17 unchanged sentences
The Company’s independent registered public accounting firm, BDO USA, LLP, has audited and issued a report on the Company’s internal controls over financial reporting as set forth in this annual report.
+Added: The Company is in the process of integrating Partsmaster, which was acquired from NCH Corporation on August 31, 2020, into its overall internal control over financial reporting.
+Added: Management elected to exclude the internal controls of Partsmaster from its assessment of the effectiveness of internal controls over financial reporting for the year ended December 31, 2020, as permitted by the SEC's interpretive guidance.
+Added: Partsmaster constituted 15.8% and 0.9% of total assets and net assets, respectively, as of December 31, 2020 and 6.4% of total revenue and 5.2% of net income for 2020.
Report of Independent Registered Public Accounting Firm
5 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company and subsidiaries as of December 31, 2019 and 2018, the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the accompanying index and our report dated February 27, 2020 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the accompanying index and our report dated February 26, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
8 unchanged sentences
We believe that our audit provides a reasonable basis for our opinion.
+Added: As indicated in the accompanying “Item 9A, Management’s Report on Internal Control over Financial Reporting,” management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Partsmaster, which was acquired on August 31, 2020, and which is included in the consolidated balance sheet of the Company as of December 31, 2020, and the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for the year then ended.
+Added: Partsmaster constituted 15.8% and 0.9% of total assets and net assets, respectively, as of December 31, 2020, and 6.4% and 5.2% of revenues and net income, respectively, for the year then ended.
+Added: Management did not assess the effectiveness of internal control over financial reporting of Partsmaster because of the timing of the acquisition which was completed on August 31, 2020.
+Added: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Partsmaster.
Definition and Limitations of Internal Control over Financial Reporting
10 unchanged sentences
There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: The Company is in the process of integrating Partsmaster, which was acquired from NCH Corporation on August 31, 2020, into its overall internal control over financial reporting.
+Added: Management elected to exclude the internal controls of Partsmaster from its assessment of the effectiveness of internal controls over financial reporting for the year ended December 31, 2020, as permitted by the SEC's interpretive guidance.
+Added: Partsmaster constituted 15.6% and 0.9% of total assets and net assets, respectively, as of December 31, 2020 and 6.4% of total revenue and 5.2% of net income for 2020.
OTHER INFORMATION.
14 unchanged sentences
EXECUTIVE COMPENSATION.
+Added: Lawson Products, Inc.
+Added: Notes to Consolidated Financial Statements
The information required by this Item is set forth in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 11, 2021, under the caption “Remuneration of Executive Officers,” which information is incorporated herein by reference.
3 unchanged sentences
The following table provides information as of December 31, 2020 regarding the number of shares of common stock that were available for issuance under the Company’s equity compensation plans which are described in greater detail in Note 18 in the Consolidated Financial Statements.
−Removed: Plan category
−Removed: Number of securities to be issued upon exercise of outstanding options, warrants and rights
+Added: Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights
(1) Weighted-average exercise price of outstanding options, warrants and rights
1 unchanged sentence
Equity compensation plans approved by security holders
+Added: 337,800 $27.70 247,042
Equity compensation plans not approved by security holders
−Removed: Includes potential common stock issuance of 90,909 from restricted stock awards, 178,118 from market stock units and 80,000 from stock options.
+Added: 337,800 $27.70 247,042
+Added: (1) Includes potential common stock issuance of 45,799 from restricted stock awards, 195,723 from market stock units, 80,000 from stock options and 16,278 from performance awards.
(2) Weighted-average exercise price of 80,000 stock options.
10 unchanged sentences
Description of Exhibit
+Added: Asset Purchase Agreement dated August 31, 2020, between the Company and NCH Corporation and NCH Canada, Inc., incorporated herein by reference to Exhibit 2.1 to the Company's Cur r ent Report on Form 8-K dated August 31, 2020.
3.1 Certificate of Incorporation of the Company, as amended, incorporated herein by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1988.
15 unchanged sentences
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 dated June 30, 2014.
−Removed: Change in Control Agreement effective October 16, 2015 by and between the Company and Shane McCarthy, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 16, 2015.
Lawson Products, Inc.
Notes to Consolidated Financial Statements
+Added: Change in Control Agreement effective October 16, 2015 by and between the Company and Shane McCarthy, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 16, 2015.
Employment Agreement dated as of August 14, 2017 by and between Lawson Products, Inc., an Illinois corporation, and Michael G.
19 unchanged sentences
as administrative agent, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 11, 2019.
−Removed: Lawson Products, Inc.
−Removed: Notes to Consolidated Financial Statements
+Added: First Amendment to Credit Agreement dated August 31, 2020, between the Company and JP Morgan Chase Bank, N.A.
+Added: as administrative agent, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated August 31, 2020.
+Added: Amendment of the Lawson Products, Inc.
+Added: Amended Stock Performance Plan (As Amended and Restated Effective January 24, 2017), dated December 23, 2020.
+Added: Amendment of the Lawson Products, Inc.
+Added: 2009 Equity Compensation Plan (As Amended and Restated Effective , 2017), dated December 23, 2020.
Subsidiaries of the Company.
2 unchanged sentences
Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Lawson Products, Inc.
+Added: Notes to Consolidated Financial Statements
Certification of Chief Financial Officer pursuant to 18 U.S.C.
2 unchanged sentences
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: XBRL Instance Document
−Removed: XBRL Taxonomy Extension Schema Document
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: XBRL Taxonomy Extension Definition Linkbase Document
−Removed: XBRL Taxonomy Extension Label Linkbase Document
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 101.INS XBRL Instance Document
+Added: 101.SCH XBRL Taxonomy Extension Schema Document
+Added: 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
* Indicates management employment contracts or compensatory plans or arrangements.
9 unchanged sentences
February 26, 2021
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below this twenty-seventh day of February, 2020, by the following persons on behalf of the registrant and in the capacities indicated.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below this twenty-sixth day of February, 2021, by the following persons on behalf of the registrant and in the capacities indicated.
+Added: Signature Title
/s/ Andrew B.
1 unchanged sentence
Steven Edelson
+Added: Bryan King Director
/s/ Charles D.
+Added: /s/ Bianca A.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.