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As Of Filer Filing For·On·As Docs:Size 3/04/19 Lawson Products Inc/New/DE 10-K 12/31/18 96:10M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 725K
2: EX-10.34 Material Contract HTML 46K
3: EX-21 Subsidiaries List HTML 28K
4: EX-23 Consent of Experts or Counsel HTML 26K
5: EX-25 Statement re: Eligibility of Trustee -- Form T-1 HTML 100K
or T-2
6: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
8: EX-32 Certification -- §906 - SOA'02 HTML 28K
15: R1 Document and Entity Information HTML 54K
16: R2 Consolidated Balance Sheets HTML 117K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 50K
18: R4 Consolidated Statements of Operations and HTML 93K
Comprehensive Income (Loss)
19: R5 Consolidated Statements of Changes in HTML 65K
Stockholders' Equity
20: R6 Consolidated Statements of Changes in HTML 27K
Stockholders' Equity Consolidated Statements of
Changes in Stockholders' Equity (Parenthetical)
21: R7 Consolidated Statements of Cash Flows HTML 105K
22: R8 Description of Business HTML 30K
23: R9 Summary of Significant Accounting Policies HTML 86K
24: R10 Revenue Recognition (Notes) HTML 100K
25: R11 Leases (Notes) HTML 32K
26: R12 Acquisitions (Notes) HTML 74K
27: R13 Restricted Cash Restricted Cash HTML 29K
28: R14 Inventories HTML 36K
29: R15 Property, Plant and Equipment HTML 49K
30: R16 Goodwill (Notes) HTML 40K
31: R17 Intangible assets (Notes) HTML 81K
32: R18 Income Tax HTML 131K
33: R19 Accrued Expenses and Other Liabilities HTML 47K
34: R20 Loan Agreement HTML 44K
35: R21 Reserve for Severance HTML 38K
36: R22 Commitments and Contingencies HTML 62K
37: R23 Retirement and Security Bonus Plans HTML 35K
38: R24 Stock-Based Compensation Plans HTML 83K
39: R25 Segment Information HTML 96K
40: R26 Schedule II - Valuation and Qualifying Accounts HTML 52K
Schedule II Valuation and Qualifying Accounts
(Notes)
41: R27 Summary of Significant Accounting Policies Summary HTML 121K
of Significant Accounting Policies (Policies)
42: R28 Revenue Recognition (Tables) HTML 90K
43: R29 Acquisitions (Tables) HTML 68K
44: R30 Inventories (Tables) HTML 37K
45: R31 Property, Plant and Equipment Property, Plant and HTML 48K
Equipment (Tables)
46: R32 Goodwill (Tables) HTML 40K
47: R33 Intangible assets (Tables) HTML 92K
48: R34 Intangible assets Schedule of intangible assets HTML 81K
(Tables)
49: R35 Intangible assets Future amortization expense HTML 37K
(Tables)
50: R36 Income Taxes Income Tax (Tables) HTML 129K
51: R37 Accrued Expenses and Other Liabilities Accrued HTML 46K
Expenses and Other Liabilities (Tables)
52: R38 Revolving Line of Credit (Tables) HTML 30K
53: R39 Reserve for Severance (Tables) HTML 38K
54: R40 Commitments and Contingencies Commitments and HTML 49K
Contingencies (Tables)
55: R41 Stock-Based Compensation Plans Stock-Based HTML 76K
Compensation Plans (Tables)
56: R42 Segment Information Geographic Information HTML 45K
(Tables)
57: R43 Segment Information (Tables) HTML 97K
58: R44 Summary of Significant Accounting Policies HTML 80K
(Details)
59: R45 Revenue Recognition Narrative (Details) HTML 48K
60: R46 Revenue Recognition Impact of ASC 606 on HTML 62K
Consolidated Statements of Operations and
Comprehensive Income (Details)
61: R47 Revenue Recognition Disaggregation of Revenue HTML 58K
(Details)
62: R48 Leases (Details) HTML 40K
63: R49 Acquisitions (Details) HTML 54K
64: R50 Acquisitions Purchase Price Allocation (Details) HTML 51K
65: R51 Acquisitions Pro Forma Results (Details) HTML 36K
66: R52 Restricted Cash Restricted Cash (Details) HTML 29K
67: R53 Inventories (Details) HTML 34K
68: R54 Property, Plant and Equipment Property, Plant and HTML 58K
Equipment (Details)
69: R55 Property, Plant and Equipment Fairfielf Disposal HTML 31K
(Details)
70: R56 Goodwill (Details) HTML 37K
71: R57 Intangible assets (Details) HTML 32K
72: R58 Intangible assets Schedule of intangibles HTML 39K
(Details)
73: R59 Intangible assets Future intangible amortization HTML 43K
schedule (Details)
74: R60 Income Taxes Components of income tax (Details) HTML 73K
75: R61 Income Taxes Reconciliation of effective tax rate HTML 70K
(Details)
76: R62 Income Taxes Components of deferred tax assets and HTML 66K
liabilities (Details)
77: R63 Income Taxes Other information (Details) HTML 58K
78: R64 Accrued Expenses and Other Liabilities Accrued HTML 57K
Expenses and Other Liabilities (Details)
79: R65 Loan Agreement Quarterly Financial Covenants HTML 40K
(Details)
80: R66 Loan Agreement Narrative (Details) HTML 71K
81: R67 Reserve for Severance Activity in reserve HTML 36K
(Details)
82: R68 Commitments and Contingencies Future minimum lease HTML 82K
payments (Details)
83: R69 Commitments and Contingencies Narrative (Details) HTML 69K
84: R70 Retirement and Security Bonus Plans Retirement and HTML 47K
Security Bonus Plans (Details)
85: R71 Stock-Based Compensation Plans Plan Administration HTML 34K
(Details)
86: R72 Stock-Based Compensation Plans Stock Performance HTML 114K
Rights (Details)
87: R73 Stock-Based Compensation Plans Restricted Stock HTML 61K
Awards (Details)
88: R74 Stock-Based Compensation Plans Market Stock Units HTML 55K
(Details)
89: R75 Stock-Based Compensation Plans Stock Options HTML 45K
(Details)
90: R76 Segment Information Segment (Details) HTML 60K
91: R77 Segment Information (Details) HTML 67K
92: R78 Schedule II - Valuation and Qualifying Accounts HTML 39K
Schedule II Valuation and Qualifying Accounts
(Details)
93: R9999 Uncategorized Items - laws-20181231.xml HTML 27K
95: XML IDEA XML File -- Filing Summary XML 170K
94: EXCEL IDEA Workbook of Financial Reports XLSX 102K
9: EX-101.INS XBRL Instance -- laws-20181231 XML 1.99M
11: EX-101.CAL XBRL Calculations -- laws-20181231_cal XML 258K
12: EX-101.DEF XBRL Definitions -- laws-20181231_def XML 681K
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14: EX-101.PRE XBRL Presentations -- laws-20181231_pre XML 1.17M
10: EX-101.SCH XBRL Schema -- laws-20181231 XSD 186K
96: ZIP XBRL Zipped Folder -- 0000703604-19-000023-xbrl Zip 250K
| Exhibit |
Lender: | BMO Bank of Montreal | (the "Bank") |
Margin: | The availability of funds under the following utilizations is subject to a maximum, on a forward margin basis of 75% of the Bank's valuation of assigned / hypothecated accounts receivable after deducting accounts receivable 61 days or more past due, accounts in dispute, inter company accounts, and the value of any prior ranking claim plus 50% of the Bank's valuation of assigned / hypothecated
inventory which is free and clear, excluding work in process, consignment inventory or inventory subject to any prior charge or claim |
Term: | Letters
of credit are restricted to terms of one year or less and are to contain a 30 day cancellation clause in each instance Commissions payable quarterly in advance at 0.1% per month (1.2% per annum) of part thereof subject to a mirk $50 charge. | |
Pricing; | ||
Financial Covenants: | The following financial covenants are to be tested in conjunction with the annual review based on the company financials provided. A breach fee of
$200 per day per occurrence applies if in breach until the covenant is again in compliance per Bank established terms and conditions and may be requested in writing from BMO for client to inject funds to remedy. | |
1. | Working capital ratio is defined as current assets divided by current liabilities (as defined by Generally Accepted Accounting Principles) to be a minimum of 1.35:1. (PRESENTLY) Measured on the basis of Annual financial statements. Intangible assets as determined by
the Bank are to be excluded (i.e. Future Income Taxes, Due from Shareholders/Directors/Affiliated or Related Companies, etc.). Met fiscal 2016 - 1.98:1 |
2. | Maximum ratio of Debt/Tangible Net Worth not to exceed 2.5:1. Total debt is defined by Generally Accepted Accounting Principles, excluding all debt formally subrogated to the Bank and Future Income Taxes. Tangible Net Worth is defined to include Share Capital, Retained Earnings and formally subrogated debt to the Bank and to exclude intangibles such as Leasehold improvements, Goodwill,- Shareholder Loan Receivables, Advances to and/or investments in affiliated companies, and any other intangibles at the Bank's discretion. To be tested annually
based on audited year-end statements. Met fiscal 2016: Ratio was 0.81:1 |
· | Debt Service Coverage: shall be determined by dividing
Cash Flow Available for Debt Service, by Scheduled Debt Service Requirements |
· | Cash Flow Available for Debt Service: means the sum of the Borrower's net after tax income, plus depreciation/amortization expense, plus non-cash items, plus interest expenses, plus any after tax management bonus which is returned to the company in the form of subrogated shareholders' loans all of which shall be determined in accordance with GAAP. |
· | Scheduled
Debt Service Requirements: means the aggregate of total interest expenses, capital lease payments and scheduled amortization or repayments of principal. |
Annual Review: | 1)Bank of Montreal documentation for current account authorities. 2)Overdraft lending agreement to support $5,500,000 in conjunction with Facility #1, subject (a) 3)General Security Agreement
in 151 position over The Bolt Supply House Ltd. with a General Assignment of Booked Debts covering Alberta, British Columbia, Saskatchewan, and Manitoba with notice for registration under Section 427. 4)Assignment of Fire Insurance including standard mortgage clause showing Bank of Montreal as first loss payable The credit facilities are subject to periodic and at least annual review. The next credit review shall be due August 31, 2017 based on our reporting requirements. An annual review fee of $1,500 will be charged annually in concurrence with the review. The Borrower will be responsible, in addition to those fees outlined above, for the following: I)
All legal costs including those of the Bank's solicitor, accounting and other professional fees, registry searches and registration fees for searching, preparing, execution and registration of all loan and security documentation. 2) All reasonable out of pocket expenses incurred by the Bank in connection with the establishment, administration and enforcement of the facility and the obtaining of applicable security. | ||
Legal Fees & Related Costs: | |||
Cash Management: | Various
cash management banking services are available to enhance convenience, reduce operating costs, and earn interest on surplus funds. We would be pleased to outline these options for you at your convenience. |
D. ACCEPTANCE: Accepted this 30 day of March ,2017. | ||
THE
BOLT SUPPLY HOUSE LTD. | BANK OF MONTREAL | |
/s/ Doug Drury | /s/ Matt Vandenbergh | |
Per: Vice-President, Finance | Matt Vandenbergh, Relationship Manager | |
/s/
Jen Kirnbauer | ||
Per: | Jen Kirnbauer, Commercial Account Advisor | |
Advance: Advances: Bankers'
Acceptances | SCHEDULE A DEFINITIONS Each use of the Facilities is an "Advance" and all such usages outstanding at any time are "Advances". Borrowing by the Borrower and any reference relating to the amount of Advances shall mean the sum of the principal amount of all outstanding Advances An instrument denominated in Canadian dollars, drawn by the Borrower and accepted by BMO in accordance with this Commitment Letter, and includes a "depository note" within the meaning of the Depository Bills and Notes Act (Canada) and a bill of exchange within the meaning of the Bills of Exchange Act (Canada). A stamping fee will be charged by BMO on each Advance evidenced by a Bankers' Acceptance. |
Government
of Canada Bond Rate LIBOR Rate | Benchmark bond yields published by the Bank of Canada based on mid-market closing yields of selected Government of Canada bond issues that mature approximately in the indicated terms. With respect to any 30, 60, 90, 180 or 360-day period, the annual rate of interest at which BMO, in accordance with its normal practice, would be prepared to offer deposits of U.S. dollars to leading banks in the London Interbank Market for delivery on the first day of the applicable period, with a maturity comparable to the applicable period, at approximately 11:00 a.m., (London, England time) two Business Days prior to the commencement of such period, where for the purpose of this definition "Business Days" do not include days which are not regular business days in London or in New York. |
Mortgaged Property | Means the real property described in the Mortgage, all appurtenances thereto and all estates and interests therein, and includes all buildings, plant, machinery, crops, erections and improvements, fixed or otherwise, present or future, built, grown, placed or put thereon including all fences, heating equipment, plumbing equipment, antennae, radiators, mirrors, air-conditioning equipment, ventilating equipment, fire alarm and protective systems, lighting and lighting fixtures,
hay racks, barn fixtures, milking machine equipment, water tanks, pumps and windmills, water bowls and pipes, feed boxes, litter carriers and tracks, mobile homes affixed to the real property, furnaces, boilers, oil burners, stokers, water heating equipment, cooking and refrigeration equipment, window blinds, floor coverings, storm windows, storm doors, window screens, door screens, shutters and awnings, all apparatus and equipment appurtenant thereto, and all other fixtures and accessions of any kind or nature. |
Net
Operating Income: | For any fiscal year of the Borrower means the gross annual revenue actually received by the Borrower during such fiscal year from tenants pursuant to Leases, less the Borrower's operating expenses and management fees actually paid, and structural reserves, market vacancy allowance and had debt allowance taken or allowed for, in each case related to the Mortgaged Property during such fiscal year, each in an amount satisfactory to BMO based on reasonable industry standards but with no deduction for depreciation, amortization or interest expense. |
Prime Rate: Tangible Net Worth: US Base Rate | On any day, the annual rate of interest established by BMO and in effect on such day as the reference rate used to determine the rate of interest charged on Canadian dollar loans to commercial customers in Canada, and designated by BMO as its "Prime Rate". The book value of the shareholder's equity in the corporation plus loans made by the shareholders to the corporation that are assigned, postponed and subordinated
in favour of BMO, less any goodwill, amounts due from officers and non-arm's-length entities, long term investments, leasehold improvements, future income tax, patents, or other such assets as are properly classified as "intangible", all as determined by BMO. On any day, the floating annual rate of interest established by BMO and in effect on such day as the reference rate used to determine the rate of interest charged on U.S. dollar loans to commercial customers in Canada, and designated by BMO as its "US Base Rate". |
Assignment: | This Commitment Letter shall be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns. The Borrower shall not assign any of its rights or obligations hereunder without the prior written consent of BMO. BMO may assign all or part of its rights or obligations under this Commitment Letter or in respect of any Facility or any Security to any person. |
Confidentiality: | The Borrower and each Guarantor
agrees that, without the prior written consent of BMO, it shall not provide this Commitment Letter to, nor discuss the terms and structure of this offering with, any party other than its employees, lawyers and financial advisors (but not commercial lenders). The Borrower and each Guarantor consents to the release of information provided to BMO in connection with this Commitment Letter and the Facilities to BMO Financial Group business groups, affiliates and subsidiaries for the purpose of assisting BMO in supporting the Borrower with its strategic plans. |
Conflicts: | All terms and conditions of BMO's usual and customary security documents and supporting
documents shall be deemed to be incorporated in and form part of this commitment. In the event of any conflict or inconsistency between this Commitment Letter and the terms of any security or supporting document given in connection with this Commitment Letter, any Facility or the Security, the terms of the security or supporting documents shall prevail. |
Entire Agreement; Waivers | This Commitment Letter supersedes and replaces all prior discussions, and letters and agreements (if any) describing the |
Severability; Amendments: | terms
and conditions of the facilities contained in this Commitment Letter. This Commitment Letter does not, however, serve to operate as a novation. To the extent necessary, BMO reserves all of its rights in respect of any security that has previously been granted to secure the obligations with respect to the Facilities. The failure of BMO to require performance by the Borrower or any Guarantor of any provision of this Commitment Letter shall in no way affect the right thereafter to enforce such provision; nor shall the waiver by BMO of any breach of any covenant, condition or proviso of this Commitment Letter be taken or held to be a waiver of any further breach of the same covenant, condition or proviso. If any provision of this Commitment Letter is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision and the remainder of this Commitment Letter shall continue in full force and effect. No change
or modification of this Commitment Letter is binding upon the parties unless it is in writing and signed by all parties. |
Evidence of Debt: | The Borrower acknowledges that the actual recording of the amount of any advance or repayment under the Facilities, and interest, fees and other amounts due in connection with the Facilities, in the accounts of the Borrower maintained by BMO, shall constitute prima facie evidence of the Borrower's indebtedness and liability from time to time under this Commitment Letter; provided that the obligation of the Borrower to pay or repay any indebtedness and liability in accordance with this Commitment Letter shall not be affected by the failure of BMO to make such recording |
Expenses: | All
costs and expenses incurred by BMO in establishing, documenting and operating the Facilities (including, but not limited to, legal, appraisal and consulting fees and costs) and in connection with the enforcement of the loan doCumentation are for the account of the Borrower and the Borrower agrees to pay the same in full whether or not this transaction is completed as contemplated herein. |
Holdbacks: | In the event the Borrower fails to satisfy any condition hereunder which is required to be met prior to receiving any Advance under a Facility, BMO may, at its option and in its sole discretion, provide such Advance to the Borrower subject to a holdback of funds to address |
Increased Costs, Taxes, Risks, | The Borrower will reimburse any costs BMO incurs in performing its obligations under the Facilities resulting from any |
etc. | change in law, including any reserve or special deposit requirement or any tax or capital requirement or any change in the compliance of BMO therewith, that has the effect
of increasing the cost of funding to BMO or reducing the effective return on its capital. All loan repayments shall be made free and clear of any present and future taxes, withholdings or any other deductions. Upon the occurrence of any event which is deemed, in 13MO's sole discretion, to increase risk to BMO in respect of any Facility, BMO may review the pricing of any Facility. |
Indemnification: | The Borrower and each Guarantor jointly and severally agree to indemnify BMO from and against any and all losses, claims, damages and liabilities arising from activities under or contemplated under this Commitment Letter, any Facility or the Security other than those arising solely as a result of I3MO's gross negligence or wilful misconduct. |
Joint
and Several: | Where more than one person is liable as Borrower or Guarantor for any obligation under or in connection with this Commitment Letter, then the liability of each such person for such obligation is joint and several with each other such person. |
Language: | It is the express wish of the parties that this agreement and any related documents be drawn up and executed in English. Les parties conviennent que la prosente convention et tous les documents s'y rattachant soient rediges et signs en anglais. |
Review: | BMO
retains the right to review the Facilities at any time and at least annually. |
- | Signed Commitment Letter |
- | Evidence
of corporate (or other) status and authority |
- | Completion of all facility documentation and account agreements and authorities, as applicable |
- | Compliance with all representations and warranties contained herein |
- | Compliance
with all cotenants (financial and non-financial) contained herein No Event of Default (defined herein) shall have occurred and be continuing Compliance with all laws (including environmental) |
- | Payment of all fees and expenses |
- | Receipt of all necessary material governmental, regulatory and other third party approvals (including environmental approvals and certificates) |
- | Satisfactory
due diligence (including, without limitation, anti-money laundering, proceeds of crime and "know your customer" requirements and procedures, environmental and insurance due diligence) |
- | Nothing shall have occurred since the date of the latest financial statements provided to BMO (Dated: Feb 29 2016 ) or after the date of |
- | Repayment
of all existing indebtedness (excluding permitted indebtedness) |
- | Satisfactory review by BMO (or, at BMO's option and the Borrower's expense, an insurance consultant) of insurance policies issued to the Borrower(s) and/or the Guarantor(s) and compliance with any changes required to satisfy BMO's insurance requirements |
- | Disclosure of all material contingent obligations |
- | Confirmation
that no shares of the Borrower held by the principal shareholders have been pledged as security for any financial or other indebtedness |
- | Corporate taxes of the Borrower [and personal taxes of the principal shareholder] are to be confirmed current and up-to-date |
- | Satisfactory evidence that all other taxes payable by the Borrower [and Guarantor] (including, without limitation, GST, HST, sales tax, and withholdings) have been paid to date |
- | All
Canadian bank accounts of the Borrower [and corporate Guarantors] are to be maintained with BMO Any other document or action which BMO may reasonably require |
- | Payment of all indebtedness due in connection with this Commitment Letter or any Facility |
- | Maintenance
of corporate existence and status |
- | Payment of all taxes (including, without limitation, corporate, GST, FIST, sales tax and withholdings) |
- | Compliance with all laws, regulations and applicable permits or approvals (including health, safety and employment standards, labour codes and environmental laws) |
- | Compliance
with all material agreements |
- | Maintenance of property and assets in good working condition |
- | Use of proceeds to be consistent with the approved purpose |
- | Notices of default, material litigation, and regulatory proceedings to be provided to BMO on a timely basis - Access by BMO to books
and records; BMO to have right to inspect property to which its security applies |
- | No assumption of additional indebtedness or guarantee obligations by Borrower without prior written consent of BMO |
- | No liens or encumbrances on any assets except with the prior written consent of BMO |
- | No
change of control or ownership of the Borrower or any Guarantor without the prior written consent of BMO |
- | No disposition of property or assets (except in the ordinary course of business) without the prior written consent of BMO |
- | No material judgments or material legal action initiated against the Borrower and/or any Guarantor(s) - No material acquisitions, hostile takeovers, mergers or amalgamations without BMO's prior written approval |
- | No
financial assistance, investments, employee loans or affiliate transactions, except for those held at the date of this Commitment Letter and in amounts approved by BMO, and subject to ongoing compliance with the other covenants contained in this Commitment Letter |
- | No sale and leaseback transactions |
- | Borrower will not, without BMO's prior written consent, request or accept any prepayments of rent pursuant to any lease in connection with the Mortgaged Property except for the last month's rent |
- | Borrower
will not charge any rent to any tenant of any part of the Mortgaged Property in excess of the amount of rent then permitted by applicable law |
- | It has the corporate status, power and authority to enter into this Commitment Letter and any agreement
executed in connection with a Facility or any Security to which it is a party, and to performs its obligations hereunder and thereunder |
- | All factual
information that has been provided to BMO for purposes of or in connection with this Commitment Letter or any |
- | Since December 31 2014, no event, development or circumstance has occurred that has had or could reasonably be expected |
- | There
is no material litigation pending against it or, to its knowledge, threatened against or affecting it |
- | It has timely filed or caused to be filed all required tax returns and reports and has paid or caused to be paid all required taxes |
- | It has good and marketable title to its properties and assets |
- | It has ownership of and/or sufficient rights in any material intellectual property |
- | It maintains insurance policies and coverage that provides sufficient insurance coverage in at least such amounts and against at least such risks as are usually insured against in the same general area by persons in the same or a similar business |
- | It
is not in default nor has any event or circumstance occurred which, but for the passage of time or the giving of notice, or |
- | Failure
to pay any interest, principal, fees or other amounts due in connection with this Commitment Letter or any of the Facilities |
- | Breach by the Borrower or any Guarantor of any covenant or agreement under or in connection with this Commitment Letter or any of the Facilities |
- | Inaccurate or false representations or warranties made by the Borrower or any Guarantor
under or in connection with this Commitment Letter |
- | The Commitment Letter or any document executed in connection therewith or in connection with a Facility or the Security is repudiated by the Borrower or any Guarantor or is no longer in force and effect |
- | A material adverse change occurs in the financial condition, business, property or prospects of the Borrower or any Guarantor, as determined by HMO |
- | Change of ownership or control occurs without BMO's prior consent |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/4/19 | |||
| For Period end: | 12/31/18 | 4, DEF 14A | ||
| 8/31/17 | ||||
| List all Filings | ||||