 31,
2007. The Condensed Consolidated Balance Sheet as of March 31, 2008, the Condensed Consolidated
Statements of Income and the Condensed Consolidated Statements of Cash Flows for the three-month
periods ended March 31, 2008 and 2007 are unaudited. In the opinion of the Company, all adjustments
(consisting only of normal recurring accruals) have been made, which are necessary to present
fairly the results of operations for the interim periods. Operating results for the three-month
period ended March 31, 2008 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2008.
FIN 48 We account for uncertain tax positions in accordance with FASB Interpretation
No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), which requires that the Company
recognize in the financial statements the impact of a tax position, if that position is more likely
than not of being sustained on audit, based on the technical merits of the position. In addition,
FIN 48 provides guidance on the derecognition, classification, accounting in interim periods and
disclosure requirements for uncertain tax positions. See Note I Income Tax Expense to the
Condensed Consolidated Financial Statements for additional detail on our uncertain tax positions.
There have been no significant changes in our significant accounting policies during the
three months ended March 31, 2008 as compared to the significant accounting policies described in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.
Note B Comprehensive Income
Comprehensive income was $4,178 and $4,629 for the first quarters of 2008 and 2007,
respectively. Comprehensive income was negatively impacted by foreign currency translation
adjustments of $191 in 2008 and positively impacted by foreign currency translation adjustments of
$59 for the three-month period ended March 31, 2007.
Accumulated other comprehensive income consists only of foreign currency translation
adjustments, net of related income tax.
Note C Earnings Per Share
The calculation of dilutive weighted average shares outstanding for the three months
ended March 31, 2008 and 2007 are as follows (in thousands):
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Three months ended March 31 |
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2008 |
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2007 |
Basic weighted average shares outstanding |
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8,522 |
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8,521 |
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Dilutive impact of options outstanding |
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1 |
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3 |
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Dilutive weighted average shares outstanding |
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8,523 |
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8,524 |
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7
Note D Revolving Line of Credit
The revolving line of credit has a maximum borrowing capacity of $75 million and a
maturity date of March 27, 2009. The revolving line of credit carries a floating interest rate of
prime minus 150 basis points or LIBOR plus 75 basis points, at the Companys option. At March 31,
2008, the effective rate was 3.75 percent. Interest is payable quarterly on prime rate borrowings
and at contract expirations for LIBOR borrowings. The line of credit contains certain financial
covenants regarding interest coverage, minimum stockholders equity and working capital, all of
which the Company was in compliance with at March 31, 2008. The Company had $15.5 million of
borrowings under the line of credit at March 31, 2008.
Note E Reserve for Severance
The table below shows the changes in the Companys reserves for severance and related
payments, included in accrued expenses and other liabilities on the balance sheet as of March 31,
2008 and 2007:
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2008 |
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2007 |
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Balance at beginning of year |
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$ |
7,058 |
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$ |
962 |
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Charged to earnings |
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602 |
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279 |
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Cash paid |
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(1,315 |
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(604 |
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Adjustment to reserves |
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(42 |
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(120 |
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Balance at March 31 |
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$ |
6,303 |
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$ |
517 |
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The charge to earnings in 2008 of $602 is related to severance costs associated with the
departure of two executives. The charge to earnings in 2007 of $279 is related to severance costs
arising from initiatives implemented in the first quarter of 2007 to improve domestic operational
efficiencies. Severance costs in both years are related to the Maintenance, Repair and Operations
distribution in North America (MRO) segment.
8
Note F Intangible Assets
Intangible assets subject to amortization, included within other assets, were as follows
(in thousands):
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March 31, 2008 |
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Net |
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Gross |
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Accumulated |
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Carrying |
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Balance |
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Amortization |
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Amount |
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Trademarks and tradenames |
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$ |
1,400 |
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$ |
750 |
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$ |
650 |
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Non-compete covenant |
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1,000 |
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|
450 |
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|
550 |
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|
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|
|
|
|
|
|
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$ |
2,400 |
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|
$ |
1,200 |
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$ |
1,200 |
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December 31, 2007 |
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Net |
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Gross |
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|
Accumulated |
|
|
Carrying |
|
|
|
Balance |
|
|
Amortization |
|
|
Amount |
|
Trademarks and tradenames |
|
$ |
1,400 |
|
|
$ |
737 |
|
|
$ |
663 |
|
Non-compete covenant |
|
|
1,000 |
|
|
|
400 |
|
|
|
600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,400 |
|
|
$ |
1,137 |
|
|
$ |
1,263 |
|
|
|
|
|
|
|
|
|
|
|
Trademarks and tradenames are being amortized over 15 years. The non-compete covenant
associated with the 2005 acquisition of Rutland is being amortized over 5 years. Amortization
expense, all of which is included in the MRO distribution segment, for these intangible assets is
expected to be $250 per year for each of the next three years and $50 per year thereafter until the
trademarks and tradenames are fully amortized.
Note G Stock-Based Compensation
The Stock Performance Plan (the Plan) provides for the issuance of incentive
compensation to non-employee directors, officers and key employees in the form of stock performance
rights (SPRs).
Stock Performance Rights
SPRs vest at 20 percent to 33 percent per year and entitle the recipient to receive a
cash payment equal to the excess of the market value of the Companys common stock over the SPR
exercise price when the SPRs are surrendered. The Company estimates the fair value of SPRs using
the Black-Scholes valuation model each quarter. This model requires the input of subjective
assumptions that will usually have a significant impact on the fair value estimate. The
weighted-average estimated fair value of SPRs outstanding at March 31, 2008 was $6.61 per SPR with
the following assumptions:
|
|
|
|
|
|
|
March 31, 2008 |
Expected volatility |
|
38.77% to 48.65% |
Risk-free interest rate |
|
1.57% to 2.66% |
Expected term (in years) |
|
1.4 to 6.0 |
Expected dividend yield |
|
2.90% |
9
In the first quarter of 2008 and 2007, a reduction to compensation expense for outstanding
SPRs of $1.2 million and $0.7 million was recorded and included in selling, general and
administrative expenses, respectively.
The following is a summary of the activity in the Companys SPRs during the quarter:
|
|
|
|
|
|
|
|
|
|
|
Average SPR |
|
|
|
|
|
|
Exercise Price |
|
|
# of SPRs |
|
Outstanding December 31, 2007 (1) |
|
$ |
34.17 |
|
|
|
209,250 |
|
Granted |
|
|
25.43 |
|
|
|
86,500 |
|
Exercised |
|
|
27.08 |
|
|
|
(28,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding March 31, 2008 (2) |
|
$ |
32.09 |
|
|
|
267,750 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes 132,117 SPRs vested at December 31, 2007 at a weighted average
exercise price of $31.26 per SPR. |
|
(2) |
|
Includes 104,117 SPRs vested at March 31, 2008 at a weighted average
exercise price of $32.38 per SPR. |
The aggregate intrinsic value of SPRs outstanding as of March 31, 2008 is $(0.4) million.
As of March 31, 2008, there was $0.8 million of unrecognized compensation cost related to
non-vested SPRs, which will be recognized over a weighted average period of 1.7 years.
Stock-based compensation expense recognized in the Condensed Consolidated Statements of
Income for the first quarter of fiscal 2008 and 2007 has been reduced for estimated forfeitures.
Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if
actual forfeitures differ from those estimates. Forfeitures were estimated based on historical
experience.
10
Stock Options
The following is a summary of the activity in the Companys stock options during the
quarter:
|
|
|
|
|
|
|
|
|
|
|
Average Option |
|
|
|
|
|
|
Exercise Price |
|
|
# of Options |
|
Outstanding December 31, 2007 |
|
$ |
23.11 |
|
|
|
5,000 |
|
Granted |
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
Forfeited/expired/cancelled |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding March 31, 2008 |
|
$ |
23.11 |
|
|
|
5,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
Average |
|
|
Exercisable options at: |
|
Price |
|
Option Shares |
December 31, 2007 |
|
$ |
23.11 |
|
|
|
5,000 |
|
March 31, 2008 |
|
$ |
23.11 |
|
|
|
5,000 |
|
As of March 31, 2008, the Company had the following outstanding options:
|
|
|
|
|
|
|
|
|
Exercise price |
|
$ |
23.56 |
|
|
$ |
22.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding: |
|
|
3,000 |
|
|
|
2,000 |
|
Weighted average exercise price |
|
$ |
23.56 |
|
|
$ |
22.44 |
|
Weighted average remaining life (in years) |
|
|
2.1 |
|
|
|
1.4 |
|
Options exercisable: |
|
|
3,000 |
|
|
|
2,000 |
|
Weighted average exercise price |
|
$ |
23.56 |
|
|
$ |
22.44 |
|
As of December 31, 2007, all outstanding stock options were fully vested, and no
remaining unrecognized compensation expense is to be recorded in 2008.
11
Note H Segment Reporting
The Company has two reportable segments: Maintenance, Repair and Operations distribution
in North America (MRO), and Original Equipment Manufacturer distribution and manufacturing in North
America (OEM). The Companys reportable segments are distinguished by the nature of products, types
of customers, and manner of servicing customers.
The Companys MRO distribution segment supplies a wide range of MRO parts to repair and
maintenance organizations primarily through the Companys force of independent field sales agents,
as well as inside sales personnel.
The Companys OEM segment manufactures and distributes component parts to OEM
manufacturers through a network of independent manufacturers representatives as well as internal
sales personnel.
The Company evaluates performance and allocates resources to reportable segments
primarily based on operating income.
The following table presents summary financial information for the Companys reportable
segments:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31 |
|
|
|
2008 |
|
|
2007 |
|
Net sales |
|
|
|
|
|
|
|
|
MRO |
|
$ |
104,538 |
|
|
$ |
106,286 |
|
OEM |
|
|
20,466 |
|
|
|
23,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated total |
|
$ |
125,004 |
|
|
$ |
129,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
|
|
|
|
|
|
MRO |
|
$ |
7,494 |
|
|
$ |
6,273 |
|
OEM |
|
|
453 |
|
|
|
1,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated total |
|
$ |
7,947 |
|
|
$ |
8,145 |
|
|
|
|
|
|
|
|
The reconciliation of segment profit for continuing operations to consolidated income
before income taxes consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31 |
|
|
|
2008 |
|
|
2007 |
|
Total operating income from reportable segments |
|
$ |
7,947 |
|
|
$ |
8,145 |
|
Investment and other income |
|
|
108 |
|
|
|
102 |
|
Interest expense |
|
|
(229 |
) |
|
|
(81 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes |
|
$ |
7,826 |
|
|
$ |
8,166 |
|
|
|
|
|
|
|
|
12
Asset information for continuing operations related to the Companys reportable segments
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Total assets |
|
|
|
|
|
|
|
|
MRO |
|
$ |
216,447 |
|
|
$ |
221,274 |
|
OEM |
|
|
53,529 |
|
|
|
52,955 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total for reportable segments |
|
|
269,976 |
|
|
|
274,229 |
|
Corporate |
|
|
23,525 |
|
|
|
24,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated total |
|
$ |
293,501 |
|
|
$ |
298,799 |
|
|
|
|
|
|
|
|
At March 31, 2008 and December 31, 2007, the carrying value of goodwill within each
reportable segment was as follows (in thousands):
|
|
|
|
|
MRO |
|
$ |
25,748 |
|
OEM |
|
|
2,251 |
|
|
|
|
|
Consolidated total |
|
$ |
27,999 |
|
|
|
|
|
Note I Income Tax Expense
At December 31, 2007, the Company had $923 in unrecognized tax benefits, the recognition
of which would have an effect of $923 on the effective tax rate. At March 31, 2008, the Company had
$923 in unrecognized tax benefits, the recognition of which would have an effect of $923 on the
effective tax rate.
Due to the uncertainty of both timing and resolution of income tax examinations, the Company
is unable to determine whether any amounts included in the March 31, 2008 balance of unrecognized
tax benefits represent tax positions that could significantly change during the next twelve months.
The Companys continuing practice is to recognize interest and penalties related to
unrecognized tax benefits in income tax expense. The Company had $1,364 accrued for interest and
penalties at both March 2008 and December 2007.
The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax
of multiple state and international jurisdictions. As of March 31, 2008, the Company is subject to
U.S. federal income tax, non-U.S. income tax and state and local income tax examinations for the
tax years 2000 through 2006.
Note J Legal Proceedings
In December 2005, the FBI executed a search warrant for records at the Companys offices and
informed the Company that it was conducting an investigation as to whether any of the Companys
representatives improperly provided gifts or awards to purchasing agents (including government
purchasing agents) through the Companys customer loyalty programs. The U.S. Attorneys Office for
the Northern District of Illinois subsequently issued a subpoena for documents in connection with
this investigation. In April 2007, thirteen people, including seven former sales agents of the
Company, were indicted on federal criminal charges, including mail fraud, in connection with the
U.S. Attorneys investigation. These indictments allege that, under the Companys customer loyalty
programs, sales agents would provide cash gift certificates to individuals purchasing Company
merchandise on behalf of their employers as a way to increase their commissions and prices paid by
customers. All of the cases involve commissioned sales agents of the Company. All seven of the
indicted former sales agents have entered guilty pleas to federal criminal charges. Although the
Company was not charged in connection with these indictments, the U.S. Attorney has announced that
its investigation is continuing.
13
The Companys internal investigation regarding these matters has consisted of a review of the
Companys records and interviews with Company employees and independent agents and is not complete.
In conjunction with the Companys internal investigation, several customer loyalty programs were
terminated because the Company believes that these programs provided or had the potential of
providing promotional considerations, such as gifts and awards, to purchasing agents that the
Company has deemed inappropriate. The Company has modified another customer loyalty program to
limit the amount and nature of customer gifts distributed under the program. In addition,
twenty-three independent agents have been terminated or have resigned and the Company has
terminated four employees. The Company is cooperating with the ongoing investigation of the
U.S. Attorney; however, the Company cannot predict when the investigation will be completed or what
the outcome or the effect of the investigation will be. The outcome of the investigation could
result in criminal sanctions or civil remedies against the Company, including material fines,
injunctions or the loss of the Companys ability to conduct business with governmental entities.
14
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Lawson Products, Inc.
We have reviewed the condensed consolidated balance sheet of Lawson Products, Inc. and
subsidiaries as of March 31, 2008 and the related condensed consolidated statements of income and
cash flows for the three-month periods ended March 31, 2008 and 2007. These financial statements
are the responsibility of the Companys management.
We conducted our review in accordance with standards of the Public Company Accounting
Oversight Board (United States). A review of interim financial information consists principally of
applying analytical procedures and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in accordance with
the standards of the Public Company Accounting Oversight Board, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made
to the condensed consolidated financial statements referred to above for them to be in conformity
with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheet of Lawson Products, Inc.
and subsidiaries as of December 31, 2007, and the related consolidated statements of income,
changes in stockholders equity and cash flows for the year then ended, not presented herein, and
in our report dated March 10, 2008, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 2007, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
ERNST & YOUNG LLP
Chicago, Illinois
April 30, 2008
15
Operating Expenses and Operating Income
Selling, General and Administrative Expenses (SG&A)
SG&A expenses were $64.7 million and 51.8 percent of sales for the first quarter of 2008
compared to $66.0 million and 50.9 percent of sales in the prior year period. The $1.3 million
reduction in first quarter SG&A expenses primarily reflects lower variable selling costs associated
with lower sales in the current quarter. In addition, compensation costs were reduced by $1.2
million in the first quarter of 2008 compared to $0.2 million of expense in the prior year quarter,
in conjunction with the Companys long-term performance based incentive plans and stock performance
rights. The first quarter 2008 compensation cost reductions reflected the Companys lower financial
performance and stock price.
The Company incurred legal expenses of $0.8 million in the first quarter of 2008 and $1.1
million in the prior year quarter in conjunction with the ongoing investigation by the U.S.
Attorneys Office for the Northern District of Illinois related to whether Company sales
representatives provided improper gifts or awards to purchasing agents (including government
purchasing agents) through the Companys customer loyalty programs. This investigation is ongoing
and the Company expects to incur legal costs throughout the remainder of 2008 related to this
matter. See Note J to the Condensed Consolidated Financial Statements
for additional information.
Severance and Other Charges
In the first quarter of 2008, the Company recorded $0.6 million of severance costs
associated with the departure of two executives. In the first quarter of 2007, the Company recorded
$1.7 million of severance and other charges, including $1.4 million of compensation expense related
to the retirement of its former President and Chief Operating Officer.
Operating Income
Operating income for the three-month period ended March 31, 2008 declined to
$7.9 million, from $8.1 million in the same period of 2007. This $0.2 million decrease in operating
income is principally due to lower gross profit of $2.6 million, offset by $2.4 million of lower
operating expenses. The factors affecting these items are discussed above.
Income Tax Expense
The effective tax rates for the quarters ended March 31, 2008 and 2007 were comparable at
42.2% and 42.1%, respectively.
Income from Continuing Operations
Income from continuing operations for the first quarter of 2008 decreased 4.3%, to
$4.5 million compared to $4.7 million in the comparable period of 2007. This $0.2 million decrease
in operating income is principally due to lower gross profit of $2.6 million, offset by
$2.4 million of lower operating expenses.
Loss from Discontinued Operations
Loss from discontinued operations of $0.2 million for the first quarter of 2008 and 2007
reflects the impact of operating losses and costs associated with the closure of the Companys
Mexico operations.
17
PART II
OTHER INFORMATION
ITEMS 2, 3, 4 and 5 of Part II are inapplicable and have been omitted from this report.
ITEM 1. LEGAL PROCEEDINGS
In December 2005, the FBI executed a search warrant for records at the Companys offices and
informed the Company that it was conducting an investigation as to whether any of the Companys
representatives improperly provided gifts or awards to purchasing agents (including government
purchasing agents) through the Companys customer loyalty programs. The U.S. Attorneys Office for
the Northern District of Illinois subsequently issued a subpoena for documents in connection with
this investigation. In April 2007, thirteen people, including seven former sales agents of the
Company, were indicted on federal criminal charges, including mail fraud, in connection with the
U.S. Attorneys investigation. These indictments allege that, under the Companys customer loyalty
programs, sales agents would provide cash gift certificates to individuals purchasing Company
merchandise on behalf of their employers as a way to increase their commissions and prices paid by
customers. All of the cases involve commissioned sales agents of the Company. All seven of the
indicted former sales agents have entered guilty pleas to federal criminal charges. Although the
Company was not charged in connection with these indictments, the U.S. Attorney has announced that
its investigation is continuing.
The Companys internal investigation regarding these matters has consisted of a review of the
Companys records and interviews with Company employees and independent agents and is not complete.
In conjunction with the Companys internal investigation, several customer loyalty programs were
terminated because the Company believes that these programs provided or had the potential of
providing promotional considerations, such as gifts and awards, to purchasing agents that the
Company has deemed inappropriate. The Company has modified another customer loyalty program to
limit the amount and nature of customer gifts distributed under the program. In addition,
twenty-three independent agents have been terminated or have resigned and the Company has
terminated four employees. The Company is cooperating with the ongoing investigation of the
U.S. Attorney; however, the Company cannot predict when the investigation will be completed or what
the outcome or the effect of the investigation will be. The outcome of the investigation could
result in criminal sanctions or civil remedies against the Company, including material fines,
injunctions or the loss of the Companys ability to conduct business with governmental entities.
ITEM 1A. RISK FACTORS
If the Company is unable to successfully conclude the pending governmental investigation of the
Company, the Companys business, financial condition, results of operations and stock price could
be adversely affected.
In December 2005, the FBI executed a search warrant for records at the Companys offices and
informed the Company that it was conducting an investigation as to whether any of the Companys
representatives improperly provided gifts or awards to purchasing agents (including government
purchasing agents) through the Companys customer loyalty programs. The U.S. Attorneys Office for
the Northern District of Illinois subsequently issued a subpoena for documents in connection with
this investigation. In April 2007, thirteen people, including seven former sales agents of the
Company, were indicted on federal criminal charges, including mail fraud, in connection with the
U.S. Attorneys investigation. These indictments allege that, under the Companys customer loyalty
programs, sales agents would provide cash gift certificates to individuals purchasing Company
merchandise on behalf of their employers as a way to increase their commissions and prices paid by
customers. All of the cases involve commissioned sales agents of the Company. All seven of the
indicted former sales agents have entered guilty pleas to federal criminal charges. Although the
Company was not charged in connection with these indictments, the U.S. Attorney has announced that
its investigation is continuing.
20
Exhibit 31.1
CERTIFICATIONS
I, Thomas J. Neri, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Lawson Products, Inc. (the registrant);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the registrant and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrants internal control over financial
reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
Date: April 30, 2008
|
|
|
/s/ Thomas J. Neri |
|
|
|
|
|
Chief Executive Officer |
|
|
Exhibit 31.2
CERTIFICATIONS
I, Scott F. Stephens, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Lawson Products, Inc. (the registrant);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the registrant and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrants internal control over financial
reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
Date: April 30, 2008
|
|
|
/S/ Scott F. Stephens |
|
|
|
|
|
Chief Financial Officer |
|
|