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

 

March 2, 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 Identification No.)

of incorporation)

 

 

 

 

 

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 March 2, 2007, Lawson Products, Inc. issued a press release announcing its operating results for the year and quarter ended December 31, 2006. 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 by Lawson Products, Inc. on March 2, 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: March 5, 2007

By:

/s/ Scott Stephens

 

 


 

 

Name: Scott Stephens

 

 

Title: Chief Financial Officer

 

 

 

 

 

 

 

 

Contact: Scott F. Stephens

847-827-9666, ext. 2269

 

Lawson Products, Inc. Announces 2006 Fourth Quarter and Annual Results

 

DES PLAINES, IL, March 2, 2007 – Lawson Products, Inc. (NASDAQ: LAWS, the “Company”), an international distributor of services, systems and products to the MRO and OEM marketplaces, today announced financial results for its fourth quarter and year ended December 31, 2006.

For the full year 2006, net sales were $518.2 million, a 15.1 percent increase from $450.2 million in 2005. Operating income was $22.3 million in 2006 compared to $35.4 million in the prior year. Net income decreased 52.8 percent to $12.6 million for 2006 compared with $26.7 million for 2005. Diluted earnings per share were $1.42 in 2006, a 51.7 percent decrease from $2.94 in 2005.

Adjusted operating income for 2006 was $29.9 million, down 14.3 percent from $34.9 million in 2005. Adjusted operating income is a non-GAAP financial measure which is reconciled to reported operating income later in this release. The decline in adjusted operating income in 2006 compared to 2005 was primarily due to higher general and administrative expenses in 2006 associated with the Company’s on-going investments in marketing, technology and supply chain initiatives.

“The Company achieved record sales levels in 2006, a year that included progress on many initiatives that are important for the Company’s long-term growth,” said Robert J. Washlow, Chairman of the Board and CEO. “In 2006, we invested heavily in the future of Lawson, including the integration of Rutland Tool & Supply Co. (“Rutland”), acquired in December 2005, which resulted in the expansion of our product offering by about 80,000 stock keeping units. In addition, we broadened our efforts on several supply chain development initiatives, including the reconfiguration of our Suwannee, Georgia distribution center and the commencement of construction of a 140,000 square foot addition to our Reno, Nevada distribution center. Finally, the Company completed the purchase of almost 500,000 shares of outstanding stock in 2006,” Washlow continued.

Net sales for the fourth quarter 2006 increased 9.2 percent to $126.2 million from $115.6 million in the same quarter of 2005. Operating income was $3.2 million in the fourth quarter of 2006 compared to $6.2 million in the prior year period. Adjusted operating income was $4.9 million in fourth quarter of 2006

 


compared to $6.8 million in the comparable 2005 period. Fourth quarter 2006 results include a full quarter of the operations of Rutland, which was acquired in December 2005.

Rutland accounted for $13.1 million of net sales and $0.5 million of operating income in the fourth quarter 2006 and $4.1 million of net sales and $0.2 million of operating income in the fourth quarter of 2005. For the full year 2006, Rutland accounted for $54.8 million of net sales and $2.6 million of operating income.

Fourth quarter and full year 2006 net income results include higher effective income tax rates, reflecting the Company’s recording of additional tax expenses due to the removal of tax deductions taken in tax years 2005, 2004, and 2003 for costs incurred related to certain customer loyalty programs discontinued in January 2006. As a result of these adjustments, the Company’s fourth quarter and full year 2006 effective tax rates were 67.8 percent and 46.8 percent, respectively, compared to 48.4 percent and 41.3 percent in the comparable prior year periods.

 

About Lawson Products, Inc.

 

Lawson Products, Inc. is an international 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, 2005. 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.

 


 

LAWSON PRODUCTS, INC. AND SUBSIDIARIES

 

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

 

 

(UNAUDITED)

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 


 


 

 

(Amounts in thousands, except per share data)

2006

 

2005

 

2006

 

2005

 

 

 


 




 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$126,187

 

$115,605

 

$518,177

 

$450,185

 

 

Cost of goods sold

51,918

 

44,493

 

212,919

 

170,426

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

74,269

 

71,112

 

305,258

 

279,759

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

71,041

 

64,870

 

282,200

 

244,393

 

 

Loss on sale of equipment

---

 

---

 

806

 

---

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

Operating income (a)

3,228

 

6,242

 

22,252

 

35,366

 

 

 

 

 

 

 

 

 

 

 

 

Investment and other income

1,097

 

588

 

2,301

 

1,196

 

 

Interest expense

(150)

 

---

 

(150)

 

(7)

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before income taxes

and cumulative effect of accounting change

4,175

 

6,830

 

24,403

 

36,555

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

2,831

 

3,305

 

11,418

 

15,095

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

Before cumulative effect of accounting change

1,344

 

3,525

 

12,985

 

21,460

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations,

net of income taxes

---

 

6,059

 

(12)

 

5,278

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

Income before cumulative effect of accounting change

1,344

 

9,584

 

12,973

 

26,738

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative effect of accounting change, net of income taxes

---

 

---

 

(361)

 

---

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$1,344

 

$9,584

 

$12,612

 

$26,738

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income (loss) per share

of common stock:

 

 

 

 

 

 

 

 

 

Continuing operations before

cumulative effect of accounting change

$0.16

 

$0.39

 

$1.46

 

$2.36

 

 

Discontinued operations

---

 

0.67

 

---

 

0.58

 

 

Cumulative effect of accounting change

---

 

---

 

(0.04)

 

---

 

 

 

$0.16

 

$1.07

 

$1.42

 

$2.94

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

Diluted income (loss) per share

of common stock:

 

 

 

 

 

 

 

 

 

Continuing operations before

cumulative effect of accounting change

$0.16

 

$0.39

 

$1.46

 

$2.36

 

 

Discontinued operations

---

 

0.67 

 

--- 

 

0.58

 

 

Cumulative effect of accounting change

---

 

---

 

(0.04)

 

---

 

 

 

$0.16

 

$1.06

 

$1.42

 

$2.94

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share of common stock

$0.20

 

$0.20

 

$0.80

 

$0.80

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

8,635

 

8,987

 

8,878

 

9,082

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

8,638

 

9,001

 

8,880

 

9,099

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of GAAP to Adjusted Non-GAAP Operating Income:

 

 

 

 

 

 

 

 

 

(a) Operating income as reported

$3,228

 

$6,242

 

$22,252

 

$35,366

 

 

Expenses (income) for change in value of stock performance rights

523

 

568

 

2,482

 

(431)

 

 

Expenses for Federal investigation

672

 

---

 

3,225

 

---

 

 

Loss on sale of equipment

---

 

---

 

806

 

---

 

 

Severance costs

521

 

---

 

1,128

 

---

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

Adjusted non-GAAP operating income

$4,944

 

$6,810

 

$29,893

 

$34,935

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

The Company believes that the adjusted non-GAAP operating income comparison above helps investors compare current operating results to prior periods.

 

 

 

 

 

 

 


 

  

LAWSON PRODUCTS, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(UNAUDITED)

 

 

 

 

 

 

December 31,

 

December 31,

(Amounts in thousands)

2006

 

2005

 


 


 

 

 

 

 

 

 

 

ASSETS

 

 

 

Current Assets:

 

 

 

Cash and cash equivalents

$4,179

 

$15,467

Accounts receivable, less allowance for doubtful accounts

60,614

 

60,102

Inventories

90,752

 

79,125

Other current assets

9,022

 

11,870

Discontinued current assets

630

 

1,462

 


 


 

 

 

 

Total Current Assets

165,197

 

168,026

 

 

 

 

Property, plant and equipment, less

 

 

 

allowances for depreciation and amortization

42,664

 

45,662

Deferred income taxes

20,341

 

18,212

Goodwill, less accumulated amortization

27,999

 

27,999

Other assets

22,679

 

19,322

Discontinued non-current assets

3

 

3

 


 


 

 

 

 

Total Assets

$278,883

 

$279,224

 


 


 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

Current Liabilities:

 

 

 

Accounts payable

$14,350

 

$9,380

Accrued expenses and other liabilities

47,440

 

41,495

Income taxes

772

 

---

Discontinued current liabilities

865

 

1,668

 


 


 

 

 

 

Total Current Liabilities

63,427

 

52,543

 

 

 

 

 

 

 

 

Accrued liability under security bonus plans

25,522

 

23,866

Other

19,617

 

17,390

 


 


 

 

 

 

 

45,139

 

41,256

 

 

 

 

 

 

 

 

Total Stockholders' Equity

170,317

 

185,425

 


 


 

 

 

 

Total Liabilities and Stockholders' Equity

$278,883

 

$279,224