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Simpson Manufacturing Co., Inc. - Quarter Report: 2023 June (Form 10-Q)



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 the quarterly period ended: June 30, 2023
 
OR 
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: 1-13429
 
Simpson Manufacturing Co., Inc.
(Exact name of registrant as specified in its charter) 
Delaware 94-3196943
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
 
5956 W. Las Positas Blvd., Pleasanton, CA 94588
(Address of principal executive offices, including zip code) 
(925) 560-9000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareSSDNew York Stock Exchange
 
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 o
 
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 o
 
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 filerý  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. o 

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 of the registrant’s common stock outstanding as of July 31, 2023: 42,672,848



Simpson Manufacturing Co., Inc. and Subsidiaries

TABLE OF CONTENTS

Part I - Financial Information
Item 1 - Financial Statements
Page No.
Part II - Other Information




PART I — FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, unaudited)
 
 June 30,December 31,
 202320222022
ASSETS   
Current assets   
Cash and cash equivalents$407,982 $246,134 $300,742 
Trade accounts receivable, net387,917 375,130 269,124 
Inventories523,561 539,844 556,801 
Other current assets53,344 43,501 52,583 
Total current assets1,372,804 1,204,609 1,179,250 
Property, plant and equipment, net375,240 346,184 361,555 
Operating lease right-of-use assets63,358 48,984 57,652 
Goodwill495,065 492,338 495,672 
Intangible assets, net369,649 357,698 362,917 
Other noncurrent assets43,233 35,655 46,925 
Total assets$2,719,349 $2,485,468 $2,503,971 
LIABILITIES AND STOCKHOLDERS’ EQUITY   
Current liabilities   
Trade accounts payable$97,847 $112,968 $97,841 
Accrued liabilities and other current liabilities276,601 225,928 228,222 
Long-term debt, current portion22,500 22,500 22,500 
      Total current liabilities396,948 361,396 348,563 
   Operating lease liabilities51,560 39,654 46,882 
Long-term debt, net of issuance costs544,309 665,449 554,539 
  Deferred income tax and other long-term liabilities142,921 134,331 140,608 
Total liabilities1,135,738 1,200,830 1,090,592 
Commitments and contingencies (see Note 13)
Stockholders’ equity   
Common stock, at par value426 433 425 
Additional paid-in capital301,612 293,720 298,983 
Retained earnings1,290,686 1,072,959 1,118,030 
Treasury stock— (46,281)— 
Accumulated other comprehensive loss(9,113)(36,193)(4,059)
Total stockholders’ equity1,583,611 1,284,638 1,413,379 
Total liabilities and stockholders’ equity$2,719,349 $2,485,468 $2,503,971 

The accompanying notes are an integral part of these condensed consolidated financial statements
4


Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings and Comprehensive Income
(In thousands except per-share amounts, unaudited)
 
Three Months EndedSix Months Ended
June 30,June 30,
 2023202220232022
Net sales$597,580 $593,232 $1,132,010 $1,086,802 
Cost of sales310,114 333,899 591,669 590,688 
Gross profit287,466 259,333 540,341 496,114 
Operating expenses:
Research and development and other engineering21,538 16,943 42,284 32,809 
Selling50,438 45,074 99,106 81,910 
General and administrative68,767 58,419 132,474 112,192 
Total operating expenses140,743 120,436 273,864 226,911 
Acquisition and integration related costs1,859 5,864 3,301 12,815 
Net gain on disposal of assets(157)(43)(207)(1,126)
Income from operations145,021 133,076 263,383 257,514 
Interest expense, net and other finance costs(705)(3,372)(1,274)(3,585)
Other & foreign exchange loss, net357 (1,890)(42)(2,107)
Income before taxes144,673 127,814 262,067 251,822 
Provision for income taxes37,462 34,244 66,903 63,677 
Net income$107,211 $93,570 $195,164 $188,145 
Other comprehensive income
Translation adjustment(48)(27,817)4,509 (27,819)
   Unamortized pension adjustments180 860 400 689 
Cash flow hedge adjustment, net of tax(5,259)18,489 (9,963)8,542 
        Comprehensive net income$102,084 $85,102 $190,110 $169,557 
Net income per common share:  
Basic$2.51 $2.17 $4.58 $4.36 
Diluted$2.50 $2.16 $4.55 $4.34 
Weighted average number of shares outstanding  
Basic42,669 43,145 42,640 43,162 
Diluted42,813 43,240 42,857 43,306 
Cash dividends declared per common share$0.27 $0.26 $0.53 $0.51 

The accompanying notes are an integral part of these condensed consolidated financial statements
5


Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands except per-share data, unaudited)

Three Months Ended June 30, 2023 and 2022

 Common StockAdditional Paid-inRetainedAccumulated Other ComprehensiveTreasury 
 SharesPar ValueCapitalEarnings LossStockTotal
Balance at March 31, 202342,663 $426 $295,976 $1,194,993 $(3,986)$— $1,487,409 
Net income— — — 107,211 — — 107,211 
Translation adjustment, net of tax— — — — (48)— (48)
Pension adjustment and other,
net of tax
— — — — 180 — 180 
Cash flow hedges, net of tax— — — — (5,259)— (5,259)
Stock-based compensation— — 5,636 — — — 5,636 
Shares issued from release of Restricted Stock Units10 — — — — — — 
Cash dividends declared on common stock, $0.27 per share— — — (11,518)— — (11,518)
Balance at June 30, 202342,673 $426 $301,612 $1,290,686 $(9,113)$— $1,583,611 
Balance at March 31, 202243,159 $433 $289,773 $990,611 $(27,725)$(21,281)$1,231,811 
Net income— — — 93,570 — — 93,570 
Translation adjustment and other,
net of tax
— — — — (27,817)— (27,817)
Derivative instrument adjustments, net of tax— — — — 18,489 — 18,489 
Pension adjustment and other,
net of tax
— — — — 860 — 860 
Stock-based compensation— — 3,947 — — — 3,947 
Shares issued from release of Restricted Stock Units— — — — — — 
Repurchase of common stock(260)— — — — (25,000)(25,000)
Cash dividends declared on common stock, $0.26 per share— — — (11,222)— — (11,222)
Balance at June 30, 202242,906 $433 $293,720 $1,072,959 $(36,193)$(46,281)$1,284,638 








The accompanying notes are an integral part of these condensed consolidated financial statements
6


Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands except per-share data, unaudited)

Six Months Ended June 30, 2023 and 2022

 Common StockAdditional Paid-inRetainedAccumulated Other ComprehensiveTreasury 
 SharesPar ValueCapitalEarningsLossStockTotal
Balance at December 31, 202242,560 $425 $298,983 $1,118,030 $(4,059)$— $1,413,379 
Net income— — — 195,164 — — 195,164 
Translation adjustment, net of tax— — — — 4,509 — 4,509 
Pension adjustment and other,
net of tax
— — — — 400 — 400 
Cash flow hedges, net of tax— — — — (9,963)— (9,963)
Stock-based compensation— — 10,027 — — — 10,027 
Shares issued from release of Restricted Stock Units113 (7,398)— — — (7,397)
Cash dividends declared on common stock, $0.53 per share— — — (22,508)— — (22,508)
Balance at June 30, 202342,673 $426 $301,612 $1,290,686 $(9,113)$— $1,583,611 
Balance at December 31, 202143,217 $432 $294,330 $906,841 $(17,605)$— $1,183,998 
Net income— — — 188,145 — — 188,145 
Translation adjustment, net of tax— — — — (27,819)— (27,819)
Pension adjustment and other,
net of tax
— — — — 689 — 689 
Cash flow hedges, net of tax— — — — 8,542 — 8,542 
Stock-based compensation— — 7,954 — — — 7,954 
Shares issued from release of Restricted Stock Units137 (9,524)— — — (9,523)
Repurchase of common stock(455)— — — — (46,281)(46,281)
Cash dividends declared on common stock, $0.51 per share— — — (22,027)— — (22,027)
Common stock issued at $139.07 per share for stock bonus— 960 — — — 960 
Balance at June 30, 202242,906 $433 $293,720 $1,072,959 $(36,193)$(46,281)$1,284,638 
The accompanying notes are an integral part of these condensed consolidated financial statements
7


Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands, unaudited)
Six Months Ended
June 30,
 20232022
Cash flows from operating activities  
Net income$195,164 $188,145 
Adjustments to reconcile net income to net cash provided by operating activities:  
Gain on sale of assets and other(489)(1,126)
Depreciation and amortization36,045 28,324 
Noncash lease expense6,595 5,430 
(Gain) loss in equity method investment, before tax102 (229)
Deferred income taxes(6,517)(4,557)
Noncash compensation related to stock plans11,164 9,528 
Provision for doubtful accounts459 223 
Deferred hedge gain(2,148)(693)
Changes in operating assets and liabilities  
Trade accounts receivable(118,922)(88,635)
Inventories34,884 (15,203)
Trade accounts payable672 15,668 
Other current assets(1,416)(5,834)
Accrued liabilities and other current liabilities48,971 21,904 
Other noncurrent assets and liabilities(7,324)(23,730)
Net cash provided by operating activities197,240 138,451 
Cash flows from investing activities  
Capital expenditures(37,918)(31,829)
Asset acquisitions, net of cash acquired(18,195)(805,904)
Equity method investments(663)(1,170)
Proceeds from sale of property and equipment183 1,816 
Proceeds from sale of business8,544 — 
Terminated forward contract— 3,535 
Net cash used in investing activities(48,049)(833,552)
Cash flows from financing activities  
Termination of cash flow hedge— 21,252 
Repurchase of common stock— (46,281)
Proceeds from borrowing under lines of credit and term loan265 701,083 
Repayments of lines of credit and term loan(11,705)(6,600)
Debt issuance costs— (6,804)
Dividends paid(22,158)(21,596)
Cash paid on behalf of employees for shares withheld(7,398)(9,523)
Net cash provided by (used in) financing activities(40,996)631,531 
Effect of exchange rate changes on cash and cash equivalents(955)8,549 
Net increase (decrease) in cash and cash equivalents107,240 (55,021)
Cash and cash equivalents at beginning of period300,742 301,155 
Cash and cash equivalents at end of period$407,982 $246,134 
Noncash activity during the period  
Noncash capital expenditures$1,059 $1,082 
Dividends declared but not paid11,518 11,222 
Issuance of Company’s common stock for compensation— 960 
The accompanying notes are an integral part of these condensed consolidated financial statements
8



Notes to Condensed Consolidated Financial Statements
(Unaudited)

1.    Basis of Presentation
 
Principles of Consolidation
 
The accompanying Condensed Consolidated Financial Statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries (collectively, the “Company”). Investments in 50% or less owned entities are accounted for using either the cost or the equity method. All significant intercompany transactions have been eliminated.

Use of Estimates
 
The preparation of the Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these Condensed Consolidated Financial Statements include all normal and recurring adjustments necessary for a fair presentation under GAAP.

Interim Reporting Period
 
The accompanying unaudited quarterly Condensed Consolidated Financial Statements have been prepared in accordance with GAAP pursuant to the rules and regulations for reporting interim financial information and instructions on Form 10-Q. Accordingly, certain information and footnotes required by GAAP have been condensed or omitted. These interim statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”).
 
The unaudited quarterly Condensed Consolidated Financial Statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial information set forth therein in accordance with GAAP. The year-end Condensed Consolidated Balance Sheet data provided herein were derived from audited consolidated financial statements included in the 2022 Form 10-K, but do not include all disclosures required by GAAP. The Company’s quarterly results fluctuate. As a result, the Company believes the results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any future periods.

Revenue Recognition
 
Generally, the Company's revenue contract with a customer exists when (1) the goods are shipped, services are rendered, and the related invoice is generated, (2) the duration of the contract does not extend beyond the promised goods or services already transferred and (3) the transaction price of each distinct promised product or service specified in the invoice is based on its relative stated standalone selling price. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product to a customer at a point in time. Our shipping terms provide the primary indicator of the transfer of control. The Company's general shipping terms are Incoterm C.P.T. (F.O.B. shipping point), where the title, and risk and rewards of ownership transfer at the point when the products are no longer on the Company's premises. Other Incoterms are allowed as exceptions depending on the product or service being sold and the nature of the sale. The Company recognizes revenue based on the consideration specified in the invoice with a customer, excluding any sales incentives, discounts, and amounts collected on behalf of third parties (i.e., governmental tax authorities). Based on historical experience with the customer, the customer's purchasing pattern, and its significant experience selling products, the Company concluded that a significant reversal in the cumulative amount of revenue recognized would not occur when the uncertainty (if any) is resolved (that is, when the total amount of purchases is known). Refer to Note 2 for additional information.
9



Net Income Per Common Share
 
The Company calculates net income per common share based on the weighted-average number of shares of the Company's common stock outstanding during the period. Potentially dilutive securities are included in the diluted per-share calculations using the treasury stock method for all periods when the effect of their inclusion is dilutive.
Accounting for Leases

The Company has operating and finance leases for certain facilities, equipment, autos and data centers. As an accounting policy for short-term leases, the Company elected to not recognize a right-of-use ("ROU") asset and liability if, at the commencement date, the lease (1) has a term of 12 months or less and (2) does not include renewal and purchase options that the Company is reasonably certain to exercise. Monthly payments on short-term leases are recognized on a straight-line basis over the full lease term.

Accounting for Stock-Based Compensation
 
The Company recognizes stock-based compensation expense related to the estimated fair value of restricted stock awards on a straight-line basis, net of estimated forfeitures, over the requisite service period of the awards, which is generally the vesting term of three or four years. Stock-based expense related to performance share grants are measured based on grant date fair value and expensed on a graded basis over the service period of the awards, which is generally a performance period of three years. The performance conditions are based on the Company's achievement of revenue growth and return on invested capital over the performance period, and are evaluated for the probability of vesting at the end of each reporting period with changes in expected results recognized as an adjustment to expense. The assumptions used to calculate the fair value of restricted stock grants are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience.

Fair Value of Financial Instruments
 
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified under a three-tier fair valuation hierarchy based on the observability of the inputs available in the market: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying amounts of trade accounts receivable, accounts payable, accrued liabilities and other current liabilities approximate fair value due to the short-term nature of these instruments. The fair values of the Company's interest rate and foreign currency contracts are classified as Level 2 within the fair value hierarchy. The fair values of the Company’s contingent consideration related to acquisitions and equity investments are classified as Level 3 within the fair value hierarchy, as these amounts are based on unobservable inputs developed using management's estimates and entity-specific assumptions, which reflect those that market participants would use, and are evaluated on an ongoing basis.


















10


The following tables summarize financial assets and liabilities measured at fair value as of June 30, 2023 and 2022:

 20232022
 (in millions) 
Level 1Level 2Level 3Level 1Level 2Level 3
Cash equivalents (1)
$248.1 $— $— $42.4 $— $— 
Derivative instruments - assets (2)
— 37.9 — — 24.5 — 
Derivative instruments - liabilities (2)
— (18.6)— — (7.9)— 
Contingent considerations— — 6.5 — — 6.5 
1) The carrying amounts of cash equivalents, representing United States Treasury securities and money market funds traded in an active market with relatively short maturities, are reported on the consolidated balance sheet as of June 30, 2023 and 2022 as a component of "Cash and cash equivalents".
(2) Derivatives for interest rate, foreign exchange and forward swap contracts are discussed in Note 8.

The carrying amounts of the term loan and revolver approximate fair value as of June 30, 2023 based upon its terms and conditions in comparison to debt instruments with similar terms and conditions available on the same date.

Derivative Instruments

The Company uses derivative instruments as a risk management tool to mitigate the potential impact of certain market risks. Foreign currency and interest rate risk are the primary market risks the Company manages through the use of derivative instruments, which are accounted for as cash flow hedges or net investment hedges under the accounting standards and carried at fair value as other current or noncurrent assets or as other current or other long-term liabilities. Assets and liabilities with the legal right of offset are not offset. Net deferred gains and losses related to changes in fair value of cash flow hedges are included in accumulated other comprehensive income/loss ("OCI"), a component of stockholders' equity, and are reclassified into the line item in the Condensed Consolidated Statement Of Earnings And Comprehensive Income in which the hedged items are recorded in the same period the hedged item affects earnings. The effective portion of gains and losses attributable to net investment hedges is recorded net of tax to OCI to offset the change in the carrying value of the net investment being hedged. Recognition in earnings of amounts previously recorded to OCI are limited to circumstances such as complete or substantially complete liquidation of the net investment in the hedged foreign operation. Changes in fair value of any derivatives that are determined to be ineffective are immediately reclassified from OCI into earnings.

Cash and Cash Equivalents

The Company classifies investments that are highly liquid and have maturities of three months or less at the date of purchase as cash equivalents.

Current Estimated Credit Loss - Allowance for Doubtful Accounts

The Company maintains an allowance for doubtful accounts receivable for estimated future expected credit losses resulting from customers' failure to make payments on its accounts receivable. The Company determines the estimate of the allowance for doubtful accounts receivable by considering several factors, including (1) specific information on the financial condition and the current creditworthiness of customers, (2) credit rating, (3) payment history and historical experience, (4) aging of the accounts receivable, (5) reasonable and supportable forecasts about collectability, and (6) current market and economic conditions, and expectations of the future market and economic conditions. The Company also reserves 100% of the amounts deemed uncollectible due to a customer's deteriorating financial condition or bankruptcy.

Every quarter, the Company evaluates the collectability based on customer group using the accounts receivable aging report and its best judgment when considering changes in customers' credit ratings, level of delinquency, customers' historical payments and loss experience, current market and economic conditions, and expectations of future market and economic conditions.

The changes in the allowance for doubtful accounts receivable for the six months ended June 30, 2023 are outlined in the table below:
Balance at
Balance at
(in thousands)
December 31, 2022
Expense (Deductions), net
Write-Offs1
June 30, 2023
Allowance for Doubtful Accounts
$3,240 459 (88)$3,611 
1Amount is net of recoveries and the effect of foreign currency fluctuations.
11



Income Taxes

Income taxes are calculated using an asset and liability approach. The provision for income taxes includes federal, state and foreign taxes currently payable and deferred taxes, due to temporary differences between the financial statement and tax bases of assets and liabilities. In addition, future tax benefits are recognized to the extent that realization of such benefits is more likely than not. This method gives consideration to the future tax consequences of the deferred income tax items and immediately recognizes changes in income tax laws in the year of enactment.

The Company uses an estimated annual tax rate to measure the tax benefit or tax expense recognized in each interim period.

Accounting Standards Not Yet Adopted

We believe that all recently issued accounting pronouncements from the Financial Accounting Standards Board ("FASB") do not apply to us or will not have a material impact to the Condensed Consolidated Financial Statements.



12


2.    Revenue from Contracts with Customers

Disaggregated Revenue

The Company disaggregates net sales into the following major product groups as described in its segment information included in these interim financial statements under Note 14.

Wood Construction Products Revenue. Wood construction products represented approximately 86% and 87% of total net sales for the six months ended June 30, 2023 and 2022, respectively.

Concrete Construction Products Revenue. Concrete construction products represented approximately 14% and 13% of total net sales for the six months ended June 30, 2023 and 2022 respectively.

Customer Acceptance Criteria. Generally, there are no customer acceptance criteria included in the Company's standard sales agreement with customers. When an arrangement with the customer does not meet the criteria to be accounted for as a revenue contract under the standard, the Company recognizes revenue in the amount of nonrefundable consideration received when the Company has transferred control of the goods or services and has stopped transferring (and has no obligation to transfer) additional goods or services. The Company offers certain customers discounts for paying invoices ahead of the due date, which are generally 30 to 60 days after the issue date.

Other Revenue. Service sales, representing after-market repair and maintenance, engineering activities and software license sales and services were less than 0.1% of net sales and recognized as the services are completed or by transferring control over a product to a customer at a point in time. Services may be sold separately or in bundled packages. The typical contract length for a service is generally less than one year. For bundled packages, the Company accounts for individual services separately when they are distinct within the context of the contract. A distinct service is separately identifiable from other items in the bundled package if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration (including any discounts) is allocated between separate services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the services.

Reconciliation of contract balances

Contract assets are the rights to consideration in exchange for goods or services that the Company has transferred to a customer when that right is conditional on something other than the passage of time. Contract liabilities are recorded for any services billed to customers and not yet recognizable if the contract period has commenced or for the amount collected from customers in advance of the contract period commencing. As of June 30, 2023, the Company had no contract assets or contract liabilities from contracts with customers.


3.    Acquisition

On April 1, 2022, the Company completed its acquisition (the "Acquisition") of 100% of the outstanding equity interest of FIXCO Invest S.A.S. (together with its subsidiaries, "ETANCO") for total purchase consideration of $805.4 million, net of cash acquired. The Acquisition was completed pursuant to the securities purchase agreement dated January 26, 2022, as amended, by and among the Company, Fastco Investment, Fastco Financing, LRLUX and certain other security holders. The purchase price for the Acquisition was paid using cash on hand and borrowings in the amount of $250.0 million under the revolving credit facility and $450.0 million under the term loan facility.

ETANCO is a manufacturer and distributor of fastener and fixing products headquartered in France and its primary product applications directly align with the addressable markets in which the Company operates. The Acquisition allows the Company to enter into new commercial building markets such as façades, waterproofing, safety and solar, as well as grow its share of direct business sales in Europe.

ETANCO’s results of operations were included in the Company's Condensed Consolidated Financial Statements from April 1, 2022 the acquisition date. ETANCO had net sales of $80.3 million and net loss of $2.0 million, for the three and six months ended June 30, 2022, which includes costs related to the amortization of acquired intangible assets, and expenses incurred for integration.

13



Purchase price allocation

The Acquisition was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations ("ASC 805") which requires, among other things, that assets acquired and liabilities assumed in a business combination be recorded at fair value as of the acquisition date with limited exceptions.

The allocation of the $824.4 million purchase price, including cash, to the fair values of the tangible and intangible assets acquired and liabilities assumed is as follows:

(in thousands)Amount
Cash and cash equivalents$19,010 
Trade accounts receivable, net63,607 
Inventory107,185 
Other current assets4,491 
Property and equipment, net89,695 
Operating lease right-of-use assets5,361 
Goodwill365,591 
Intangible assets, net357,327 
Other noncurrent assets2,881 
Total assets1,015,148 
Trade accounts payable 46,457 
Accrued liabilities and other current liabilities22,079 
Operating lease liabilities 5,176 
Deferred income tax and other long-term liabilities 117,031 
Total purchase price$824,405 

Trade accounts receivable, net

The gross amount of trade receivables acquired was approximately $67.4 million, of which $63.6 million was estimated to be recoverable based on ETANCO's historical trend for collections.

Inventory

Acquired inventory primarily consists of raw materials and finished goods consisting of building and construction materials products. The Company adjusted acquired finished goods higher by $10.9 million to estimated fair value based on expected selling prices less a reasonable amount for selling efforts. The fair value adjustment is recognized as a component of cost of sales over the inventory’s expected turnover period, and as a result, $9.2 million of the adjustment was recognized during the three and six months ended June 30, 2022.

Property and equipment, net

Acquired property and equipment includes land of $22.3 million, buildings and site improvements of $29.4 million, and machinery, equipment, and software of $35.5 million. The estimated fair value of property and equipment was determined primarily using market and/or or cost approach methodologies. The acquired fair value for buildings and site improvements depreciate on a straight-line basis over the estimated useful lives of the assets for a period of up to sixteen years, machinery, equipment and software will depreciate on an accelerated basis over an estimated useful life of three to ten years. Depreciation expense associated with the acquired property and equipment amounted to $1.4 million for the three and six months ended June 30, 2022.



14



Goodwill

The excess of the purchase price over the net assets acquired was recognized as goodwill and relates to the value that is expected from the acquired assembled workforce as well as the increased scale and synergies resulting from the integration of both businesses. The goodwill recognized from the Acquisition is not deductible for local income tax purposes. Goodwill has been allocated to components within the ETANCO reporting unit.

Intangible assets, net

The estimated fair value of intangible assets acquired was determined primarily using income approach methodologies. The values allocated to intangible assets and the useful lives were as follows:

(in thousands, except useful lives)Weighted-average useful life (in years) Amount
Customer relationships15$248,398 
Trade names Indefinite 93,811 
Developed technology1011,256 
Patents83,862 
$357,327 

The acquired definite-lived intangible assets are being amortized on a straight-line basis over estimated useful lives, which approximates the pattern in which these assets are utilized. The Company recognized $4.2 million, of amortization expense on these assets during the three and six months ended June 30, 2022.

Deferred taxes

As a result of the increase in fair value of inventory, property and equipment, and intangible assets, deferred tax liabilities of $104.5 million were recognized, primarily due to intangible assets.

Acquisition and integration related costs

During the three and six months ended June 30, 2022, the Company incurred acquisition and integration related expenses of $5.9 million and $12.8 million, respectively, for investment banking, legal, accounting, advisory, and consulting fees. These costs were included in the Company’s income from operations.

Unaudited pro forma results

The following unaudited pro forma combined financial information presents estimated results as if the Company acquired ETANCO on January 1, 2021. The unaudited pro forma financial information as presented below is for informational purposes only and does not purport to actually represent what the Company’s combined results of operations would have been had the Acquisition occurred on January 1, 2021, or what those results will be for any future periods.

The following unaudited pro forma consolidated financial information has been prepared using the acquisition method of accounting in accordance with U.S. GAAP:

15


Three Months Ended 
 
June 30,
Six Months Ended 
 
June 30,
(in thousands, except per share amounts)20222022
Net sales$593,232 $1,165,986 
Net income$104,823 $210,772 
Pro forma earnings per common share:
Basic$2.43 $4.88 
Diluted$2.42 $4.87 
Weighted average shares outstanding:
Basic43,145 43,162 
Diluted43,240 43,306 

The unaudited pro forma results above includes the following adjustments to net income:

1) Acquisition and integration related costs of $5.9 million which were incurred during the three and six months ended June 30, 2022, were adjusted as if such costs were incurred during the twelve months ended December 31, 2021.

2) The $9.2 million of amortization related to the fair value adjustment for inventory and recognized during the three and six months ended June 30, 2022 was adjusted as if incurred during the three months ended March 31, 2021.

3) Net income for ETANCO includes adjustments of $0.4 million to conform ETANCO’s historical financial results prepared under French GAAP to U.S. GAAP for the three and six months ended June 30, 2022. The U.S. GAAP adjustments are primarily related to share-based payments expense on awards that were settled prior to the Acquisition, and costs incurred and capitalized by ETANCO on its historical acquisitions.


4.    Net Income per Share

The following shows a reconciliation of basic net earnings per share ("EPS") to diluted EPS:
 
Three Months Ended 
 
June 30,
Six Months Ended 
 
June 30,
(in thousands, except per share amounts)2023202220232022
Net income available to common stockholders$107,211 $93,570 $195,164 $188,145 
Basic weighted-average shares outstanding42,669 43,145 42,640 43,162 
Dilutive effect of potential common stock equivalents — restricted stock units144 95 217 144 
Diluted weighted-average shares outstanding42,813 43,240 42,857 43,306 
Net earnings per common share:    
Basic$2.51 $2.17 $4.58 $4.36 
Diluted$2.50 $2.16 $4.55 $4.34 


16





5.    Stock-Based Compensation

The Company allocates stock-based compensation expense amongst cost of sales, research and development and other engineering expense, selling expense, or general and administrative expense based on the job functions performed by the employees to whom the stock-based compensation is awarded. Stock-based compensation capitalized in inventory was immaterial for all periods presented. The Company recognized stock-based compensation expense related to its equity plans for employees of $6.5 million and $4.7 million for the three months ended June 30, 2023 and 2022, respectively, and $11.2 million and $9.5 million for the six months ended June 30, 2023 and 2022, respectively.

During the six months ended June 30, 2023, the Company granted 277,793 restricted stock units (RSUs) and performance stock units (PSUs) to the Company's employees, including officers at an estimated weighted average fair value of $99.66 per share based on the closing price (adjusted for the present value of dividends) of the Company's common stock on the grant date. The RSUs and PSUs granted to the Company's employees may be time-based or time and performance-based. Certain of the PSUs are granted to officers and key employees, where the number of performance-based awards to be issued is based on the achievement of certain Company performance criteria established in the award agreement over a cumulative three year period, after which time these awards cliff vest. In addition, these same officers and key employees also receive time-based RSUs, which vest pursuant to a three-year graded vesting schedule. Time-based RSUs that are granted to the Company's employees excluding officers and certain key employees, vest ratably over the four year vesting-term of the award.

The Company’s nine non-employee directors are entitled to receive an aggregate of approximately $1.1 million in equity compensation annually. The number of shares ultimately granted are based on the average closing share price for the Company over the 60 day period prior to approval of the award in the second quarter of each year. In April 2023 and June 2023, the Company granted 9,776 shares of the Company's common stock to the non-employee directors, based on the average closing price of $122.50 per share and recognized $1.2 million of expense.

As of June 30, 2023, the Company's aggregate unamortized stock compensation expense was approximately $29.2 million which is expected to be recognized in expense over a weighted-average period of 2.5 years.


6.    Trade Accounts Receivable, net
 
Trade accounts receivable consisted of the following:
 As of June 30,As of December 31,
(in thousands)
202320222022
Trade accounts receivable
$397,212 $382,016 $276,229 
Allowance for doubtful accounts
(3,611)(2,211)(3,240)
Allowance for sales discounts and returns
(5,684)(4,675)(3,865)
 $387,917 $375,130 $269,124 
 
7.    Inventories
 
The components of inventories are as follows:
 As of June 30,As of December 31,
(in thousands)
202320222022
Raw materials
$164,019 $193,254 $187,149 
In-process products
53,883 47,141 55,171 
Finished products
305,659 299,449 314,481 
 $523,561 $539,844 $556,801 



17


8.    Derivative Instruments

The Company enters into derivative instrument agreements, including forward foreign currency exchange contracts, interest rate swaps, and cross currency swaps to manage risk in connection with changes in foreign currency and interest rates. The Company hedges committed exposures and does not engage in speculative transactions. The Company only enters into derivative instrument agreements with counterparties who have highly rated credit.

As of June 30, 2023, the aggregate notional amount of the Company's outstanding interest rate contracts, cross currency swap contracts, EUR forward contract and CNY forward contracts were $571.9 million, $442.3 million, $321.7 million and $5.9 million (CNY40.4 million), respectively.

Changes in fair value of any forward contracts that are determined to be ineffective are immediately reclassified from OCI into earnings. There were no amounts recognized due to ineffectiveness during the three and six months ended June 30, 2023 and June 30, 2022.

The effects of fair value and cash flow hedge accounting on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the six months ended June 30, were as follows:
20232022
(in thousands)Cost of salesInterest expense, netOther & foreign exchange loss, netCost of salesInterest expense, netOther & foreign exchange loss, net
Total amounts of income and expense line items presented in the Condensed Consolidated Statement of Earnings in which the effects of fair value or cash flow hedges are recorded$591,669 (1,274)$(42)590,688 (3,585)(2,107)
The effects of fair value and cash flow hedging
Gain or (loss) on cash flow hedging relationships
Interest contracts:
Amount of gain or (loss) reclassified from OCI to earnings— 7,107 — — (2,978)— 
Cross currency swap contract
Amount of gain or (loss) reclassified from OCI to earnings— 2,605 (5,244)— 1,959 (29,124)
Forward contract
Amount of gain reclassified from OCI to earnings80 — — 163— — 


The effects of derivative instruments on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the three months ended June 30, 2023 and 2022 were as follows:

Cash Flow Hedging RelationshipsGain (Loss) Recognized in OCILocation of Gain (Loss) Reclassified from OCI into EarningsGain (Loss) Reclassified from OCI into Earnings
(in thousands)2023202220232022
Interest rate contracts$10,589 $8,681 Interest expense$3,911 $(2,949)
Cross currency contracts(5,739)30,263 Interest expense1,266 1,938 
Forward contracts(413)— FX gain (loss)(3,429)32,091 
Cost of goods sold80 — 
Total $4,437 $38,944 $1,828 $31,080 

18


The effects of derivative instruments on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the six months ended June 30, 2023 and 2022 were as follows:

Cash Flow Hedging RelationshipsGain (Loss) Recognized in OCILocation of Gain (Loss) Reclassified from OCI into EarningsGain (Loss) Reclassified from OCI into Earnings
(in thousands)2023202220232022
Interest rate contracts$6,546 $6,876 Interest expense$7,107 $(2,978)
Cross currency contracts(8,019)22,715 Interest expense2,605 1,959 
Forward contracts(448)$— FX gain (loss)(5,244)29,124 
Cost of goods sold80 163 
Total $(1,921)$29,591 $4,548 $28,268 

For the three months ending June 30, 2023 losses on the net investment hedge, and June 30, 2022 gains on net investment hedge of $4.1 million and $18.1 million were included in OCI, respectively. For the three months ending June 30, 2023 and June 30, 2022, excluded gains of $1.3 million and $1.1 million were reclassified from OCI to interest expense, respectively.

For the six months ending June 30, 2023 losses on the net investment hedge, and June 30, 2022 gains on net investment hedge of $4.4 million and $11.3 million were included in OCI, respectively. For the six months ending June 30, 2023 and June 30, 2022, excluded gains of $2.5 million and $1.1 million were reclassified from OCI to interest expense, respectively.

As of June 30, 2023, the aggregate fair values of the Company’s derivative instruments on the Condensed Consolidated Balance Sheet were comprised of an asset of $37.9 million, of which $19.5 million is included in other current assets, and the balance of $18.4 million as other non-current assets, and of a liability of $18.9 million, of which $0.3 million is included in accrued liabilities and other current liabilities, and the balance of $18.6 million as deferred income tax and other long-term liabilities.


9.    Property, Plant and Equipment, net
 
Property, plant and equipment consisted of the following:
 As of June 30,As of December 31,
(in thousands)202320222022
Land
$51,558 $55,279 $50,025 
Buildings and site improvements
235,209 223,920 233,123 
Leasehold improvements
7,131 6,062 6,367 
Machinery, equipment, and software
486,354 443,652 472,907 
 780,252 728,913 762,422 
Less accumulated depreciation and amortization
(451,134)(415,029)(432,392)
 329,118 313,884 330,030 
Capital projects in progress
46,122 32,300 31,525 
Total$375,240 $346,184 $361,555 


10.    Goodwill and Intangible Assets, net
 
Goodwill consisted of the following: 
 As of June 30,As of December 31,
(in thousands)202320222022
North America$103,630 $96,264 $103,572 
Europe390,172 394,761 390,799 
Asia/Pacific1,263 1,313 1,301 
Total$495,065 $492,338 $495,672 
 
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Intangible assets, net, consisted of the following:
 As of June 30, 2023
 GrossNet
 CarryingAccumulatedCarrying
(in thousands)
AmountAmortizationAmount
North America
$63,269 $(31,765)$31,504 
Europe
377,866 (43,748)334,118 
Asia/Pacific4,224 (197)4,027 
Total
$445,359 $(75,710)$369,649 
 
 As of June 30, 2022
 GrossNet
(in thousands)
Carrying
Amount
Accumulated
Amortization
Carrying
Amount
North America
$46,642 $(28,063)$18,579 
Europe
364,241 (25,122)339,119 
   Total$410,883 $(53,185)$357,698 
 
 As of December 31, 2022
 GrossNet
(in thousands)
Carrying
Amount
Accumulated
Amortization
Carrying
Amount
North America
$53,498 $(29,782)$23,716 
Europe
373,538 (34,337)339,201 
Total
$427,036 $(64,119)$362,917 
 
Intangible assets consist of definite-lived and indefinite-lived assets. Definite-lived intangible assets include customer relationships, patents, unpatented technology, and non-compete agreements. Amortization of definite-lived intangible assets was $6.0 million and $5.3 million for the three months ended June 30, 2023 and 2022, respectively, and was $11.6 million and $6.4 million for the six months ended June 30, 2023 and 2022, respectively. The weighted-average amortization period for all amortizable intangibles on a combined basis is 8.8 years.

Indefinite-lived intangible assets totaled $92.8 million, $88.9 million, and $91.7 million as of June 30, 2023, and 2022 and December 31, 2022, respectively.

At June 30, 2023, the estimated future amortization of definite-lived intangible assets was as follows: 
(in thousands) 
Remaining six months of 2023$11,225 
202422,294 
202522,069 
202621,492 
202721,298 
202821,077 
Thereafter157,380 
$276,835 
 
20

The changes in the carrying amount of goodwill and intangible assets for the six months ended June 30, 2023, were as follows: 
  Intangible
(in thousands)GoodwillAssets
Balance at December 31, 2022$495,672 $362,917 
Acquisition— 13,996 
Disposal(5,678)— 
Reclassifications— 46 
Amortization— (11,638)
Foreign exchange5,071 4,328 
Balance at June 30, 2023$495,065 $369,649 


21

11.    Leases

The Company has operating leases for certain facilities, equipment and automobiles. The existing operating leases expire at various dates through 2027, some of which include options to extend the leases for up to five years. The Company measured the lease liability at the present value of the lease payments to be made over the lease term. The lease payments are discounted using the Company's incremental borrowing rate. The Company measured the ROU assets at the amount at which the lease liability is recognized plus initial direct costs incurred or prepayment amounts. The ROU assets are amortized on a straight-line basis over the lease term.

The following table provides a summary of leases included on the Condensed Consolidated Balance Sheets as of June 30, 2023 and 2022 and December 31, 2022, Condensed Consolidated Statements of Earnings and Comprehensive Income, and Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022:
Condensed Consolidated Balance Sheets Line ItemJune 30,December 31,
(in thousands)202320222022
Operating leases
Assets
Operating leasesOperating lease right-of-use assets$63,358 $48,984 $57,652 
Liabilities
Operating - currentAccrued expenses and other current liabilities$12,809 $9,831 $11,544 
Operating - noncurrent Operating lease liabilities51,560 39,654 46,882 
Total operating lease liabilities$64,369 $49,485 $58,426 
Finance leases
Assets
Property and equipment, grossProperty, plant and equipment, net$— $3,569 $3,569 
Accumulated amortizationProperty, plant and equipment, net— (3,556)(3,569)
Property and equipment, netProperty, plant and equipment, net$— $13 $— 

The components of lease expense were as follows:
Condensed Consolidated Statements of Earnings and Comprehensive Income Line ItemThree Months Ended June 30,
(in thousands)20232022
Operating lease costGeneral administrative expenses and
     cost of sales
$4,192 $3,364 


22

Other Information

Supplemental cash flow information related to leases is as follows:
Three Months Ended June 30,
(in thousands)20232022
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows for operating leases$3,932 $3,296 
Operating right-of-use assets obtained in exchange for lease
     obligations during the current period
8,423 2,936 

The following is a schedule, by years, of maturities of lease liabilities as of June 30, 2023:
(in thousands)Operating Leases
Remaining six months of 2023$7,986 
202414,612 
202512,843 
202610,231 
20278,198 
Thereafter20,107 
Total lease payments73,977 
Less: Present value discount(9,608)
     Total lease liabilities$64,369 

The following table summarizes the Company's lease terms and discount rates as of June 30, 2023 and 2022:
Weighted-average remaining lease terms (in years):20232022
Operating leases5.96.4
Weighted-average discount rate:
Operating leases4.7 %4.8 %


12.    Debt

As of June 30, 2023, the Company has $571.9 million, excluding deferred financing costs, outstanding under its Amended and Restated Credit Facility. The Company had outstanding balances of $694.4 million and $583.2 million under the Amended and Restated Credit Facility as of June 30, 2022, and December 31, 2022, respectively.

The following is a schedule, by years, of maturities for the remaining term loan facility as of June 30, 2023:
23

(in thousands)5-Year Term Loan
Remaining six months of 2023$11,250 
202422,500 
202522,500 
202622,500 
2027343,125 
Total loan outstanding$421,875 

The $150.0 million outstanding under the revolving credit facility is due on March 31, 2027.

The Company was in compliance with its financial covenants under the Amended and Restated Credit Facility as of June 30, 2023.

Certain of the Company's domestic subsidiaries are guarantors for a credit agreement between certain of its foreign subsidiaries and institutional lenders that is in addition to the Amended and Restated Credit Facility. As of June 30, 2023, all of the Company's credit facilities provide a total of $306.1 million in available borrowing capacity and an irrevocable standby letter of credit in support of various insurance deductibles.


13.    Commitments and Contingencies

Environmental

The Company’s policy with regard to environmental liabilities is to accrue for future environmental assessments and remediation costs when information becomes available that indicates that it is probable that the Company is liable for any related claims and assessments and the amount of the liability is reasonably estimable. The Company does not believe that any such matters will have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

Litigation and Potential Claims

From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. Corrosion, hydrogen embrittlement, cracking, material hardness, wood pressure-treating chemicals, misinstallations, misuse, design and assembly flaws, manufacturing defects, labeling defects, product formula defects, inaccurate chemical mixes, adulteration, environmental conditions, or other factors can contribute to failure of fasteners, connectors, anchors, adhesives, specialty chemicals, such as fiber reinforced polymers, and tool products. In addition, inaccuracies may occur in product information, descriptions and instructions found in catalogs, packaging, data sheets, and the Company’s website.

The resolution of any claim or litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows or results of operations.


14.    Segment Information

The Company is organized into three reporting segments defined by the regions where the Company’s products are manufactured, marketed and distributed to its customers. The three reporting segments are the North America segment (comprised primarily of the Company’s operations in the U.S. and Canada), the Europe segment, which includes ETANCO, and the Asia/Pacific segment (comprised of the Company’s operations in Asia and the South Pacific), These segments are similar in several ways, including the types of materials used, the production processes, the distribution channels and the product applications.

The Administrative & All Other line item primarily includes expenses such as self-insured workers compensation claims for employees, stock-based compensation for certain members of management, interest expense, foreign exchange gains or losses and income tax expense, as well as revenues and expenses related to real estate activities.

24

The following tables illustrate certain measurements used by management to assess the performance of its reportable segments as of or the following periods:
Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2023202220232022
Net Sales    
North America$465,467 $456,410 $871,797 $895,140 
Europe127,817 133,238 252,031 184,689 
Asia/Pacific4,296 3,584 8,182 6,973 
Total$597,580 $593,232 $1,132,010 $1,086,802 
Sales to Other Segments*    
North America$1,524 $1,441 $2,692 $2,575 
Europe1,459 1,271 3,072 2,955 
Asia/Pacific7,956 7,940 13,858 16,506 
Total$10,939 $10,652 $19,622 $22,036 
Income (Loss) from Operations    
North America$143,430 $137,291 $257,823 $273,064 
Europe13,974 5,560 27,444 4,189 
Asia/Pacific379 100 241 664 
Administrative and all other(12,762)(9,875)(22,125)(20,403)
Total$145,021 $133,076 $263,383 $257,514 
            
*    Sales to other segments are eliminated in consolidation.

   At
 As of June 30,December 31,
(in thousands)202320222022
Total Assets   
North America$1,570,275 $1,225,176 $1,393,968 
Europe702,740 689,621 675,634 
Asia/Pacific35,604 34,981 34,599 
Administrative and all other410,730 535,690 399,770 
Total$2,719,349 $2,485,468 $2,503,971 
 
Cash collected by the Company’s U.S. subsidiaries is routinely transferred into the Company’s cash management accounts and, therefore is in the total assets of “Administrative and all other.” Cash and cash equivalent balances in the “Administrative and all other” segment were $326.5 million, $167.4 million, and $222.5 million, as of June 30, 2023 and 2022, and December 31, 2022, respectively. Also included in the total assets of "Administrative and all other" are intercompany borrowings due from the Europe segment. Included in the total assets of each segment are net intercompany borrowings due to and from the other segments.

The Company’s wood construction products include connectors, truss plates, fastening systems, fasteners and pre-fabricated shearwalls that are used for connecting and strengthening wood-based construction primarily in residential and commercial construction. Its concrete construction products include adhesives, specialty chemicals, mechanical anchors, carbide drill bits, powder actuated tools and reinforcing fiber materials that are used for restoration, protection or strengthening concrete, masonry and steel construction in residential, industrial, commercial and infrastructure construction. The table below illustrates the distribution of the Company’s sales by product group as additional information for the following periods:
25

Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2023202220232022
Wood construction products$515,378 $514,832 $970,137 $950,191 
Concrete construction products81,319 78,209 157,990 136,185 
Other883 191 3,883 426 
Total$597,580 $593,232 $1,132,010 $1,086,802 


15.    Subsequent Events

Dividend Declared

On July 28, 2023, the Company’s Board of Directors (the "Board") declared a quarterly cash dividend of $0.27 per share, estimated to be $11.5 million in total. The dividend will be payable on October 26, 2023, to the Company's stockholders of record on October 5, 2023.



26

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

Each of the terms the “Company,” “we,” “our,” “us” and similar terms used herein refer collectively to Simpson Manufacturing Co., Inc., a Delaware corporation, and its wholly-owned subsidiaries, including Simpson Strong-Tie Company Inc., unless otherwise stated. The Company regularly uses its website to post information regarding its business and governance. The Company encourages investors to use http://www.simpsonmfg.com as a source of information about the Company. The information on our website is not incorporated by reference into this report or other material we file with or furnish to the Securities and Exchange Commission (the "SEC"), except as explicitly noted or as required by law.

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the Company’s consolidated financial condition and results of operations. This discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and notes thereto included in this report.

“Strong-Tie” and our other trademarks appearing in this report are our property. This report contains additional trade names and trademarks of other companies. We do not intend our use or display of other companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “target,” “continue,” “predict,” “project,” “change,” “result,” “future,” “will,” “could,” “can,” “may,” “likely,” “potentially,” or similar expressions that concern our strategy, plans, expectations or intentions. Forward-looking statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, business outlook, priorities, expectations and intentions, expectations for sales and market growth, comparable sales, earnings and performance, stockholder value, capital expenditures, cash flows, the housing market, the home improvement industry, demand for services, share repurchases, the integration of FIXCO Invest S.A.S ("ETANCO"), our strategic initiatives, including the impact of these initiatives, on our strategic and operational plans and financial results, and any statement of an assumption underlying any of the foregoing and other statements that are not historical facts. Although we believe that the expectations, opinions, projections and comments reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and we can give no assurance that such statements will prove to be correct. Actual results may differ materially from those expressed or implied in such statements.

Forward-looking statements are subject to inherent uncertainties, risks and other factors that are difficult to predict and could cause our actual results to vary in material respects from what we have expressed or implied by these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those expressed in our forward looking statements include, among others, the prolonged impact of the COVID-19 pandemic or the effects of similar pandemics or widespread public health crises and their effects on the global economy, including inflation and labor and supply shortages, on our operations, the operations of our customers, suppliers and business partners, and the successful integration of ETANCO and those discussed under Item 1A. Risk Factors and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Additional risks include: the cyclicality and impact of general economic conditions; changing conditions in global markets including the impact of sanctions and tariffs, quotas and other trade actions and import restrictions; the impact of pandemics, epidemics or other public health emergencies; volatile supply and demand conditions affecting prices and volumes in the markets for both our products and raw materials we purchase; the impact of foreign currency fluctuations; potential limitations on our ability to access capital resources and borrowings under our existing credit agreement; restrictions on our business and financial covenants under our credit agreement; reliance on employees subject to collective bargaining agreements; and or ability to repurchase shares of our common stock and the amounts and timing of repurchases, if any.

We caution that you should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except as required under the federal securities laws or the rules and regulations of the SEC, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC that advise of the risks and factors that may affect our business.




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Overview
 
We design, manufacture and sell building construction products that are of high quality and performance, easy to use and cost-effective for customers. We operate in three business segments determined by geographic region: North America, Europe and Asia/Pacific.

Recent Developments

In 2021, we unveiled several key growth initiatives that we believe will help us continue our track record of achieving above market revenue growth through a combination of organic and inorganic opportunities. Our organic opportunities are focused on expanding the markets for wood and concrete structural connections and solutions. These key growth initiatives will focus on the OEM, repair and remodel or do-it-yourself, mass timber, concrete and structural steel markets.

In order to grow in these markets, we aspire to be among the leaders in engineered load-rated construction building products and systems and building technology while leveraging our engineering expertise, deep-rooted relationships with top builders, engineers, contractors, code officials and distributors, along with our ongoing commitment to testing, research and innovation. Importantly, we currently have existing products, testing results, distribution and manufacturing capabilities for our key growth initiatives. Although these initiatives are all currently in different stages of development, our successful growth in these areas will ultimately be a function of expanding our sales and/or marketing functions to promote our products to different end users and distribution channels, expanding our customer base, and potentially introducing new products in the future.

We have continued to make progress towards our key growth initiatives that were first announced in 2021. Select highlights that include both organic and inorganic growth from 2022 and 2023 were:

Acquiring ETANCO which has resulted in additional scale for our European operations and was accretive to earnings in the first half of 2023;
Increasing our number of commercial market customers including the specification of our solutions for our first ventilated façade application on a building in New York city;
Growing our OEM business across many opportunities, while continuing to develop the market for mass timber, such as designing, building and installing many critical connections in the construction of a 112-foot wood building that was used for the successful testing of the world’s tallest shake table test;
Expanding our wood product and concrete product lines by acquiring intellectual property;
Expanding our product line and off-shelf merchandising efforts within the home center channel, including our Outdoor Accents decorative hardware line;
Realigned our sales teams to more specifically focus on five end use markets – residential, commercial, OEM, national retail and building technology, which has led to new customer and project wins within five of our key growth initiatives; and
As part of our partner of choice initiative, we anticipate completing our path-to-market customer transition by the end of this year.

We also highlighted our core Company ambitions, which were previously referred to as our five-year ambitions in 2021, which are as follows:

Strengthen our values-based culture;
Be the business partner of choice;
Strive to be an innovative leader in the markets we operate;
Continue above market growth relative to the United States housing starts;
Remain within the top quartile of our proxy peers for operating income margin; and
Remain in the top quartile of our proxy peers for return on invested capital.

As we make progress on our key growth initiatives and ambitions, we believe we can continue our above market growth relative to U.S. housing starts in fiscal 2023 and beyond. These examples further emulate our founder, Barclay Simpson’s, nine principles of doing business, and more specifically the focus and obsession on customers and users.

During 2022, we reviewed the footprint for our U.S. operations with assistance from a third party. As a result, we identified opportunities to expand our facilities in the U.S. We believe that these expansions will improve our overall service, production
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efficiencies and safety in the workplace, as well as reduce our reliance on certain outsourced finished goods and component products and continue to ensure we have ample capacity to meet our customer needs. These investments reinforce our core business model differentiators to remain the partner of choice as we continue to produce products locally and ensure superior levels of customer service. Facility investments started in 2022 with the expansion of the Columbus facility expected to be completed in late 2024, and recently announced greenfield opportunity to replace our facility in Gallatin, Tennessee.

Factors Affecting Our Results of Operations

The Company’s business, financial condition and results of operations depends in large part on the level of United States housing starts and residential construction activity. Though single-family housing starts increased in prior years, we have seen demand decline from 2022, though not as much as initially projected entering the year. The decline in demand is attributed to unfavorable economic conditions, including rising interest rates, inflation, recession fears and supply-chain factors, resulting in lower new home starts and completions. However, the Company also supplies product used in multifamily housing construction, which decreased less then single-family housing starts through the first half of 2023. During 2021, we increased prices to offset significantly higher raw material costs arising from supply constraints related to the COVID 19 pandemic. During the first half of 2023, we reduced prices for our customers in response to marginally lower raw material costs, while a tight labor market and unusually wet winter in the western region of the United States did negatively affect housing starts and operating margins for 2023 compared to 2022. Future changes in raw material cost could impact the amount of inventory on-hand, and negatively affect our gross profit and operating margins depending on the timing of raw material purchases or how much sales prices can be increased to offset higher raw material costs.

Unlike lumber or other products that have a more direct correlation to United States housing starts, our products are used to a greater extent in areas that are subject to natural forces, such as seismic or wind events. Our products are generally used in a sequential progression that follows the construction process. Residential and commercial construction begins with the foundation, followed by the wall and the roof systems, and then the installation of our products, which flow into a project or a house according to these schedules.

In prior years, our sales were heavily seasonal with operating results varying from quarter to quarter depending on weather conditions that could delay construction starts. Our sales and income have historically been lower in the first and fourth quarters than in the second and third quarters of a fiscal year. Due to efforts in diversifying our global footprint, most notably with our acquisition of ETANCO, sales from our product line, customer base and customer purchases are becoming less seasonal. Political and economic events such as rising energy costs, volatility in the steel market, stressed product transportation systems and increasing interest rates can also have an effect on our gross and operating profits as well.

Business Segment Information

Historically our North America segment has generated more revenues from wood construction products compared to concrete construction products. Our wood construction product sales increased 1.0% for the quarter ended June 30, 2023 compared to June 30, 2022, mostly due to higher sales volumes, partly offset by lower sales prices, and our concrete construction product sales increased 8.2% over the same periods, due to product price increases in an effort to offset rising raw material costs and by higher volumes. Previously announced price decreases on certain wood products lines will likely negatively affect 2023 net sales compared to 2022. We currently anticipate flat to slight compression of our operating margin for fiscal 2023 compared to 2022 due to the effects of our product price decreases and increases in operating expenses including amortization, partly offset by lower average priced steel in cost of sales relative to much of the prior year, and lower purchase accounting adjustments and integration expenses from our acquisition of ETANCO.

Europe sales decreased 4.1% for the quarter ended June 30, 2023 compared to June 30, 2022, primarily due to lower sales volumes. Wood construction product sales decreased 4.0% for the quarter ended June 30, 2023 compared to June 30, 2022 and concrete construction product sales, which are mostly project based, decreased 4.2% for the quarter ended June 30, 2023 compared to June 30, 2022. Europe reported income from operations of $14.0 million for the quarter ended June 30, 2023 compared to $5.6 million for the quarter ended June 30, 2022, which included a $9.2 million inventory fair-value adjustment as a result of purchase accounting with respect to the acquisition of ETANCO and acquisition and integration costs of $4.0 million. We currently anticipate 2023 results to be impacted by economic headwinds but also believe in the long term potential given Europe's on-going housing shortage (with an increasing use of wood construction) and new environmental regulations for which we have products and solutions. In addition, we expect to incur additional costs in 2023 as originally planned, to continue integrating ETANCO.

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Our Asia/Pacific segment has generated revenues from both wood and concrete construction products, which we believe is not significant to our overall performance.


Business Outlook

The Company has updated its financial outlook for the full fiscal year ending December 31, 2023 based on two quarters of performance to reflect its latest expectations regarding demand trends, raw material costs and operating expense as of July 24, 2023 as follows:

Operating margin is now estimated to be in the range of 20.5% to 21.5%.

The effective tax rate is estimated to be in the range of 25% to 26%, including both federal and state income tax rates and assuming no tax law changes are enacted.

Capital expenditures are estimated to be in the range of $105.0 million to $115.0 million.

The Company continues to make progress on its efforts to integrate ETANCO into its operations and to realize previously identified offensive and defensive synergies in the years ahead. However, these efforts will continue to result in additional costs in 2023 that have been planned since the Company announced the transaction. Management continues to believe the Company remains well positioned to capture meaningful benefits from these synergies, subject to macroeconomic changes, which are expected to delay realization of some of the offensive synergy opportunities.



Results of Operations for the Three Months Ended June 30, 2023, Compared with the Three Months Ended June 30, 2022
 
Unless otherwise stated, the below results, when providing comparisons (which are generally indicated by words such as “increased,” “decreased,” “unchanged” or “compared to”), compare the results of operations for the three months ended June 30, 2023, against the results of operations for the three months ended June 30, 2022. Unless otherwise stated, the results announced below, when referencing “both quarters,” refer to the three months ended June 30, 2022 and the three months ended June 30, 2023.


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Second Quarter 2023 Consolidated Financial Highlights

The following table shows the change in the Company's operations from the three months ended June 30, 2022 to the three months ended June 30, 2023, and the increases or decreases for each category by segment:
Three Months EndedThree Months Ended
 Increase (Decrease) in Operating Segment
 June 30,North Asia/Admin &June 30,
(in thousands)2022AmericaEuropePacificAll Other2023
Net sales$593,232 $9,057 $(5,421)$712 $— $597,580 
Cost of sales333,899 (9,889)(14,217)(10)331 310,114 
Gross profit 259,333 18,946 8,796 722 (331)287,466 
Research and development and other engineering expense16,943 4,125 378 81 11 21,538 
Selling expense45,074 5,007 260 95 50,438 
General and administrative expense58,419 3,719 3,894 267 2,468 68,767 
Total operating expenses120,436 12,851 4,532 443 2,481 140,743 
Acquisition and integration related costs5,864 — (4,005)— — 1,859 
Net loss (gain) on disposal of assets(43)32 (146)— — (157)
Income from operations133,076 6,063 8,415 279 (2,812)145,021 
Interest income (expense), net and other(3,372)1,310 756 (5)606 (705)
Other & foreign exchange gain (loss), net(1,890)2,195 636 453 (1,037)357 
Income (loss) before income taxes127,814 9,568 9,807 727 (3,243)144,673 
Provision for income taxes34,244 (795)4,338 131 (456)37,462 
Net income (loss)$93,570 $10,363 $5,469 $596 $(2,787)$107,211 
 
Net sales increased 0.7% to $597.6 million from $593.2 million primarily due to higher sales volumes in North America which offset Europe's lower sales volumes. Wood construction product sales, including sales of connectors, truss plates, fastening systems, fasteners and shearwalls, represented 86% and 87% of the Company's total sales in the second quarters of 2023 and 2022, respectively. Concrete construction product sales, including sales of adhesives, chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials, represented 14% and 13% of the Company's total sales in the second quarters of 2023 and 2022, respectively.

Gross profit increased 10.8% to $287.5 million from $259.3 million primarily due to ETANCO gross margin improvement of 38.1% from 23.9% last year, which in prior year included an inventory fair-value adjustment of $9.2 million, which resulted in a consolidated gross margin of 48.1% compared to 43.7% last year. From a product perspective, gross margin increased to 48.4% from 43.7% for wood construction products and increased to 45.9% from 43.2% for concrete construction products, respectively.

Research and development and engineering expense increased 27.1% to $21.5 million from $16.9 million, primarily due to increases of $2.9 million in personnel costs, $1.0 million for variable compensation and $0.3 million in depreciation and amortization.

Selling expense increased 11.9% to $50.4 million from $45.1 million, primarily due to increases of $2.4 million of variable compensation, $2.1 million in personnel costs and $0.4 million in professional fees.

General and administrative expense increased 17.7% to $68.8 million from $58.4 million, primarily due to increases of $3.3 million in personnel costs, $2.1 million in computer and software expenses net of amounts capitalized, $1.8 million in variable compensation, $0.9 million in depreciation and amortization, $0.7 million in professional fees, $0.3 million in travel related costs, offset by a decrease of $1.3 million for bad debt expenses.

Acquisition and integration costs related to ETANCO were $4.0 million lower.

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Our effective income tax rate decreased to 25.9% from 26.8%.

Consolidated net income was $107.2 million compared to $93.6 million. Diluted earnings per share was $2.50 compared to $2.16.

Net sales
 
The following table shows net sales by segment for the three months ended June 30, 2023 and 2022, respectively:
 North Asia/ 
(in thousands)AmericaEuropePacificTotal
Three months ended    
June 30, 2022$456,410 $133,238 $3,584 $593,232 
June 30, 2023465,467 127,817 4,296 597,580 
Increase (decrease) $9,057 $(5,421)$712 $4,348 
Percentage increase (decrease)2.0 %(4.1)%19.9 %0.7 %

The following table shows segment net sales as percentages of total net sales for the three months ended June 30, 2023 and 2022, respectively:
 
North
America
EuropeAsia/
Pacific
Total
Percentage of total 2022 net sales77 %22 %%100 %
Percentage of total 2023 net sales78 %21 %%100 %
 
Gross profit
 
The following table shows gross profit by segment for the three months ended June 30, 2023 and 2022, respectively:
 
 North Asia/Admin & 
(in thousands)AmericaEuropePacificAll OtherTotal
Three months ended     
June 30, 2022$219,299$39,023$1,098$(87)$259,333
June 30, 2023238,24547,8191,820(418)287,466
Increase (decrease)$18,946$8,796$722$(331)$28,133
Percentage Increase8.6 %22.5 %**10.8 %
                         
* The statistic is not meaningful or material.
 
The following table shows gross margin by segment for the three months ended June 30, 2023 and 2022, respectively:
 
North
America
EuropeAsia/
Pacific
Admin &
All Other
Total
2022 gross margin percentage48.0 %29.3 %30.6 %*43.7 %
2023 gross margin percentage51.2 %37.4 %42.4 %*48.1 %
                         
* The statistic is not meaningful or material.





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North America

Net sales increased 2.0%, primarily due to higher volumes.

Gross margin increased to 51.2% from 48.0%, primarily from lower raw material costs, partially offset by higher factory and tooling, warehouse and freight costs, as a percentage of net sales.

Research, development and engineering expenses increased 26.8%, primarily due to increases of $1.6 million in personnel costs, $0.9 million in variable compensation, $0.4 million in professional fees, and $0.2 million depreciation and amortization.

Selling expense increased 15.6%, primarily due to increases of $2.5 million in personnel costs, $1.8 million in variable compensation, and $0.2 million in professional fees.

General and administrative expense increased 10.8%, primarily due to increases of $2.5 million in personnel cost and $2.2 million in computer and software expense net of amounts capitalized, offset by decreases of $2.2 million in professional fees and $1.4 million in bad debt expense.

Income from operations increased by $6.1 million due to the factors discussed above.

Europe

Net sales decreased 4.1%, primarily by lower sales volumes.

Gross margin increased to 37.4% from 29.3%. Europe gross profit of $47.8 million included $30.3 million from ETANCO which contributed 38.1% gross margin compared to last year of 23.9%, which included the fair value adjustment of $9.2 million.

Income from operations increased by $8.4 million, which includes ETANCO's operating income of $7.6 million which is net of $4.3 million of amortization expense on acquired intangible assets, and $1.9 million in integration costs.

Asia/Pacific

For information about the Company's Asia/Pacific segment, please refer to the tables above setting forth changes in our operating results for the three months ended June 30, 2023 and 2022.


Results of Operations for the Six Months Ended June 30, 2023, Compared with the Six Months Ended June 30, 2022
 
Unless otherwise stated, the results announced below, when providing comparisons (which are generally indicated by words such as “increased,” “decreased,” “unchanged” or “compared to”), compare the results of operations for the six months ended June 30, 2023, against the results of operations for the six months ended June 30, 2022. Unless otherwise stated, the results announced below, when referencing “both periods,” refer to the six months ended June 30, 2022 and the six months ended June 30, 2023

On April 1, 2022, the Company acquired ETANCO (Note 3) and subsequently began recording and reporting its financial operation results through the second quarter of 2022 and future quarters. Due to the date we acquired ETANCO, 2023 results for our Financial Highlights include two quarters of ETANCO whereas 2022 included one quarter, and the year to date results between 2023 and 2022 for our Financial Highlights impacts only our Consolidated and Europe segment. As a result, all financial and margin changes for our Consolidated and Europe segment may reflect large financial and percentage increases through the 2023 year-to-date reporting cycle.
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Year-to-Date (6-month) 2023 Consolidated Financial Highlights

The following table illustrates the differences in our operating results for the six months ended June 30, 2023, from the six months ended June 30, 2022, and the increases or decreases for each category by segment:
 
 Six Months EndedIncrease (Decrease) in Operating SegmentSix Months Ended
 June 30,North Asia/Admin &June 30,
(in thousands)2022AmericaEuropePacificAll Other2023
Net sales$1,086,802 $(23,343)$67,342 $1,209 $— $1,132,010 
Cost of sales590,688 (29,936)29,395 1,011 511 591,669 
Gross profit496,114 6,593 37,947 198 (511)540,341 
Research and development and other engineering
expense
32,809 8,234 1,253 (32)20 42,284 
Selling expense81,910 8,959 8,087 160 (10)99,106 
General and administrative expense112,192 4,632 13,961 488 1,201 132,474 
226,911 21,825 23,301 616 1,211 273,864 
Acquisition and integration related costs12,815 — (9,514)— — 3,301 
Net gain on disposal of assets(1,126)906 (207)
Income (loss) from operations257,514 (15,239)23,254 (423)(1,723)263,383 
Interest income (expense), net and other(3,585)1,525 (1,994)— 2,780 (1,274)
Other & foreign exchange gain (loss), net(2,107)3,931 539 (111)(2,294)(42)
Income (loss) before income taxes251,822 (9,783)21,799 (534)(1,237)262,067 
Provision for income taxes63,677 (4,720)8,387 (219)(222)66,903 
Net income$188,145 $(5,063)$13,412 $(315)$(1,015)$195,164 
 
Net sales increased 4.2% to $1,132.0 million from $1,086.8 million driven by ETANCO's extra quarter of net sales in 2023 vs. 2022 offset by lower sales volumes in North America. Wood construction product sales, including sales of connectors, truss plates, fastening systems, fasteners and shearwalls, represented 86% of the Company's total sales in the first six months of 2023 and 2022. Concrete construction product sales, including sales of adhesives, chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials, represented 14% of the Company's total sales in the first six months of 2023 and 2022.

Gross profit increased 8.9% to $540.3 million from $496.1 million. Gross margins increased to 47.7% from 45.6%, The increase includes a 2022 non-recurring charge of $9.2 million for the fair value step-up of inventory acquired from ETANCO, which did not occur in 2023, as well as lower raw material costs for the Company overall. Gross margins increased to 47.8% from 45.7% for wood construction products and increased to 46.5% from 44.8% for concrete construction products.

Research and development and engineering expense increased 28.9% to $42.3 million from $32.8 million primarily due to increases of $5.7 million in personnel costs, $1.3 million in variable compensation, $0.7 million in professional fees, $0.6 million in depreciation and amortization and $0.5 million in travel related costs.

Selling expense increased to $99.1 million from $81.9 million, primarily due to increases of $8.0 million in personnel costs, $3.2 million in variable compensation, $1.8 million in travel related costs, $1.5 million in professional fees, and $0.6 million in advertising and trade shows.

General and administrative expense increased to $132.5 million from $112.2 million, primarily due to increases of $6.3 million in personnel costs, $6.2 million in depreciation and amortization expenses, $3.2 million computer and software expenses net of amounts capitalized and $1.1 million in travel related costs.

Acquisition and integration costs related to ETANCO were $9.5 million lower.

Our effective income tax rate increased to 25.5% from 25.3%.
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Consolidated net income was $195.2 million compared to $188.1 million. Diluted earnings per share was $4.55 compared to $4.34.

Net sales
 
The following table represents net sales by segment for the six-month periods ended June 30, 2022 and 2023:
 North Asia/ 
(in thousands)AmericaEuropePacificTotal
Six Months Ended    
June 30, 2022$895,140 $184,689 $6,973 $1,086,802 
June 30, 2023871,797 252,031 8,182 1,132,010 
Increase (decrease)$(23,343)$67,342 $1,209 $45,208 
Percentage increase (decrease)(2.6)%36.5 %17.3 %4.2 %

The following table represents segment sales as percentages of total net sales for the six-month periods ended June 30, 2022 and 2023, respectively:
North
America
EuropeAsia/
Pacific
Total
Percentage of total 2022 net sales82 %17 %%100 %
Percentage of total 2023 net sales77 %22 %%100 %

Gross profit
 
The following table represents gross profit by segment for the six-month periods ended June 30, 2022 and 2023:
 North Asia/Admin & 
(in thousands)AmericaEuropePacificAll OtherTotal
Six Months Ended     
June 30, 2022$437,175 $56,476 $2,546 $(83)$496,114 
June 30, 2023443,767 94,423 2,744 (593)540,341 
Increase (decrease)$6,592 $37,947 $198 $(510)$44,227 
Percentage increase 1.5 %67.2 %**8.9 %
                         
* The statistic is not meaningful or material

The following table represents gross margin by segment for the six-month periods ended June 30, 2022 and 2023:
 
(in thousand)North
America
EuropeAsia/
Pacific
Admin &
All Other
Total
2022 gross margin percentage48.8 %30.6 %36.5 %*45.6 %
2023 gross margin percentage50.9 %37.5 %33.5 %*47.7 %
                         
* The statistic is not meaningful or material.








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North America

Net sales decreased 2.6%, primarily due to lower volumes.

Gross margin increased to 50.9% from 48.8%, due to lower raw material costs as a percentage of net sales, which were partially offset by higher labor, factory & tooling and warehouse costs as a percentage of net sales.

Research and development and engineering expense increased 27.3%, primarily due to increases of $3.1 million in personnel costs, $1.2 million in variable compensation, $0.9 million in professional fees, $0.5 million in depreciation and amortizations and $0.4 million in travel related costs.

Selling expense increased 14.2%, primarily due to increases of $4.0 million in personnel costs, $1.7 million in variable compensation, $1.2 million in professional fees and $1.1 million in travel related costs.

General and administrative expense increased 6.5%, primarily due to increases of $3.3 million in personnel costs, $2.4 million in computer and software expenses net of amounts capitalized, and $0.6 million in travel related costs offset by $3.3 million in professional fees.

Income from operations decreased $15.2 million, due to decreased gross profit and higher operating expenses.

Europe

Net sales increased 36.5%, primarily due to the ETANCO acquisition providing one quarter of sales year to date in 2022 compared with two quarters of sales year to date in 2023. The increase in sales were partly offset by the negative effect of approximately $3.1 million in foreign currency translation.

Gross margin increased to 37.5% from 30.6% while gross profit increased $37.9 million. Europe's gross profit included ETANCO's increased profit of $41.8 million. ETANCO gross margin increased from 23.9% to 38.2% with the non-recurring inventory adjustment of $9.2 million reflected in 2022.

Income from operations increased $23.3 million, primarily due to higher gross profit. Included in income from operations was ETANCO's increased profit of $17.7 million, which included $8.5 million of amortization expense on acquired intangible assets, and $3.3 million for integration costs for a total of $11.7 million.

Asia/Pacific

For information about the Company's Asia/Pacific segment, please refer to the tables above setting forth changes in our operating results for the six months ended June 30, 2023 and 2022.


Effect of New Accounting Standards

See "Note 1 Basis of Presentation — Accounting Standards Not Yet Adopted ” to the accompanying unaudited interim Condensed Consolidated Financial Statements.

Liquidity and Sources of Capital

We have historically met our capital needs through a combination of cash flows from operating activities and, when necessary, borrowings under our credit agreements. Our principal uses of capital include the costs and expenses associated with our operations, including financing working capital requirements and continuing our capital allocation strategy, which includes supporting capital expenditures, paying cash dividends, repurchasing the Company's common stock, and financing other investment opportunities.

On March 30, 2022, the Company entered into an Amended and Restated Credit Agreement to finance a portion of its acquisition of ETANCO, which provides for a 5-year revolving credit facility of $450.0 million, and for a 5-year term loan facility of $450.0 million. As of June 30, 2023, the Company had borrowings of $150.0 million under the revolving credit facility and $421.9 million under the term loan facility, and has $300.0 million available to borrow under the revolving credit
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facility. We believe that our cash position and cash flows from operating activities are sufficient to meet our cash flow needs for the next twelve months and the foreseeable future, including repayments of amounts of outstanding debt under the Amended and Restated Credit Agreement.

As of June 30, 2023, our cash and cash equivalents consisted of deposits and money market funds held with established national financial institutions. Cash and cash equivalents of $80.3 million are held in the local currencies of our foreign operations and could be subject to additional taxation if repatriated to the United States. The Company is maintaining a permanent reinvestment assertion on its foreign earnings relative to remaining cash held outside the United States.

The following table shows selected financial information as of June 30, 2023, December 31, 2022 and June 30, 2022, respectively:
As of June 30,As of December 31,As of June 30,
(in thousands)202320222022
Cash and cash equivalents$407,982 $300,742 $246,134 
Property, plant and equipment, net375,240 361,555 346,184 
Equity investment, goodwill and intangible assets879,386 872,699 862,055 
Working capital excluding cash and cash equivalents567,874 529,945 597,079 

The following table provides information on how cash was used or provided during the six-month periods ended June 30, 2023 and 2022, respectively:
Six Months Ended June 30,
(in thousands)20232022
Net cash provided by (used in):
  Operating activities$197,240 $138,451 
  Investing activities(48,049)(833,552)
  Financing activities(40,996)631,531 

Cash flows from operating activities result primarily from our earnings before non-cash items such as depreciation, amortization and stock-based compensation, and are also affected by changes in operating assets and liabilities which consist primarily of working capital balances. Our revenues are derived from manufacturing and sales of building construction materials. Our operating cash flows are subject to seasonality and are cyclically associated with the volume and timing of construction project starts. For example, trade accounts receivable are generally lowest at the end of the fourth quarter and increases during the first, second and third quarters as construction activity ramps in markets we serve.

During the six months ended June 30, 2023, operating activities provided $197.2 million in cash, as a result of $195.2 million from net income plus $45.2 million non-cash expenses such as depreciation, amortization, and stock-based compensation. This amount was partly offset by $43.1 million used for the net change in operating assets and liabilities, including an increase of $118.9 million in trade accounts receivable and decreases of $49.0 million in other current liabilities and $34.9 million in inventory.

Cash used in investing activities of $48.0 million during the six months ended June 30, 2023 was mainly for capital expenditures and acquisition related activities. Our capital spending for the six months ended June 30, 2023 and June 30, 2022 was $37.9 million and $31.8 million, respectively, which was primarily used for machinery and equipment purchases and real estate improvements. Based on current information and subject to future events and circumstances, total approved capital spending for 2023 will be in the $105.0 million to $115.0 million range, compared to the previous estimate of $85.0 to $95.0 million, primarily due to the recently announced greenfield opportunity to replace our facility in Gallatin, Tennessee for both maintenance and growth to maximize efficiencies and invest in our key initiatives. Our acquisition activities were primarily for expanding our product line.

Cash used in financing activities of $41.0 million during the six months ended June 30, 2023 consisted primarily of $22.2 million used to pay dividends to our stockholders, $11.7 million used for debt repayment and $7.4 million used to pay income taxes on behalf of employees for shares withheld with respect to their vested restricted stock units.
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On July 28, 2023, the Company's Board of Directors (the "Board") declared a quarterly cash dividend of $0.27 per share payable on October 26, 2023, to the Company's stockholders of record on October 5, 2023.

Since the beginning of 2019 to the quarter ended June 30, 2023, we have returned $428.1 million to stockholders, which represents 46.7% of our free cash flow and includes repurchasing over 3.1 million shares of the Company's common stock, which represents approximately 6.8% of the outstanding shares of the Company's common stock at the start of 2019.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 
We have operations both within the United States and internationally, and are exposed to market risks in the ordinary course of our business.

Foreign Exchange Risk

We have foreign exchange rate risk in our international operations, and through purchases from foreign vendors. Changes in the values of currencies of foreign countries affect our financial position, income statement and cash flows when translated into U.S. Dollars. We estimate that if the exchange rate were to change by 10% in any one country where we have our operations, the change in net income would not be material to our operations taken as a whole.

We may manage our exposure to transactional exposures by entering into foreign currency forward contracts for forecasted transactions and projected cash flows for foreign currencies in future periods. In 2021 and 2022, we entered into financial contracts at various times to hedge the risk of fluctuations associated with the Euro and the Chinese Yuan during 2022 and 2023.

Interest Rate Risk

Our primary exposure to interest rate risk results from outstanding borrowings under the Amended and Restated Credit Agreement, which bears interest at variable rates. As of June 30, 2023, the outstanding debt under the Amended and Restated Credit Agreement subject to interest rate fluctuations was $571.9 million. The variable interest rates on the Credit Agreement fluctuate and expose us to short-term changes in market interest rates as our interest obligation on this instrument is based on prevailing market interest rates. Interest rates fluctuate as a result of many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control.

We have entered into an interest rate swap agreement to convert the variable interest rate on the balances outstanding under our Amended and Restated Credit Agreement to fixed interest rates. The objective of the interest rate swap agreement is to eliminate the variability of the interest payment cash flows associated with the variable interest rate outstanding under the borrowings. We designated the interest rate swaps as cash flow hedges. Refer to Note 8, "Derivatives and Hedging Instruments", for further information on our interest rate swap contracts in effect as of June 30, 2023.

Commodity Price Risk

In the normal course of business, we are exposed to market risk related to our purchase of steel, a significant raw material upon which our manufacturing depends. The cost of steel increased in 2021 when compared to historical levels due to the worldwide raw material shortage stemming from the COVID-19 pandemic. While steel is typically available from numerous suppliers, the price of steel is a commodity subject to fluctuations that apply across broad spectrums of the steel market. We do not use any derivative or hedging instruments to manage steel price risk. If the price of steel increases, our variable costs would also increase. While historically we have successfully mitigated these increased costs through the implementation of price increases, in the future we may not be able to successfully mitigate these costs, which could cause our operating margins to decline.
 


Item 4. Controls and Procedures.
 
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Disclosure Controls and Procedures. As of June 30, 2023, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the chief executive officer the (“CEO”) and the chief financial officer (the “CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15-d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act). Based on this evaluation, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level. Disclosure controls and procedures are controls and other procedures designed reasonably to assure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures are also designed reasonably to assure that this information is accumulated and communicated to the Company’s management, including the CEO and the CFO, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, including the CEO and the CFO, does not, however, expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent all fraud and material errors. Internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the facts that there are resource constraints and that the benefits of controls must be considered relative to their costs. The inherent limitations in internal control over financial reporting include the realities that judgments can be faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of internal control is also based in part on assumptions about the likelihood of future events, and there can be only reasonable, not absolute assurance that any design will succeed in achieving its stated goals under all potential events and conditions. Over time, controls may become inadequate because of changes in circumstances, or the degree of compliance with the policies and procedures may deteriorate.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the three months ended June 30, 2023, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


PART II — OTHER INFORMATION


Item 1. Legal Proceedings.
 
From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. Corrosion, hydrogen embrittlement, cracking, material hardness, wood pressure-treating chemicals, misinstallations, misuse, design and assembly flaws, manufacturing defects, labeling defects, product formula defects, inaccurate chemical mixes, adulteration, environmental conditions, or other factors can contribute to failure of fasteners, connectors, anchors, adhesives, specialty chemicals, such as fiber reinforced polymers, and tool products. In addition, inaccuracies may occur in product information, descriptions and instructions found in catalogs, packaging, data sheets, and the Company’s website.

The Company currently is not a party to any legal proceedings which the Company expects individually or in the aggregate to have a material adverse effect on the Company’s financial condition, cash flows or results of operations. Nonetheless, the resolution of any claim or litigation is subject to inherent uncertainty and we could in the future, incur judgments, enter into settlements of claims or revise our expectations regarding the outcome of the various legal proceedings and other matters we are currently involved in, which could materially impact our financial condition, cash flows or results of operations. See “Note 13 — Commitments and Contingencies” to the accompanying unaudited interim consolidated financial statements for certain potential third-party claims.



Item 1A. Risk Factors.

There have been no material changes to our risk factors reported or new risk factors identified since the filing of our Annual Report on Form 10-K for the year ended December 31, 2022.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
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Pursuant to the Board’s $100.0 million repurchase authorization that was publicly announced on December 15, 2022, which authorization is scheduled to expire on December 31, 2023. No repurchases have occurred in 2023.


Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None of the Company's directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended June 30, 2023, as such terms are defined under Item 408(a) of Regulation S-K.


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Item 6. Exhibits.
 
EXHIBIT INDEX
3.1
3.2
10.1
31.1
31.2
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101.INS 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 Schema Linkbase Document
101.CAL Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Labels Linkbase Document
101.PRE Inline XBRL Taxonomy Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  Simpson Manufacturing Co., Inc.
  (Registrant)
   
   
DATE:August 7, 2023 By /s/Brian J. Magstadt
  Brian J. Magstadt
  Chief Financial Officer
  (principal accounting and financial officer)

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