UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ýAnnual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 20172021 
OR
oTransition 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)
Delaware94-3196943
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
5956 W. Las Positas Blvd., Pleasanton, CA                             94588
(Address    (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:  (925) 560-9000
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 $0.01SSDNew York Stock Exchange Inc.
(Title of each class)(Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ý  No  o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes  o  No  ý
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes  ý  No  o
Indicate by check mark if disclosurewhether the registrant has filed a report on and attestation to its management’s assessment of delinquent filers pursuant to Item 405
the effectiveness of Regulation S-K is not contained herein, and will not be contained, toits internal control over financial reporting under Section 404(b) of the best of registrant’s knowledge, in definitive proxySarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ] issued its audit report. ☒
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 filerx
x
Accelerated filer  o
Non-accelerated filer   o (Do not check if a smaller reporting company)
Smaller reporting company  o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected has elected not to use the extended transition period for complying with the new or revised financial accounting standards provided pursuant to Section 13 (a) of the ExchangedExchange Act o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o  No  ý
As of June 30, 2017, there were outstanding 47,273,393 shares of the registrant’s common stock, par value $0.01, which is the only outstanding class of common or voting stock of the registrant.
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    The aggregate market value of the shares of common stock, par value $0.01 per share, which is the only outstanding class of voting and non-voting equity, held by non-affiliates of the registrant (based on the closing price for the common stock on the New York Stock Exchange on June 30, 2017)2021) was approximately $1,755,382,642.$4,771,512,268.

As of February 26, 2018, 46,684,83122, 2022, 43,354,677 shares of the registrant’s common stock were outstanding.



Documents Incorporated by Reference
Portions of the registrant's definitive Proxy Statement for its 20182022 annual meeting of the stockholders (the "2018"2022 Annual Meeting") are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission (the "SEC") within 120 days of the registrant's fiscal year ended December 31, 2017.

2021.

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SIMPSON MANUFACTURING CO., INC.

TABLE OF CONTENTS
Page
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART 1V
Item 15.
Item 16.

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NOTE ABOUT FORWARD-LOOKING STATEMENTS


This Annual Report on Form 10-K containsIn this filing we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. Such statements are 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. All statements relating to events or results that may occur in the future are forward-looking statements, including but not limited to, statements regarding our plans, sales, sales trends, sales growth rates, revenues, profits, costs, working capital, balance sheet, inventories, products(including software and concrete offerings), relationships with contractors and partners (including our collaboration with The Home Depot, Inc.amended (the “Exchange Act”), market strategies, market shares, expenses (including operating expenses and research, development and engineering investments), unrecognized costs (including those with respect to unvested stock-based compensation), cost savings or reduction measures, repatriation of funds, factory utilization rates, results of operations, tax liabilities, losses, capital spending, housing starts, price changes (including product prices and raw material, such as steel, prices), profitability, profit margins, effective tax rates, depreciation or amortization expenses, amortization periods, returns on invested capital, stock repurchases, dividends, compensation arrangements, prospective adoption of new accounting standards, effects of changes in accounting standards and tax laws, effects and expenses of (including eventual gains or losses related to) mergers and acquisitions and related integrations, effects and expenses of equity investments, effects and expenses of relocating manufacturing facilities, effects of changes in foreign exchange rates or interest rates, effects and costs of facility consolidations and expansions (including related savings), success, effects and costs of software program implementations (including related capital expenditures and savings), labor relations, needs for additional facilities, materials and personnel, effects and costs of credit facilities and capital lease obligations, headcount, engagement of consultants, the Company’s 2020 Plan (discussed under “Management's Discussion and Analysis of Financial Condition and Results of Operations” below), the Company’s efforts and costs to implement the 2020 Plan, the effects of the 2020 Plan and the projected impact of any of the foregoing on our business, financial condition and results of operations.. Forward-looking statements generally can be identified by words such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” “plan,” “target,” “continue,” "outlook," “predict,” “project,” “change,” ���result,“result,” “future,” “will,” “could,” “can,” “may,” “likely,” “potentially,” or similar expressions. Although we believe that these forward-looking statements and the underlying assumptions are reasonable, we cannot assure you that they will prove to be correct.

Forward-looking statements are necessarily speculative in nature, are based on numerous assumptions,involve a number of risks and involve known and unknown risks, uncertainties, and otherthere are factors (some of which are beyond our control) that could significantly affect our operations and may cause our actual actions, results financial condition, performance or achievements to be substantially differentdiffer materially from any future actions, results, financial condition, performance or achievementsthose expressed or implied by any suchin our forward-looking statements. ThoseSome of those factors include, but are not limited to: (i) (in addition to others described elsewhere in this Annual Report on Form 10-K and in our subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”)) include:

the impact, execution and effectiveness of the Company’s current strategic plan the 2020 Plan, and the efforts and costs to implement the plan; (ii) initiatives;
general economic cycles and construction business conditions; (iii) conditions including changes in U.S. housing starts;
customer acceptance of our products; (iv)
product liability claims, contractual liability, engineering and design liability and similar liabilities or claims, (v) claims;
relationships with partners, suppliers and customers and their financial conditions; (vi) condition;
materials and manufacturing costs; (vii) changes in capital and credit market conditions; (viii)
technological developments, including system updates and conversions; (ix)
increased competition; (x)
changes in laws or industry practices; (xi)
litigation risks and actions by activist shareholders, (xii) shareholders;
changes in market conditions; (xiii) governmental
geopolitical and business conditions in countries where our products are manufactured and sold; (xiv)
natural disasters and other factors that are beyond the Company’s reasonable control; (xv)
changes in trade regulations, treaties or agreements or in U.S. and international taxes, tariffs and duties including those imposed on the Company’s income, imports, exports and repatriation of funds; (xvi)
effects of merger or acquisition activities, orincluding the lack thereof; (xvii) expected acquisition of the Etanco Group;
actual or potential takeover or other change-of-control threats; (xviii) and
changes in our plans, strategies, objectives, assumptions, expectations or intentions; and (xix) other risks and uncertainties indicated from timeintentions.

These factors in addition to time in our filings with the U.S. Securities and Exchange Commission, including this Annual Report on Form 10-K. See below “Part I, Item 1A - Risk Factors.” Each forward-looking statement containedothers described elsewhere in this Annual Report on Form 10-K, is specifically qualifiedincluding those described under Item 1A-Risk Factors, and in its entirety by the aforementioned factors. In light of the foregoing, investors are advised to carefully read this Annual Report on Form 10-K in connectionour subsequent filings with the important disclaimers set forth above and are urgedSEC, should not be construed as a comprehensive listing of factors that could cause results to rely on anyvary from our forward-looking statements in reaching any conclusions or making any investment decisions about us or our securities. All forward-looking statements hereunder are made as of the date of this Annual Report on Form 10-K and are subject to change. Except as required by law, we do not intend andstatements.

We undertake no obligation to publicly update revise or publicly release any updates or revisions torevise any forward-looking statements, hereunder, whether as a result of the receipt of new information, the occurrence of future events, the change of circumstances or otherwise. We further do not accept any responsibility for any projectionsotherwise, except as may be required by law. If one or reports published by analysts, investorsmore forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other third parties.forward-looking statements.


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.
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“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.



PART I
 
Item 1. Business.

Company Background


The Company is focused on making buildings safe and secure. The Company,Simpson Manufacturing Co., Inc. ("Simpson," the "Company," "we," "us," or "our,") through its wholly ownedour wholly-owned subsidiary, Simpson Strong-Tie Company Inc. ("SST"), designs, engineers and is a leading manufacturer of high quality wood and concrete construction products designed to make structures safer and more secure. Our products are designed to perform at high levels and be easy touse and cost-effective for customers. Our wood construction products includingare used in light-frame construction and include connectors, truss plates, fastening systems, fasteners and pre-fabricated lateral systems used in light-frame construction, andresistive systems. Our concrete construction products are used forin concrete, masonry and steel construction and for concrete repair, protection and strengthening, includinginclude adhesives, chemicals, mechanical anchors, carbide drill bits, powder actuated tools, and fiber reinforced materials. The Company markets itsmaterials and other repair products used for protection and strengthening. We market our products to the residential construction, light industrial and commercial construction, remodeling and do-it-yourself (“DIY”) markets. The CompanyWe also providesprovide engineering services in support of some of itsour products and increasingly offersoffer design and other software that facilitates the specification, selection and use of itsour products. The Company has continuously manufactured structural connectors since 1956 and believes that the Simpson Strong-TieStrong-Tie® brand benefits from strong brand name recognition in residential, light industrial and commercial applications among architects and engineers who frequently request the use of the Company’sour products.


Business StrategySales


The Company attracts and retains customers by designing, manufacturing and selling high quality products that perform well, are of high quality and performance, easy to use and cost-effective for customers. The Company aims to manufacturemanufactures and warehousewarehouses its products in geographic proximity to its markets to providehelp ensure availability and facilitate rapid delivery of products to customers, and prompt responsewhich enables us to promptly respond to customer requests for specially designed products and services. The Company maintains levels of inventory intended to operate with littleminimum backlog and fill most customer orders within a few days. High levels of manufacturing automation and flexibility allow the Company to maintain its high quality standards while continuing to provide prompt delivery.delivery to meet our customers' needs.


The Company intends to continue efforts to increase market share in both the wood construction and concrete construction product groups by:


maintaining frequent contact with customerscustomer contacts and private organizations that provide information to building code officials;service levels;
continuing to sponsor seminars to inform architects, engineers, contractors and building officials on appropriate use, proper installation and identification of the Company’s products;
continuing to invest in mobile, web and software applications for customers to both help them do their jobs more efficiently and allow us to connect with them utilizing social media, blog posts and videos to connect and engage with customers and to help them do their jobs more efficiently; andvideos;
continuing to diversify product offerings to be less dependent on United States residential housing.

The Company’s long-term strategy is to develop, acquire or invest in Building Information Modeling ("BIM") software services and solutions for home builders and lumber-building material suppliers; and
continuing to innovate, advance and diversify our product offerings.

Products and Services

Historically, the Company’s product lines or businesses that have encompassed connectors, anchors, fasteners, lateral resistive systems, and truss plates, as well as repair and strengthening product lines for the potentialindustrial and transportation markets. See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Note 18 — Segment Information” to increase the Company’s earnings per share over time and that:Consolidated Financial Statements for financial information regarding revenues by product category.


complement the Company’s existing product lines;
can be marketed through the Company’s existing distribution channels;
might benefit from useMany of the Company’s brand namesproducts are approved by building code evaluation agencies. To achieve these approvals, the Company conducts extensive product testing, which is witnessed and expertise;
are responsivecertified by independent testing laboratories. These tests also provide the basis of load ratings for the Company’s structural products. This test and load information is used by architects, engineers, contractors, building officials, and homeowners in selecting our products and comparing them to needsthose of competitors, and is useful across all applications of the Company’s customers;products, ranging from the deck constructed by a homeowner to a multi-story structure designed by an architect or engineer.
expand
Wood Construction Products. The Company produces and markets over 14,000standard and custom wood construction products. These products are used primarily to strengthen, support and connect wood applications in residential and commercial
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construction and DIY projects. The Company’s wood construction products contribute to structural integrity and resistance to seismic, wind and gravitational forces. As described below, the Company’s wood construction products include:

Connectors - Connectors are prefabricated metal products that attach wood, concrete, masonry or steel together and are essential for tying wood construction elements together and create safer and stronger buildings. Included in this category are connectors, holddowns, and truss connector plates.
Fasteners - The fastening line includes various nails, screws and staples, which are complemented by the Company's Quik Drive auto-feed screw driving system, which is used in numerous applications such as decking, subfloors, drywall and roofing; and
Lateral Resistive Systems - Lateral resistive systems are assemblies used to resist earthquake or wind forces and include steel and wood shearwalls, Anchor Tiedown Systems (ATS), and steel moment frames.

Concrete Construction Products. The Company produces and markets geographically;over 1,000 standard and
reduce custom concrete construction products. The Company’s concrete construction products are composed of various materials including steel, chemicals and carbon fiber. They are used primarily to anchor, protect and strengthen concrete, brick and masonry applications in industrial, infrastructure, residential, commercial and DIY projects. The Company’s concrete construction products contribute to structural integrity and resistance to seismic, wind and gravitational forces. These products are sold in all segments of the Company. As described below, the Company’s dependence onconcrete construction products include:

Anchor Products - Anchor products include adhesives, mechanical anchors, carbide drill bits and powder-actuated pins and tools used for numerous applications of anchoring or attaching elements onto concrete, brick, masonry and steel; and
Construction, Repair, Protection and Strengthening Products - Concrete construction repair, protection and strengthening products include grouts, coatings, sealers, mortars, fiberglass and fiber-reinforced polymer systems and asphalt products.

Engineering and Design Services. The Company’s engineers not only design and test products, but also provide engineering support for customers in connection with a number of products that the United States residential construction market.

New Products. The Company commits substantial resourcesmanufactures and sells. This support might range from the discussion of a load value in a catalog to newtesting the suitability of an existing product development. The majorityin a unique application. For the truss product line, the Company’s engineers review the output of SST’s products have been developed through its internal researchthe Company’s software to assist customers in ensuring that trusses are properly designed and development program. SST’s researchspecified, and development expensein some instances seal design diagrams. Generally, in connection with any engineering services the Company provides, the Company’s engineers serve as a point of reference and support for the three years ended December 31, 2017, 2016customer’s engineers and 2015, was $10.6 million, $10.8 million,other service professionals, who ultimately determine and $12.0 million, respectively. The Company believes it isare responsible for the only United States manufacturer with the capability to test multi-story wall systems, thus enabling full scale testing rather than analysis alone to prove system performance. The Company’s engineering sales, product management,approach and marketing teams work together with architects, engineers, building inspectors, code officialsdesign loads for any project.

Distribution Channels and customers in the new product development process.Markets


The Company’s product research and development is based largely on products or solutions that are identified within the Company or as customers communicate to the Company as well as the Company’s strategic initiatives to develop new markets or product lines. The Company’s strategy is to develop new products on a proprietary basis, to seek patents when appropriate and to rely on trade secret protection for others. The Company typically develops 15 to 25 new products each year.



The Company expanded its product offering in 2017 by adding:

new connectors for wood framing applications;
new connectors for cold formed steel applications;
new screws, tools and products for deck, fascia and drywall applications;
new mechanical anchors and a new epoxy adhesive;
new fiber reinforced cementitious mortar product; and
new decorative hardware and connectors for outdoor living spaces.

The Company intends to continue to expand its product offering.

Distribution channels.The Company seeks to expand its product and distribution coverage through several channels:


Distributors. The Company regularly evaluates its distribution coverage and the service levels provided by its distributors, and from time to time implements changes. The Company evaluates distributor product mix and conducts promotions to encourage distributors to add the Company’s products that complement the mix of product offerings in their markets.
Home Centers. The Company intends to increase penetration of the DIY markets by continuing to solicitexpand its product offerings through home centers and increase product offerings.centers. The Company’s sales force maintains on-goingongoing contact with home centers to work with them in a broad range of areas, including inventory levels, retail display maintenance and product knowledge training. The Company’s strategy is to ensure that the home center retail stores are fully stocked with adequate supplies of the Company’s products carried by those stores. The Company has further developed extensive bar coding and merchandising aids and has devoted a portion of its research and development efforts to the development of DIY products. The Company’s sales to home centers increased year-over-year in 2017, 20162021, 2020 and 2015.
2019. The Company brought back Lowe's as a home center customer in the second quarter of 2020.
Dealers. In some markets, the Company sells its products directly to lumber dealers and cooperatives.
OEM Relationships. The Company works closely with manufacturers of engineered wood, productscomposite laminated timber and OEMsoriginal equipment manufacturers ("OEMs") for off-site construction to develop and expand the application and sales of its engineered wood connector, fastener, anchor, and fastenertruss products. The Company has relationships with severalmany of the largest manufacturers of engineered wood products.
leaders in these industries.
International Sales.Sales. The Company has established a presence in the European CommunityEurope through acquisition of companies with existing customer bases and through servicing United States-basedU.S.-based customers operating in Europe. The Company also distributes connector, anchor and epoxy products in Canada, Mexico, Chile, Australia and New Zealand, South Africa and the Middle East.Zealand.
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Markets
See “Item 1A — Risk Factors,” “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Note 14 — Segment Information” to the accompanying audited consolidated financial statements included in Part II, Item 8 — "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K (the "Company’s Consolidated Financial Statements").

Operating Segments and Geographic Areas


The Company is organizedseeks to expand existing and identify new distributions channels in the markets we serve, and expand into new markets. Presently, we primarily serve three markets, which are also our operating segments, consisting of the North America, Europe and Asia/Pacific segments. The North America segment includes operations primarily in the United StatesU.S. and Canada. The Europe segment includes operations primarily in France, the United Kingdom, Germany, Denmark, Switzerland, Portugal, Poland, The Netherlands, Belgium, Spain, Sweden and Norway. The Asia/Pacific segment includes operations primarily in Australia, New Zealand, South Africa, China, Taiwan, and Vietnam. These segments are similar in several ways, including similarities in the products manufactured and distributed, the types of materials used, the production processes, the distribution channels and the product applications. See “Note 14 — Segment Information” to

As previously disclosed, on January 26, 2022, the Company, via its wholly-owned subsidiary Simpson Strong-Tie Europe, entered into a securities purchase agreement providing for the Company’s Consolidated Financial Statements for information regarding the assets, revenue and performance of eachacquisition of the Company’s operating segmentsEtanco Group ( “Etanco”). Etanco is a leading designer, manufacturer and geographic areas. Also see “Item 1A — Risk Factors.”

Productsdistributor of fixing and Services

The Company manufactures and marketsfastening solutions for the European building and construction productsmarket. Etanco’s business model and is a recognized brand namecore product offerings align with the Company, and we anticipate that the acquisition of Etanco will support continued growth in residentialour European business, including expansion into new geographies, sales channels and commercial applications. The product lines historically have encompassed connectors, anchors, fasteners, lateral resistive systems, truss plates, as well as repair and strengthening product lines forbuilding offerings. For more information about the marine, industrial and transportation markets. Seepending acquisition, see “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations,Operations.

New Products

In order to innovate, advance and “Note 14 — Segment Information” to the Company’s Consolidated Financial Statements for financial information regarding revenues bydiversify our product category.



Most of the Company’s products are approved by building code evaluation agencies. To achieve such approvals,offerings, the Company conducts extensivecommits substantial resources to new product development. The majority of SST’s products have been developed through its internal research and development program. The Company believes it is the only U.S. manufacturer with the capability to internally test multi-story wall systems, thus enabling full scale testing which is witnessedrather than analysis alone to prove system performance. The Company’s engineering, sales, product management, and certified by independent testing laboratories. The tests also provide the basis of load ratings for the Company’s structural products. This test and load information is used bymarketing teams work together with architects, engineers, contractors, building inspectors, code officials, builders and homeowners and is useful across all applications of the Company’s products, ranging from the deck constructed by a homeowner to a multi-story structure designed by an architect or engineer.

Wood Construction Products. As described below, the Company’s wood construction products include (1) connectors, (2) truss plates, (3) fastening systems and (4) lateral systems, and are typically made of steel. The Company produces and markets over 16,000 standard and custom wood construction products. These products are used primarily to strengthen, support and connect wood applications in residential and commercial construction and DIY projects. The Company’s wood construction products contribute to structural integrity and resistance to seismic, wind and other forces.

1.The Company’s connectors are prefabricated metal products that attach wood, concrete, masonry or steel together. Connectors are essential for tying wood construction elements together and create safer and stronger buildings.
2.The Company’s truss connector plates and software are marketed under the name Integrated Component Systems. Truss plates are toothed metal plates that join wood members together to form a truss. The Company continues to develop sophisticated software to assist truss and component manufacturers’ in modeling, designing trusses and selecting the appropriate truss plates for the applicable jobs.
3.The Company’s fastener line includes various nails, screws and staples. Complementing these products is the Quik Drive auto-feed screw driving system used in numerous applications such as decking, subfloors, drywall and roofing.
4.The Company’s lateral resistive systems are assemblies used to resist earthquake or wind forces and include Steel and Wood Shearwalls, Anchor Tiedown Systems (“ATS”) and steel moment frames.

Concrete Construction Products. As described below, the Company’s concrete construction products include (1) anchor products, and (2) repair, protection and strengthening products. The Company produces and markets over 1,300 standard and custom concrete construction products. The Company’s concrete construction products are composed of various materials including steel, chemicals and carbon fiber. They are used primarily to anchor, protect and strengthen concrete, brick and masonry applications in industrial, infrastructure, residential commercial and DYI projects. The Company’s concrete construction products contribute to structural integrity and resistance to seismic, wind and other forces. These products are sold in all segments of the Company worldwide.

1.The Company’s concrete construction anchor products include adhesives, mechanical anchors, carbide drill bits and powder-actuated pins and tools used for numerous applications of anchoring or attaching elements onto concrete, brick, masonry and steel.
2.The Company's concrete construction repair, protection and strengthening products include grouts, coatings, sealers, mortars, fiberglass and fiber-reinforced polymer systems and asphalt products.

Engineering and Design Services. The Company’s engineers not only design and test products, but also provide engineering support for customers in connection with a number of products that the Company manufactures and sells. This support might range from the discussion of a load value in a catalog to testing the suitability of an existingnew product in a unique application. For certain product lines, industry norms require that the Company’s engineers are more involved in the salesdevelopment process. For example, in connection with the sale of our truss plates, the Company’s engineers review the output of the Company’s software to assist customers in ensuring that trusses are properly designed and specified, and in some instances seal design diagrams. Generally, in connection with any engineering services the Company provides, the Company’s engineers serve as a point of reference and support for the customer’s engineers and other service professionals, who ultimately determine and are responsible for the engineering approach to any project.

Sales and Marketing


The Company’s salesproduct research and marketing programs are implemented through its branch system. The Company currently maintains branches in California, Texas, Ohio, Canada, England, France, Germany, Denmark, Switzerland, Poland, Portugal, Austria, The Netherlands, Ireland, Belgium, Sweden, Norway, Spain, Australia, New Zealand, South Africa and Chile. Each branchdevelopment is served by its own sales force, warehouse and office facilities, while some branches have their own manufacturing facilities. Each branch is responsible for setting and executing sales and marketing strategiesbased largely on products or solutions that are consistent both with the markets in the geographic area that the branch serves and with the goals of the Company. Branch sales forces in North America are supported by marketing managers in the home office in Pleasanton, California. The home office also coordinates issues affecting customers that operate in multiple regions. The sales force maintains close working relationships with customers, develops new business, calls on architects, engineers and building officials and participates in a range of educational seminars.



The Company dedicates substantial resources to customer service. The Company produces numerous publications and point-of-sale marketing aids to serve specifiers, distributors, retailers and users for the various markets that it serves. These publications include general catalogs, as well as various specific catalogs, such as those for its fastener products. The catalogs and publications describe the products and provide load and installation information. The Company also maintains several linked websites centered on www.strongtie.com, which include catalogs, product and technical information, code reports and other general information related toidentified within the Company, its product lines and promotional programs. The contents of these websites are not incorporated into this filing. Further, the Company’s references to the URLsfeedback or requests from customers for these websites are intended to be inactive textual references only.

Manufacturing Process

The Company designs and manufactures most of its products. The Company has developed and uses automated manufacturing processes for many of its products. The Company’s innovative manufacturing systems and techniques have allowed it to control manufacturing costs, even while developing both new or specialty products and products that meet customized requirements and specifications. The Company’s development of specialized manufacturing processes has also permitted increased operating flexibility and enhanced product design innovation. As part of ongoing continuous improvement processes in its factories, the Company’s major North American and European manufacturing facilities initiated lean manufacturing practices to improve efficiency and customer service. The Company sources some products from third-party vendors, both domestically and internationally. The Company has 27 manufacturing locations in the United States, Canada, France, Denmark, Germany, Switzerland, Poland, Portugal, Belgium, Sweden, China and England.

Quality Control. The Company has developed a quality system that manages defined procedures to ensure consistent product quality and also meets the requirements of product evaluation reports of the International Code Council (ICC) and the International Association of Plumbers and Mechanical Officials Uniform Evaluation Services (IAPMO-UES). Since 1996, the Company’s quality system has been registered under ISO 9001, an internationally recognized set of quality-assurance standards. The Company believes that ISO registration is a valuable tool for maintaining and promoting its high quality standards. As the Company establishes new business locations through expansion or acquisitions, projects are established to integrate the Company’s quality systems and achieve ISO 9001 registration. In addition, the Company has six testing laboratories accredited to ISO standard 17025, an internationally accepted standard that provides requirements for the competence of testing and calibration laboratories. The Company implements testing requirements through systematic control of its processes, enhancing the Company’s standard for quality products, whether produced by the Company or purchased from others.

Wood Construction Products Manufacturing. Most of the Company’s wood construction products are produced with a high level of automation. The Company has significant press capacity and has multiple dies for some of its high volume products to enable production of these products close to the customer and to provide back-up capacity. The balance of production is accomplished through a combination of manual, blanking and numerically controlled (NC) processes that include robotic welders, lasers and turret punches. This capability allows the Company to produce products with little redesign or set-up time, facilitating rapid turnaround for customers. The Company also has smaller specialty production facilities, which primarily use batch production with some automated lines.

Concrete Construction Products Manufacturing. The Company manufactures its concrete construction products at its facilities in Zhangjiagang, China; West Chicago, Illinois; Cardet, France; Seewen, Switzerland; Malbork, Poland; Elvas, Portugal and Madrid, Spain. The mechanical anchor products are produced with a high level of automation. Some products, such as epoxy and adhesive anchors, are mixed in batches and are then loaded into one-part or two-part dispensers, which mix the product on the job site because set-up times are usually very short. In addition, the Company purchases a number of products, powder actuated pins, tools and accessories and certain of its mechanical anchoring products, from various sources around the world. These purchased products undergo inspections on a sample basis for conformance with ordered specifications and tolerances before being distributed.

Regulation

Environmental Regulation. The Company itself is subject to environmental laws and regulations governing emissions into the air, discharges into water, and generation, handling, storage, transportation, treatment and disposal of waste materials. The Company is also subject to other federal and state laws and regulations regarding health and safety matters. The Company believes that it has obtained all material licenses and permits required by environmental, health and safety laws and regulations in connection with the Company’s operations and that its policies and procedures comply in all material respects with existing environmental, health and safety laws and regulations. See “Item 1A — Risk Factors.”

Other. strategic initiatives to expand into new markets and/or develop new product lines. The Company’s strategy is to develop new products on a proprietary basis, to seek patents when appropriate and to rely on trade secret protection for others or depending on availability and circumstances, the Company will acquire products or solutions meeting our strategic initiatives.

Since at least 2006, the Company has developed 15 to 25 new products each year. In 2021, through our research and development efforts, the Company expanded its product lines are subjectofferings by adding:

new connectors and lateral products for wood framing applications;
new connectors and fasteners for mass timber & offsite constructions;
connections for structural steel construction;
new connectors for cold formed steel applications;
new fastener products and tools for wood construction;
new mechanical and adhesive anchors for concrete and masonry construction; and
new repair and strengthening systems for concrete, masonry and wood pile applications.

By executing on its research and development strategy, the Company intends to federal, state, county, municipal and other governmental and quasi-governmental regulations that affectcontinue to expand its product development, design, testing, analysis, load rating, application, marketing, sales, exportation, installation and use.offerings.




The Company considers product evaluation, recognitionprovides expertise and listingresources to offer software solutions and services to builders and lumber building material dealers, and supports efforts to further develop integrated software component solutions for the building code asindustry. The Company also has ongoing development of truss software for the design, modeling and truss plate selection for its integrated component manufacturing customers.

Competition

Simpson is a significant toolcategory creator in the building products space. Our mission is to provide solutions that facilitateshelp people design and expeditesbuild safer, stronger structures. Our products improve the useperformance and integrity of the Company’sstructures they are installed in, helping to make those structures more sustainable, and often helping to save lives in times of natural disasters and catastrophe.

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Today, we offer over 14,000 wood construction products, by design professionals, building officials, inspectors, builders,and over 1,000 concrete construction products for the residential construction, light industrial and commercial construction, remodeling, and repair & remodel markets.

We sell our products through multiple channels including contractor distributors, home centers and contractors. Industry members are more likely to use building products that have the appropriate recognitionco-ops, lumber dealers and listing than products that lack this acceptance. The Company devotes considerable time and testing resources to obtaining and maintaining appropriate listings for its products. The Company actively participates in industry related professional associations and building code committees both to keep abreast of regulatory changes and to provide comments and expertise to these regulatory agencies.

A substantial portionOEMs. Currently, 22 of the Company’s products have been evaluated andtop 25 U.S. builders (based on number of housing starts per year) are recognized by governmental and product evaluation agencies. Someengaged in our builder program. In terms of home centers, we were pleased to welcome back Lowe’s as a home center customer in the second quarter of 2020. By the end of the entities that recognizefiscal year 2020, we had successfully completed the Company’s products include the International Code Council Uniform Evaluation Service (ICC-ES), IAPMO-UES, the Cityrollout of Los Angeles (LARR’s), California Division of the State Architect, the State of Florida, Underwriters Laboratory (UL), Factory Mutual (FM) and state departments of transportation. In Europe, the Company’s structural products meet European Technical Agreement (ETA) regulations.our product sets in over 1,700 Lowe’s stores.


Competition

The Company facesWe encounter a variety of competition incompetitors that vary by product line, end market and geographic area. The Company's competitors include many regional or specialized companies, as well as large U.S. and non-U.S. companies or divisions of large companies. While we do not believe that any single company competes with us across all of our product lines and distribution channels, certain companies compete in one or more product categories and/or distribution channels.

For over 65 years, through our wholly-owned subsidiary, Simpson Strong-Tie Company Inc., we have led the industry with a majority market share in the wood connectors products space and a growing presence in both the concrete and fastener markets in which it participates. This competition ranges from subsidiaries of large national or international corporationsthe U.S. and Europe. We’ve successfully increased our market share over the years through:
designing and marketing end-to-end construction product systems;
product availability with delivery in typically 24 hours to small regional manufacturers. While price is an important factor, the Company also competes48 hours;
strong customer support and education for engineers, builders, contractors and building officials;
extensive product testing capabilities at our state-of-the-art test lab;
strong relationships with engineers that get our products specified on the basisblueprint and pulled through to the job site; and
active involvement with code officials to improve building codes and construction practices.

We believe these value-added services are competitive differentiators for us and provide us with a competitive advantage, helping us to achieve industry-leading margins, strong brand recognition and a trusted reputation. We also provide engineering services in support of quality, breadthsome of product line, proprietary technology, technical support, availability of inventory, service (including customour products and increasingly offer design and manufacturing), field supportother software that facilitates the specification, selection and product innovation. As a resultuse of differencesour products. We are also investing in structuralsoftware technology, such as 3D visualization software tools, truss design and specification software and BIM software, in order to drive increased specification and use of our building practicesmaterial products with homeowners, truss component manufacturers, builders and codes,distributors as well as to support our customers with additional solutions and services.

U.S. housing starts are a leading indicator for a significant portion of our business. In an effort to help mitigate our exposure to the Company’s markets tendcyclicality of the U.S. housing market, as well as to differ by region. Within these regions,respond to the Company competes with companiesneeds of varying size, several of which also distribute theirour customers, we’ve made investments over the years in adjacent products nationally or internationally. See “Item 1A — Risk Factors.”such as anchors, fasteners and software solutions and expanded operations into Europe through acquisitions.


Resources

Raw Materials


The principal raw material used by the Company is steel, including stainless steel. The Company also uses materials such as carbon fiber, fiberglass, mortars, grouts, epoxies and acrylics in the manufacture of its chemical anchoring and reinforcing products. The Company purchases raw materials from a variety of commercial sources. The Company’s practice is to seek cost savings and enhanced quality by developing business relationships with and purchasing from a limited number of suppliers.


The steel industry is highly cyclical and prices for the Company’s raw materials are influenced by numerous factors beyond the Company’s control. The steel market continues to be dynamic, with a high degree of uncertainty about future pricing trends. Given current conditions, anti-dumpingincluding significant import tariffs and countervailing dutyduties, and unsettled international trade cases filed by United States steel producers in 2015 and 2016, and the current political climate regarding international trade,disputes, the Company currently expects that the high degree of uncertainty regarding steel prices will continue. Numerous factors may cause steel prices to increaseremain high in the future. In addition to increases in steel prices, steel mills may add surcharges for zinc, energy and freight in response to increases in their costs. See “Item 1A — Risk Factors” and “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Company historically has not attempted to hedge against changes in prices of steel or other raw materials. However, the Company may purchase and carry more steel or other raw materials in inventory to meet projected sales demand in a tight raw materials market.


Patents


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Patents, Trademarks and Proprietary RightsIntellectual Property


Generally, the Company seeks statutory protection for strategic or financially important intellectual property developed in connection with its business. Certain intellectual property, where appropriate, is protected by contracts, licenses, confidentiality or other agreements. From time to time, the Company takes action to protect its businesses by asserting its intellectual property rights against third-party infringers.

The Company’s trademarks are registered or otherwise legally protected in the U.S. and many non-U.S. countries where products and services of the Company are sold. The Company, from time to time, becomes involved in trademark licensing transactions.

Most works of authorship produced for the Company, such as computer programs, catalogs and sales literature, carry appropriate notices indicating the Company’s claim to copyright protection under U.S. law and appropriate international treaties.

The Company has United StatesU.S. and foreign patents, the majority of which cover products that the Company currently manufactures and markets. These patents, and applications for new patents, cover various design aspects of the Company’s products, as well as processes used in their manufacture. The Company continues to develop new potentially patentable products, product enhancements and product designs.designs as well as acquire patented product. Although the Company does not intend to apply for additional foreign patents covering existing products, the Company has developed an international patent program to protect new products that it may develop. In addition to seeking patent protection, the Company relies on unpatented proprietary technology to maintain its competitive position. See “Item 1A — Risk Factors.”


Acquisitions and Expansion into New Markets

In January 2017,While the Company acquired CG Visions, Inc. ("CG Visions"), an Indiana corporation, for $20.8 million. CG Visions provides scalable technologiesbelieves its intellectual property portfolio is important to its business operations and services in building information modeling ("BIM") technologies, estimation tools and software solutions to a number of the top 100 mid-sized to large builders in the United States, which are expected to complement and support the Company's sales in North America. During the third quarteraggregate constitutes a valuable asset, no single patent, trademark, license or other intellectual property, or group of 2017, the Company finalized its fair value measurement of assets acquired and liabilities assumed in this acquisition. CG Visions assets and liabilities included other current assets of $0.5 million, noncurrent assets of $20.4 million, current liabilities and contingent consideration of $1.1 million. Included in noncurrent assets was goodwill of $10.1 million, which was assignedsuch intellectual property, is critical to the North America segment, and intangible assets of $10.3 million,


both of which are not subject to tax-deductible amortization. The estimated weighted-average amortization period for the intangible assets is 7 years.

In January 2017, the Company acquired Gbo Fastening Systems AB ("Gbo Fastening Systems"), a Sweden limited company, for $10.2 million. Gbo Fastening Systems manufactures and sells a complete line of CE-marked structural fasteners as well as fastener dimensioning software for wood construction applications, currently sold mostly in northern and eastern Europe, which are expected to complement the Company's line of wood construction products in Europe. The Gbo Fastening Systems acquisition resulted in a $6.3 million gain on bargain purchase of a business, which was included in the Company's condensed consolidated statements of operation.

In August 2016, the Company purchased all of the outstanding shares of Multi Services Dêcoupe S.A. ("MS Decoupe"), a Belgium public limited company, for $6.9 million. MS Decoupe primarily manufactures and distributes wood construction, plastic, and metal labeling products in Belgium and the Netherlands, including distributing the Company's products manufactured at the Company's production facility in France. With this acquisition, the Company will offer the Belgium market a wider-range of its products, shorten delivery lead times, and expand the Company's sales presence into the Netherlands market. During the third quarter of 2017, the Company finalized its fair value measurement of assets acquired and liabilities assumed in this acquisition. MS Decoupe assets and liabilities included cash and cash equivalents of $1.4 million, other current assets of $1.6 million, noncurrent assets of $5.0 million, current liabilities of $0.6 million and noncurrent deferred income tax liabilities of $1.0 million. Included in noncurrent assets was goodwill of $1.4 million, which was assigned to the Europe segment, and intangible assets of $1.7 million, both of which are not subject to tax-deductible amortization. The estimated weighted-average amortization period for the intangible assets is 10 years.

In December 2015, the Company purchased allsuccess of the business assets including intellectual property from Blue Heron Enterprises, LLC, and Fox Chase Enterprises, LLC (collectively, "EBTY"), both New Jersey limited liability companies, for $3.4 million in cash. EBTY manufactured and sold hidden deck clips using a patented design. EBTY's patented design complements the Company's line of hidden clips and fastener systems. The Company's measurement of assets acquired included goodwill of $2.0 million, which was assigned to the North America segment, and intangible assets of $1.1 million, both of which are subject to tax-deductible amortization. Net assets consisting of inventory and equipment accounted for the balance of the purchase price. The weighted-average amortization period for the intangible assets is 7 years.or any segment.

The Company’s growth potential depends, to some extent, on its ability to penetrate new markets, both domestically and internationally. See “Item 1 — Business Strategy” above. The Company may pursue acquisitions of product lines or businesses including if the right opportunity were to arise in its core fastener space. See “Note 13 — Acquisitions and Dispositions” and “Note 15 — Subsequent Events” to the Company’s Consolidated Financial Statements, as well as “Item 1A — Risk Factors” and “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


Seasonality and Cyclicality


The Company’s sales are seasonal and cyclical.cyclical, with operating results varying from quarter to quarter. With some exceptions, 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, as the Company's customers tend to purchase construction materials in the late spring and summer months for the construction season. Weather conditions, such as extended cold or wet weather, which affect and sometimes delay installation of some of our products, could negatively affect our results of operations. Operating results vary from quarter to quarter and with economic cycles. The Company’s sales are also dependent, to a large degree, on the North American residential home construction industry. See “Item 1A — Risk Factors” and “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


EmployeesHuman Capital Resources

Successful execution of our strategy is largely dependent on attracting, developing and retaining key employees and members of our management team. The skills, experience and industry knowledge of our employees significantly benefit our operations and performance. We continuously evaluate, modify, and enhance our internal processes and technologies to increase employee engagement, productivity, and efficiency and provide the opportunities, skills, and resources they need to be successful.

At December 31, 2021, our employees, including those employed by consolidated subsidiaries, by region were approximately:
Asia Pacific384 
Europe735 
North America2,852 
3,971 

Inclusion & Diversity

We strive to have a diverse culture of employees representing different genders, ages, ethnicities and abilities.Our commitment to diversity and inclusion starts at the top with a highly skilled and diverse board.



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At December 31, 2021, we had the following global gender demographics:

WomenMen
All employees24%76%
Individual Contributors20%80%
Middle Management24%76%
Senior Leadership23%77%

At December 31, 2021, our U.S. employees had the following race and ethnicity demographics:


All U.S. EmployeesIndividual ContributorsMiddle ManagementSenior Leadership
American Indian or Alaska Native%%— %— %
Asian10 %10 %%%
Black or African American10 %11 %%— %
Hispanic or Latino16 %18 %%— %
Native Hawaiian or Other Pacific Islander— %— %— %— %
Two or More Races%%%— %
White56 %51 %79 %91 %
Not disclosed%%%— %

Talent Development

Talent development underpins our efforts to execute our strategy and continue to develop, manufacture and market innovative products and services. The opportunity to grow and develop skills and abilities, regardless of job role, division, or geographical location is critical to the success of the Company as a global organization and we continually invest in our employees’ career growth and provide employees access to a wide variety of learning and development resources, including a suite of online courses for developing both soft and technical skills. These resources are designed to encourage a growth mindset and continuous learning. Accordingly, we also have leadership development programs that provide employees with training, tools and experiences that are targeted to develop their full leadership potential.

Pay Equity

The Company’s compensation philosophy is to attract, retain, motivate, and differentiate employees through its rewards programs. We believe people should be paid for what they do and how they do it, regardless of their gender, race, or other personal characteristics and are committed to internal pay equity. Our Board of Directors, through its Compensation and Leadership Development Committee, monitors the relationship between the pay received by our executive officers and non-managerial employees. We believe our compensation philosophy and strategy are strongly aligned with our corporate strategic priorities and our vision for stockholder value creation.

In addition to our financial compensation we offer a health and wellness package to our employees, which is designed to provide employees with a range of options that are customizable to suit their individual and/or family needs. In addition, in an effort to continue to attract, retain, and motivate our workforce, in the U.S., we offer remote and flexible work packages for positions which allow for remote work. We continue to engage our partners and benefits consultants to ensure our health and wellness package continues to meet the needs of our diverse workforce today and into the future.

Workplace Safety and Health

A vital part of our business is providing our workforce with a safe, healthy and sustainable working environment. Our Environmental, Health and Safety program focuses on implementing change through our employee observation feedback channels to recognize risk and continuously improve our processes, as well as conducting regular risk reviews and self-audits at our manufacturing facilities around the world to explore new opportunities to reduce potential employee exposure to occupational injuries.

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Importantly during 2021, our experience and continuing focus on workplace safety have enabled us to preserve business continuity without sacrificing our commitment to keeping our colleagues and workplace visitors safe during the COVID-19 pandemic.

In response to the COVID-19 pandemic, we have implemented various measures in an effort to better protect our employees. At the onset of the pandemic we established a Crisis Management Team (the "CMT") to monitor new COVID-19 related developments and support our operations to respond to the ever-changing landscape:

The CMT consists of senior members of management including our CEO, CFO, President of Sales, General Counsel, and Heads of HR, Manufacturing, IT, Internal Communications, and Safety.
Currently the CMT meets approximately every other week and at onset of the pandemic met daily.
The CMT provides updates to the Board of Directors on a regular basis.
Our goals are to:
Support safe working environments in our operations,
Regularly communicate to inform and update employees, and
Provide oversight of training on COVID-19 safety practices.

The Company took immediate action at the onset of this crisis to enact rigorous safety protocols in all of our facilities by improving sanitation measures, implementing mandatory social distancing, temperature screening, use of facing coverings, reducing on-site staff through staggered shifts and schedules, remote working where possible, and restricting visitor access to our locations. These actions, in addition to generally being deemed an essential business, have enabled us to continue operating our business with minimal disruptions during the pandemic. We continue to monitor the ongoing impacts of the COVID-19 pandemic and remain committed to the health, safety and well-being of our employees.

Labor Relations


As of December 31, 2017, the Company had 2,902 full-time employees, of whom 1,575 were hourly employees and 1,327 were salaried employees. The Company believes that its overall compensation and benefits for the most part meet or exceed industry averages and that its relations with its employees are good.

As of December 31, 2017,2021, approximately 13%17% of the Company’s employees are represented by labor unions and are covered by collective bargaining agreements. We have two facility locations with collective bargaining agreements covering tool and die craftsmen, maintenance workers, and sheet-metal workers. TheIn Stockton, California, two union contracts in Stockton, California will expire in JulyJune 2023 and September 2019,2023, respectively. Moreover, theAlso, we have two union contracts in San Bernardino County, will expire in June 2018 and February 2021, respectively. We have not begun negotiations to extend the sheetmetal workers union labor contractCalifornia that will expire in June 2018.2022 and in February 2025. Based on current information and subject to future events and circumstances, we believe that, even if new agreements are not reached before the existing labor union contracts expire, it is not expected to have a material adverse effect on the Company'sCompany’s ability to provide products to customers or on the Company'sCompany’s profitability. See “Item 1A — Risk Factors.”




Available Information


The Company makes available,Company's website address is www.simpsonmfg.com. We file or furnish annual, quarterly and current reports, proxy statements and other information with the SEC. You may obtain a copy of any of these reports, free of charge, on itsthe "Investor Relations" page our website, www.simpsonmfg.com, copies of its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendmentsas soon as reasonably practicable after we file such material with, or furnish it to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the Company files them with the U.S. Securities and Exchange Commission (“SEC”).SEC. Printed copies of any of these materials will also be provided free of charge on request.


You may read and copy any materials filed by the Company with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that also contains these reports proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.


The contents of the websites referred to above are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only.


Item 1A. Risk Factors.

Investing in our common stock involves a high degree of risk. You should carefully considerreview the following discussion of the risks that may affect our business, results of operations and uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K, includingfinancial condition, as well as our consolidated financial statements and related notes thereto before you decide to buy or hold sharesand the other information appearing in this report, for important information regarding risks that affect us. Current global economic events and conditions may amplify many of our common stock. Thethese risks. These risks and uncertainties described below are not the only ones we face.risks that may affect us. Additional risks and uncertainties that we are unawarenot aware of or that we currentlydo not believe are not material at the time of this filing, may also become important factors that adversely affect our business. We may not be able

Risks Related to control anythe COVID-19 Pandemic

The impact of those risksthe ongoing COVID-19 pandemic, or similar public health concerns in the future, could have a significant effect on supply and/or demand for our products and uncertainties. If any of those risksservices and uncertainties, whether described below or not, actually occurs,have a negative impact on our business, results of operations, financial condition and results of operations.

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COVID-19 was identified in late 2019 and spread globally. Efforts to combat the virus have complicated by viral variants and access to, and acceptance and effectiveness of, vaccines globally. The COVID-19 pandemic has resulted in governments around the world implementing stringent measures to help control the spread of the virus, including quarantines, “shelter in place” and “stay at home” orders, travel restrictions, business curtailments, school closures, and other measures. Notwithstanding our level of continued operations, the COVID-19 pandemic, or similar public health concerns in the future, prospectsmay have negative impacts on our operations, supply chain, transportation networks and customers, which may compress our margins, including as a result of preventative and precautionary measures that we, other businesses and governments are taking. The COVID-19 pandemic caused a global recession the sustainability of the economic recovery observed in 2021 remains unclear. Economic uncertainties could be materially and adversely affected, and you may lose all or part of your investment.

To facilitate a review of our risk factors, we have organized our risk factors into general groups of risks, including “General Business Risks,” “Products, Services and Sales Risks,” “Technological and Intellectual Property Risks,” “Regulatory Risks,” “Capital Expenditures, Expansions, Acquisitions and Divestitures Risk,” “International Operations Risks,” “Capital Structure Risks,” “Employee Risks” and “Other Risks.” The grouping of risks is to facilitate your review only, and no ranking of importance of risks or other inference should be made on account of such groups.

General Business Risks

Our 2020 Plan may not be effective in achieving our stated strategic and operating objectives, and our efforts may increase costs or otherwise adversely affect our business, financial condition, demand for our products, services, and contribute to volatile supply and demand conditions affecting prices and volumes in the markets for our products, services and raw materials.

In addition, the ability of our employees and our suppliers' and customers' employees to work may be significantly impacted by individuals contracting or being exposed to COVID-19 or a variant of the virus, or as a result of the control measures noted above, which may significantly hamper our production throughout the supply chain and constrict distribution channels. The extent to which the COVID-19 pandemic may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, including the duration of the pandemic variants of the virus, and the effectiveness of actions taken to contain or mitigate its effects. We are unable to predict the potential future impact that the COVID‑19 pandemic will have on our business, financial condition or results of operations.

Changes in government and industry regulatory standards pertaining to health and safety could have a material adverse effect on our business, financial condition or results of operations.

Government regulations pertaining to health and safety concerns continue to emerge, domestically as well as internationally, including regulations due to the COVID-19 pandemic. These regulations include the Occupational Safety and Health Administration and other worker safety regulations for the protection of employees, as well as regulations for the protection of consumers. It is necessary for us to comply with current requirements (including requirements that do not become effective until a future date), and even more stringent requirements could be imposed on our products or processes. Compliance with these regulations may require us to alter our manufacturing processes and our sourcing. For example, at our manufacturing locations we use enhanced cleaning processes, established health screening procedures, modified work stations and material flows with established social distancing practices in response to the COVID-19 pandemic in accordance with guidelines provided by the U.S. Centers for Disease Control and Prevention, as well as local and state health departments. Such actions could increase our capital expenditures and other similar expenses and adversely impact our business, financial condition or results of operations, and financial condition.our inability to effectively and timely comply with such regulations could adversely impact our competitive position.


We are implementing a new strategic plan,Risks Related to Our Business and Our Industry

Business cycles and uncertainty regarding the 2020 Plan, centered on focusing on our organic growth, rationalizing our cost structure to improve profitability, improving our working capital management primarily through the reduction of inventory levelshousing market, economic conditions, political climate and other working capital items such as accounts payable and accounts receivable. While the new strategy calls for increased emphasis on certain operational targets, such as growing our net sales, reducing our operating expenses as a percentage of net sales and decreasing our inventory levels, it moderates focus on other aspects of our operations that used to be part of our prior strategy, such as certain categories of acquisitions (especially in the concrete space).

There can be no guarantee that the new strategy will yield the results that we currently anticipate or results that will exceed those that might be obtained under our prior strategy, if we fail to successfully execute on one or more prongs of the new strategy, even if we successfully implement one or more other prongs.

We may not fully execute on one or more elements of the new strategy due to any number of reasons, including, for instance, because of the division of our management and financial resources among multiple objectives, or other factors beyond our control or not foreseeable.

The successful execution ofcould adversely affect demand for our new strategy depends on, among other things, our ability to:

Maintain our top-line growthproducts and achieve a net sales compound annual growth rate of approximately 8% from fiscal 2016 through fiscal 2020 by gaining market share in certain products lines;



Carry out effective cost reduction measures in Europeservices, and our concrete product line, justify certain expense categories for each new period, and by fiscal 2020, reduce our operating expenses as a percentcosts of net sales to be below or at 27%;

Eliminate at least 25% to 30%doing business, any of our product SKUs, implement Lean principles in our factories, and achieve an additional 30% reduction of our raw materials and finished goods inventory by fiscal 2020; and

Realize return from our investment in software initiatives.

If we cannot address these challenges successfully without interrupting our day-to-day operations, productions and procedures, or overcome execution risks and other critical obstacles thatwhich may emerge as we gain experience with our new strategy, we may not be successful in achieving such strategic and operating objectives, we may not be able to expandharm our business, or increase our revenues or profitability at the rates we currently contemplate, if at all, and our efforts to execute the 2020 Plan may increase costs or otherwise adversely affect our business.

As a result, we may refine our strategic and operating objectives, update our current strategic plan, and pursue strategies outside the 2020 Plan that we believe represent great opportunities due to changes in our business, operations and financial condition such as, lower-than-expected revenues, unanticipated expenses, increased competition, unfavorable economic conditions, other risk factors discussed in this Annual Report on Form 10-K, or other unforeseen circumstances.and results of operations.


Business cycles affect our operating results.

Our operating results and our stock price are heavily tied to the health of the building construction industry, with an estimated 60%A significant portion of our total product sales beingis dependent on housing starts. TheAccordingly, our business, financial condition and results of operations depend significantly on the stability of the housing and residential construction industry is subject to significant volatility due to real estate market cycles, fluctuations in and home improvement markets, which are affected by conditions and other factors that are beyond our control. These conditions include, but are not limited to:

uncertainty about the housing and residential construction and home improvement markets;
consumer confidence and spending;
unemployment levels;
foreclosure rates;
interest rates, therates;
raw material, logistics and energy costs;
labor and healthcare costs;
capital availability, or lack thereof, of credit to builders, developers and developers, inflation rates,consumers;
the state of the credit markets, including mortgages and home equity loans;
unfavorable weather conditions and natural disasters; and
political or social instability, such as war, or acts of terrorism or other international incidents.

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These factors could adversely affect demand for our products and trends.

services, and our costs of doing business, and our business, financial condition and results of operations may be harmed. Further, many of our customers in the construction industry are small and medium-sized businesses. These businesses that are more likely to be significantlyadversely affected by economic downturns than larger, more established businesses. Uncertainty about current global economic conditions may cause these consumers to postpone or refrain from spending or may cause them to switch to lower-cost alternative products, which could reduce demand for our products and materially and adversely affect our financial condition and operating results.results of operations.


We have a few large customers, the loss of any one of which could negatively affect our sales and profits.

Our largest customers accounted for a significant portion of net sales for the years ended December 31, 2021, 2020, and 2019. A reduction in, or elimination of, our sales to any of these customers would at least temporarily, and possibly on a longer term basis, cause a material reduction in our net sales, income from operations and net income. Such a reduction in or elimination of our sales to any of our largest customers would also increase our relative dependence on our remaining large customers.

In addition, our distributor customers and builders have increasingly consolidated over time, which has increased the material adverse effect risk of losing any one of them and may increase their bargaining power in negotiations with us. These trends could negatively affect our sales and profitability.

Our growth may depend on our ability to develop new products and services and penetrate new markets, which could reduce our profitability.

Our continued growth depends upon our ability to develop additional products, services and technologies that meet our customers’ expectations of our brand and quality and that allow us to enter into new markets. Expansion into new markets and the development of new products and services may involve considerable costs and may not generate sufficient revenue to be profitable or cover the costs of development. We might not be able to penetrate these product markets and any market penetration that occurs might not be timely or profitable. We may be unable to recoup part or all of the investments we make in attempting to develop new products and technologies and penetrate new markets. Any of these events could reduce our profitability.

We face significant competition in the markets we serve and we may not be able to compete successfully.

In order to compete effectively we must continue to develop enhancements to our existing products, new products and services on a timely basis that meet changing consumer preferences and successfully develop, manufacture and market these new products, product enhancements and services. There can be no assurance that we will be successful in developing and marketing new products, product enhancements, additional technologies and services. Many of our competitors are dedicating increasing resources to competing with us, especially as our products and services become more affected by technological advances and software innovations. Our inability to effectively compete could reduce the sales of our products and services, which could have a material adverse impact on our business, financial condition and results of operations.

Additionally, declinesour ability to compete effectively depends, to a significant extent, on the specification or approval of our products by architects, engineers, building inspectors, building code officials and customers and their acceptance of our premium brand. If a significant portion of those communities were to decide that the design, materials, manufacturing, testing or quality control of our products is inferior to that of any of our competitors or the cost differences between our products and any competitors are not justifiable, our sales and profits could be materially reduced.

Increases in commercialprices of raw materials and residential construction,energy could negatively affect our sales and profits.

Steel is the principal raw material used in the manufacture of many of our products. The price of steel has historically fluctuated on a cyclical basis and has often depended on a variety of factors over which we have no control. Import tariffs and/or other mandates could significantly increase the prices on raw materials that are critical to our business, such as housing startssteel. The cost of producing our products is also sensitive to the price of energy.

The selling prices of our products have not always increased in response to raw material, energy or other cost increases, and remodeling projects,we are unable to determine to what extent, if any, we will be able to pass future cost increases through to our customers. Increases in prices of raw materials and energy, our inability or unwillingness to pass increased costs through to our customers could materially and adversely affect our financial condition or results of operations.

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We depend on third parties for transportation services and the lack of availability of transportation and/or increases in cost could materially and adversely affect our business and operations.

Our business depends on the transportation of both finished goods to our customers and distributors and the transportation of raw materials to us. We rely on third parties for transportation services of these items, which generally occur during economic downturns,services are occasionally in high demand (especially at the end of calendar quarters) and/or subject to price fluctuations.

If the required supply of transportation services is unavailable when needed, our manufacturing processes may be interrupted if we are not able to receive raw materials or we may be unable to sell our products at full value, or at all. This could harm our reputation, negatively impact our customer relationships and have a material adverse effect on our financial condition and results of operations. In addition, a material increase in the past significantly reduced,transportation rates or fuel surcharges could have a material adverse effect on our profitability.

Risks Related to Seasonality and in the future can be expectedWeather Conditions

Seasonality and weather-related conditions may have a significant impact on our financial condition from period to reduce, theperiod.

The demand for our products and our stock price.

Our sales areservices is heavily correlated to both seasonal and we have little control over the timing of customer purchases. If we miss seasonal forecasts or customers purchase our products in different quarters than we or analysts expect, our stock could materially decline.

Our sales are seasonal,changes, with operating results varying from quarter to quarter. With some exceptions, ourquarter, and unpredictable weather patterns. Our sales and income have historically been lower in the first and fourth quarters than in the second and third quarters, as customers tend to purchase construction materials in the late spring and summer months for the construction season. In addition, weather conditions, such as unseasonably warm, cold or wet weather, which affect, and sometimes delay or accelerate installation of some of our products, may significantly affect our results of operations. Sales that we anticipate in one quarter may occur in another quarter, affecting both quarters’ results and potentially our stock price.


In addition, we typically ship orders as we receive them and maintain inventory levels to allow us to operate with littleminimum backlog. The efficiency of our inventory system, and our ability to avoid backlogs and potential loss of customers, is closely tied to our ability to accurately predict seasonal and quarterly variances. Further, our planned expenditures are also based primarily on sales forecasts. When sales do not meet our expectations, our operating results will be reduced for the relevant quarters, as we will have already incurred expenses based on those expectations. This could result in a material decline in our stock price.




We operate in a competitive industry, and if we fail to anticipate and react appropriately to competitors, technological changes, changing industry trends and other competitive forces our sales and profit margins will decline.

Our ability to compete effectively depends upon our ability to meet changing marketClimate change, drought, weather conditions and develop enhancements to our products on a timely basis in order to maintain our competitive advantage. Many of our competitors have greater financial and other resources than we do. Our continued growth depends upon our ability to develop additional products, services and technologies that meet our customers’ expectation of our brand and quality. There can be no assurance that we will be successful in developing and marketing new products, product enhancements and additional technologies, that we will not experience difficulties that could delay or prevent the successful development, introduction and marketing of these products, or that our new products and product enhancements will adequately meet the requirements of the marketplace, or will achieve market acceptance.

Further, one of the core elements of our strategy is to provide high quality products and customer services. Many of our competitors are dedicating increasing resources to competing with us, especially as our products and services become more affected by technological advances and software innovations. Some of our competitors have more experience producing software and other technology-driven solutions. As a result, we are dedicating increasing resources to research and development in new and changing technologies in order to stay competitive and provide high quality and innovative products and services. These increased expenditures could reduce our operating results.

Additionally, our ability to compete effectively depends, to a significant extent, on the specification or approval of our products by architects, engineers, building inspectors, building code officials and customers and their acceptance of our premium brand. If a significant segment of those communities were to decide that the design, materials, manufacturing, testing or quality control of our products is inferior to that of any of our competitors or the cost differences between our products and any competitors are not justifiable, our sales and profits would be materially reduced.

Our future growth may depend on our ability to develop new products and penetrate new markets, which could reduce our profitability.

Our future success depends upon our continued investment in research and new product development and our ability to continue to develop new products that allow us to expand into new markets. Expansion into new markets and the development of new products may involve considerable costs and may not generate sufficient revenue to be profitable or cover the costs of development. We might not be able to penetrate these product markets and any market penetration that occurs might not be timely or profitable. We may be unable to recoup part or all of the significant investments we will have made in attempting to penetrate new markets.

Our failure to continue to successfully avoid, manage, defend, litigate and accrue for claims and litigation could negatively impact our results of operations or cash flows.

We are exposed to and become involved in various litigation matters arising out of the ordinary routine conduct of our business, including, from time to time, actual or threatened litigation relating to such items as our products and services, product liability, employment-related claims, our distributors, intellectual property claims and regulatory actions.

The defense of litigation, including fees of legal counsel, expert witnesses and related costs, is expensive and difficult to forecast accurately. In general, such costs are unrecoverable even if we ultimately prevail in litigation and could represent a significant use of our capital resources. To defend lawsuits, it is also necessary for us to divert officers and other employees from their normal business functions to gather evidence, give testimony and otherwise support litigation efforts. We expect to experience higher than normal litigation costs arising from the lawsuits disclosed in this Annual Report on Form 10-K.

If we lose any material litigation, we could face material judgments or awards against us. An unfavorable resolution of one or more of the proceedings in which we are involved now or in the futurestorm activity could have a material adverse effectimpact on our results of operations.

Weather conditions and the level of severe storms can have a significant impact on the markets for residential construction and home improvement. As a result, climate change that results in altered weather conditions or storm activity could have a significant impact on our business assets, cash flowby:

depressing or reversing economic development;
reducing the demand for construction;
increasing the cost and reducing the availability of wood products used in construction;
increasing the cost and reducing the availability of raw materials and energy;
increasing the cost and reducing the availability of insurance covering damage from natural disasters; and
lead to new laws and regulations that increase our expenses and reduce our sales.

Generally, any weather conditions that slow or limit residential or construction activity can adversely impact demand for our products and services.

Lower demand for our products or services as a result of this scenario could adversely impact our business, financial condition and results of operations. Additionally, severely low temperatures may lead to significant and immediate spikes in costs of natural gas, electricity and other commodities that could negatively affect our results of operation.

Natural disasters or other catastrophes could decrease our manufacturing capacity or harm our business and financial condition.


There canSome of our manufacturing facilities are located in geographic regions that have experienced, or may experience in the future, major natural disasters and other catastrophes, such as fires, earthquakes, floods and hurricanes. Our disaster recovery plan may
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not be no assuranceadequate or effective to respond in such events. Further, although we maintain various form and levels of insurance to protect us against potential loss exposures, the scope of our available insurance coverage may not be adequate to protect us against all potential risks. For example, we do not carry earthquake insurance and other insurance that we willcarry is limited in the risks covered and the amount of coverage. Our insurance may not be ableadequate to continue to successfully avoid, managecover all of our resulting costs, business interruption and defend such matters. In addition, given the inherent uncertainties in evaluating certain exposures, actual costs to be incurred in future periods may vary fromlost profits when a major natural disaster or catastrophe occurs. A natural disaster rendering one or more of our estimates for such contingent liabilities.manufacturing facilities totally or partially inoperable, whether or not covered by insurance, would materially and adversely affect our business and financial condition.




Product, Services and Sales Risks


Product liability claims and litigation could affect our business, reputation, financial condition, results of operations and cash flows.

In the ordinary course of business, the products that we design and/or manufacture, and/or the services we provide, have led to product liability claims or other legal claims being filed against us. To the extent that plaintiffs are successful in showing that a defect in a product’s design, manufacture or warnings led to personal injury or property damage, or that our provision of services resulted in similar injury or damage, we may be subject to claims for damages. Although we are insured for damages above a certain amount, we bear the costs and expenses associated with defending claims, including frivolous lawsuits, and are responsible for damages up to the insurance retention amount. The insurance that we carry is limited in the amount of coverage and may not be adequate to cover all of our resulting costs, business interruption and lost profits if we are subject to product liability claims. We might also face increases in premiums and reductions in the availability of insurance covering product liability, which could have a significant impact on our business. In addition to claims concerning individual products, as a manufacturer, we can be subject to costs, potential negative publicity and lawsuits related to product recalls, which could adversely impact our results of operations and damage our reputation.

Design defects, labeling defects, product formula defects, inaccurate chemical mixes, product recalls and/or product liability claims could harm our business, reputation, salesfinancial condition and financial results.results of operations.


WeMany of our products are integral to the structural soundness or safety of the structures in which they are used and we have on occasion found flaws and deficiencies in the design, manufacturing, assembling, labeling, product formulations, chemical mixes or testing of our products. We also have on occasion found flaws and deficiencies in raw materials and finished goods produced by others and used with or incorporated into our products. Some flaws and deficiencies have not been apparent until after the products were installed or used by customers.


Many of our products are integral to the structural soundness or safety of the structures in which they are used. If any flaws or deficiencies exist in our products and if such flaws or deficiencies are not discovered and corrected before our products are incorporated into structures, the structures could be unsafe or could suffer severe damage, such as collapse or fire, and personal injury or death could result. Errors in the installation of our products, even if the products are free of flaws and deficiencies, could also cause personal injury or death and unsafe structural conditions. To the extent that such damage or injury is not covered by our product liability insurance and we are held to be liable, we could be required to correct such damage and to compensate persons who might have suffered injury or death, and our reputation, business, andreputation, financial condition, results of operations and cash flows could be materially and adversely affected.

Even if a flaw or deficiency is discovered before any damage or injury occurs, we may need to refund customers and/or repair or recall products (to the extent possible), and we may be liable for any costs necessary to replace recalled products or retrofit or remedy the affected structures. Any such recall, retrofit or other remedy could entail substantial costs and adversely affect our reputation, sales and financial condition. We do not carry insurance against recall costs or the adverse business effect of a recall, and our product liability insurance may not cover retrofit or other remedy costs.


As a result of the nature of many of our products and their use in construction projects, claims (including product warranty claims and claims resulting from a natural disaster) may be made against us with regard to damage or destruction of structures incorporating our products whether or not our products failed. Any such claims, if asserted, could require us to expend material time and efforts defending the claim and may materially and adversely affect our business, reputation, financial condition and financial condition.results of operations. Costs associated with resolving such claims (such as repair or replacement of the affected parts) could be material and may exceed any amounts reserved in our consolidated financial statements.


While we generally attempt to limit our contractual liability and our exposure to price or expense increases, we may have uncapped liabilities or significant exposure under some contracts, and could suffer material losses under such contracts.


We enter into many types of contracts with our customers, suppliers and other third parties, including in connection with our expansion into new markets and new product lines. Under some of these contracts, our overall liability may not be limited to a specified maximum amount or we may have significant potential exposure to price or expense increases. If we receive claims under these contracts or experience significant price increases or comparable expense increases, we may incur liabilities significantly in excess of the revenues associated with such contracts, which could have a material adverse effect on our results of operations.


Our software provides some
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Some of our technology offerings provide planning and design functions to customers, and we are involved both in product sales and engineering services. Any software errors or deficiencies or failures in our engineering services could have material adverse effects on our business, reputation, financial condition, results of operations and financial condition.

cash flows.
Our planning/design software facilitatesapplications facilitate the creation by customers of complex construction and building designs and we are involved both in product sales and engineering services. Our software is extremely complex and is continually being modified and improved. As a result, it maycomplex. If our software applications contain defects or errors, and new versionsour engineers prepare, approve or seal drawings that contain defects or we are otherwise involved in any design or construction that contains flaws, regardless of whether we caused such flaws, we may introduce new defects and errors. While we have attempted to limit our potential liability for the failure of any designs created by our software, as a result of defects in our software, the structures could be unsafe or could suffer severe damage, such as collapse or fire, and personal injury or death could result. Errors in construction unconnected with our design could also cause personal injury or death and unsafe structural conditions, even if our software design is sufficient. To the extent that a structure designed by our software suffers any failure or deficiency, we could be required to correct deficiencies and may become involved in litigation, even if our software design was not the cause of such deficiency.litigation. Further, if any damage or injury is not covered by our insurance and we are held to be liable, we could be required to correct such damage and to compensate persons who might have suffered injury, and our reputation, business, andreputation, financial condition, results of operations and cash flows could be materially and adversely affected.




While we engage in testing and upgrades, there can be no assurance that, despite our testing and upgrades, errors will not be found in new and existing products resulting in loss of revenues or delay in market acceptance, diversion of development resources, damageRisks Related to our reputation, adverse litigation, or increased service and warranty costs, any of which would have a material adverse effect upon our business, operating results and financial condition.

We are also involved in providing engineering solutions to our clients. The risks associated with providing these services are materially different than the risks we historically faced when we only produced products. If our engineers prepare, approve or seal drawings that contain defects or otherwise are involved in any design or construction that contains flaws, regardless of whether our engineers caused such flaws, we may be held liable for professional negligence or other damages, which could involve material claims.

We have a few large customers, the loss of any one of which could negatively affect our sales and profits.

Our largest customers accounted for a significant portion of net sales for the years ended December 31, 2017, 2016, and 2015. Any reduction in, or termination of, our sales to these customers would at least temporarily, and possibly on a longer term basis, cause a material reduction in our net sales, income from operations and net income. Such a reduction in or elimination of our sales to any of our largest customers would increase our relative dependence on our remaining large customers.

In addition, our distributor customers have increasingly consolidated over time, which has increased the material adverse effect of losing any one of them and may increase their bargaining power in negotiations with us. These trends could negatively affect our sales and profitability.

Increases in prices of raw materials could negatively affect our sales and profits.

Our principal raw material is steel, including stainless steel. The steel industry can have large fluctuations. Numerous factors beyond our control, such as general economic conditions, competition, worldwide demand, material and labor costs, energy costs, foreign exchange rates, import duties and other trade restrictions influence prices for our raw materials. Further, the domestic steel market is heavily influenced by three major United States manufacturers. We have not always been able, and in the future we might not be able, to increase our product prices in amounts that correspond to increases in costs of raw materials, without materially and adversely affecting our sales and profits.

We have historically not hedged against changes in prices of steel or other raw materials. In past years, however, we have increased our anticipatory purchases of steel in an effort to mitigate the effects of rising steel prices. This strategy, coupled with changing economic conditions, has resulted in substantial fluctuations in our inventory in recent years, which can materially and adversely affect our margins, cash flow and profits.

We depend on third parties for transportation services and the lack of availability of transportation and/or increases in cost could materially and adversely affect our business and operations.

Our business depends on the transportation of both finished goods to our customers and distributors and the transportation of raw materials to us. We rely on third parties for transportation services of these items, which services are occasionally in high demand (especially at the end of calendar quarters) and/or subject to price fluctuations.

If the required supply of transportation services is unavailable when needed, our manufacturing processes may be interrupted or we may be unable to sell our products at full value, or at all. This could harm our reputation, negatively impact our customer relationships and have a material adverse effect on our financial condition and results of operation. In addition, a material increase in transportation rates or fuel surcharges could have a material adverse effect on our profitability.

Technological and Intellectual Property Risksand Information Technology

Our recent efforts to increase our technology offerings and integrate new software and application offerings may prove unsuccessful and may affect our future prospects.


Our industry has experienced increased complexity in some home design and builders are more aggressively trying to reduce their costs. One of our responses has been to designdevelop and market sophisticated software and applications to facilitate the designspecification, selection and


marketing use of our product systems. We have continued to commit substantial resources to our software development endeavors in recent years and expect that trend to continue in 2018.continue.


We have a limited operating history in the technology space and may not be able to create and further develop commercially successful software and applications. Even if we are able to create and develop initially successful ideas, the technology industry is subject to rapid changes. We may not be able to adapt quickly enough to keep up with changing demands, and our software may become obsolete.


While we see having a software interface with the construction industry as a potential growth area, we also face competition from other companies that are focused solely or primarily on the development of software and applications. These companies may have significantly greater expertise and resources to devote to software development, and we may be unable to compete with them in that space.


If we cannot protect our technology,intellectual property, we will not be able to compete effectively.


Our ability to compete effectively with other companies depends in part onWe monitor and protect against activities that might infringe, dilute, or otherwise harm our ability to maintain the proprietary nature of our technology, in part through patents, copyrights, trade secretstrademarks and other intellectual property protections. We mightand rely on the patent, trademark and other laws of the U.S. and other countries. However, we may be unable to prevent third parties from using our intellectual property without our authorization. To the extent we cannot protect our intellectual property, unauthorized use and misuse of our intellectual property could harm our competitive position and have a material adverse impact on our business, financial condition and results of operations. In addition, the laws of some non-U.S. jurisdictions provide less protection for our proprietary rights than the laws of the U.S. and we therefore may not be able to protect or rely oneffectively enforce our patents and copyrights. Patents might not issue pursuant to pending patent applications. Our software copyright and other protections might not be adequate to protect our software and application code. Others might independently develop the same or similar technology, develop around the patented aspects of any of our products or proposed products, or otherwise obtain access to or circumvent our proprietary technology. We also rely on unpatented proprietary technology to maintain our competitive position. We might not be able to protect our trade secrets, our know-how or other proprietary information.intellectual property rights in these jurisdictions. If we are unable to maintain the proprietary naturecertain exclusive licenses, our brand recognition and sales could be adversely impacted. Current employees, contractors and suppliers have, and former employees, contractors and suppliers may have, access to trade secrets and confidential information regarding our operations which could be disclosed improperly and in breach of contract to our significant products, our sales and profits are likelycompetitors or otherwise used to be materially reduced.harm us.


In attempting to protect our proprietary information, we sometimes initiate lawsuits against competitors and othersThird parties may also claim that we believe have infringed or are infringing our rights. In such an event, the defendant may assert counterclaims to complicate or delay the litigation or for other reasons. Litigation may be very costly and may result in adverse judgments that affect our sales and profits materially and adversely.

Claims that we infringe intellectual property rights of others may materially increase our expenses and reduce our profits.

Other parties have in the past and may in the future claim that our products or processes infringeupon their intellectual property rights. We may incur substantial costs and liabilities in investigating, defending and resolving such claims, whether or not they are meritorious, which may materially reduce our profitability and materially and adversely affect our business and financial condition. Litigation can be disruptive to normal business operations and may result in adverse rulings or decisions. If any such infringement claim is asserted against us, we may be required to obtain a license or cross-license, modify our existing technology or design a new non-infringing technology, any of which could be costly and time-consuming. A ruling against us in an infringement lawsuit could include an injunction barring our production or sale of any infringing product. A damages award against us could include an award of royalties or lost profits and, if the court finds willful infringement, treble damages and attorneys’ fees.

If we are unable to protect our information systems against data corruption, cyber-based attackssuccessfully defend or network security breaches,license such alleged infringing intellectual property or if we are required to substitute similar technology from another source, our operations could be disruptedadversely affected. Even if we believe that such intellectual property claims are without merit, defending such claims can be costly, time consuming and our reputation and profitability could be negatively affected.

We depend on information technology networks and systems, including the internet,require significant resources. Claims of intellectual property infringement also might require us to process, transmit and store electronic information. We depend on our information technology infrastructure for electronic communications among our locations around the world and between our personnel and our subsidiaries, customers and suppliers. We collect and retain large volumes of internal and customer, vendor and supplier data, including some personally identifiable information, for business purposes. We also maintain personally identifiable information about our employees. The integrity and protectionredesign affected products, pay costly damage awards, or face injunctions prohibiting us from manufacturing, importing, marketing or selling certain of our customer, vendor, supplier, employee and other Company data is critical to our business. The regulatory environment governing information, security and privacy laws is increasingly demanding and continues to evolve. Maintaining compliance with applicable security and privacy regulations may increase our operating costs or adversely affect our business operations.

Unauthorized parties may also attempt to gain access to our systems or facilities through fraud, trickery or other forms of deceiving our employees, contractors or other agents or representatives. Security breaches of our infrastructure could


create system disruptions, shutdowns or unauthorized disclosures of confidential information. Despite the security measuresproducts. Even if we have in place, our facilities and systems, and those of the retailers, dealers, licensees and other third party distributors with which we do business, may be vulnerableagreements to security breaches, cyber-attacks, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors or other similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential customer, employee, supplier or Company information, whether byindemnify us, or by the retailers, dealers, licensees and other third party distributors with which we do business, could result in losses, severely damage our reputation, expose us to the risks of litigation and liability (including regulatory liability), disrupt our operations and have a material adverse effect on our business, results of operations and financial condition.

We publicly post our privacy policies and practices concerning our processing, use, and disclosure of personally identifiable information on our website. The publication of our privacy policy and other statements we publish that provide assurances about privacy and security can subject us to potential federal, state, or other regulatory action if they are found to be deceptive or misrepresentative of our practices.

We may experience delays or outages in our information technology system and computer networks.

We may be subject to information technology system failures and network disruptions. These may be caused by delays or disruptions due to system updates, natural disasters, malicious attacks, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins or similar events or disruptions.

Despite our security measures, our systems could be vulnerable to disruption, and any such disruption could negatively affect our financial condition and results of operations.

Some of our agreements for software and software-as-services products have limited terms, and weindemnifying parties may be unable or unwilling to renew such agreements and may lose access to such products.do so.

We have various agreements with a number of third parties that provide software and software-as-service products to us. These agreements often require reoccurring payments for online access to the products and have limited terms. In the future, we will be required to renegotiate the terms of these agreements, and may be unable to renew such agreements on favorable terms. If any such agreement cannot be renewed or can only be renewed on terms that are materially worse for us, we may be unable to access the applicable software, and our business and operating results may be adversely affected.

Regulatory Risks
Failure to comply with industry regulations could result in reduced sales and increased costs.


We are subject to environmental lawscyber security risks and regulations governing emissions intomay incur increasing costs in efforts to minimize those risks and to comply with regulatory standards.

We employ information technology systems and operate websites which allow for the air, discharges into water,secure storage and generation, handling, storage, transportation, treatmenttransmission of proprietary or confidential information regarding our customers, employees and disposalothers. We make significant efforts to secure our computer network to mitigate the risk of waste materials. Wepossible cyber-attacks, including, but not limited to, data breaches, and are also subjectcontinuously working to other federalupgrade our existing information technology systems to ensure that we are protected, to the greatest extent possible, against cyber risks and state laws and regulations regarding health and safety matters.

Our manufacturing operations involve the use of solvents, chemicals, oils and other materials that are regarded as hazardous or toxic. We also use complex and heavy machinery and equipment that can pose severe safety hazards, especially if not properly and carefully used. Somesecurity breaches. Despite these efforts security of our products also incorporate materials that are hazardous or toxic in some forms, such as zinccomputer networks could be
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compromised which could impact operations and lead used in some steel galvanizing processes, chemicals used in our acrylic and epoxy anchoring products, and chemicals used in our concrete repair, strengthening and protecting products. The gun powder used in our powder-actuated tools is explosive. We have in the past, and may in the future, need to take steps to remedy our failure to properly label, store, transport, use and manufacture such toxic and hazardous materials.

If we do not obtain all material licenses and permits required by environmental, health and safety laws and regulations, we may be subject to regulatory action by governmental authorities. If our policies and procedures are flawed, or our employees fail or neglect to follow our policies and procedures in all respects, we might incur liability. Relevant laws and regulations could change or new onesconfidential information could be adopted that requiremisappropriated, which could lead to negative publicity, loss of sales and profits or cause us to incur substantial expensesignificant costs to comply.reimburse third- parties for damages, which could adversely impact profits.



Complying or failing to comply with conflict minerals regulations could materially and adversely affect our supply chain, our relationships with customers and suppliers and our financial results.


We are currently subject to conflict mineral disclosure regulations in the U.S. and may be affected by new regulations concerning conflict and similar minerals adopted by other jurisdictions where we operate. While we have been successful to date in adapting to such regulations, we have and will continue to incur added costs to comply with the disclosure requirements, including costs related to determining the source of such minerals used in our products. We may not be able to ascertain the origins of such minerals that we use and may not be able to satisfy requests from customers to certify that our products are free of conflict minerals. These requirements also could constrain the pool of suppliers from which we source such minerals. We may be unable to obtain conflict-free minerals at competitive prices. Such consequences will increase costs and may materially and adversely affect our manufacturing operations and profitability.

When we provide engineering services we are subject to various local, state and federal rules and regulations which can increase our potential liability.

As part of our product offerings, we may provide engineering and design-related services to our clients. Some of these services require us to stamp drawings or otherwise be involved in the engineering process. While we generally attempt to limit our liability through our internal processes and through our legal agreements with third parties to which we provide such services, under various local, state and federal rules and regulations these limitations may not be effective and we may be held liable for engineering failures. Any such liability could materially and adversely affect our profitability.

Capital Expenditures, Expansions, Acquisitions and Divestitures Risks
Our acquisition activities, if any, present unique risks for our business, and any acquisition could materially and adversely affect our business and operating results.

We compete for acquisitions with other potential acquirers, some of which have greater financial or operational resources than we do. As a result, we may not be able to identify suitable acquisition candidates or strategic opportunities. Any acquisitions we undertake involve numerous risks, including, for example:

inadequate access to information and/or due diligence of acquired businesses;
diversion of management’s attention from other business concerns;
overvaluation of acquired businesses;
difficulties assimilating the operations and products of acquired businesses, including expensive and time consuming integration costs such as employee redeployment, relocation or severance, combining teams and processes in various functional areas, reorganization or closures of facilities, and relocation or disposition of excess equipment;
inaccurate accounting or public reporting arising from integration of the financial statements and disclosures of acquired businesses;
undisclosed existing or potential liabilities of acquired businesses;
slow acceptance or rejection of acquired businesses’ products by our customers;
risks of entering markets in which we have little or no prior experience;
litigation involving activities, properties or products of acquired businesses;
increased cost of regulatory compliance and enforcement;
consumer and other claims related to products of acquired businesses; and
the potential loss of key employees of acquired businesses.

In addition, future acquisitions may involve issuance of additional equity securities that dilute the value of our existing equity securities, increase our debt, cause impairment related to goodwill and cause impairment of, and amortization expenses related to, other intangible assets, which could materially and adversely affect our profitability. Any acquisition could materially and adversely affect our business and operating results, and as a result, our business and operating results may differ from any guidance that we may provide.

We may decide to dispose of assets and incur material expenses in doing so.

We have terminated in the past and may terminate in the future product lines or businesses if we determine that the cost of operating them is not warranted by their expected profitability. For example, we closed our sales offices in China, Thailand and Dubai in 2015. There are significant costs with such divestitures, which could materially and adversely affect our sales, assets, profitability and financial condition.



Our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner.

Our capital expenditures are limited by our liquidity and capital resources and the amount we have available for capital spending is limited by the need to pay our other expenses and to maintain adequate cash reserves and borrowing capacity to meet unexpected demands that may arise. Productivity improvements through process re-engineering, design efficiency and manufacturing cost improvements may be required to offset potential increases in labor and raw material costs and competitive price pressures. If we are unable to make sufficient capital expenditures, or to maximize the efficiency of the capital expenditures we do make, our competitive position may be harmed and we may be unable to manufacture the products necessary to compete successfully in our targeted market segments.

Additional financing, if needed, to fund our working capital, growth or other business requirements may not be available on reasonable terms, or at all.

If the cash needed for working capital or to fund our growth or other business requirements increases to a level that exceeds the amount of cash that we generate from operations and have available through our current credit arrangements, we will need to seek additional financing. Additional or new borrowings may not be available on reasonable terms, or at all. Our ability to raise money by issuing and selling shares of our common or preferred stock depends on general market conditions and the demand for our stock. If we sell stock, our existing stockholders could experience substantial dilution. Our inability to secure additional financing could prevent the expansion of our business, internally and through acquisitions.

If we change significantly the location, nature or extent of some of our manufacturing operations, we may reduce our net income.

If we decide to change significantly the location, nature or extent of a portion of our manufacturing operations, we may need to record an impairment of our goodwill. Our goodwill totaled $137.1 million at December 31, 2017. Recording an impairment of our goodwill correspondingly reduces our net income. Other changes or events in the future could further impair our recorded goodwill, which could also materially and adversely affect our profitability.

International Operations Risks

Our international operations may be materially and adversely affected by factors beyond our control.

Economic, social and political conditions, laws, practices and customs vary widely among the countries where we produce or sell our products. Our operations outside of the United States are subject to a number of risks and potential costs, including, for example, lower profit margins, less protection of intellectual property and economic, political and social uncertainty in some countries. Our sales and profits depend, in part, on our ability to develop and implement policies and strategies that effectively anticipate and manage these and other risks in the countries where we do business. These and other risks may materially and adversely affect our operations in any particular country and our business as a whole.

International construction standards, techniques and methods differ from those in the United States. Laws and regulations applicable in new markets may be unfamiliar to us. Compliance may be substantially more costly than we anticipate. As a result, we may need to redesign our products, or invent or design new products, to compete effectively and profitably in international markets. Inflation in emerging markets may also make our products more expensive there and increases the market and credit risks that we are exposed to.

Other significant challenges to conducting business in foreign countries include, among other factors, local acceptance of our products, political instability, changes in import and export regulations, changes in tariff and freight rates, fluctuations in foreign exchange rates, currency controls, cash repatriation restrictions and differing economic outcomes.

International operations expose us to foreign exchange rate risk.

We have foreign exchange rate risk in our international operations and through purchases from foreign vendors. We do not currently hedge this risk. Changes in currency exchange rates could materially and adversely affect our sales and profitability.



Because of our international operations, we could be adversely affected by violations of applicable U.S. federal and state or foreign laws and regulations, such as the United States Foreign Corrupt Practices Act and similar worldwide anti-bribery, anti-corruption and anti-kickback laws.

As a result of our expanded international operations, we face increasing compliance and regulatory oversight related to operating in foreign countries. The foreign and U.S. laws and regulations that are applicable to our operations are complex and may increase the costs of regulatory compliance, or limit or restrict the products or services we sell or subject our business to the possibility of regulatory actions or proceedings. The United States Foreign Corrupt Practices Act, and other similar laws and regulations, generally prohibit companies and their intermediaries from making improper payments to foreign governmental officials for the purpose of obtaining or retaining business. While our policies mandate compliance with applicable laws and regulations, including anti-bribery laws and other anti-corruption laws, we cannot guarantee that we will be successful in preventing our employees or other agents from taking actions in violation of these laws or regulations. Such violations, or allegations of such violations, could disrupt our business and result in a material adverse effect on our financial condition, results of operations and cash flows.

Our international operations depend on our successful management of our subsidiaries outside of the United States.

We conduct our international business through wholly owned subsidiaries. Managing distant subsidiaries and fully integrating them into our business is challenging. We cannot directly supervise every aspect of the operations of our subsidiaries operating outside the United States. As a result, we rely on local managers and staff. Cultural factors and language differences can result in misunderstandings among internationally dispersed personnel. The risk that unauthorized conduct may go undetected may be greater in subsidiaries outside of the United States. These problems could adversely affect our sales and profits.

Failure to comply with export, import, and sanctions laws and regulations could affect us materially and adversely.

We are subject to a number of export, import and economic sanction regulations, including the International Traffic in Arms Regulations (“ITAR”), the Export Administration Regulations (“EAR”) and U.S. sanction regulations administered by the U.S. Department of Treasury, Office of Foreign Assets (“OFAC”). Foreign governments where we have operations also implement export, import and sanction laws and regulations, some of which may be inconsistent or conflict with ITAR and EAR. Where we face such inconsistencies, it may be impossible for usstrive to comply with all applicable regulations.

If we do not obtain all necessary importlaws, policies, legal obligations and export licenses required by applicable exportindustry codes of conduct relating to privacy and import regulations, including ITAR and EAR, or do business with sanctioned countries or individuals, we may be subject to fines, penalties and other regulatory action by governmental authorities, including, among other things, having our export or import privileges suspended. Even if our policies and procedures for exports, imports and sanction regulations comply, but our employees fail or neglect to follow them in all respects, we might incur similar liability.

Any changes in applicable export, import or sanction laws or regulations or any legal or regulatory violations could materially and adversely affect our business and financial condition.

Our manufacturing facilities in China complicate our supply and inventory management.

We maintain manufacturing capability in various parts of the world, in part to allow us to serve our customers with prompt delivery of needed products. Such customer service is a significant factor in our efforts to compete with larger companies that have greater resources than we have. In recent years, we have substantially expanded our manufacturing in China. Nearly all of our manufacturing output in China was and is currently intended for export to other parts of the world. Because of the great distances between our manufacturing facilities in China and the markets to which the products made there will be shipped, we may have difficulty providing adequate service to our customers, which may put us at a competitive disadvantage. Our attempts to provide prompt delivery may necessitate that in China we produce and keep on hand substantially more inventory of finished products than would otherwise be needed. Inventory fluctuations can materially and adversely affect our margins, cash flow and profits. Any tariffs, duties, taxes, penalties imposed by the United States on imports from China would negatively affect our inventory management and profits.

We are subject to U.S. and international tax laws that could affect our financial results.
We generally conduct international operations through our wholly-owned subsidiaries. Our income tax liabilities in the different countries where we operate depend in part on internal settlement prices and administrative charges among us


and our subsidiaries. These arrangements require us to make judgments with which tax authorities may disagree. Tax authorities may impose additional tariffs, duties, taxes, penalties and interest on us. Transactions that we have arranged in light of current tax rules could have material and adverse consequences if tax rules change, and changes in tax rules or imposition of any new or increased tariffs, duties and taxes could materially and adversely affect our sales, profits and financial condition.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations are issued or applied. The U.S. recently enacted significant tax reform, and certain provisions of the new law may adversely affect us. If the U.S. or other foreign tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted.

Recent changes in applicable law regarding the transfer of personally identifiable information by U.S. companies doing business in the European Union could lead us to spend significant resources trying to comply with the newly developed rules. We may not succeed in meeting such requirements, and we may face governmental actions and suffer business losses.

We have in the past relied on adherencedata protection, to the U.S. Department of Commerce’s Safe Harbor Policy Principlesextent possible. However, we continue to see increasingly complex, rigorous and compliance with the Safe Harbor Frameworks as agreedmore stringent state and national regulatory standards enacted to protect businesses and set forth by the European Commission and the United States, which established a means for legitimating the transfer of personally identifiable information by U.S. companies doing business in the European Union (“EU”) to the U.S. under the EU Data Protection Directive (95/46/EC). New EU legislation,personal data, including the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) will apply from May 25,and the California Consumer Privacy Act of 2018 in replacement of the EU Data Protection Directive,("CCPA"). GDPR is a comprehensive European Union privacy and is expected to have a significant impact on how businesses can collect and process the personal data of EU individuals.

In light of the GDPR, we have made and continue to engage in additional compliance efforts when transferring certain data from the EU. We may be unsuccessful in complying with the new EU data transfer requirements, and as a result, we may be at risk of enforcement actions taken by an EU data protection authority until such pointreform, effective in time2018, which applies to companies that we ensure all data transfers to us from the EU are in compliance with applicable law. We may find it necessary to establish systems to maintain EU-origin dataorganized in the European Economic Area,Union or otherwise provide services to consumers who reside in the European Union, and imposes strict standards regarding the sharing, storage, use, disclosure and protection of end user data and significant penalties (monetary and otherwise) for non-compliance. The CCPA, which may involve substantial expensebecame effective in 2021 established a new privacy framework for covered businesses by, among other things, creating an expanded definition of personal information, establishing new data privacy rights for consumers in the State of California and distraction from other aspects of our business.

Capital Structure Risks
A stockholder controls approximately 11%creating a new and potentially severe statutory damages framework for violations of the outstanding shares of our common stock,CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches. More recently, on November 3, 2020, California enacted the California Privacy Rights Act (the “CPRA”). The CPRA, which may reduce other stockholders' ability to influence our affairs.
As of December 31, 2017, Sharon Simpson controlled, directly and indirectly, approximately 11% of the then outstanding shares of our common stock. Ms. Simpson, therefore, has significant influence with respect to our corporate matters requiring stockholder approval such as the election of our directors and proposals that come before the stockholders at the annual meeting or other special meetings.
Further, if all or a substantial portion of her shares of our common stock is sold, it could depress the price of our common stock.
Any issuance of preferred stock may dilute your investment and reduce funds available for dividends.
Our Board of Directors is authorized by our Certificate of Incorporation to determine the terms of one or more series of preferred stock and to authorize the issuance of shares of any such seriesgoes into effect on such terms as our Board of Directors may approve. Any such issuance could be used to impede an acquisition of our business that our Board of Directors does not approve, further dilute the equity investments of holders of our common stock and reduce funds available for the payment of dividends to holders of our common stock.

Future sales of our common stock could adversely affect our stock price.

Our Board of Directors has the authority to issue, from time to time, authorized and unissued shares of our common stock. Our issuance of substantial amounts of new shares of our common stock could adversely affect the prevailing market price for our common stock.



All of the outstanding shares of our common stock are freely tradable without restriction under the Securities Act of 1933, as amended (the “Securities Act”), other thanshares of our common stock held byour “affiliates,” as that term is defined in Rule 144 under the Securities Act, which, however, may be sold by our affiliates pursuant to Rule 144.
If a substantial number of shares of our common stock are sold in the public market pursuant to Rule 144 by our affiliates or issuedJanuary 1, 2023, expands upon the exercise of our outstanding options, the trading price of our common stock in the public market could be adversely affected. As of February 26, 2018, there were 5,294,439 million shares held by our affiliates
Delaware law and our corporate governance documents could deter takeover attempts that might otherwise be beneficial to our stockholders.

Provisions of Delaware law could make it more difficult for a third party to acquire us. Section 203 of the Delaware General Corporation Law may make the acquisition of the Company more difficult for potential acquirers by prohibiting stockholders holding 15% or more of our outstanding voting stock from acquiring us without the consent of our Board of Directors for at least three years from the date they first hold 15% or more of the voting stock.

Pursuant to the Company's current corporate governance documents, our stockholders cannot call special meetings and cannot take action by written consent. In addition, a change in the composition of our Board of Directors that is not approvedprotections provided by the existing BoardCCPA, including new limitations on the sale or sharing of Directors could triggerconsumers' personal information, and the creation of a default under our existing credit facilities.

These provisions may discourage, delay or make difficult a merger or acquisition ofnew state agency to enforce the Company, including a transaction that may offer a premium price for our common stock.

We will continue to incur increased costs as a result of being a publicly-traded company, including costs arising from the scrutiny of our business, practice and governance as a publicly-traded company.

As a U.S. public company, we are generally subject to the reporting and other requirements of applicable federal and state securities laws, rules and regulations and scrutiny by stockholders and proxy advisors. Compliance with these laws, rules and regulations and attending to stockholder requests, requires us to continue to incur significant legal, accounting and other expenses and costs, makes some activities more difficult, time-consuming or costly and increases demands on our systems and resources, and may continue to do so. For example, we recently expended significant time and resources in terminating our stockholder rights plan, creating a compensation recovery policy and an anti-hedging and anti-pledging policy, redesigning our executive compensation program and responding to other requests from our stockholders. We continue to implement strategic and board initiativesCPRA’s protections. Any failure to comply with recentGDPR, the CCPA, the CPRA, or other state or regulatory standards, could subject the Company to legal and updated best-practices relatedreputational risks. Misuse of or failure to secure personal information could also result in violation of data privacy laws and regulations, proceedings against us by governmental entities or others, damage to our public company status and respond to stockholder feedback, and expect that will have to continue to allocate significant time and resources to such endeavors.

In addition, as a result of disclosure of information in filings required of a public company, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, brand and reputation and results of operations.

Employee Risks

We depend on key managementcredibility, and technical personnel, the loss of whom could harm our business.

We depend on our key management and technical personnel. The loss of one or more key employees could materially and adversely affect us.

Our success also depends on our ability to attract and retain highly qualified technical, sales and marketing and management personnel necessary for the maintenance and expansion of our activities. We face strong competition for such personnel and may not be able to attract or retain such personnel. In addition, when we experience periods with little or no profits, a decrease in compensation based on our profits may make it difficult to attract and retain highly qualified personnel.

In order to attract and retain executives and other key employees, we must provide a competitive compensation package, including cash and stock-based compensation. Our primary form of stock-based compensation is restricted stock units (“RSUs”). We have issued a substantial number of RSUs in various forms to our management and staff. We cannot


guarantee that such stock-based incentive awards are tax deductible. As a result, we may be required to pay additional tax on stock-based compensation to our employees.

If the anticipated value of our stock-based incentive awards does not materialize so that they cease to be viewed as valuable, if our profits decrease, or if our total compensation package is not viewed as competitive, our ability to attract, retain and motivate executives and key employees could be weakened. The failure to successfully hire and retain executives and key employees or the loss of any executives and key employees could have a significant impact on our operations.

Any work stoppage or interruption by employees could materially and adversely affect our business and financial condition.

A significant number of our employees are represented by labor unions and covered by collective bargaining agreements that will expire between 2018 and 2021. Although we believe that our relations with our employees are generally good, no assurance can be given that we will be able to successfully extend or renegotiate our collective bargaining agreements as they expire from time to time. If we fail to extend or renegotiate our collective bargaining agreements, if disputes with our unions arise, or if our unionized workers engage in a strike or other work stoppage or interruption, we could experience a significant disruption of, or inefficiencies in, our operations or incur higher labor costs, which could have a material adverse effect on our business results of operations, financial position and liquidity.

Other Risks
Natural disasters could decrease our manufacturing capacity.

Some of our current manufacturing facilities are located in geographic regions that have experienced major natural disasters, such as earthquakes, floods and hurricanes. Our disaster recovery plan may not be adequate or effective. We do not carry earthquake insurance. Other insurance that we carry is limited in the risks covered and the amount of coverage. Our insurance would not be adequate to cover all of our resulting costs, business interruption and lost profits when a major natural disaster occurs. A natural disaster rendering one or more of our manufacturing facilities totally or partially unusable, whether or not covered by insurance, would materially and adversely affect our business and financial condition.

Climate change could materially and adversely affect our business.

We cannot predict the effects that climate change may have on our business. They might, for example:

depress or reverse economic development,
reduce the demand for construction,
increase the cost and reduce the availability of fresh water,
destroy forests, increasing the cost and reducing the availability of wood products used in construction,
increase the cost and reduce the availability of raw materials and energy,
increase the cost of capital,
increase the cost and reduce the availability of insurance covering damage from natural disasters,
lead to claims regarding the content or adequacy of our public disclosures, and
lead to new laws and regulations that increase our expenses and reduce our sales.

Any of these consequences, and other consequences of climate change that we do not foresee, could materially and adversely affect our sales, profits and financial condition.

We may have exposure to greater than anticipated tax liabilities.

We provide guidance on our anticipated tax rates. Failure to meet these anticipated rates could cause us to miss analyst forecasts and could result in material declines in our stock price. Our future income taxes could be adversely affected by earnings being lower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, as a result of changes in foreign tax exchanges, or changes in tax laws, regulations, or accounting principles, as well as certain discrete items. The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment, and there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.



On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 (the "Tax Reform Act") was signed into law. The impact of the Tax Reform Act and any future Treasury rules, regulations or guidance thereunder on our business and our stockholders is uncertain and could be adverse and cause our future results of operations and financial condition to differ materially from our expectations, estimates and assumptions disclosed in this Annual Report on Form 10-K or previously.

Contracts that we file as exhibits to our public reports contain recitals, representations and warranties that may not be factually correct.

The parties to any agreement or other instrument that we file as an exhibit to this or any other report did not necessarily intend that any recital, representation, warranty or other statement of purported fact in the instrument establish or confirm any fact, even if it is worded as such. Often such statements are used to allocate contractual risk between the parties, and the statements often are subject to standards of materiality that differ from the standards applicable to our reports. In addition, such statements may have been qualified by other materials that we have not filed with (or incorporated by reference into) this or any other report or document. Such exhibits should be read in the context of our other disclosures in our reports and it should not be assumed that any statement, representation or warranty of any party is necessarily factually accurate.

Impairment charges on goodwill or other intangible assets adversely affect our financial position and results of operations.

We are required to perform impairment tests on our goodwill, indefinite-lived intangible assets and definite-lived intangible assets annually or at any time when events occur that could affect the value of such assets. To determine whether a goodwill impairment has occurred, we compare fair value of each of our reporting units with its carrying value. In the past, these tests have led us to incur significant impairment charges. Significant and unanticipated changes in circumstances, such as significant adverse changes in business climate, adverse actions by regulatory authorities, unanticipated competition, loss of key customers or changes in technology or markets, can require a charge for impairment that can materially and adversely affect our reported net income and our stockholders’ equity.


We rely on complex software systems and hosted applications to operate our business, and our business may be disrupted if we are unable to successfully/successfully and efficiently update these systems or convert to new systems.


We are increasingly dependent on technology systems to operate our business, reduce costs, and enhance customer service. These systems include complex software systems and hosted applications that are provided by third parties such as financial management and human capital management platforms from SAP America, Inc. and Workday, Inc. Software systems need to be updated on a regular basis with patches, bug fixes and other modifications. Hosted applications are subject to service availability and reliability of hosting environments. We also migrate from legacy systems to new systems from time to time. Maintaining existing software systems, implementing upgrades and converting to new systems are costly and require a significant allocation of personnel and other resources. The implementation of these systems upgrades and conversions is a complex and time-consuming project involving substantial expenditures for implementation activities, consultants, system hardware and software, often requires transforming our current business and financial processes to conform to new systems, and therefore, may take longer, be more disruptive, and cost more than forecast and may not be successful. If the implementation is delayed or otherwise is not successful, it may hinder our business operations and negatively affect our financial condition and results of operations. There are many factors that may materially and adversely affect the schedule, cost, and execution of the implementation process, including, without limitation, problems during the design and testing phases of new systems; system delays and malfunctions; the deviation by suppliers and contractors from the required performance under their contracts with us; the diversion of management attention from our daily operations to the implementation project; reworks due to unanticipated changes in business processes; difficulty in training employees in the operation of new systems and maintaining internal control while converting from legacy systems to new systems; and integration with our existing systems. Some of such factors may not be reasonably anticipated or may be beyond our control.


Failure of our internal control over financial reporting or our accounting systems could harm our business and financial results.

Because of the inherent limitations of internal control, our internal control over financial reporting might not detect or prevent misstatements of our consolidated financial statementson a timely basis. We have used accountingexperienced and other financial management softwaremay in the future experience delays, outages, cyber-based attacks or security breaches in relation to our information systems and computer networks, which have disrupted and may in connection withthe future disrupt our operations. Defects in such systems or their implementation couldoperations and may result in errors in our consolidated financial statements. Our growth and entry into globally dispersed markets as


well as periodic conversions from legacy software systems to new software systems puts significant additional pressure on our internal control. Failure to maintain an effective internal control could limit our ability to report our financial results accurately or to detect and prevent deficiencies timely, cause investors to lose confidence in the accuracy and completeness of our financial reports, and subject us to regulatory investigations and litigation.data corruption. As a result, our profitability, financial condition and reputation could be negatively affected. In addition, data privacy statements and laws could subject us to liability.

We depend on information technology networks and systems, including the Internet, to process, transmit and store electronic information. We depend on our information technology infrastructure for electronic communications among our locations around the world and between our personnel and our subsidiaries, customers and suppliers. We collect and retain large volumes of internal and customer, vendor and supplier data, including some personally identifiable information, for business purposes. We also maintain personally identifiable information about our employees. The integrity and protection of our customer, vendor, supplier, employee and other Company data is critical to our business. The regulatory environment governing information, security and privacy laws is increasingly demanding and continues to evolve. Maintaining compliance with applicable security and privacy regulations may increase our operating costs or adversely affect our business operations.

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Despite the security and maintenance measures we have in place, our facilities and systems, and those of the retailers, dealers, licensees and other third-parties with which we do business, we remain vulnerable to security breaches, cyber-attacks, acts of vandalism, computer viruses, malware, data corruption, delays, disruptions, programming and/or human errors or other similar events, such as those accomplished through fraud, trickery or other forms of deceiving our employees, contractors or other agents or representatives and those due to system updates, natural disasters, malicious attacks, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins or similar events. Such incidents have occurred, continue to occur, and may occur in the future.

Security breaches of our infrastructure could create system disruptions, shutdowns or unauthorized disclosures of confidential information. Despite the security measures we have in place, our facilities and systems, and those of the retailers, dealers, licensees and other third parties with which we do business, we may be vulnerable to security breaches, cyber-attacks, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors or other similar events. Such incidents may involve misappropriation, loss or other unauthorized disclosure of confidential data, materials or information, including those concerning our customers, employees or suppliers, whether by us or by the retailers, dealers, licensees and other third-party distributors with which we do business, disrupt our operations, result in losses, damage our reputation, and expose us to the risks of litigation and liability (including regulatory liability); and may have a material adverse effect on our business, results of operations and financial condition.

We publicly post our privacy policies and practices concerning our processing, use, and disclosure of personally identifiable information on our websites. If we fail to adhere to our privacy policy and other published statements or applicable laws concerning our processing, use, transmission and disclosure of protected information, or if our statements or practices are found to be deceptive or misrepresentative, we could face regulatory actions, fines and other liability.

Some of our agreements for software and software-as-services products have limited terms, and we may be unable to renew such agreements and may lose access to such products.

We have various agreements with a number of third parties that provide software and software-as-a-service products to us. These agreements often require reoccurring payments for online access to the products and have limited terms. In the future, we will be required to renegotiate the terms of these agreements, and may be unable to renew such agreements on favorable terms. If any such agreement cannot be renewed or can only be renewed on terms that are materially worse for us, we may be unable to access the applicable software, and our business and the market price of our common stock couldoperating results may be materially and adversely affected.


ChangesRegulatory Risks

Failure to comply with industry regulations could result in accounting standardsreduced sales and increased costs.

We are subject to environmental laws and regulations governing emissions into the air, discharges into water, and generation, handling, storage, transportation, treatment and disposal of waste materials. We are also subject to other federal and state laws and regulations regarding health and safety matters.

Our manufacturing operations involve the use of solvents, chemicals, oils and other materials that are regarded as hazardous or toxic. We also use complex and heavy machinery and equipment that can pose severe safety hazards, especially if not properly and carefully used. Some of our products also incorporate materials that are hazardous or toxic in some forms, such as:

zinc and lead used in some steel galvanizing processes;
chemicals used in our acrylic and epoxy anchoring products, our concrete repair, strengthening and protecting products; and
gun powder used in our powder-actuated tools, which is explosive.

We have in the past, and may in the future, need to take steps to remedy our failure to properly label, store, transport, use and manufacture such toxic and hazardous materials.

If we do not obtain all material licenses and permits required by environmental, health and safety laws and regulations, or otherwise fail to comply with applicable laws and regulations, we may be subject to regulatory action by governmental authorities. If our policies and procedures are flawed, or our employees fail or neglect to follow our policies and procedures in all respects, we might incur liability. Relevant laws and regulations could change or new ones could be adopted that require us to incur substantial expense to comply.

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Complying or failing to comply with conflict minerals regulations could materially and adversely affect our supply chain, our relationships with customers and suppliers and our financial results.


The accounting rules applicableWe are currently subject to public companiesconflict mineral disclosure regulations in the U.S. and may be affected by new regulations concerning conflict and similar minerals adopted by other jurisdictions where we operate. While we have been successful to date in adapting to such regulations, we have and will continue to incur added costs to comply with the disclosure requirements, including costs related to determining the source of such minerals used in our products. We may not be able to ascertain the origins of such minerals that we use and may not be able to satisfy requests from customers to certify that our products are free of conflict minerals. These requirements also could constrain the pool of suppliers from which we source such minerals. We may be unable to obtain conflict-free minerals at competitive prices. Such consequences will increase costs and may materially and adversely affect our manufacturing operations and profitability.

When we provide engineering services we are subject to frequent revision. Future various local, state and federal rules and regulations which can increase our potential liability.

As part of our product offerings, we may provide engineering and design-related services to our clients. Some of these services require us to stamp drawings or otherwise be involved in the engineering process. While we generally attempt to limit our liability through our internal processes and through our legal agreements with third parties to which we provide such services, under various local, state and federal rules and regulations these limitations may not be effective and we may be held liable for engineering failures. Any such liability could materially and adversely affect our profitability.

Capital Expenditures, Expansions, Acquisitions and Divestitures Risks

Our acquisition activities from time to time present unique risks for our business, and any acquisition could materially and adversely affect our business and operating results.

We may consider and evaluate acquisitions and compete for acquisitions with other potential acquirers, some of which may have greater financial or operational resources than we do. Any acquisitions we undertake involve numerous risks, including:

unforeseen difficulties in integrating operations, products, technologies, services, accounting and employees;
diversion of financial and management resources attention from existing operations;
unforeseen difficulties integrating geographic regions where we do not have prior experience;
the potential loss of key employees of acquired businesses;
unforeseen liabilities associated with businesses acquired; and
inability to generate sufficient revenue or realize sufficient cost savings to offset acquisition or investment costs.

As a result, if we fail to evaluate and execute acquisitions properly, we might not achieve the anticipated benefits of such acquisitions and we may incur costs in excess of what we anticipate. These risks would likely be greater in the case of larger acquisitions.

In addition, future acquisitions may involve issuance of additional equity securities that dilute the value of our existing equity securities, increase our debt, cause impairment related to goodwill and cause impairment of, and amortization expenses related to, other intangible assets, which could materially and adversely affect our profitability.

Our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner.

Our capital expenditures are limited by our liquidity and capital resources and the amount we have available for capital spending is limited by the need to pay our other expenses and to maintain adequate cash reserves and borrowing capacity to meet unexpected demands that may arise. Productivity improvements through process re-engineering, design efficiency and manufacturing cost improvements may be required to offset potential increases in labor and raw material costs and competitive price pressures. If we are unable to make sufficient capital expenditures, or to maximize the efficiency of the capital expenditures we do make, our competitive position may be harmed and we may be unable to manufacture the products necessary to compete successfully in our targeted market segments.

Additional financing, if needed, to fund our working capital, growth or other business requirements may not be available on reasonable terms, or at all.

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If the cash needed for working capital or to fund our growth or other business requirements increases to a level that exceeds the amount of cash that we generate from operations and have available through our current credit arrangements, we will need to seek additional financing. Additional or new borrowings may not be available on reasonable terms, or at all. Our ability to raise money by issuing and selling shares of our common or preferred stock depends on general market conditions and the demand for our stock. If we sell stock, our existing stockholders could experience substantial dilution. Our inability to secure additional financing could prevent the expansion of our business, internally and through acquisitions.

Risks Related to Human Capital

We depend on executives and other key employees, the loss of whom could harm our business.

We depend, in part, on the efforts and skills of our executives and other key employees, including members of our sales force. Our executives and key employees are experienced and highly qualified. The loss of any of our executive officers or other key employees could harm the business and the Company’s ability to timely achieve its strategic initiatives. Our success also depends on our ability to identify, attract, hire and retain our key personnel. We face strong competition for such personnel and may not be able to attract or retain such personnel. In addition, when we experience periods with little or no profits, a decrease in compensation based on our profits may make it difficult to attract and retain highly qualified personnel. We may not be able to attract and retain key personnel or may incur significant costs to do so.

Our work force could become increasingly unionized in the future and our unionized or union-free work force could strike, which could adversely affect the stability of our production and reduce our profitability.

A significant number of our employees are represented by labor unions and covered by collective bargaining agreements that will expire between 2022 and 2025. Generally, collective bargaining agreements that expire may be terminated after notice by the union. After termination, the union may authorize a strike similar to the strike which was initiated at our Stockton facility in the third quarter of 2019. Although we believe that our relations with our employees are generally good, no assurance can be given that we will be able to successfully extend or renegotiate our collective bargaining agreements as they expire. If we fail to extend or renegotiate our collective bargaining agreements, if disputes with our unions arise, or if the workers covered by one or more of the collective bargaining agreements engage in a strike, lockout, or other work stoppage, we could have a material adverse effect on production at one or more of our facilities, incur higher labor costs, and, depending upon the length of such dispute or work stoppage, on our business, results of operations, financial position and liquidity.

Risks Related to Our International Operations

International operations and our financial results in those markets may be affected by legal, regulatory, political, currency exchange and other economic risks.

During 2021, revenue from sales outside of the U.S. was $286.1 million, representing approximately 18.2% of consolidated sales. In addition, a significant amount of our manufacturing and production operations are located outside the U.S. As a result, our business is subject to risks and uncertainties associated with international operations, including:

difficulties and costs associated with complying with a wide variety of complex and changing laws, including securities laws, tax laws, employment and pension-related laws, competition laws, U.S. and foreign export and trading laws, and laws governing improper business practices, treaties and regulations;
limitations on our ability to enforce legal rights and remedies;
adverse domestic or international economic and political conditions, business interruption, war and civil disturbance;
changes to tax, currency, or other laws or policies that may adversely impact our ability to repatriate cash from non-U.S. subsidiaries, make cross-border investments, or engage in accounting standards,other intercompany transactions;
future regulatory guidance and interpretations of the tax legislation commonly known as the U.S. Tax Cuts and Jobs Act of 2017 (the "Tax Act"), as well as assumptions that the Company makes related to the Tax Act;
changes to tariffs or other import or export restrictions, penalties or sanctions, including modification or elimination of international agreements covering trade or investment;
costs and availability of shipping and transportation;
nationalization or forced relocation of properties by foreign governments;
currency exchange rate fluctuations between the U.S. dollar and foreign currencies; and
uncertainty with respect to any potential changes to laws, regulations and policies that could exacerbate the risks described above.

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All of these factors could result in increased costs or decreased revenues and could materially and adversely affect our sales, financial condition and results of operations. Additionally, international construction standards, techniques and methods differ from those in the U.S. and as a result, we may need to redesign our products, or design new products, to compete effectively and profitably in international markets.

In addition, we operate in many parts of the world that have experienced governmental corruption and we could be adversely affected by violations of the Foreign Corrupt Practices Act ("FCPA") and similar worldwide anti-corruption laws. The FCPA and similar anti-corruption laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business. Although we mandate compliance with these anti-corruption laws, we cannot provide assurance that these measures will necessarily prevent violations of these laws by our employees or agents. If we were found to be liable for violations of anti-corruption laws, we could be liable for criminal or civil penalties or other sanctions, which could have a material adverse impact on our business, financial condition and results of operations.

Failure to comply with export, import, and sanctions laws and regulations could materially and adversely affect us.

We are subject to a number of export, import and economic sanction regulations, including the International Traffic in Arms Regulations (“ITAR”), the Export Administration Regulations (“EAR”) and U.S. sanction regulations administered by the U.S. Department of Treasury, Office of Foreign Assets (“OFAC”). Foreign governments where we have operations also implement export, import and sanction laws and regulations, some of which may be inconsistent or conflict with ITAR and EAR. Where we face such inconsistencies, it may be impossible for us to comply with all applicable regulations.

If we do not obtain all necessary import and export licenses required by applicable export and import regulations, including ITAR and EAR, or do business with sanctioned countries or individuals, we may be subject to fines, penalties and other regulatory action by governmental authorities, including, among other things, having our export or import privileges suspended. Even if our policies and procedures for exports, imports and sanction regulations comply, but our employees fail or neglect to follow them in all respects, we might incur similar liability.

Any changes in applicable export, import or sanction laws or regulations or any legal or regulatory violations could materially and adversely affect our business and financial condition.

Our manufacturing facilities in China complicate our supply and inventory management.

We maintain manufacturing capability in various parts of the world, including Jiangsu, China, in part to allow us to serve our customers with prompt delivery of needed products. In recent years, we have significantly expanded our manufacturing capabilities in China. Substantially all of our manufacturing output in China was and is currently intended for export to other parts of the world. Any halting or disruption to our operations at or near our Jiangsu, China manufacturing facility could substantially interfere with our general commercial activity related to our supply chain and customer base, which could have a material adverse effect on our financial condition, results of operations, business or prospects. In such event, we may need to seek alternative sources of supply for products for our customers, which may increase the costs to manufacture and deliver our products.

If significant tariffs or other restrictions are placed on our imports or any related counter-measures are taken by other countries, our costs of doing business, revenue and results of operations may be negatively impacted.

If significant tariffs or other restrictions are placed on Chinese or other imports or any related countermeasures are taken by China or other countries, our costs of doing business, revenue and results of operations may be materially harmed. If duties are imposed on our imports, we may be required to raise our prices, which may result in the loss of customers and harm our operating performance. Alternatively, we may seek to shift production outside of China, resulting in diversion of management's attention, significant costs and disruption to our operations as we would need to pursue the time-consuming processes of establishing a new supply chain, identifying substitute components and establishing new manufacturing locations.

We are subject to U.S. and international tax laws that could affect our financial results.

We generally conduct international operations through our wholly-owned subsidiaries. Our income tax liabilities in the different countries where we operate depend in part on internal settlement prices and administrative charges among us and our subsidiaries. These arrangements require us to change the waymake judgments with which tax authorities may disagree. Tax authorities may impose additional tariffs, duties, taxes, penalties and interest on us. Transactions that we measure revenue, expense or balance sheet amounts, whichhave arranged in light of current tax
21



rules could result inhave material and adverse consequences if tax rules change, and changes in tax rules or imposition of any new or increased tariffs, duties and taxes could materially and adversely affect our sales, profits and financial condition.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations are issued or applied. If the U.S. or other foreign tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted.

Significant judgment and certain estimates are required in determining our worldwide provision for income taxes. Future tax law changes may materially increase the Company’s prospective income tax expense.

We are subject to income taxation in the U.S. as well as numerous foreign jurisdictions. Significant judgment is required in determining our worldwide income tax provision and, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.

General Risk Factors

Any issuance of preferred stock may dilute your investment and reduce funds available for dividends.

Our Board of Directors is authorized by our certificate of incorporation to determine the terms of one or more series of preferred stock and to authorize the issuance of shares of any such series on such terms as our Board of Directors may approve. Any such issuance could be used to impede an acquisition of our business that our Board of Directors does not approve, further dilute the equity investments of holders of our common stock and reduce funds available for the payment of dividends to holders of our common stock.

Provisions in our amended and restated certificate of incorporation and bylaws or Delaware law might discourage, delay or prevent a change in control of our company or changes in our management.

Our amended and restated certificate of incorporation and bylaws contain provisions that may discourage, delay or prevent a change in control of our Company or changes in our management that our stockholders may deem advantageous. For example, under our charter documents, our stockholders cannot call special meetings and cannot take action by written consent.

Additionally, we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder and which may discourage, delay or prevent a change in control of our company. Delaware law and our corporate governance documents could deter takeover attempts that might otherwise be beneficial to our reportedstockholders.

If we were required to write down all or part of our goodwill or other indefinite-lived intangible assets, our results of operations or financial condition.condition could be materially adversely affected in a particular period.



Declines in the Company’s business may result in an impairment of the Company’s tangible and intangible assets which could result in a material non-cash charge. At least annually, or at other times when events occur that could affect the value of such assets, we perform impairment tests on our goodwill, indefinite-lived intangible assets and definite-lived intangible assets. To determine whether an impairment has occurred, we compare fair value of each of our reporting units with its carrying value. In the past, these tests have led us to incur significant impairment charges. Significant and unanticipated changes in circumstances, such as significant adverse changes in business climate, adverse actions by regulatory authorities, unanticipated competition, loss of key customers or changes in technology or markets, can require a charge for impairment that can negatively impact our results of operations.

Item 1B. Unresolved Staff Comments.
 
None.
 

Item 2. Properties.
 
The Company owns its home officeOur headquarters and principal executive offices in Pleasanton, California, and itsour principal United StatesU.S. manufacturing facilities in Stockton and San Bernardino County, California, McKinney, Texas, West Chicago, Illinois, Columbus, Ohio, and Gallatin, Tennessee.
22



Tennessee are located in owned premises. The principal manufacturing facilities located outside the United States,U.S., the majority of which are owned,we own, are in Canada, France, Denmark, Germany, Poland, Switzerland, Sweden, Portugal and China. The CompanyWe also ownsown and leaseslease smaller manufacturing facilities, warehouses, research and development facilities and sales offices in the United States,U.S., Canada, the United Kingdom, Europe, Asia, Australia, New Zealand, South Africa and Chile. As of February 28, 2018,25, 2022, the Company’s owned and leased facilities were as follows:
 
 Number       Number   
 Of Approximate Square Footage OfApproximate Square Footage
 Properties Owned Leased Total PropertiesOwnedLeasedTotal
   (in thousands of square feet)  (in thousands of square feet)
North America 29
 2,323
 702
 3,025
North America26 2,235 928 3,163 
Europe 20
 541
 329
 870
Europe18 371 508 879 
Asia/Pacific 11
 175
 78
 253
Asia/Pacific10 175 41 216 
Administrative and all other 3
 368
 
 368
Administrative and all other89 — 89 
Total 63
 3,407
 1,109
 4,516
Total55 2,870 1,477 4,347 
 
Our headquarters and principal executive offices are located in Pleasanton, California. We believe that our properties are maintained in good operating condition. Our manufacturing facilities are equipped with specialized equipment and use extensive automation. We consider its existing and planned facilities to be adequate for its operations as currently conducted and as planned through 2018. Our leased facilities typically have renewal options and have expiration dates through 2026.2032. We believe itwe will be able to extend leases on our various facilities as necessary, or as they expire. Currently, our manufacturing facilities are being operated with at least one fullfull-time shift. Based on current information and subject to future events and circumstances, we anticipate that itwe may require additional facilities to accommodate possible future growth.
We retained our real estate in Vacaville, California, and leased it to M&G Dura-Vent, Inc. for approximately $0.9 million per year for ten years ending 2020. These properties are classified under the “Administrative & All other” segment.


Item 3. 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 enbrittlement,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.


Certain of theThe Company currently is not a party to any legal proceedings which the Company expects individually or in which we are involved are discussed under “Litigation and Potential Claims” in Note 9, “Commitments and Contingencies,”the aggregate to the Company’s Consolidated Financial Statements, and are hereby incorporated by reference. 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. 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. Refer to Note 14, “Commitments and Contingencies,” to the Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K for a discussion of recent developments related to certain of the legal proceedings in which we are involved.



Item 4. Mine Safety Disclosures.
 
Not applicable.
 

PART II


Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
Market Information for Common Stock

The information presented below is our historical data and not necessarily indicative of our future financial condition or results of operations.


The Company’s common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “SSD.” The following table shows the range of high and low closing sale prices per share of our common stock as reported by the NYSE and dividends declared per share of our common stock for each quarter of the two most recent fiscal years indicated below, respectively:
 Market Price Dividends
Declared
QuarterHigh Low 
2017 
  
  
Fourth$60.92
 $48.63
 $
Third49.32
 42.01
 0.42
Second44.13
 40.18
 0.21
First44.94
 41.55
 0.18
2016 
  
  
Fourth$48.17
 $40.88
 $0.18
Third45.27
 39.32
 0.18
Second39.97
 37.25
 0.18
First38.17
 30.49
 0.16

Record Holders


As of February 23, 2018,16, 2022 there were 9,28344,919 holders of record of the Company’s common stock. Because manystock, although we believe that there are a significantly larger number of beneficial owners of our shares of common stock are held by brokers and other nominees on behalf of stockholders, including in trust, we are unable to estimate the total number of stockholders represented by these record holders.stock.

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Dividends
 
TheDuring 2021, the Company paid a total of $41.6 million in cash dividends. On January 20, 2022, we declared dividendsa quarterly cash dividend of $0.16$0.25 per share of our common stock in the first quarterto be paid on April 28, 2022 to stockholders of 2016 and $0.18 per sharerecord as of our common stock in each of the second, third and fourth quarters of 2016. The Company declared dividends of $0.18 per share of our common stock in the first quarter of 2017, $0.21 per share of our common stock in the second quarter and $0.42 in the third quarter of 2017 ($0.21 per share of our common stock declared in each of July and September ). The Company declared no dividends in the fourth quarter of 2017. On January 29, 2018, the Company declared a dividend of $0.21 per share of our common stock.April 7, 2022. See "Note 1519 — Subsequent Events" to the Company's Consolidated Financial Statements. Future dividends, if any, will


be determined by the Company’s Board of Directors, based on the Company’s future earnings, cash flows, financial condition and other factors deemed relevant by the Board of Directors. See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
Securities Authorized for Issuance under Equity Compensation Plans

The information required by this item with respect to our equity compensation plans is incorporated by reference to our Proxy Statement for the 2018 Annual Meeting to be filed with the SEC within 120 days of the fiscal year ended December 31, 2017.



Stock Performance Graph

This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information presented below is our historical data and not necessarily indicative of our future financial condition or results of operations.


The following graph below compares the cumulative total stockholder return on the Company’s common stock from December 31, 2012,2016, through December 31, 2017,2021, with the cumulative total return on the S&P 500 Index (a broad equity market index), the Dow Jones U.S. Building Materials & Fixtures Index (a published industry or line-of-business index) and a Peer Group Index over the same period (assuming the investment of $100 in the Company’s common stock and in each of the indices on December 31, 2012,2016, and reinvestment of all dividends into additional shares of the same class of equity securities at the frequency with which dividends are paid on such securities during the applicable fiscal year). To provide an additional comparison to our performance, we included an index consisting of companies in the building products or construction materials industries that are most comparable to us in terms of size and nature of operations, which group has also been referenced by us in connection with setting our executive compensation. The Peer Group Index below consisted of AAON, Inc., PGT Innovations,Advance Drainage Systems, Inc., ContinentalAmerican Woodmark Corp, Apogee Enterprises, Inc., Armstrong World Industries, Inc., Cornerstone Building Products,Brands, Inc., Trex Company,Eagle Materials Corp., Gibraltar Industries, Inc., Insteel Industries, Inc., Masonite International Corp., Patrick Industries, Inc., PGT Innovations, Inc., Quanex Building Products Corp., American Woodmark Corp, Headwaters Incorporated, Patrick Industries,Summit Materials, Inc., Apogee Enterprises, Inc., U.S. Concrete, Inc., Gibraltar Industries, Inc., Eagle Materials Corp., Summit Material, LLC., NCI Building Systems, Inc., Ply Gem Holdings,Trex Company, Inc., and Masonite International Corp. We added a Peer Group Index to the stock performance graph below to ensure that it continues to reflect an appropriate comparison to our business operations. Headwaters Incorporated was acquired in, and not included in such group with respect to 2017.GCP Applied Technologies.

24



ssd-20211231_g1.jpg
 



Purchases of Equity Securities by the Issuer and Affiliated Purchasers


The table below presents56,668 shares were purchased in 2021, for shares withheld for settlement of payroll taxes from stock-based compensation awards vested and for retirement eligible employees who retired during 2021. No purchases occurred in Q4 2021.

222,060 shares for $24.1 million were purchased in 2021, pursuant to the monthly repurchasesBoard’s $100.0 million repurchase authorization that was publicly announced on December 16, 2020, which authorization expired on December 31, 2021.

On November 18, 2021, the Company’s Board of sharesDirectors authorized the repurchase up to $100.0 million of ourthe Company’s common stock in the fourth quarter of the fiscal year endedfrom January 1, 2022 through December 31, 2017.2022.


 (a) (b) (c) (d) 
PeriodTotal Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 
Approximate Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
 
October 1 - October 31, 2017
 N/A
 
 $201.5 million 
November 1 - November 30, 2017
 N/A
 
 $201.5 million 
December 1 - December 31, 2017677,500
 $59.04
 677,500
 $151.5 million 
     Total677,500
       

(1)
Pursuant to the $275.0 million repurchase authorization that was publicly announced on August 1, 2017, and is scheduled to expire at the end of 2018. See “Note 1 — Stock Repurchase Program”to the Company’s Consolidated Financial Statements.

In December 2017, the Company entered into a Supplemental Confirmation with Wells Fargo Bank, National Association ("Wells Fargo") for a $50 million accelerated share repurchase program (the "2017 December ASR Program"). Under the 2017 December ASR Program, the Company received 677,500 shares at an average price of $59.04 per share for a total of $40.0 million. The final delivery under the 2017 December ASR Program was made in February 2018. See Note 15 "Subsequent Events" to the Company’s Consolidated Financial Statements.




Item 6. Selected Financial Data.[Reserved]

You should read the following selected consolidated financial data in conjunction with Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the Company’s Consolidated Financial Statements and the related Notes thereto, including any discussion of accounting changes, business combinations or dispositions of business operations therein, to fully understand factors that may affect the comparability of the information presented below.


The consolidated statements of operations data for each of the years ended December 31, 2017, 2016 and 2015 and the consolidated balance sheets data as of December 31, 2017 and 2016 are derived from our audited consolidated financial statements included in the Company's Consolidated Financial Statements. The consolidated statements of operations data for the years ended December 31, 2014 and 2013 and the consolidated balance sheets data as of December 31, 2015, 2014 and 2013 are derived from our audited consolidated financial statements, except as otherwise noted, that are not included in this Annual Report on Form 10-K. The information presented below is our historical data and not necessarily indicative of our future financial condition or results of operations. The financial data below includes the results of operations of acquired companies following their acquisition. For a summary of acquisitions that took place during the fiscal years ended December 31, 2017, 2016 and 2015, see “Note 13 — Acquisitions and Dispositions” to the Company’s Consolidated Financial Statements.






25

 Years Ended December 31,
 (in thousands, except per-share data)
2017 2016 2015 2014 2013
Statement of Operations Data: 
  
  
  
  
Net sales$977,025
 $860,661
 $794,059
 $752,148
 $705,322
Cost of sales530,761
 448,211
 435,140
 410,118
 391,791
Gross profit446,264
 412,450
 358,919
 342,030
 313,531
Research and development and other engineering expense47,616
 46,248
 46,196
 39,018
 36,843
Selling expense114,903
 98,343
 90,663
 92,031
 85,102
General and administrative expense144,738
 129,162
 113,428
 111,500
 108,070
Impairment of goodwill
 
 
 530
 
Net loss (gain) on disposal of assets(160) (780) (389) (325) 2,038
Income from operations139,167
 139,477
 109,021
 99,276
 81,478
Loss in equity method investment, before tax(86) 
 
 
 
Interest income (expense), net(788) (577) (342) 46
 86
Gain on bargain purchase of a business6,336
 
 
 
 
Loss on disposal of a business(211) 
 
 
 
Income from operations144,418
 138,900
 108,679
 99,322
 81,564
Provision for income taxes51,801
 49,166
 40,791
 35,791
 30,593
Net income$92,617
 $89,734
 $67,888
 $63,531
 $50,971
Earnings per share of common stock: 
  
  
  
  
Basic$1.95
 $1.87
 $1.39
 $1.30
 $1.05
Diluted$1.94
 $1.86
 $1.38
 $1.29
 $1.05
Cash dividends declared per share of common stock$0.810
 $0.700
 $0.620
 $0.545
 $0.375




 December 31,
 (in thousands)
2017 2016 2015 2014 2013
Balance Sheet Data: 
  
  
  
  
Working capital$447,450
 $476,451
 $494,308
 $509,838
 $464,901
Property, plant and equipment, net273,020
 232,810
 213,716
 207,027
 209,533
Goodwill137,140
 124,479
 123,950
 123,881
 129,218
Total assets1,037,523
 979,974
 961,309
 973,065
 953,613
Line of credit and long-term debt, including current portion3,662
 
 
 18
 103
Total liabilities152,745
 114,132
 111,485
 109,600
 112,334
Total stockholders’ equity884,778
 865,842
 849,824
 863,465
 841,279

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following is a discussion and analysis of theour financial condition and results of operations unless stated otherwise, for the Company for the fiscal years ended December 31, 2017, 2016 and 2015, and of certain factors that may affect the Company’s prospective financial condition and results of operations. The following discussion and analysis contain forward-looking statements as discussed in the “Note About Forward-Looking Statements” at the beginning of this Annual Report on Form 10-K and should be read in conjunction with the Company's Consolidated Financial Statementsour consolidated financial statements and related Notes included therein.notes that appear in this Annual Report. In addition to our historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those plans, estimates, and beliefs.discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report, on Form 10-K, particularly "Item 1A in "Part I - Item 1A. Risk Factors."


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


At our March 23, 2021 analyst and investor day, we unveiled several key growth initiatives that we believe will help us continue our track record of above market revenue growth through a combination of organic and inorganic opportunities. Our primary business strategy isorganic opportunities are focused on expansion into new markets within our core competencies of wood and concrete products. These key growth initiatives will focus on the original equipment manufacturers, repair and remodel or do-it-yourself, mass timber, concrete and structural steel markets.

In order to grow through increasing our market sharein these markets, we aspire to be among the leaders in engineered load-rated construction building products and profitability in Europe; growing our share in the concrete space;systems and continuing to develop our software to support our core wood products offeringbuilding technology while leveraging our strengthsengineering 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 engineering,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.

Also during the March analyst and investor day, we highlighted our five-year ambitions, which are as follows:

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

We will make periodic updates related to material developments to our key growth initiatives and with our five-year ambitions.

Acquisitions and Investments

The Company entered into an agreement to acquire the Etanco Group ("Etanco") for $818 million(1) (approximately €725 million) with an expected close date of April 1, 2022. Etanco is a leading designer, manufacturer and distributor of fixing and fastening solutions for the building construction market throughout Europe, which includes innovative fasteners, connectors, anchors and safety solutions for roofing, cladding, façade, waterproofing and solar applications. For the twelve months ended September 30, 2021, Etanco's net sales and distribution,operating income margin were approximately $291 million(2) (approximately €258 million) and 19.7%(2), respectively.

Etanco's primary product applications directly align with the addressable markets in which the Company operates, estimated at over $5.0 billion. Leveraging Etanco's leading market position in Europe, following the proposed acquisition, the Company would expand its portfolio of solutions, including mechanical anchors, fasteners and commercial building envelope solutions, as well as significantly increase its market presence across Europe. The transaction would allow 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.

The Company expects to realize operating income synergies of approximately $30 million, on an annual run rate basis, within 36 months following the proposed acquisition. These synergies would be achieved through expanding the Company's market share by selling its products into new markets and channels, incorporating Etanco's products into the Company's existing channels, as well as procurement optimization, manufacturing and operating expense efficiencies. The Company would expect
26



to scale its European net sales and operating income margin performance, resulting in an approximate 500 basis point increase in Europe operating income margins by 2025. Additionally, the Company also expects that its interest expense will increase as a result of the incurrence of debt to finance the acquisition of Etanco.

Also during 2021
Invested in a venture capital fund focused on the home building industry and related new technologies.
Entered into a joint indirect investment in the North America Hundegger equipment sales and service representative partner, Hundegger USA, LC to increase each parties' sales in the mass timber and component manufacturing markets by offering North America customers end-to-end solutions, including integrated software from a single source.
Formed an strategic alliance with Structural Technologies that will allow both parties jointly deliver complete end-to-end strengthening solutions to engineering professionals, contractors and owners across multiple construction and repair markets, and
Expanded its product line thru licensing products and purchasing or acquiring intellectual property.

COVID-19 surfaced in late 2019 and has spread around the world, including to the United States. In March 2020, the World Health Organization declared COVID-19 a worldwide pandemic and the President of the United States declared the COVID-19 outbreak a national emergency. As of December 31, 2021, the effects of and responses to the pandemic continue to have a significant impact on worldwide economic activity and on macroeconomic conditions. Although vaccines are available in numerous countries the vaccination level varies by country and in the United States by state. The duration and severity of the effects of the pandemic are still unknown and cannot be predicted with any certainty. Despite this lessening impact throughout 2021, we continue to monitor the COVID-19 pandemic for potential impact on our strong brand name.business and take precautions to provide a safe environment for our employees and customers. Notwithstanding the Company's continued efforts to promote the health and safety of our employees, suppliers and customers, as the COVID-19 pandemic continues, health concern risks remain. It also remains unclear how various national, state, and local governments will react if new variants of the virus become more prevalent.

In response to the pandemic, government authorities in the countries and states where we operate issued various and differing shelter in place and stay at home orders, social distancing guidelines, mask mandates and other measures in response to the COVID-19 pandemic. In many of those locations our operations are classified as an "essential business" and we continue to operate our business in compliance with applicable state and local laws and are observing recommended Centers for Disease Control and Prevention guidelines to minimize the risk of spreading the COVID-19 virus. We believe these initiativeshave undertaken numerous steps and objectivesinstituted additional precautions to comply with health and safety guidelines and to protect our employees, suppliers and customers, as their safety and well-being is one of our top priorities, and to comply with health and safety guidelines. These steps and precautions include enhanced deep cleaning, staggered shifts, temperature checking, use of face masks, practicing social distancing and limiting non-employees at our locations, amongst other safety related policies and procedures. Although vaccines are crucialavailable where we operate, health concern risks remain and it is possible the COVID-19 pandemic could further impact our operations and the operations of our suppliers and vendors, particularly in light of variant strains of COVID-19 that may cause a resumption of high levels of infection and hospitalization.

The Company’s management team continues to monitor and manage its ability to operate effectively and, to date, the Company has not only offer a more complete solutionexperienced any significant disruptions within its supply chain. Our supply chain partners have been very supportive and continue to do their part to ensure that service levels to our customers remain strong and, bolsterto date, we have not experienced any supply-chain disruptions and continued to meet our salescustomers’ needs despite the challenges presented by the COVID-19 pandemic. We will continue to communicate with our supply chain partners to identify and mitigate risk and to manage inventory levels.

In response to the COVID-19 pandemic the Company proactively took measures to maintain and preserve its strong financial position and flexibility. The Company's Crisis Management Team, which includes members of core wood connector products, but alsosenior management, meets regularly to mitigatereview and assess the cyclicalitystatus of the U.S. housing market.Company's operations and the health and safety of its employees.


On October 30, 2017, we announcedThe Company’s business, financial condition and results of operations depends significantly on the 2020 Plan to provide additional transparency into our strategic plan and financial objectives. We remain on track to substantially achieve our aggressive financial targets under the 2020 Plan, assuming (i) that there are mid-single digit growths in U.S.level of United States, housing starts and in the repair and remodel market, (ii) that we can realize the $30 million annualized revenue opportunity for our mechanical anchor product line in stores of The Home Depot, Inc., (iii) that we can increase our market share and profitability in Europe, and (iv) that we can gain market shares for both our truss and concrete product offerings. Subject to future events and circumstances, our 2020 Plan is centered on three key aggressive operational objectives as further described below.

First, a continued focus on organic growth with a goal to achieve a net sales compound annual growth rate of approximately 8% (from $860.7 million reported in fiscal 2016) through fiscal 2020.
Second, rationalizing our cost structure to improve company-wide profitability by reducing total operating expenses, as a percent of net sales from 31.8% in fiscal 2016 to a range of 26.0% to 27.0% by fiscal 2020. We expect to achieve this initiative, aside from top-line growth, through cost reduction measures in Europe and our concrete product line, zero-based budgeting for certain expense categories and a commitment to remaining headcount neutral (except in the production and sales departments to meet demands from sales growth). Offsetting these reductions will be the Company’s ongoing investment in its software initiatives as well as the expenses associated with our ongoing SAP implementation.
Third, improving our working capital management and overall balance sheet discipline primarily through the reduction of inventory levels by aggressively eliminating 25 to 30% of the Company’s product SKUs and implementing Lean principles in many factories. We believe we can achieve an additional 30% reduction of our raw materials and finished goods inventory over the next three years without impacting day-to-day production and shipping procedures.



In addition to these efforts, we recently hired a leading management consultant to perform an independent in-depth analysis of our operations and identify additional opportunities to enhance our operational efficiencies. We believe our efforts to achieve the 2020 Plan will contribute to improved business performance and operating results, improve returns on invested capital (1) and allow us to be more aggressive in repurchasing shares of our stock in the near-term. Through execution on the 2020 Plan, we also expect by the end of fiscal year 2020 to achieve a return on invested capital target within the range of 17% to 18%.

We believe our ability to achieve industry-leading margins from a gross profit and operating income standpoint is due to the high level of value-added services that we provide to our customers. Aside from our strong brand recognition and trusted reputation, Simpson is unique due to our extensive product testing capabilities and our state-of-the-art test lab; strong customer support and education for engineers, builders and contractors; deep 40-plus year relationships with engineers that get our products specified on the blueprint and pulled through to the job site; product availability with delivery in typically 24 hours or less; and an active involvement with code officials to improve building codes andresidential construction practices. Based on current information, we expect the competitive environment to be relatively stable. We also expect U.S.activity. Though single-family housing starts to continue to grow as a percentageincreased significantly from prior-year's level, we believe there is uncertainty that demand will increase in the midshort-term due to high single digits over the next few years, which should support a sustainable organic revenue growth outlook in North America for many of our products.

We have invested in strategic initiatives, including approximately $8 million annual researchsupply-chain factors, inflation and development expenses in software development, to help us perform throughout all industry cycles, suchas scaling up our wood construction products operations in Europepossibly interest rate increases affecting new home starts and ongoing development of our software solutions, which we estimate supports approximately 40% of our connector and truss platecompletions. With recent sales as our market strategy is to sell engineered product solutions. In support of this effort, we acquired Gbo Fastening Systems AB (“Gbo Fastening Systems”) and CG Visions, Inc. (“CG Visions”) in January 2017, asprice increases, we believe these two acquisitions fit into our current business modelsales will likely increase in future periods even if demand does not decrease. However, increased selling prices are expected to be offset by increasing material costs, sourcing logistics complications and growth strategy.a tight labor market, which could negatively affect operating margins for 2022.


While acquisitions were part
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Management continues to monitor the impact of a dual-fold approach to growth inrising material input and product logistics costs on the past, our go-forward strategy will focus on organic growth, supported by strategic capital investments in the business. As such, we will de-emphasize acquisitions activities going forward, especially as it relates to the concrete space. An exception may occur if the right opportunity were to arise in our core fastener space, which is the particular area where we believe it would be beneficial to gain additional production capacity to support our wood business.Company's financial condition, liquidity, operations, suppliers, industry, and workforce.


Factors Affecting Our Results of Operations


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 process 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. Foundation product sales could be considered a leading indicator for our product sales. Sales of foundation products in the fourth quarter of 2017 decreased compared to the same period in 2016.


Our sales also tend to be seasonal, with operating results varying from quarter to quarter. With some exceptions, 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, as our customers tend to purchase construction materials in the late spring and summer months for the construction season. In addition, weatherWeather conditions, such as extended cold or wet weather, which affect and sometimes delay installation of some of our products, could negatively affect our results of operations. Political and economic events such as tariffs and the possibility of additional tariffs on imported raw materials or finished goods or such as labor disputes can also have an effect on our gross and operating profits as well as the amount of inventory on-hand. Our operations can also be affected by a volatile steel market and stressed product transportation systems. Changes in raw material cost could 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. Delays in receiving products or shipping sales orders, as well as increased transportation costs, could negatively impact sales and profitability.operating profits.


Operating expenses, excluding gain (losses) on disposal of assets, as a percentage of net sales was 31%, 32% and 31% for the years ended 2017, 2016 and 2015, respectively.

Acquisitions

North America

In January 2017, we acquired CG Visions for approximately $20.8 million subject to specified holdback provisions and post-closing adjustments. This acquisition is expected to enableOur operations also expose us to build closer partnerships with builders by offering software and services to help them control costs and increase efficiency at all stages of the home building process. We have begun to look for opportunities to incorporate our products into CG Visions' building information modeling ("BIM") packages and apply CG Visions’ expertise to our existing and future software initiatives.



Europe

In January 2017, we acquired Gbo Fastening Systems for approximately $10.2 million. Gbo Fastening Systems manufactures and sells a complete line of European approved CE-marked structural fasteners, mostly in northern and eastern Europe, which we have begun to distribute and sell to our subsidiaries in western Europe. We have begun distributing into the Nordic countries wood connector products that were manufactured in the Company's manufacturing facilities in western Europe. Further, we begun to access Gbo Fastening Systems' expertise in product development and testing, and proficiency in fastener manufacturing and surface treatment, to strengthen Gbo Fastening Systems' global presence and contribute engineering expertise in automatic fastening systems and fastener collation to help broaden its fastener and structural connectors lines.

The Company sold Gbo Fastening Systems' Poland and Gbo Fastening Systems' Romania subsidiaries ("Gbo Poland and Gbo Romania") on September 29, 2017 and October 31, 2017, respectively. The Company retains Gbo Fastening Systems' operations in Sweden and Norway.

ERP Integration

In July 2016, our Board of Directors (the "Board") approved a plan to replace our current in-house enterprise resource planning ("ERP") and externally sourced accounting platforms with a fully integrated ERP platform from SAP America, Inc. ("SAP") in multiple phases by location over a period of three to four years at all facilities plus our headquarters, with a focus on configuring, instead of customizing, the standard SAP modules. We anticipate the ERP implementation project will cost approximately $30 million to $34 million through 2019, including capital expenditures. Annual operating expenses will increase from 2017 to 2024 as a result of the ERP project, partly due to the amortization of related capitalized costs.

We believe that the ERP project has progressed well in 2017 and is currently on track and on budget. As of December 31, 2017, we have capitalized $11.6 million and expensed $3.3 million of the costsrisks associated with the ERP project. We went live with our first locations in February of 2018. We anticipate that,pandemics, epidemics or other public health emergencies, such as the project progresses further into 2018, we will spend more time and resources in training our staff for the new platform, as opposed to configuring the SAP modules, and we expect to record the cost associated with such training as expense. For 2018, we estimate that approximately $7 to $8 million of the costs associated with the ERP project will be expensed, including the amortization of capitalized SAP costs.COVID-19 pandemic.


Business Segment Information


OurHistorically our North America segment has generated more revenues primarily from wood construction products compared to concrete construction products. DueNorth America sales increased 23.7% for the year ended December 31, 2021 compared to improved economic conditions, including an increase in housing starts, netDecember 31, 2020. Our wood construction product sales in regions ofincreased 25.2% for the segment have trended up,year ended December 31, 2021 compared to December 31, 2020, primarily due to product price increases that took effect throughout 2021 as well as increased sales volumes. Our concrete construction product sales increased 13.9% for the year ended December 31, 2021 compared to December 31, 2020, mostly due to product price increases that took effect throughout 2021. North America net sales were positively affected by approximately $4.7 million in unit sales volumesforeign currency translation mostly related to a strengthening Canadian dollar. Each product price percentage increase ranged from mid-single digits to mid-teens depending on the product mix, for certain of our wood connector, fastener and an approximately 4% price increase for our connectorconcrete products in the United Stated effective on December 1, 2016, as well as added revenues from CG Visions. Our truss sales decreased slightlyStates. In regards to the product price increases phased in 2017. Our truss specialists will focus on converting medium size truss customersduring 2021 relative to our design and management software2022, full phased in 2018, while continuing to support our smaller truss customers. In addition, we have presented the BIM platform acquired from CG Visions to various builders to showcase the software andproduct price increases for us to determine which modules and services that builders might be interested2022 could result in using to support their business.

During 2016, we initiated a multi-year plan to increase our North America factory production efficiency, aiming to achieve a 75% factory utilization rate on two full shifts by moving high-volume connector production from both our Riverside and Western Canada facilities to our other three manufacturing locations$300 million in North America. As of September 30, 2017, we had relocated 100% of our planned high-volume connector production. Based on current information and subject to future events and circumstances, we estimate this transition will save approximately $3.0 million per year, mostly in production costs. Also, we are moving all of our truss plate manufacturing to our existing wood connector manufacturing facilities to increase the efficiency and plant utilization. Upon completion, the truss plate manufacturing facility will be permanently closed. Based on current information and subject to future events and circumstances, we will complete the transition by the end of the first quarter of 2018 and we estimate this transition will save approximately $2 million per year in annual production costs.

In late 2016, we collaborated with The Home Depot, Inc. (“The Home Depot”) to begin to roll out our mechanical anchor line of products that are available at The Home Depot. This collaboration increased a portion of our finished goods inventory and we expect to continue to introduce our mechanical anchor line of products through approximately 1,900 of The Home Depot store locations by 2020. Once the rollout is completed, we anticipate this opportunity will meaningfully contribute to our concrete business lines going forward and estimate that on an annualized basis it could potentially increase ouradditional net sales compared to 2021. . We currently anticipate additional net sales to be offset by approximately $30 million.higher priced raw materials and rising average cost of steel on hand significantly compressing gross margin and operating margin in fiscal 2022.




Our Europe segment also generates more revenues from wood construction products than concrete construction products. Europe sales increased 25.7% for the year ended December 31, 2021 compared to December 31, 2020, due to product priced increases and higher sales volumes in local currency and were positively affected by approximately $8.5 million in foreign currency translation related to Europe's currencies strengthening against the United States Dollar. Wood construction product sales increased 58% in 201728.7% for the year ended December 31, 2021 compared to 2016, primarily due to the acquisition of Gbo Fastening Systems.December 31, 2020. Concrete construction product sales are mostly project based, and net sales increased 20% in 201713.9% for the year ended December 31, 2021 compared to 2016,December 31, 2020. Gross margins decreased slightly, mostly due to higher material and labor costs, partly offset by lower warehouse and shipping costs and factory and tooling costs all as a percentage of sales. Operating expenses increased, primarily due to increased professional fees and personnel costs. For fiscal 2022, increased steel costs and product sourcing complications could offset increased sales volume in 2017. We are uncertain whether concrete construction product net sales will continue to grow at this pace for 2018. In the first quarter of 2018, our Western European locations introduced a complete line of Gbo fastener products to its customers and started taking sales orders. Also, we reduced futurenegatively affect operating expenses by an estimated $2.0 million per year through personnel reductions. See “Europe” below.margins.


Our Asia/Pacific segment has generated revenues from both wood and concrete construction products. We have closed our sales offices located in China, Thailand and Dubai; and discontinued our selling activities in Hong Kong, due to continued losses in the regions. We believe that the Asia/Pacific segment is not significant to our overall performance.


Since December 2020, inventory pounds in North America, which is the bulk of our inventory, decreased 2% while the weighted average cost per pound of total on hand increased approximately 63%. Based on our current expectations, we are anticipating continued raw material cost pressure for fiscal 2022. Our gross margins in 2021 reflect an average cost of steel
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(1)When referred to above, the Company’s return on invested capital (“ROIC”) for a fiscal year is calculated based on (i) the net income of that year as presented in the Company’s consolidated statements of operations prepared pursuant to generally accepted accounting principles in the U.S. (“GAAP”), as divided by (ii) the average of the sum of the total stockholders’ equity and the total long-term liabilities at the beginning of and at the end of such year, as presented in the Company’s consolidated balance sheets prepared pursuant to GAAP for that applicable year. As such, the Company’s ROIC, a ratio or statistical measure, is calculated using exclusively financial measures presented in accordance with GAAP.
sourced prior to and during the increasing steel price market. As we work through our on hand inventory and continue to buy raw material at these much higher prices, our anticipated costs of goods sold are expected to increase significantly for fiscal 2022, even if prices for raw material begin to decline, as the impact from averaging raw material costs typically lags our price increases. We began to see this sequential margin deceleration occur during the fourth quarter 2021 with gross margin declining by roughly 250 basis points from the third quarter 2021. As a result, and based on our fiscal 2022 operating margin outlook, we currently expect our operating margin for the full year of 2022 will decline by approximately 500 basis points year-over-year.


Business Outlook


Based on current informationbusiness trends and subjectconditions, the Company's outlook (excluding Etanco) for the full fiscal year ending December 31, 2022 is as follows:

Operating margin is estimated to future events and circumstances:be in the range of 17.5% to 19.0%.


The Company currently anticipates that the market price of steel to rise during the first quarter of 2018.

The Company estimates that its full-year 2018 gross profit margin will be between approximately 45% and 46%.

The Company estimates that its full-year 2018 effective tax rate willis estimated to be between 26%in the range of 25.5% to 26.5%, including both federal and 27%. The ultimatestate income tax rates and assuming no tax law changes are enacted.

Capital expenditures are estimated to be in the range of $65 million to $70 million.

While the magnitude and duration of the COVID-19 pandemic and its impact on general economic conditions remain uncertain, the Company continues to monitor the impact of the Tax Reform Act may differ materially frompandemic on its operations and financial condition, which was not significantly adversely impacted in fiscal 2021. Please note that ongoing uncertainties surrounding the impact of the COVID-19 pandemic on the Company’s estimates duebusiness, which may include the economic impact on its operations, raw material costs, consumers, suppliers, vendors, and other factors outside of its control, may have a material adverse impact on the Company’s financial outlook.

(1) Reflects EUR to changesUSD exchange rate as of December 22, 2021.
(2) For the last twelve months ended September 30, 2021 in the interpretations and assumptions made by the Company as well as additional regulatory guidance that may be issued and actions the Company may take as a result of the Tax Reform Act, such as cash repatriationaccordance with French GAAP. Subject to the United States. The Company will continuechange following conversion to assess the expected impacts of the new tax law and provide additional disclosures at appropriate times.IFRS or U.S. GAAP accounting standards.




Results of Operations
 
The following table sets forth, for the years indicated, the Company'sCompany’s operating results as a percentage of net sales for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively:

 Years Ended December 31,
 202120202019
Net sales100.0 %100.0 %100.0 %
Cost of sales52.0 %54.5 %56.7 %
Gross profit48.0 %45.5 %43.3 %
Research and development and other engineering3.8 %4.0 %4.1 %
Selling expense8.6 %8.9 %9.9 %
General and administrative expense12.3 %12.7 %13.9 %
Total operating expense24.7 %25.6 %27.9 %
Net gain on disposal of assets— %— %(0.5)%
Income from operations23.3 %19.9 %15.9 %
Interest expense, net and other(0.2)%(0.2)%(0.2)%
Foreign exchange gain (loss), net(0.4)%(0.1)%(0.1)%
Income before taxes22.8 %19.7 %15.7 %
Provision for income taxes5.9 %4.9 %3.9 %
Net income16.9 %14.8 %11.8 %

 Years Ended December 31,
 2017 2016 2015
Net sales100.0 % 100.0 % 100.0 %
Cost of sales54.3 % 52.1 % 54.8 %
Gross profit45.7 % 47.9 % 45.2 %
Research and development and other engineering4.9 % 5.4 % 5.8 %
Selling expense11.8 % 11.4 % 11.4 %
General and administrative expense14.8 % 15.0 % 14.3 %
Net gain on disposal of assets(0.1)% (0.1)%  %
Income from operations14.3 % 16.2 % 13.7 %
Income in equity method investment %  %  %
Interest income (expense), net(0.1)% (0.1)%  %
Gain on bargain purchase of a business0.6 %  %  %
Loss on disposal of a business %  %  %
Income before taxes14.8 % 16.1 % 13.7 %
Provision for income taxes5.3 % 5.7 % 5.1 %
Net income9.5 % 10.4 % 8.6 %

Unless otherwise stated, the Company’s results below, when referencing “recent acquisitions,” refer to the January 2017 acquisitions of Gbo Fastening Systems and CG Visions; when referencing “recently acquired businesses,” refer to Gbo Fastening Systems and/or CG Visions, as applicable; and when referencing “acquired net sales,” refer to net sales of such acquired businesses, as applicable. When referencing the “recent North America acquisition,” the Company’s results below refer to the CG Vision acquisition; and when referencing “recent Europe acquisitions,” refer to the Gbo Fastening Systems acquisition. See "Note 13 — Acquisitions and Dispositions" to the Company's Consolidated Financial Statements).

2015 to 2017 Financial Highlights


Net sales increased 23% to $977.0 million in 2017 from $794.1 million in 2015.

North America — Net sales increased 19% to $803.7 million in 2017 from $676.6 million in 2015.
Europe — Net sales increased 53% to $165.2 million in 2017 from $108.1 million in 2015, primarily due recent acquisitions.
Asia/Pacific — Net sales decreased 13% to $8.2 million in 2017 from $9.4 million in 2015, due to the closing of sales offices in China, Thailand and Dubai in the first quarter of 2015.

Gross profit increased 24% to $446.3 million in 2017 from $358.9 million in 2015 and gross profit as a percentage of net sales ("gross profit margin") increased to 46% in 2017 from 45% in 2015.

North America — Gross profit margin remained at 47% for both 2017 and 2015.
Europe — Gross profit margin decreased to 36% in 2017 from 38% in 2015, primarily due recent acquisitions.
Product group — The gross profit margins, including some inter-segment expenses, that are eliminated in consolidation, and excluding other expenses not allocated according to product group, remained at 47% for both 2017 and 2015 for wood construction products and remained at 35% for both 2017 and 2015 for concrete construction products.

Income from operations increased 28% to $139.2 million in 2017 from $109.0 million in 2015 and operating profit as a percentage of net sales ("operating profit margin") remained at 14% for both 2017 and 2015. Operating expenses (excluding net gain on disposal of assets) increased to $307.3 million in 2017 from $250.3 million in 2015, but remained at 31% of net sales in both of years ended 2017 and 2015.



North America — Income from operations increased 21% to $132.9 million in 2017 from $109.4 million in 2015. Operating profit margin increased to 17% in 2017 from 16% in 2015.
Europe — Income from operations increased 16% to $4.4 million in 2017 from $3.8 million in 2015. Operating profit margin decreased to 3% in 2017 from 4% in 2015.
Asia/Pacific — Income from operations was $1.2 million in 2017 compared to a loss of $3.4 million in 2015.

Our effective income tax rate decreased to 36% in 2017 from 38% in 2015.

The Company had net income of $92.6 million for 2017 compared to net income of $67.9 million for 2015. Diluted net income per share of common stock was $1.94 for 2017 compared to $1.38 for 2015.

Comparison of the Years Ended December 31, 20172021 and 20162020
 
Unless otherwise stated, the results announced 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 year ended December 31, 2017,2021, against the results of operations for the year ended December 31, 2016.2020. Unless otherwise stated, the results
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announced below, when referencing “both years,” refer to the year ended December 31, 20162020 and the year ended December 31, 2017. To avoid fractional percentages, all percentages presented below were rounded to the nearest whole number.2021.



The following table shows the change in the Company’s operations from 20162020 to 2017,2021, and the increases or decreases from the prior year, for each category by segment:
   Increase (Decrease) in Operating Segment  
   North America   
Asia/
Pacific
 
Admin &
All Other
  
 (in thousands)
2016  Europe   2017
Net sales$860,661
 $61,676
 $53,881
 $807
 $
 $977,025
Cost of sales448,211
 41,245
 38,946
 2,255
 104
 530,761
Gross profit412,450
 20,431
 14,935
 (1,448) (104) 446,264
Research and development and other engineering expense46,248
 201
 1,224
 6
 (63) 47,616
Selling expense98,343
 8,042
 8,268
 227
 23
 114,903
General and administrative expense129,162
 15,840
 1,935
 (653) (1,546) 144,738
Gain on sale of assets(780) 769
 (18) (67) (64) (160)
Income from operations139,477
 (4,421) 3,526
 (961) 1,546
 139,167
Loss in equity method, before tax
 (86) 
 
 
 (86)
Interest expense, net(577) 89
 (204) 63
 (159) (788)
Gain on bargain purchase of a business
 
 6,336
 
 
 6,336
Loss on disposal of a business
 
 (211) 
 
 (211)
Income before income taxes138,900
 (4,418) 9,447
 (898) 1,387
 144,418
Provision for income taxes49,166
 4,278
 697
 (302) (2,038) 51,801
Net income$89,734
 $(8,696) $8,750
 $(596) $3,425
 $92,617
  Increase (Decrease) in Operating Segment 
  North America Asia/
Pacific
Admin &
All Other
 
 (in thousands)
2020Europe2021
Net sales$1,267,945 $261,050 $40,283 $3,939 $— $1,573,217 
Cost of sales691,561 97,293 26,660 2,514 159 818,187 
   Gross profit576,384 $163,757 $13,623 $1,425 $(158)755,030 
Operating expenses:
Research and development and other engineering expense50,807 7,919 625 30 — 59,381 
Selling expense112,517 19,019 2,950 518 — 135,004 
General and administrative expense161,029 27,025 4,172 946 193,176 
   Operating expenses324,353 53,963 7,747 552 946 387,561 
Net gain (loss) on disposal of assets(332)(95)113 (10)— (324)
Impairment of goodwill— — — — — — 
Income from operations252,363 109,889 5,763 883 (1,105)367,793 
Interest expense, net and other(2,012)(2,990)(1,841)239 2,942 (3,662)
Foreign exchange loss(787)(1,292)(1,112)331 (2,722)(5,582)
Income before income taxes249,564 105,607 2,810 1,453 (885)358,549 
Provision for income taxes62,564 29,760 (371)140 92,102 
Net income$187,000 $75,847 $2,801 $1,824 $(1,025)$266,447 
 
Net Sales increased 14%24.1% to $977.0$1,573.2 million from $860.7 million. Recently acquired businesses accounted for $47.9$1,267.9 million (41%) of the increase in net sales. Net sales to contractor distributors, lumber dealers, dealer distributors and home centers increased primarily due to increased home construction activity and average netproduct price increases that took effect throughout 2021 in an effort to offset rising material costs as well as higher sales unit prices.volumes. Wood construction product net sales, including sales of connectors, truss plates, fastening systems, fasteners and shearwalls, represented 87% and 85% of the Company'sCompany’s total net sales in both years.for the years ended December 31, 2021 and 2020, respectively. Concrete construction product net sales, including sales of adhesives, chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials, represented 13% and 15% of the Company'sCompany’s total net sales in both years.for the years ended December 31, 2021 and 2020.


Gross profit increased to $446.3$755.0 million from $412.5$576.4 million. Gross profit margins decreasedincreased to 46%48.0% from 48%. Recently acquired businesses had an average gross profit margin45.5%, primarily due to product price increases during 2021, lower labor and factory expenses, and offset partly by higher material costs as a percentage of 30% for the year ended 2017. The gross profitnet sales. Gross margins, including some intersegmentinter-segment expenses, which were eliminated in consolidation, and excluding othercertain expenses that are allocated according to product group, decreasedincreased to 47%47.9% from 49%45.5% for wood construction products and remained at 35% for both yearsincreased to 44.4% from 41.6% for concrete construction products.products, respectively.




Research and development and other engineering expense increased 3%16.9% to $47.6$59.4 million from $46.2$50.8 million, primarily due to increases of $2.2$5.0 million in personnel costs, mainly attributable to the addition of staff and pay rate increases instituted on January 1, 2017, and $1.2$1.3 million in severance expenses, partly offset by a decreases of $1.4patent and code approval costs, $1.1 million in professional fees, and $0.8$1.0 million in cash profit sharing on lower operating income.expenses.


Selling expense increased 17%20.0% to $114.9$135.0 million from $98.3$112.5 million, primarily due to increases of $10.3$13.8 million in personnel costs mostly related to recent acquisitions and the additionsales commissions, $4.6 million in professional fees, $1.3 million in stock-based compensation, $2.0 million cash profit sharing expense, and $1.4 million travel-related expenses, partly offset by decrease of staff and pay rate increases instituted on January 1, 2017, $3.1$1.5 million in advertising costs, $2.0 million in severance expenses, $0.7 million in depreciation expense, $0.3 million in donation expense, $0.3 million in facility expenses and $0.2 million in computer and phone expenses, which was partly offset by a decrease of $0.9 million in cash profit sharingpromotional expense. Recent acquisitions increased selling expense by $7.2 million.


General and administrative expense increased 12%20.0% to $144.7$193.2 million from $129.2$161.0 million, primarily due to increases of $10.3$10.2 million in professional fees, $9.7 million in personnel costs, mostly related to recent acquisitions and the addition of staff and pay rate increases instituted on January 1, 2017, $6.5 million in legal and professional fees mostly related to strategic initiatives such as software and systems integration and compensation and governance changes, $3.7 million in software licensing, maintenance and hosting fees, $2.2 million in depreciation expense and $2.0 million in severance expenses, which was partly offset by a decrease of $6.0$3.3 million in cash profit sharing expense on lower operating income and reduced payouts under our executive officer cash profit sharing plan and $0.4expenses, $2.3 million in stock-based compensation, as well as an increase of $3.0 million from favorable net foreign currency translations and transactions. Recently acquired businesses were responsible for $11.2$2.0 million of the total increasecomputer and software related costs, and $1.9 million in generaldepreciation and administrativeamortization expenses.


Gain on bargain purchase of a business - On January 3, 2017, we acquired Gbo Fastening Systems for approximately $10.2 million. This transaction was recorded as a business combination in accordance with the business acquisition method. We recorded a bargain purchase gain of $6.3 million, which represents the fair value of the net assets acquired and liabilities assumed over the consideration exchanged as of the acquisition date. This nonrecurring, non-operating income gain is included in the line item “Gain (adjustment) on bargain purchase of a business” in our results of operations for 2017.
30




Loss on disposal of a business - In 2017, we sold all of the outstanding shares of Gbo Poland and Gbo Romania for approximately $10.2 million, resulting in a loss of $0.2 million. In February 2018, post-closing adjustments were finalized, which resulted in the Company receiving an additional $69 thousand in sales proceeds.

Our effective income tax rate increased to 36%25.7% from 35%,25.1% primarily due to the Tax Reform Act toll tax (repatriation), partly offset by a decrease in the deferred tax liability due to the December 31, 2017 re-measurement the liability using the new 21% U.S. corporate tax rate.benefits associated with stock-based compensation.



Net income was $92.6$266.4 million compared to $89.7$187.0 million. Diluted net income per share of common stock was $1.94$6.12 compared to $1.86. The increase in net income was primarily due to the $6.3 million nonrecurring bargain purchase gain (see "Gain on bargain purchase of a business" above), which increased diluted net income by $0.13 per share of common stock.$4.27.


Net Sales


The following table shows net sales by segment for the years ended December 31, 20162020 and 2017,2021, respectively:

(in thousands)
North
America
 Europe 
Asia/
Pacific
 Total(in thousands)North
America
EuropeAsia/
Pacific
Total
December 31, 2016$742,021
 $111,274
 $7,366
 $860,661
December 31, 2017803,697
 165,155
 8,173
 977,025
December 31, 2020December 31, 2020$1,101,891 $156,713 $9,341 $1,267,945 
December 31, 2021December 31, 20211,362,941196,996 13,280 1,573,217
Increase$61,676
 $53,881
 $807
 $116,364
Increase$261,050 $40,283 $3,939 $305,272 
Percentage increase8% 48% 11% 14%Percentage increase23.7 %25.7 %42.2 %24.1 %
 
The following table shows segment net sales as percentages of total net sales for the years ended December 31, 20162020 and 2017,2021, respectively:
North
America
EuropeAsia/
Pacific
Total
Percentage of total 2020 net sales87 %12 %%100 %
Percentage of total 2021 net sales87 %13 %— %100 %
 
North
America
 Europe 
Asia/
Pacific
 Total
Percentage of total 2016 net sales86% 13% 1% 100%
Percentage of total 2017 net sales82% 17% 1% 100%




Gross Profit
 
The following table shows gross profit by segment for the years ended December 31, 20162020 and 2017,2021, respectively:

(in thousands)
North
America
 Europe 
Asia/
Pacific
 
Admin &
All Other
 Total
December 31, 2016$365,758
 $44,038
 $2,419
 $235
 $412,450
December 31, 2017386,189
 58,973
 971
 131
 446,264
Increase (decrease)$20,431
 $14,935
 $(1,448) $(104) $33,814
Percentage increase (decrease)6% 34% * * 8%
(in thousands)North
America
EuropeAsia/
Pacific
Admin &
All Other
Total
December 31, 2020$517,380 $55,541 $3,477 $(14)$576,384 
December 31, 2021681,137 69,164 4,902 (172)755,031 
Increase$163,757 $13,623 $1,425 $(158)$178,647 
Percentage increase31.7 %24.5 %**31.0 %
* The statistic is not meaningful or material.


The following table shows gross profit percentagesmargins by segment for the years ended December 31, 20162020 and 2017,2021, respectively:
 
North
America
 Europe 
Asia/
Pacific
 
Admin &
All Other
 Total
2016 gross profit percentage49% 40% 33% * 48%
2017 gross profit percentage48% 36% 12% * 46%
North
America
EuropeAsia/
Pacific
Admin &
All Other
Total
2020 gross margin47.0 %35.4 %37.2 %*45.5 %
2021 gross margin50.0 %35.1 %36.9 %*48.0 %
* The statistic is not meaningful or material.


North America


Net sales increased 8% mostly23.7% primarily due to increased average unitproduct price increases that took effect throughout 2021 in the United States and increased overallan effort to offset rising material costs as well as higher sales volumes. Canada's net sales increased primarily due to increasedincreases in sales volumes on flat average net sales unit prices. Canada's net salesvolume and were not significantlypositively affected by $4.7 million foreign currency translation. The recent North America acquisitiontranslation in local currency.

Gross margin increased net sales by $5.8 million.

Gross profit margin decreased to 48%50.0% from 49%47.0%, primarily due to increased material,product price increases implemented during 2021, and decreases in labor, factory, warehouse and overhead expenses and labor expenses, which wasfreight costs, partly offset by the effecthigher material costs, each as a percentage of increased average net sales unit prices.sales.


31



Research and development and engineering expense increased $0.2$7.9 million, primarily due to increases of $1.5$3.9 million in personnel costs, mainly related to the addition of staff and pay rate increases instituted on January 1, 2017, and$0.9 million cash profit sharing expenses, $0.8 million in professional fees, $0.6 million in severancepatent costs, $0.4 maintenance and supplies expenses partly offset by a decreases of $1.4and $0.2 million in consulting fees and $0.9 million in cash profit sharing expense.depreciation.


Selling expense increased $8.0$19.0 million, primarily due to increases of $4.5$11.4 million in personnel costs mostly related to the addition of staff and pay rate increases instituted on January 1, 2017, $2.4sales commissions, $2.1 million in advertising expense mostlyprofessional fees, $1.8 million in point of purchase advertising,travel and trade show and sale promotion costs, $0.8 million in severance expenses, $0.7 million in depreciation expense and $0.3 million in donation expense, partly offset by a decrease of $1.0events, $1.7 million in cash profit sharing costs on lower operating income.

General and administrative expense, increased $15.8 million, primarily due to increases of $6.9 million in personnel costs, mostly related to the North America acquisition and the addition of staff and pay rate increases instituted on January 1, 2017, $6.4 million in legal and professional fees, mostly related to strategic initiatives such as software and systems integration and compensation and governance changes, $2.6 million mostly in software licensing, maintenance and hosting fees, $2.0 million in depreciation expense, $1.8 million in severance expenses, $0.6 million in intangible amortization expense and $0.5$1.2 million in stock-based compensation, partly offset by a decreasedecreases of $3.8$0.5 million in advertising and depreciation expense.

General and administrative expense increased $27.0 million, primarily due to increases of $8.4 million in professional fees, including legal fees, $6.9 million in personnel costs, $2.9 million in depreciation and amortization expense, $2.4 million in computer software and hardware costs, and $1.5 million in cash profit sharing expense, as well as, the benefit from $0.5$1.5 million in higher software development expense net foreign currency translation in the current period. The recent North America acquisition increased general and administrative expense by $6.5 million.of capitalization.


Income from operations decreased $4.4increased $109.9 million, mostly due to increased operating expenses, which were partiallysales and gross profit, partly offset by higher gross profit. Severance expenses of $3.6 million were recorded in 2017.operating expenses.




Europe


Net sales increased 48%25.7%, primarily due acquired netto higher sales of $42.1 million, which accounted for 78% of the total increase. Netvolumes compared to last year’s COVID-19 related slow-down. Europe's sales were positively affectedalso benefited by approximately $1.4positive $8.5 million in foreign currency translations primarily related to theresulting from some Europe currencies strengthening of the Euro, Polish zloty and Danish Kroner against the United States dollar.Dollar.


Gross profit margin decreased to 36%35.1% from 40%35.4%, primarily due to our recent Europe acquisitions. The acquired businessesincreases in Europe had an average gross profit marginmaterial and labor costs, partly offset by decreases in factory & tooling costs, warehouse and shipping costs, each as a percentage of 20% in 2017.net sales.


Research and development and engineeringSelling expense increased $1.2$3.0 million primarily due to increases of $0.6 million in severance expenses and $0.5$2.1 million in personnel costs, mainly related to the addition of staff$0.5million in professional fees, and pay rate increases instituted on January 1, 2017.

Selling expense increased $8.3 million primarily due to an increase of $5.4 million in personnel costs mostly related to acquisitions and the addition of staff, $1.2 million in severance expenses, $0.6 million mostly in advertising costs, $0.3 million in facility expenses and $0.2 million in agent commissions. The recent Europe acquisitions increased selling expense by $6.6 million.cash profit sharing expenses.


General and administrative expenseexpenses increased $1.9$4.2 million primarily due to increases of $2.4 million in personnel costs, mostly related to the addition of staff and pay rate increases instituted on January 1, 2017, $1.0 million in computer expenses mostly in software licensing and data processing fees, $0.6 million in cash profit sharing expense, $0.2 million in severance expenses, $0.2 million in stock based compensation and $0.2$2.7 million in professional fees, partly offset by a decrease in amortization expense of $0.5 million as well as the benefit from $2.9$1.3 million in net foreign currency translation in the current period. Recent Europe acquisitions increased general and administrative expense by $4.7 million.personnel costs.


Income from operations increased $3.5$5.8 million, mostlyprimarily due to increasedhigher sales and gross profits, which were partiallyprofit, partly offset by higher operating expenses, which included $2.0 million in severance expenses.


Asia/Pacific


For information about the Company'sCompany’s Asia/Pacific segment, please refer to the table above setting forth changes in our operating results for the years ended December 31, 20172021 and 2016.2020.


Administrative and All Other


General and administrative expenses decreased, primarily due to a decreases of $2.8expense increased $0.9 million, in cash profit sharing expense, partly offset by an increase of $1.3 million in personnel costs.


Comparison of the Years Ended December 31, 2016 and 2015

Unless otherwise stated, the results announced below, in this "Comparison of the Years Ended December 31, 2016 and 2015" section, when providing comparisons (which are generally indicated by words such as “increased,” “decreased,” "remained" or “compared to”), compare the results of operations for the year ended December 31, 2016, against the results of operations for the year ended December 31, 2015.

To avoid fractional percentages, all percentages presented below in this section were rounded to the nearest whole number.



The following table shows the change in the Company’s operations from 2015 to 2016, and the increases or decreases for each category by segment.
   Increase (Decrease) in Operating Segment  
   North America   
Asia/
Pacific
 
Admin &
All Other
  
 (in thousands)
2015  Europe   2016
Net sales$794,059
 $65,403
 $3,206
 $(2,007) $
 $860,661
Cost of sales435,140
 17,273
 680
 (4,174) (708) 448,211
Gross profit358,919
 48,130
 2,526
 2,167
 708
 412,450
Research and development and other engineering expense46,196
 (33) 191
 (90) (16) 46,248
Selling expense90,663
 6,370
 1,920
 (563) (47) 98,343
General and administrative expense113,428
 14,622
 3,337
 (3,027) 802
 129,162
Gain on sale of assets(389) (695) (24) 263
 65
 (780)
Income from operations109,021
 27,866
 (2,898) 5,584
 (96) 139,477
Interest expense, net(342) (79) (256) (96) 196
 (577)
Income before income taxes108,679
 27,787
 (3,154) 5,488
 100
 138,900
Provision for income taxes40,791
 8,547
 (264) 140
 (48) 49,166
Net income$67,888
 $19,240
 $(2,890) $5,348
 $148
 $89,734

Net Sales increased 8% to $860.7 million from $794.1 million. Net sales to dealer distributors, lumber dealers, contractor distributors and home centers increased primarily due to increased home construction activity. Wood construction product net sales, including sales of connectors, truss plates, fastening systems, fasteners and shearwalls, represented 85% of the Company's total net sales in both 2016 and 2015. Concrete construction product net sales, including sales of adhesives, chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials, represented 15% of the Company's total net sales in both 2016 and 2015.

Gross profit increased to $412.5 million from $358.9 million. Gross profit margins increased to 48% from 45%. The gross profit margins, including some inter-segment expenses, that are eliminated in consolidation, and excluding other expenses not allocated according to product group, increased to 49% from 47% for wood construction products and increased to 35% from 31% for concrete construction products.

Research and development and engineering expense was $46.2 million in both 2016 and 2015, primarily due to increases of $2.3 million in cash profit sharing expense on increased profits, $0.7stock-based compensation, $2.0 million in personnel costs, $0.5 million in supply costs, $0.4 million in computer costs and $0.1 in stock-based compensation, offset by decreases of $4.2 million write-offs of software development projects, most of which occurred in the North America segment.

Selling expense increased 8% to $98.3 million from $90.7 million, primarily due to increases of $5.0 million in personnel costs, $2.6$1.6 million in cash profit sharing expense on increased profits,offset by decreases of $4.5 million in professional fees and $0.5 million in advertising expense, partly offset by a decreasedepreciation and amortizations costs.


Comparison of $0.8 million in professional fees.

General and administrative expense increased 14% to $129.2 million from $113.4 million, primarily due to increases of $5.4 million in cash profit sharing expense on increased profits, $4.0 million in legal and professional fees, primarily related to acquisition activities, stockholder engagement and board initiatives, such as changes to executive compensation and corporate governance, $2.2 million in stock-based compensation, $1.8 million in computer and information technology expense, $1.1 million in personnel costs, and $0.4 million in contingent compensation related to prior acquisitions made in Europe, as well as a $0.9 million increase in net foreign currency losses, partly offset by decreases of $0.6 million in bad debt reserve and $0.1 million in facility rent and maintenance expense.

Income taxes

Our effective income tax rate decreased to 35% from 38%, primarily due to reduced operating losses in the Asia/Pacific segment, for which no tax benefit was recorded.

Net income was $89.7 million compared to $67.9 million. Diluted net income per share was $1.86 compared to $1.38. The increase in net income was primarily due to increased gross profit margin, partly offset by increased general and administrative and selling expenses.



Net Sales
The following table shows net sales by segment for the years ended December 31, 20152020 and 2016, respectively:2019 are incorporated by reference to Form 10-K 2020 filing.

(in thousands)
North
America
 Europe 
Asia/
Pacific
 Total
December 31, 2015$676,618
 $108,068
 $9,373
 $794,059
December 31, 2016742,021
 111,274
 7,366
 860,661
Increase (decrease)$65,403
 $3,206
 $(2,007) $66,602
Percentage increase (decrease)10% 3% (21)% 8%

The following table shows segment net sales as percentages of total net sales for the years ended December 31, 2015 and 2016, respectively:

 
North
America
 Europe 
Asia/
Pacific
 Total
Percentage of total 2015 net sales85% 14% 1% 100%
Percentage of total 2016 net sales86% 13% 1% 100%

Gross Profit

The following table shows gross profit by segment for the years ended December 31, 2015 and 2016, respectively:

(in thousands)
North
America
 Europe 
Asia/
Pacific
 
Admin &
All Other
 Total
December 31, 2015$317,628
 $41,512
 $251
 $(472) $358,919
December 31, 2016365,758
 44,038
 2,419
 235
 412,450
Increase$48,130
 $2,526
 $2,168
 $707
 $53,531
Percentage increase15% 6% * * 15%
 * The statistic is not meaningful or material.

The following table shows gross profit percentages by segment for the years ended December 31, 2015 and 2016, respectively:
 
North
America
 Europe 
Asia/
Pacific
 
Admin &
All Other
 Total
2015 gross profit percentage47% 38% 3% * 45%
2016 gross profit percentage49% 40% 33% * 48%
* The statistic is not meaningful or material.

North America

Net sales increased 10%, mostly due to increased unit sales volumes on improved economic activity as well as a slight increase in average net sales unit prices in both the United States and Canada. Canada's net sales were negatively affected by approximately $1.2 million in foreign currency translation, due to the weakening of the Canadian dollar against the United States dollar.

Gross profit margin increased to 49% from 47%, primarily as a result of a decrease in material costs, as a percentage of sales and an increase in average net sales unit price.

Research and development and engineering expense was flat in 2016 compared to 2015.

Selling expense increased $6.4 million, primarily due to increases of $4.4 million in personnel costs, mostly related to the addition of staff and pay rate increases instituted on January 1, 2016, $2.3 million in cash profit sharing expense and $0.5 million in advertising expense, partly offset by a decrease of $1.0 million in professional fees.



General and administrativeexpense increased $14.6 million, primarily due to increases of $4.9 million in cash profit sharing expense, $2.5 million in legal and professional fees, $2.3 million in personnel costs, $1.8 million in computer and information technology expense, $1.1 million in stock-based compensation, and $0.5 million in facility rent and maintenance expense, as well as a $0.9 million increase in net foreign currency losses, partly offset by a decrease of $0.4 million in bad debt reserve.

Income from operations increased $27.9 million, mostly due to increased gross profits, which were partially offset by higher general and administrative and selling expenses.

Europe

Net sales increased 3%, mostly due to increased unit sales volumes, partly offset by a decrease in average net sales unit prices. Europe's net sales were negatively affected by approximately $3.1 million primarily due to the weakening of the British pound against the United States dollar.

Gross profit margin increased to 40% from 38%, primarily as a result of decreases in material costs and factory overhead costs, each as a percentage of sales.

Research and development and engineering expense increased $0.2 million in 2016 compared to 2015.

Selling expense increased $1.9 million, primarily due to increases of $1.2 million in personnel costs, mostly related to the addition of staff, and $0.2 million in cash profit sharing expense.

General and administrativeexpense increased $3.3 million, primarily due to increases of $1.6 million in legal and professional fees related to acquisition activities, $0.6 million in personnel costs, and $0.4 million in contingent compensation related to prior acquisitions, partly offset by a decrease of $0.2 million in stock-based compensation and $0.2 million in bad debt reserves.

Income from operations decreased $2.9 million, mostly due to increased operating expenses, which were partially offset by increased gross profits.

Asia/Pacific

Net sales decreased 21%, primarily due to the effects of the closing of sales offices in China, Thailand and Dubai late in the first quarter of 2015, which accounted for an approximately $4.1 million decrease in net sales.

Asia/Pacific — Selling expense decreased $0.6 million, primarily due to a decrease of $0.6 million in personnel costs related to closing three sales offices and downsizing one sales office in 2015.

Asia/Pacific — General and administrativeexpense decreased $3.0 million, primarily due to decreases of $1.7 million in personnel costs, $0.6 million in facility rent and maintenance expense and $0.2 million in legal and professional fees, each related to the sales office closures in 2015.

Income from operations increased $5.6 million, mostly due to costs related to closing three sales offices and downsizing one sales office in 2015.

Administrative and All Other

Administrative and All Other — General and administrativeexpense increased, primarily due to increases of $1.3 million in stock-based compensation and $0.4 million in cash profit sharing expense.

Critical Accounting Policies and Estimates
 
The critical accounting policies described below affect the Company’s more significant judgments and estimates used in the preparation of the Company'sCompany’s Consolidated Financial Statements. If the Company’s business conditions change or if it uses different assumptions or estimates in the application of these and other accounting policies, as well as uncertainty in the current economic environment due to the ongoing COVID-19 pandemic, the Company’s future results of operations could be adversely affected.
32





Inventory Valuation
 
Inventories are stated at the lower of cost or net realizable value (market). Cost includes all costs incurred in bringing each product to its present location and condition, as follows:
 
Raw materials and purchased finished goods — principally valued at cost determined on a weighted average basis; and
In-process products and finished goods — cost of direct materials and labor plus attributable overhead based on a normal level of activity.
 
The Company applies net realizable value and makes estimates for obsolescence to the gross value of inventory. The Company estimates net realizable value based on estimated selling price less further costs tothrough completion and disposal. The Company impairs slow-moving products by comparing inventories on hand to projected demand. If on-hand supply of a product exceeds projected demand or if the Company believes the product is no longer marketable, the product is considered obsolete inventory. The Company revalues obsolete inventory to its net realizable value. The Companyvalue and has consistently applied this methodology. The Company believes that this approach is prudent and makes suitable for impairments forof slow-moving and obsolete inventory. When impairments are established, a new cost basis of the inventory is created. Unexpected changechanges in market demand, building codes or buyer preferences could reduce the rate of inventory turnover and require the Company to recognize more obsolete inventory.

Revenue RecognitionGoodwill and Other Intangible Assets

Our goodwill balance is not amortized to expense, and we may assess quantitative or qualitative factors to determine whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount as a basis for determining whether it is necessary to complete quantitative impairment assessments. The Company recognizes revenue whenevaluates the earnings process is complete, netrecoverability of applicable provision for discounts, returns and incentives, whether actual or estimated, based on the Company’s experience. This generally occurs when products are shipped to the customergoodwill in accordance with Accounting Standard Codification (“ASC”) Topic 350, “Intangibles - Goodwill and Other,” annually, or more frequently if an event occurs or circumstances change in the sales agreement or purchase order, ownership and risk of loss pass to the customer, collectability is reasonably assured and pricing is fixed or determinable. The Company’s general shipping terms are F.O.B. shipping point, where title is transferred and revenue is recognized when the products are shipped to customers. When the Company sells F.O.B. destination point, title is transferred and the Company recognizes revenue on delivery or customer acceptance, depending on terms of the sales agreement. Service sales, representing after-market repair and maintenance, engineering activities, software license sales and service and lease income, though significantly lessinterim that would more likely than 1% of net sales and not material to the Consolidated Financial Statements, are recognized as the services are completed or the software products and services are delivered. If actual costs of sales returns, incentives and discounts were to significantly exceed the recorded estimated allowance, the Company’s sales would be adversely affected.
Business Combinations
The Company recognizes separately from goodwill or any gain from a bargain purchase the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed. A gain on a bargain purchase as of the acquisition date is measured as the excess of the net ofreduce the fair value of the asset below its carrying amount.
Intangible assets acquired less liabilities assumed and consideration transferred. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process toare recognized at their fair value assets acquired and liabilities assumed at the acquisition date the Company’s estimatesof acquisition. Finite-lived intangibles are inherently uncertain and subjectamortized over their applicable useful lives. We monitor conditions related to refinement. As a result, during the measurement period, which may be upthese assets to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. On the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, the Company records subsequent adjustments, if any, to its consolidated statements of operations. None of the subsequent adjustments for the fiscal years ended 2015, 2016 and 2017 were material.
Accounting for business combinations requires the Company’s management to make significant estimates and assumptions, especially at the acquisition date with respect to intangible assets. Although the Company believes that the assumptions and estimates it has made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain.
Examples of critical estimates in valuing certain of the intangible assets that the Company has acquired include:
Future expected cash flows from customer relationships and acquired unpatented technologies and patents;
The acquired company’s brand and competitive position and assumptions about the period of time the acquired brand will continue to be used in the combined company’s product portfolio; and
Discount rates.


Unanticipateddetermine whether events and circumstances may affect the accuracy or validity of such assumptions, estimates or actual results.
Forwarrant a given acquisition, the Company may identify pre-acquisition contingencies as of the acquisition date and may extend its review and evaluation of these pre-acquisition contingencies throughout the measurement period (up to one year from the acquisition date) to obtain sufficient information to assess whether the Company includes these contingencies as a part of the purchase price allocation and, if so, to determine their estimated amounts.
If the Company determines that a pre-acquisition contingency (that is not income-tax related) is probable and estimable as of the acquisition date, the Company records its best estimate for such a contingency as a part of the preliminary purchase price allocation. The Company often continues to gather information and evaluate its pre-acquisition contingencies throughout the measurement period. If the Company changes the amounts recorded or identifies additional pre-acquisition contingencies during the measurement period, such amounts are included in the purchase price allocation during the measurement period and, subsequently, in the Company’s results of operations.

In addition, the Company estimates uncertain tax positions and income tax related valuation allowances assumed in connection with a business combination initially as of the acquisition date. The Company reevaluates these items quarterly with any adjustments to its preliminary estimates being recorded to goodwill if the Company is within the measurement period. The Company continues to collect information to determine estimated values. Subsequentrevision to the measurement periodremaining amortization or depreciation period. We test these assets for potential impairment annually and whenever management concludes events or changes in circumstances indicate that the Company’s final determination of the uncertain tax positions estimated value or tax-related valuation allowances, whichever comes first, changes to these uncertain tax positions and tax-related valuation allowances will affect the Company’s provision for income taxes in its consolidated statement of operations and could have a material effect on the Company’s results of operations and financial position.
Goodwill Impairment Testing
carrying amount may not be recoverable.
The Company tests goodwill for impairment at the reporting unit level on an annual basis (in the fourth quarter for the Company). The Company also reviews goodwill for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or disposition or relocation of a significant portion of a reporting unit.
The reporting unit level is generally one level below the operating segment, which is at the country level, except for the United States, Australia and S&P Clever reporting units.

The Company determined that the United States reporting unit includes four components: Northwest United States, Southwest United States, Northeast United States and Southeast United States (collectively, the “U.S. Components”). The Company aggregates the U.S. Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the U.S. Components working in concert. The U.S. Components are economically similar because of a number of factors, including selling similar products to shared customers and sharing assets and services such as intellectual property, manufacturing assets for certain products, research and development projects, manufacturing processes, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the U.S. Components level and costs are allocated among the four U.S. Components.
The Company determined that the Australia reporting unit includes four components: Australia, New Zealand, South Africa and United Arab Emirates (collectively, the “AU Components”). The Company aggregates the AU Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the AU Components working in concert. The AU Components are economically similar because of a number of factors, including that New Zealand, South Africa and United Arab Emirates operate as extensions of their Australian parent company selling similar products and sharing assets and services such as intellectual property, manufacturing assets for certain products, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the AU Components level and costs are allocated among the AU Components.
The Company determined that the S&P Clever reporting unit includes nine components: S&P Switzerland, S&P Poland, S&P Austria, S&P The Netherlands, S&P Portugal, S&P Germany, S&P France, S&P Nordic and S&P Spain (collectively, the "S&P Components”). The Company aggregates the S&P Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the S&P Components working in concert. The S&P Components are economically similar because of a number of factors, including sharing assets and services such as intellectual property, manufacturing assets for certain products, research and development projects, manufacturing processes, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the S&P Components level and costs are allocated among the S&P Components.


For certain reporting units, the Company may first assess qualitative factors related to the goodwill of the reporting unit to determine whether it is necessary to perform a two-step impairment test. If the Company judges that it is more likely than not that the fair value of the reporting unit is greater than the carrying amount of the reporting unit, including goodwill, no further testing is required. If the Company judges that it is more likely than not that the fair value of the reporting unit is less than the carrying amount of the reporting unit, including goodwill, management will perform a two-step impairment test on goodwill. In the first step of the Company's annual goodwill impairment test ("Step 1"), the Company compares the fair value of the reporting unit to its carrying value. The fair value calculation uses both the income approach (discounted cash flow method) and the market approach, equally weighted. If the Company judges that the carrying value of the net assets assigned to the reporting unit, including goodwill, exceeds the fair value of the reporting unit, a second step of the impairment test must be performed to determine the implied fair value of the reporting unit’s goodwill. If the Company judges that the carrying value of a reporting unit’s goodwill exceeds its implied fair value, the Company would record an impairment charge equal to the difference between the implied fair value of the goodwill and the carrying value.
Determining the fair value of a reporting unit or an indefinite-lived purchased intangible asset is a judgment involving significant estimates and assumptions. These estimates and assumptions include revenue growth rates, operating margins and working capital requirements used to calculate projected future cash flows, risk-adjusted discount rates, selected multiples, control premiums and future economic and market conditions (Level 3 fair value inputs). The Company bases its fair value estimates on assumptions that it believes to be reasonable, but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates.
Assumptions about a reporting unit’s operating performance in the first year of the discounted cash flow model used to determine whether or not the goodwill related to that reporting unit is impaired are derived from the Company’s budget. The fair value model considers such factors as macro-economic conditions, revenue and expense forecasts, product line changes, material, labor and overhead costs, tax rates, working capital levels and competitive environment. Future estimates, however derived, are inherently uncertain but the Company believes that this is the most appropriate source on which to base its fair value calculations.
The Company uses these parameters only to provide a basis for the determination of whether or not the goodwill related to a reporting unit is impaired. No inference whatsoever should be drawn from these parameters about the Company’s future financial performance and they should not be taken as projections or guidance of any kind.
The 2017, 2016 and 20152021and 2020 annual testing of goodwill and intangible assets for impairment did not result in impairment charges.


The DenmarkS&P reporting unit passed Step 1 of the annual 20172021 impairment test by a 8.3%7.8% margin indicating an estimated fair value greater than its net book value and was the only reporting unit with a fair value greater than net book value margin of less than 10%. The DenmarkS&P reporting unit is sensitive to management’s plans for increasing sales and operating margins. The DenmarkS&P reporting unit’s failure to meet management’s objectives could result in future impairment of some or all of the DenmarkS&P reporting unit’s goodwill, which was $7.1$23.1 million at December 31, 2017.2021.


Key assumptions used in Step 1 of the Company's annual goodwill impairment test included compounddiscount rates, multiple rates, average annual sales growth rates (“CAGR”) and average annual pre-tax operating marginsincome before interest, depreciation and amortization expenses during the forecast period multiple and discount rates.starting with fiscal year 2021. A sensitivity assessment for the key assumptions included in the 20172021 goodwill impairment test on the DenmarkS&P reporting unit is as follows:


A 50090 basis point hypothetical increase in the discount rate, holding all other assumptions constant, would not have decreased the fair value of the reporting unit below its carrying value, and thus it would not result in the reporting unit failing Step 1 of the goodwill impairment test;
A 210150 basis point hypothetical decrease in the multiple rate applied to forecasted 2022 pre-tax income before interest, depreciation and amortization, holding all other assumptions constant, would not have decreased the fair value of the
33



reporting unit below its carrying value, and thus it would not result in the reporting unit failing Step 1 of the goodwill impairment test;
A 139 basis point5% hypothetical percentage decrease in the CAGR,average annual sales growth rates, holding all other assumptions constant, would not have decreased the fair value of the reporting unit below its carrying value and
A 37%10% hypothetical decrease in average annual pre-tax operating profit,income before interest, depreciation and amortization expenses, holding all other assumptions constant, would not have decreased the fair value of the reporting unit below its carrying value.


Revenue from Contracts with Customers

The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer at a point in time. 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).
Volume rebates, discounts and rights of return are accounted for as variable considerations because the transaction price is either uncertain until the customer completes or fails the specified volumes or returned product are not returned by the return period. The Company estimates allowances based on historical experience from prior periods and the customer’s historical purchasing pattern. These estimates are deducted from revenues and are reevaluated periodically during the reporting period.
Effect of New Accounting Standards


See "Note 1 — Recently Adopted Accounting Standards"and "Note 1 — Recently Issued Accounting Standards Not Yet Adopted" to the Company'sCompany’s Consolidated Financial Statements.





Liquidity and Sources of Capital Resources

In July 2021, the Company entered into a fourth amendment to the unsecured credit agreement dated July 27, 2012 with Wells Fargo Bank, National Association, and certain other institutional lenders that provides for a $300.0 million unsecured revolving credit facility (the “Credit Facility”). The Company’s primary sources of liquidity are cash and cash equivalents and income fromamendment extends the Company’s operations. The Company also receives proceeds from the issuance of its common stock through the exercise of stock options by its employees. As of February 28, 2018, all outstanding stock optionsterm of the Company were either exercised or expired.Credit Facility from July 23, 2022, to July 12, 2026 and modified certain covenants to provide us with additional flexibility. As of December 31, 2017,2021, the full $300.0 million under the Credit Facility was available for borrowing and we remain debt free.

Our principal uses of liquidity 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, repurchasing the Company's common stock, paying cash dividends, and financing other investment opportunities over the next twelve months.

The Company has certain contractual obligations, primarily operating leases, purchase obligations and debt interest obligations which include annual facility fees. Refer to "Note 11 - Leases" (Part II, Item 8) and "Note 14 - Commitment and Contingencies" for details related to the Company's purchase obligations and debt annual facility fees. The Company did not have any significant off-balance sheet commitments as of December 31, 2021.

As previously disclosed, the Company is acquiring Etanco. The acquisition is expected to be funded via a combination of $100 million of existing cash, a $450 million unsecured term loan with committed financing from Wells Fargo Bank and MUFG Union Band and the remainder from borrowings under the Company’s existing Revolving Credit Facility, which will be increased from $300 million to $450 million. Interest expense will increase from the additional debt incurred to finance the acquisition of Etanco but the Company expects its net debt-to-EBITDA ratio to be below 1.5 times on the closing of the acquisition, maintaining the Company’s conservative leverage profile.

As of December 31, 2021, our cash and cash equivalents consisted of deposits and money market funds held with established national financial institutions.

The Company's principal uses of liquidity are paying the costsinstitutions, and expenses associated with the Company's operations, continuing its capital allocation strategy, which includes growing its business by internal improvements or acquisitions, repurchasing the Company’s common stock, paying cash dividends and meeting other liquidity requirements. Depending, however, on the Company’s future growth and possible acquisitions, it may become necessary to secure additional sources of financing, which may not be available on reasonable terms, or at all.

The Company currently maintains a $300.0$75.8 million revolving line of credit as its primary credit facility, which expires on July 23, 2021. See "Note 8 — Debt" to the Company's Consolidated Financial Statements.

As of December 31, 2017, the Company held cash and cash equivalents of $86.5 million in the local currencies of itsour foreign operations and could be subject to additional taxation if repatriated to the United States.U.S. The Company has no imminent plansis maintaining a permanent reinvestment assertion on its foreign earnings relative to repatriateremaining cash and cash equivalents held outside the United States.


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The following table presents selected financial information as of December 31, 2017, 20162021, 2020 and 2015,2019, respectively:

At December 31,
(in thousands)202120202019
Cash and cash equivalents$301,155 $274,639 $230,210 
Property, plant and equipment, net259,869 255,184 249,012 
Equity investment, goodwill and intangible assets170,309 165,110 159,430 
Working capital754,233 559,078 482,000 
  At December 31,
(in thousands) 2017 2016 2015
       
Cash and cash equivalents $168,514
 $226,537
 $258,825
Property, plant and equipment, net 273,020
 232,810
 213,716
Equity investment, goodwill and intangible assets 169,015
 149,843
 151,625
Working capital(1)
 447,450
 476,451
 494,308
(1)Due to the adoption of ASU 2015-17, (see "Note 1 — Recently Adopted Accounting Standards" to the Company's Consolidated Financial Statements), $16.2 million of current deferred income taxes included in current assets and working capital, as of January 1, 2016, were reclassified to non-current assets and long-term liabilities, resulting in decreases in current assets from $589.3 million to $573.1 million and in working capital from $494.3 million to $478.1 million.

The following table providespresents the significant categories of cash flow indicatorsflows for the twelve months ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively:


Years Ended December 31,
(in thousands)202120202019
Net cash provided by (used in):
  Operating activities$151,295 $207,572 $205,662 
  Investing activities(58,805)(39,853)(28,021)
  Financing activities(71,616)(126,777)(108,154)
  Years Ended December 31,
(in thousands) 2017 2016 2015
Net cash provided by (used in):      
  Operating activities $119,065
 $98,965
 $117,923
  Investing activities (75,815) (48,543) (37,828)
  Financing activities (106,671) (83,134) (71,608)


Cash flows from operating activities result primarily from the Company'sour earnings, or losses, and are also affected by changes in operating assets and liabilities which consist primarily of working capital balances. As aOur revenues are derived from manufacturing and sales of building materials manufacturer, the Company'sconstruction 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 net, is generally at its lowest at the end of the fourth quarter and increases during the first, second and third quarters.


In 2017,2021, operating activities provided $119.1$151.3 million in cash and cash equivalents, as a result of $92.6$266.4 million from net income and $48.5$71.3 million from non-cash adjustments to net income which includes depreciation and amortization, expenses and stock-based compensation expenses, partlyand non-cash lease expense, partially offset by a decrease of $22.0$186.5 million infor the net change in operating assets and liabilities including net change decreases in cash and cash equivalents due toprimarily from increases of $17.8$164.2 million in inventory and $68.0 million in trade accounts receivable, net,


$6.6 million in inventory and $5.6 million in income tax receivable,receivables, partly offset by an increase of $10.1$50.5 million in accrued liabilities and other current liabilities.

Cash used in investing activities of $75.8$58.8 million during the year ended December 31, 2017, consisted primarily of $58.0 million2021 was mainly for property, plantcapital expenditures and equipment expenditures, primarily related to real estate improvements, ERP software, machinery and equipment purchases, and software in development, and $27.9 million, net of acquired cash of $4.0 million, for the acquisitions of CG Visions and Gbo Fastening Systems, which was partly offset by $9.5 million, net of delivered cash of $0.8 million, for the sale of Gbo Poland and Gbo Romania (see "Note 13 — Acquisitions and Dispositions" to the Company's Consolidated Financial Statements). Cash used in financing activities of $106.7 million during the year ended December 31, 2017, consisted primarily of $70.0 million for the repurchase of the Company's common stock (see "Note 1 — Stock Repurchase Program" to the Company's Consolidated Financial Statements) and $37.0 million used to pay cash dividends.
In 2016, operating activities provided $94.9 million in cash and cash equivalents, as a result of $89.7 million from net income and $42.1 million from non-cash adjustments to net income which includes depreciation and amortization expenses, stock-based compensation expenses and software development project write-off, partly offset by a decrease of $36.9 million in the net change in operating assets and liabilities, including net change decreases in cash and cash equivalents due to increases of $36.6 million in inventory and $7.5 million in trade accounts receivable, net, partly offset by a decrease of $5.8 million in trade accounts payable. Cash used in investing activities of $48.5 million during the year ended December 31, 2016, consisted primarily of $42.0 million for property, plant and equipment expenditures, related to real estate improvements, primarily related to improvements of the West Chicago facility, machinery and equipment purchases, and software in development, $5.4 million, net of acquired cash of $1.5 million, for the acquisition of MS Decoupe, and $2.5 million for the equity investment in Ruby Sketch. See "Note 13 — Acquisitions and Dispositions" and "Note 6 — Equity Investments" to the Company's Consolidated Financial Statements. Cash used in financing activities of $79.1 million during the year ended December 31, 2016, consisted primarily of $53.5 million for the repurchase of the Company's common stock,investments, including a $50.0 million accelerated share repurchase program (see "Note 1 — Stock Repurchase Program" to the Company's Consolidated Financial Statements) and $32.7 million used to pay cash dividends, partly offset by $8.0 million received from the exercise of stock options.

In 2015, operating activities provided $114.2 million in cash and cash equivalents, as a result of $67.9 million from net income and $44.2 million from non-cash adjustments to net income which includes depreciation and amortization expenses, stock-based compensation expenses, software development project write-offs, and changes in deferred income taxes, as well as an increase of $2.1 million in the net change in operating assets and liabilities, including net change increases in cash and cash equivalents due to decreases of $17.2 million in inventory and $6.3 million in current assets, partly offset by an increase of $16.8 million in trade accounts receivable, net and $5.1 million in accrued liabilities. Cash used in investing activities of $37.8 million during the year ended December 31, 2015, consisted primarily of $34.2 million for property, plant and equipment expenditures, related to the purchase a manufacturing site in West Chicago, software development and machinery and equipment, and $4.2 million for acquisitions. Cash used in financing activities of $67.9 million during the year ended December 31, 2015, consisted primarily of $47.1 million for the repurchase of the Company's common stock, including a $25.0 million accelerated share repurchase program and $29.4 million used to pay cash dividends, partly offset by $9.7 million received from the exercise of stock options.

Capital Allocation Strategy

The Company has a strong cash position and remains committed to seeking growth opportunities in the building products range where it can leverage its expertise in engineering, testing, manufacturing and distribution to invest in and grow its business. Those opportunities include internal improvements or acquisitions that fit within the Company’s strategic growth plan. Additionally, we have financial flexibility and are committed to providing returns to our stockholders. Below are highlights of the Company’sventure capital allocation strategy since the beginning of 2016.

In August 2016, we acquired all the stock of MS Decoupe (a former customer of one of our subsidiaries) for a net cost of approximately $5.4 million. Our preliminary measurement of MS Decoupe assets acquired included goodwill and intangible assets of $3.1 million. In January 2017, we acquired Gbo Fastening Systems for approximately $10.2 million and CG Visions for approximately $20.8 million subject to specified holdback provisions and post-closing adjustments. Our final measurement of Gbo Fastening Systems' assets acquired resulted in a $6.3 million gain on a bargain purchase of a business. Our final measurement of CG Visions assets acquired included goodwill and intangible assets of $20.4 million. See "Note 13 — Acquisitions and Dispositions" to the Company's Consolidated Financial Statements.

In December 2016, we acquired a 25.0% equity interest in Ruby Sketch Pty Ltd. (“Ruby Sketch”) for $2.5 million, for which we account for our ownership interest using the equity accounting method. See "Note 6 — Equity Investments" to the Company's Consolidated Financial Statements.

fund. Our capital spending in 2016for the fiscal years 2019, 2020 and 2021 was $42.0$32.7 million, $32.6 million and $43.7 million, respectively, which was primarily used for the purchase and build-out of our West Chicago, Illinois, chemical facility, manufacturing equipment and software development. Our capital spending in 2017 was $58.0


million primarily related to our real estate improvements, ERP software, machinery and equipment purchases and software in development. Based on current information and subject to future events and circumstances, total approved capital spending for 2022 will be in the $65 million to $70 million range. Capital expenditures outlook, we estimate that our full-year 2018 capital spendingroughly 20% will be approximately $30dedicated to maintenance capital expenditures. Our growth investments will be primarily focused on purchases of new equipment to support increased productivity and efficiencies, enhancements to our existing facilities to expand our manufacturing footprint in-line with increasing customer needs, as well as investments for adjacencies and key growth initiatives.

Cash used in financing activities of $71.6 million during the year ended December 31, 2021, consisted primarily of $41.6 million used to pay cash dividends and $24.1 million for the repurchase of the Company’s common stock. For the fiscal year ended December 31, 2021, the Company returned $65.7 million to $32 million, mostly for equipment replacement or upgrades, information technology upgrades and developmentthe Company's stockholders, which represents 61.1% of software, assuming all such projects will be completed byour free cash flow from operations during the end of 2018. Based on current information and subject to future events and circumstances, we estimate that our full year 2018 depreciation and amortization expense to be approximately $39 million to $40 million, of which approximately $34 million to $35 million is related to depreciation.same period.


In April 2017,On January 20, 2022, the Company’sCompany's Board of Directors raised the(the "Board") declared a quarterly cash dividend by 16.7% to $0.21 per share. On January 29, 2018, the Board declared a cash dividend of $0.21$0.25 per share estimated to be $9.8 million in total. Such dividend is scheduled to be paidpayable on April 26, 2018,28, 2022, to stockholders of record on April 5, 2018.7, 2022 and estimated to be $10.8 million in total. During 2021, the Board also approved changing our capital return threshold from 50% of our cash flow from operations to 50% of our free cash flow, which is calculated by subtracting capital expenditures from cash flow from operations.


In February 2016,Since the beginning of 2019 to the fiscal year ended December 31, 2021, we have returned $283.3 million to stockholders, which represents 62.2% of our free cash flow and over the same period the Company has repurchased over 2.2 million shares of
35



the Company's common stock, which represents approximately 5.2% of the outstanding shares of the Company's common stock.

Cash flows from operating activities years ended December 31, 2020 and 2019 are incorporated by reference toForm 10-K 2020 filing.


For 2021, we purchased and received 222,060 shares of the Company’s common stock on the open market at an average price of $108.64 per share, for a total of $24.1 million under a previously announced $100.0 million share repurchase authorization (which expired at the end of 2021).

On November 18, 2021, the Board authorized the Company to repurchase up to $50.0 million of the Company’s common stock in 2016. In August 2016, the Board increased and extended the $50.0 million repurchase authorization from February 2016 by authorizing the Company to repurchase up to $125.0$100.0 million of the Company's common stock, from January 1, 2022 through December 2017. In August 2017, the Board increased its previous $125.0 million share repurchase authorization by $150.0 million to $275.0 million and extended the authorization from December 2017 to December 2018.31, 2022.

In August 2016, the Company entered into a Supplemental Confirmation with Wells Fargo for a $50.0 million accelerated share repurchase program (the “2016 August ASR Program”), which has been completed. In June 2017, the Company entered into another Supplemental Confirmation for a $20.0 million accelerated share repurchase program with Wells Fargo (the “2017 June ASR Program”), which was completed in 2017. In December 2017, the Company entered into the $50 million 2017 December ASR Program with Wells Fargo. During February 2018, the Company received 182,171 shares of the Company's common stock pursuant to the 2017 December ASR Program, which constituted the final delivery thereunder. In total, the Company received 859,671 shares of the Company's common stock under the 2017 December ASR Program at an average price of $58.17 per share.

The following table presents the Company’s dividends paid and share repurchases for the year ended December 31, 2017, December 31, 2016 and December 31, 2015, respectively, in aggregated amounts:

(in thousands)Dividends Paid Open Market Share Repurchases Accelerated Share Repurchases Total
January 1 - December 31, 2017$36,981
 $
 70,000
 $106,981
January 1 - December 31, 201632,711
 3,502
 50,000
 86,213
January 1 - December 31, 201529,352
 22,144
 25,000
 76,496
Total$99,044
 $25,646
 145,000
 $269,690

As of December 31, 2017, approximately $151.5 million remained available under the $275.0 million repurchase authorization from August 2017, after taking into account final settlement of the 2017 December ASR Program that occurred in early February 2018.

Contractual Obligations

The following table summarizes our known material contractual obligations and commitments as of December 31, 2017:
 Payments Due by Period
 
Total
all
periods
 
Less
than 1
year
 
1 — 3
years
 
3 — 5
years
 
More
than 5
years
     
Contractual Obligation (in thousands)    
Long-term debt interest obligations (1)
$1,600
 $450
 $900
 $250
 $
Operating lease obligations (2)
25,167
 6,923
 10,259
 5,646
 2,339
Capital lease obligations(3)
3,749
 1,055
 2,214
 480
 
Purchase obligations (4)
45,452
 42,833
 1,358
 1,261
 
          
Total$75,968
 $51,261
 $14,731
 $7,637
 $2,339


(1)Includes interest payments on fixed-term debt, line-of-credit borrowings and annual facility fees on the Company’s primary line-of-credit facility. Interest on line-of-credit facilities was estimated based on historical borrowings and repayment patterns. The Company’s primary line-of-credit facility requires the Company pay an annual facility fee from 0.15% to 0.30%, depending on the Company’s leverage ratio, on the unused portion of the facilities.
(2)Includes real estate and auto leases and other equipment.
(3)Includes obligations under two lease agreements for certain office equipment. The interest rates for these two capital leases are 2.89% and 3.50%, respectively, and the two leases will mature in May 2021 and July 2021.
(4)Consists of other purchase commitments related to facility equipment, consulting services, minimum quantities of certain raw materials. The Company currently is not a party to any long-term supply contracts with respect to the purchase of raw materials or finished goods.

Off-Balance Sheet Arrangements

The Company did not have any off-balance sheet arrangements as of December 31, 2017.


Contingencies


From time to time, we are subject to various claims, lawsuits, legal proceedings (including litigation, arbitration or regulatory actions) and other matters arising in the ordinary course of business. Periodically, we evaluate the status of each matter and assess our potential financial exposure.


The Company records a provision for a liability when we believe that (a) it is both probable that a loss has been incurred, and (b) the amount is reasonably estimable. Significant judgment is required to determine both probability of a loss and the estimated amount. The outcomes of claims, lawsuits, legal proceedings and other matters brought against the Company are subject to significant uncertainty, some of which are inherently unpredictable and/or beyond our control. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, they could have a material adverse impact on our business, results of operations, financial position and liquidity and the Company’s Consolidated Financial Statements could be materially adversely affected.liquidity.


See “Item 3 — Legal Proceedings” above and “Note 914 — Commitments and Contingencies” to the Company’s Consolidated Financial Statements.


Inflation and Raw Materials
 
The Company believes that theInflation rates increased significantly during fiscal year 2021, which may negatively effect material costs as well as labor costs and other costs of inflation on the Company has not been material in the three most recent fiscal years ended December 31, 2017, 2016doing business, and 2015, respectively, as general inflation rates have remained relatively low. The Company’s main raw material is steel. Increases in steel pricessuch may adversely affect the Company’s gross profit marginour operating profits if itwe cannot recover the higher costs through price increases. Our main raw material is steel, and as such, increases of its products.in steel prices may adversely affect our gross margin if we cannot recover the higher costs through price increases. See “Item 1 — Raw Materials” and “Item 1A — Risk Factors.”
 
Indemnification
 
In the normal course of business, to facilitate transactions of services and products, we have agreed to indemnify certain parties with respect to certain matters. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our officers and directors, and the Company’s bylaws as permitted by the Company’s certificate of incorporation require the Company to indemnify corporate servants, including our officers and directors, to the fullest extent permitted by law. The Company maintains directors and officers liability insurance coverage to reduce its exposure to such obligations. The Company has not incurred significant obligations under indemnification provisions historically, and does not expect to incur significant obligations in the future. It is not possible to determine the maximum potential amount under these indemnities due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Accordingly, the Company has not recorded any liability for costs related these indemnities through December 31, 2017.2021.
 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 
We have operations both within the United StatesU.S. and internationally, and we are exposed to market risks in the ordinary course of our business, including changes to foreign currency exchange rates and interest rates.rates and fluctuations in commodity prices.




Foreign Currency Exchange Risk

36


The Company has

We have foreign currency exchange rate risk in itsour 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 United States dollars. The Company does not currently hedge this risk. The Company estimatesU.S. Dollars. We estimate that if the exchange rate were to change by 10% in any one country where the Company haswe have our operations, the change in net income would not be material to the Company’sour operations taken as a whole.


TheWe 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 2020 and 2021, we entered into financial contracts to hedge the risk of fluctuations associated with the Chinese Yuan.

Foreign currency translation adjustmentadjustments on the Company'sour underlying assets and liabilities resulted in a decrease inan accumulated other comprehensive incomeloss of $21.4$7.3 million for the year ended December 31, 2017, primarily2021, due to the effecteffects of the weakening of thestrengthening United States dollarDollar in relation to most foreign currencies during 2017.almost all other countries.


Interest Rate Risk


Our primary exposure to interest rate risk results from outstanding borrowings under our $300 million revolving line of credit facility (the "Credit Facility") with Wells Fargo Bank, which bears interest at variable rates. The Company has no variable interest-rateinterest rates on the Credit Facility 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. As of December 31, 2021, the total outstanding debt outstanding. The Company estimatessubject to interest rate fluctuations was zero.

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. Steel cost increased in 2021 when compared to 2020 and 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. As noted above, higher steel prices not mitigated by price increases will likely result in a hypothetical 100500 basis point changedecline in U.S. interest rates would not be materialoperating margins for the full year of 2022 compared to operating margins for the Company’s operations taken as a whole.full year of 2021.



37






Item 8. Consolidated Financial Statements and Supplementary Data.
 
SIMPSON MANUFACTURING CO., INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Statement Schedule





Report of Independent Registered Public Accounting Firm
38



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and StockholdersShareholders
Simpson Manufacturing Co., Inc.


Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Simpson Manufacturing Company,Co. Inc., (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 20172021 and 2016,2020, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017,2021, and the related notes and schedulesfinancial statement schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172021 and 2016,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2021, in conformity with accounting principles generally accepted in the United States of America.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017,2021 based on criteria established in the 2013 Internal Control-IntegratedControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 28, 201825, 2022 expressed an unqualified opinion thereon.opinion.


Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.



Critical audit matter

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.



Inventory valuation

As described further in Note 1 to the financial statements, the Company accounts for inventory at the lower of cost or net realizable value. The Company impairs slow-moving products by comparing inventories on hand to projected demand. Unexpected changes in market demand, building codes or buyer preferences could reduce the rate of inventory turn and require the Company to recognize an impairment. We identified the net realizable value of inventory as a critical audit matter.


The principal considerations for our determination that the net realizable value of inventory is a critical audit matter is that the evaluation of slow moving and obsolete inventory relies on the use of management judgment to forecast future demand and assess market conditions, resulting in estimation uncertainty. Auditor subjectivity and effort was required to evaluate management’s judgments and assumptions.

Our audit procedures related to net realizable value of inventory included the following, among others.

We tested the design and operating effectiveness of controls related to the calculation of the net realizable value of inventory, including controls over the review of the demand forecast.

We tested the completeness and accuracy of the underlying data used in the calculation of net realizable value.

We evaluated the reasonableness of management’s demand forecasts by performing the following:

Compared prior year forecasts with actual results to evaluate management’s ability to estimate future demand.
39




Assessed forecasted demand for consistency with evidence obtained in other areas of the audit.

Performed a sensitivity analysis on demand assumptions to determine the impact on the net realizable value.

We recalculated and assessed the appropriateness of the formulaic calculation and management adjustments by making inquiries of management and various individuals outside of the accounting team to obtain support for selected adjustments and obtain supporting documentation when applicable.

S&P Clever reporting unit goodwill impairment assessment
As described further in Note 10 to the consolidated financial statements, the company’s goodwill balance as of December 31, 2021 was $134.0 million, of which $23.1 million related to the S&P Clever reporting unit. The company performs goodwill impairment testing at the reporting unit level on an annual basis. The company uses a combination of the income approach (discounted cash flow method) and the market approach, equally weighted in its annual goodwill impairment assessment. We identified the assessment of the carrying value of goodwill for the S&P Clever reporting unit as a critical audit matter.

The principal considerations for our determination that the assessment of the carrying value of goodwill for the S&P Clever reporting unit is a critical audit matter are that significant auditor judgement, including the need to involve our valuation specialists, was required to evaluate the Company’s estimate of fair value of the S&P Clever reporting unit, which was developed, in part, using a discounted cash flow model. Specifically, auditing the key assumptions used in the reporting unit’s discounted cash flow model which are forecasted financial information, the discount rate, and multiple rates. Changes to those assumption could have a significant effect on the Company’s assessment of the impairment of the goodwill.

Our audit procedures related to the assessment of the carrying value of goodwill for the S&P Clever reporting unit included the following, among others.

We tested the effectiveness of controls within the goodwill impairment analysis, including those over forecasted financial information, the discount rate and multiple rates.

We evaluated management’s historical ability to accurately forecast by comparing actual results to management’s previously forecasted financial information for the same period.

We evaluated the reasonableness of management’s forecasted financial information by comparing the forecasted financial information to historical results, including considering any circumstances affecting the current macroeconomic environment.

With the assistance of our valuation specialists, we evaluated the discount rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing an independent estimate of the discount rate and comparing that to the discount rate selected by management.

With the assistance of our valuation specialists, we evaluated the industry-comparable multiples, including testing the underlying source information and mathematical accuracy of the calculations, the acceptability of the selected companies within the Company’s peer group, and comparing the multiples selected by management to companies in the same industry.


/s/ Grant Thornton LLP

We have served as the Company’s auditor since 2015.
/s/ Grant Thornton LLP
San Francisco, California
February 28, 201825, 2022




40
Report of Independent Registered Public Accounting Firm



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
Board of Directors and Stockholders
Simpson Manufacturing Co., Inc.


Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Simpson Manufacturing Company,Co., Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2017,2021, based on criteria established in the 2013 Internal Control-IntegratedControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2021, based on criteria established in the 2013 Internal Control-IntegratedControl—Integrated Framework issued by COSO.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidatedfinancial statements of the Company as of and for the year ended December 31, 2017,2021, and our report dated February 28, 201825, 2022 expressed an unqualified opinionon those financial statements.


Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over FinancialFinancing Reporting (“Management’s Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Gbo Fastening Systems and CG Visions, wholly-owned subsidiaries, whose financial statements reflect total assets constituting 2.5 and 1.9 percent, respectively, and revenues constituting 4.3 and 0.6 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2017. As indicated in Management’s Report, Gbo Fastening Systems and CG Visions were acquired during 2017. Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Gbo Fastening Systems and CG Visions.


Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.




/s/ Grant Thornton LLP

San Francisco, California
February 28, 2018

25, 2022

41



Simpson Manufacturing Co., Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except per share data)
 
December 31, December 31,
2017 2016 20212020
ASSETS 
  
ASSETS  
Current assets 
  
Current assets  
Cash and cash equivalents$168,514
 $226,537
Cash and cash equivalents$301,155 $274,639 
Trade accounts receivable, net135,958
 112,423
Trade accounts receivable, net231,021 165,128 
Inventories252,996
 232,274
Inventories443,756 283,742 
Other current assets26,473
 14,013
Other current assets22,903 29,630 
Total current assets583,941
 585,247
Total current assets998,835 753,139 
Property, plant and equipment, net273,020
 232,810
Property, plant and equipment, net259,869 255,184 
Operating lease right-of-use assetsOperating lease right-of-use assets45,438 45,792 
Goodwill137,140
 124,479
Goodwill134,022 135,844 
Equity investment (see Note 6)2,549
 2,500
Intangible assets, net29,326
 22,864
Intangible assets, net26,269 26,800 
Other noncurrent assets11,547
 12,074
Other noncurrent assets19,692 15,810 
Total assets$1,037,523
 $979,974
Total assets$1,484,125 $1,232,569 
LIABILITIES AND STOCKHOLDERS’ EQUITY   LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities   Current liabilities
Capital lease obligations - current portion$1,055
 $
Trade accounts payable31,536
 27,674
Trade accounts payable$57,215 $48,271 
Accrued liabilities84,204
 60,477
Accrued profit sharing trust contributions7,054
 6,549
Accrued cash profit sharing and commissions9,416
 10,527
Accrued workers’ compensation3,226
 3,569
Accrued liabilities and other current liabilitiesAccrued liabilities and other current liabilities187,387 145,790 
Total current liabilities136,491
 108,796
Total current liabilities244,602 194,061 
Capital lease obligations - net of current portion2,607
 
Operating lease liabilitiesOperating lease liabilities37,091 37,199 
Deferred income tax and other long-term liabilities13,647
 5,336
Deferred income tax and other long-term liabilities18,434 20,366 
Total liabilities152,745
 114,132
Total liabilities300,127 251,626 
Commitments and contingencies (see Note 9)

 

Commitments and contingencies (see Note 14)Commitments and contingencies (see Note 14)00
Stockholders’ equity   Stockholders’ equity
Preferred stock, par value $0.01; authorized shares, 5,000; issued and outstanding shares, none
 
Common stock, par value $0.01; authorized shares, 160,000; issued and outstanding shares, 46,745 and 47,437 at December 31, 2017 and 2016, respectively473
 473
Common stock, par value $0.01; authorized shares, 160,000; issued and outstanding shares, 43,217 and 43,326 at December 31, 2021 and 2020, respectivelyCommon stock, par value $0.01; authorized shares, 160,000; issued and outstanding shares, 43,217 and 43,326 at December 31, 2021 and 2020, respectively432 433 
Additional paid-in capital260,157
 255,917
Additional paid-in capital294,330 284,007 
Retained earnings676,644
 642,422
Retained earnings906,841 720,441 
Treasury stock(40,000) 
Treasury stock— (13,510)
Accumulated other comprehensive loss(12,496) (32,970)Accumulated other comprehensive loss(17,605)(10,428)
Total stockholders’ equity884,778
 865,842
Total stockholders’ equity1,183,998 980,943 
Total liabilities and stockholders’ equity$1,037,523
 $979,974
Total liabilities and stockholders’ equity$1,484,125 $1,232,569 
 



The accompanying notes are an integral part of these consolidated financial statements
5342








Simpson Manufacturing Co., Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
 
Years Ended December 31, Years Ended December 31,
2017 2016 2015 202120202019
Net sales$977,025
 $860,661
 $794,059
Net sales$1,573,217 $1,267,945 $1,136,539 
Cost of sales530,761
 448,211
 435,140
Cost of sales818,187 691,561 644,409 
Gross profit446,264
 412,450
 358,919
Gross profit755,030 576,384 492,130 
Operating expenses: 
  
  
Operating expenses:   
Research and development and other engineering47,616
 46,248
 46,196
Research and development and other engineering59,381 50,807 47,058 
Selling114,903
 98,343
 90,663
Selling135,004 112,517 112,568 
General and administrative144,738
 129,162
 113,428
General and administrative193,176 161,029 157,274 
Total operating expenses Total operating expenses387,561 324,353 316,900 
Net gain on disposal of assets(160) (780) (389) Net gain on disposal of assets(324)(332)(6,024)
307,097
 272,973
 249,898
Income from operations139,167
 139,477
 109,021
Income from operations$367,793 $252,363 $181,254 
Loss in equity method investment, before tax(86) 
 
Interest income389
 570
 655
Interest expense(1,177) (1,147) (997)
Gain on bargain purchase of a business6,336
 
 
Loss on disposal of a business(211) 
 
Interest expense, net and other Interest expense, net and other(3,662)(2,012)(1,730)
Foreign exchange gain (loss), net and other Foreign exchange gain (loss), net and other(5,582)(787)(1,167)
Income before taxes144,418
 138,900
 108,679
Income before taxes358,549 249,564 178,357 
Provision for income taxes51,801
 49,166
 40,791
Provision for income taxes92,102 62,564 44,375 
Net income$92,617
 $89,734
 $67,888
Net income$266,447 $187,000 $133,982 
Earnings per share of common stock: 
  
  
Other comprehensive incomeOther comprehensive income
Translation adjustmentTranslation adjustment(7,313)14,172 885 
Unamortized pension adjustments, net of taxUnamortized pension adjustments, net of tax404 (161)(1,064)
Cash flow hedge adjustment, net of tax Cash flow hedge adjustment, net of tax(268)390 — 
Comprehensive incomeComprehensive income$259,270 $201,401 $133,803 
Net income per common share:Net income per common share:
Basic$1.95
 $1.87
 $1.39
Basic$6.15 $4.28 $3.00 
Diluted$1.94
 $1.86
 $1.38
Diluted$6.12 $4.27 $2.98 
Weighted average number of shares of common stock outstanding 
  
  
Weighted average number of shares of common stock outstanding   
Basic47,486
 48,084
 48,952
Basic43,325 43,709 44,735 
Diluted47,774
 48,295
 49,181
Diluted43,532 43,841 44,921 
 



The accompanying notes are an integral part of these consolidated financial statements
5443








Simpson Manufacturing Co., Inc. and Subsidiaries
Consolidated Statements of Comprehensive IncomeStockholders’ Equity
For the years ended December 31, 2019, 2020 and 2021
(In thousands)thousands, except per share data)
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income (Loss)
 Common StockRetained
Earnings
Treasury
Stock
 
 SharesPar ValueTotal
Balance at January 1, 201944,998 $453 $276,504 $628,207 $(24,650)$(25,000)$855,514 
Net income133,982 133,982 
Translation adjustment, net of tax885 885 
Pension adjustment, net of tax— (1,064)(1,064)
Stock-based compensation expense9,325 9,325 
Repurchase of common stock(972)— (60,816)(60,816)
Retirement of common stock(13)(76,424)76,437 — 
Cash dividends declared on common stock, $0.91 per share(40,258)(40,258)
Shares issued from release of restricted stock units178 (5,905)(5,903)
Common stock issued at $54.31 per share292 292 
Balance at December 31, 201944,209 442 280,216 645,507 (24,829)(9,379)891,957 
Net income— — — 187,000 — 187,000 
Translation adjustment, net of tax— — — — 14,172 — 14,172 
Pension adjustment, net of tax— — — — (161)— (161)
Cash flow hedge adjustment, net of tax— — — — 390 — 390 
Stock-based compensation expense— — 11,410 — — — 11,410 
Repurchase of common stock(1,053)— — — — (76,189)(76,189)
Retirement of common stock— (10)— (72,048)— 72,058 — 
Cash dividends declared on common stock, $0.92 per share— — — (40,018)— — (40,018)
Shares issued from release of restricted stock units166 (7,960)— — — (7,959)
Common stock issued at $88.31 per share— 341 — — — 341 
Balance at December 31, 202043,326 433 284,007 720,441 (10,428)(13,510)980,943 
Net income— — — 266,447 — 266,447 
Translation adjustment, net of tax— — — — (7,313)— (7,313)
Pension adjustment, net of tax— — — — 404 — 404 
Cash flow hedge adjustment, net of tax— — — — (268)— (268)
Stock-based compensation expense— — 15,029 — — — 15,029 
Repurchase of common stock(222)— — — — (24,125)(24,125)
Retirement of common stock— (3)— (37,632)— 37,635 — 
Cash dividends declared on common stock, $0.98 per share— — — (42,415)— — (42,415)
Shares issued from release of restricted stock units106 (5,397)— — — (5,395)
Common stock issued at $93.45 per share— 691 — — — 691 
Balance at December 31, 202143,217 $432 $294,330 $906,841 $(17,605)$— $1,183,998 
 
 Year End December 31,
 2017 2016 2015
Net income$92,617
 $89,734
 $67,888
Other comprehensive income: 
  
  
Translation adjustment, net of tax expense of $0, ($222) and ($57) for 2017, 2016 and 2015, respectively21,418
 (3,920) (20,939)
Unamortized pension adjustments, net of tax benefit of $37, $88, and $82 for 2017, 2016 and 2015, respectively(944) (474) (457)
Comprehensive income$113,091
 $85,340
 $46,492



The accompanying notes are an integral part of these consolidated financial statements
5544








Simpson Manufacturing Co., Inc. and Subsidiaries
Consolidated Statements of Stockholders’ EquityCash Flows
For the years ended December 31, 2015, 2016 and 2017
(In thousands, except per share data)thousands)
 Years Ended December 31,
 202120202019
Cash flows from operating activities   
Net income$266,447 $187,000 $133,982 
Adjustments to reconcile net income to net cash provided by operating activities:   
Loss (gain) on sale of assets and other2,116 (318)(6,023)
Depreciation and amortization42,477 38,767 38,402 
Noncash lease expense9,562 6,984 7,136 
Deferred income taxes(915)3,179 2,557 
Noncash compensation related to stock plans17,715 13,507 10,434 
Provision for (benefit from ) doubtful accounts393 (98)977 
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:   
Trade accounts receivable(67,993)(22,107)6,096 
Inventories(164,202)(27,219)23,655 
Other current assets(1,951)(845)(3,808)
Trade accounts payable10,235 11,360 (845)
Accrued liabilities and other current liabilities50,548 7,754 (145)
Other noncurrent assets and liabilities(13,137)(10,392)(6,756)
Net cash provided by operating activities151,295 207,572 205,662 
Cash flows from investing activities   
Capital expenditures(43,738)(32,579)(32,699)
Acquisitions, net of cash acquired(218)(2,797)(2,650)
Purchases of intangible assets(5,856)(5,330)(4,827)
Purchases of Equity investments(9,829)— — 
Proceeds from sale of property and equipment836 853 12,155 
Net cash used in investing activities(58,805)(39,853)(28,021)
Cash flows from financing activities   
Proceeds from lines of credit16,752 169,164 16,647 
Repayments of line of credit and capital leases(16,408)(170,680)(17,883)
Debt issuance costs(819)(712)— 
Repurchase of common stock(24,125)(76,189)(60,816)
Dividends paid(41,619)(40,400)(40,197)
Cash paid on behalf of employees for shares withheld(5,397)(7,960)(5,905)
Net cash used in financing activities(71,616)(126,777)(108,154)
Effect of exchange rate changes on cash5,642 3,487 543 
Net increase in cash and cash equivalents26,516 44,429 70,030 
Cash and cash equivalents at beginning of year274,639 230,210 160,180 
Cash and cash equivalents at end of year$301,155 $274,639 $230,210 
Supplemental Disclosure of Cash Flow Information
Cash paid during the year for   
Interest$1,597 $1,598 $143 
Income taxes83,662 63,035 37,730 
Noncash activity during the year for   
Noncash capital expenditures$99 $3,719 $557 
Contingent consideration for acquisition— 547 — 
Issuance of Company’s common stock for compensation691 341 292 
Dividends declared but not paid10,806 9,999 10,170 
     Additional
Paid-in
Capital
   Accumulated
Other
Comprehensive
Income (Loss)
    
 Common Stock  Retained
Earnings
  Treasury
Stock
  
 Shares Par Value     Total
Balance at January 1, 201548,966
 $489
 $220,982
 $649,174
 $(7,180) $
 $863,465
Net income
 
 
 67,888
 
 
 67,888
Translation adjustment, net of tax
 
 
 
 (20,939) 
 (20,939)
Pension adjustment, net of tax
 
 
 
 (457) 
 (457)
Options exercised331
 3
 9,717
 
 
 
 9,720
Stock-based compensation expense
 
 10,997
 
 
 
 10,997
Tax benefit of options exercised
 
 (318) 
 
 
 (318)
Repurchase of common stock(1,339) 
 
 
 
 (47,144) (47,144)
Retirement of common stock
 (13) 
 (47,131) 
 47,144
 
Cash dividends declared on common stock, $0.62 per share
 
 
 (30,224) 
 
 (30,224)
Shares issued from release of restricted stock units210
 2
 (3,718) 
 
 
 (3,716)
Common stock issued at $34.32 per share16
 
 552
 
 
 
 552
Balance at December 31, 201548,184
 481
 238,212
 639,707
 (28,576) 
 849,824
Net income
 
 
 89,734
 
 
 89,734
Translation adjustment, net of tax
 
 
 
 (3,920) 
 (3,920)
Pension adjustment, net of tax
 
 
 
 (474) 
 (474)
Options exercised270
 3
 7,973
 
 
 
 7,976
Stock-based compensation expense
 
 13,186
 
 
 
 13,186
Tax benefit of options exercised
 
 251
 
 
 
 251
Repurchase of common stock(1,244) 
 
 
 
 (53,502) (53,502)
Retirement of common stock  (13) 
 (53,489)   53,502
 
Cash dividends declared on common stock, $0.70 per share
 
 
 (33,530) 
 
 (33,530)
Shares issued from release of restricted stock units217
 2
 (4,020) 
 
 
 (4,018)
Common stock issued at $32.45 per share10
 
 315
 
 
 
 315
Balance at December 31, 201647,437
 473
 255,917
 642,422
 (32,970) 
 865,842
Net income
 
 
 92,617
 
 

 92,617
Translation adjustment, net of tax
 
 
 
 21,418
 
 21,418
Pension adjustment, net of tax
 
 
 
 (944) 
 (944)
Options exercised223
 3
 6,607
 
 
 
 6,610
Stock-based compensation expense
 
 12,565
 
 
 
 12,565
Repurchase of common stock(1,138) 
 (10,000) 
 
 (60,000) (70,000)
Retirement of common stock
 (5) 
 (19,995) 
 20,000
 
Cash dividends declared on common stock, $0.81 per share
 
 
 (38,400) 
 
 (38,400)
Shares issued from release of restricted stock units214
 2
 (5,343) 
 
 
 (5,341)
Common stock issued at $44.26 per share9
 
 411
 
 
 
 411
Balance at December 31, 201746,745
 $473
 $260,157
 $676,644
 $(12,496) $(40,000) $884,778

The accompanying notes are an integral part of these consolidated financial statements
5645








Simpson Manufacturing Co., Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
 Years Ended December 31,
 2017 2016 2015
Cash flows from operating activities 
  
  
Net income$92,617
 $89,734
 $67,888
Adjustments to reconcile net income to net cash provided by operating activities: 
  
  
Gain on sale of assets(160) (780) (389)
Depreciation and amortization33,724
 27,927
 26,821
Write-off of software development project676
 2,212
 3,140
Loss in equity method investment, before tax86
 
 
Gain (adjustment) on bargain purchase of a business(6,336) 
 
Loss on disposal of a business211
 
 
Gain on contingent consideration adjustment
 
 (245)
Deferred income taxes6,299
 (869) 2,537
Noncash compensation related to stock plans13,908
 13,946
 11,958
Excess tax benefit of options exercised and restricted stock units vested
 (273) (78)
Recovery (provision) of doubtful accounts66
 (83) 440
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: 
  
  
Trade accounts receivable(17,822) (7,548) (16,818)
Inventories(6,580) (36,617) 17,208
Other current assets(2,016) (2,180) 6,274
Other noncurrent assets513
 336
 (1,301)
Trade accounts payable1,157
 5,785
 (1,035)
Accrued liabilities10,130
 4,290
 (1,432)
Accrued profit sharing trust contributions498
 757
 417
Accrued cash profit sharing and commissions(1,246) 2,064
 2,530
Long-term liabilities(718) 242
 (2,930)
Accrued workers’ compensation(343) (1,024) 492
Income taxes payable(5,599) 1,046
 2,446
Net cash provided by operating activities119,065
 98,965
 117,923
Cash flows from investing activities 
  
  
Capital expenditures(58,041) (42,002) (34,186)
Assets acquisitions, net of cash acquired(27,921) (5,361) (4,179)
Equity investments
 (2,500) 
Loan repayment by customer
 
 244
Proceeds from sale of property and equipment681
 1,320
 293
Proceeds from sale of a business9,466
 
 
Net cash used in investing activities(75,815) (48,543) (37,828)
Cash flows from financing activities 
  
  
Repayment of long-term borrowings and capital leases(354) 
 (17)
Repayment of debt and line of credit borrowings(400) 
 
Deferred and contingent consideration paid for asset acquisitions(205) (27) (1,177)
Debt issuance costs
 (1,125) 
Repurchase of common stock(70,000) (53,502) (47,144)
Issuance of Company’s common stock6,610
 7,976
 9,720
Excess tax benefit of options exercised and restricted stock units vested
 273
 78
Dividends paid(36,981) (32,711) (29,352)
Cash paid on behalf of employees for shares withheld(5,341) (4,018) (3,716)
Net cash used in financing activities(106,671) (83,134) (71,608)
Effect of exchange rate changes on cash5,398
 424
 (9,969)
Net decrease in cash and cash equivalents(58,023) (32,288) (1,482)
Cash and cash equivalents at beginning of year226,537
 258,825
 260,307
Cash and cash equivalents at end of year$168,514
 $226,537
 $258,825
Supplemental Disclosure of Cash Flow Information
Cash paid during the year for 
  
  
Interest$121
 $284
 $249
Income taxes50,832
 49,425
 34,008
Noncash activity during the year for 
  
  
Noncash capital expenditures$1,533
 $2,318
 $1,214
Capital lease obligations3,750
 
 
Contingent consideration for acquisition1,314
 
 
Issuance of Company's common stock for compensation411
 315
 552
Dividends declared but not paid9,954
 8,535
 7,716


The accompanying notes are an integral part of these consolidated financial statements
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Simpson Manufacturing Co., Inc. and Subsidiaries
Notes to Consolidated Financial Statements
 
1.Operations and Summary of Significant Accounting Policies
1.Operations and Summary of Significant Accounting Policies
 
Nature of Operations
 
Simpson Manufacturing Co., Inc., through Simpson Strong-Tie Company Inc. and its other subsidiaries (collectively, the “Company”), focuses on designing, manufacturing, and marketing systems and products to make buildings and structures safe and secure. The Company designs, engineers and is a leading manufacturer of wood construction products, including connectors, truss plates, fastening systems, fasteners and shearwalls, and concrete construction products, including adhesives, specialty chemicals, mechanical anchors, powder actuated tools and fiber reinforcing materials. The Company markets its products to the residential construction, industrial, commercial and infrastructure construction, remodeling and do-it-yourself markets.
 
The Company operates exclusively in the building products industry. The Company’s products are sold primarily in the United States,U.S., Canada, Europe and Pacific Rim. The Company closed its sales office in Asia in 2015 and its revenues have some geographic market concentration in the United States. A significant portion of the Company’s business is therefore dependent on economic activity within the North America segment. The CompanyCompany's business is also dependent on the availability of steel, its primary raw material.
 
Principles of Consolidation
 
The accompanying consolidated financial statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries. Investments in 50% or less owned entities are accounted for using either cost or the equity method. The Company consolidates all variable interest entities ("VIEs") where it is the primary beneficiary. There were no VIEs as of December 31, 2017 or 2016. All significant intercompany transactions have been eliminated.
 
Use of Estimates
 
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America as amended from time to time ("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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation under GAAP. The Company assessed certain accounting matters that require the use of estimates and assumptions in context with the known and projected future impacts of COVID-19. The Company's actual results could differ materially from those estimates.
 
Revenue Recognition
The Company recognizes revenue when the earnings process is complete, net of applicable provision for discounts, returns and incentives, whether actual or estimated based on the Company’s experience. This generally occurs when products are shipped to the customer in accordance with the sales agreement or purchase order, ownership and risk of loss pass to the customer, collectability is reasonably assured and pricing is fixed or determinable. The Company’s general shipping terms are F.O.B. shipping point, where title is transferred and revenue is recognized when the products are shipped to customers. When the Company sells F.O.B. destination point, title is transferred and the Company recognizes revenue on delivery or customer acceptance, depending on terms of the sales agreement. Service sales, representing after-market repair and maintenance, engineering activities, software license sales and service and lease income, though significantly less than 1% of net sales and not material to the Consolidated Financial Statements, are recognized as the services are completed or the software products and services are delivered. If actual costs of sales returns, incentives and discounts were to significantly exceed the recorded estimated allowances, the Company’s sales would be adversely affected.

Sales Incentive and Advertising Allowances
The Company records estimated reductions to revenues for sales incentives, primarily rebates for volume discounts, and allowances for co-operative advertising.
Allowances for Sales Discounts
The Company records estimated reductions to revenues for discounts taken on early payment of invoices by its customers.


Cash Equivalents
 
The Company considers allclassifies investments that are highly liquid investments with an original or remaining maturityand have maturities of three months or less at the timedate of purchase to beas cash equivalents. As of December 31, 2021 and 2020, the value of these investments were $26.4 million and $45.4 million, respectively, consisting of U.S. Treasury securities and money market funds. The value of the investments is based on cost, which approximates fair value based on Level 1 inputs.


Current Estimated Credit Loss - Allowance for Doubtful Accountsdoubtful accounts

The Company assessesmaintains 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 collectabilityestimate of the allowance for doubtful accounts receivable by considering several factors, including (1) specific customer accounts that would be considered doubtful basedinformation on the customer’s financial condition and the current creditworthiness of customers, (2) credit rating, (3) payment history credit rating and other factors thathistorical experience, (4) aging of the Company considers relevant, or accounts that the Company assigns for collection. The Company reserves for the portion of those outstanding balances that the Company believes it is not likely to collect based on historical collection experience.receivable, and (5) reasonable and supportable forecasts about collectability. The Company also reserves 100% of the amounts that it deems uncollectabledeemed uncollectible due to a customer’scustomer's deteriorating financial condition or bankruptcy. If

Every quarter, the financial conditionCompany evaluates the 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.




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The changes in the Company’s customers wereallowance for doubtful accounts receivable for the year ended December 31, 2021 are outlined in the table below:

Balance
at
Balance
at
(in thousands)December 31, 2020Expense (Deductions), net
Write-Offs1
December 31, 2021
Allowance for Doubtful Accounts$2,110 $393 $570 $1,933 

1Amount is net of recoveries and the effect of foreign currency fluctuations for the year ended December 31, 2021

Concentration of Credit Risk
Financial instruments that potentially subject the Company to deteriorate, resultingconcentrations of credit risk consist of cash in probable inability to make payments, additional allowancesbanks, short-term investments in money market funds and trade accounts receivable. The Company maintains its cash in demand deposit and money market accounts held in 17 banks, and at times these cash and investments may be required.in excess of amounts insured by the Federal Deposit Insurance Corporation (FDIC). However, we have not experienced any losses on these accounts.

Inventory Valuation
 
Inventories are stated at the lower of cost or net realizable value. Cost includes all costs incurred in bringing each product to its present location and condition, as follows:
 
Raw materials and purchased finished goods for resale — principally valued at a cost determined on a weighted average basis; and
In-process products and finished goods — the cost of direct materials and labor plus attributable overhead based on a normal level of activity.
 
The Company applies net realizable value and makes estimates for obsolescence to the gross value of the inventory. The Company estimatesEstimated net realizable value is based on estimated selling price less further costs to completion and disposal. The Company impairs slow-moving products by comparing inventories on hand to projected demand. If the on-hand supply of a product exceeds projected demand or if the Company believes the product is no longer marketable, the product is considered obsolete inventory. The Company revalues obsolete inventory to its net realizable value. The Companyvalue and has consistently applied this methodology. The Company believes that this approach is prudent and makes suitable impairments for slow-moving and obsolete inventory. When impairments are established, a new cost basis of the inventory is created. UnexpectedAn unexpected change in market demand, building codes or buyer preferences could reduce the rate of inventory turnover and require the Company to recognizerecognition of more obsolete inventory.
 
Warranties and recalls
 
The Company provides product warranties for specific product lines and records estimated recall expenses in the period in which the recall occurs, none of which has been material to the Consolidated Financial Statements.consolidated financial statements. In a limited number of circumstances, the Company may also agree to indemnify customers against legal claims made against those customers by the end users of the Company’s products. Historically, payments made by the Company, if any, under such agreements have not had a material effect on the Company’sits consolidated results of operations, cash flows or financial positionposition.


Equity Investments

The Company accounts for investments and ownership interests under equity method accounting when it has the ability to exercise significant influence, but does not have a controlling financial interest. The Company records its interest in the net earnings of its equity method investees, along with adjustments for unrealized profits or losses within earnings or loss from equity interests in the consolidated statements of operations. The investment is reviewed for impairment whenever factors indicate that its carrying amount might not be recoverable and the decrease in value, if any, is recognized in the period the impairment occurs in the consolidated statement of operations.


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Fair Value of Financial Instruments


The “Fair Value MeasurementsFair 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 Disclosures” topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishesliabilities recorded at fair value are measured and classified under a three-tier fair valuation hierarchy for disclosurebased on the observability of the inputs used to measure fair value. This hierarchy prioritizesavailable in the inputs into three broad levels as follows: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. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to theThe fair value measurement.


Ashierarchy requires an entity to maximize the use of December 31, 2017observable inputs and 2016,minimize the Company’s investments consisteduse of only money market funds, which are the Company’s primary financial instruments, maintained in cash equivalents and carried at cost, approximatingunobservable inputs when measuring fair value, based on Level 1 inputs. The balance of the Company’s primary financial instruments was as follows:
(in thousands)At December 31,
 20172016
Money market funds$5,293
$2,832
value. The carrying amounts of trade accounts receivable, accounts payable, accrued liabilities and accruedother current liabilities approximate fair value due to the short-term nature of these instruments. The fair value of the Company’s contingent consideration related to acquisitions isand equity investment are classified as Level 3 within the fair value hierarchy as it is based on unobserved inputs such as management estimates and entity-specific assumptions and is evaluated on an ongoing basis. AsThe fair value of foreign currency forward contracts, calculated based on Level 1 inputs, was not material as of December 31, 2017,2021.

Derivative Instruments - Foreign Currency Contracts

The Company uses derivative instruments as a risk management tool to mitigate the estimatedpotential impact of certain market risks. Foreign currency exchange rate risk is the primary market risk the Company manages through the use of derivative instruments, which are accounted for as cash flow hedges under the accounting standards and carried at fair value as other current assets or other current liabilities in the consolidated balance sheets. Net deferred gains and losses related to changes in fair value are included in accumulated other comprehensive loss, a component of shareholders' equity in the consolidated balance sheets, and are reclassified into the line item in the consolidated statement of income in which the hedged items are recorded in the same period the hedged item affects earnings. Changes in fair value of any derivatives that are determined to be ineffective are immediately reclassified from other comprehensive income into earnings. The cash flow impact of the Company's contingent consideration was approximately a totalderivative instruments is primarily included in the consolidated statement of $1.3 million, which was mostly basedcash flows in net cash provided by operating activities. Refer to Note 8.

Business Combinations and Asset Acquisitions

Business combinations are accounted for under the acquisition method in accordance with ASC 805, Business Combinations. The acquisition method requires identifiable assets acquired and liabilities assumed and any noncontrolling interest in the business acquired be recognized and measured at fair value on the useacquisition date, which is the date that the acquirer obtains control of the Monte Carlo methodacquired business. The amount by which the fair value of valuation.consideration transferred as the purchase price exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill.


Acquisitions that do not meet the definition of a business under the ASC are accounted for as an acquisition of assets, whereby all of the cost of the individual assets acquired and liabilities assumed, including certain transactions costs, are allocated on a relative fair value basis. Accordingly, goodwill is never recognized in an asset acquisition.

Property, Plant and Equipment
 
Property, plant and equipment are carried at cost. Major renewals and betterments are capitalized. Maintenancecapitalized while maintenance and repairs are expensed on a current basis.as incurred. When assets are sold or retired, their costs and accumulated depreciation are removed from the accounts, and the resulting gains or losses are reflected in the accompanying Consolidated Statementsconsolidated statements of Operations.operations.
 
The “Intangibles—Goodwill and Other” topic of the FASB ASC provides guidance on capitalization of the costs incurred for computer software developed or obtained for internal use. The Company capitalizes qualified external costs and internal costs related to the purchase and implementation of software projects used for business operations and engineering design activities. Capitalized software costs primarily include purchased software, internal costs and external consulting fees. Capitalized software projects are amortized over the estimated useful lives of the software.
 
Depreciation and Amortization
 
DepreciationSoftware, including amounts capitalized for internally developed software is amortized on a straight-line basis over an estimated useful life of software, machinerythree to five years. Machinery and equipment is provideddepreciated using accelerated methods over the following an
48



estimated useful lives: 
Software3 to 5 years
Machinery and equipment3 to 10 years
life of three to ten years. Buildings and site improvements are depreciated using the straight-line method over their estimated useful lives, which range from 15 to 45 years. Leasehold improvements are amortized using the straight-line method over the shorter of the expected life or the remaining term of the lease. Amortization of purchasedPurchased intangible assets with finite useful lives is computedare amortized using the straight-line method over the estimated useful lives of the assets. The weighted-average amortization period for all amortizable intangibles on a combined basis is 8.0 years.
 
Cost of Sales
The types of costs included in cost of sales include material, labor, factory and tooling overhead, shipping, and freight costs. Major components of these expenses are material costs, such as steel, packaging and cartons, personnel costs, and facility costs, such as rent, depreciation and utilities, related to the production and distribution of the Company’s products. Inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and other costs of the Company’s distribution network are also included in cost of sales.
Tool and Die Costs
Tool and die costs are included in product costs in the year incurred.
Shipping and Handling Fees and CostsPreferred Stock
 
The Company’s general shipping terms are F.O.B. shipping point. ShippingBoard of Directors has the authority to issue authorized and handling feesunissued preferred stock in one or more series with such designations, rights and costs are included in revenues and product costs,preferences as appropriate, inmay be determined from time to time by the year incurred.


Product and Software Research and Development Costs
Product research and development costs, which are included in operating expenses and are charged against income as incurred, were $10.6 million, $10.8 million and $12.0 million in 2017, 2016 and 2015, respectively. The typesBoard of costs included as product research and development expenses was revised in 2017 and prior yearsDirectors. Accordingly, the Board of Directors is empowered, without stockholder approval, to include all related personnel costs including salary, benefits, retirement, stock-based compensation costs, as well as computer and software costs, professional fees, supplies, tools and maintenance costs. In 2017, 2016 and 2015,issue preferred stock with dividend, redemption, liquidation, conversion, voting or other rights that could adversely affect the Company incurred software development expenses related to its expansion into the plated truss market and somevoting power or other rights of the software development costs were capitalized. See "Note 5 — Property, Plant and Equipment." The Company amortizes acquired patents over their remaining lives and performs periodic reviews for impairment. The cost of internally developed patents is expensed as incurred.
Selling Costs
Selling costs include expenses associated with selling, merchandising and marketing the Company’s products. Major components of these expenses are personnel, sales commissions, facility costs such as rent, depreciation and utilities, professional services, information technology costs, sales promotion, advertising, literature and trade shows.
Advertising Costs
Advertising costs are included in selling expenses, are expensed when the advertising occurs, and were $9.6 million, $7.1 million and $6.4 million in 2017, 2016, and 2015, respectively.
General and Administrative Costs
General and administrative costs include personnel, information technology related costs, facility costs such as rent, depreciation and utilities, professional services, amortization of intangibles and bad debt charges.
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. On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”). Further information on the tax impacts of the Tax Reform Act is included in Note 10 — Income Taxesholders of the Company’s consolidated financial statements.common stock.
Sales Taxes
The Company presents taxes collected and remitted to governmental authorities on a net basis in the accompanying Consolidated Statements of Operations.
Foreign Currency Translation
The local currency is the functional currency of most of the Company’s operations in Europe, Canada, Asia, Australia, New Zealand and South Africa. Assets and liabilities denominated in foreign currencies are translated using the exchange rate on the balance sheet date. Revenues and expenses are translated using average exchange rates prevailing during the year. The translation adjustment resulting from this process is shown separately as a component of stockholders’ equity. Foreign currency transaction gains or losses are included in general and administrative expenses.

Common Stock
 
Subject to the rights of holders of any preferred stock that may be issued in the future, holders of common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s Board of Directors (the "Board") out of legally available funds, and in the event of liquidation, dissolution or winding-up of the Company, to share ratably in all assets available for distribution. The holders of common stock have no preemptive or conversion rights. Subject to the rights of any preferred stock that may be issued in the future, the holders of common stock are entitled to one vote per share on any matter submitted to a vote of the stockholders. A director in an uncontested election is elected if the votes cast “for” such director’s election exceed the votes cast “against” such director’s election, except that, if a stockholder properly nominates a candidate for


election to the Board of Directors, the candidates withthe highest number of affirmative votes (up to the number of directors to be elected) are elected. There are no redemption or sinking fund provisions applicable to the common stock.
Preferred Stock
The Board has the authority to issue the authorized and unissued preferred stock in one or more series with such designations, rights and preferences as may be determined from time to time by the Board. Accordingly, the Board is empowered, without stockholder approval, to issue preferred stock with dividend, redemption, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of the Company’s common stock.
Stock Repurchase Program

At its meeting in August 2016, the Board authorized the Company to repurchase up to $125 million of its common stock. This authorization increased and extended the $50.0 million repurchase authorization from February 2016. For the fiscal year ended December 31, 2016, the Company purchased a total of 1,244,003 shares of its common stock at an average price of $43.01, which included 1,137,656 shares purchased pursuant to the $50.0 million accelerated share repurchase program ("2016 ASR Program") that the Company entered into with Wells Fargo Bank, National Association ("Wells Fargo") in August 2016. As of December 31, 2016, the 2016 ASR Program was completed at an average share price of $43.95 per share. All shares repurchased during 2016 were retired.

At its meeting in August 2017, the Board authorized the Company to repurchase up to $275.0 million of the its common stock. This authorization increased and extended the $125.0 million repurchase authorization from August 2016 and will remain in effect through December 31, 2018. For the fiscal year ended December 31, 2017, the Company purchased a total of 1,138,387 shares of its common stock for a total of $60.0 million through accelerated share repurchase programs that the Company entered into with Wells Fargo, which included 460,887 shares purchased at an average share price of $43.39 per share pursuant to a $20.0 million accelerated share repurchase program initiated in June 2017 (the "2017 June ASR Program"), and 677,500 shares received at an average share price of $59.04 per share, or $40.0 million, pursuant to a $50.0 million accelerated share repurchase program initiated in December 2017 (the "2017 December ASR Program"). The final delivery under the 2017 December ASR Program was made in February 2018. See Note 15 - "Subsequent Events." As of December 31, 2017, 460,887 shares were retired, 677,500 shares were held as treasury shares and approximately $151.5 million remained available for share repurchases through December 31, 2018 under the Board current authorization.

See the "Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2017, 2016 and 2015."

Net Income per Share
Basic net income per common share is computed based on the weighted average number of common shares outstanding. Potentially dilutive shares, using the treasury stock method, are included in the diluted per-share calculations for all periods when the effect of their inclusion is dilutive.

The following shows a reconciliation of basic earnings per share (“EPS”) to diluted EPS:
 Fiscal Year Ended December 31,
 (in thousands, except per-share amounts)
2017 2016 2015
Net income available to common stockholders$92,617
 $89,734
 $67,888
      
Basic weighted average shares outstanding47,486
 48,084
 48,952
Dilutive effect of potential common stock equivalents288
 211
 229
Diluted weighted average shares outstanding47,774
 48,295
 49,181
Net earnings per share: 
  
  
Basic$1.95
 $1.87
 $1.39
Diluted$1.94
 $1.86
 $1.38
For the year ended December 31, 2017, 2016, and 2015, no potential common shares with anti-dilutive effect were included in the calculation of diluted net income per share.




Comprehensive Income or Loss
 
Comprehensive income is defined as net income plus other comprehensive income or loss. Other comprehensive income or loss consists of changes in cumulative translation adjustments, and changes in unamortized pension adjustments and changes in the fair value of derivative instruments classified as cash flow hedge instruments, all of which are recorded directly in accumulated other comprehensive income within stockholders’ equity.

Foreign Currency Translation
The following showslocal currency is the functional currency for all of the Company’s operations in Europe, Canada, Asia, Australia and New Zealand. Assets and liabilities denominated in foreign currencies are translated using the exchange rate on the balance sheet date. Revenues and expenses are translated using average exchange rates prevailing during the year. The translation adjustment resulting from this process is shown separately as a component of stockholders’ equity. Foreign currency transaction gains or losses are presented below operating income.
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 over 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.


49



The Company presents taxes collected and remitted to governmental authorities on a net basis in the consolidated statements of operations.
Cost of Sales
Cost of sales includes material, labor, factory and tooling overhead, shipping, and freight costs. Major components of accumulatedthese expenses are steel and other comprehensive income or lossmaterials, packaging and cartons, personnel costs, and facility costs, such as rent, depreciation and utilities, related to the production and distribution of December 31, 2017the Company’s products. Inbound freight charges, purchasing and 2016, respectively:

 Foreign Currency Translation Pension Benefit Total
(in thousands)  
Balance at January 1, 2015$(6,613) $(567) $(7,180)
Other comprehensive income before reclassification net of tax benefit (expense) of ($57) and $82, respectively(20,708) (457) (21,165)
Amounts reclassified from accumulative other comprehensive income, net of $0 tax(231) 
 (231)
Balance at December 31, 2015(27,552) (1,024) (28,576)
Other comprehensive loss net of tax benefit (expense) of ($222) and $87, respectively(3,920) (474) (4,394)
Balance at December 31, 2016(31,472) (1,498) (32,970)
Other comprehensive loss net of tax benefit (expense) of $0 and $36, respectively21,273
 (944) 20,329
Amounts reclassified from accumulative other comprehensive income, net of $0 tax145
 
 145
Balance at December 31, 2017$(10,054) $(2,442) $(12,496)

Concentrationreceiving costs, inspection costs, warehousing costs, internal transfer costs, and other costs of Credit Riskthe Company’s distribution network are also included in cost of sales.
 
Financial instruments that potentially subjectTool and Die Costs

Tool and die costs are included in product costs in the year incurred.
Product and Software Research and Development Costs
Product research and development costs, which are included in operating expenses and are charged against income as incurred, were $12.3 million, $10.1 million and $10.9 million in 2021, 2020 and 2019, respectively. Product research and development expenses include all related personnel costs including salary, benefits, retirement, stock-based compensation costs, as well as computer and software costs, professional fees, supplies, tools and maintenance costs. In 2021, 2020 and 2019, the Company incurred software development expenses related to concentrationsits ongoing expansion into the plated truss market and some of credit risk consistthe software development costs were capitalized. See "Note 8 — Property, Plant and Equipment." The Company amortizes acquired patents over their remaining lives and performs periodic reviews for impairment. The cost of cash in banks, short-term investments in money market fundsinternally developed patents is expensed as incurred.
Selling Costs
Selling costs include expenses associated with selling, merchandising and marketing the Company’s products. Major components of these expenses are personnel, sales commissions, facility costs such as rent, depreciation and utilities, professional services, information technology costs, sales promotion, advertising, literature and trade accounts receivable. shows.
Advertising Costs
Advertising costs are included in selling expenses and were $8.4 million, $8.2 million and $8.2 million in 2021, 2020, and 2019, respectively.
General and Administrative Costs
General and administrative costs include personnel, information technology related costs, facility costs such as rent, depreciation and utilities, professional services, amortization of intangibles and bad debt charges.
Accounting for Leases

The Company maintains its cash in demand deposithas operating and money market accounts held primarilyfinance 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 asset ("ROU asset") and liability if, at 17 banks.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 expensescompensation expense related to stock options andthe 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 four years. Stock-based expensesexpense related to performance share grants are measured based on grant date fair value and expensed on a straight-linegraded basis over the service period of the awards, which is generally the vesting terma 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
50



expected results recognized as an adjustment to expense. The assumptions used to calculate the fair value of options or restricted stock unitsgrants are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience.


Goodwill Impairment TestingIncome Taxes
 
The Company tests goodwill for impairment at the reporting unit level on an annual basis (in the fourth quarter for the Company). The Company also reviews goodwill for impairment whenever events or changes in circumstances indicate the carrying value ofIncome taxes are calculated using an asset may not be recoverable. These events or circumstances could include a significant change inand liability approach. The provision for income taxes includes federal, state and foreign taxes currently payable and deferred taxes, due to temporary differences between the business climate, legal factors, operating performance indicators, competition, or disposition or relocationfinancial statement and tax bases of a significant portion of a reporting unit.
The reporting unit level is generally one level below the operating segment and is at the country level except for the United States, Denmark, Australia, and S&P Clever reporting units.
The Company has determined that the United States reporting unit includes four components: Northwest United States, Southwest United States, Northeast United States and Southeast United States (collectively, the “U.S. Components”). The Company aggregates the U.S. Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the U.S. Components working in concert. The U.S. Components are economically similar because of a number of factors, including, selling similar products to shared customers and sharing assets and services such as intellectual property, manufacturing assets for certain products, research and development projects, manufacturing processes, management of inventory excesses and shortages and administrative services. These activitiesliabilities. In addition, future tax benefits are managed centrally at the U.S. Components level and costs are allocated among the four U.S. Components.


The Company determined that the Australia reporting unit includes four components: Australia, New Zealand, South Africa and United Arab Emirates (collectively, the “AU Components”). The Company aggregates the AU Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the AU Components working in concert. The AU Components are economically similar because of a number of factors, including that New Zealand, South Africa and United Arab Emirates operate as extensions of their Australian parent company selling similar products and sharing assets and services such as intellectual property, manufacturing assets for certain products, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the AU Components level and costs are allocated among the AU Components.
The Company has determined that the S&P Clever reporting unit includes nine components: S&P Switzerland, S&P Poland, S&P Austria, S&P The Netherlands, S&P Portugal, S&P Germany, S&P France, S&P Nordic, and S&P Spain (collectively, the "S&P Components”). The Company aggregates the S&P Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the S&P Components working in concert. The S&P Components are economically similar because of a number of factors, including sharing assets and services such as intellectual property, manufacturing assets for certain products, research and development projects, manufacturing processes, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the S&P Components level and costs are allocated among the S&P Components.
For certain reporting units, the Company may first assess qualitative factors relatedrecognized to the goodwillextent that realization of the reporting unit to determine whether it is necessary to perform a two-step impairment test. If the Company judges that itsuch benefits is more likely than not thatnot. This method gives consideration to the fair valuefuture tax consequences of the deferred income tax items and immediately recognizes changes in income tax laws in the year of enactment.
Net Income per Share
Basic net income per common share is computed based on the weighted average number of common shares outstanding. Potentially dilutive shares 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 Standards Not Yet Adopted

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting unit is greater thanin response to the carrying amountrisk of cessation of the reporting unit, including goodwill, no further testing is required. IfLondon Interbank Offered Rate (“LIBOR”) on December 31, 2021. This ASU allows the Company judgesoption to account for and present a modification that it is more likely than not thatmeets the fair valuescope of the reporting unit is less thanstandard as an event that does not require contract remeasurement at the carrying amountmodification date or reassessment of a previous accounting determination required under the reporting unit, including goodwill, management will perform a two-step impairment test on goodwill. Inrelevant topic or subtopic. Entities are permitted to apply the first step ("Step 1"), the Company compares the fair value of the reporting unitamendments to its carrying value. The fair value calculation uses the income approach (discountedall contracts, cash flow method) and the market approach, equally weighted. If the Company judgesnet investment hedge relationships that the carrying valueexist as of the net assets assigned to the reporting unit, including goodwill, exceeds the fair value of the reporting unit,March 12, 2020. The relief provided in this ASU is only available for a second step of the impairment test must be performed to determine the implied fair value of the reporting unit’s goodwill. If the Company judges that the carrying value of a reporting unit’s goodwill exceeds its implied fair value, the Company would record an impairment charge equal to the difference between the implied fair value of the goodwill and the carrying value.
Determining the fair value of a reporting unit or an indefinite-lived purchased intangible asset is a judgment involving significant estimates and assumptions. These estimates and assumptions include revenue growth rates, operating margins and working capital requirements used to calculate projected future cash flows, risk-adjusted discount rates, selected multiples, control premiums and future economic and market conditions (Level 3 fair value inputs).limited time, generally through December 31, 2022. The Company bases its fair value estimates on assumptions that it believes to be reasonable, but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates.
Assumptions about a reporting unit’s operating performance in the first year of the discounted cash flow model used to determine whether or not the goodwill related to that reporting unit is impaired are derived from the Company’s budget. The fair value model considers such factors as macro-economic conditions, revenue and expense forecasts, product line changes, material, labor and overhead costs, tax rates, working capital levels and competitive environment. Future estimates, however derived, are inherently uncertain but the Company believes that thisCompany's primary credit facility is the most appropriate source$300 million revolving line of credit (the "Credit Facility") with Wells Fargo Bank, which matures on which to base its fair value calculation.
July 12, 2026. Borrowings under the Credit Facility bear interest using LIBOR plus an applicable margin. The Company uses these parameters only to provideCredit Facility currently includes a basisprovision for the determination of whethera successor LIBOR rate or notan alternative rate of interest.

On March 5, 2021, ICE Benchmark Administration, the goodwill related to a reporting unit is impaired. No inference whatsoever should be drawn from these parameters about the Company’s future financial performance and they should not be taken as projections or guidance of any kind.
The 2017, 2016 and 2015 annual testing of goodwill for impairment did not result in impairment charges.

The Denmark reporting unit passed Step 1administrator of the annual 2017 impairment test byLIBOR and the Financial Conduct Authority, announced that some United States Dollar LIBOR tenors (overnight, 1 month, 3 month, and 12 month) will continue to be published until June 30, 2023. The Company does not expect a 8.3% margin indicating an estimated fair value greater thanmaterial impact to its net book value and wasconsolidated operating results, financial position or cash flow from the only reporting unit with a fair value greater than net book value margin of less than 10%. The Denmark reporting unit is sensitivetransition from LIBOR to management’s plans for increasing sales and operating margins. The Denmark reporting unit’s failurealternative reference interest rates, but the Company will continue to meet management’s objectives could result in future impairment of some or allmonitor the impact of the Denmark reporting unit’s goodwill, which was $7.1 million at December 31, 2017.transition until it is completed.

Key assumptions used in Step 1 of the Company's annual goodwill impairment test included compound annual growth rates (“CAGR”) and average annual pre-tax operating margins during the forecast period, multiple and discount rates. A sensitivity assessment for the key assumptions included in the 2017 goodwill impairment test on the Denmark reporting unit is as follows:



A 500 basis point hypothetical increase in the discount rate, holding all other assumptions constant, would not have decreased the fair value of the reporting unit below its carrying value, and thus it would not result in the reporting unit failing Step 1 of the goodwill impairment test;
A 210 basis point hypothetical decrease in the multiple rate, holding all other assumptions constant, would not have decreased the fair value of the reporting unit below its carrying value, and thus it would not result in the reporting unit failing Step 1 of the goodwill impairment test;
A 139 basis point hypothetical percentage decrease in the CAGR, holding all other assumptions constant, would not have decreased the fair value of the reporting unit below its carrying value and
A 37% hypothetical decrease in average annual pre-tax operating profit, holding all other assumptions constant, would not have decreased the fair value of the reporting unit below its carrying value.

The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying identifiable net assets of acquired businesses. The annual changes in the carrying amount of goodwill, by segment, as of December 31, 2016 and 2017, were as follows, respectively:

(in thousands)North
America
 Europe Asia
Pacific
 Total
Balance as of January 1, 2016:       
Goodwill$96,500
 $50,135
 $1,396
 $148,031
Accumulated impairment losses(10,666) (13,415) 
 (24,081)
 85,834
 36,720
 1,396
 123,950
Goodwill acquired
 1,848
 
 1,848
Foreign exchange93
 (952) (21) (880)
Reclassifications (1)
(439) 
 
 (439)
Balance as of December 31, 2016:      0
Goodwill96,154
 51,031
 1,375
 148,560
Accumulated impairment losses(10,666) (13,415) 
 (24,081)
 85,488
 37,616
 1,375
 124,479
Goodwill acquired10,066
 
 
 10,066
Foreign exchange198
 2,472
 114
 2,784
Reclassifications(2)
3
 (192) 
 (189)
Balance as of December 31, 2017:      0
Goodwill106,421
 53,311
 1,489
 161,221
Accumulated impairment losses(10,666) (13,415) 
 (24,081)
 $95,755
 $39,896
 $1,489
 $137,140
(1) Reclassifications in 2016 of $0.2 million in patents, $0.1 million in non-compete agreements, $46 thousand in customer relationships and other assets, with
a corresponding $0.4 million decrease in goodwill related to the EBTY acquisition.
(2) Reclassifications in 2017 were $3 thousand and $192 thousand in other assets, with a corresponding $189 thousand decrease in goodwill related to CG
Visions and MS Decoupe acquisitions.
Amortizable Intangible Assets
Intangible assets from acquired businesses are recognized at their estimated fair values at the date of acquisition and consist of patents, unpatented technology, non-compete agreements, trademarks, customer relationships and other intangible assets. Finite-lived intangibles are amortized to expense over the applicable useful lives, ranging from three to 21 years, based on the nature of the asset and the underlying pattern of economic benefit as reflected by future net cash inflows. The Company performs an impairment test of finite-lived intangibles whenever events or changes in circumstances indicate their carrying value may be impaired.
The total gross carrying amount and accumulated amortization of intangible assets subject to amortization at December 31, 2017, were $54.5 and $25.2 million, respectively. The aggregate amount of amortization expense of intangible assets for the years ended December 31, 2017, 2016 and 2015 was $6.2 million, $6.0 million and $6.1 million, respectively.



The annual changes in the carrying amounts of patents, unpatented technologies, customer relationships and non-compete agreements and other intangible assets subject to amortization as of December 31, 2016, and 2017 were as follows, respectively:
(in thousands)
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Patents  
Balance at January 1, 2016$1,513
 $(379) $1,134
Amortization
 (149) (149)
Reclassification(1)
212
 
 212
Foreign exchange(7) 
 (7)
Balance at December 31, 20161,718
 (528) 1,190
Acquisition800
 
 800
Amortization
 (187) (187)
Foreign exchange2
 
 2
Removal of fully amortized assets(170) 170
 
Balance at December 31, 2017$2,350
 $(545) $1,805
(1) Reclassifications in 2016 of $0.2 million in patents, $0.1 million in non-compete agreements, $46 thousand in customer relationships and other assets, with
a corresponding $0.4 million decrease in goodwill related to the EBTY acquisition
(in thousands)
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Unpatented Technology  
Balance at January 1, 2016$21,604
 $(8,656) $12,948
Amortization
 (2,058) (2,058)
Reclassifications (1)
1,512
 
 1,512
Foreign exchange(243) 
 (243)
Removal of fully amortized assets(1,711) 1,711
 
Balance at December 31, 201621,162
 (9,003) 12,159
Amortization
 (1,976) (1,976)
Foreign exchange505
 $
 505
Balance at December 31, 2017$21,667
 $(10,979) $10,688
 (1) Reclassifications in 2016 of $1.5 million in unpatented technology for completed indefinite-lived in-process research and development ("IPR&D"), with a corresponding reduction in IPR&D intangibles.
(in thousands)
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Non-Compete Agreements,
Trademarks and Other
  
  
Balance at January 1, 2016$10,578
 (7,203) 3,375
Acquisition1,212
 
 1,212
Amortization
 (2,040) (2,040)
Foreign exchange(39) 
 (39)
Reclassifications(1)
119
 
 119
Removal of fully amortized assets(5,143) 5,143
 
Balance at December 31, 20166,727
 (4,100) 2,627
Acquisition9,260
 
 9,260
Amortization
 (2,495) (2,495)
Foreign exchange16
 
 16
Removal of fully amortized asset(3,778) 3,778
 
Balance at December 31, 2017$12,225
 $(2,817) $9,408
(1) Reclassifications in 2016 of $0.2 million in patents, $0.1 million in non-compete agreements, $46 thousand in customer relationships and other assets, with a corresponding $0.4 million decrease in goodwill related to the EBTY acquisition.



(in thousands)
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Customer Relationships  
Balance at January 1, 2016$21,242
 (13,152) 8,090
Acquisition
 
 
Amortization
 (1,793) (1,793)
Reclassifications(1)
46
 
 46
Foreign exchange(71) 
 (71)
Balance at December 31, 201621,217
 (14,945) 6,272
Acquisition1,091
 
 1,091
Amortization
 (1,574) (1,574)
Reclassifications (2)
626
 
 626
Foreign exchange394
 
 394
Removal of fully amortized assets(5,650) 5,650
 
Balance at December 31, 2017$17,678
 $(10,869) $6,809
(1) Reclassifications in 2016 of $0.2 million to patents, $0.1 million in non-compete agreements, $46 thousand in customer relationships and other assets, with a corresponding $0.4 million decrease in goodwill related to the EBTY acquisition.
 (2) Reclassifications in 2017 of $0.6 million in customer relationships with a corresponding $0.6 million decrease in other assets related to the MS Decoupe acquisition.

At December 31, 2017, estimated future amortization of intangible assets was as follows:
(in thousands)
2018$5,352
20195,260
20205,230
20214,751
20222,859
Thereafter5,258
 $28,710
Indefinite-Lived Intangible Assets

As of December 31, 2017, the only indefinite-lived intangible asset, consisting of a trade name, totaled $0.6 million.

Amortizable and indefinite-lived assets, net, by segment, as of December 31, 2016 and 2017, respectively, were as follows: 
 December 31, 2016
 Gross
Carrying
Amount
 Accumulated
Amortization
 Net
Carrying
Amount
(in thousands)  
Total Intangible Assets  
North America$23,562
 $(13,811) $9,751
Europe27,880
 (14,767) 13,113
Total$51,442
 $(28,578) $22,864

 At December 31, 2017
 Gross
Carrying
Amount
 Accumulated
Amortization
 Net
Carrying
Amount
(in thousands)  
Total Intangible Assets  
North America$30,775
 $(13,732) $17,043
Europe23,762
 (11,479) 12,283
Total$54,537
 $(25,211) $29,326


Recently Adopted Accounting Standards

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718),
Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), which amends existing guidance related to accounting for employee share-based payments affecting the income tax consequences of awards, classification of awards as equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. On January 1, 2017, the Company adopted ASU 2016-09.

This new guidance requires all excess tax benefits and tax deficiencies be recognized as income tax expense or benefit in the income statement and classified as an operating activity in the statement of cash flows. The Company prospectively adopted this guidance with the tax impact of a $1.1 million tax benefit recognized in the consolidated income statements and classified it as an operating activity in the consolidated statement of cash flows. The guidance also requires a policy election either to estimate the number of awards that are expected to vest or to account for forfeitures whenever they occur. The Company did not change its policy for calculating accrual compensation costs by estimating the number of awards that are expected to vest. Therefore, when the Company adopted this guidance, there was no recognized cumulative effect adjustment to retained earnings. In addition, this guidance requires cash paid by an employer, when directly withholding shares for tax withholding purposes, to be classified in the statement of cash flows as a financing activity, which differs from the Company's previous method of classification of such cash payments as an operating activity. Accordingly, the Company applied this provision retrospectively for the twelve months ended December 31, 2017 and 2016, and reclassified $1.3 million and $4.3 million, respectively, from operating activities to financing activities in the condensed consolidated statements of cash flows.

In March 2016, the FASB issued Accounting Standards Update No. 2016-07, Simplifying the Transition to the Equity Method of Accounting ("ASU 2016-07"), which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. The amendments in ASU 2016-07 are effective for public companies for fiscal years beginning after December 15, 2016, including interim periods therein, with early adoption permitted. The new standard should be applied prospectively for investments that qualify for the equity method of accounting after the effective date. On January 1, 2017, the Company prospectively adopted ASU 2016-07. Adoption of ASU 2016-07 has had no material effect on the Company's consolidated financial statements and footnote disclosures.

In January 2017, the FASB issued Accounting Standards Updated No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU 2017-01"), which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The new guidance clarifies that a business must also include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in ASC 606, Revenue from Contracts with Customers. ASU 2017-01 is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2017, with early adoption permitted. On January 1, 2017, the Company prospectively adopted ASU 2017-01. Adoption of ASU 2017-01 has had no material effect on the Company's consolidated financial statements and footnote disclosures.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). The objective is to simplify the presentation of deferred income taxes; the amendments require that deferred tax assets and liabilities be classified as noncurrent in a classified consolidated balance sheets.
ASU 2015-17 will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal
years. The Company adopted prospectively ASU 2015-17 in the first quarter of 2016, resulted in the Company offsetting all of its deferred income tax assets and liabilities, as of January 1, 2016, by taxing jurisdictions and classifying those balances as noncurrent. The result was a $4.1 million increase in "Other noncurrent assets," from $6.7 million to $10.8 million, and a $12.1 million decrease in "Deferred income tax and other long-term liabilities," from $16.5 million to $4.4 million.


All other newly issued and effective accounting standards during 20172021 were determined to be not relevant or material to the Company.


Recently Issued Accounting Standards Not Yet Adopted
In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (later codified as ASC 606), 2.Revenue from Contracts with Customers (“ASC 606”)

Disaggregated revenue

The Company disaggregates net sales into the following major product groups as described in its segment information included in these financial statements under Note 18.

Wood Construction Products Revenue. Wood construction products represented approximately 87%, which supersedes nearly all existing revenue recognition guidance under GAAP. ASC 606 provides a five-step model for revenue recognition85%, 84% and of total net sales in the year ended December 31, 2021, 2020, and 2019 respectively.

Concrete Construction Products Revenue. Concrete construction products represented approximately 13%, 15%, 16% of total net sales in the year ended December 31, 2021, 2020 and 2019, 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 appliedaccounted 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 alltransfer) 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.
51



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 for 2021,2020 and 2019 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 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 December 31, 2021 and 2020, the Company had no contract assets or contract liabilities from contracts with customers. The five-step model includes: (1) determination of whether a contract, an agreement between two or more parties that creates legally enforceable rights and obligations, exists; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation ofcustomers.

Other accounting considerations

Volume discounts. Volume discounts are accounted for as variable consideration because the transaction price is uncertain until the customer completes or fails to purchase the specified volume of purchases (consideration is contingent on a future outcome - occurrence or nonoccurrence). In addition, the Company applies the volume rebate or discount retrospectively, because the final price of each products or services sold depends on the customer's total purchases subject to the performance obligationsrebate program. Estimated rebates are deducted from revenues based on the gross transaction price and historical experience with the customer.

Rights of return and other allowances. Rights of return creates variability in the contract;transaction price. The Company accounts for returned product during the return period as a refund to customer and (5)not a performance obligation. The estimated allowance for returns is based on historical percentage of returns and allowance from prior periods and the customer's historical purchasing pattern. This estimate is deducted from revenues based on the gross transaction price.

Principal versus Agent. The Company considered the principal versus agent guidance of the new revenue recognition of revenue when (or as)standard and concluded that the


performance obligations are satisfied. Company is the principal in a third-party transaction. The core principle of ASC 606 is that an entity should recognize revenue for theCompany manufactures its products and has control over transfer of its products to Dealer Distributors, Contract Distributors, and end customers.

Costs to obtain or fulfill a contract. Costs incurred to obtain a contract are immaterial. Commission cost is not an incremental cost directly related to obtaining a contract.

Shipping costs. The Company recognizes shipping and handling activities that occur after the customer has obtained control of goods or services equalas a fulfillment cost rather than as an additional promised service. Therefore, the Company recognizes revenue and accrues shipping and handling costs when the control of goods transfers to the amount that it expectscustomer upon shipment.

Advertising costs. Cooperative advertising and partnership discounts are consideration payable to be entitleda customer and not a payment in exchange for a distinct product or service at fair value. Estimated cooperative advertising and partnership discounts are reductions to receivethe transaction price.
52



3.Net Income per Share
The following shows a reconciliation of basic earnings per share (“EPS”) to diluted EPS:
 For the Year Ended December 31,
 (in thousands, except per-share amounts)
202120202019
Net income available to common stockholders$266,447 $187,000 $133,982 
Basic weighted average shares outstanding43,325 43,709 44,735 
Dilutive effect of potential common stock equivalents207 132 186 
Diluted weighted average shares outstanding43,532 43,841 44,921 
Net earnings per share:   
Basic$6.15 $4.28 $3.00 
Diluted$6.12 $4.27 $2.98 

4.Stockholders' Equity

Stock Repurchases

For the fiscal year ended December 31, 2021, the Company repurchased 222,060 shares of the Company’s common stock in the open market at an average price of $108.64 per share, for those goods or services. ASC 606 also requires additional disclosures abouta total of $24.1 million. As of December 31, 2021, approximately $75.9 million was not used for repurchase under the nature, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The standard is effective for annual and interim periods beginning after December 15, 2017 and permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognizedpreviously announced $100.0 million share repurchase authorization (which expired at the dateend of initial application (modified retrospective method)2021). The Company will adoptOn November 18, 2021, the new standard effective January 1, 2018 using the modified retrospective approach.

We completed our reviewCompany’s Board of customer contracts and do not expect the adoption of this standard will materially impact the amount or timing of revenue recognized.  The guidance requiresDirectors authorized the Company to estimate and record variable consideration resultingrepurchase up to $100.0 million of the Company’s common stock from rebates and other pricing allowances at contract inception.  Net sales will not be materially impacted as a resultJanuary 1, 2022 through December 31, 2022.

As of adoption asDecember 31, 2021, the Company currently records estimated rebatesheld zero shares of its common stock as treasury shares and allowances as reductions to revenue.  Under current revenue recognition guidance, revenue from the sale in 2021, retired a total
of our finished goods is recognized at the point in time when all revenue recognition criteria are met, which typically occurs when products are shipped from our facilities with the Company’s general shipping terms. Based on the nature373,034 of our contracts, we expect to continue to recognize revenue from the sale of our finished goods upon shipment, which is the point in time when control is transferred to the customer.  Accordingly, the adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. The Company is identifying and preparing to implement changes to our accounting policies and practices, business processes, systems and controls to support the enhanced disclosure requirements of ASC 606.its common stock.


In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16"), which requires companies to account for the income tax effects of intercompany sales and transfers of assets other than inventory when the transfer occurs. Current guidance requires companies to defer the income tax effects of intercompany transfers of assets until the asset has been sold to an outside party or otherwise recognized. The amendment is to be applied using a modified retrospective approach. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. Based on current information and subject to future events and circumstances, the Company does not know whether ASU 2016-16 will have a material impact on its financial statements upon adoption.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"), which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge or Step 2 of the goodwill impairment analysis. Instead, an impairment charge will be recorded based on the excess of a reporting unit's carrying amount over its fair value using Step 1 of the goodwill impairment analysis. The standard is required to be adopted for annual and interim impairment tests performed after December 15, 2019. The amendment is to be applied prospectively. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. Based on current information and subject to future events and circumstances, the Company does not know whether ASU 2017-04 will have a material impact on its financial statements upon adoption.

In February 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (ASU 2018-02). ASU 2018-02 allows a reclassification from Accumulatedor Loss
The following shows the components of accumulated other Comprehensive Income to Retained Earnings for stranded tax effects resulting from the Tax Cutscomprehensive income or loss as of December 31, 2021, 2020, and Jobs Act of 2017. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and for interim periods therein. Early adoption of ASU 2018-02 is permitted. The Company is evaluating the impact of adopting this new accounting guidance on its consolidated financial statements.2019 respectively:

Foreign Currency TranslationPension BenefitCash Flow HedgeTotal
(in thousands)
Balance at January 1, 2019$(22,965)$(1,685)$— $(24,650)
Other comprehensive gain/(loss), net of tax effect885 (1,064)— (179)
Balance at December 31, 2019(22,080)(2,749)— (24,829)
Other comprehensive gain/(loss), net of tax effect14,172 (161)390 14,401 
Balance at December 31, 2020(7,908)(2,910)390 (10,428)
Other comprehensive gain/(loss), net of tax effect(7,313)404 (268)(7,177)
Balance at December 31, 2021$(15,221)$(2,506)$122 $(17,605)


2.Stock-Based Compensation

5.Stock-Based Compensation

The Company currently maintains an equity incentive plan, the Simpson Manufacturing Co., Inc. Amended and Restated 2011 Incentive Plan (the “2011 Plan”). The 2011 Plan amended and restated in their entirety, and incorporated and superseded, both the Simpson Manufacturing Co., Inc. 1994 Stock Option Plan (the “1994 Plan”), which was principally for the Company’s employees, and the Simpson Manufacturing Co., Inc. 1995 Independent Director Stock Option Plan (the “1995 Plan”), which was for the Company's independent directors. Awards previously granted under the 1994 Plan or the 1995 Plan will not be affected by the adoption of the 2011 Plan and will continue to be governed by the 1994 Plan or the 1995 Plan, respectively.
The Company generally granted options under each of the 1994 Plan and the 1995 Plan once each year. Options vest and expire according to terms established at the grant date. Shares of common stock issued on exercise of stock options under the 1994 Plan and the 1995 Plan are registered under the Securities Act of 1933, as amended (the "Securities Act").


Under the 2011 Plan, the Company may grantits only equity incentive stock options, non-qualified stock options, restricted stock and restricted stock units, although the Company currently intends to award primarily performance-based and/or time-based restricted stock units ("RSUs"), and to a lesser extent, if at all, non-qualified stock options. The performance-based RSUs may vest, only if the applicable Company-wide or profit-center operating goals, or both, or strategic goals, established by the Compensation and Leadership Development Committee (the “Committee”) of the Board, are met.

The Company does not currently intend to award incentive stock options or restricted stock.plan. Under the 2011 Plan, no more than 16.3 million shares of the Company’s common stock in aggregate may be issued, including shares already issued pursuant to prior awards granted under the 2011 Plan and shares issued on exercise of options previously granted under the 1994 Plan and the 1995 Plan. Shares of common stock underlying awards to be issued pursuant to the 2011 Plan are registered under the Securities Act.
The Company granted RSUs under Under the 2011 Plan, in 2015, 2016the Company may grant restricted stock and 2017restricted stock units. The Company currently intends to its employees, including officers, and directors. The fair value of each RSU award is estimated on the measurement date as determined in accordance with GAAP and is based on the closing price of shares of the Company’s commononly performance-based stock on the day preceding the measurement date. The fair value excludes the present value of the dividends that the RSUs do not participate in. The RSUs granted to the Company’s employees may beunits ("PSUs") and/or time-based performance-based or time- and performance-based. The restrictions on a portion of the time-based RSUs generally lapse pursuant to a vesting schedule. The restrictions on the performance-based RSUs generally lapse following a performance period, and the underlying shares of the Company’s commonrestricted stock are subject to performance-based adjustment before becoming vested. The time- and performance-based RSUs require the underlying shares of the Company’s common stock to be subject to performance-based adjustment before starting to vest according to a vesting schedule.units ("RSUs").

53



The following table shows the Company’s stock-based compensation activity:
 Fiscal Years Ended December 31,
(in thousands) 
202120202019
Stock-based compensation expense recognized$15,036 $11,384 $9,480 
Tax benefit of stock-based compensation expense in provision for income taxes3,787 2,859 2,330 
Stock-based compensation expense, net of tax$11,249 $8,525 $7,150 
Fair value of shares vested$15,701 $21,921 $16,760 
 Fiscal Years Ended December 31,
(in thousands) 
2017 2016 2015
Stock-based compensation expense recognized in operating expenses$12,744
 $13,113
 $11,212
Tax benefit of stock-based compensation expense in provision for income taxes4,575
 4,757
 3,987
Stock-based compensation expense, net of tax$8,169
 $8,356
 $7,225
Fair value of shares vested$11,043
 $13,186
 $10,997
Proceeds to the Company from the exercise of stock-based compensation$6,610
 $7,976
 $9,720
Tax benefit from exercise of stock-based compensation, including shortfall tax benefits$
 $(251) $(318)


The Company allocates stock-based compensation expense included inamongst cost of sales, research and development and other engineering expense, selling expense, or general and administrative expense dependsbased on the job functions performed by the employees to whom the stock options were granted, or the restricted stock units werestock-based compensation is awarded. Stock-based compensation cost capitalized in inventory was $0.2 million in 2017, and was $0.4 million in both 2016 and 2015, respectively.immaterial for all periods presented.


The following table summarizes the Company’s unvested restricted stock unit activity for the year ended December 31, 2017:2021:
Shares
(in thousands)
Weighted-
Average
Price
Aggregate
Intrinsic
Value *
(in thousands)
Unvested Restricted Stock Units (RSUs)
Outstanding at January 1, 2021351 $66.13 $33,188 
Awarded168 93.26 
Vested(162)60.30 
Forfeited(13)81.50 
Outstanding at December 31, 2021344 $81.33 $47,721 
Outstanding and expected to vest at December 31, 2021474 $78.45 $65,984 

Shares
(in thousands)
 Weighted-
Average
Price
 Aggregate
Intrinsic
Value *
(in thousands)
Unvested Restricted Stock Units (RSUs)  
Outstanding at January 1, 2017615
 $31.81
 $26,915
Awarded589
 38.79
 

Vested(336) 32.85
 

Forfeited(172) 35.96
 

Outstanding at December 31, 2017696
 $35.34
 $39,976
Outstanding and expected to vest at December 31, 2017690
 $35.33
 $39,609


*The intrinsic value for outstanding and expected to vest is calculated using the closing price per share of $57.41,$139.07, as reported by the New York Stock Exchange on December 31, 2017.2021.
 


On February 4, 2017, 579,139During the year ended December 31, 2021, the Company granted 161,643 RSUs were awardedand PSUs to the Company'sCompany’s employees, including officers at an estimated weighted average fair value of $38.74$100.93 per share, based on the closing price on February 3, 2017 of $43.42 per share and adjusted(adjusted for certain market factors and to a lesser extent,primarily the present value of dividends. On May 16, 2017, 10,066 RSUs were awarded to eachdividends) of the Company’s seven non-employee directors at an estimated fair valuecommon stock on the grant date. The RSUs and PSUs granted to the Company’s employees may be time-based, performance-based or time- and performance-based. Certain of $41.52 per sharethe 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. These awards cliff vest after three years. In addition, these same officers and key employees also receive time-based RSUs, which vest pursuant to a three-year graded vesting schedule. Time- and performance based RSUs granted to the Company’s employees excluding officers and certain key employees, vest ratably over the four year life of the award and through 2019, required the underlying shares of the Company's common stock to be subject to a performance-based adjustment during the first year and starting in 2020, were time-based awards which vest ratable over the four year life of the award.

The Company’s 7 non-employee directors are entitled to receive approximately $690 thousand 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 May and June 2021, the Company granted 6,601 shares of the Company's common stock to the non-employee directors, based on the average closing price on May 15, 2017, which RSUs vested fully on the date of the grant.$100.33 per share and recognized total expense of $756 thousand.


The total intrinsic value of RSUs vested during the years ended December 31, 2017, 20162021, 2020 and 20152019 was $14.7$15.7 million, $10.8$21.9 million and $10.3$16.7 million, respectively, based on the market value on the awardvest date.
No stock options were granted under the 2011 Plan in 2015, 2016 or 2017.

The following table summarizes the Company’s stock option activity for the year ended December 31, 2017:

Shares
(in thousands)
 Weighted-
Average
Exercise
Price
 Weighted-
Average
Remaining
Contractual
Life
 Aggregate
Intrinsic
Value*
(in thousands)
Non-Qualified Stock Options   
Outstanding at January 1, 2017251
 $29.66
 1.1 $3,538
Exercised(223) $29.66
    
Forfeited
 $
    
Outstanding and exercisable at December 31, 201728
 $29.66
 0.1 $780

 * The intrinsic value as of December 31, 2017 represents the amount by which the fair market value of the underlying common stock exceeds the exercise price of the option, and is calculated using the closing price per share of $57.41, as reported by the New York Stock Exchange on December 31, 2017.
The total intrinsic value of stock options exercised during each of the three years ended December 31, 2017, 2016 and 2015, was $4.6 million, $3.1 million and $2.4 million, respectively.


As of December 31, 2017, there2021, the Company’s aggregate unamortized stock compensation expense was $10.2approximately $17.3 million, total unrecognized compensation cost related to unvested stock-based compensation arrangements under the 2011 Plan for awards made through December 31, 2017, which is expected to be recognized in expense over a weighted-average period of 1.8approximately 2.2 years.


On February 15, 2018, approximately 186 thousand RSUs were awarded to the Company's employees, including officers. The Company's closing price of its stock was $57.16 on February 14, 2018. The fair value of the awards has not yet been determined, but the Company expects it will be less after adjustment for expected dividends the RSUs do not participate in.
54



Stock Bonus Plan


The Company also maintains a stock bonus plan, the Simpson Manufacturing Co., Inc. 1994 Employee Stock Bonus Plan (the “Stock Bonus Plan”), whereby it awards shares of the Company’s common stock to employees, who do not otherwise participate in any of the Company’s equity-based incentive plans and meet minimum service requirements as determined by the Committee. The number of shares awarded, as well as the required period of service, is determined by the Committee.requirements. Shares have generally been issuedawarded under the Stock Bonus Plan following the year in which the respective employee reached his or her tenth, twentieth, thirtieth, fortieth or fiftieth anniversary of employment with the Company or any direct or indirect subsidiary thereof.

The Company committed to issuing 12 thousandawarded shares for 2017, (8,100 shares to be issuedservice through 2021, 2020, and 3,900 shares of which are expected to be settled in cash for the Company's foreign employees). In 2016 and 2015, the Company issued 12 thousand and 10 thousand shares, respectively. 2019 as shown below:
December 31,
202120202019
Shares issued6,900 7,400 4,000 
Shares settled with cash (foreign employees)6,500 5,200 3,000 
Total award13,400 12,600 7,000 

As a result, we recorded pre-tax compensation charges of $1.7 million, $1.2 million, and $0.8 million and $0.7 million for each of the years ended December 31, 2017, 20162021, 2020, and 2015,2019, respectively. Employees are also awardedThese charges include cash bonuses as included in these charges, to compensate employees for income taxes payable as a result of the stock bonuses.




3.Trade Accounts Receivable, net

6.    Trade Accounts Receivable, net

Trade accounts receivable consisted of the following:
 December 31,
 (in thousands)
2017 2016
Trade accounts receivable$139,910
 $116,368
Allowance for doubtful accounts(996) (895)
Allowance for sales discounts(2,956) (3,050)
 $135,958
 $112,423
 December 31,
 (in thousands)
20212020
Trade accounts receivable$237,312 $170,001 
Allowance for doubtful accounts(1,932)(2,110)
Allowance for sales discounts(4,359)(2,763)
 $231,021 $165,128 
 
The Company sells products on credit and generally does not require collateral.

7.Inventories

4.Inventories
 
The components of inventories consistedare as follows:

 December 31,
 (in thousands) 
20212020
Raw materials$191,174 $95,777 
In-process products30,309 21,803 
Finished products222,273 166,162 
 $443,756 $283,742 

8. Derivative Instruments

The Company transacts business in various foreign countries and may therefore be exposed to foreign currency exchange rate risk. The Company has established risk management programs to protect against volatility in the value of non-functional future cash flows caused by changes in foreign currency exchange rates and tries to maintain a partial or fully hedged position for certain transaction exposures when management considers appropriate. The Company enters into short-term foreign currency derivatives contracts, namely forward contracts, to hedge only those currency exposures associated with cash flows denominated in non-functional currencies. Gains and losses on the Company's derivative contracts are designed to offset losses and gains on the transactions hedged, and accordingly, generally do not subject the Company to risk of significant accounting losses. The Company hedges committed exposures and does not engage in speculative transactions. The credit risk of these
55



derivative contracts is minimized since the contracts are with a large financial institution, and accordingly, fair value adjustments related to the credit risk of the following:counterparty financial institution are not material.


The Company sources certain materials for its concrete products from a wholly owned subsidiary in China, and as a result is exposed to variability in cash outflows associated with changes in the foreign exchange rate between the U.S. Dollar and the Chinese Yuan (CNY). As of December 31, 2021, the Company had no outstanding foreign currency derivative contracts.

Net deferred gains and losses on these contracts relating to changes in fair value are included in accumulated other comprehensive income or loss ("OCI"), a component of shareholders' equity in the consolidated balance sheets, and are reclassified into the line item in the consolidated statement of income in which the hedged items are recorded in the same period the hedged item affects earnings. For the year ended December 31, 2021, the Company recognized gains of $0.6 million, as a reduction of cost of sales. Changes in fair value of any forward contracts that are determined to be ineffective are immediately reclassified from OCI into earnings. The amounts deferred in OCI are expected to be recognized as a component of cost of sales in the consolidated statement of operations during 2022. There were no amounts recognized due to ineffectiveness during the year ended December 31, 2021.

9. Property, Plant and Equipment, net
 December 31,
 (in thousands) 
2017 2016
Raw materials$91,022
 $86,524
In-process products26,849
 20,902
Finished products135,125
 124,848
 $252,996
 $232,274


5.Property, Plant and Equipment, net
 
Property, plant and equipment consisted of the following:
December 31, December 31,
(in thousands)
2017 2016
(in thousands)
20212020
Land$33,087
 $32,127
Land$28,175 $28,553 
Buildings and site improvements212,817
 183,882
Buildings and site improvements202,393 203,421 
Leasehold improvements4,684
 5,550
Leasehold improvements5,995 7,091 
Machinery and equipment300,334
 248,861
Machinery and equipment399,079 372,923 
550,922
 470,420
635,642 611,988 
Less accumulated depreciation and amortization(299,907) (273,302)Less accumulated depreciation and amortization(402,246)(377,460)
251,015
 197,118
233,396 234,528 
Capital projects in progress22,005
 35,692
Capital projects in progress26,473 20,656 
$273,020
 $232,810
$259,869 $255,184 
 
Included in property,Property, plant and equipment atas of December 31, 20172021 and 2016, are2020, includes fully depreciated assets with an original cost of $189.9$234.0 million and $166.7$200.5 million, respectively. These fully depreciated assetsrespectively, which are still in use in the Company’s operations.

The Company capitalizes certain development costs associated with internal use software, including externalthe direct costs of materials and services provided by third-party consultants and payroll costs for internal employees, devoting time toboth of which are performing development and implementation activities on a software project. As of December 31, 20172021 and 2016, depreciable2020, the Company had capitalized software development costs were $20.5net of accumulated amortization of $30.2 million and $4.6$29.4 million, respectively, included in Machinery and equipment and as of December 31, 2021 and 2020, $4.8 million and $5.5 million, respectively, was included in capital projects in progress at December 31, 2017 and 2016, were software in development costs of $12.2 million and $13.5 million, respectively. The approximate $29.0 million increase in buildings and site improvements was primarily related to $21.2 million improvement costs associated with the manufacturing facility in West Chicago and the expansion of the McKinney facility.progress.




Depreciation expense, including depreciation of equipment and amortization of internally developed software and software acquired through capital lease arrangements, was $27.3$36.1 million, $21.6$32.1 million and $20.4$32.6 million for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively.



56


6. Equity Investments

10. Goodwill and Intangible Assets
Goodwill
The annual changes in the carrying amount of goodwill, by segment, as of December 31, 2020 and 2021, were as follows, respectively:
(in thousands)North
America
EuropeAsia
Pacific
Total
Balance as of January 1, 2020$96,244 $34,300 $1,335 $131,879 
Goodwill acquired— 106 — 106 
Foreign exchange67 3,661 139 3,867 
Reclassifications— (8)(8)
Balance as of December 31, 202096,311 38,059 1,474 135,844 
Foreign exchange(4)(1,622)(90)(1,716)
Reclassifications— (106)— (106)
Balance as of December 31, 2021$96,307 $36,331 $1,384 $134,022 

Goodwill Impairment Testing
The Company tests goodwill for impairment at the reporting unit level on an annual basis (in the fourth quarter). Our goodwill balance is not amortized to expense, and we may assess qualitative factors and quantitative factors to determine whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount as a basis for determining whether it is necessary to complete quantitative impairment assessments. The reporting unit level is generally one level below the operating segment, which is at the country level, except for the U.S., Australia and S&P Clever reporting units.

The Company determined that the U.S. reporting unit includes four components: Northwest United States, Southwest United States, Northeast United States and Southeast United States. The Australia reporting unit includes two components: Australia and New Zealand. The S&P Clever reporting unit includes multiple European countries that are evaluated as one reporting unit. For each of these reporting units, the Company aggregated the components because management concluded that they are economically similar and that the goodwill is recoverable from these components working in concert.

We evaluate the recoverability of goodwill in accordance with Accounting Standard Codification (“ASC”) Topic 350, “Intangibles - Goodwill and Other. In addition, the Company prospectively adopted as part of its review in 2018 the Financial Accounting Standard Board (FASB) issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.

We assessed the qualitative factors related to the goodwill of the reporting units to determine whether it is necessary to perform an impairment test. We also considered quantitative factors due to the effects of the COVID-19 pandemic. If the Company judges that it is more likely than not that the fair value of the reporting unit is greater than the carrying amount, including goodwill, no further testing is required. This assessment method was utilized in our 2020 annual goodwill impairment test.

In December 2016,2021, the Company applied the ("Step 1") approach where the Company compares the fair value of the reporting unit to its carrying value. The fair value calculation uses both the income approach (discounted cash flow method) and the market approach, equally weighted. If the Company determines that the carrying value of the net assets assigned to the reporting unit, including goodwill, exceeds the fair value of the reporting unit, no further action taken. If the Company determines that the carrying value of a reporting unit’s goodwill exceeds its implied fair value, the Company would record an impairment charge equal to the difference between the implied fair value of the goodwill and the carrying value.

The 2021 and 2020 annual testing of goodwill for impairment did not result in impairment charges. "See Item 7 - Critical Accounting Policies and Estimates -Goodwill and Other Intangible Assets".
Amortizable Intangible Assets
Intangible assets from acquired businesses or asset purchases are recognized at their estimated fair values on the date of acquisition and consist of patents, unpatented technology, non-compete agreements, trademarks, customer relationships and other intangible assets. Finite-lived intangibles are amortized to expense over the applicable useful lives, ranging from three to twenty-one years, based on the nature of the asset and the underlying pattern of economic benefit as reflected by future net cash inflows. The Company performs an impairment test of finite-lived intangibles whenever events or changes in circumstances indicate their carrying value may be impaired.
57



The total gross carrying amount and accumulated amortization of definite-lived intangible assets at December 31, 2021 was $73.0 million and $46.7 million, respectively. The aggregate amount of amortization expense of intangible assets for the years ended December 31, 2021, 2020 and 2019 was $6.4 million $6.1 million and $5.5 million, respectively. The weighted-average remaining amortization period for all amortizable intangibles on a 25.0% equity interestcombined basis is 8.0 years.

The annual changes in Ruby Sketch Pty Ltd. (“Ruby Sketch”), an Australian proprietary limited company,the carrying amounts of patents, unpatented technologies, customer relationships and non-compete agreements and other intangible assets subject to amortization for $2.5the years ended December 31, 2021 and 2020 were as follows:
(in thousands)Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Patents
Balance at January 1, 2020$4,659 $(561)$4,098 
Purchases40 — 40 
Amortization— (373)(373)
Balance at December 31, 20204,699 (934)3,765 
Purchases6,074 — 6,074 
Amortization— (428)(428)
Balance at December 31, 2021$10,773 $(1,362)$9,411 
(in thousands)Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Unpatented Technology
Balance at January 1, 2020$21,616 $(14,361)$7,255 
Amortization— (2,131)(2,131)
Foreign exchange488 — 488 
Balance at December 31, 202022,104 (16,492)5,612 
Amortization— (2,174)(2,174)
Reclassifications348 — 348 
Foreign exchange(49)— (49)
Balance at December 31, 2021$22,403 $(18,666)$3,737 

(in thousands)Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Non-Compete Agreements,
Trademarks and Other
Balance at January 1, 2020$14,703 $(5,529)$9,174 
Purchases6,700 6,700 
Amortization— (2,195)(2,195)
Foreign exchange179 — 179 
Balance at December 31, 202021,582 (7,724)13,858 
Amortization— (2,631)(2,631)
Foreign exchange(148)— (148)
Balance at December 31, 2021$21,434 $(10,355)$11,079 
58



(in thousands)Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Customer Relationships
Balance at January 1, 2020$17,660 $(13,732)$3,928 
Acquisition290 — 290 
Amortization— (1,443)(1,443)
Foreign exchange173 — 173 
Balance at December 31, 202018,123 (15,175)2,948 
Disposal(217)— (217)
Amortization— (1,186)(1,186)
Foreign exchange(117)— (117)
Balance at December 31, 2021$17,789 $(16,361)$1,428 

As of December 31, 2021, estimated future amortization of intangible assets was as follows:
(in thousands)
2022$4,767 
20233,807 
20242,859 
20252,612 
20261,884 
Thereafter9,724 
$25,653 
Indefinite-Lived Intangible Assets

As of December 31, 2021, the only indefinite-lived intangible asset was a trade name in the amount of $0.6 million.

Definite-lived and indefinite-lived assets, net, by segment as of December 31, 2021 and 2020 were as follows: 
 December 31, 2020
 Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
(in thousands)
Total Intangible Assets
North America$40,786 $(22,697)$18,089 
Europe26,341 (17,630)8,711 
Total$67,127 $(40,327)$26,800 

 At December 31, 2021
 Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
(in thousands)
Total Intangible Assets
North America$46,643 $(26,346)$20,297 
Europe26,371 (20,399)5,972 
Total$73,014 $(46,745)$26,269 

11.    Leases

The Company has accountedoperating leases for its ownership interestcertain facilities, equipment and automobiles. The existing operating leases expire at various dates through 2026, 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 equity accounting methodCompany's incremental borrowing rate. The Company measured the right-of-use ("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.
59




The following table provides a summary of leases included on the consolidated balance sheets as of December 31, 2021 and recognized Ruby Sketch investment2020, and consolidated statements of earnings and comprehensive income, and consolidated statements of cash flows for the year ended December 31, 2021 and 2020:
Consolidated Balance Sheets Line ItemAt December 31,
20212020
(in thousands)
Operating leases
Assets
Operating leasesOperating lease right-of-use assets$45,438 $45,792 
Liabilities
Operating-currentAccrued expenses and other current liabilities$8,769 $9,143 
Operating-noncurrentOperating lease liabilities37,091 37,199 
Total operating lease liabilities$45,860 $46,342 
Finance leases
Assets
Property and equipment, grossProperty, plant and equipment, net$3,569 $3,569 
Accumulated amortizationProperty, plant and equipment, net(3,416)(3,112)
Property and equipment, netProperty, plant and equipment, net$153 $457 
Liabilities
Other current liabilitiesAccrued expenses and other current liabilities0$384 
   Total finance lease liabilities$$384 

The components of lease expense were as follows:
Consolidated Statements of Operations Line ItemYears Ended
 December 31,
(in thousands)20212020
Operating lease costGeneral administrative expenses and
cost of sales
$11,704 $9,804 
Finance lease cost:
   Amortization of right-of-use assetsGeneral administrative expenses$324 $864 
   Interest on lease liabilitiesInterest expense, net30 
Total finance lease cost$326 $894 

Other information

Supplemental cash flow information related to leases is as follows:
Years Ended
 December 31,
(in thousands)20212020
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows for operating leases$11,443 $9,306 
   Finance cash flows for finance leases$437 $1,160 
Operating right-of-use assets obtained in exchange for new lease liabilities
   Operating leases$11,530 $20,308 
60



The following is a schedule, by years, of maturities for lease liabilities as of December 31, 2021:
(in thousands)Operating Leases
2022$10,887 
20238,579 
20246,821 
20255,861 
20264,994 
Thereafter16,279 
Total lease payments53,421 
Less: Present value discount(7,561)
     Total lease liabilities$45,860 

The following table summarizes the Company’s lease terms and discount rates as of December 31, 2021:
Years Ended
 December 31,
20212020
Weighted-average remaining lease terms (in years):
Operating leases6.887.27
Finance leases0.000.42
Weighted-average discount rate:
Operating leases5.22 %5.29 %
Finance leases— %3.3 %

12. Accrued Liabilities and Other Current Liabilities
Accrued liabilities and other current liabilities consisted of the following:
 December 31,
(in thousands)20212020
Labor related liabilities$46,821 $41,188 
Sales incentives & advertising allowances63,702 42,783 
Accrued cash profit sharing and commissions24,178 15,693 
Sales tax payable and other20,822 16,832 
Dividends payable10,806 9,999 
Accrued profit sharing trust contributions12,289 10,152 
Operating lease - current portion8,769 9,143 
$187,387 $145,790 


13.Debt
In July 2021, the Company entered into a fourth amendment to the unsecured credit agreement dated July 27, 2012 with Wells Fargo Bank, National Association, and certain other institutional lenders that provides for a $300.0 million unsecured revolving credit facility (“Credit Facility”). The Amendment extends the term of the Credit Agreement from July 23, 2022, to July 12, 2026. The Company is required to pay an asset at cost. The investment will fluctuate in future periodsannual facility fee of 0.10 to 0.25 percent on the available commitments under the Credit Agreement, regardless of usage, with the applicable fee determined on a quarterly basis based on the Company’s allocable share of earnings or losses from the investment whichleverage ratio. The fee is recognized through earnings.

Ruby Sketch develops software that assists in designing residential structures, primarily used in Australia and potentially for the North America market. The Company’s future relationship with Ruby Sketch also could potentially include the specification of the Company’s products in Ruby Sketch's software. The Company has no obligation to make any additional capital contributions to Ruby Sketch.


7. Accrued Liabilities
Accrued liabilities consisted of the following:
 December 31,
(in thousands)2017 2016
Sales incentive and advertising accruals$31,143
 $25,761
Vacation liability8,993
 7,432
Dividend payable9,954
 8,535
Labor related liabilities16,970
 8,431
Sales taxes payable and other17,144
 10,318

$84,204
 $60,477

8.Debt
The Company has revolving lines of credit with various banksincluded within other expense in the United States and Europe. Total available credit at December 31, 2017 was $304.2 million including revolving credit lines and an irrevocable standby letterCompany's condensed consolidated statement of credit in support of various insurance deductibles.operations.

The Company’s primary credit facility is a revolving line of credit with $300.0 million in available credit, which expires on July 23, 2021. Amounts borrowed under this credit facility willthe Credit Agreement bear interest at an annual rate equal to either, at the Company’s option, (a) the rate for Eurocurrency deposits for the corresponding deposits of U.S. dollars as published by the ICE Benchmark
61



Administration Limited, a United States dollars appearing on Reuters LIBOR1screen pageKingdom company, or a comparable or successor quoting service approved by the Administrative Agent (the “LIBOR Rate”), adjusted for any reserve requirement in effect, plus a spread of 0.60%from 0.65 to 1.45%,1.50 percent, as determined on a quarterly basis based on the Company’s leverage ratio, (at December 31, 2017, the LIBOR Rate was 1.49%, or (b) a base rate, plus a spread of 0.00%0.00 to 0.45%,0.50 percent, as determined on a quarterly basis based on the Company’s leverage ratio. In no event shall the LIBOR Rate be less than 0.50 percent. The base rate is defined in a manner such that it will not be less than the LIBOR Rate. The Company will pay fees for standby letters of credit at an annual rate equal to the LIBOR Rate plus the applicable spread described above,in the preceding clause (a), and will pay market-based fees for commercial letters of credit. The Company is requiredspread applicable to pay an annual facility fee of 0.15% to 0.30%a particular LIBOR Rate loan or base rate loan depends on the consolidated leverage ratio of the available commitmentsCompany and its subsidiaries at the time the loan is made. Loans outstanding under the credit agreement, regardlessCredit Agreement may be prepaid at any time without penalty except for LIBOR Rate breakage costs and expenses.

As of usage, with the applicable fee determined on a quarterly basis based on the Company’s leverage ratio.
InDecember 31, 2021, in addition to the $300.0 million credit facility,Credit Facility, certain of the Company’s borrowing capacity under otherdomestic subsidiaries are guarantors for a credit agreement between certain of its foreign subsidiaries and institutional lenders. Together, all of its credit facilities provide the Company with a total of $304.4 million in revolving credit lines totaled $4.0 million at December 31, 2017. The other revolvingand an irrevocable standby letter of credit lines charge interest ranging from 0.47% to 8.50% and have maturity dates from March 2017 to December 2018. The Company had no outstanding balance on anyin support of its revolving credit lines at December 31, 2017 and 2016, respectively.various insurance deductibles.

The Company and its subsidiaries are required to comply with various affirmative and negative covenants. The covenants include provisions that would limit the availability of funds as a result of a material adverse change to the Company’s financial position or results of operations. The Company was in compliance with its financial covenants under the loan agreement as of December 31, 2017.2021.



The Company incurs interest costs, which include interest, maintenance fees and bank charges. The amount of costs incurred, capitalized, and expensed for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, consisted of the following:
 Years Ended December 31,
202120202019
Interest costs incurred$1,424 $2,796 $2,172 
Less: Interest capitalized(574)(512)(144)
Interest expense$850 $2,284 $2,028 

 Years Ended December 31,
 2017 2016 2015
Interest costs incurred$1,249
 $1,167
 $1,133
Less: Interest capitalized(72) (20) (136)
Interest expense$1,177
 $1,147
 $997

Capital Lease Obligations

The Company entered into two four-year lease agreements for certain office equipment with Cisco Systems Capital Corporation for a total of approximately $4.4 million, which was recorded in fixed assets as capital lease obligations. These capital lease obligations are included in current liabilities and other long-term liabilities in the accompanying condensed consolidated balance sheets. The interest rates for these two capital leases are 2.89% and 3.50%, respectively, and the two leases will mature in May 2021 and July 2021, respectively.

As of December 31, 2017, the current portion of the outstanding liability for the leased equipment was approximately $1.1 million and the long-term portion was approximately $2.6 million.

9.14. Commitments and Contingencies
Leases
Certain properties occupied by the Company are leased. The leases expire at various dates through 2026 and generally require the Company to assume the obligations for insurance, property taxes and maintenance of the facilities.
Rental expense for 2017, 2016 and 2015 with respect to all leased property was approximately $6.4 million, $5.9 million and $6.6 million, respectively.
At December 31, 2017, minimum rental commitments under all non-cancelable leases were as follows:
(in thousands)
2018$6,923
20195,787
20204,472
20213,376
20222,270
Thereafter2,339
Total$25,167
Some of these minimum rental commitments contain renewal options and provide for periodic rental adjustments based on changes in the consumer price index or current market rental rates. Other rental commitments provide options to cancel early without penalty. Future minimum rental payments, under the earliest cancellation options, are included in minimum rental commitments in the table above.

Other Contractual Obligations
 
Purchase Obligations

In addition to the debt and lease obligations consistdescribed elsewhere in the footnotes, the Company has certain purchase obligations in the ordinary course of commitmentsbusiness. These purchase obligations are primarily related to the acquisition, construction or expansion of facilities and equipment, consulting agreements, and minimum purchase quantities of certain raw materials. The Company is not a party to any long-term supply contracts with respect to the purchase of raw materials or finished goods. As of December 31, 2021, these purchase obligations were $125.4 million, of which $85.9 million is payable in 2022 and the remainder over the following three years. Debt interest obligations include annual facility fees on the Company’s primary line-of-credit facility. Interest on line-of-credit facilities was estimated based on historical borrowings and repayment patterns.


Atfacility in the amount of $0.9 million at December 31, 2017, other contractual obligations were as follows:

(in thousands)
As of December 31, 2017Debt Interest Obligations Capital Lease ObligationsPurchase Obligations Total
2018$450
 $1,055
$42,833
 $44,338
2019450
 1,089
679
 2,218
2020450
 1,125
679
 2,254
2021250
 480
679
 1,409
2022
 
582
 582
Thereafter
 

 
Total$1,600
 $3,749
$45,452
 $50,801
2021.
 
Employee Relations
 
As of December 31, 2017,2021, approximately 13%17% of the Company’sour employees are represented by labor unions and are covered by collective bargaining agreements. We have twoagreements in the U.S. The Company has two-facility locations with collective bargaining agreements covering tool and die craftsmen, maintenance workers, and sheet-metal workers. TheIn Stockton, California, two union contracts in Stockton, California will expire in JulySeptember 2023 and September 2019,June 2023, respectively. Moreover,Also, the Company has two contracts in San Bernardino County, will expire in June 2018 and February 2021, respectively. We have not begun negotiations to extend the sheetmetal workers union labor contractCalifornia that will expire in February 2025 and in June 2018.2022, respectively. Based on current information and subject to future events and circumstances, we believethe Company believes that, even if new agreements are not reached before the existing labor union contracts expire, it is not expected to have a material adverse effect on the Company'sCompany’s ability to provide products to customers or on the Company'sCompany’s profitability.


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
62



related claims andassessments 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 enbrittlement,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.


Gentry Homes, Ltd. v. Simpson Strong-Tie Company Inc., et al., Case No. 17-cv-00566, was filed in a federal district court in Hawaii against Simpson Strong-Tie Company Inc. and the Company on November 20, 2017. The Gentry caseCase is a product of a previous state court class action, Nishimura v. Gentry Homes, Ltd., et al., Civil No. 11-1-1522-07, which is now closed. The Nishimura case concerned alleged corrosion of the Company’s galvanized “hurricane straps” and mudsill anchor products used in a residential project in the Ewa by Gentry,District of Honolulu, Hawaii. In the Nishimura case, the plaintiff homeowners and the developer,Hawaii by Gentry Homes, Ltd. (“Gentry”("Gentry"), arbitrated their dispute and agreed on a settlement in the amount of approximately $90 million.. In the subsequent Gentry case, Case, Gentry alleges breach of warranty and negligent misrepresentation by the Company related to its “hurricane strap” and mudsill anchor products, and demands general, special, and consequential damages fromproducts. The Gentry Case was resolved pursuant to a written settlement agreement ("Settlement") without adjudication or any admission of liability by the Company in an amount toCompany. The Settlement may not be proven at trial. Gentry also seeks pre-judgment and post-judgment interest, attorneys’ fees and costs, and other relief.used as evidence of liability against the party. The case was dismissed with prejudice on January 4, 2022. The Company admitsincurred no uninsured liability and will vigorously defend the claims brought against it. At this time, the Company cannot reasonably ascertain the likelihood that it will be found responsible for substantial damages to Gentry. Based on the facts currently


known, and subject to future events and circumstances, the Company believes that all or part of the claims brought against it in the Gentry case may be covered by its insurance policies.

Charles Vitale, et al. v. D.R. Horton, Inc. and D.R. Horton-Schuler Homes, LLC, Civil No. 15-1-1347-07, a putative class action lawsuit, was filed in the Hawaii First Circuit on July 13, 2015, in which the plaintiff homeowners allege that all homes built by D.R Horton/D.R. Horton-Schuler Homes (collectively, “Horton Homes”) in the State of Hawaii have strap-tie holdowns that are suffering premature corrosion. The complaint alleges that various manufacturers make strap-tie holdowns that suffer from such corrosion, but does not identify the Company’s products specifically. The Company is not currently a party to the Vitale lawsuit, but the lawsuit in the future could potentially involve the Company’s strap-tie holdowns. If claims are asserted against the Company in the Vitale case, it will vigorously defend any such claims, whether brought by the plaintiff homeowners or by Horton Homes. Based on the facts currently known, and subject to future events and circumstances, the Company believes that all or part of any claims that any party might bring against it related to the Vitale case may be covered by its insurance policies.

Given the nature and the complexities involved in the Gentry and Vitale proceedings, the Company is unable to estimate reasonably the likelihood of possible loss or a range of possible loss until the Company knows, among other factors, (i) the specific claims brought against the Company and the legal theories on which they are based; (ii) what claims, if any, might be dismissed without trial; (iii) how the discovery process will affect the litigation; (iv) the settlement posture of the other parties to the litigation; (v) the damages to be proven at trial, particularly if the damages are not specified or are indeterminate; (vi) the extent to which the Company’s insurance policies will cover the claims or any part thereof, if at all; and (vii) any other factors that may have a material effect on the proceeding.


10.Income Taxes
On December 22, 2017, the Tax Reform Act was signed, which includes a broad range of tax reform proposals affecting businesses, including corporate tax rates, business deductions, and international tax provisions. Many of these provisions significantly differ from current U.S. tax law, resulting in financial reporting implications. Some of the changes include, but are not limited to, a U.S. corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the option to claim accelerated depreciation deductions, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings as of December 31, 2017.

While the Tax Reform Act provides for a territorial tax system, beginning in 2018, it includes two new U.S. tax base erosion provisions: the global intangible low-taxed income (“GILTI”) provisions and the base-erosion and anti-abuse tax (“BEAT”) provisions. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that either accounting for deferred taxes related to GILTI inclusions or to treat any taxes on GILTI inclusions as period cost are both acceptable methods subject to an accounting policy election. Effective the first quarter of 2018, the Company will elect to treat any potential GILTI inclusions as a period cost as we are not projecting any material impact from GILTI inclusions and any deferred taxes related to any inclusion would be immaterial.

The BEAT provisions in the Tax Reform Act eliminate the deduction of certain base-erosion payments made to related foreign corporations, and impose a minimum tax if greater than regular tax. The Company does not expect it will be subject to this tax and therefore has not included any tax impacts of BEAT in its consolidated financial statements for the year ended December 31, 2017. 

On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued by the SEC to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. In accordance with SAB 118, the Company has recorded provisional amounts for $2.8 million of deferred tax benefit recorded in connection with the re-measurement of deferred tax assets and liabilities and $3.8 million of current tax expense recorded in connection withGentry Case, or the transition tax on the mandatory deemed repatriation of foreign earnings. The Company considers these amounts to be reasonable estimates at December 31, 2017. Additional work is necessary to do a more detailed analysis of historical data as well as potential correlative adjustments. Any subsequent adjustment to these amounts will be recorded to current tax expense in 2018 when the analysis is complete.Settlement.



63



15. Income Taxes
The provision for income taxes from operations consisted of the following: 



Years Ended December 31, Years Ended December 31,
(in thousands)2017 2016 2015(in thousands)202120202019
Current

 

 

Current
Federal$36,077
 $39,649
 $29,684
Federal$65,861 $42,337 $28,314 
State6,357
 7,053
 5,001
State19,515 12,571 7,465 
Foreign3,068
 3,333
 3,568
Foreign7,641 4,478 6,039 
Deferred

 

 

Deferred0
Federal6,093
 260
 2,390
Federal802 2,330 3,329 
State544
 13
 753
State(169)598 805 
Foreign(338) (1,142) (605)Foreign(1,548)250 (1,577)

$51,801
 $49,166
 $40,791
$92,102 $62,564 $44,375 
 
Income and loss from operations before income taxes for the years ended December 31, 2017, 2016,2021, 2020, and 2015,2019, respectively, consisted of the following:

 Years Ended December 31,
 (in thousands) 
202120202019
Domestic$336,085 $238,320 $163,257 
Foreign22,464 11,244 15,100 
$358,549 $249,564 $178,357 
 Years Ended December 31,
 (in thousands) 
2017 2016 2015
Domestic$132,105
 $131,827
 $106,381
Foreign12,313
 7,073
 2,298

$144,418
 $138,900
 $108,679

As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act, the Company re-measured its ending net deferred tax liabilities at December 31, 2017 and recognized a provisional $2.8 million tax benefit for the year ended December 31, 2017.


At December 31, 2017,2021, the Company had $32.1$41.4 million of pre-tax loss carryforwards in various foreign taxing jurisdictions,jurisdictions. All of which $1.1 million will begin to expire between 2019 and 2024. The remainingthe tax losses can be carried forward indefinitely.


At December 31, 2017,2021, and 2016,2020, the Company had deferred taxhas valuation allowances of $11.1$12.0 million and $6.9$11.3 million, respectively. The valuation allowance increased $4.2$0.7 million and decreased $0.7$0.3 million for the years ended December 31, 20172021, and 2016,December 31, 2020, respectively. The increase in the 2021 valuation allowances was primarily the result of an impairment on a foreign equity investment. The decrease in the 2020 valuation allowances was primarily a result of the release of valuation allowance for foreign losses in 2017 was primarily due toSimpson Strong-Tie A/S, a subsidiary in Denmark.

As of December 31, 2021, the Company’s remaining foreign tax credits carryforward in the U.S. The Company concluded it is more likely than notasserts that these foreign tax credits will expire unrealized under the Tax Reform Act.

The Company has not historically recorded federal income taxes on theits accumulated undistributed earnings of itsgenerated by our foreign subsidiaries because such earnings are permanently reinvested and in the Company’s opinion, will continue to be reinvested indefinitely. The Tax Reform Act provided for a one-time transition tax on the mandatory deemed repatriation of foreign earnings through the year ended December 31, 2017. The Company has recorded a net $3.8 million tax liability based on undistributed foreign earnings of approximately $73.3 million, payable over eight years. The Company intends to limit any possible future distributions to earnings previously taxed in the U.S. As a result, the Companyas such, has not recognized a US deferred tax liability on its investment in foreign subsidiaries. Determination of the related amount of unrecognized deferred U.S. income taxes is not practicable because of the complexities associated with this hypothetical calculation.The Company will continue to assess its permanent reinvestment assertion on a quarterly basis.




Reconciliations between the statutory federal income tax rates and the Company’s effective income tax rates as a percentage of income before income taxes for its operations were as follows:

 Years Ended December 31,
 (in thousands) 
202120202019
Federal tax rate21.0 %21.0 %21.0 %
State taxes, net of federal benefit4.3 %4.2 %3.6 %
Change in valuation allowance— %0.1 %(0.1)%
True-up of prior year tax returns to tax provision(0.1)%(0.4)%(0.3)%
Difference between U.S. statutory and foreign local tax rates0.4 %0.4 %0.8 %
Change in uncertain tax position— %— %0.1 %
Other0.1 %(0.2)%(0.2)%
Effective income tax rate25.7 %25.1 %24.9 %
64



 Years Ended December 31,
 (in thousands) 
2017 2016 2015
Federal tax rate35.0 % 35.0 % 35.0 %
State taxes, net of federal benefit3.2 % 3.4 % 3.3 %
Tax benefit of domestic manufacturing deduction(2.0)% (2.5)% (2.3)%
Mandatory deemed repatriation of foreign earnings2.7 %  %  %
Change in U.S. tax rate applied to deferred taxes(1.9)%  %  %
Change in valuation allowance1.3 % (0.1)% 1.3 %
Difference between United States statutory and foreign local tax rates(0.8)% (0.3)% 0.2 %
Change in uncertain tax position % (0.2)% 0.3 %
Other(1.6)% 0.1 % (0.3)%
Effective income tax rate35.9 % 35.4 % 37.5 %


The tax effects of the significant temporary differences that constitute the deferred tax assets and liabilities at December 31, 20172021 and 2016,2020, respectively, were as follows:
 December 31,
 (in thousands)
20212020
Deferred asset taxes
State tax$1,490 $1,076 
Workers’ compensation892 883 
Health claims1,351 1,207 
Vacation liability376 374 
Allowance for doubtful accounts344 384 
Inventories7,497 6,108 
Sales incentive and advertising allowances1,777 1,086 
Lease obligations11,562 11,631 
Stock-based compensation2,612 2,148 
Unrealized foreign exchange gain or loss378 344 
Foreign tax credit carryforwards4,983 4,744 
Uncertain tax positions’ unrecognized tax benefits72 77 
Non-United States tax loss carry forward7,824 7,717 
Other940 — 
$42,098 $37,779 
  Less valuation allowances(11,992)(11,316)
  Total deferred asset taxes$30,106 $26,463 
Deferred tax liabilities
Depreciation$(14,999)$(12,933)
Goodwill and other intangibles amortization(16,682)(15,642)
Tax effect on cumulative translation adjustment(504)(568)
Right of use assets(11,453)(11,489)
Other— (247)
Total deferred tax liabilities(43,638)(40,879)
Total Deferred tax asset/(liability)$(13,532)$(14,416)

 December 31,
 (in thousands)
2017 2016
Deferred asset taxes

 

State tax$1,390
 $2,518
Workers’ compensation822
 1,381
Health claims487
 755
Vacation liability1,008
 1,485
Allowance for doubtful accounts104
 123
Inventories5,385
 6,833
Sales incentive and advertising allowances709
 1,126
Acquisition costs
 528
Unrealized foreign exchange gain or loss291
 678
Stock-based compensation2,967
 5,550
Foreign tax credit carryforwards4,453
 1,288
Uncertain tax positions’ unrecognized tax benefits31
 104
Foreign tax loss carry forward6,892
 6,841
Other1,291
 1,259
 $25,830
 $30,469
  Less valuation allowances(11,114) (6,868)
 14,716
 23,601
    
Deferred tax liabilities

 

Depreciation$(7,050) $(6,138)
Goodwill and other intangibles amortization(11,331) (14,126)
Tax effect on cumulative translation adjustment(487) (667)
Other
 (744)
 (18,868) (21,675)
    
Total Deferred tax$(4,152) $1,926




A reconciliation of the beginning and ending amounts of unrecognized tax benefits in 2017, 20162021, 2020 and 2015,2019, respectively, waswere as follows, including foreign translation amounts:

Reconciliation of Unrecognized Tax Benefits2017 2016 2015Reconciliation of Unrecognized Tax Benefits202120202019
Balance at January 1$1,119
 $1,107
 $1,307
Balance at January 1$1,168 $1,706 $1,757 
Additions based on tax positions related to prior years660
 204
 310
Additions based on tax positions related to prior years78 
Reductions based on tax positions related to prior years(1) 
 (514)Reductions based on tax positions related to prior years(47)(7)(30)
Additions for tax positions of the current year319
 155
 191
Additions for tax positions of the current year48 167 
Lapse of statute of limitations(202) (347) (187)Lapse of statute of limitations(189)(657)(196)
Balance at December 31$1,895
 $1,119
 $1,107
Balance at December 31$944 $1,168 $1,706 
 
Tax positions of $0, $0,$0.3, $0.3, and $0.2 million are included in the balance of unrecognized tax benefits at December 31, 2017, 2016,2021, 2020, and 2015,2019, respectively, which if recognized, would reduce the effective tax rate.


The Company recognizes accruedaccrues interest and penalties related to unrecognized tax benefits in income tax expense which is a continuation ofin accordance with the Company’s historical accounting policy. During the year ended December 31, 2017, accrued interest increased by $0.2 million2021, 2020 and during the years ended 2016 and 2015,2019, accrued interest decreased by $61$39 thousand and $30$108 thousand and $20 thousand, respectively. The Company had accrued $0.2 million for fiscal year ended 2021, $0.3 million for fiscal year ended 2020 and $0.4 million for each of the fiscal year ended 2017, and $0.2 million for the years ended 2016 and 2015,2019, for the potential payment of interest before income tax benefits. The Company does not expect any material changes in unrecognized tax benefits within the next 12 months.
65



 
At December 31, 2017,2021, the Company remained subject to United States federal income tax examinations in the U.S. for the tax years 20142018 through 2017.2021. In addition, the Company remained subjecttax years 2016 through 2021 remain open to state,examination in states, local and foreign income tax examinations primarily for the tax years 2012 through 2017.jurisdictions.



16. Retirement Plans
11.Retirement Plans
 
The Company has six defined contribution retirement plans covering substantially all salaried employees and nonunion hourly employees. On January 1, 2015, the Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Salaried Employees was amended, restated and superseded by theThe Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan (the “Restated Plan”"Plan"), covers U.S. employees and the Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Hourly Employees was merged with and incorporated into the Restated Plan. The Restated Plan, covering United States employees, provides for quarterly safe harbor contributions, limited to 3% of the employeesemployees' quarterly eligible compensation and for annual discretionary contributions, subject to certain limitations, but in no event are total contributions more than the amounts permitted under the Internal Revenue Code as deductible expense.limitations. The discretionary amounts for 20162021, 2020 and 20172019 were equal to 7% of qualifying salaries or wages of the covered employees. The other four5 defined contribution plans, covering the Company’s European and Canadian employees, require the Company to make contributions ranging from 3% to 15% of the employees’ compensation. The total cost for these retirement plans for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, was $14.2$20.7 million, $10.1$17.7 million, and $9.5$16.8 million, respectively.
 
We participate in various multiemployer benefit plans that cover some of our employees who are represented by labor unions. We make periodic contributions to these plans in accordance with the terms of applicable collective bargaining agreements and laws but do not sponsor or administer these plans. We do not participate in any multiemployer benefit plans for which we consider our contributions to be individually significant. If we were to otherwise withdraw from participation in any of these plans, the applicable law would require us to fund our allocable share of the unfunded vested benefits, which is known as a withdrawal liability. As of December 31, 2017,2021, we believe that there was no probable withdrawal liability under the multiemployer benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees.


Our total contribution to various industry-wide, union-sponsored pension funds and a statutorily required pension fund for employees in the U.S. and Europe were $4.0$5.0 million $3.1for the year ended December 31, 2021 and $5.1 million, and $2.5$4.5 million for the years ended December 31, 2017, 20162020 and 2015,2019, respectively.



17. Related Party Transactions
12.Related Party Transactions
 
During 2017,2021, the Company identified certain purchases of goods and services from companies where the Chief Executive Officer or a member of the Company’s own board of directors serveCompany serves as directorsa director on the respective companycompany's board providing the goods or services.


The Company also identified purchases of services from a company affiliated with an immediate family member of another of the Company’s own board of directors. The amount of goods and services purchased by the Company pursuant to these arrangements was not material to the Company’s consolidated statement of income and cash flows for the year ended December 31, 2017.2021.



18. Segment Information
13.Acquisitions and Dispositions

Under the business combinations topic of the FASB ASC 805, the Company accounts for acquisitions as business combinations and ascribes acquisition-date fair values to the acquired assets and assumed liabilities. Provisional fair value measurements are made at the time of the acquisitions. Adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date, as information necessary to complete the analysis is obtained. Fair value of intangible assets are generally based on Level 3 inputs.

CG Visions, Inc.

In January 2017, the Company acquired CG Visions, Inc. ("CG Visions"), an Indiana corporation for $20.8 million. CG Visions provides scalable technologies and services in building information modeling ("BIM") technologies, estimation tools and software solutions to a number of the top 100 mid-sized to large builders in the United States, which are expected to complement and support the Company's sales in North America. During the third quarter of 2017, the Company finalized its fair value measurement of assets acquired and liabilities assumed in this acquisition. CG Visions assets and liabilities included other current assets of $0.5 million, noncurrent assets of $20.4 million, current liabilities and contingent consideration of $1.1 million. Included in noncurrent assets was goodwill of $10.1 million, which was assigned to the North America segment, and intangible assets of $10.3 million, both of which are not subject to tax-deductible amortization. The estimated weighted-average amortization period for the intangible assets is 7 years.

Gbo Fastening Systems AB

In January 2017, the Company acquired Gbo Fastening Systems AB ("Gbo Fastening Systems"), a Sweden limited company, for $10.2 million. Gbo Fastening Systems manufactures and sells a complete line of CE-marked structural fasteners as well as fastener dimensioning software for wood construction applications, currently sold mostly in northern and eastern Europe, which are expected to complement the Company's line of wood construction products in Europe. The Gbo Fastening Systems acquisition result in a $6.3 million gain on bargain purchase of a business, which was included in the condensed consolidated statements of operation. Without speculating regarding the sellers' motivation, the Company does not know why Gbo Fastening Systems was sold below fair value, resulting in a nonrecurring bargain purchase gain for the Company.



The following table represents the final allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed in the Gbo Fastening Systems acquisition:

(In thousands)  
Assets*
Cash and cash equivalents$3,956
 Accounts receivable4,914
 Inventory13,591
 Other current assets760
 Noncurrent assets3,929
  27,150
   
LiabilitiesAccounts payable4,500
 Other current liabilities and long-term liabilities6,146
  10,646
   
Total net assets 16,504
 Gain on bargain purchase of a business, net of tax(6,336)
 Total purchase price10,168
*Intangible assets acquired were determined to have little to no value, thus were not recognized 

Multi Services Dêcoupe S.A.

In August 2016, the Company purchased all of the outstanding shares of Multi Services Dêcoupe S.A. ("MS Decoupe"), a Belgium public limited company, for $6.9 million. MS Decoupe primarily manufactures and distributes wood construction, plastic, and metal labeling products in Belgium and the Netherlands, including distributing the Company's products manufactured at the Company's production facility in France. With this acquisition, the Company could potentially offer the Belgium market a wider-range of its products, shorten delivery lead times, and expand the Company's sales presence into the Netherlands market. During the third quarter of 2017, the Company finalized its fair value measurement of assets acquired and liabilities assumed in this acquisition. MS Decoupe assets and liabilities included cash and cash equivalents of $1.4 million, other current assets of $1.6 million, noncurrent assets of $5.0 million, current liabilities of $0.6 million and noncurrent deferred income tax liabilities of $1.0 million. Included in noncurrent assets was goodwill of $1.4 million, which was assigned to the Europe segment, and intangible assets of $1.7 million, both of which are not subject to tax-deductible amortization. The estimated weighted-average amortization period for the intangible assets is 10 years.

Blue Heron Enterprises, LLC and Fox Chase Enterprises, LLC.

In December 2015, the Company purchased all of the business assets including intellectual property from Blue Heron Enterprises, LLC, and Fox Chase Enterprises, LLC (collectively, "EBTY"), both New Jersey limited liability companies, for $3.4 million in cash. EBTY manufactured and sold hidden deck clips using a patented design. EBTY's patented design complements the Company's line of hidden clips and fastener systems. The Company's measurement of assets acquired included goodwill of $2.0 million, which was assigned to the North America segment, and intangible assets of $1.1 million, both of which are subject to tax-deductible amortization. Net assets consisting of inventory and equipment accounted for the balance of the purchase price. The weighted-average amortization period for the intangible assets is 7 years.

The results of operations of the businesses acquired in 2015 through 2017 have been in the Company’s consolidated results of operations since the date of the acquisition. They were not material to the Company on an individual or aggregate basis, and accordingly, pro forma results of such operations have not been presented.

Sales of Gbo Poland and Gbo Romania

As a result of incompatibility with Simpson's market strategy, the Company completed the sale of all of its equity in Gbo Fastening Systems' Poland and Gbo Romania subsidiaries on September 29, 2017 and October 31, 2017, respectively, for approximately $10.2 million, resulting in a loss of $0.2 million which was presented in the accompanying condensed statements of operations.




14.Segment Information
 
The Company is organized into three3 reporting segments. The segments are defined by the regions where the Company’s products are manufactured, marketed and distributed to the Company’s customers. The three regional segments are the North America segment (comprising(comprised primarily of the Company'sCompany’s operations in the United StatesU.S. and Canada), the Europe segment and the Asia/Pacific segment (comprising(comprised of the Company’s operations in Asia, the South Pacific, South Africa and the Middle East). 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 column primarily includes expenses such as self-insured workers compensation claims for employees, of the Company’s venting business, which was sold in 2010, 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, such as rental income and depreciation expense on the Company’s property in Vacaville, California, which the Company has leased to a third party for a 10-year term expiring in August 2020.activities.
 
The following table shows certain measurements used by management to assess the performance of the segments described above as of December 31, 2017, 20162021, 2020 and 2015,2019, respectively:
 
66



(in thousands)
North
America
  Europe Asia/
Pacific
 Administrative
& All Other
  Total
(in thousands)
North
America
 EuropeAsia/
Pacific
Administrative
& All Other
 Total
2017 
20212021North
America
 EuropeAsia/
Pacific
Administrative
& All Other
 Total
Net sales$803,697
 $165,155
 $8,173
 $
 $977,025
Net sales
Sales to other segments *3,237
 959
 20,715
 
 24,911
Sales to other segments *2,237 5,696 27,109 — 35,042 
Income from operations132,890
 4,421
 1,179
 677
 139,167
Income from operations359,140 14,160 1,193 (6,700)367,793 
Depreciation and amortization25,745
 5,832
 1,246
 901
 33,724
Depreciation and amortization33,950 6,172 1,844 511 42,477 
Gain on bargain purchase of a business
 6,336
 
 
 6,336
Significant non-cash charges9,861
 1,509
 65
 2,473
 13,908
Significant non-cash charges8,173 1,943 166 7,607 17,889 
Provision for income taxes47,434
 2,124
 419
 1,824
 51,801
Provision for income taxes87,962 3,826 241 73 92,102 
Capital expenditures and business acquisitions, net of
cash acquired
70,040
 11,411
 4,511
 
 85,962
Capital expenditures, asset acquisition, and equity
investments, net of cash acquired
Capital expenditures, asset acquisition, and equity
investments, net of cash acquired
45,817 2,403 603 988 49,811 
Total assets953,033
 208,640
 26,820
 (150,970) 1,037,523
Total assets1,352,988 202,631 31,832 (103,326)1,484,125 


(in thousands)
North
America
  Europe 
Asia/
Pacific
 
Administrative
& All Other
  Total(in thousands) North
America
 EuropeAsia/
Pacific
Administrative
& All Other
 Total
2016 
20202020North
America
 EuropeAsia/
Pacific
Administrative
& All Other
 Total
Net sales$742,021
 $111,274
 $7,366
 $
 $860,661
Net sales
Sales to other segments *2,512
 570
 28,690
 
 31,772
Sales to other segments *2,554 5,576 25,320 — 33,450 
Income (loss) from operations137,311
 895
 2,140
 (869) 139,477
Income (loss) from operations249,252 8,396 308 (5,593)252,363 
Depreciation and amortization19,433
 5,809
 1,208
 1,477
 27,927
Depreciation and amortization30,218 5,856 1,709 984 38,767 
Significant non-cash charges9,124
 1,052
 113
 3,657
 13,946
Significant non-cash charges6,929 1,226 376 4,975 13,506 
Provision for income taxes45,547
 1,428
 721
 1,470
 49,166
Provision for income taxes58,201 3,817 613 (67)62,564 
Capital expenditures and business acquisitions, net of
cash acquired
37,652
 8,461
 1,250
 
 47,363
Capital expenditures, including purchases of
intangible assets, and business combination, net of
cash acquired
Capital expenditures, including purchases of
intangible assets, and business combination, net of
cash acquired
29,937 4,248 705 5,816 40,706 
Total assets853,826
 165,121
 25,118
 (64,091) 979,974
Total assets1,001,168 198,647 32,754 — 1,232,569 
 


(in thousands)
North
America
  Europe 
Asia/
Pacific
 
Administrative
& All Other
  Total(in thousands) North
America
 EuropeAsia/
Pacific
Administrative
& All Other
 Total
2015 
20192019North
America
 EuropeAsia/
Pacific
Administrative
& All Other
 Total
Net sales$676,618
 $108,068
 $9,373
 $
 $794,059
Net sales
Sales to other segments *2,857
 931
 20,496
 
 24,284
Sales to other segments *1,977 2,068 26,764 — 30,809 
Income (loss) from operations109,446
 3,795
 (3,445) (775) 109,021
Income (loss) from operations176,329 6,817 (731)(1,161)181,254 
Depreciation and amortization17,812
 5,773
 1,785
 1,451
 26,821
Depreciation and amortization30,652 5,457 1,698 595 38,402 
Significant non-cash charges8,221
 1,251
 131
 2,355
 11,958
Significant non-cash charges5,273 1,141 211 4,157 10,782 
Provision for (benefit from) income taxes36,999
 1,692
 581
 1,519
 40,791
Provision for income taxesProvision for income taxes40,452 1,934 577 1,412 44,375 
Capital expenditures and business acquisitions, net of
cash acquired
33,336
 4,177
 825
 27
 38,365
Capital expenditures and business acquisitions, net of
cash acquired
31,695 8,245 236 — 40,176 
Total assets748,241
 168,305
 24,366
 20,397
 961,309
Total assets1,269,545 169,785 30,055 (374,019)1,095,366 
 
 * Sales to other segments are eliminated onin consolidation.


Cash collected by the Company’s United StatesU.S. subsidiaries is routinely transferred into the Company’s cash management accounts, and therefore has been includedis in the total assets of “Administrative"Administrative & All Other." Cash and short-term investmentcash equivalent balances in “Administrative"Administrative & All Other”Other" were $80.2$223.5 million, $137.4$199.8 million and $164.1$161.4 million as of December 31, 2017, 20162021, 2020 and 2015,2019, respectively. As of December 31, 2017,2021, the Company had $86.5$75.8 million, or 51.3%25.2%, of its cash and cash equivalents held outside the United StatesU.S. in accounts belonging to the Company’s various foreign operating entities. The majority of this balance is held in foreign currencies and could be subject to additional taxation if it were repatriated to the United States.U.S.
 
The significant non-cash charges comprise compensation related to theequity awards under the Company'sCompany’s stock-based incentive plans and the Company'sCompany’s employee stock bonus plan. The Company’s measure of profit or loss for its reportable segments is income (loss) from operations. The reconciling amounts between consolidated income before tax and consolidated income from operations are net interest income (expense), loss in equity method investment,net and other, foreign exchange gain on bargain purchase(loss), certain legal and professional fees associated with the acquisition of a business,the Etanco Group, refer to Note 19 " Subsequent Events," and loss on disposal of a business. Interest income (expense) is primarily attributed to “Administrative & All Other.”

67



The following table shows the geographic distribution of the Company’s net sales and long-lived assets as of December 31, 2017, 20162021, 2020 and 2015,2019, respectively:
 2017 2016 2015
 (in thousands) 
Net
Sales
 Long-Lived
Assets
 Net
Sales
 Long-Lived
Assets
 Net
Sales
 Long-Lived
Assets
United States$758,181
 $223,184
 $702,071
 $192,787
 $639,443
 $171,367
Canada43,176
 4,650
 38,269
 4,473
 36,122
 4,275
United Kingdom23,157
 1,459
 20,905
 1,183
 22,924
 1,357
Germany21,821
 14,153
 20,751
 12,582
 19,974
 13,358
France36,677
 9,152
 33,062
 8,349
 31,147
 8,621
Poland20,409
 2,471
 6,633
 1,830
 6,417
 893
Sweden16,421
 1,068
 
 
 
 
Denmark14,723
 1,601
 15,728
 1,249
 14,987
 1,381
Norway12,902
 229
 
 
 
 
Switzerland5,593
 8,748
 6,549
 8,469
 5,538
 9,071
Australia5,501
 268
 4,741
 239
 3,121
 274
Belgium5,050
 2,065
 1,286
 1,798
 
 
The Netherlands4,834
 110
 4,909
 21
 4,773
 15
New Zealand2,604
 130
 2,474
 163
 2,154
 142
Chile2,314
 61
 1,572
 56
 902
 91
Other countries3,662
 12,710
 1,711
 7,471
 6,557
 8,241
 $977,025
 $282,059
 $860,661
 $240,670
 $794,059
 $219,086
 202120202019
 (in thousands) 
Net
Sales
Long-Lived
Assets
Net
Sales
Long-Lived
Assets
Net
Sales
Long-Lived
Assets
United States$1,287,085 $228,623 $1,045,509 $215,082 $921,703 $210,349 
Canada70,401 2,861 52,889 3,059 47,948 1,181 
United Kingdom37,408 1,851 24,290 2,073 26,376 1,683 
Germany29,970 9,999 24,069 11,163 22,357 10,529 
France50,445 5,988 40,672 7,095 39,969 7,010 
Poland13,909 2,496 11,648 2,779 11,826 2,770 
Sweden17,003 2,664 15,241 2,986 13,792 1,762 
Denmark13,964 2,281 11,931 2,445 10,761 2,235 
Norway12,736 — 11,138 — 11,238 — 
Switzerland5,928 6,784 5,246 8,172 5,600 7,781 
Australia8,120 201 5,749 134 4,939 110 
Belgium6,818 2,349 5,311 2,268 5,605 1,913 
The Netherlands4,834 39 4,526 61 4,019 93 
New Zealand5,160 160 3,593 167 3,606 166 
Chile5,455 31 3,493 49 3,198 28 
Other countries3,981 8,463 2,640 9,797 3,602 10,647 
 $1,573,217 $274,790 $1,267,945 $267,330 $1,136,539 $258,257 
 


Net sales and long-lived assets, net ofexcluding intangible assets, are attributable to the country where the sales or manufacturing operations are located.
 
The Company'sCompany’s wood construction products include connectors, truss plates, fastening systems, fasteners and pre-fabricated shearwalls and are used for connecting and strengthening wood-based construction primarily in the residential construction market. Its concrete construction products include adhesives, specialty chemicals, mechanical anchors, carbide drill bits, powder actuated tools and reinforcing fiber materials and are used for restoration, protection or strengthening concrete, masonry and steel construction in residential, industrial, commercial and infrastructure construction. The following table showshows the distribution of the Company’s net sales by product for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively:


(in thousands) 202120202019
Wood Construction$1,361,113 $1,082,877 $948,768 
Concrete Construction210,780 184,631 187,462 
Other1,324 437 309 
Total$1,573,217 $1,267,945 $1,136,539 
(in thousands) 2017 2016 2015
Wood Construction$833,200
 $732,414
 $674,274
Concrete Construction143,102
 128,247
 119,481
Other723
 
 304
Total$977,025
 $860,661
 $794,059


No customercustomers accounted for as much asat least 10% of net sales for the years ended December 31, 2017, 20162021, 2020 and 2015.2019.
 

15.19. Subsequent Events
Dividend Declaration

On January 29, 2018,20, 2022, the Company's Board of Directors declared a cash dividend of $0.21$0.25 per share of our common stock, estimated to be $9.8$10.8 million in total. The record date for the dividend will be April 5, 2018,7, 2022, and it will be paid on April 28, 2022.

Effective January 20, 2022, Mike Olosky, the Company’s Chief Operating Officer ("COO") was promoted to President and COO. Karen Colonias, who previously served as the Company’s President and Chief Executive Officer ("CEO") will continue to serve as CEO.

68



On January 26, 2018.

Share Repurchase

In February 2018,2022, the Company received 182,171 sharessigned a securities purchase agreement to acquire Etanco Group for a purchase price of its common stock pursuant$818 million(1) (€725 million). The acquisition is expected to the $50.0 million accelerated share repurchase program that it entered into with Wells Fargo in December 2017, which constituted the final delivery thereunder.close on April 1, 2022.




Footnotes


16.Selected Quarterly Financial Data (Unaudited)
The following table sets forth selected quarterly financial data for each of the quarters in 2017 and 2016, respectively:
(in thousands, except per share amounts)
 2017 2016
 Fourth
Quarter
 Third
Quarter
 Second
Quarter
 First
Quarter
 Fourth
Quarter
 Third
Quarter
 Second
Quarter
 First
Quarter
        
Net sales$231,681
 $262,476
 $263,002
 $219,866
 $200,192
 $230,974
 $229,973
 $199,523
Cost of sales128,983
 142,591
 139,477
 119,710
 105,226
 117,499
 118,486
 107,000
Gross profit102,698
 119,885
 123,525
 100,156
 94,966
 113,475
 111,487
 92,523
Research and development and other engineering12,565
 8,679
 13,264
 13,108
 12,441
 10,932
 11,452
 11,423
Selling28,753
 28,156
 28,511
 29,483
 24,030
 24,304
 24,822
 25,187
General and administrative36,688
 36,501
 36,563
 34,986
 32,376
 32,543
 34,945
 29,298
Gain (loss) on sale of assets(13) (147) 50
 (50) (17) (81) (656) (26)
Income from operations24,705
 46,696
 45,137
 22,629
 26,136
 45,777
 40,924
 26,641
Loss in equity method investment, before tax(33) (13) (12) (28) 
 
 
 
Interest (expense) income, net(104) (296) (199) (189) (177) (82) (83) (235)
Gain (adjustment) on bargain purchase of a business
 (2,052) 
 8,388
 
 
 
 
Gain (loss) on disposal of a business(654) 443
 
 
 
 
 
 
Provision for
  income taxes
10,829
 16,581
 16,712
 7,679
 8,565
 15,898
 14,640
 10,063
Net income$13,085
 $28,197
 $28,214
 $23,121
 $17,394
 $29,797
 $26,201
 $16,343
Earnings per share of common stock:

 

 

 0
  
  
  
  
Basic$0.28
 $0.60
 $0.59
 $0.49
 $0.37
 $0.62
 $0.54
 $0.34
Diluted0.27
 0.59
 0.59
 0.48
 0.36
 0.62
 0.54
 0.34
Cash dividends declared per
share of common stock
$
 $0.42
 $0.21
 $0.18
 $0.18
 $0.18
 $0.18
 $0.16
Basic earnings per share of common stock (“EPS”) for each of the quarters presented above is computed(1) Reflects EUR to USD exchange rate based on the weighted average numberbinding offer agreed upon as of shares of common stock outstanding during the quarter. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential shares of common stock outstanding during the quarter using the treasury stock method. Dilutive potential shares of common stock include outstanding stock options and stock awards. The sum of the quarterly basic and diluted EPS amounts may not necessarily be equal to the full-year basic and diluted EPS amounts.

December 22, 2021.





69



SCHEDULE II
 
Simpson Manufacturing Co., Inc. and Subsidiaries
 
VALUATION AND QUALIFYING ACCOUNTS
for the years ended December 31, 2017, 20162021, 2020 and 20152019
 
  Additions  
  ChargedCharged  
 Balance atto Coststo Other Balance
(in thousands)BeginningandAccounts — at End
Classificationof YearExpensesWrite-offsDeductionsof Year
Year to date December 31, 2021     
Allowance for doubtful accounts$2,110 $392 $570 $— $1,932 
Allowance for sales discounts4,566 2,659 — — 7,225 
Allowance for deferred tax assets11,316 1,763 — 1,088 11,991 
Year to date December 31, 2020     
Allowance for doubtful accounts1,935 (98)(273)— 2,110 
Allowance for sales discounts4,748 (182)— — 4,566 
Allowance for deferred tax assets11,617 1,166 — 1,467 11,316 
Year to date December 31, 2019     
Allowance for doubtful accounts1,364 977 406 — 1,935 
Allowance for sales discounts3,317 1,431 — — 4,748 
Allowance for deferred tax assets13,254 1,423 — 3,060 11,617 

70
Column AColumn B Column C Column D Column E
   Additions    
   Charged Charged    
 Balance at to��Costs to Other   Balance
(in thousands)Beginning and Accounts —   at End
Classificationof Year Expenses Write-offs Deductions of Year
Year to date December 31, 2017 
  
  
  
  
Allowance for doubtful accounts$895
 $66
 

 $(35) $996
Allowance for sales discounts3,050
 (94) 
 
 2,956
Allowance for deferred tax assets6,868
 5,765
 

 1,519
 11,114
Year to date December 31, 2016 
  
  
  
  
Allowance for doubtful accounts1,142
 (83) 
 164
 895
Allowance for sales discounts2,706
 344
 
 
 3,050
Allowance for deferred tax assets7,575
 358
 
 1,065
 6,868
Year to date December 31, 2015 
  
  
  
  
Allowance for doubtful accounts929
 440
 
 227
 1,142
Allowance for sales discounts2,089
 617
 
 
 2,706
Allowance for deferred tax assets6,754
 1,577
 
 756
 7,575





Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.


None.


Item 9A. Controls and Procedures.
 
Disclosure Controls and Procedures. As of December 31, 2017,2021, 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 (“CFO”(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.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 such as this Annual Report on Form 10-K, 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. Based on this evaluation, as of December 31, 2017, the Company's CEO and CFO have concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level.


Management’s Report on Internal Control over Financial Reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017, using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and concluded that the Company's internal control over financial reporting was effective as of December 31, 2017.

The Company’s management does not include Gbo Fastening Systems and CG Visions, wholly owned subsidiaries, in its assessment of internal control over financial reporting as of December 31, 2017, because they were acquired by the Company in purchase business combinations during 2017. The total assets of these acquisitions are 2.5% and 1.9%, respectively, and total revenues are 4.3% and 0.6%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2017

Grant Thornton LLP, an independent registered public accounting firm that audited the Company’s Consolidated Financial Statements, has also audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017, as stated in their report included in the Company's Consolidated Financial Statements.

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 December 31, 2017, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Disclosure Controls and Procedures and Internal Control over Financial Reporting.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 necessarily 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.


Management’s Report on Internal Control over Financial Reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021.

Grant Thornton LLP, an independent registered public accounting firm that audited the Company’s Consolidated Financial Statements, has also audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, as stated in their report included in the Company’s Consolidated Financial Statements.

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 December 31, 2021, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Item 9B. Other Information.
 
None.





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PART III
 
Item 10. Directors, Executive Officers and Corporate Governance.
 
The information required by this Item will be contained in the Company’s proxy statement for the 20182022 Annual Meeting of Stockholders to be held on Monday, April 24, 2018,Wednesday,May 4, 2022, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2017,2021, which information is incorporated herein by reference.
 
Item 11. Executive Compensation.
 
The information required by this Item will be contained in the Company’s proxy statement for the 20182022 Annual Meeting of Stockholders to be held on Monday, April 24, 2018,Wednesday,May 4, 2022, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2017,2021, which information is incorporated herein by reference.


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 
The information required by this Item will be contained in the Company’s proxy statement for the 20182022 Annual Meeting of Stockholders to be held on Monday, April 24, 2018,Wednesday,May 4, 2022, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2017,2021, which information is incorporated herein by reference.


Item 13. Certain Relationships and Related Transactions, and Director Independence.
 
The information required by this Item will be contained in the Company’s proxy statement for the 20182022 Annual Meeting of Stockholders to be held on Monday, April 24, 2018,Wednesday,May 4, 2022, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2017,2021, which information is incorporated herein by reference.


Item 14. Principal Accounting Fees and Services.
 
The information required by this Item will be contained in the Company’s proxy statement for the 20182022 Annual Meeting of Stockholders to be held on Monday, April 24, 2018,Wednesday,May 4, 2022, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2017,2021, which information is incorporated herein by reference.



PART IV
 
Item 15. Exhibits and Financial Statement Schedules.


(a)   The following documents are filed as part of this Annual Report on Form 10-K:


1.     Consolidated financial statements


The following consolidated financial statements are filed as a part of this report:


Reports of Independent Registered Public Accounting Firms


Consolidated Balance Sheets as of December 31, 20172021, and 20162020


Consolidated Statements of Operations for the years ended December 31, 2017, 20162021, 2020 and 20152019


Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 20162021, 2020 and 20152019


Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2017, 20162021, 2020 and 20152019


Consolidated Statements of Cash Flows for the years ended December 31, 2017, 20162021, 2020 and 20152019


Notes to Consolidated Financial Statements


2.     Financial Statement Schedules

72






The following consolidated financial statement schedule for each of the years in the three-year period ended December 31, 2017,2021, is filed as part of this Annual Report on Form 10-K:


Schedule II - Valuation and Qualifying Accounts-Years ended December 31, 2017, 20162021, 2020 and 20152019.


All other schedules have been omitted as the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and related notes thereto.


(b)   Exhibits


The following exhibits are either incorporated by reference into, or filed or furnished with, this Annual Report on Form 10-K, as indicated below.


3.1 Certificate of Incorporation of Simpson Manufacturing Co., Inc. is incorporated by reference to Exhibit 3.1 of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.


3.2



*Management contract or compensatory plan or arrangement.

3.3

4.1

10.1
    
10.2

10.3

10.4

10.5

10.6

10.2    Credit Agreement, dated as of July 27, 2012 (the “2012 Credit Agreement”), among Simpson Manufacturing Co., Inc., as Borrower, Wells Fargo Bank, National Association (“Wells Fargo”), MUFG Union Bank, N.A. (f/k/a Union Bank, N.A.), HSBC Bank USA, N.A., and Bank of Montreal, as Lenders, Wells Fargo in its separate capacities as Swing Line Lender and L/C issuer and as Administrative Agent, and Simpson Strong-Tie Company Inc., and Simpson Strong-Tie International, Inc. as Guarantors, is incorporated by reference to Exhibit 10.1 of Simpson Manufacturing Co., Inc.’s Current Report on Form 8-K dated August 1, 2012.



10.3    Second Amendment to the 2012 Credit Agreement, dated as of July 25, 2016, among the Company, as Borrower, Wells Fargo Bank, National Association (“Wells Fargo”), MUFG Union Bank, N.A. (f/k/a Union Bank, N.A.), HSBC Bank USA, N.A., and Bank of Montreal, as Lenders, Wells Fargo in its separate capacities as Swing Line Lender and L/C issuer and as Administrative Agent, and Simpson Strong-Tie Company Inc., and Simpson Strong-Tie International, Inc. as Guarantors, which Second Amendment incorporates and supersedes the First Amendment to the Credit Agreement dated December 8, 2015, is incorporated by reference to Exhibit 10.1 of Simpson Manufacturing Co., Inc.’s Current Report on Form 8-K dated July 25, 2016.
10.7

10.8

10.4    Third Amendment to Credit Agreement, dated as of May 21, 2020, among the Company, as Borrower, Simpson Strong-Tie Company Inc. and Simpson Strong-Tie International, Inc., as Guarantors, the several financial institutions party to the Agreement, as Lenders, and Well Fargo Bank, National Association, in its separate capacities as Swing Line Lender and L/C Issuer and as Administrative Agent, is incorporated by reference to Exhibit 10.1 of Simpson Manufacturing Co., Inc.’s Current Report on Form 8-K dated May 21, 2020.
10.9


10.10
73




*Management contract or compensatory plan or arrangement.

*Management contract or compensatory plan or arrangement.

*Management contract or compensatory plan or arrangement.


10.11

10.12

10.13

10.14

10.15 Form of Simpson Manufacturing Co., Inc. 2018 Director Time Based Restricted Stock Unit Agreement is filed herewith.
*Management contract or compensatory plan or arrangement.

10.10*Form of Simpson Manufacturing Co., Inc. Performance Based Restricted Stock Unit Agreement is filed herewith.

21.

23

31.1

31.2

32.

99.1

99.2

99.3

99.4

101Financial statements from the annual report on Form 10-K of Simpson Manufacturing Co., Inc. for the year ended December 31, 2017, formatted in XBRL, are filed herewith and include: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Statement of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

     *Management contract or compensatory plan or arrangement.



10.11*Form of Simpson Manufacturing Co., Inc. Time Based Restricted Stock Unit Agreement is filed herewith.

    * *Management contract or compensatory plan or arrangement.


21.    List of Subsidiaries of the Registrant is filed herewith.

23    Consent of Grant Thornton LLP is filed herewith.

31.1    Chief Executive Officer’s Rule 13a-14(a)/15d-14(a) Certification is filed herewith.

31.2    Chief Financial Officer’s Rule 13a-14(a)/15d-14(a) Certification is filed herewith.

32.    Section 1350 Certifications are furnished herewith.

101    Financial statements from the annual report on Form 10-K of Simpson Manufacturing Co., Inc. for the year ended December 31, 2021, formatted in XBRL, are filed herewith and include: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Statement of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).
74



Item 16. Form 10-K Summary.


None.



SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated:February 28, 201825, 2022Simpson Manufacturing Co., Inc.
(Registrant)
By/s/Brian J. Magstadt
Brian J. Magstadt
Chief Financial Officer
and Duly Authorized Officer
of the Registrant
(principal accounting and financial officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated below.
SignatureTitleDate
Chief Executive Officer:
/s/Karen ColoniasChief Executive Officer and DirectorFebruary 25, 2022
(Karen Colonias)(principal executive officer)
SignatureTitleDate
Chief Executive Officer:
/s/Karen ColoniasPresident, Chief ExecutiveFebruary 28, 2018
(Karen Colonias)Officer and Director
(principal executive officer)
Chief Financial Officer:
/s/Brian J. MagstadtChief Financial Officer and TreasurerFebruary 28, 201825, 2022
(Brian J. Magstadt)Treasurer and Secretary
(principal accounting and financial officer)
Directors:
/s/Peter N. Louras, Jr.James S. AndrasickChairman of the Board and DirectorFebruary 28, 201825, 2022
(Peter N. Louras, Jr.)James S. Andrasick)
/s/James S. AndrasickKenneth D. KnightDirectorFebruary 28, 201825, 2022
(James S. Andrasick)Kenneth D. Knight)
/s/Michael A. BlessDirectorFebruary 28, 2018
(Michael A. Bless)
/s/Jennifer A. ChatmanDirectorFebruary 28, 201825, 2022
(Jennifer A. Chatman)
/s/Gary M. CusumanoDirectorFebruary 28, 201825, 2022
(Gary M. Cusumano)
/s/Celeste Volz FordDirectorFebruary 28, 201825, 2022
(Celeste Volz Ford)
/s/Robin G. MacGillivrayDirectorFebruary 28, 201825, 2022
(Robin G. MacGillivray)
/s/Philip E. DonaldsonDirectorFebruary 25, 2022
(Philip E. Donaldson)

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