UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

 

(Mark One)

			☒			Quarterly Report under Section 13 OR 15(d) of the Securities Exchange Act of 1934

For quarterly period ended June 30, 2021

or

			☐			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)

Delaware

36-2229304

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

8770 W. Bryn Mawr Avenue, Suite 900,

Chicago,

Illinois

60631

(Address of principal executive offices)

(Zip Code)

(773) 304-5050

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $1.00 par value

LAWS

NASDAQ Global Select Market

Indicate by check mark whether the registrant (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  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer			¨			Accelerated filer			☒
Non-accelerated filer			¨ (Do not check if a smaller reporting company)			Smaller reporting company			☒
						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

The number of shares outstanding of the registrant’s common stock, $1 par value, as of July 15, 2021 was 9,078,347.

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						Page #
PART I - FINANCIAL INFORMATION
Item 1.			Financial Statements			4
			Condensed Consolidated Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020			4
			Condensed Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2021 and 2020 (Unaudited)			5
			Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three and Six Months Ended June 30, 2021 and 2020 (Unaudited)			6
			Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 (Unaudited)			8
			Notes to Condensed Consolidated Financial Statements (Unaudited)			9
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3.			Quantitative and Qualitative Disclosure About Market Risk			28
Item 4.			Controls and Procedures			28
PART II - OTHER INFORMATION
Item 2.			Unregistered Shares of Equity Securities and Use of Proceeds			28
Item 6.			Exhibits Index			28
			SIGNATURES			31

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“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 management’s 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 effect of the COVID-19 virus on the overall economy, demand for our products, our supply chain, our employees and our operating results;

•the effect of general economic and market conditions;

•the ability to generate sufficient cash to fund our operating requirements;

•the ability to meet the covenant requirements of our line of credit;

•the market price of our common stock may decline;

•inventory obsolescence;

•work stoppages and other disruptions at transportation centers or shipping ports;

•changing customer demand and product mixes;

•increases in energy costs, tariffs and the cost of raw materials, including commodity prices;

•decreases in demand from oil and gas customers due to lower oil prices;

•disruptions of our information and communication systems;

•cyber attacks or other information security breaches;

•failure to recruit, integrate and retain a talented workforce including productive sales representatives;

•the inability to successfully make or integrate acquisitions into the organization;

•foreign currency fluctuations

•failure to manage change within the organization;

•highly competitive market;

•changes that affect governmental and other tax-supported entities;

•violations of environmental protection or other governmental regulations;

•negative changes related to tax matters;

•Luther King Capital's significant influence over the Company given its ownership percentage; and

•all other factors discussed in the Company’s “Risk Factors” set forth in its Annual Report on Form 10-K for the year ended December 31, 2020 and in this Quarterly Report on Form 10-Q for the period ended June 30, 2021.

The Company undertakes no obligation to update any such factors 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.

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PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

Lawson Products, Inc.

Condensed Consolidated Balance Sheets

(Dollars in thousands, except share data)

			June 30,						December 31,
			2021						2020
ASSETS			(Unaudited)
Current assets:
Cash and cash equivalents			$	5,855					$	28,393
Restricted cash			1,003						998
Accounts receivable, less allowance for doubtful accounts of $680 and $654, respectively			46,228						44,515
Inventories, net			63,029						61,867
Miscellaneous receivables and prepaid expenses			7,545						7,289
Total current assets			123,660						143,062
Property, plant and equipment, net			17,439						15,800
Goodwill			35,674						35,176
Deferred income taxes			19,456						18,482
Intangible assets, net			17,592						18,503
Cash value of life insurance			16,895						16,185
Right of use assets			13,483						8,764
Other assets			329						332
Total assets			$	244,528					$	256,304
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued acquisition liability			$	—					$	32,673
Accounts payable			23,787						22,262
Lease obligation			4,417						4,568
Accrued expenses and other liabilities			38,024						38,492
Total current liabilities			66,228						97,995
Revolving line of credit			5,000						—
Security bonus plan			10,958						11,262
Deferred compensation			11,493						10,461
Lease obligation			10,611						5,738
Deferred tax liability			3,560						2,841
Other liabilities			5,780						5,585
Total liabilities			113,630						133,882
Stockholders’ equity:
Preferred stock, $1 par value:
Authorized - 500,000 shares, Issued and outstanding — None			—						—
Common stock, $1 par value:
Authorized - 35,000,000 shares Issued - 9,304,366 and 9,287,625 shares, respectively Outstanding - 9,077,512 and 9,061,039 shares, respectively			9,304						9,288
Capital in excess of par value			20,798						19,841
Retained earnings			108,140						101,609
Treasury stock – 226,854 and 226,586 shares, respectively			(9,028)						(9,015)
Accumulated other comprehensive income			1,684						699
Total stockholders’ equity			130,898						122,422
Total liabilities and stockholders’ equity			$	244,528					$	256,304

See notes to condensed consolidated financial statements.

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Lawson Products, Inc.

Condensed Consolidated Statements of Income and Comprehensive Income

(Dollars in thousands, except per share data)

(Unaudited)

 

			Three Months Ended June 30,												Six Months Ended June 30,
			2021						2020						2021						2020
Revenue			$	106,540					$	72,146					$	210,096					$	163,181
Cost of goods sold			51,920						33,833						100,916						75,947
Gross profit			54,620						38,313						109,180						87,234
Operating expenses:
Selling expenses			24,235						16,306						48,037						36,290
General and administrative expenses			27,003						21,438						52,951						31,737
Operating expenses			51,238						37,744						100,988						68,027
Operating income			3,382						569						8,192						19,207
Interest expense			(268)						(72)						(591)						(187)
Other income (expense), net			639						511						1,011						(600)
Income before income taxes			3,753						1,008						8,612						18,420
Income tax expense			818						389						2,081						5,268
Net income			$	2,935					$	619					$	6,531					$	13,152
Basic income per share of common stock			$	0.32					$	0.07					$	0.72					$	1.46
Diluted income per share of common stock			$	0.31					$	0.07					$	0.70					$	1.41
Weighted average shares outstanding:
Basic weighted average shares outstanding			9,078						9,002						9,073						9,017
Effect of dilutive securities outstanding			271						296						269						310
Diluted weighted average shares outstanding			9,349						9,298						9,342						9,327
Comprehensive income:
Net income			$	2,935					$	619					$	6,531					$	13,152
Other comprehensive income (expense), net of tax
Adjustment for foreign currency translation			354						1,178						985						(1,316)
Net comprehensive income			$	3,289					$	1,797					$	7,516					$	11,836

See notes to condensed consolidated financial statements.

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Lawson Products, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Dollars in thousands)

(Unaudited)

			Common Stock												Capital in Excess of Par Value																		Accumulated Other Comprehensive Income						Total Stockholders' Equity
			Outstanding Shares						$1 Par Value												Retained Earnings						Treasury Stock
Balance at December 31, 2020			9,061,039						$	9,288					$	19,841					$	101,609					$	(9,015)					$	699					$	122,422
Net income			—						—						—						3,596						—						—						3,596
Adjustment for foreign currency translation			—						—						—						—						—						631						631
Stock-based compensation			—						—						422						—						—						—						422
Shares issued			5,776						5						(5)						—						—						—						—
Shares repurchased held in treasury			(268)						—						—						—						(13)						—						(13)
Balance at March 31, 2021			9,066,547						$	9,293					$	20,258					$	105,205					$	(9,028)					$	1,330					$	127,058
Net income			—						—						—						2,935						—						—						2,935
Adjustment for foreign currency translation			—						—						—						—						—						354						354
Stock-based compensation			—						—						551						—						—						—						551
Shares issued			10,965						11						(11)						—						—						—						—
Balance at June 30, 2021			9,077,512						$	9,304					$	20,798					$	108,140					$	(9,028)					$	1,684					$	130,898

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Lawson Products, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Dollars in thousands)

(Unaudited)

			Common Stock												Capital in Excess of Par Value																		Accumulated Other Comprehensive Loss						Total Stockholders' Equity
			Outstanding Shares						$1 Par Value												Retained Earnings						Treasury Stock
Balance at December 31, 2019			9,043,771						$	9,190					$	18,077					$	86,496					$	(5,761)					$	(1)					$	108,001
Net income			—						—						—						12,533						—						—						12,533
Shares repurchased held in treasury			(47,504)						—						—						—						(1,756)						—						(1,756)
Adjustment for foreign currency translation			—						—						—						—						—						(2,494)						(2,494)
Stock-based compensation			—						—						451						—						—						—						451
Balance at March 31, 2020			8,996,267						$	9,190					$	18,528					$	99,029					$	(7,517)					$	(2,495)					$	116,735
Net income			—						$	—					$	—					$	619					$	—					$	—					619
Adjustment for foreign currency translation			—						—						—						—						—						1,178						1,178
Stock-based compensation			—						—						498						—						—						—						498
Shares issued			11,144						11						3						—						—						—						14
Balance at June 30, 2020			9,007,411						$	9,201					$	19,029					$	99,648					$	(7,517)					$	(1,317)					$	119,044

See notes to condensed consolidated financial statements.

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Lawson Products, Inc.

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

			Six Months Ended June 30,
			2021						2020
Operating activities:
Net income			$	6,531					$	13,152
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization			3,939						3,020
Stock-based compensation			2,574						(7,513)
Deferred income taxes			(308)						2,514
Changes in operating assets and liabilities, net of acquisition
Accounts receivable			(1,664)						3,887
Inventories			(752)						311
Miscellaneous receivables, prepaid expenses and other assets			(975)						(499)
Accounts payable and other liabilities			(561)						(7,527)
Other			508						492
Net cash provided by operating activities			$	9,292					$	7,837
Investing activities:
Purchases of property, plant and equipment			$	(3,874)					$	(720)
Business acquisition			(33,000)						—
Net cash used in investing activities			$	(36,874)					$	(720)
Financing activities:
Net proceeds from revolving line of credit			$	5,000					$	(559)
Repurchase treasury shares			(13)						(1,756)
Payment of financing lease principal			(135)						(135)
Proceeds from stock option exercise			—						15
Net cash provided by (used in) financing activities			$	4,852					$	(2,435)
Effect of exchange rate changes on cash and cash equivalents			$	197					$	(165)
Increase (decrease) in cash, cash equivalents and restricted cash			(22,533)						4,517
Cash, cash equivalents and restricted cash at beginning of period			29,391						6,297
Cash, cash equivalents and restricted cash at end of period			$	6,858					$	10,814
Cash and cash equivalents			$	5,855					$	10,012
Restricted cash			1,003						802
Cash, cash equivalents and restricted cash			$	6,858					$	10,814
Supplemental disclosure of cash flow information
Net cash paid for income taxes			$	3,671					$	207
Net cash paid for interest			$	317					$	247

See notes to condensed consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements

Note 1 — Basis of Presentation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements of Lawson Products, Inc. (the “Company”) have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not contain all disclosures required by generally accepted accounting principles. Reference should be made to the Company’s Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. In the opinion of the Company, all normal recurring adjustments have been made that 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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

The Company has two operating segments. The Lawson operating segment, distributes maintenance, repair and operations ("MRO") products to customers primarily through a network of sales representatives offering vendor managed inventory ("VMI") service to customers throughout the United States and Canada. The Bolt Supply House Ltd. ("Bolt Supply") operating segment, distributes MRO products primarily through its branches located in Western Canada. Bolt Supply had 14 branches in operation at the end of the second quarter 2021. See the 2020 Consolidated Financial Statements included in the Company's Annual Report on Form 10K for further details of the significant accounting policies of the Company.

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Note 2 - Acquisition

On August 31, 2020, the Company acquired Partsmaster from NCH Corporation. Partsmaster is a leading maintenance, MRO solutions provider that serves approximately 16,000 customers with approximately 200 sales representatives. The acquisition was made primarily to expand the Company's sales coverage, expand product lines, add experienced sales representatives, and leverage the Company's infrastructure.

The purchase price was $35.3 million in cash plus the assumption of certain liabilities. The Company paid $2.3 million of the purchase price in cash at closing and paid the remaining $33.0 million in May 2021. The payment obligation has been discounted to present value and was recognized as an accrued acquisition liability of $32.7 million as of December 31, 2020 in the Company's condensed consolidated balance sheet. Interest expense of $0.1 million and $0.3 million was recorded in the three and six months ended June 30, 2021, respectively. Payment was guaranteed under the Purchase Agreement, and included the issuance of a $33.0 million irrevocable standby letter of credit. The letter of credit was released upon payment of the acquisition liability in May 2021.

The purchase price of the acquisition was allocated to the fair value of Partsmaster’s assets and liabilities on the acquisition date. The fair market value appraisals of the majority of the assets and liabilities was determined by a third party valuation firm using management estimates and assumptions including intangible assets of $5.0 million for customer relationships and $2.8 million for trade names, and their estimated useful lives of 10 and 5 years, respectively. The $15.8 million allocated to goodwill reflects the purchase price less the fair market value of the identifiable net assets. The goodwill is attributable to the workforce of the acquired business and the synergies expected to arise after Lawson's acquisition of Partsmaster. The entire amount of goodwill is expected to be deductible for tax purposes.

The accounting for this acquisition was complete as of June 30, 2021. Partsmaster contributed $15.3 million of revenue and $0.5 million of operating income in the second quarter of 2021 and $31.0 million of revenue and $1.1 million of operating income in the first six months of 2021.

A summary of the purchase price allocation of the acquisition is as follows (Dollars in thousands):

Cash paid and payable and liabilities assumed
Cash paid and payable						$	34,523
Accounts payable and accrued expenses						4,086
Deferred compensation						2,938
Lease obligation						620
						$	42,167
Fair value of assets acquired
Goodwill						$	15,816
Inventories						7,797
Accounts receivable						7,706
Customer relationships						4,961
Trade names						2,775
Property, plant and equipment						2,121
Right of use asset						620
Other assets						371
						$	42,167

The unaudited pro forma revenue and net income for the Company for the three months ended June 30, 2020, assuming the Partsmaster acquisition closed on January 1, 2019, was $91.1 million and $1.4 million, respectively. The unaudited pro forma revenue and net income for the Company for the six months ended June 30, 2020, assuming the Partsmaster acquisition closed on January 1, 2019, was $197.3 million and $14.3 million, respectively.

The pro forma disclosures include adjustments for amortization of intangible assets, implied interest expense and acquisition costs to reflect results as if the acquisition of Partsmaster had closed on January 1, 2019 rather than on the actual acquisition date. This pro forma information utilizes certain estimates, is presented for illustrative purposes only and is not intended to be indicative of the actual results of operation. In addition, future results may vary significantly from the results

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reflected in the pro forma information. The unaudited pro forma financial information does not reflect the impact of future positive or negative events that may occur after the acquisition, such as anticipated cost savings from operating synergies.

Note 3 - Revenue Recognition

As part of the Company's revenue recognition analysis, it concluded that it has two separate performance obligations, and accordingly, two separate revenue streams: products and services. Under the definition of a contract as defined by ASC 606, the Company considers contracts to be created at the time an order to purchase product and services is agreed upon regardless of whether or not there is a written contract.

Performance Obligations

The Company has two operating segments; the Lawson segment and the Bolt Supply segment.

The Lawson segment has two distinct performance obligations from contracts with its customers: a product performance obligation and a service performance obligation. While the Company offers both a product and a service obligation, customers receive one invoice per transaction with no price breakout between these obligations. The Company does not separately price performance obligations.

The Lawson segment generates revenue primarily from the sale of MRO products to its customers. Revenues related to product sales is recognized at the time that control of the product has been transferred to the customer, either at the time the product is shipped or the time the product has been received by the customer. The Company does not commit to long-term contracts to sell customers a certain minimum quantity of products.

The Lawson segment, including the recent Partsmaster acquisition, offers a vendor managed inventory ("VMI") service proposition to its customers. A portion of these services, primarily related to stocking of product and maintenance of the MRO inventory, is provided a short period of time after control of the purchased product has been transferred to the customer. Since some components of VMI service have not been provided at the time the control of the product transfers to the customer, that portion of expected consideration is deferred until the time that those services have been provided.

The Bolt Supply segment provides product sales and does not provide VMI services or other services. Revenue is recognized at the time that control of the product has been transferred to the customer which is either upon delivery or shipment depending on the terms with the customer.

In previous financial statements, the Company presented the disaggregated components of total revenue: product revenue and service revenue, along with the cost of sales associated with each of these revenue streams as the service revenues exceeded 10% of consolidated revenue. Since the Company qualifies as a smaller reporting company, the Company has elected to discontinue disclosure of the disaggregated components of revenue and cost of sales in its condensed consolidated statements of income and comprehensive income and in the related notes to the condensed consolidated financial statements. For the three months ended June 30, 2020, service revenue of $7.6 million was reported as service revenue which has now been combined and reported within total revenue. For the six months ended June 30, 2020, service revenue of $17.3 million was reported as service revenue, which has now been combined and reported within total revenue.

Disaggregated revenue by geographic area follows:

			Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in thousands)			2021						2020						2021						2020
United States			$	86,249					$	57,096					$	171,234					$	130,679
Canada			20,291						15,050						38,862						32,502
Consolidated total			$	106,540					$	72,146					$	210,096					$	163,181

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Disaggregated revenue by product type follows:

			Three Months Ended June 30,												Six Months Ended June 30,
			2021						2020						2021						2020
Fastening Systems			21.1		%				23.8		%				21.0		%				23.3		%
Cutting Tools and Abrasives			14.5		%				12.5		%				14.7		%				12.9		%
Fluid Power			13.2		%				13.2		%				13.3		%				13.8		%
Electrical			10.2		%				10.0		%				10.4		%				10.4		%
Specialty Chemicals			10.1		%				12.8		%				9.9		%				11.9		%
Aftermarket Automotive Supplies			7.1		%				6.0		%				6.9		%				7.2		%
Safety			5.0		%				6.1		%				4.9		%				6.2		%
Welding and Metal Repair			1.6		%				1.5		%				1.6		%				1.5		%
Other			17.2		%				14.1		%				17.3		%				12.8		%
Consolidated Total			100.0%						100.0%						100.0%						100.0%

Activities as lessor

Prior to acquisition, Partsmaster leased parts washer machines to customers through its Torrents leasing program. The Torrents leasing program comprised a minor portion of the Partsmaster business. The Company will continue the leasing program for the foreseeable future. These leases are classified as operating leases. The leased machines are recognized as fixed assets on the Company's consolidated balance sheet and the leasing revenue is recognized on a straight line basis. The Torrents machine leasing program generated $0.7 million and $1.4 million of revenue in the three and six months ended June 30, 2021. The Company has adopted the practical expedient not to separate non-lease components that would be within the scope of ASC 606 from the associated lease components as the relevant criteria under ASC 842 are met.

Note 4 — Restricted Cash

The Company has agreed to maintain $0.8 million in a money market account as collateral for an outside party that is providing certain commercial card processing services for the Company. The Company has also agreed to maintain $0.2 million in a guaranteed investment certificate as collateral for an outside party that is providing certain commercial credit card services for Bolt. The Company is restricted from withdrawing this balance without the prior consent of the outside party during the term of the agreement.

Note 5 — Inventories

Inventories, net, consisting primarily of purchased goods offered for resale, were as follows:

			(Dollars in thousands)
			June 30, 2021						December 31, 2020
Inventories, gross			$	70,324					$	67,137
Reserve for obsolete and excess inventory			(7,295)						(5,270)
Inventories, net			$	63,029					$	61,867

During the six months ended June 30, 2021, the Company increased its reserve for obsolete and excess inventory by $0.4 million for which its cost exceeded its estimated selling price and $1.0 million for rationalization of inventory related to Partsmaster.

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Note 6 - Goodwill

Goodwill activity for the first six months of 2021 is included in the table below:

						(Dollars in Thousands)
						Goodwill By Reportable Segment
						Lawson						Bolt						Total
Beginning balance December 31, 2020						$	21,352					$	13,824					$	35,176
Impact of foreign exchange rates						278						220						498
Balance at June 30, 2021						$	21,630					$	14,044					$	35,674

Goodwill activity for the first six months of 2020 is included in the table below:

						(Dollars in Thousands)
						Goodwill By Reportable Segment
						Lawson						Bolt						Total
Beginning balance December 31, 2019						$	7,369					$	13,554					$	20,923
Impact of foreign exchange rates						(45)						(728)						(773)
Balance at June 30, 2020						$	7,324					$	12,826					$	20,150

Note 7 - Intangible Assets

The gross carrying amount and accumulated amortization by intangible asset class were as follows:

			(Dollars in thousands)
			June 30, 2021																		December 31, 2020
			Gross Carrying Amount						Accumulated Amortization						Net Carrying Value						Gross Carrying Amount						Accumulated Amortization						Net Carrying Value
Trade names			$	11,528					$	(3,369)					$	8,159					$	11,289					$	(2,733)					$	8,556
Customer relationships			12,520						(3,087)						9,433						12,349						(2,402)						9,947
			$	24,048					$	(6,456)					$	17,592					$	23,638					$	(5,135)					$	18,503

Amortization expense of $1.2 million and $0.7 million related to intangible assets was recorded in General and administrative expenses for the six months ended June 30, 2021 and 2020, respectively.

Note 8 - Leases

Activities as Lessee

The Company leases equipment, distribution centers, office space, and branch locations throughout the US and Canada.

Expenses related to leasing activities for the three months ended June 30, 2021 and June 30, 2020 are as follows (Dollars in thousands):

												Three Months Ended June 30,
Lease Type						Classification						2021						2020
Operating Lease Expense						Operating expenses						$	1,434					$	1,183
Financing Lease Amortization						Operating expenses						57						$	50
Financing Lease Interest						Interest expense						5						7
Financing Lease Expense												62						57
Net Lease Cost												$	1,496					$	1,240

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Expenses related to leasing activities for the six months ended June 30, 2021 and June 30, 2020 are as follows (Dollars in thousands):

												Six Months Ended June 30,
Lease Type						Classification						2021						2020
Operating Lease Expense						Operating expenses						$	2,929					$	2,369
Financing Lease Amortization						Operating expenses						135						$	102
Financing Lease Interest						Interest expense						10						14
Financing Lease Expense												145						116
Net Lease Cost												$	3,074					$	2,485

Net assets and liabilities related to leasing activities as of June 30, 2021 and December 31, 2020 are as follows (Dollars in thousands):

Lease Type						June 30, 2021						December 31, 2020
Total Right Of Use ("ROU") operating lease assets (1)						$	13,044					$	8,246
Total ROU financing lease assets (2)						439						518
Total lease assets						$	13,483					$	8,764
Total current operating lease obligation						$	4,253					$	4,360
Total current financing lease obligation						164						208
Total current lease obligations						$	4,417					$	4,568
Total long term operating lease obligation						$	10,423					$	5,498
Total long term financing lease obligation						188						240
Total long term lease obligation						$	10,611					$	5,738

(1) Operating lease assets are recorded net of accumulated amortization of $7.6 million and $5.9 million as of June 30, 2021 and December 31, 2020, respectively

(2) Financing lease assets are recorded net of accumulated amortization of $0.5 million and $0.4 million as of June 30, 2021 and December 31, 2020, respectively

Liabilities generated by leasing activities as of June 30, 2021 were as follows (Dollars in thousands):

Maturity Date of Lease Liabilities						Operating Leases						Financing Leases						Total
Year one						$	4,666					$	177					$	4,843
Year two						4,041						130						4,171
Year three						3,067						55						3,122
Year four						2,299						9						2,308
Year five						300						—						300
Subsequent years						1,350						—						1,350
Total lease payments						15,723						371						16,094
Less: Interest						1,047						19						1,066
Present value of lease liabilities						$	14,676					$	352					$	15,028

(1)    Minimum lease payments exclude payments to landlord for real estate taxes and common area maintenance $0.4 million

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The weighted average lease terms and interest rates of the leases held by Lawson as of June 30, 2021 are as follows:

Lease Type						Weighted Average Term in Years						Weighted Average Interest Rate
Operating Leases						4.3						3.56%
Financing Leases						2.4						5.01%

The cash outflows of the leasing activity for the three months ending June 30, 2021 are as follows (Dollars in thousands):

Cash Flow Source

Classification

Amount

Operating cash flows from operating leases

Operating activities

$

2,304

Operating cash flows from financing leases

Operating activities

10

Financing cash flows from financing leases

Financing activities

135

In March 2021 the Company signed a three year extension for their lease at the McCook distribution center. ("McCook"). The lease extension created a right of use asset of $5.3 million and a lease liability of $5.3 million.

Refer to Note 3 - Revenue Recognition for a discussion on Lawson activities as lessor.

Note 9 — Revolving Credit Facility

The Revolving Credit Facility matures on October 11, 2024 and provides $100.0 million of revolving commitments. The facility is primarily for general corporate purposes. Net of outstanding letters of credit, the Company had $91.9 million of borrowing availability under its Revolving Credit Facility as of June 30, 2021 and $66.0 million as of December 31, 2020. Weighted average interest rates for the six months ended June 30, 2021 and June 30, 2020 were 3.25% and 2.64%, respectively.

Fees are reported as interest expense and include customary charges relating to letters of credit and an unused commitment fee ranging from 0.15% to 0.30%, depending on the Total Net Leverage Ratio as defined in the Credit Agreement. Fees for the six months ended June 30, 2021 and June 30, 2020 were $0.2 million and $0.1 million, respectively.

In connection with the Revolving Credit Facility originated in 2019, deferred financing costs of $0.6 million were incurred. Deferred financing costs are amortized over the life of the debt instrument and reported as interest expense. As of June 30, 2021 and December 31, 2020 deferred financing costs net of accumulated amortization were $0.4 million and are included in Other assets.

Borrowings are designed as alternate base rate loans, Canadian prime rate loans, Eurodollar loans, and Canadian dollar offered rate loans. Interest rates vary by the type of borrowing and Total Net Leverage Ratio as defined in the Credit Agreement of the most recent fiscal quarter.

The Revolving Credit Facility includes customary financial covenants representations and warranties. The Company was in compliance with all financial covenants as of June 30, 2021.

In the third quarter of 2020 the Company entered into an amendment to the Credit Agreement which among other items temporarily increased the allowed letter of credits from $15.0 million to $40.0 million until August 31, 2021 and authorized indebtedness not to exceed $36.0 million for the acquisition of Partsmaster.

Note 10 - Accrued Acquisition Liability

On August 31, 2020, Lawson acquired Partsmaster from NCH Corporation. As part of the purchase price the Company agreed to pay $33.0 million in May 2021. The payment obligation was discounted to present value using an implied interest rate of 1.8%. A discounted current liability of $32.7 million was recognized as of December 31, 2020 in the Company's consolidated balance sheet. In May 2021, the Company paid the outstanding $33.0 million accrued acquisition liability.

Payment was guaranteed under the Purchase Agreement which included the issuance of a $33.0 million irrevocable standby letter of credit. The letter of credit was released in June 2021 subsequent to payment of the liability in May 2021.

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Interest expense of $0.3 million was recorded in the six months ended June 30, 2021.

Note 11 - Stock Repurchase Program

In the second quarter of 2019, the Board of Directors authorized a program in which the Company may repurchase up to $7.5 million of the Company's common stock from time to time in open market transactions, privately negotiated transactions or by other methods. The Company had $4.5 million remaining under its repurchase plan as of June 30, 2021. No shares were repurchased in the first or second quarters of 2021 under the Company stock repurchase plan. The Company purchased 47,504 of common stock at an average price of $36.93 under the repurchase program in the second quarter of 2020.

Note 12 - Severance Reserve

Changes in the Company’s reserve for severance included in Accrued expenses and other liabilities, as of June 30, 2021

and 2020 were as follows:

			(Dollars in thousands)
			Six Months Ended June 30,
			2021						2020
Balance at beginning of period			$	1,251					$	909
Charged to earnings			278						1,032
Payments			(765)						(910)
Balance at end of period			$	764					$	1,031

Note 13 - Stock-Based Compensation

The Company recorded stock-based compensation expense of $2.6 million and benefit of $7.5 million for the first six months of 2021 and 2020, respectively. A portion of stock-based compensation is related to the change in the market value of the Company's common stock. Stock-based compensation liability of $15.9 million as of June 30, 2021 and $14.4 million as of December 31, 2020 is included in Accrued expenses and other liabilities.

A summary of stock-based awards issued during the six months ended June 30, 2021 follows:

Restricted Stock Units ("RSUs")

The Company issued 7,862 RSUs to key employees that cliff vest on December 31, 2023. The Company issued 2,000 RSUs to one key employee that vest ratably through June 15, 2023 and 5,000 RSUs to one key employee that cliff vest on April 15, 2024. Additionally the Company issued 28,600 RSUs to various employees that vest ratably through December 31, 2024. The Company issued 6,995 RSUs to certain members of the Company's Board of Directors with a vesting date of May 11, 2022. Each RSU is exchangeable for one share of the Company's common stock at the end of the vesting period.

Market Stock Units ("MSUs")

The Company issued 19,688 MSUs to key employees that cliff vest on December 31, 2023. MSUs are exchangeable for the Company's common stock at the end of the vesting period. The number of shares of common stock that will be issued upon vesting, ranging from zero to 29,532 shares, will be determined based upon the trailing sixty-day average closing price of the Company's common stock on December 31, 2023.

Performance Awards ("PAs")

The Company issued 15,723 PAs to key employees that cliff vest on December 31, 2023. PAs are exchangeable for shares of the Company's common stock ranging from zero to 23,585 shares, or the equivalent amount in cash, based upon the achievement of certain financial performance metrics.

Note 14 — Income Taxes

The Company recorded income tax expense of $2.1 million, a 24.2% effective tax rate for the six months ended June 30, 2021. The effective tax rate is higher than the U.S. statutory rate due primarily to state taxes and other permanent items. Income tax expense of $5.3 million, a 28.6% effective tax rate was recorded for the six months ended June 30, 2020. The effective tax rate is higher than the U.S. statutory rate due primarily to state taxes, recording of reserves for uncertain tax positions, and an inclusion for Global Intangible Low Tax Income.

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The Company and its subsidiaries are subject to U.S. Federal income tax, as well as income tax of multiple state and foreign jurisdictions. As of June 30, 2021, the Company is subject to U.S. Federal income tax examinations for the years 2017 through 2019 and income tax examinations from various other jurisdictions for the years 2013 through 2019.

Earnings from the Company’s foreign subsidiaries are considered to be indefinitely reinvested. A distribution of these non-U.S. earnings in the form of dividends or otherwise may subject the Company to foreign withholding taxes and U.S. federal and state taxes.

Note 15 — Contingent Liabilities

In 2012, it was determined a Company owned site in Decatur, Alabama, contained hazardous substances in the soil and groundwater as a result of historical operations prior to the Company's ownership. The Company retained an environmental consulting firm to further investigate the contamination, prepare a remediation plan, and enroll the site in the Alabama Department of Environmental Management (“ADEM") voluntary cleanup program.

The remediation plan, approved by ADEM in 2018, consists of chemical injections throughout the affected area and subsequent monitoring. The injection process was completed in the first quarter of 2019 and monitoring is ongoing pending certification by ADEM. At June 30, 2021 estimated costs for future monitoring are not significant and have been fully accrued. The Company does not expect to capitalize any amounts related to the remediation plan.

Note 16 — Related Party Transaction

During the three and six months ended June 30, 2021, the Company purchased approximately $0.1 million of inventory from a company owned by an immediate relative of a Board member at fair market value. The Company paid substantially all of the amount owed in the second quarter and therefore immaterial remaining liabilities exist as of June 30, 2021.

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Note 17 – Segment Information

The Company's operating segments, Lawson and Bolt, also represent its reportable segments because of differences in the businesses' financial characteristics and the methods they employ to deliver product to customers. The results of the Company's operating segments are reviewed by the Company’s chief operating decision maker responsible for reviewing operating performance and allocating resources. The Lawson segment primarily relies on its large network of sales representatives to visit the customer at the customers' location and produce sales orders for product that is then shipped to the customer and also provides VMI services. The Bolt segment primarily sells product to customers when the customers visit one of Bolt's 14 branch locations and the product is delivered to the customers at the point of sale. The Bolt segment total assets include the value of the acquired intangibles and the related amortization within its operating income.

Financial information for the Company's reportable segments follows:

			Three Months Ended June 30,												Six Months Ended June 30,
			2021						2020						2021						2020
Revenue
Lawson			$	94,861					$	63,214					$	188,191					$	144,705
Bolt Supply			11,679						8,932						21,905						18,476
Consolidated total			$	106,540					$	72,146					$	210,096					$	163,181
Gross profit
Lawson			$	49,901					$	34,873					$	100,309					$	79,993
Bolt Supply			4,719						3,440						8,871						7,241
Consolidated total			$	54,620					$	38,313					$	109,180					$	87,234
Operating income
Lawson			$	2,443					$	(202)					$	6,699					$	17,891
Bolt Supply			939						771						1,493						1,316
Consolidated total			3,382						569						8,192						19,207
Interest expense			(268)						(72)						(591)						(187)
Other income (expense), net			639						511						1,011						(600)
Income before income taxes			$	3,753					$	1,008					$	8,612					$	18,420

Note 18 - COVID-19 Risks and Uncertainties

There is substantial uncertainty as to the effect the COVID-19 pandemic will have on the future results of the Company. Various events related to COVID-19 may impact revenue, product sourcing, sales functions, and customers' ability to pay timely.

The government of the State of Illinois defines Lawson Products as an essential business. A change in this status could result in the temporary closure of our business. The COVID-19 pandemic could result in a temporary closure of any or all of our office space, distribution facilities, or Bolt branch locations, as well as disruptions to our supply chain and interactions with customers. The pandemic may have a material adverse impact on future financial results, liquidity, and overall performance of the Company. It is reasonably possible that estimates made in the financial statements may be materially and adversely impacted as a result of these conditions, including delay in payment of receivables, impairment losses related to goodwill and other long-lived assets, and inability to utilize deferred tax assets.

On March 27, 2020, Congress enacted the Coronavirus Aid, Relief, and Economic Security ("CARES") Act to provide certain relief as a result of the COVID-19 outbreak. The Company has elected to defer the employer side social security payments in accordance with the CARES Act. The total amount deferred is $3.5 million, with $1.7 million expected to be paid in the second half of 2021 and the remainder in 2022.

The Company will continue to evaluate how the provisions of the CARES Act will impact its financial position, results of operations and cash flows.

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The Company will continue to closely monitor the operating environment and will take appropriate actions to protect the

safety for its employees, customers and suppliers.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Partsmaster Acquisition

In August 2020, we acquired Partsmaster, a leading Maintenance, Repair and Operations ("MRO") distributor from NCH Corporation, with approximately 200 sales representatives and approximately 16,000 customers throughout the United States and Canada. The purchase price of the acquisition was $35.3 million in cash and the assumption of certain liabilities. We paid $2.3 million at the time of the acquisition and paid the remaining $33.0 million in May 2021. Partsmaster contributed $15.3 million of revenue and $0.5 million of operating income in the second quarter of 2021 and $31.0 million of revenue and $1.1 million of operating income in the first six months of 2021.

Additional information related to the Partsmaster acquisition is provided in Note 2 - Acquisition in the notes to the consolidated financial statements.

COVID-19 Pandemic

There is substantial uncertainty as to the effect the COVID-19 pandemic will have on the future results of the Company. Various events related to COVID-19 may impact revenue, product sourcing, sales functions, and customers' ability to pay timely.

The government of the State of Illinois defines Lawson Products as an essential business. A change in this status could result in the temporary closure of our business. The COVID-19 pandemic could result in a temporary closure of any or all of our office space, distribution facilities, or Bolt branch locations, as well as disruptions to our supply chain and interactions with customers. The pandemic may have a material adverse impact on future financial results, liquidity, and overall performance of the Company. It is reasonably possible that estimates made in the financial statements may be materially and adversely impacted as a result of these conditions, including delay in payment of receivables, impairment losses related to goodwill and other long-lived assets, and inability to utilize deferred tax assets.

On March 27, 2020, Congress enacted the Coronavirus Aid, Relief, and Economic Security ("CARES") Act to provide certain relief as a result of the COVID-19 outbreak. The Company has elected to defer the employer side social security payments in accordance with the CARES Act. The total amount deferred is $3.5 million, with $1.7 million expected to be paid in 2021 and the remainder in 2022. The Company will continue to evaluate how the provisions of the CARES Act will impact its financial position, results of operations and cash flows.

The onset of the COVID-19 pandemic occurred in March 2020. This resulted in widespread closures of businesses, decreased travel and other substantial restrictions on economic activity beginning in the first quarter. The most severe restrictions were effective in the second quarter of 2020, particularly the month of April. These restrictions began to be relaxed subsequent to April 2020, which led to an improved business climate and increased economic activity throughout the remainder of the year. The relaxed restrictions continued in the first and second quarters of 2021, which led to increased business activity and contributed to improved operating results compared to the first six months of 2020.

We will continue to closely monitor the overall economic and operating environment and we will take appropriate actions to protect the safety of our employees, customers and suppliers. While COVID-19 continues to negatively impact our sales, cost control measures and ability to effectively service our customers, we have continued to generate positive cash flow that has enabled us to maintain a strong financial position. We plan to continue to respond to pandemic developments in a prompt and disciplined manner with an emphasis on maintaining our strong financial position.

Sales Drivers

The MRO distribution industry is highly fragmented. We compete for business with several national distributors as well as a large number of regional and local distributors. The MRO business is significantly impacted by the overall strength of the manufacturing sector of the U.S. economy which has been significantly affected by the COVID-19 pandemic. One measure used to evaluate the strength of the industrial products market is the PMI index published by the Institute for Supply Management, which is considered by many economists to be a reliable near-term economic barometer of the manufacturing sector. A measure above 50 generally indicates expansion of the manufacturing sector while a measure below 50 generally

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represents contraction. The average monthly PMI was 60.8 in the second quarter of 2021 compared to 45.7 in the second quarter of 2020.

Our sales are also influenced by the number of sales representatives and their productivity. Our average sales rep headcount for the second quarter of 2021 was 1,081 sales representatives, including the Partsmaster sales representatives. This is compared to the average sales rep headcount of 957 sales reps in the second quarter of 2020. Lawson segment sales representative productivity, measured as sales per rep per day and including Partsmaster sales reps, increased 33.0% to $1.361 in the second quarter of 2021 compared to $979 in the prior year quarter. Partsmaster contributed $15.3 million in sales in the second quarter. Excluding the impact of Partsmaster, sales rep productivity measured as average sales per rep per day increased 36.1% compared to the year ago quarter, primarily driven by the improved business conditions and relaxation of pandemic-related restrictions in the second quarter of 2021 compared to the year ago quarter. Additionally we instituted a company-wide price increase on our entire product line in June 2021 in response to rising supplier costs. We plan to continue to concentrate our efforts on increasing the productivity of our sales representatives.

Non-GAAP Financial Measure - Adjusted Non-GAAP Operating Income

We believe that certain non-GAAP financial measures may provide users of this financial information with additional meaningful comparisons between current results and results in prior operating periods. We believe that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain infrequently occurring, seasonal or non-operational items that impact the overall comparability. These non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP.

Adjusted operating income is defined by us as GAAP operating income excluding stock-based compensation, severance expenses, acquisition costs, and other non-recurring items in the period in which these items are incurred. Operating income was $3.4 million for the second quarter of 2021 compared to $0.6 million for the second quarter of 2020. Excluding stock-based compensation, severance expense, acquisition costs and other non-recurring costs, adjusted non-GAAP operating income was $6.8 million in the second quarter of 2021 compared to $4.8 million in the second quarter of 2020; and $14.1 million of adjusted non-GAAP operating income for the first six months of 2021 compared to $12.7 million of adjusted non-GAAP operating income for the prior year period. The increase in adjusted non-GAAP operating income was driven by increased sales in 2021 as the overall business environment improved and pandemic-related restrictions were relaxed in the first six months of 2021 compared to the prior year, as well as the inclusion of $0.9 million of adjusted non-GAAP operating income from Partsmaster in the second quarter of 2021 and $2.5 million of adjusted non-GAAP operating income from Partsmaster for the first six months of 2021.

Reconciliation of GAAP Operating Income to Adjusted Non-GAAP Operating Income (Unaudited)
						Three Months Ended June 30,												Six Months Ended  June 30,
(Dollars in Thousands)						2021						2020						2021						2020
Operating income as reported by GAAP						$	3,382					$	569					$	8,192					$	19,207
Stock based compensation (1)						1,574						3,187						2,574						(7,513)
Inventory reserves (2)						500						—						1,325						—
Severance expense and employee acquisition costs						29						1,025						605						1,032
Costs related to potential acquisitions (3)						1,354						—						1,354						—
Adjusted non-GAAP operating income						$	6,839					$	4,781					$	14,050					$	12,726

(1)    Expense for stock-based compensation, of which a portion varies with the Company's stock price

(2)    Expense for Partsmaster inventory rationalization plan and write-down of personal protective equipment (PPE) to net

realizable value

(3)     Including costs related to the evaluation of the LKCM proposal disclosed in a Schedule 13D amendment filed on

May 17, 2021

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Three months ended June 30, 2021 compared to quarter ended June 30, 2020

			2021												2020
(Dollars in thousands)			Amount						% of Net Sales						Amount						% of Net Sales
Revenue			$	106,540					100.0		%				$	72,146					100.0		%
Cost of goods sold			51,920						48.7		%				33,833						46.9		%
Gross profit			54,620						51.3		%				38,313						53.1		%
Operating expenses:
Selling expenses			24,235						22.7		%				16,306						22.6		%
General and administrative expenses			27,003						25.4		%				21,438						29.7		%
Total operating expenses			51,238						48.1		%				37,744						52.3		%
Operating income			3,382						3.2		%				569						0.8		%
Interest expense			(268)						(0.3)		%				(72)						(0.1)		%
Other income (expenses), net			639						0.6		%				511						0.7		%
Income before income taxes			3,753						3.5		%				1,008						1.4		%
Income tax expense			818						0.7		%				389						0.5		%
Net income			$	2,935					2.8		%				$	619					0.9		%

Revenue and Gross Profits

			Three Months Ended June 30,												Increase
(Dollars in thousands)			2021						2020						Amount						%
Revenue
Lawson			$	94,861					$	63,214					$	31,647					50.1%
Bolt Supply			11,679						8,932						2,747						30.8%
Consolidated			$	106,540					$	72,146					$	34,394					47.7%
Gross profit
Lawson			$	49,901					$	34,873					$	15,028					43.1%
Bolt Supply			4,719						3,440						1,279						37.2%
Consolidated			$	54,620					$	38,313					$	16,307					42.6%
Gross profit margin
Lawson			52.6		%				55.2		%
Bolt Supply			40.4		%				38.5		%
Consolidated			51.3		%				53.1		%

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Revenue

Total sales increased 47.7% to $106.5 million in the second quarter of 2021 compared to $72.1 million in the second quarter of 2020. All customer sales categories were negatively impacted by the impact of the COVID-19 pandemic in the second quarter of 2020. Business conditions have substantially improved in the second quarter of 2021 compared to the second quarter of 2020, which led to greater business activity and increased sales. Sales from the second quarter of 2021 also benefited from the inclusion of $15.3 million of Partsmaster sales. Sales productivity, measured as sales per rep per day, increased 33.0% compared to the second quarter of 2020. Bolt Supply sales also improved 30.8% compared to the prior year quarter. Consolidated average daily sales increased 47.7% to $1.665 million in the second quarter of 2021 compared to $1.127 million in the prior year quarter. Partsmaster contributed $0.239 million of average daily sales in the second quarter of 2021. Both the second quarter of 2021 and 2020 had 64 selling days. Excluding the impact of foreign currency, average daily sales increased 44.5% in the second quarter of 2021.

Gross Profit

Driven by increased sales, reported gross profit increased $16.3 million to $54.6 million in the second quarter of 2021 compared to $38.3 million in the prior year quarter. Partsmaster contributed $9.0 million to reported gross profit in the second quarter of 2021 before the classification of certain service-related costs in gross profit. Consolidated gross profit as a percent of sales was 51.3% in the second quarter of 2021 compared to 53.1% in the prior year quarter.

The organic Lawson MRO segment gross margin as a percent of sales declined to 57.3% in the second quarter of 2021 compared to 58.7% a year ago quarter before the classification of certain service-related costs in gross profit, primarily as a result of increased freight and additional costs from global supply chain disruptions in the quarter compared to the prior year quarter and additional inventory reserves related to the rationalization of inventory related to the Partsmaster acquisition.

Selling, General and Administrative Expenses

			Three Months Ended June 30,												Increase
(Dollars in thousands)			2021						2020						Amount						%
Selling expenses
Lawson			$	23,193					$	15,652					$	7,541					48.2%
Bolt Supply			1,042						654						388						59.3%
Consolidated			$	24,235					$	16,306					$	7,929					48.6%
General and administrative expenses
Lawson			$	24,265					$	19,423					$	4,842					24.9%
Bolt Supply			2,738						2,015						723						35.9%
Consolidated			$	27,003					$	21,438					$	5,565					26.0%

Selling expenses consist of compensation and support for our sales representatives. Selling expenses increased to $24.2 million in the second quarter of 2021 compared to $16.3 million in the prior year quarter. The increase in selling expense is primarily driven by increased sales, along with the inclusion of $5.3 million in selling expense in the second quarter of 2021 from the Partsmaster acquisition. As a percent of sales, selling expenses slightly increased to 22.7% from 22.6% in the second quarter of 2020 on a higher sales base, partial reinstatement of normalized selling activities not incurred during the pandemic and higher Partsmaster selling expenses as a percent of sales.

General and administrative expenses consist of expenses to operate our distribution network and overhead expenses to manage the business. General and administrative expenses increased to $27.0 million in the second quarter of 2021 from $21.4 million in the prior year quarter. The increased General and administrative expense was driven by the inclusion of Partsmaster operating expenses of $3.3 million, $1.4 million of costs related to the evaluation of the LKCM proposal disclosed in a Schedule 13D amendment filed on May 17, 2021, and restored employee compensation expense compared to the second quarter of 2020. These costs were offset by a decrease in stock-based compensation expense of $1.6 million compared to the second quarter of 2021.

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Interest Expense

Interest expense was $0.3 million in the second quarter of 2021, an increase of $0.2 million compared to the second quarter of 2020 primarily due to interest on the accrued acquisition liability.

Other Income, Net

Other income, net increased $0.1 million in the second quarter of 2021 over the prior year quarter primarily due to Canadian currency exchange rate effect.

Income Tax Expense

Income tax expense was $0.8 million, resulting in a 21.8% effective tax rate for the three months ended June 30, 2021 compared to an income tax expense of $0.4 million and an effective tax rate of 38.6% for the three months ended June 30, 2020.

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Six months ended June 30, 2021 compared to June 30, 2020

			2021												2020
(Dollars in thousands)			Amount						% of Net Sales						Amount						% of Net Sales
Revenue			$	210,096					100.0		%				$	163,181					100.0		%
Cost of goods sold			100,916						48.0		%				75,947						46.5		%
Gross profit			109,180						52.0		%				87,234						53.5		%
Operating expenses:
Selling expenses			48,037						22.9		%				36,290						22.2		%
General and administrative expenses			52,951						25.2		%				31,737						19.5		%
Total operating expenses			100,988						48.1		%				68,027						41.7		%
Operating income			8,192						3.9		%				19,207						11.8		%
Interest expense			(591)						(0.3)		%				(187)						(0.1)		%
Other income (expense), net			1,011						0.5		%				(600)						(0.4)		%
Income before income taxes			8,612						4.1		%				18,420						11.3		%
Income tax expense			2,081						1.0		%				5,268						3.2		%
Net income			$	6,531					3.1		%				$	13,152					8.1		%

Revenue and Gross Profit

			Six Months Ended June 30,												Increase/(Decrease)
(Dollars in thousands)			2021						2020						Amount						%
Revenue
Lawson			$	188,191					$	144,705					$	43,486					30.1%
Bolt Supply			21,905						18,476						3,429						18.6%
Consolidated			$	210,096					$	163,181					$	46,915					28.8%
Gross profit
Lawson			$	100,309					$	79,993					$	20,316					25.4%
Bolt Supply			8,871						7,241						1,630						22.5%
Consolidated			$	109,180					$	87,234					$	21,946					25.2%
Gross profit margin
Lawson			53.3		%				55.3		%
Bolt Supply			40.5		%				39.2		%
Consolidated			52.0		%				53.5		%

Revenue

Revenue for the six months ended June 30, 2021 increased 28.8% to $210.1 million from $163.2 million for the six months ended June 30, 2020. All customer sales categories were negatively impacted by the COVID-19 pandemic in the first and second quarters of 2020. Business conditions improved in the first six months of 2021, which led to greater business activity and increased sales. Additionally Partsmaster contributed $31.0 million in sales in the first six months of 2021. Average daily sales increased 29.7% to $1.654 million in the first six months of 2021 compared to $1.275 million in the prior year period with one fewer selling day in the current year to date period compared to the corresponding prior year period.

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Gross Profit

Gross profit increased to $109.2 million in the first six months of 2021 compared to $87.2 million in the first six months of 2020, primarily driven by increased sales and the inclusion of the Partsmaster acquisition. Consolidated gross profit as a percent of sales was 52.0% compared to 53.5% a year ago. The organic Lawson MRO segment gross profit before the classification of certain service-related costs in gross profit as a percent of sales was 57.8% in the first six months of 2021 compared to 60.3% a year ago, primarily related to increased freight and supply chain costs, as well as changes in product and customer sales mix.

Selling, General and Administrative Expenses

			Six Months Ended June 30,												Decrease
(Dollars in thousands)			2021						2020						Amount						%
Selling expenses
Lawson			$	46,084					$	34,839					$	11,245					32.3%
Bolt Supply			1,953						1,451						502						34.6%
Consolidated			$	48,037					$	36,290					$	11,747					32.4%
General and administrative expenses
Lawson			$	47,526					$	27,263					$	20,263					74.3%
Bolt Supply			5,425						4,474						951						21.3%
Consolidated			$	52,951					$	31,737					$	21,214					66.8%

Selling expenses increased to $48.0 million for the first six months of 2021 compared to $36.3 million in the same period a year ago and, as a percent of sales, increased to 22.9% in the first six months of 2021 from 22.2% a year ago. The increase in selling expense is primarily related to increased sales compensation from higher sales, and the inclusion of $10.8 million of selling expenses from the Partsmaster acquisition.

General and administrative expenses increased to $53.0 million in the first six months of 2021 from $31.7 million in the prior year period. This was driven by an increase in stock-based compensation expense of $10.1 million, a portion of which varies with the Company stock price, as well as the inclusion of $7.2 million of general and administrative expense from the Partsmaster acquisition, and restored employee compensation compared to the second quarter of 2020 and $1.4 million of costs related to the evaluation of the LKCM proposal disclosed in a Schedule 13D amendment filed on May 17, 2021.

Interest Expense

Interest expenses increased $0.4 million in the first six months of 2021, due primarily to interest on the accrued acquisition liability.

Other Income (Expense), Net

Other income (expense), net increased $1.6 million in the first six months of 2021, primarily due to Canadian currency exchange rate effect.

Income Tax Expense

Income tax expenses were $2.1 million resulting in a 24.2% effective tax rate for the first six months of 2021 compared to income tax expense of $5.3 million and a 28.6% effective tax rate for the first six months of 2020.

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Liquidity and Capital Resources

Available cash and cash equivalents were $5.9 million on June 30, 2021 compared to $28.4 million on December 31, 2020. The decrease in available cash is primarily due to the payment of the outstanding liability related to the acquisition of Partsmaster for $33.0 million in May 2021.

Net cash provided by operations for the six months ended June 30, 2021 was $9.3 million, primarily driven by reported operating earnings.

Capital expenditures were $3.9 million and $0.7 million for the six month period ended June 30, 2021 and 2020, respectively, primarily for improvements to our distribution centers and information technology.

Cash provided by financing activities was $4.9 million for the first six months of 2021, primarily due to a net drawdown of $5.0 million of our Revolving Credit Facility driven by the final Partsmaster payment.

In 2019, our Board of Directors authorized a program in which we may repurchase up to $7.5 million of our common stock from time to time in open market transactions, privately negotiated transactions or by other methods. We did not repurchase any shares of stock in the first six months of 2021 under this plan.

The Company anticipates that outstanding stock performance rights with a value of $9.7 million at June 30, 2021 will be paid out within the next twelve months prior to expiration.

Revolving Credit Facility

On June 30, 2021, we had $5.0 million in outstanding borrowings and $91.9 million of borrowing availability remaining, net of outstanding letters of credit, under our Revolving Credit Facility. We issued a $33.0 million irrevocable standby letter of credit to guarantee payment of the liability related to the Partsmaster acquisition. This letter of credit was released upon payment of the acquisition liability in May 2021.

Along with certain standard terms and conditions of our Credit Agreement, we are able to borrow up to 3.25 times our EBITDA, as defined, and maintain a minimum fixed charge ratio, as defined, of 1.15. As of June 30, 2021, we were in compliance with all financial covenants.

While we were in compliance with our financial covenants included in our Credit Agreement for the quarter ended June 30, 2021. Failure to meet the covenant requirements of the Credit Agreement in future quarters could lead to higher financing costs, increased restrictions, or reduce or eliminate our ability to borrow funds and could have a material adverse effect on our business, financial condition and results of operations.

We believe cash provided by operations and funds available under our Credit Agreement are sufficient to fund our operating requirements, strategic initiatives and capital improvements, including the potential impact of COVID-19 over the next twelve months although we cannot provide assurance that events beyond our control will not have a material adverse impact on our liquidity.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 3 of Part I is inapplicable and has been omitted from this report.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to Lawson, including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) includes, without limitation, controls and procedures designed to ensure that information required to be disclosed is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2021 that materially affected or are reasonably likely to materially offset our internal control over financial reporting. We are in the process of integrating the internal control procedures of Partsmaster into our internal control structure. Partsmaster constituted approximately 15% of total assets as of June 30, 2021 and approximately 14% of revenue and approximately 14% of operating income in the first six months of 2021.

PART II

OTHER INFORMATION

ITEMS 1, 1A, 3, 4 and 5 of Part II are inapplicable and have been omitted from this report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 6. EXHIBITS

 

Exhibit #
3.1			Amended and Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 000-10546) dated May 18, 2020.
3.2			Amended and Restated By-Laws of the Company, incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K (File No. 000-10546) dated May 18, 2020.
10.1			Credit Agreement dated October 11, 2019 among the Company and JP Morgan Chase Bank, N.A. as administrative agent, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 000-10546) dated October 16, 2019.
10.2			First Amendment to Credit Agreement dated August 31, 2020, between the Company and JP Morgan Chase Bank, N.A. as administrative agent, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 000-10546) dated September 2, 2020.
10.3			Agreement of Lease dated June 30, 2014 between the Company and KTR Property Trust III incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 000-10546) dated July 2, 2014.
10.4			Lawson Products, Inc. Executive Deferral Plan (as Amended and Restated Effective November 1, 2015).

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10.5			Lawson Products, Inc. Amended Stock Performance Plan (as Amended and Restated Effective January 24, 2017).
10.6			Amendment of the Lawson Products, Inc. Amended Stock Performance Plan (as Amended and Restated Effective January 24, 2017), dated December 23, 2020, incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K (File No. 000-10546) for the fiscal year ended December 31, 2020.
10.7			Form Letter regarding Stock Performance Rights, incorporated by reference to Exhibit 10(c)(16) to the Company's Annual Report on Form 10-K (File No. 000-10546) for the fiscal year ended December 31, 2004.
10.8			Lawson Products, Inc. 2009 Equity Compensation Plan (as Amended and Restated Effective May 14, 2019), incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 000-10546) dated May 3, 2019.
10.9			First Amendment to the Lawson Products, Inc. 2009 Equity Compensation Plan (as Amended and Restated Effective May 14, 2019), incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 000-10546) dated May 3, 2019.
10.10			Amendment to the Lawson Products, Inc. 2009 Equity Compensation Plan (as Amended and Restated Effective May 14, 2019), dated December 23, 2020, incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K (File No. 000-10546) for the fiscal year ended December 31, 2020.
10.11			Form of Award Agreement under the 2009 Equity Compensation Plan (Target Units, SPRs and Restricted Units).
10.12			Form of Award Agreement under the 2009 Equity Compensation Plan (MSU Target Units, ROIC Target Units and Restricted Units).
10.13			Form of Award Agreement under the 2009 Equity Compensation Plan (MSU Target Units, ROIC Target Units and Restricted Units).
10.14			Lawson Products, Inc. 2021 Annual Incentive Plan Summary.
10.15			Form of Indemnification Agreement for Directors and Officers incorporated by reference to Exhibit 10.01 to the Company's Current Report on Form 8-K (File No. 000-10546) dated September 15, 2008.
10.16			Form of Change in Control Agreement for Officers.
10.17			Employment Agreement dated as of August 14, 2017 by and between Lawson Products, Inc., an Illinois corporation, and Michael G. DeCata, incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 000-10546) dated August 14, 2017.
10.18			Amendment No.1 to the Employment Agreement entered into on April 11, 2018 between the Company and Michael G. DeCata, incorporated herein by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K (File No. 000-10546) dated April 11, 2018.
10.19			Employment Agreement dated as of August 29, 2012 by and between Lawson Products, Inc., an Illinois corporation, and Ron Knutson, incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 000-10546) dated August 29, 2012.
10.20			Retirement and Consulting Agreement, dated as of March 2, 2021, by and between the Company and Neil Jenkins, incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 000-10546) dated March 5, 2021.
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
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 302 of the Sarbanes-Oxley Act of 2002
101			The following financial statements from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statement of Income and Comprehensive Income, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.
104			The cover page from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL

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101.INS			XBRL Instance Document
101.SCH			XBRL Taxonomy Extension Schema Document
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			XBRL Taxonomy Extension Label Linkbase Document
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document

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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)
Dated:			July 29, 2021						/s/ Michael G. DeCata
									Michael G. DeCata President and Chief Executive Officer (principal executive officer)
Dated:			July 29, 2021						/s/ Ronald J. Knutson
									Ronald J. Knutson Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer)
Dated:			July 29, 2021						/s/ David Lambert
									David Lambert Vice President, Controller and Chief Accounting Officer (principal accounting officer)

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