Acquisitions (Notes)

12 Months Ended

Dec. 31, 2017

Acquisitions [Abstract]

Business Combination Disclosure [Text Block]

Acquisitions

2017

In October, 2017, the Company acquired The Bolt Supply House Ltd., based in Calgary, Canada, for a purchase price of approximately $32.3 million, The purchase price was funded with cash on hand and utilization of Lawson Products’ existing credit facility. Bolt is a leading Canadian distributor of high quality fasteners, power tools and industrial MRO supplies, with 13 branch locations throughout Alberta, Saskatchewan, and Manitoba, Canada. The acquisition was made to add to the Company's revenue and earnings and expand distribution coverage in Western Canada.

The purchase price of the acquisition was allocated to the fair market value of Bolt's assets and liabilities on the acquisition date. The fair market value appraisals of the majority of the assets and liabilities were determined third party valuation firms including intangible assets of $7.2 million for trade names and $4.2 million for customers relationships and their estimated useful lives of 15 and 12 years, respectively. The $14.2 million allocated to goodwill reflects the purchase price less the fair market value of the identifiable net assets. The appropriate fair values of the assets acquired and liabilities assumed, and the related tax balances, are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the purchase price measurement period as the Company finalizes the valuations of the assets acquired and liabilities assumed, and the related tax balances. Such changes could result in material variances between the Company's future financial results and the amounts presented in the unaudited pro forma information, including variances in the estimated purchase price, fair values recorded and expenses associated with these items. Further operating details related to the operations of Bolt subsequent to the acquisition are included in Note 16 - Segment information.

2016

Primarily to expand its sales coverage and retain experienced sales representatives, the Company completed three acquisitions in 2016. In November, the Company acquired the assets of Mattic Industries Limited ("Mattic") an industrial parts distributor located in western Canada, for approximately $3.5 million in cash and $0.3 million in contingent consideration. In May, the Company acquired the assets of F.B. Feeney Hardware ("F. B. Feeney") in Ontario, Canada, for approximately $1.3 million in cash and $0.1 million in contingent consideration. And, in March, the Company acquired the assets of Perfect Products Company of Michigan ("Perfect Products"), an auto parts distributor for approximately $1.3 million in cash and $30 thousand in contingent consideration.

The Company allocated $0.7 million of the purchase price of the three acquisitions to an intangible asset for customer relationships which will be amortized over five years. Total contingent consideration of $0.4 million was not reflected in the condensed consolidated statement of cash flows.

2015

The Company acquired one Company in 2015, West Coast Fasteners LTD (West Coast"), an auto parts distributor located in western Canada for approximately $0.4 million in cash.

A summary of the purchase price allocation of the acquisitions is as follows:

	(Dollars in thousands)
	December 31,
	2017		2016		2015
Cash paid and liabilities assumed
Cash paid	$	32,286	$	6,030	$	441
Deferred tax liability	3,065		—		—
Other liabilities	2,434		188		—
Contingent consideration	—		412		—
	$	37,785	$	6,630	$	441
Fair value of assets acquired
Goodwill	$	14,176	$	5,231	$	299
Trade names	7,241		—		—
Inventory	6,315		584		137
Customer relationships	4,186		733		—
Accounts receivable	3,323		—		—
Property, plant and equipment	1,796		—		—
Other assets	748		82		5
	$	37,785	$	6,630	$	441

Additional acquisition expenses of $0.7 million, $0.6 million and $0.3 million were recorded as a component of General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss) for 2017, 2016 and 2015, respectively.

The following table contains unaudited pro forma net sales and net income (loss) for Lawson Products assuming the Bolt acquisition closed on January 1, 2016, the Mattic, F.B Feeney and Perfect Product acquisitions closed on January 1, 2015 and the West Coast acquisition closed on January 1, 2014.

	(Dollars in thousands)
	Year Ended December 31,
	2017		2016			2015
Net Sales
Actual	$	305,907	$	276,573		$	275,834
Pro forma	$	331,522	$	308,250		$	283,573
Net income (loss)
Actual	$	29,688	$	(1,629	)	$	297
Pro forma	$	31,083	$	(1,148	)	$	317

The pro forma disclosures in the table above include adjustments for, amortization of intangible assets, interest expense, tax expenses and the impact of pro forma adjustments and acquisition costs to reflect results that are more representative of the combined results of the transactions as if the Bolt acquisition closed on January 1, 2016, the Mattic, F.B Feeney and Perfect Product acquisitions closed on January 1, 2015 and the West Coast acquisition closed on January 1, 2014. This pro forma information utilizes certain estimates, is presented for illustrative purposes only and may not be indicative of the results of operation that would have actually occurred. In addition, future results may vary significantly from the results reflected in the pro forma information. The unaudited pro forma financial information does not reflect the impact of future events that may occur after the acquisition, such as anticipated cost savings from operating synergies.