Document


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):
 
April 30, 2020

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, Illinois
 
60631
(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 class
 
Trading Symbol
 
Name of each exchange on which registered
Common stock, $1.00 par value
 
LAWS
 
NASDAQ 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 April 30, 2020 , Lawson Products, Inc. issued a press release announcing its first quarter 2020 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
April 30, 2020








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:
April 30, 2020
 
By:   /s/ Ronald J. Knutson  
 
 
 
Name: Ronald J. Knutson
 
 
 
Title: Executive Vice President, Chief Financial Officer, Treasurer and Controller








EXHIBIT INDEX


Exhibit Number
 
Description
 





Exhibit


Lawson Products Announces First Quarter 2020 Results

CHICAGO, April 30, 2020 - Lawson Products, Inc. (NASDAQ: LAWS) ( Lawson or the "Company") , a distributor of products and services to the MRO marketplace, today announced results for the first quarter ended March 31, 2020 .
 
First Quarter Summary Financial Highlights
 
Three Months Ended March 31,
($ in millions, except earnings per share data)
 
2020
 
2019
 
Change
Net Sales
 
$91.0
 
$91.3
 
(0.3)%
Average Daily Net Sales
 
$1.422
 
$1.450
 
(1.9)%
Number of Business Days
 
64
 
63
 
 
 
 
 
 
 
 
 
Reported Operating Income
 
$18.6
 
$5.5
 
236.2%
Adjusted Operating Income (1)
 
$7.9
 
$6.0
 
32.9%
 
 
 
 
 
 
 
Adjusted EBITDA (1)
 
$9.5
 
$7.5
 
26.8%
Adjusted EBITDA Margin (1)
 
10.4%
 
8.2%
 
+220 bps
 
 
 
 
 
 
 
Reported Diluted Earnings (loss) Per Share
 
$1.34
 
$0.44
 
$0.90
Adjusted Diluted Earnings Per Share  (2)
 
$0.52
 
$0.48
 
$0.04

(1) Excludes the impact of stock-based compensation and severance. (See reconciliation in Table 1)
(2) Excludes the impact of stock-based compensation and severance. (See reconciliation in Table 2)

"During this challenging coronavirus period, Lawson is focused on the safety of our team members, servicing our customers and maintaining our financial strength. Lawson has been deemed an essential business by the government. Our field sales team and distribution network continue to operate while following a strict health protocol. I am confident that the strength and dedication of our team and suppliers, coupled with our financial strength, will see us through this environment,” said Michael DeCata, president and chief executive officer.

"In the first quarter of 2020, revenue decreased slightly over last year. Although sales were increasing sequentially, we experienced declining sales due to the economic impact of the COVID-19 pandemic in the second half of March. Our adjusted operating income improved for the quarter as we leveraged our costs and immediately implemented actions to align our cost structure with the demand environment.

“Our financial position is strong and we are focused on maintaining its strength through effective and disciplined management. In late 2019, we entered into a new $100 million revolving credit agreement that provides us with significant financial flexibility. We entered this pandemic period in a strong position, both operationally and financially, and expect to exit it as strong as we entered it,” concluded Mr. DeCata.






COVID-19

In March 2020, the World Health Organization declared a new strain of coronavirus (“COVID-19”) a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility in the financial markets. It is unknown at this time how long these circumstances will exist, when restrictions such as shelter in place orders, social distancing and closures of non-essential businesses will be relaxed, and if these restrictions will be reintroduced at a future date. The pandemic is negatively impacting sales and operations currently and may negatively impact future financial results, liquidity and overall performance of the Company. As Lawson is considered an “essential business,” by the U.S. and Canada governments, our field sales team and distribution network continue to operate, providing service and products to our customers.

We have undertaken a number of steps to address the impact of the COVID-19 pandemic with certain customers having temporarily reduced business hours or shut down entirely. Some of the recurring onsite customer service provided by our sales reps has been limited due to social distancing guidelines and shelter in place orders. As a result, our sales reps continue to reach out to all customers with a portion being serviced via phone, fax and internet-based communications. The Company has also put into place health safety measures for sales reps who visit their customers as well as for our distribution centers and corporate employees. We have also introduced curbside pick-up at The Bolt Supply House branches which all remain open. We are supporting these efforts by reinforcing our supply chain through regular contact with our existing suppliers as well as reaching out to additional suppliers to ensure that orders for inventory are fulfilled in a timely manner and our supply chain remains strong. Our sales reps and our finance group are working in concert to ensure that any customer issues are quickly identified and credit is carefully extended to customers who are able to pay.

We continue to monitor the Company's balance sheet and liquidity position and are taking actions to protect cash flows from operations. The Company ended the first quarter with $4.1 million of cash and cash equivalents and an additional $87.5 million of borrowing capacity under its existing line of credit and through yesterday has approximately the same level of availability. With our committed credit facility being led by JPMorgan Chase, we have access to ample liquidity to fund our requirements. The Company has taken numerous cost reduction actions including furloughing approximately 100 employees, reducing salaries and Board compensation, canceling travel and award trips, consolidating our Suwanee, GA distribution operations into the McCook facility and eliminating non-critical capital expenditures.

We are closely monitoring the operating environment. Looking ahead, we will take all necessary actions to ensure safety for our employees, customers, and suppliers while maintaining our strong financial position.






Highlights

Sales of $91.0 million decreased 0.3% year-over-year. Average Daily Sales (ADS) decreased 1.9% to $1.422 million in the first quarter of 2020 compared to $1.450 million in 2019 with one additional selling day in 2020. Sales during the second half of March were noticeably affected by the COVID-19 situation.

Reported operating income was $18.6 million compared to $5.5 million in the first quarter of 2019. Non-GAAP adjusted operating income excluding stock-based compensation and severance expense increased 32.9% to $7.9 million from $6.0 million in the year ago quarter. (See reconciliation in Table 1) As a percent of sales adjusted EBITDA improved to 10.4% for the first quarter 2020 from 8.2% in the year ago quarter.

Reported net income was $12.5 million for the quarter, or $1.34 per diluted share compared to $0.44 in first quarter of 2019. On an adjusted basis, diluted earnings per share was $0.52 compared to $0.48 a year ago. (See reconciliation in Table 2)

Ended the quarter with $4.1 million of available cash and cash equivalents and $87.5 million of additional borrowing capacity under our line of credit.


First Quarter Results

Net sales were $91.0 million in the first quarter of 2020 compared to $91.3 million in the first quarter of 2019. The slight decline in sales reflects a 3.1% decrease in the Lawson segment sales rep productivity driven by decreases within our government and core customers late in the quarter, offset by positive growth within our strategic and Kent Automotive customers. Sales within The Bolt Supply House segment, which represents approximately 11% of consolidated sales, increased 7.5% over the prior year quarter, reflecting strength across multiple product categories and new customers. Average daily sales decreased to $1.422 million compared to $1.450 million in the prior year quarter with one additional selling day in the first quarter of 2020 compared to the first quarter a year ago. The second half of March was noticeably affected by the COVID-19 situation. Excluding the impact of Canadian currency fluctuations, consolidated sales increased 0.2% for the quarter.
 
Reported gross profit was $48.9 million for the first quarter of 2020, which was unchanged compared to the year ago quarter. Consolidated gross profit as a percentage of sales was 53.7% for the first quarter of 2020 compared to 53.6% in the first quarter of 2019. Excluding selling related costs, the core Lawson MRO segment gross margin was 60.8% in the first quarter 2020, unchanged from a year ago quarter.

Reported selling expenses decreased to $20.0 million in the first quarter of 2020 compared to $21.7 million in the prior year quarter. Despite a slight decline in sales, reported selling expenses decreased to 22.0% from 23.8% in the first quarter of 2019 primarily due to leveraging our fixed selling expenses.

General and administrative expenses decreased $11.3 million to $10.3 million in the first quarter of 2020 compared to $21.6 million in the prior year quarter. The decrease in G&A expense compared to the prior year quarter is primarily due to an $11.1 million decrease in stock-based compensation expense, a portion of which fluctuates with our stock price. Excluding expenses related to stock-based compensation and severance, general and administrative expenses were down 1.0% from a year ago quarter.

Reported operating income in the first quarter of 2020 was $18.6 million compared to $5.5 million in the prior year quarter. Adjusted non-GAAP operating income increased approximately $1.9 million to $7.9 million in the first quarter of 2020 from $6.0 million in the prior year quarter. (See reconciliation in Table 1) For the





quarter, adjusted EBITDA was $9.5 million , an improvement of 26.8% over the prior year quarter. (See reconciliation in Table 1)

Reported net income for the first quarter of 2020 was $12.5 million , or $1.34 per diluted share compared to net income of $4.1 million , or $0.44 per diluted share, for the same period a year ago. Non-GAAP adjusted net income was $4.8 million or $0.52 per diluted share compared to $0.48 a year ago. (See reconciliation in Table 2)

At March 31, 2020, Lawson had $4.1 million of available cash and cash equivalents and $87.5 million of additional borrowing capacity under its line of credit. The Company repurchased approximately $1.8 million of its common stock under its share repurchase program.

Conference Call

Lawson Products, Inc. will conduct a conference call with investors to discuss first quarter 2020 results at 9:00 a.m. Eastern Time on April 30, 2020 . The conference call is available by direct dial at 1-877-737-7051 in the U.S. or 1-201-689-8878 from outside of the U.S. A replay of the conference call will be available approximately two hours after completion of the call through May 31, 2020. 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 57488#. A streaming audio of the call and an archived replay will also be available on the investor relations page of Lawson's website through May 31, 2020.

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 Managed Inventory 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," "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, 2019, Form 10-K filed on February 27, 2020. 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-






Lawson Products, Inc.
Condensed Consolidated Statements of Income
(Dollars in thousands, except per share data)
(Unaudited)
 
 
Three Months Ended March 31,
 
2020
 
2019
 
 
 
 
Product revenue
$
81,335

 
$
81,915

Service revenue
9,700

 
9,428

Total revenue
91,035

 
91,343

 
 
 
 
Product cost of goods sold
37,805

 
38,007

Service costs
4,309

 
4,413

Gross profit
48,921

 
48,923

 
 
 
 
Operating expenses:
 
 
 
Selling expenses
19,984

 
21,742

General and administrative expenses
10,299

 
21,637

Operating expenses
30,283

 
43,379

Operating income
18,638

 
5,544

 
 
 
 
Interest expense
(115
)
 
(197
)
Other income (expense), net
(1,111
)
 
472

 
 
 
 
Income before income taxes
17,412

 
5,819

Income tax expense
4,879

 
1,673

 
 
 
 
Net income
$
12,533

 
$
4,146

 
 
 
 
Basic income per share of common stock
$
1.39

 
$
0.46

 
 
 
 
Diluted income per share of common stock
$
1.34

 
$
0.44











Lawson Products, Inc.
Condensed Consolidated Balance Sheets
(Dollars in thousands, except share data)
 
March 31,
 
December 31,
 
2020
 
2019
ASSETS
(Unaudited)
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
4,095

 
$
5,495

Restricted cash
802

 
802

Accounts receivable, less allowance for doubtful accounts of $793 and $593, respectively
41,406

 
38,843

Inventories, net
56,182

 
55,905

Miscellaneous receivables and prepaid expenses
6,674

 
5,377

Total current assets
109,159

 
106,422

 
 
 
 
Property, plant and equipment, net
15,662

 
16,546

Deferred income taxes
18,525

 
21,711

Goodwill
19,555

 
20,923

Cash value of life insurance
13,808

 
14,969

Intangible assets, net
11,276

 
12,335

Lease assets
10,178

 
11,246

Other assets
252

 
277

Total assets
$
198,415

 
$
204,429

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
13,730

 
13,789

Lease obligation
3,825

 
3,830

Accrued expenses and other liabilities
18,960

 
39,311

Total current liabilities
36,515

 
56,930

 
 
 
 
Revolving line of credit
10,460

 
2,271

Security bonus plan
11,677

 
11,840

Lease obligation
8,331

 
9,504

Deferred compensation
5,327

 
6,370

Deferred tax liability
5,994

 
6,188

Other liabilities
3,376

 
3,325

Total liabilities
81,680

 
96,428

 
 
 
 
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 - 9,190,171 shares
Outstanding - 8,996,267 and 9,043,771 shares, respectively
9,190

 
9,190

Capital in excess of par value
18,528

 
18,077

Retained earnings
99,029

 
86,496

Treasury stock – 193,904 and 146,400 shares, respectively
(7,517
)
 
(5,761
)
Accumulated other comprehensive income (loss)
(2,495
)
 
(1
)
Total stockholders’ equity
116,735

 
108,001

Total liabilities and stockholders’ equity
$
198,415

 
$
204,429










   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 months ended March 31, 2020 and 2019. 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 Ended
 
March 31,
 
2020
 
2019
 
 
 
 
Operating income as reported per GAAP
$
18,638

 
$
5,544

 
 
 
 
Stock-based compensation  (1)
(10,700
)
 
408

 
 
 
 
Severance expense
7

 
27

 
 
 
 
Adjusted non-GAAP operating Income
7,945

 
5,979

 
 
 
 
Depreciation and amortization
1,509

 
1,478

 
 
 
 
Non-GAAP adjusted EBITDA
$
9,454

 
$
7,457


(1)    A portion of stock-based compensation expense varies with the Company's stock price








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 March 31,
 
2020
 
2019
 
Amount
 
Diluted EPS (2)
 
Amount
 
Diluted EPS  (2)
Net income, as reported per GAAP
$
12,533

 
$
1.34

 
$
4,146

 
$
0.44

Pretax adjustments:
 
 
 
 
 
 
 
Stock-based compensation
(10,700
)
 
(1.16
)
 
408

 
0.05

 
 
 
 
 
 
 
 
Severance expense
7

 
0.01
 
27

 

 
 
 
 
 
 
 
 
Pretax adjustments
(10,693
)
 
(1.15
)
 
435

 
0.05

 
 
 
 
 
 
 
 
Tax effect  (1)
2,994

 
0.33

 
(125
)
 
(0.01
)
 
 
 
 
 
 
 
 
Total adjustments, net of tax
(7,699
)
 
(0.82
)
 
310

 
0.04

 
 
 
 
 
 
 
 
Non-GAAP adjusted net income
$
4,834

 
$
0.52

 
$
4,456

 
$
0.48

(1)
Tax affected at quarterly effective tax rate of 28.0% for 2020 and 28.8% for 2019
(2)
Pretax adjustments to diluted EPS calculated on 9.334 million and 9.317 million diluted shares for 2020 and 2019, respectively








Table 3 - Historic Core Lawson Segment Sales and Sales Rep Productivity
(Dollars in Thousands)
(Unaudited)
 
Three Months Ended
 
Mar. 31 2020
 
Dec. 31 2019
 
Sep. 30 2019
 
Jun. 30 2019
 
Mar. 31 2019
 
 
 
 
 
 
 
 
 
 
Number of business days
64

 
61

 
64

 
64

 
63

 
 
 
 
 
 
 
 
 
 
Average daily net sales
$
1,265

 
$
1,279

 
$
1,295

 
$
1,316

 
$
1,297

Year over year increase (decrease)
(2.5
)%
 
1.7
 %
 
3.7
 %
 
4.4
%
 
6.9
%
Sequential quarter increase (decrease)
(1.1
)%
 
(1.2
)%
 
(1.6
)%
 
1.5
%
 
3.1
%
 
 
 
 
 
 
 
 
 
 
Average active sales rep. count (1)
998

 
1,002

 
989

 
980

 
991

Period-end active sales rep count
993

 
1,006

 
993

 
982

 
986

 
 
 
 
 
 
 
 
 
 
Sales per rep. per day
$
1.268

 
$
1.276

 
$
1.309

 
$
1.343

 
$
1.308

Year over year increase (decrease)
(3.1
)%
 
0.3
 %
 
1.3
 %
 
3.0
%
 
4.4
%
Sequential quarter increase (decrease)
(0.6
)%
 
(2.6
)%
 
(2.5
)%
 
2.8
%
 
2.8
%

(1)
Average active sales rep count represents the average of the month-ends sales representative count

Table 4 - Consolidated Quarterly Results
(Dollars in Thousands)
(Unaudited)
 
Three Months Ended
 
Mar. 31 2020
 
Dec. 31 2019
 
Sep. 30 2019
 
Jun. 30 2019
 
Mar. 31 2019
 
 
 
 
 
 
 
 
 
 
Average daily net sales
$
1,422

 
$
1,452

 
$
1,481

 
$
1,502

 
$
1,450

Year over year increase
(1.9
)%
 
2.7
 %
 
5.4
 %
 
6.3
%
 
8.2
%
Sequential quarter increase (decrease)
(2.1
)%
 
(2.0
)%
 
(1.4
)%
 
3.6
%
 
2.5
%
 
 
 
 
 
 
 
 
 
 
Net Sales
$
91,035

 
$
88,566

 
$
94,779

 
$
96,097

 
$
91,343

Gross profit
48,921

 
46,814

 
50,574

 
51,043

 
48,923

 
 
 
 
 
 
 
 
 
 
Gross profit percentage
53.7
 %
 
52.9
 %
 
53.4
 %
 
53.1
%
 
53.6
%
 
 
 
 
 
 
 
 
 
 
Selling, general & administrative expenses
$
30,283

 
$
51,361

 
$
44,128

 
$
49,420

 
$
43,379

 
 
 
 
 
 
 
 
 
 
Operating income (loss)
$
18,638

 
$
(4,547
)
 
$
6,446

 
$
1,623

 
$
5,544



Contact

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