SEC Form 10-Q filed by Lawson Products Inc.

11/3/22 7:51:06 AM ET

$LAWS

Industrial Machinery/Components

Capital Goods

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dsgr-20220930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


			☒			Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For quarterly period ended September 30, 2022


			☐			Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file Number: 0-10546

DISTRIBUTION SOLUTIONS GROUP, 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

DSGR

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	¨	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 October 24, 2022 was 19,400,005.

TABLE OF CONTENTS


		Page #
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	5

	Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 (Unaudited)	5

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2022 and 20 21 (Unaudited)	6

	Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three and N ine Months Ended September 30, 2022 and 20 21 (Unaudited)	7

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended Septem ber 30, 2022 and 20 21 (Unaudited)	9

	Notes to Condensed Consolidated Financial Statements (Unaudited)	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	57

Item 4.	Controls and Procedures	57

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	57

Item 1A.	Risk Factors	57

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66

Item 6.	Exhibits	66

	SIGNATURES	69


	September 30, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	25,171	$	14,671
Restricted cash	181		—
Accounts receivable, less allowance for doubtful accounts of $2,009 and $2,473, respectively	173,083		80,574
Inventories, net	260,840		132,717
Prepaid expenses and other current assets	26,769		8,098
Total current assets	486,044		236,060
Property, plant and equipment, net	64,765		9,079
Rental equipment, net	25,489		24,727
Goodwill	351,147		106,145
Deferred tax asset	201		266
Intangible assets, net	236,869		96,608
Cash value of life insurance	17,198		—
Right of use assets	44,682		19,662
Other assets	6,320		747
Total assets	$	1,232,715	$	493,294
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	96,886	$	47,958
Current portion of long-term debt	16,121		134,405
Current portion of lease obligation	9,994		4,641
Earnout derivative liability	12,700		—
Related party payables	—		4,813
Accrued expenses and other current liabilities	58,663		23,126
Total current liabilities	194,364		214,943
Long-term debt, less current portion, net	397,461		93,134
Security bonus plan	9,958		—
Deferred compensation	10,248		—
Lease obligation	38,169		16,132
Deferred tax liability	32,258		2,742
Other liabilities	3,510		574
Total liabilities	685,968		327,525
Commitments and contingencies (Note 18)
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 - 19,712,137 and 10,542,333 shares, respectively Outstanding - 19,400,005 and 10,294,824 shares, respectively	19,424		10,318
Capital in excess of par value	574,176		197,057
Retained deficit	(23,853)		(33,142)
Treasury stock – 312,132 and 247,509 shares, respectively	(12,475)		(10,033)
Accumulated other comprehensive (loss) income	(10,525)		1,569
Total stockholders’ equity	546,747		165,769
Total liabilities and stockholders’ equity	$	1,232,715	$	493,294


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

Revenue	$	347,151	$	132,090	$	822,572	$	391,069
Cost of goods sold	227,984		97,252		547,966		292,243
Gross profit	119,167		34,838		274,606		98,826

Selling, general and administrative expenses	97,140		29,347		245,478		85,614
Operating income (loss)	22,027		5,491		29,128		13,212

Interest expense	(6,097)		(3,976)		(16,704)		(12,482)
Loss on extinguishment of debt	—		—		(3,395)		—
Change in fair value of earnout liabilities	9,641		—		3,948		—
Other income (expense), net	(550)		(74)		224		(328)

Income (loss) before income taxes	25,021		1,441		13,201		402
Income tax expense (benefit)	8,480		216		3,912		606

Net income (loss)	$	16,541	$	1,225	$	9,289	$	(204)

Basic income (loss) per share of common stock	$	0.85	$	0.12	$	0.54	$	(0.02)

Diluted income (loss) per share of common stock	$	0.84	$	0.12	$	0.53	$	(0.02)

Comprehensive income (loss)
Net income (loss)	$	16,541	$	1,225	$	9,289	$	(204)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	(9,774)		175		(12,094)		172
Comprehensive income (loss)	$	6,767	$	1,400	$	(2,805)	$	(32)


	Common Stock			Capital in Excess of Par Value						Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity
	Outstanding Shares	$1 Par Value				Retained Deficit		Treasury Stock
Balance at December 31, 2021	10,294,824	$	10,318	$	197,057	$	(33,142)	$	(10,033)	$	1,569	$	165,769
Net income (loss)	—	—		—		(2,537)		—		—		(2,537)
Foreign currency translation adjustment	—	—		—		—		—		171		171

Shares issued	6,065	6		(6)		—		—		—		—
Tax withholdings related to net share settlements of stock-based compensation awards	(889)	—		33		—		(33)		—		—
Other	—	—		(95)		—		—		—		(95)
Balance at March 31, 2022	10,300,000	$	10,324	$	196,989	$	(35,679)	$	(10,066)	$	1,740	$	163,308
Net income (loss)	—	—		—		(4,715)		—		—		(4,715)
Foreign currency translation adjustment	—	—		—		—		—		(2,491)		(2,491)
Stock-based compensation	—	—		573		—		—		—		573
Shares issued	25,682	24		(24)		—		—		—		—
Deemed consideration for reverse acquisition	9,120,167	9,120		342,371		—		—		—		351,491
Reclassification of issuable shares from earnout derivative liability	—	—		26,593		—		—		—		26,593
Fair value adjustment of stock-based compensation awards	—	—		1,910		—		—		—		1,910
Tax withholdings related to net share settlements of stock-based compensation awards	(1,867)	—		—		—		(78)		—		(78)
Settlement of related party liability	—	—		5,276		—		—		—		5,276
Other	—	—		(39)		—		—		—		(39)
Balance at June 30, 2022	19,443,982	$	19,468	$	573,649	$	(40,394)	$	(10,144)	$	(751)	$	541,828
Net income (loss)	—	—		—		16,541		—		—		16,541
Foreign currency translation adjustment	—	—		—		—		—		(9,774)		(9,774)
Stock-based compensation	—	—		489		—		—		—		489
Shares issued	17,992	18		(18)		—		—		—		—


Repurchase of common stock	(54,089)	(54)		54		—		(1,940)		—		(1,940)
Tax withholdings related to net share settlements of stock-based compensation awards	(7,880)	(8)		8		—		(391)		—		(391)

Other	—	—		(6)		—		—		—		(6)
Balance at September 30, 2022	19,400,005	$	19,424	$	574,176	$	(23,853)	$	(12,475)	$	(10,525)	$	546,747


	Common Stock			Capital in Excess of Par Value						Accumulated Other Comprehensive Income		Total Stockholders' Equity
	Outstanding Shares	$1 Par Value				Retained Deficit		Treasury Stock
Balance at December 31, 2020	10,233,223	$	10,233	$	180,609	$	(28,090)	$	(9,015)	$	1,511	$	155,248
Net income (loss)	—	—		—		(1,890)		—		—		(1,890)
Foreign currency translation adjustment	—	—		—		—		—		168		168
Shares issued	6,523	6		(6)		—		—		—		—
Tax withholdings related to net share settlements of stock-based compensation awards	(303)	—		13		—		(13)		—		—
Balance at March 31, 2021	10,239,443	$	10,239	$	180,616	$	(29,980)	$	(9,028)	$	1,679	$	153,526
Net income (loss)	—	—		—		461		—		—		461
Foreign currency translation adjustment	—	—		—		—		—		(171)		(171)
Shares issued	12,383	12		(12)		—		—		—		—
Balance at June 30, 2021	10,251,826	$	10,251	$	180,604	$	(29,519)	$	(9,028)	$	1,508	$	153,816
Net income (loss)	—	—		—		1,225		—		—		1,225
Foreign currency translation adjustment	—	—		—		—		—		175		175
Equity consideration for purchase of business	—	—		4,194		—		—		—		4,194
Capital contribution	—	—		9,233		—		—		—		9,233
Shares issued	1,355	2		(2)		—		—		—		—
Tax withholdings related to net share settlements of stock-based compensation awards	(412)	—		20		—		(20)		—		—
Other	—	—		—		—		—		42		42
Balance at September 30, 2021	10,252,769	$	10,253	$	194,049	$	(28,294)	$	(9,048)	$	1,725	$	168,685



(in thousands, except share data)	April 1, 2022
Number of DSG common shares exchanged	9,120,167
DSG closing price per common stock on March 31, 2022	$	38.54
Fair value of shares exchanged	$	351,491

Other consideration(1)	1,910

Total consideration exchanged	$	353,401


(in thousands)	Merger Date		Measurement Period Adjustments		Adjusted Total
Current assets	$	148,308	$	—	$	148,308
Property, plant and equipment	57,053		361		57,414
Right of use assets	17,571		687		18,258
Other intangible assets	119,060		—		119,060
Deferred tax liability, net of deferred tax asset	(26,237)		39		(26,198)
Other assets	18,373		—		18,373
Current liabilities	(71,097)		(68)		(71,165)
Long-term obligations	(25,722)		20		(25,702)
Lease and financing obligations	(29,474)		647		(28,827)
Derivative earnout liability	(43,900)		—		(43,900)

Goodwill	189,466		(1,686)		187,780
Total consideration exchanged	$	353,401	$	—	$	353,401


(in thousands)	Fair Value		Estimated Life (in years)
Customer relationships	$	76,050	19
Trade names	43,010		8
Total other intangible assets	$	119,060


(in thousands)	Interworld Highway LLC		Resolux		Frontier		National Test Equipment
Acquisition date	April 29, 2022		January 3, 2022		March 31, 2022		June 1, 2022		Total
Current assets	$	15,018	$	8,551	$	3,381	$	2,789	$	29,739
Property, plant and equipment	313		459		1,065		642		2,479
Right of use assets	—		1,125		9,313		—		10,438
Other intangible assets:
Customer relationships	6,369		11,400		9,300		2,100		29,169
Trade names	4,600		6,100		3,000		—		13,700

Other assets	10		1,745		—		—		1,755
Accounts payable	(8,856)		(3,058)		(778)		(2,268)		(14,960)

Accrued expenses and other liabilities	—		(939)		(1,461)		(1,169)		(3,569)
Lease obligation	—		(1,125)		(9,313)		—		(10,438)



Goodwill	37,236		6,498		11,667		5,701		61,102
Total purchase consideration exchanged, net of cash acquired	$	54,690	$	30,756	$	26,174	$	7,795	$	119,415


(in thousands)	Omni		NEF(1)		SIS		MCS
Acquisition date	June 8, 2021		November 1, 2021		December 31, 2021		July 31, 2021		Total
Current assets	$	2,259	$	17,882	$	3,541	$	6,521	$	30,203
Property, plant and equipment	600		589		125		—		1,314
Right of use assets	—		1,774		799		—		2,573
Other intangible assets:
Customer relationships	2,530		5,007		4,800		2,621		14,958
Trade names	200		2,503		1,500		41		4,244
Other intangible assets	9		—		380		—		389
Other assets	—		1,236		10		—		1,246
Accounts payable	(50)		(3,506)		(1,464)		(2,523)		(7,543)

Accrued expenses and other liabilities	—		(3,332)		—		(685)		(4,017)
Lease obligation	—		(1,774)		(799)				(2,573)



Goodwill	953		—		3,010		7,245		11,208
Gain on bargain purchase	—		(1,363)		—		—		(1,363)
Total purchase consideration exchanged, net of cash acquired	$	6,501	$	19,016	$	11,902	$	13,220	$	50,639


(in thousands)	Three Months Ended September 30, 2022						Three Months Ended September 30, 2021
	Lawson		Other Acquisitions		Total		Lawson		Other Acquisitions		Total
Revenue	$	126,693	$	71,216	$	197,909	$	—	$	2,803	$	2,803
Net Income	$	8,282	$	4,363	$	12,645	$	—	$	545	$	545

	Nine Months Ended September 30, 2022						Nine Months Ended September 30, 2021
	Lawson		Other Acquisitions		Total		Lawson		Other Acquisitions		Total
Revenue	$	250,364	$	146,742	$	397,106	$	—	$	3,271	$	3,271
Net Income	$	12,883	$	12,651	$	25,534	$	—	$	233	$	233


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021

United States	$	284,771	$	118,520	$	668,504	$	351,911
Canada	36,879		2,357		82,931		10,151
Europe	13,391		3,400		35,377		6,916
Pacific Rim	2,549		3,146		7,711		9,582
Latin America	8,501		2,278		24,853		7,097
Other	1,060		2,389		3,196		5,412
Total revenue	$	347,151	$	132,090	$	822,572	$	391,069



(in thousands)	September 30, 2022		December 31, 2021
Land	$	9,447	$	1,700
Buildings and improvements	26,869		2,930
Machinery and equipment	20,137		4,389
Capitalized software	7,780		3,407
Furniture and fixtures	6,119		2,700
Vehicles	1,697		798
Construction in progress(1)	8,222		12
Total	80,271		15,936
Accumulated depreciation and amortization	(15,506)		(6,857)
Property, plant and equipment, net	$	64,765	$	9,079



(in thousands)	Lawson		TestEquity		Gexpro Services		All Other		Total
Balance at December 31, 2021	$	—	$	70,112	$	36,033	$	—	$	106,145
Acquisitions(1)	160,205		42,313		17,962		27,575		248,055

Impact of foreign exchange rates	(403)		—		—		(2,650)		(3,053)
Balance at September 30, 2022	$	159,802	$	112,425	$	53,995	$	24,925	$	351,147



	September 30, 2022						December 31, 2021
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Trade names	$	92,854	$	(14,641)	$	78,213	$	36,345	$	(8,356)	$	27,989
Customer relationships	193,093		(39,339)		153,754		89,062		(25,423)		63,639
Other (1)	7,964		(3,062)		4,902		7,370		(2,390)		4,980
Total	$	293,911	$	(57,042)	$	236,869	$	132,777	$	(36,169)	$	96,608


(in thousands)	Amount
Balance at December 31, 2021	$	(7,827)
Additions charged to expense	(3,814)

Write-offs	2,151
Balance at September 30, 2022	$	(9,490)


(in thousands)	Amortization
Remaining 2022	$	8,039
2023	35,139
2024	34,621
2025	31,218
2026	28,520
2027	24,052
Thereafter	75,280
Total	$	236,869



		Three Months Ended September 30,				Nine Months Ended September 30,
Lease Type	Classification	2022		2021		2022		2021

Operating Lease Expense (1)	Operating expenses	$	4,519	$	1,504	$	10,581	$	4,391
Financing Lease Amortization	Operating expenses	207		77		471		220
Financing Lease Interest	Interest expense	37		15		68		44
Financing Lease Expense		244		92		539		264
Net Lease Cost		$	4,763	$	1,596	$	11,120	$	4,655


Maturity Date of Lease Liabilities	Operating Leases		Financing Leases		Total

Year one	$	6,657	$	332	$	6,989
Year two	11,485		828		12,313
Year three	9,336		544		9,880
Year four	7,241		333		7,574
Year five	6,130		268		6,398
Subsequent years	15,504		117		15,621
Total lease payments	56,353		2,422		58,775
Less: Interest	(10,369)		(243)		(10,612)
Present value of lease liabilities	$	45,984	$	2,179	$	48,163


Lease Type	Weighted Average Term in Years	Weighted Average Interest Rate

Operating Leases	5.8	6.8%
Financing Leases	3.3	6.3%


(in thousand)	September 30, 2022		December 31, 2021
Accrued stock-based compensation	$	2,060	$	—
Accrued compensation	20,772		5,997
Accrued and withheld taxes, other than income taxes	6,690		880
Accrued income taxes	319		4,170
Accrued customer rebates	4,290		2,657
Accrued severance	977		—
Accrued interest	4,553		1,515
Deferred revenue	1,120		485
Accrued health benefits	1,282		59
Other	16,600		7,363
Total accrued expenses and other current liabilities	$	58,663	$	23,126


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except share and per share data)	2022		2021		2022		2021

Basic income per share:
Net income (loss)	$	16,541	$	1,225	$	9,289	$	(204)
Basic weighted average shares outstanding	19,439,996		10,252,770		17,143,814		10,252,760
Basic income (loss) per share of common stock	$	0.85	$	0.12	$	0.54	$	(0.02)

Diluted income per share:
Net income (loss)	$	16,541	$	1,225	$	9,289	$	(204)
Basic weighted average shares outstanding	19,439,996		10,252,770		17,143,814		10,252,760
Effect of dilutive securities	213,358		315,158		313,253		—





Diluted weighted average shares outstanding	19,653,354		10,567,928		17,457,067		10,252,760
Diluted income (loss) per share of common stock	$	0.84	$	0.12	$	0.53	$	(0.02)
Anti-dilutive securities excluded from the calculation of diluted income per share	246,957		—		248,000		307,908


	Three Months Ended September 30,						Change
(Dollars in thousands)	2022			2021			Amount		%

Revenue	$	109,418		$	—		$	109,418	—	%
Cost of goods sold	53,183			—			53,183		—	%
Gross profit	56,235			—			$	56,235	—	%
Selling, general and administrative expenses	50,883			—			50,883		—	%
Operating income (loss)	$	5,352		$	—		$	5,352	—	%

Gross profit margin	51.4		%	—		%

Adjusted EBITDA(1)	$	9,670		$	—		$	9,670	—	%


	Three Months Ended September 30,						Change from Adjusted 2021
(Dollars in thousands)	2022			Adjusted 2021(1)			Amount		%

Revenue	$	109,418		$	93,686		$	15,732	16.8	%
Cost of goods sold	53,183			42,559			10,624		25.0	%
Gross profit	56,235			51,127			5,108		10.0	%
Selling, general and administrative expenses	50,883			47,639			3,244		6.8	%
Operating income (loss)	$	5,352		$	3,488		$	1,864	53.4	%

Gross profit margin	51.4		%	54.6		%

Adjusted EBITDA(2)	$	9,670		$	7,560		$	2,110	27.9	%


	Nine Months Ended September 30,						Adjusted Change
(Dollars in thousands)	Adjusted 2022(1)			Adjusted 2021(1)			Amount		%

Revenue	$	321,654		$	281,877		$	39,777	14.1%
Cost of goods sold	153,104			130,441			22,663		17.4%
Gross profit	168,550			151,436			17,114		11.3%
Selling, general and administrative expenses	154,662			141,249			13,413		9.5%
Operating income (loss)	$	13,888		$	10,187		$	3,701	36.3%

Gross profit margin	52.4		%	53.7		%

Adjusted EBITDA(2)	$	27,119		$	23,551		$	3,568	15.2%

SEC Form 10-Q filed by Lawson Products Inc.

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(in thousands)	September 30, 2022		September 30, 2021		Change
Net cash provided by (used in) operating activities	$	(19,280)	$	17,137	$	(36,417)
Net cash provided by (used in) investing activities	$	(120,550)	$	(26,975)	$	(93,575)
Net cash provided by (used in) financing activities	$	151,820	$	11,212	$	140,608


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
July 1 through July 31, 2022	—	$	—	—	$	4,512,000
August 1 through August 31, 2022	—	—		—	4,512,000
September 1 through September 30, 2022	54,089	$	35.86	54,089	2,572,000		(1)
Total	54,089	—		54,089


Exhibit #
2.1†			Agreement and Plan of Merger, dated as of December 29, 2021, by and among LKCM TE Investors, LLC, TestEquity Acquisition, LLC, Lawson Products, Inc. and Tide Sub, LLC, incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 000-10546) filed January 4, 2022.
2.2†			Agreement and Plan of Merger, dated as of December 29, 2021, by and among 301 HW Opus Investors, LLC, 301 HW Opus Holdings, Inc., Lawson Products, Inc. and Gulf Sub, Inc., incorporated herein by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K (File No. 000-10546) filed January 4, 2022.
3.1			Amended and Restated Certificate of Incorporation of the Company, as amended by the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company effective as of May 5, 2022 , incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-10546) for the quarter ended June 30, 2022.
3.2			Amended and Restated By-Laws of the Company effective as of May 5, 2022, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 000-10546) filed May 5, 2022.
10.1*			Lawson Products, Inc. Executive Deferral Plan (as Amended and Restated Effective November 1, 2015), incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q (File No. 000-10546) for the quarter ended September 30, 2021.
10.2*			Lawson Products, Inc. Amended Stock Performance Plan (as Amended and Restated Effective January 24, 2017), incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q (File No. 000-10546) for the quarter ended September 30, 2021.
10.3*			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.
10.4*			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.


10.5*			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) filed May 3, 2019.
10.6*			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) filed May 3, 2019.
10.7*			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.
10.8*			Form of Award Agreement under the 2009 Equity Compensation Plan (Target Units, SPRs and Restricted Units), incorporated by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q (File No. 000-10546) for the quarter ended September 30, 2021.
10.9*			Form of Award Agreement under the 2009 Equity Compensation Plan (MSU Target Units, ROIC Target Units and Restricted Units), incorporated by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q (File No. 000-10546) for the quarter ended September 30, 2021.
10.10*			Form of Award Agreement under the 2009 Equity Compensation Plan (MSU Target Units, ROIC Target Units and Restricted Units), incorporated by reference to Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q (File No. 000-10546) for the quarter ended September 30, 2021.
10.11*			Lawson Products, Inc. 2021 Annual Incentive Plan Summary, incorporated by reference to Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q (File No. 000-10546) for the quarter ended September 30, 2021.
10.12*			Form of Indemnification Agreement for Directors and Officers, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 000-10546) filed September 19, 2008.
10.13*			Form of Change in Control Agreement for Officers, incorporated by reference to Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q (File No. 000-10546) for the quarter ended September 30, 2021.
10.14*			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) filed August 17, 2017.
10.15*			Amendment No.1 to the Employment Agreement entered into on April 11, 2018 between Lawson Products, Inc., an Illinois corporation, 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) filed April 11, 2018.
10.16*			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) filed September 4, 2012.
10.17*			Retirement and Consulting Agreement, dated as of March 2, 2021, by and between Lawson Products, Inc., an Illinois corporation, 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) filed March 5, 2021.
10.18			Voting Agreement, dated as of December 29, 2021, by and among Lawson Products, Inc. and Luther King Capital Management Corporation, incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 000-10546) filed January 4, 2022.
10.19†			Amended and Restated Credit Agreement, dated as of April 1, 2022, by and among Lawson Products, Inc., the subsidiaries of Lawson Products, Inc. party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent , incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 000-10546) filed April 4, 2022 .
10.20			Registration Rights Agreement, dated as of April 1, 2022, by and among Lawson Products, Inc., 301 HW Opus Investors, LLC and LKCM TE Investors, LLC, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-10546) filed April 4, 2022 .
10.21*			Retirement and Consulting Agreement, dated as of April 4, 2022, by and between Lawson Products, Inc., an Illinois corporation, and Michael G. DeCata, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-10546) filed April 8, 2022 .
10.22*			Employment Agreement, dated as of April 4, 2022, by and between Lawson Products, Inc., an Illinois corporation, and Cesar A. Lanuza , incorporated by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q (File No. 000-10546) for the quarter ended June 30, 2022.
31.1**			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**			Certification of Chief Financial Officer 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 906 of the Sarbanes-Oxley Act of 2002


101			The following financial statements from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statement of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.
101.INS			Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH**			Inline XBRL Taxonomy Extension Schema Document
101.CAL**			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104			The cover page from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL and contained in Exhibit 101


		DISTRIBUTION SOLUTIONS GROUP, INC.
		(Registrant)

Dated:	November 3, 2022	/s/ J. Bryan King
		J. Bryan King Chairman and Chief Executive Officer (principal executive officer)


Dated:	November 3, 2022	/s/ Ronald J. Knutson
		Ronald J. Knutson Executive Vice President and Chief Financial Officer (principal financial officer)


Dated:	November 3, 2022	/s/ David S. Lambert
		David S. Lambert Vice President, Controller and Chief Accounting Officer (principal accounting officer)