Date of Report (Date of earliest event reported):
|
|
February 14, 2014
|
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)
|
2.1
|
Asset Purchase Agreement by and among Automatic Screw Machine Products Company, Inc., Baron Divestiture Company Lawson Products, Inc. and Nelson Stud Welding, Inc., which is hereby incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on October 16, 2013.
|
10.1
|
Consent and Third Amendment to Loan and Security Agreement
|
99.1
|
Unaudited Pro Forma Condensed Consolidated Financial Information
|
|
|
LAWSON PRODUCTS, INC.
|
|
|
(Registrant)
|
|
|
|
Date: February 18, 2014
|
|
By:
/s/ Ronald J. Knutson
|
|
|
Name: Ronald J. Knutson
|
|
|
Title: Executive Vice President, Chief Financial Officer
|
Exhibit Number
|
|
Description
|
10.1
|
|
Consent and Third Amendment to Loan and Security Agreement
|
99.1
|
|
Unaudited Pro Forma Condensed Consolidated Financial Information
|
|
|
September 30, 2013
|
||||||||||
|
|
As Reported
(1)
|
|
ASMP Pro Forma Adjustments
|
|
Pro Forma
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
418
|
|
|
$
|
—
|
|
|
$
|
418
|
|
Restricted cash
|
|
800
|
|
|
—
|
|
|
800
|
|
|||
Accounts receivable, less allowance for doubtful accounts
|
|
32,265
|
|
|
—
|
|
|
32,265
|
|
|||
Inventories, net
|
|
44,509
|
|
|
—
|
|
|
44,509
|
|
|||
Miscellaneous receivables and prepaid expenses
|
|
4,418
|
|
|
—
|
|
|
4,418
|
|
|||
Deferred income taxes
|
|
17
|
|
|
—
|
|
|
17
|
|
|||
Discontinued operations
|
|
9,938
|
|
|
(9,906
|
)
|
(2)
|
32
|
|
|||
Total current assets
|
|
92,365
|
|
|
(9,906
|
)
|
|
82,459
|
|
|||
|
|
|
|
|
|
|
||||||
Property, plant and equipment, net
|
|
62,157
|
|
|
—
|
|
|
62,157
|
|
|||
Cash value of life insurance
|
|
8,609
|
|
|
—
|
|
|
8,609
|
|
|||
Deferred income taxes
|
|
55
|
|
|
—
|
|
|
55
|
|
|||
Other assets
|
|
497
|
|
|
—
|
|
|
497
|
|
|||
Discontinued operations
|
|
395
|
|
|
(395
|
)
|
(2)
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
164,078
|
|
|
$
|
(10,301
|
)
|
|
$
|
153,777
|
|
|
|
|
|
|
|
|
||||||
Liabilities and stockholders' equity
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Revolving line of credit
|
|
$
|
18,315
|
|
|
$
|
(11,500
|
)
|
(3)
|
$
|
6,815
|
|
Accounts payable
|
|
14,181
|
|
|
—
|
|
|
14,181
|
|
|||
Accrued expenses and other liabilities
|
|
23,990
|
|
|
—
|
|
|
23,990
|
|
|||
Discontinued operations
|
|
485
|
|
|
(379
|
)
|
(4)
|
106
|
|
|||
Total current liabilities
|
|
56,971
|
|
|
(11,879
|
)
|
|
45,092
|
|
|||
|
|
|
|
|
|
|
||||||
Security bonus plan
|
|
16,435
|
|
|
—
|
|
|
16,435
|
|
|||
Financing lease obligation
|
|
10,416
|
|
|
—
|
|
|
10,416
|
|
|||
Deferred compensation
|
|
5,481
|
|
|
—
|
|
|
5,481
|
|
|||
Deferred rent obligation
|
|
4,367
|
|
|
—
|
|
|
4,367
|
|
|||
Other liabilities
|
|
1,398
|
|
|
—
|
|
|
1,398
|
|
|||
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
95,068
|
|
|
(11,879
|
)
|
|
83,189
|
|
|||
|
|
|
|
|
|
|
||||||
Total stockholders' equity
|
|
69,010
|
|
|
1,578
|
|
(5)
|
70,588
|
|
|||
|
|
|
|
|
|
|
||||||
Total liabilities and stockholders' equity
|
|
$
|
164,078
|
|
|
$
|
(10,301
|
)
|
|
$
|
153,777
|
|
|
|
Year Ended December 31, 2012
|
||||||||||
|
|
As Reported
(6)
|
|
ASMP Pro Forma Adjustments
|
|
Pro Forma
|
||||||
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
290,487
|
|
|
$
|
(16,925
|
)
|
|
$
|
273,562
|
|
Cost of goods sold
|
|
129,305
|
|
|
(13,161
|
)
|
|
116,144
|
|
|||
Gross margin
|
|
161,182
|
|
|
(3,764
|
)
|
|
157,418
|
|
|||
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
|
171,725
|
|
|
(1,646
|
)
|
|
170,079
|
|
|||
Severance expenses
|
|
8,021
|
|
|
—
|
|
|
8,021
|
|
|||
Gain on sale of assets
|
|
(3,721
|
)
|
|
—
|
|
|
(3,721
|
)
|
|||
Goodwill impairment
|
|
28,306
|
|
|
—
|
|
|
28,306
|
|
|||
Operating expenses
|
|
204,331
|
|
|
(1,646
|
)
|
|
202,685
|
|
|||
|
|
|
|
|
|
|
||||||
Operating loss
|
|
(43,149
|
)
|
|
(2,118
|
)
|
|
(45,267
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other expense, net
|
|
(831
|
)
|
|
—
|
|
|
(831
|
)
|
|||
|
|
|
|
|
|
|
||||||
Loss from continuing operations before income taxes
|
|
(43,980
|
)
|
|
(2,118
|
)
|
|
(46,098
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income tax expense
|
|
(18,737
|
)
|
|
802
|
|
|
(17,935
|
)
|
|||
|
|
|
|
|
|
|
||||||
Loss from continuing operations
|
|
$
|
(62,717
|
)
|
|
$
|
(1,316
|
)
|
|
$
|
(64,033
|
)
|
|
|
|
|
|
|
|
||||||
Basic and diluted loss from continuing operations per share of common stock
|
|
$
|
(7.30
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(7.46
|
)
|
|
|
|
|
|
|
|
||||||
Basic and diluted weighted average shares outstanding
|
|
8,589
|
|
|
|
|
8,589
|
|
|
|
Year Ended December 31, 2011
|
||||||||||
|
|
As Reported
(6)
|
|
ASMP Pro Forma Adjustments
|
|
Pro Forma
|
||||||
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
314,959
|
|
|
$
|
(14,560
|
)
|
|
$
|
300,399
|
|
Cost of goods sold
|
|
135,182
|
|
|
(11,655
|
)
|
|
123,527
|
|
|||
Gross margin
|
|
179,777
|
|
|
(2,905
|
)
|
|
176,872
|
|
|||
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
|
181,291
|
|
|
(1,479
|
)
|
|
179,812
|
|
|||
Severance expenses
|
|
1,614
|
|
|
—
|
|
|
1,614
|
|
|||
Loss on sale of assets
|
|
22
|
|
|
—
|
|
|
22
|
|
|||
Other operating expenses
|
|
2,346
|
|
|
(1,146
|
)
|
|
1,200
|
|
|||
Operating expenses
|
|
185,273
|
|
|
(2,625
|
)
|
|
182,648
|
|
|||
|
|
|
|
|
|
|
||||||
Operating loss
|
|
(5,496
|
)
|
|
(280
|
)
|
|
(5,776
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other expense, net
|
|
(580
|
)
|
|
—
|
|
|
(580
|
)
|
|||
|
|
|
|
|
|
|
||||||
Loss from continuing operations before income taxes
|
|
(6,076
|
)
|
|
(280
|
)
|
|
(6,356
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income tax benefit
|
|
1,687
|
|
|
80
|
|
|
1,767
|
|
|||
|
|
|
|
|
|
|
||||||
Loss from continuing operations
|
|
$
|
(4,389
|
)
|
|
$
|
(200
|
)
|
|
$
|
(4,589
|
)
|
|
|
|
|
|
|
|
||||||
Basic and diluted loss from continuing operations per share of common stock
|
|
$
|
(0.51
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.54
|
)
|
|
|
|
|
|
|
|
||||||
Basic and diluted weighted average shares outstanding
|
|
8,553
|
|
|
|
|
8,533
|
|
|
|
Year Ended December 31, 2010
|
||||||||||
|
|
As Reported
(6)
|
|
ASMP Pro Forma Adjustments
|
|
Pro Forma
|
||||||
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
316,780
|
|
|
$
|
(13,642
|
)
|
|
$
|
303,138
|
|
Cost of goods sold
|
|
121,954
|
|
|
(11,360
|
)
|
|
110,594
|
|
|||
Gross margin
|
|
194,826
|
|
|
(2,282
|
)
|
|
192,544
|
|
|||
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
|
180,021
|
|
|
(1,765
|
)
|
|
178,256
|
|
|||
Severance expenses
|
|
3,629
|
|
|
—
|
|
|
3,629
|
|
|||
Gain on sale of assets
|
|
(1,701
|
)
|
|
—
|
|
|
(1,701
|
)
|
|||
Other operating benefits
|
|
(4,050
|
)
|
|
—
|
|
|
(4,050
|
)
|
|||
Operating expenses
|
|
177,899
|
|
|
(1,765
|
)
|
|
176,134
|
|
|||
|
|
|
|
|
|
|
||||||
Operating income
|
|
16,927
|
|
|
(517
|
)
|
|
16,410
|
|
|||
|
|
|
|
|
|
|
||||||
Other expense, net
|
|
(231
|
)
|
|
—
|
|
|
(231
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income from continuing operations before income taxes
|
|
16,696
|
|
|
(517
|
)
|
|
16,179
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax expense
|
|
(7,106
|
)
|
|
177
|
|
|
(6,929
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
9,590
|
|
|
$
|
(340
|
)
|
|
$
|
9,250
|
|
|
|
|
|
|
|
|
||||||
Basic loss from continuing operations per share of common stock
|
|
$
|
1.13
|
|
|
$
|
(0.04
|
)
|
|
$
|
1.09
|
|
Diluted loss from continuing operations per share of common stock
|
|
$
|
1.12
|
|
|
$
|
(0.04
|
)
|
|
$
|
1.08
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
8,522
|
|
|
|
|
8,522
|
|
||||
Diluted
|
|
8,537
|
|
|
|
|
8,537
|
|
(1)
|
Represents balances as reported on the unaudited Condensed Consolidated Balance Sheet included in the Company's Form 10-Q for the quarter ended
September 30, 2013
.
|
(2)
|
Represents assets that were acquired by the Buyer
|
(3)
|
Represents $12.5 million of cash proceeds received from purchaser, net of $1.0 million estimated transaction costs and working capital adjustments related to the Sale.
|
(4)
|
Represents accounts payable that were assumed by the Buyer.
|
(5)
|
Represents the estimated pre-tax gain on the Sale.
|
(6)
|
Represents results of operations on the Consolidated Statements of Operations included in the Company's Form 10-K for the years ended December 31, 2012, 2011 and 2010.
|