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 June 30, 2007
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, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated Filer þ Non-accelerated filer o
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 July
31, 2007 was 8,522,001.
TABLE OF CONTENTS
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 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, 2006.
The Company undertakes no obligation to update any such factor or to publicly announce the
results of any revisions to any forward-looking statements contained herein whether as a result of
new information, future events or otherwise.
2
PART I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
LAWSON PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
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June 30, |
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December 31, |
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(in thousands, except share data) |
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2007 |
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2006 |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
1,861 |
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$ |
3,391 |
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Accounts receivable, less allowance for doubtful accounts |
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60,644 |
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60,411 |
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Inventories |
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90,457 |
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90,272 |
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Miscellaneous receivables and prepaid expenses |
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7,743 |
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5,529 |
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Deferred income taxes |
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3,200 |
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3,538 |
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Discontinued current assets |
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1,750 |
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2,056 |
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Total Current Assets |
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165,655 |
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165,197 |
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Property, plant and equipment, less
allowances for depreciation and amortization |
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49,339 |
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42,664 |
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Deferred income taxes |
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22,979 |
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20,341 |
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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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24,854 |
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22,679 |
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Discontinued non-current assets |
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3 |
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3 |
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Total Assets |
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$ |
290,829 |
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$ |
278,883 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current Liabilities: |
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Revolving line of credit |
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$ |
16,000 |
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$ |
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Accounts payable |
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13,829 |
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14,055 |
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Accrued expenses and other liabilities |
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41,617 |
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46,746 |
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Income taxes |
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|
855 |
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Discontinued current liabilities |
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1,720 |
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1,770 |
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Total Current Liabilities |
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73,166 |
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63,426 |
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Accrued liability under security bonus plans |
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26,478 |
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25,522 |
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Other |
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20,787 |
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19,618 |
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47,265 |
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45,140 |
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Stockholders Equity: |
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Preferred Stock, $1 par value: |
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Authorized - 500,000 shares
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Issued and outstanding None |
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Common Stock, $1 par value: |
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Authorized - 35,000,000 shares
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Issued and outstanding-(2007-8,522,001
shares; 2006-8,521,001 shares) |
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8,522 |
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8,521 |
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Capital in excess of par value |
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4,774 |
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4,749 |
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Retained earnings |
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157,607 |
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158,008 |
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Accumulated other comprehensive loss |
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(505 |
) |
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(961 |
) |
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Total Stockholders Equity |
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170,398 |
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170,317 |
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Total Liabilities and Stockholders Equity |
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$ |
290,829 |
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$ |
278,883 |
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See notes to condensed consolidated financial statements.
3
LAWSON PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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(in thousands, except per share data) |
|
2007 |
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2006 |
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2007 |
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2006 |
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Net sales |
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$ |
129,178 |
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$ |
129,226 |
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$ |
258,847 |
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$ |
259,392 |
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Cost of goods sold |
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52,481 |
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52,401 |
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106,323 |
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106,188 |
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Gross profit |
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76,697 |
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76,825 |
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152,524 |
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153,204 |
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Operating expenses: |
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Selling, general and administrative expenses |
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71,449 |
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70,912 |
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137,689 |
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138,880 |
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Severance and other charges |
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5,470 |
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6,912 |
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Loss on sale of equipment |
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|
806 |
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806 |
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Operating income (loss) |
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|
(222 |
) |
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|
5,107 |
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7,923 |
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|
13,518 |
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Investment and other income |
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|
293 |
|
|
|
387 |
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|
395 |
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|
941 |
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Interest expense |
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(286 |
) |
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(367 |
) |
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Income (loss) from continuing operations
before income taxes and cumulative effect of
accounting change |
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(215 |
) |
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|
5,494 |
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7,951 |
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14,459 |
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Provision (benefit) for income taxes |
|
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(195 |
) |
|
|
2,273 |
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|
3,245 |
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5,819 |
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Income (loss) from continuing operations
before cumulative effect of accounting change |
|
|
(20 |
) |
|
|
3,221 |
|
|
|
4,706 |
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|
8,640 |
|
|
|
|
|
|
|
|
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|
|
|
|
|
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Loss from discontinued operations, net of
income taxes |
|
|
(329 |
) |
|
|
(16 |
) |
|
|
(485 |
) |
|
|
(86 |
) |
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|
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Income (loss) before cumulative effect of
accounting change |
|
|
(349 |
) |
|
|
3,205 |
|
|
|
4,221 |
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|
8,554 |
|
|
|
|
|
|
|
|
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|
|
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|
|
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Cumulative effect of accounting change, net
of income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(361 |
) |
|
|
|
|
|
|
|
|
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Net income (loss) |
|
$ |
(349 |
) |
|
$ |
3,205 |
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|
$ |
4,221 |
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|
$ |
8,193 |
|
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|
|
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Basic income (loss) per share of common stock: |
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|
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|
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|
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Continuing operations before cumulative
effect of accounting change |
|
$ |
(0.00 |
) |
|
$ |
0.36 |
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|
$ |
0.55 |
|
|
$ |
0.96 |
|
Discontinued operations |
|
|
(0.04 |
) |
|
|
(0.00 |
) |
|
|
(0.06 |
) |
|
|
(0.01 |
) |
Cumulative effect of accounting change |
|
|
|
|
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|
|
|
|
|
|
|
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(0.04 |
) |
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|
|
|
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|
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|
|
|
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|
$ |
(0.04 |
) |
|
$ |
0.36 |
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|
$ |
0.50 |
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|
$ |
0.91 |
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Diluted income (loss) per share of common stock: |
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|
|
|
|
|
|
|
|
|
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|
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Continuing operations before cumulative effect of accounting change |
|
$ |
(0.00 |
) |
|
$ |
0.36 |
|
|
$ |
0.55 |
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|
$ |
0.96 |
|
4
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Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
(in thousands, except per share data) |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Discontinued operations |
|
|
(0.04 |
) |
|
|
(0.00 |
) |
|
|
(0.06 |
) |
|
|
(0.01 |
) |
Cumulative effect of accounting change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.04 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.04 |
) |
|
$ |
0.36 |
|
|
$ |
0.50 |
|
|
$ |
0.91 |
|
|
|
|
|
|
|
|
|
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|
|
|
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Cash dividends declared per share of common stock |
|
$ |
0.20 |
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$ |
0.20 |
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$ |
0.40 |
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$ |
0.40 |
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Weighted average shares outstanding: |
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|
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|
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Basic |
|
|
8,521 |
|
|
|
8,989 |
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|
|
8,521 |
|
|
|
8,982 |
|
|
|
|
|
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|
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|
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Diluted |
|
|
8,521 |
|
|
|
8,995 |
|
|
|
8,523 |
|
|
|
8,989 |
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|
|
|
|
|
|
|
|
|
|
|
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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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Six Months Ended |
|
|
|
June 30, |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
Operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
4,221 |
|
|
$ |
8,193 |
|
Adjustments to reconcile net income to
net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
3,890 |
|
|
|
4,055 |
|
Changes in operating assets and liabilities |
|
|
(12,705 |
) |
|
|
(13,732 |
) |
Other |
|
|
988 |
|
|
|
802 |
|
|
|
|
|
|
|
|
Net Cash Used for Operating Activities |
|
|
(3,606 |
) |
|
|
(682 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
|
(10,440 |
) |
|
|
(2,268 |
) |
Other |
|
|
|
|
|
|
356 |
|
|
|
|
|
|
|
|
Net Cash Used for Investing Activities |
|
|
(10,440 |
) |
|
|
(1,912 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
Proceeds from revolving line of credit |
|
|
70,000 |
|
|
|
|
|
Payments on revolving line of credit |
|
|
(54,000 |
) |
|
|
|
|
Dividends paid |
|
|
(3,409 |
) |
|
|
(3,590 |
) |
Other |
|
|
27 |
|
|
|
676 |
|
|
|
|
|
|
|
|
Net Cash provided by (Used for) Financing Activities |
|
|
12,618 |
|
|
|
(2,914 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in Cash and Cash Equivalents |
|
|
(1,428 |
) |
|
|
(5,508 |
) |
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at Beginning of Period |
|
|
4,320 |
(a) |
|
|
16,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at End of Period |
|
|
2,892 |
|
|
|
10,789 |
|
Cash Held by Discontinued Operations |
|
|
(1,031 |
) |
|
|
(1,320 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents Held by Continuing Operations
at End of Period |
|
$ |
1,861 |
|
|
$ |
9,469 |
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Includes $929 of cash and cash equivalents from
discontinued operations |
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
As contemplated by the Securities and Exchange Commission, the accompanying consolidated
financial statements and footnotes have been condensed and, therefore, 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,
2006. The Condensed Consolidated Balance Sheets as of June 30,
2007 and December 31, 2006, the
Condensed Consolidated Statements of Income for the three-month and six-month periods ended June
30, 2007 and 2006 and the Condensed Consolidated Statements of Cash Flows for the six month periods
ended June 30, 2007 and 2006 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 and six
month periods ended June 30, 2007 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2007.
FIN 48 We account for uncertain tax positions in accordance with FASB Interpretation No. 48
Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 (FIN 48).
The application of income tax law is inherently complex. Laws and regulations in this area are
voluminous and are often ambiguous. As such, we are required to make many subjective assumptions
and judgments regarding our income tax exposures. Interpretations of and guidance surrounding
income tax laws and regulations change over time. As such, changes in our subjective assumptions
and judgments can materially affect amounts recognized in the consolidated balance sheets and
statements of income. See Note J Income Taxes 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 six
months ended June 30, 2007, except as noted above related to FIN 48, as compared to the significant
accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December
31, 2006.
Certain prior year amounts have been reclassified to conform to current year
presentation.
Note B Comprehensive Income (Loss)
Comprehensive income was $48 and $3,541 for the second quarters of 2007 and 2006,
respectively. Comprehensive income includes foreign currency translation adjustments, net of
related income tax of $397 and $336 for the three-month periods ended June 30, 2007 and 2006,
respectively.
For the six-month periods ended June 30, 2007 and 2006, comprehensive income was $4,677 and
$8,245, respectively. Comprehensive income includes foreign currency translation adjustments, net
of related income tax of $456 and $52 for the six months ended June 30, 2007 and 2006,
respectively.
Accumulated comprehensive income consists only of foreign currency translation adjustments,
net of related income tax.
7
Note C Earnings Per Share
The calculation of dilutive weighted average shares outstanding for the three and six months
ended June 30, 2007 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30 |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
Basic weighted average shares outstanding |
|
|
8,521 |
|
|
|
8,989 |
|
Dilutive impact of options outstanding |
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
Dilutive weighted average shares outstanding |
|
|
8,521 |
|
|
|
8,995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30 |
|
|
|
2007 |
|
|
2006 |
|
Basic weighted average shares outstanding |
|
|
8,521 |
|
|
|
8,982 |
|
Dilutive impact of options outstanding |
|
|
2 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
Dilutive weighted average shares outstanding |
|
|
8,523 |
|
|
|
8,989 |
|
|
|
|
|
|
|
|
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 June 30, 2007,
the effective rate was 6.07 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 June 30, 2007. The Company had $16 million of borrowings under
the line at June 30, 2007.
On June 21, 2007, the fixed charge covenant required under the line of credit agreement was
amended in order to accommodate the Companys capital improvements for its Reno, Nevada facility.
8
Note E Reserve for Severance
The table below presents the changes in the Companys reserves for severance and related
payments, included in accrued expenses and other liabilities,
for the first six months ended June 30, 2007 and 2006:
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
Balance at beginning of year |
|
$ |
962 |
|
|
$ |
216 |
|
Charged to earnings |
|
|
5,749 |
|
|
|
|
|
Cash paid |
|
|
(1,367 |
) |
|
|
(63 |
) |
Adjustment to reserves |
|
|
(120 |
) |
|
|
(28 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30 |
|
$ |
5,224 |
|
|
$ |
125 |
|
|
|
|
|
|
|
|
The $5,749 severance charge to earnings in 2007 consists of $5,470 related to contractual
payments for several executives who have retired or have announced their retirement during the
first six months of 2007 and $279 related to operational efficiency improvement initiatives
implemented in 2007 that resulted in employee severance. For the six months ended June 30, 2007
severance and other charges of $6,912 on the condensed consolidated statement of income includes
$5,470 of severance charges and $1,442 of compensation expense related to the retirement of Mr.
Jeffrey Belford, the Companys former President and Chief Operating Officer.
Note F Intangible Assets
Intangible assets subject to amortization, included within other assets, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 |
|
|
|
Gross |
|
|
Accumulated |
|
|
Net Carrying |
|
(in thousands) |
|
Balance |
|
|
Amortization |
|
|
Amount |
|
Trademarks and tradenames |
|
$ |
1,400 |
|
|
$ |
712 |
|
|
$ |
688 |
|
Non-compete covenant |
|
|
1,000 |
|
|
|
300 |
|
|
|
700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,400 |
|
|
$ |
1,012 |
|
|
$ |
1,388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
|
Gross |
|
|
Accumulated |
|
|
Net Carrying |
|
|
|
Balance |
|
|
Amortization |
|
|
Amount |
|
Trademarks and tradenames |
|
$ |
1,400 |
|
|
$ |
687 |
|
|
$ |
713 |
|
Non-compete covenant |
|
|
1,000 |
|
|
|
200 |
|
|
|
800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,400 |
|
|
$ |
887 |
|
|
$ |
1,513 |
|
|
|
|
|
|
|
|
|
|
|
9
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 for intangible assets is expected to be $250 per year for each of the next four years and
$50 per year thereafter until the trademarks and tradenames are fully amortized.
Note G Stock-Based Compensation
The Incentive Stock Plan (Plan) provides for the issuance of incentive compensation to
non-employee directors, officers and key employees in the form of stock options, stock performance
rights (SPRs) and stock awards. As of December 31, 2006, 457,885 shares of common stock were
available for issuance under the Plan.
Stock Performance Rights
SPRs vest at 20% to 33% 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 value
of SPRs outstanding at June 30, 2007 was $13.69 per SPR with the following assumptions:
|
|
|
|
|
|
|
June 30, 2007 |
|
Expected volatility |
|
36.60% to 41.90 |
% |
Risk-free interest rate |
|
4.87% to 4.94 |
% |
Expected term (in years) |
|
|
1.7 to 5.9 |
|
Expected dividend yield |
|
|
2.07 |
% |
In the second quarter 2007, compensation expense of $0.5 million was recorded for outstanding SPRs.
The following is a summary of the activity in the Companys stock performance rights during
the three and six month periods ended June 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
Average SPR |
|
|
|
|
Exercise Price |
|
# of SPRs |
Outstanding December 31, 2006 (1) |
|
$ |
33.31 |
|
|
|
179,500 |
|
Exercised |
|
|
27.08 |
|
|
|
(500 |
) |
|
|
|
|
|
|
|
|
|
Outstanding March 31, 2007 (2) |
|
$ |
33.33 |
|
|
|
179,000 |
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
36.71 |
|
|
|
40,000 |
|
Exercised |
|
|
26.93 |
|
|
|
(1,950 |
) |
|
|
|
|
|
|
|
|
|
Outstanding June 30, 2007(3) |
|
$ |
34.01 |
|
|
|
217,050 |
|
|
|
|
(1) |
|
Includes 113,500 SPRs vested and exercisable at December 31, 2006
at a weighted average exercise price of $28.88 per SPR. |
|
(2) |
|
Includes 113,000 SPRs vested and exercisable at March 31, 2007 at
a weighted average exercise price of $28.89 per SPR. |
|
(3) |
|
Includes 133,317 SPRs vested and exercisable at June 30, 2007 at
a weighted average exercise price of $31.21 per SPR. |
10
The aggregate intrinsic value of SPRs outstanding as of June 30, 2007 is $1.3 million.
As of June 30, 2007, there was $0.5 million of unrecognized compensation cost related to
non-vested SPRs, which will be recognized over a weighted average period of 1.6 years.
As stock-based compensation expense recognized in the Condensed Consolidated Statements of
Income for the three and six month periods ended June 30, 2007 and 2006 is based on awards granted
and ultimately expected to vest, the amounts calculated include a reduction 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.
Stock Options
The following is a summary of the activity in the Companys stock options during the three and
six month periods ended June 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
Average Option |
|
|
|
|
Exercise Price |
|
# of Options |
Outstanding December 31, 2006 |
|
$ |
23.72 |
|
|
|
6,000 |
|
Granted |
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
Forfeited/expired/cancelled |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding March 31, 2007 |
|
$ |
23.72 |
|
|
|
6,000 |
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
Exercised |
|
|
26.75 |
|
|
|
1,000 |
|
Forfeited/expired/cancelled |
|
|
|
|
|
|
|
|
Outstanding June 30, 2007 |
|
$ |
23.11 |
|
|
|
5,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
Average |
|
|
Exercisable options at: |
|
Price |
|
Option Shares |
December 31, 2006 |
|
$ |
23.72 |
|
|
|
6,000 |
|
June 30, 2007 |
|
$ |
23.11 |
|
|
|
5,000 |
|
The aggregate intrinsic value for options outstanding and exercisable at June 30, 2007 is $0.1
million.
As of June 30, 2007, 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) |
|
|
2.9 |
|
|
|
2.1 |
|
Options exercisable: |
|
|
3,000 |
|
|
|
2,000 |
|
Weighted average exercise price |
|
$ |
23.56 |
|
|
$ |
22.44 |
|
As of December 31, 2006, all outstanding stock options were fully vested and therefore, there
is no remaining unrecognized compensation expense as of June 30, 2007.
Note H Loss on Sale of Equipment
In the second quarter of 2006, the Company incurred a loss of $0.8 million ($0.5 million, net
of tax) on the sale of equipment related to the Companys decision to outsource the manufacturing
of a product line in the Companys OEM business. Net book value for the disposed equipment was $1.0
million.
11
Note I Segment Reporting
The Company has two reportable segments: Maintenance, Repair and Replacement distribution in
North America (MRO), and Original Equipment Manufacturer distribution and manufacturing in North
America (OEM).
The Companys MRO distribution segment distributes 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 MRO segment includes Rutland Tool and Supply Co. (Rutland)
acquired by the Company in December 2005.
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 Companys reportable segments are distinguished by the nature of products, types of
customers, and manner of servicing customers. The Company evaluates performance and allocates
resources to reportable segments primarily based on operating income.
Financial information for the Companys reportable segments consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
June 30 |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
Net sales |
|
|
|
|
|
|
|
|
MRO |
|
$ |
108,875 |
|
|
$ |
108,058 |
|
OEM |
|
|
20,303 |
|
|
|
21,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated total |
|
$ |
129,178 |
|
|
$ |
129,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
|
|
|
|
|
|
MRO |
|
$ |
(1,075 |
) |
|
$ |
4,471 |
|
OEM |
|
|
853 |
|
|
|
636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated total |
|
$ |
(222 |
) |
|
$ |
5,107 |
|
|
|
|
|
|
|
|
12
The reconciliation of segment profit to consolidated income (loss) from continuing
operations before income taxes and cumulative effect of accounting change consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
June 30 |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
Total operating income (loss)
from continuing operations from
reportable segments |
|
$ |
(222 |
) |
|
$ |
5,107 |
|
Investment and other income |
|
|
293 |
|
|
|
387 |
|
Interest expense |
|
|
(286 |
) |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations before
income taxes and cumulative
effect of accounting change |
|
$ |
(215 |
) |
|
$ |
5,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30 |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
Net sales |
|
|
|
|
|
|
|
|
MRO |
|
$ |
215,161 |
|
|
$ |
216,306 |
|
OEM |
|
|
43,686 |
|
|
|
43,086 |
|
|
|
|
|
|
|
|
Consolidated total |
|
$ |
258,847 |
|
|
$ |
259,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
|
|
|
|
|
|
MRO |
|
$ |
5,198 |
|
|
$ |
11,323 |
|
OEM |
|
|
2,725 |
|
|
|
2,195 |
|
|
|
|
|
|
|
|
Consolidated total |
|
$ |
7,923 |
|
|
$ |
13,518 |
|
|
|
|
|
|
|
|
13
The reconciliation of segment profit to consolidated income from continuing operations
before income taxes and cumulative effect of accounting change consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30 |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
Total operating income from
continuing operations from reportable
segments |
|
$ |
7,923 |
|
|
$ |
13,518 |
|
Investment and other income |
|
|
395 |
|
|
|
941 |
|
Interest expense |
|
|
(367 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations before income taxes and
cumulative effect of accounting
change |
|
$ |
7,951 |
|
|
$ |
14,459 |
|
|
|
|
|
|
|
|
Asset information for continuing operations related to the Companys reportable segments
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
Total assets |
|
|
|
|
|
|
|
|
MRO |
|
$ |
213,253 |
|
|
$ |
203,126 |
|
OEM |
|
|
49,644 |
|
|
|
49,819 |
|
|
|
|
|
|
|
|
Total for reportable segments |
|
|
262,897 |
|
|
|
252,945 |
|
Corporate |
|
|
26,179 |
|
|
|
23,879 |
|
|
|
|
|
|
|
|
Consolidated total |
|
$ |
289,076 |
|
|
$ |
276,824 |
|
|
|
|
|
|
|
|
At June 30, 2007 and December 31, 2006, the carrying value of goodwill within each reportable
segment was as follows:
|
|
|
|
|
MRO |
|
$ |
25,748 |
|
OEM |
|
|
2,251 |
|
|
|
|
|
Consolidated total |
|
$ |
27,999 |
|
|
|
|
|
14
Note J Income Taxes
The Company adopted the provisions of FASB Interpretation 48, Accounting for Uncertainty in
Income Taxes (FIN 48), on January 1, 2007. Previously, the Company had accounted for tax
contingencies in accordance with Statement of Financial Accounting Standards (Statement) No. 5,
Accounting for Contingencies. As required by FIN 48, which
clarifies Statement No. 109, Accounting
for Income Taxes, the Company currently recognizes the financial statement benefit of a tax
position only after determining that the relevant tax authority would more-likely-than-not sustain
the position following an audit. For tax positions meeting the more-likely-than-not threshold, the
amount recognized in the financial statements is the largest benefit that has a greater than 50
percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At
the adoption date, the Company applied FIN 48 to all tax positions for which the statute of
limitations remained open.
As a result of the implementation of FIN 48, the Company recognized an increase of
approximately $1,200 in the liability for unrecognized tax benefits, which was accounted for as a
reduction to the January 1, 2007, balance of retained earnings. At January 1, 2007, the Company
recorded interest payable of approximately $675.
The Companys federal returns for the tax years 2004 through 2006 remain open to examination.
In addition, the years 2000 through 2002 remain open to the extent of a refund claim. Generally,
the tax years 2002 through 2006 remain open to examination by major state taxing jurisdictions.
Finally, the major foreign jurisdictions in which the Company files income tax returns are Canada
and Mexico. Generally, the tax years 2001 through 2006 remain open for Mexico and 2002 through 2006
for Canada.
There have been no material changes in the amounts of our unrecognized tax benefits or
interest and penalties related to uncertain tax positions since we adopted FIN 48.
Note K Discontinued Operations
As previously announced, during the fourth quarter of fiscal 2006, the Company decided to
discontinue its Lawson de Mexico operations. In December 2006, the Company recorded a $50 charge
for inventory write-down, an impairment charge of $14 for various assets and a $40 charge related
to lease termination costs.
During the second quarter of 2007, the Company stopped taking orders from all of its
customers and has no significant continuing involvement in the operations of Lawson de Mexico,
thereby meeting the criteria for classification of discontinued operations in accordance with
Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Asset and Emerging
Issues Task Force Issue No. 03-13, Applying the Conditions in Paragraph 42 of FASB Statement No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets, in Determining Whether to
Report Discontinued Operations. In accordance with Statement No. 144, the net assets and results
of operations of Lawson de Mexico are presented as discontinued operations. The net assets at June
30, 2007 and December 31, 2006 for the discontinued operations are included within the OEM
segment.
The results of Lawson de Mexico discontinued operations for the three and six months
ended June 30, 2007 and 2006 are summarized as follows:
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Revenue |
|
$ |
0.9 |
|
|
$ |
1.8 |
|
|
$ |
2.4 |
|
|
$ |
3.5 |
|
Loss before income taxes |
|
|
(0.3 |
) |
|
|
0.0 |
|
|
|
(0.5 |
) |
|
|
(0.1 |
) |
Income tax |
|
|
(0.0 |
) |
|
|
0.0 |
|
|
|
(0.0 |
) |
|
|
(0.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
$ |
(0.3 |
) |
|
$ |
0.0 |
|
|
$ |
(0.5 |
) |
|
$ |
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2007 and December 31, 2006, the major components of assets and liabilities of the
Lawson de Mexico discontinued operations were as follows:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
Current assets |
|
$ |
0.6 |
|
|
$ |
1.4 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
0.6 |
|
|
$ |
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
0.8 |
|
|
$ |
0.9 |
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
0.8 |
|
|
$ |
0.9 |
|
|
|
|
|
|
|
|
Operating cash flows generated from the discontinued operations were immaterial to
the Company and, therefore, are not disclosed separately.
As previously disclosed, the Company discontinued its former UK subsidiary in 2005. The
remaining assets and liabilities continue to be reported as discontinued operations on the
condensed consolidated balance sheets at June 30, 2007 and December 31, 2006 and include $1.2
million and $0.7 million of assets, respectively, and $0.9 million and $0.9 million of liabilities,
respectively.
Note L 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. 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.
16
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 June 30, 2007 and the related condensed consolidated statements of income for
the three and six month periods ended June 30, 2007 and 2006 and the condensed consolidated
statements of cash flows for the six-month periods ended June 30, 2007 and 2006. 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
auditing 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 interim 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, 2006, 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 9, 2007, we expressed an unqualified opinion on those consolidated financial
statements. As discussed in Note K to the condensed consolidated
financial statements, Lawson Products, Inc. and subsidiaries began reporting Lawson de
Mexico, a subsidiary, as a discontinued operation resulting in a revision to the December 31, 2006
consolidated balance sheet. We have not audited the revised balance sheet reflecting the reporting
of discontinued operations.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
August 1, 2007
17
Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
Quarter ended June 30, 2007 compared to Quarter ended June 30, 2006
The following table presents a summary of the Companys financial performance for the second
quarter of 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
% of |
|
(in thousands) |
|
2007 |
|
|
Net Sales |
|
|
2006 |
|
|
Net Sales |
|
Net sales |
|
$ |
129,178 |
|
|
|
100.0 |
|
|
$ |
129,226 |
|
|
|
100.0 |
|
Cost of goods sold |
|
|
52,481 |
|
|
|
40.6 |
|
|
|
52,401 |
|
|
|
40.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
76,697 |
|
|
|
59.4 |
|
|
|
76,825 |
|
|
|
59.5 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
71,449 |
|
|
|
55.3 |
|
|
|
70,912 |
|
|
|
54.9 |
|
Severance and other charges |
|
|
5,470 |
|
|
|
4.2 |
|
|
|
|
|
|
|
|
|
Loss on sale of equipment |
|
|
|
|
|
|
|
|
|
|
806 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
(222 |
) |
|
|
(0.2 |
) |
|
|
5,107 |
|
|
|
4.0 |
|
Other, net |
|
|
7 |
|
|
|
0.0 |
|
|
|
387 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before
income taxes |
|
|
(215 |
) |
|
|
(0.2 |
) |
|
|
5,494 |
|
|
|
4.3 |
|
Income tax expense |
|
|
(195 |
) |
|
|
(0.2 |
) |
|
|
2,273 |
|
|
|
1.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
(20 |
) |
|
|
(0.0 |
) |
|
|
3,221 |
|
|
|
2.5 |
|
Loss from discontinued operations, net of income taxes |
|
|
(329 |
) |
|
|
(0.3 |
) |
|
|
(16 |
) |
|
|
(0.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(349 |
) |
|
|
(0.3 |
) |
|
$ |
3,205 |
|
|
|
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales and Gross Profit
Consolidated net sales for the three-month period ended June 30, 2007 remained relatively flat
compared to the same period of 2006.
The following table presents the Companys net sales results for its MRO and OEM businesses
for the second quarter of 2007 and 2006:
|
|
|
|
|
|
|
|
|
(in millions) |
|
2007 |
|
|
2006 |
|
MRO |
|
$ |
108.9 |
|
|
$ |
108.1 |
|
OEM |
|
|
20.3 |
|
|
|
21.1 |
|
|
|
|
|
|
|
|
Net sales |
|
$ |
129.2 |
|
|
$ |
129.2 |
|
|
|
|
|
|
|
|
18
Maintenance, Repair and Operations distribution (MRO) net sales increased $0.8 million
in the second quarter of 2007, to $108.9 million from $108.1 million in the prior year period.
Sales increased in the U.S. and Canada by approximately $0.5 million and $0.3 million for the
quarter, respectively.
Original Equipment Manufacturer (OEM) net sales decreased $0.8 million in the second quarter
of 2007, from $21.1 million in 2006 to $20.3 million. Sales in the U.S. were lower due to the
cancellation of some customer contracts.
Gross profit margins for the quarters ended June 30, 2007 and 2006 were comparable at 59.4%
and 59.5%, respectively.
Operating Expenses and Operating Income
Selling, General and Administrative Expenses (SG&A)
SG&A expenses were $71.4 million and $70.9 million for the quarters ended June 30, 2007 and 2006,
respectively. The Company incurred expenses of $2.7 million in the quarter ended June 30, 2007,
which represents a $1.7 million increase compared to $1.0 million in the prior year period in
connection with the ongoing investigation by the U.S. Attorneys office for the Northern District
of Illinois (see Note L Legal Proceedings for more information). This investigation is ongoing
and the Company expects to incur legal and other costs throughout the remainder of 2007 related to
this matter. A provision of $0.7 million related to a judgment against the Company in conjunction
with a commercial dispute with a former consultant to the Company was recognized during the second
quarter of 2007 and also contributed to the $0.5 million overall increase in SG&A as compared to
the prior year period. In May 2007, a judgment in the amount of $1.4 million was entered against
the Company in the Circuit Court of Cook County, Illinois related to the commercial dispute
mentioned above.
The expenses mentioned above were partially offset by lower expenses associated with the
Companys long-term performance based incentive plans of $0.8 million and lower variable selling
expenses of $0.3 million.
Severance and Other Charges
The Company recorded $5.5 million of expense in the second quarter of 2007 related
contractual severance costs for several executives who retired or announced their retirement
Loss on Sale of equipment
In the second quarter of 2006, the Company incurred a loss of $0.8 million ($0.5 million, net
of tax) on the sale equipment of related to the Companys decision to outsource the manufacturing
of a product line in the Companys OEM business. Net book value for the equipment totaled $1.0
million
Operating
Income (Loss)
Operating
income (loss) for the three-month period ended June 30, 2007 decreased to $(0.2) million,
from $5.1 million in the comparable period of 2006. This $5.3 million decrease in operating income
is principally attributable to higher operating expenses, principally the severance and other charges as
discussed above.
19
Investment and Other Income
The following table presents investment and other income for the quarters ended June 30, 2007
and 2006:
|
|
|
|
|
|
|
|
|
(in millions) |
|
2007 |
|
|
2006 |
|
Realized foreign exchange gains |
|
$ |
0.1 |
|
|
$ |
0.2 |
|
Interest and other |
|
|
0.2 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
$ |
0.3 |
|
|
$ |
0.4 |
|
|
|
|
|
|
|
|
Provision for Income Taxes
Due to a pre-tax loss of $0.2 million, there was a tax benefit of $0.2 million,
resulting in a temporary effective tax rate of 91% for the three months ended June 30, 2007. The
effective tax rate for the three month ended June 30, 2006 was 41.4%. The Companys state tax rate
estimate fluctuates based on the income tax rates in the various jurisdictions in which the Company
operates, and based on the level of profits in those jurisdictions.
Income from Continuing Operations before Cumulative Effect of Accounting Change
Income from continuing operations before cumulative effect of accounting change for the second
quarter of 2007 decreased to $(20) thousand (zero per diluted
share), compared to $3.2 million
($0.36 per diluted share) in the comparable period of 2006. The $3.2 million decrease is the result
of lower operating income in the second quarter 2007 as discussed above, principally due to the
severance charges discussed above.
Loss from Discontinued Operations
Discontinued operations reflect the results of operations of Lawson de Mexico, net of income
taxes. See Note K in the Notes to Condensed Consolidated Financial Statements for information
on the Companys discontinued operations.
20
Six Months ended June 30, 2007 compared to Six Months ended June 30, 2006
The following table presents a summary of the Companys financial performance for the first six
months of 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
% of |
|
(in thousands) |
|
2007 |
|
|
Net Sales |
|
|
2006 |
|
|
Net Sales |
|
Net sales |
|
$ |
258,847 |
|
|
|
100.0 |
|
|
$ |
259,392 |
|
|
|
100.0 |
|
Cost of goods sold |
|
|
106,323 |
|
|
|
41.1 |
|
|
|
106,188 |
|
|
|
40.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
152,524 |
|
|
|
58.9 |
|
|
|
153,204 |
|
|
|
59.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
137,689 |
|
|
|
53.2 |
|
|
|
138,880 |
|
|
|
53.5 |
|
Severance and other charges |
|
|
6,912 |
|
|
|
2.7 |
|
|
|
|
|
|
|
|
|
Loss on sale of equipment |
|
|
|
|
|
|
|
|
|
|
806 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
7,923 |
|
|
|
3.1 |
|
|
|
13,518 |
|
|
|
5.2 |
|
Other, net |
|
|
28 |
|
|
|
0.0 |
|
|
|
941 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income
taxes and cumulative effect of accounting change |
|
|
7,951 |
|
|
|
3.1 |
|
|
|
14,459 |
|
|
|
5.6 |
|
Income tax expense |
|
|
3,245 |
|
|
|
1.3 |
|
|
|
5,819 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
before cumulative effect of accounting change |
|
|
4,706 |
|
|
|
1.8 |
|
|
|
8,640 |
|
|
|
3.3 |
|
Loss from discontinued operations, net of income taxes |
|
|
(485 |
) |
|
|
(0.2 |
) |
|
|
(86 |
) |
|
|
(0.0 |
) |
Income before cumulative effect of accounting
change |
|
|
4,221 |
|
|
|
1.6 |
|
|
|
8,554 |
|
|
|
3.3 |
|
Cumulative effect of accounting change |
|
|
|
|
|
|
|
|
|
|
(361 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
4,221 |
|
|
|
1.6 |
|
|
$ |
8,193 |
|
|
|
3.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales and Gross Profit
Net sales for the six-month period ended June 30, 2007 were $258.8 million, a slight decrease
from $259.4 million in the same period of 2006.
The following table presents the Companys net sales results for its MRO and OEM businesses
for the first six months of 2007 and 2006:
|
|
|
|
|
|
|
|
|
(in millions) |
|
2007 |
|
|
2006 |
|
MRO |
|
$ |
215.1 |
|
|
$ |
216.3 |
|
OEM |
|
|
43.7 |
|
|
|
43.1 |
|
|
|
|
|
|
|
|
Net Sales |
|
|
258.8 |
|
|
$ |
259.4 |
|
|
|
|
|
|
|
|
21
Maintenance, Repair and Operations distribution (MRO) net sales decreased $1.2 million
for the first six months of 2007, to $215.1 million from $216.3 million in the prior year period.
The sales decrease occurred primarily in the U.S., due to the termination of a number of
independent sales representatives throughout 2006.
OEM net sales increased $0.6 million in the first six months of 2007 to $43.7 million from $43.1
million in the prior year period, primarily due to the termination of large customer contract that
included an inventory purchase obligation by the customer upon contract termination.
Gross profit margins for the first six months ended June 30, 2007 and 2006 were comparable at
58.9% and 59.1%, respectively.
Operating Expenses and Operating Income
Selling, General and Administrative Expenses (SG&A)
SG&A expenses were $137.7 million and 53.2 percent of net sales in the first half of 2007, which
represents a decline from the respective prior period amounts of $138.9 million and 53.5 percent of
net sales. The Company incurred expenses of $3.8 million in the first six months ended June 30,
2007, an increase of $1.8 million compared to $2.0 million in the prior year period in connection
with the ongoing investigation by the U.S. Attorneys office for the Northern District of Illinois
(see Note L Legal Proceedings for more information). This investigation is ongoing and the
Company expects to incur legal and other costs throughout the remainder of 2007 related to this
matter. A provision of $0.7 million related to a judgment
against the Company in conjunction with a
commercial dispute with a former consultant to the Company also contributed to the increase in
SG&A. In May 2007, a judgment in the amount of $1.4 million was entered against the Company in the
Circuit Court of Cook County, Illinois related to the commercial dispute mentioned above. The
expenses mentioned above were partially offset by lower expenses associated with the Companys
long-term performance based incentive plans of $2.3 million and lower variable selling expenses of
$1.1 million.
Severance and Other Charges
The
Company recorded $5.5 million of expense in the second quarter
of 2007 related to contractual
severance costs for several executives who retired or announced their retirement and $1.4 million
of compensation expense in the first quarter of 2007 related to the retirement of Mr. Jeffrey
Belford, the Companys former President and Chief Operating Officer.
Loss on Sale of Equipment
In the second quarter of 2006, the Company incurred a loss of $0.8 million ($0.5 million, net
of tax) on the sale equipment of related to the Companys decision to outsource the manufacturing
of a product line in the Companys OEM business.
22
Operating Income
Operating income for the six-month period ended June 30, 2007 was $7.9 million, compared to
$13.5 million in the prior year-to-date period. The $5.6 million decrease in operating income over
these periods is principally attributable to higher operating expenses as result of severance
charges. The factors affecting these items were discussed above.
Investment and Other Income
The following table presents investment and other income for the six months ended June 30,
2007 and 2006:
|
|
|
|
|
|
|
|
|
(in millions) |
|
2007 |
|
|
2006 |
|
Realized foreign exchange gains |
|
$ |
0.1 |
|
|
$ |
0.6 |
|
Interest and other |
|
|
0.3 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
$ |
0.4 |
|
|
$ |
0.9 |
|
|
|
|
|
|
|
|
The realized foreign exchange gains for the six months ended June 30, 2007 and 2006 were
related to payments of intercompany balances by the Companys Canadian subsidiary.
Provision for Income Taxes
The effective tax rates for the six months ended June 30, 2007 and 2006 are comparable and
were 40.8% and 40.2%, respectively.
Income from Continuing Operations before Cumulative Effect of Accounting Change
Income from continuing operations before cumulative effect of accounting change for the first
six months of 2007 decreased 45.5%, to $4.7 million ($0.55 per diluted share), compared to $8.6
million ($0.96 per diluted share) in the comparable period of 2006. The $3.9 million decrease is
the result of lower operating income in the first six months of 2007, as discussed above.
Loss from Discontinued Operations
Discontinued operations primarily represent the results of operations of Lawson de Mexico, net
of income taxes. See Note K in the Notes to Condensed Consolidated Financial Statements for
information on the Companys discontinued operations.
Cumulative Effect of Accounting Change
The $0.4 million cumulative accounting change in 2006 represents the effect of adopting
Financial Accounting Standards Board (FASB) Statement No. 123(R), Share-Based Payment, which is a
revision of FASB Statement No. 123, Accounting for Stock-Based Compensation.
Liquidity and Capital Resources
Net cash used for operating activities was $3.6 million in the first six months of 2007, an
increase from $0.7 million for the first six months of 2006 primarily caused by lower earnings,
partially offset by a decrease in cash used for working capital of $1.0 million. Cash used for
working capital in the first six
23
months of 2007 was $12.7 million or $1.0 million less than the
prior year period, primarily as result of higher accrued expenses.
Net cash used for investing activities increased $8.5 million for the six-month period ended
June 30, 2007 compared to the prior year period as a result of higher capital expenditures ($7.7
million) for the Reno, Nevada facility expansion. The Company anticipates the Reno facility
expansion will be completed in 2007 and will require approximately $2.0 million of additional
capital expenditures in 2007. For 2006, capital expenditures of $2.3 million were related to
improvement of existing facilities and the purchase of related equipment.
Net cash provided by financing activities in the first six months of 2007 was $12.6 million
compared to $2.9 million net cash used for financing activities in the first six months of 2006
related to borrowings and payments on the revolving line of credit.
Working capital at June 30, 2007 was $92.5 million as compared to $101.8 million at December
31, 2006. At June 30, 2007 and December 31, 2006, the current ratio was 2.3 to 1 and 2.6 to 1,
respectively.
In the second quarter of 2007 and 2006, the Company announced a cash dividend of $0.20 per
share on common shares. The second quarter 2007 cash dividend was paid July 17, 2007.
Net cash provided by operating activities, current cash and cash equivalents and the $75
million unsecured revolving line of credit are expected to be sufficient to finance the Companys
operations, cash dividends and capital expenditures for the next 12 months.
Recent Events
During the second quarter, the Board of Directors named Ronald B. Port as Non-Executive
Chairman, replacing Robert J. Washlow, former Chairman of the Board and Chief Executive officer who
left the Company. The Lawson Board elected James S. Errant to replace Mr. Washlow on the Board of
Directors. In addition, the Board of Directors elected Thomas Neri as President and Chief
Executive Officer. One Board position remained open at the end of the second quarter 2007 due to
the recent death of Sidney L. Port, the Companys founder and Vice Chairman.
24
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in market risk at June 30, 2007 from that reported in the
Companys Annual Report on Form 10-K for the year ended December 31, 2006.
Item 4. Controls and Procedures
The Companys chief executive officer and chief financial officer have concluded, based on their
evaluation as of the end of the period covered by this report, that the Companys disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and
15d-15(e)) are effective to ensure that information required to be disclosed in the reports that
the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange
Commissions rules and forms, and that such information is accumulated and communicated to our
management, including our chief executive officer and chief financial officer, as appropriate, to
allow timely decisions regarding financial disclosures. There was no change in the Companys
internal control over financial reporting that occurred during the quarter ended June 30, 2007 that
has materially affected or is reasonably likely to materially affect, the Companys internal
control over financial reporting.
25
PART II
OTHER INFORMATION
Items 2, 3 and 5 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. 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.
26
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. 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.
27
Item 4. Submission of Matters to a Vote of Security Holders
|
(a) |
|
The annual meeting of stockholders of Lawson Products, Inc. was held
on May 8, 2007. |
|
|
(b) |
|
Pursuant to Instruction 3 to Item 4, no response is required to this item. |
|
|
(c) |
|
At the Annual Meeting conducted on May 8, 2007, the stockholders
voted on the election of directors and to ratify the appointment
of Ernst & Young LLP as the independent registered public
accounting firm of Lawson Products, Inc. for the fiscal year
ending December 31, 2007. A summary of the votes is as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Withheld |
|
Name |
|
For |
|
|
Authority |
|
James S. Errant |
|
|
7,359,410 |
|
|
|
57,132 |
|
Lee S. Hillman |
|
|
7,296,660 |
|
|
|
119,882 |
|
Sidney L. Port |
|
|
7,351,003 |
|
|
|
65,539 |
|
Messers. R. Port, Rettig and Smelcer continue to serve as directors of the Company for terms
ending in 2008 and Messers. Brophy, Postek and Saranow continue to serve as directors of the
Company for terms ending in 2009. Sidney L. Port died on June 11, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For |
|
|
Against |
|
|
Abstain |
|
Ratify the appointment of Ernst &
Young LLP |
|
|
7,400,786 |
|
|
|
12,813 |
|
|
|
2,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For |
|
|
Against |
|
|
Abstain |
|
Approval of the Senior Management
Annual Incentive Plan |
|
|
7,318,398 |
|
|
|
83,561 |
|
|
|
14,583 |
|
Item 6. Exhibits
|
|
|
10.1
|
|
Sixth modification of credit agreement dated June 21, 2007 between
Lawson Products, Inc. and Lasalle Bank National Association, filed
herewith |
|
|
|
10.2
|
|
Separation Agreement and General Release (the Separation
Agreement), dated April 13, 2007, by and between the Company and
Robert J. Washlow,
incorporated herein by reference to Exhibit 10.1 to the Companys
current Report on Form 8-K filed April 19, 2007 |
|
|
|
15
|
|
Letter from Ernst & Young LLP Regarding Unaudited Interim Financial
Information |
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 |
28
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 |
|
|
|
32
|
|
Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 |
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 thereunto duly authorized.
|
|
|
|
|
|
LAWSON PRODUCTS, INC.
(Registrant)
|
|
Date: August 3, 2007 |
/s/ Thomas J. Neri
|
|
|
Thomas J. Neri |
|
|
Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
Date: August 3, 2007 |
/s/ Scott F. Stephens
|
|
|
Scott F. Stephens |
|
|
Chief Financial Officer |
|
|
29