Attached files
file | filename |
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8-K - FORM 8-K - LAWSON PRODUCTS INC/NEW/DE/ | c05660e8vk.htm |
EX-2.1 - EXHIBIT 2.1 - LAWSON PRODUCTS INC/NEW/DE/ | c05660exv2w1.htm |
EX-99.1 - EXHIBIT 99.1 - LAWSON PRODUCTS INC/NEW/DE/ | c05660exv99w1.htm |
EX-10.1 - EXHIBIT 10.1 - LAWSON PRODUCTS INC/NEW/DE/ | c05660exv10w1.htm |
EXHIBIT 99.2
Lawson Products, Inc.
Pro Forma Condensed Consolidated Financial Information
(Unaudited)
Pro Forma Condensed Consolidated Financial Information
(Unaudited)
On September 1, 2010, Lawson Products Inc. (Lawson or the Company) announced the sale of
substantially all of the assets of Assembly Component Systems, Inc. (ACS), a wholly owned
subsidiary, to Supply Technologies LLC (Supply Technologies), a wholly owned company of Park-Ohio
Holdings Corp.
Under the terms of the Asset Purchase Agreement dated August 31, 2010 (the Agreement),
Supply Technologies purchased substantially all of the assets of ACS for $19.0 million. Of the
total consideration, $16.0 million was paid to Lawson in cash on September 1, 2010 and the
remaining $3.0 million will be paid in quarterly installments over the next three years, subject to
the terms of a subordinated promissory note between Supply Technologies and Lawson. In addition,
Supply Technologies assumed certain liabilities of ACS. The purchase price may be adjusted based on
the final value of the net assets and liabilities of ACS as of August 31, 2010.
The unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2010, set forth
below has been presented after giving effect to the sale of ACS (the Sale) as if it had occurred
on June 30, 2010. The unaudited Pro Forma Condensed Consolidated Statements of Operations for the
six-month period ended June 30, 2010 and for the years ended December 31, 2009, 2008 and 2007 set
forth below have been presented after giving effect to the Sale as if it had occurred at the beginning of the period presented, and does not assume any interest income on cash proceeds.
The unaudited Pro Forma Condensed Consolidated Statements of Operations for the years ended
December 31, 2009, 2008 and 2007 have been derived primarily from the audited Consolidated
Financial Statements of the Company included in its fiscal 2009 Annual Report on Form 10-K. The
unaudited Pro Forma Condensed Consolidated Statement of Operations for the six-months ended June
30, 2010 and the unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2010, have
been derived primarily from the unaudited Condensed Consolidated Financial Statements included in
the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2010. The unaudited pro
forma financial statement information is based upon available information and assumptions that the
Company believes are reasonable under the circumstance and were prepared to illustrate the
estimated effects of the Sale.
The unaudited pro forma financial statement information has been provided for informational
purposes and should not be considered indicative of the financial condition or results of
operations that would have been achieved had the Sale occurred as of the periods presented. In
addition, the unaudited pro forma financial statement information does not purport to indicate
balance sheet data or results of operations as of any future date or for any future period. The
unaudited pro forma financial statement information, including the notes thereto, should be read in
conjunction with the historical financial statements of the Company included in its fiscal 2009
Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q for the quarters ended March 31,
2010, and June 30, 2010, that the Company filed with the Securities and Exchange Commission in
2010.
Lawson Products, Inc.
Pro Forma Condensed Consolidated Balance Sheet
(Dollars in thousands, except per share data)
(Unaudited)
Pro Forma Condensed Consolidated Balance Sheet
(Dollars in thousands, except per share data)
(Unaudited)
June 30, 2010 | ||||||||||||
ACS | ||||||||||||
Pro Forma | ||||||||||||
As Reported (1) | Adjustments | Pro Forma | ||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | 8,616 | $ | 16,000 | (2) | $ | 24,616 | |||||
Accounts receivable, less allowance for doubtful accounts |
46,372 | (8,691 | )(3) | 37,681 | ||||||||
Inventories |
75,067 | (16,972 | )(3) | 58,095 | ||||||||
Miscellaneous receivables and prepaid expenses |
11,567 | 1,758 | (4) | 13,325 | ||||||||
Deferred income taxes |
3,896 | (1,542 | )(5) | 2,354 | ||||||||
Discontinued assets |
464 | | 464 | |||||||||
Total current assets |
145,982 | (9,447 | ) | 136,535 | ||||||||
Property, plant and equipment, less accumulated depreciation and amortization |
40,961 | (149 | )(3) | 40,812 | ||||||||
Cash value of life insurance |
17,040 | | 17,040 | |||||||||
Deferred income taxes |
12,977 | | 12,977 | |||||||||
Goodwill |
27,875 | | 27,875 | |||||||||
Other assets |
2,490 | 2,250 | (6) | 4,740 | ||||||||
Total assets |
$ | 247,325 | $ | (7,346 | ) | $ | 239,979 | |||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||
Current liabilities: |
||||||||||||
Accounts payable |
$ | 23,233 | $ | (4,702 | )(7) | $ | 18,531 | |||||
Settlement payable |
10,000 | | 10,000 | |||||||||
Accrued expenses and other liabilities |
29,857 | 1,469 | (8) | 31,326 | ||||||||
Total current liabilities |
63,090 | (3,233 | ) | 59,857 | ||||||||
Revolving line of credit |
5,150 | | 5,150 | |||||||||
Security bonus plan |
25,799 | | 25,799 | |||||||||
Deferred compensation |
10,946 | | 10,946 | |||||||||
Other |
2,654 | | 2,654 | |||||||||
44,549 | | 44,549 | ||||||||||
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 and outstanding 8,522,001 shares |
8,522 | | 8,522 | |||||||||
Capital in excess of par value |
4,951 | | 4,951 | |||||||||
Retained earnings |
124,884 | (4,113 | )(9) | 120,771 | ||||||||
Accumulated other comprehensive income |
1,329 | | 1,329 | |||||||||
Stockholders equity |
139,686 | (4,113 | ) | 135,573 | ||||||||
Total liabilities and stockholders equity |
$ | 247,325 | $ | (7,346 | ) | $ | 239,979 | |||||
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
Lawson Products, Inc.
Pro Forma Condensed Consolidated Statement of Operations
(Amounts in thousands, except per share data)
(Unaudited)
Pro Forma Condensed Consolidated Statement of Operations
(Amounts in thousands, except per share data)
(Unaudited)
Six Months Ended June 30, 2010 | ||||||||||||
ACS | ||||||||||||
Pro Forma | ||||||||||||
As Reported (10) | Adjustments | Pro Forma | ||||||||||
Net sales |
$ | 196,696 | $ | (25,858 | ) | $ | 170,838 | |||||
Cost of goods sold |
82,584 | (19,002 | ) | 63,582 | ||||||||
Gross profit |
114,112 | (6,856 | ) | 107,256 | ||||||||
Operating expenses: |
||||||||||||
Selling, general and administrative expenses |
106,252 | (6,118 | ) | 100,134 | ||||||||
Severance and other charges |
1,699 | | 1,699 | |||||||||
Gain on disposal of property, plant and equipment |
(1,701 | ) | | (1,701 | ) | |||||||
Operating income |
7,862 | (738 | ) | 7,124 | ||||||||
Other income/expense, net |
(179 | ) | (55 | ) | (234 | ) | ||||||
Income from continuing operations before income taxes |
7,683 | (793 | ) | 6,890 | ||||||||
Income taxes |
3,567 | (334 | ) | 3,233 | ||||||||
Income from continuing operations |
$ | 4,116 | $ | (459 | ) | $ | 3,657 | |||||
Basic and diluted income from continuing operations
per share of common stock |
$ | 0.48 | $ | (0.05 | ) | $ | 0.43 | |||||
Weighted average shares outstanding: |
||||||||||||
Basic |
8,522 | 8,522 | 8,522 | |||||||||
Diluted |
8,526 | 8,526 | 8,526 |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
Lawson Products, Inc.
Pro Forma Condensed Consolidated Statement of Operations
(Amounts in thousands, except per share data)
(Unaudited)
Pro Forma Condensed Consolidated Statement of Operations
(Amounts in thousands, except per share data)
(Unaudited)
Year Ended December 31, 2009 | ||||||||||||
ACS | ||||||||||||
Pro Forma | ||||||||||||
As Reported (11) | Adjustments | Pro Forma | ||||||||||
Net sales |
$ | 378,881 | $ | (46,427 | ) | $ | 332,454 | |||||
Cost of goods sold |
161,104 | (36,986 | ) | 124,118 | ||||||||
Gross profit |
217,777 | (9,441 | ) | 208,336 | ||||||||
Operating expenses: |
||||||||||||
Selling, general and administrative expenses |
215,123 | (12,668 | ) | 202,455 | ||||||||
Severance and other charges |
6,820 | (284 | ) | 6,536 | ||||||||
Settlement and related costs |
154 | | 154 | |||||||||
Impairment of long-lived assets |
1,267 | (224 | ) | 1,043 | ||||||||
Operating loss |
(5,587 | ) | 3,735 | (1,852 | ) | |||||||
Other income/expense, net |
(150 | ) | 142 | (8 | ) | |||||||
Loss from continuing operations before income
taxes |
(5,737 | ) | 3,877 | (1,860 | ) | |||||||
Income taxes |
(3,121 | ) | 1,446 | (1,657 | ) | |||||||
Loss from continuing operations |
$ | (2,616 | ) | $ | 2,431 | $ | (185 | ) | ||||
Basic and diluted loss from continuing
operations per share of common stock |
$ | (0.31 | ) | $ | 0.29 | $ | (0.02 | ) | ||||
Basic and diluted weighted average shares
outstanding |
8,522 | 8,522 | 8,522 |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
Lawson Products, Inc.
Pro Forma Condensed Consolidated Statement of Operations
(Amounts in thousands, except per share data)
(Unaudited)
Pro Forma Condensed Consolidated Statement of Operations
(Amounts in thousands, except per share data)
(Unaudited)
Year Ended December 31, 2008 | ||||||||||||
ACS | ||||||||||||
Pro Forma | ||||||||||||
As Reported (11) | Adjustments | Pro Forma | ||||||||||
Net sales |
$ | 485,207 | $ | (62,143 | ) | $ | 423,064 | |||||
Cost of goods sold |
206,209 | (52,935 | ) | 153,274 | ||||||||
Gross profit |
278,998 | (9,208 | ) | 269,790 | ||||||||
Operating expenses: |
||||||||||||
Selling, general and administrative expenses |
256,060 | (13,486 | ) | 242,574 | ||||||||
Severance and other charges |
9,252 | 6 | 9,258 | |||||||||
Settlement and related costs |
31,666 | | 31,666 | |||||||||
Impairment of goodwill |
2,251 | (2,251 | ) | | ||||||||
Operating loss |
(20,231 | ) | 6,523 | (13,708 | ) | |||||||
Other income/expense, net |
(469 | ) | 307 | (162 | ) | |||||||
Loss from continuing operations before income
taxes |
(20,700 | ) | 6,830 | (13,870 | ) | |||||||
Income taxes |
6,360 | 2,453 | 8,813 | |||||||||
Loss from continuing operations |
$ | (27,060 | ) | $ | 4,377 | $ | (22,683 | ) | ||||
Basic and diluted loss from continuing
operations per share of common stock |
$ | (3.18 | ) | $ | 0.51 | $ | (2.66 | ) | ||||
Basic and diluted weighted average shares
outstanding |
8,522 | 8,522 | 8,522 |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
Lawson Products, Inc.
Pro Forma Condensed Consolidated Statement of Operations
(Amounts in thousands, except per share data)
(Unaudited)
Pro Forma Condensed Consolidated Statement of Operations
(Amounts in thousands, except per share data)
(Unaudited)
Year Ended December 31, 2007 | ||||||||||||
ACS | ||||||||||||
Pro Forma | ||||||||||||
As Reported (11) | Adjustments | Pro Forma | ||||||||||
Net sales |
$ | 512,543 | $ | (67,437 | ) | $ | 445,106 | |||||
Cost of goods sold |
208,714 | (51,027 | ) | 157,687 | ||||||||
Gross profit |
303,829 | (16,410 | ) | 287,419 | ||||||||
Operating expenses: |
||||||||||||
Selling, general and administrative expenses |
265,267 | (12,820 | ) | 252,447 | ||||||||
Severance and other charges |
12,328 | (509 | ) | 11,819 | ||||||||
Settlement and related costs |
5,793 | | 5,793 | |||||||||
Operating income |
20,441 | (3,081 | ) | 17,360 | ||||||||
Other income/expense, net |
(369 | ) | (2 | ) | (371 | ) | ||||||
Income from continuing operations before income
taxes |
20,072 | (3,083 | ) | 16,989 | ||||||||
Income taxes |
8,740 | (1,379 | ) | 7,361 | ||||||||
Income from continuing operations |
$ | 11,332 | $ | (1,704 | ) | $ | 9,628 | |||||
Basic and diluted income from continuing
operations per share of common stock |
$ | 1.33 | $ | (0.20 | ) | $ | 1.13 | |||||
Weighted average shares outstanding: |
||||||||||||
Basic |
8,522 | 8,522 | 8,522 | |||||||||
Diluted |
8,523 | 8,523 | 8,523 |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
Lawson Products, Inc.
Notes to the Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
Notes to the Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
(1) | Represents balances as reported on the unaudited Condensed Consolidated Balance Sheet included in the Companys Form 10-Q for the quarter ended June 30, 2010. | |
(2) | Represents cash proceeds received from purchaser on September 1, 2010. | |
(3) | Represents asset balances that were acquired by purchaser pursuant to the Agreement. | |
(4) | Represents the $0.8 million current portion of the note receivable from the purchaser, $1.5 million of tax asset balances that were transferred from deferred income taxes to income taxes receivable as a result of the transaction, offset by $0.5 million of miscellaneous receivables and prepaid expenses that were acquired by the purchaser. | |
(5) | Tax asset balances that were transferred from deferred income taxes to income taxes receivable as a result of the transaction. | |
(6) | Represents the $2.2 million long term portion of the note receivable from the purchaser. | |
(7) | Represents accounts payables that were assumed by purchaser pursuant to the Agreement. | |
(8) | Represents $1.7 million of estimated transaction costs and working capital adjustments related to the Sale, offset by $0.4 million of accrued liabilities that were assumed by purchaser pursuant to the Agreement. | |
(9) | Represents the estimated pre-tax loss on the Sale. | |
(10) | Represents results of operations on the unaudited Condensed Consolidated Statements of Operations included in the Companys Form 10-Q for the six months ended June 30, 2010. | |
(11) | Represents results of operations on the Consolidated Statements of Operations included in the Companys Form 10-K for the years ended December 31, 2009, 2008 and 2007. |