Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Sep. 30, 2014 | |
Document and Entity Information | ' |
Entity Registrant Name | 'SIMPSON MANUFACTURING CO INC /CA/ |
Entity Central Index Key | '0000920371 |
Document Type | '10-Q |
Document Period End Date | 30-Sep-14 |
Amendment Flag | 'false |
Current Fiscal Year End Date | '--12-31 |
Entity Current Reporting Status | 'Yes |
Entity Filer Category | 'Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 48,948,467 |
Document Fiscal Year Focus | '2014 |
Document Fiscal Period Focus | 'Q3 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |||
Current assets | ' | ' | ' |
Cash and cash equivalents | $258,238 | $251,208 | $215,764 |
Trade accounts receivable, net | 127,495 | 90,017 | 118,895 |
Inventories | 198,420 | 197,728 | 187,255 |
Deferred income taxes | 13,141 | 12,699 | 12,330 |
Other current assets | 12,985 | 16,454 | 12,519 |
Total current assets | 610,279 | 568,106 | 546,763 |
Property, plant and equipment, net | 206,134 | 209,533 | 209,641 |
Goodwill | 125,228 | 129,218 | 130,270 |
Intangible assets, net | 34,782 | 41,773 | 42,541 |
Other noncurrent assets | 5,420 | 4,983 | 4,961 |
Total assets | 981,843 | 953,613 | 934,176 |
Current liabilities | ' | ' | ' |
Line of credit and notes payable | 38 | 103 | 956 |
Trade accounts payable | 24,729 | 34,933 | 33,450 |
Accrued liabilities | 56,913 | 51,745 | 47,268 |
Accrued profit sharing trust contributions | 4,663 | 5,784 | 4,573 |
Accrued cash profit sharing and commissions | 13,721 | 6,049 | 12,471 |
Accrued workers’ compensation | 4,432 | 4,591 | 5,195 |
Total current liabilities | 104,496 | 103,205 | 103,913 |
Deferred income tax and other long-term liabilities | 13,224 | 9,129 | 7,803 |
Total liabilities | 117,720 | 112,334 | 111,716 |
Commitments and contingencies (Note 7) | ' | ' | ' |
Stockholders’ equity | ' | ' | ' |
Common stock, at par value | 490 | 486 | 487 |
Additional paid-in capital | 217,011 | 207,418 | 194,721 |
Retained earnings | 648,608 | 615,289 | 623,529 |
Treasury stock | -2,981 | 0 | -9,825 |
Accumulated other comprehensive income | 995 | 18,086 | 13,548 |
Total stockholders’ equity | 864,123 | 841,279 | 822,460 |
Total liabilities and stockholders’ equity | $981,843 | $953,613 | $934,176 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' | |
Net sales | $209,320 | $195,619 | $585,518 | $545,248 | |
Cost of sales | 113,767 | 105,724 | 316,285 | 301,461 | |
Gross profit | 95,553 | 89,895 | 269,233 | 243,787 | |
Operating expenses: | ' | ' | ' | ' | |
Research and development and other engineering | 9,711 | 9,226 | 29,505 | 27,018 | |
Selling | 23,592 | 20,630 | 69,623 | 63,654 | |
General and administrative | 29,557 | 28,523 | 85,993 | 82,906 | |
Impairment of goodwill | 492 | 0 | 492 | [1] | 0 |
Loss (gain) on sale of assets | -17 | 631 | -336 | 634 | |
Total operating expenses | 63,335 | 59,010 | 185,277 | 174,212 | |
Income from operations | 32,218 | 30,885 | 83,956 | 69,575 | |
Interest (expense) income, net | -27 | -9 | 44 | 32 | |
Income before taxes | 32,191 | 30,876 | 84,000 | 69,607 | |
Provision for income taxes | 11,577 | 10,870 | 30,849 | 26,304 | |
Net income | $20,614 | $20,006 | $53,151 | $43,303 | |
Earnings per common share: | ' | ' | ' | ' | |
Basic (in dollars per share) | $0.42 | $0.41 | $1.09 | $0.89 | |
Diluted (in dollars per share) | $0.42 | $0.41 | $1.08 | $0.89 | |
Number of shares outstanding | ' | ' | ' | ' | |
Basic (in shares) | 49,010 | 48,377 | 48,972 | 48,482 | |
Diluted (in shares) | 49,227 | 48,551 | 49,172 | 48,603 | |
Cash dividends declared per common share (in dollars per share) | $0.14 | $0.13 | $0.41 | $0.25 | |
[1] | See Note 1 "Basis of Presentation — Goodwill Impairment Testing" |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income | $20,614 | $20,006 | $53,151 | $43,303 |
Other comprehensive income (loss) | ' | ' | ' | ' |
Translation adjustment, net of tax benefit (expense) of ($63) and $82, ($19) and ($2), respectively | -15,897 | 8,264 | -17,091 | 1,449 |
Comprehensive income | $4,717 | $28,270 | $36,060 | $44,752 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Translation adjustment, tax (expense) benefit | ($63) | $82 | ($19) | ($2) |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
In Thousands, unless otherwise specified | ||||||
Balance at Dec. 31, 2012 | $789,568 | $483 | $184,677 | $592,309 | $12,099 | ' |
Balance (in shares) at Dec. 31, 2012 | ' | 48,422 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Net income | 43,303 | ' | ' | 43,303 | ' | ' |
Translation adjustment, net of tax | 1,449 | ' | ' | ' | 1,449 | ' |
Stock options exercised | 5,333 | 2 | 5,331 | ' | ' | ' |
Stock options exercised (in shares) | ' | 194 | ' | ' | ' | ' |
Stock-based compensation | 8,656 | ' | 8,656 | ' | ' | ' |
Tax effect of options exercised | -2,187 | ' | -2,187 | ' | ' | ' |
Shares issued from release of Restricted Stock Units | -2,072 | 2 | -2,074 | ' | ' | ' |
Shares issued from release of Restricted Stock Units (in shares) | ' | 111 | ' | ' | ' | ' |
Repurchase of common stock | -9,825 | ' | ' | ' | ' | -9,825 |
Repurchase of common stock (in shares) | ' | -342 | ' | ' | ' | ' |
Cash dividends declared on common stock, $0.405, $0.125, and $0.25 per share for the period ended September 30, 2014, December 31, 2013, and September 30, 2013 respectively | -12,083 | ' | ' | -12,083 | ' | ' |
Common stock issued at $35.87, $0, and $33.81 per share for stock bonus for the period ended September 30, 2014, December 31, 2013, and September 30, 2013, respectively | 318 | ' | 318 | ' | ' | ' |
Common stock issued (in shares) | ' | 9 | ' | ' | ' | ' |
Balance at Sep. 30, 2013 | 822,460 | 487 | 194,721 | 623,529 | 13,548 | -9,825 |
Balance (in shares) at Sep. 30, 2013 | ' | 48,394 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Net income | 7,668 | ' | ' | 7,668 | ' | ' |
Translation adjustment, net of tax | 4,492 | ' | ' | ' | 4,492 | ' |
Pension adjustment, net of tax | 46 | ' | ' | ' | 46 | ' |
Stock options exercised | 9,724 | 3 | 9,721 | ' | ' | ' |
Stock options exercised (in shares) | ' | 318 | ' | ' | ' | ' |
Stock-based compensation | 3,434 | ' | 3,434 | ' | ' | ' |
Tax effect of options exercised | -458 | ' | -458 | ' | ' | ' |
Retirement of treasury stock | ' | -4 | ' | -9,821 | ' | 9,825 |
Cash dividends declared on common stock, $0.405, $0.125, and $0.25 per share for the period ended September 30, 2014, December 31, 2013, and September 30, 2013 respectively | -6,087 | ' | ' | -6,087 | ' | ' |
Balance at Dec. 31, 2013 | 841,279 | 486 | 207,418 | 615,289 | 18,086 | ' |
Balance (in shares) at Dec. 31, 2013 | ' | 48,712 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Net income | 53,151 | ' | ' | 53,151 | ' | ' |
Translation adjustment, net of tax | -17,091 | ' | ' | ' | -17,091 | ' |
Stock options exercised | 4,178 | 2 | 4,176 | ' | ' | ' |
Stock options exercised (in shares) | ' | 144 | ' | ' | ' | ' |
Stock-based compensation | 8,789 | ' | 8,789 | ' | ' | ' |
Tax effect of options exercised | -275 | ' | -275 | ' | ' | ' |
Shares issued from release of Restricted Stock Units | -3,497 | 2 | -3,499 | ' | ' | ' |
Shares issued from release of Restricted Stock Units (in shares) | ' | 176 | ' | ' | ' | ' |
Repurchase of common stock | -2,981 | ' | ' | ' | ' | -2,981 |
Repurchase of common stock (in shares) | ' | -95 | ' | ' | ' | ' |
Cash dividends declared on common stock, $0.405, $0.125, and $0.25 per share for the period ended September 30, 2014, December 31, 2013, and September 30, 2013 respectively | -19,832 | ' | ' | -19,832 | ' | ' |
Common stock issued at $35.87, $0, and $33.81 per share for stock bonus for the period ended September 30, 2014, December 31, 2013, and September 30, 2013, respectively | 402 | ' | 402 | ' | ' | ' |
Common stock issued (in shares) | ' | 11 | ' | ' | ' | ' |
Balance at Sep. 30, 2014 | $864,123 | $490 | $217,011 | $648,608 | $995 | ($2,981) |
Balance (in shares) at Sep. 30, 2014 | ' | 48,948 | ' | ' | ' | ' |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Statement of Stockholders' Equity [Abstract] | ' | ' | ' |
Cash dividends declared on common stock, per share (in dollars per share) | $0.13 | $0.41 | $0.25 |
Common stock issued per share for stock bonus (in dollars per share) | $0 | $35.87 | $33.81 |
Condensed_Consolidated_Stateme5
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities | ' | ' |
Net income | $53,151 | $43,303 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
(Gain) loss on sale of assets | -336 | 634 |
Depreciation and amortization | 22,105 | 21,631 |
Impairment loss on assets | 492 | 1,025 |
Gain on contingent consideration adjustment | 386 | 0 |
Deferred income taxes | 1,324 | 2,336 |
Noncash compensation related to stock plans | 9,508 | 9,106 |
Excess tax benefit of options exercised and restricted stock units vested | -66 | -42 |
Provision for doubtful accounts | 25 | 342 |
Changes in operating assets and liabilities, net of acquisitions: | ' | ' |
Trade accounts receivable | -39,357 | -36,296 |
Inventories | -3,235 | 17,643 |
Trade accounts payable | -9,121 | -4,543 |
Income taxes payable | 5,652 | 9,372 |
Accrued profit sharing trust contributions | -1,103 | -606 |
Accrued cash profit sharing and commissions | 7,743 | 9,053 |
Other current assets | -2,307 | -1,218 |
Accrued liabilities | 3,102 | -112 |
Long-term liabilities | 2,728 | -1,563 |
Accrued workers’ compensation | -159 | 503 |
Other noncurrent assets | -603 | 1,352 |
Net cash provided by operating activities | 49,157 | 71,920 |
Cash flows from investing activities | ' | ' |
Capital expenditures | -17,517 | -12,949 |
Asset acquisitions, net of cash acquired | 0 | -5,300 |
Proceeds from sale of property and equipment | 612 | 1,823 |
Loan made to customer | -281 | 0 |
Loan repayment by customer | 22 | 0 |
Loan repayment by related party | 0 | 625 |
Net cash used in investing activities | -17,164 | -15,801 |
Cash flows from financing activities | ' | ' |
Deferred and contingent consideration paid for asset acquisition | 1,293 | 0 |
Repurchase of common stock | -2,981 | -9,825 |
Debt and line of credit borrowings | 0 | 1,378 |
Repayment of debt and line of credit borrowings | -60 | -609 |
Issuance of common stock | 4,178 | 5,333 |
Excess tax benefit of options exercised and restricted stock units vested | 66 | 42 |
Dividends paid | -19,065 | -12,081 |
Net cash used in financing activities | -19,155 | -15,762 |
Effect of exchange rate changes on cash and cash equivalents | -5,808 | -146 |
Net increase in cash and cash equivalents | 7,030 | 40,211 |
Cash and cash equivalents at beginning of period | 251,208 | 175,553 |
Cash and cash equivalents at end of period | 258,238 | 215,764 |
Noncash activity during the period | ' | ' |
Noncash capital expenditures | 501 | 670 |
Dividends declared but not paid | 6,862 | 6,015 |
Issuance of Company’s common stock for compensation | $402 | $318 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||||||
Basis of Presentation | ' | |||||||||||||||
Basis of Presentation | ||||||||||||||||
Principles of Consolidation | ||||||||||||||||
The condensed consolidated financial statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries (the “Company”). Investments in 50% or less owned affiliates are accounted for using either the cost or the equity method. All significant intercompany transactions have been eliminated. | ||||||||||||||||
Interim Period Reporting | ||||||||||||||||
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These interim statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. | ||||||||||||||||
The unaudited quarterly condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial information set forth therein, in accordance with GAAP. The year-end condensed consolidated balance sheet data were derived from audited financial statements, but do not include all disclosures required by GAAP. The Company’s quarterly results fluctuate. As a result, the Company believes the results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any future period. | ||||||||||||||||
Revisions | ||||||||||||||||
The Company revised its September 30, 2013, Condensed Consolidated Balance Sheet to classify $5.6 million of indefinite-lived assets as intangible assets, net, that had erroneously been classified as other noncurrent assets. The Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2013, was revised to reflect $0.3 million and $0.8 million, respectively, of rental income from properties rented to third-parties as an offset to general and administrative expense rather than as net sales as originally reported in error. With this revision, rental incomes are reported, net of related expenses, in general and administrative expense. These revisions were not considered material to the affected periods. | ||||||||||||||||
Out-of-Period Adjustment | ||||||||||||||||
In the first quarter of 2014, the Company recorded an out-of-period adjustment, which increased gross profit, income from operations and net income by $2.3 million, $2.0 million and $1.3 million, respectively. The adjustment resulted from an over-statement of prior periods' workers compensation expense, net of cash profit sharing expense, and was not material to the current period's or any prior period's financial statements. | ||||||||||||||||
Withdrawal from Multi-Employer Defined-Benefit Pension Plan | ||||||||||||||||
Under the Company's collective bargaining arrangement with the tool and die craftsman and maintenance union, the Company has been contributing to a defined-benefit pension plan. In the second quarter of 2014, the Company and the union formally notified the defined-benefit pension plan administrator of their intent to withdraw from the plan. In the third quarter of 2014, the plan administrator responded by issuing a demand letter informing the Company that the annual withdrawal liability payment to be made by the Company was $145,400 and the payments were to be made in perpetuity. | ||||||||||||||||
Due to the amount and duration of payments, the Company was required to calculate and record a pension expense and liability based on the annual payments in perpetuity. The liability is included with other long-term liabilities in the Company's Condensed Consolidated Balance Sheet. The Company discounted the payment estimate using a discount rate of 5%, which approximates the credit-adjusted risk-free rate for the Company. The Company adjusted its liability to $3.0 million from the $2.9 million recorded in the second quarter of 2014, and recorded a corresponding defined-benefit expense in cost of sales. On a quarterly basis, the Company will re-evaluate the number of years that payments are required and the discount rate used to calculate the long-term liability and adjust it as facts and circumstances change. All quarterly adjustments to the long-term liability will be charged to cost of sales in the Condensed Consolidated Statements of Operations. Because of the funding status of the plan, the annual withdrawal liability payments will be recorded as interest expense on the long-term liability until such time as a finite debt balance is determined. | ||||||||||||||||
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, and 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 services and lease income, though significantly less than 1% of net sales and not material to the condensed 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. | ||||||||||||||||
Net Earnings Per Common Share | ||||||||||||||||
Basic earnings per common share are computed based on the weighted-average number of common shares outstanding. Potentially dilutive securities, 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 is a reconciliation of basic earnings per common share to diluted earnings per share: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands, except per share amounts) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Net income available to common stockholders | $ | 20,614 | $ | 20,006 | $ | 53,151 | $ | 43,303 | ||||||||
Basic weighted-average shares outstanding | 49,010 | 48,377 | 48,972 | 48,482 | ||||||||||||
Dilutive effect of potential common stock equivalents — stock options and restricted stock units | 217 | 174 | 200 | 121 | ||||||||||||
Diluted weighted-average shares outstanding | 49,227 | 48,551 | 49,172 | 48,603 | ||||||||||||
Earnings per common share: | ||||||||||||||||
Basic | $ | 0.42 | $ | 0.41 | $ | 1.09 | $ | 0.89 | ||||||||
Diluted | $ | 0.42 | $ | 0.41 | $ | 1.08 | $ | 0.89 | ||||||||
Potentially dilutive securities excluded from earnings per diluted share because their effect is anti-dilutive | — | — | — | — | ||||||||||||
Accounting for Stock-Based Compensation | ||||||||||||||||
With the approval of the Company’s stockholders on April 26, 2011, the Company adopted the Simpson Manufacturing Co., Inc. 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 directors who are not employees. Options previously granted under the 1994 Plan or the 1995 Plan were not affected by the adoption of the 2011 Plan and continue to be governed by the 1994 Plan or the 1995 Plan, respectively. | ||||||||||||||||
Under the 1994 Plan, the Company could grant incentive stock options and non-qualified stock options. The Company, however, granted only non-qualified stock options under both the 1994 Plan and the 1995 Plan. The Company generally granted options under each of the 1994 Plan and the 1995 Plan once each year. The exercise price per share of each option granted under the 1994 Plan equaled the closing market price per share of the Company’s common stock as reported by the New York Stock Exchange on the day preceding the day that the Compensation and Leadership Development Committee of the Company’s Board of Directors met to approve the grant of the options. The exercise price per share under each option granted under the 1995 Plan was at the fair market value on the date specified in the 1995 Plan. Options vest and expire according to terms established at the grant date. Options granted under the 1994 Plan typically vest evenly over the requisite service period of four years and have a term of seven years. The vesting of options granted under the 1994 Plan will be accelerated if the grantee ceases to be employed by the Company after reaching age 60 or if there is a change in control of the Company. Options granted under the 1995 Plan were fully vested on the date of grant. 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. | ||||||||||||||||
Under the 2011 Plan, the Company may grant incentive stock options, non-qualified stock options, restricted stock and restricted stock units, although the Company currently intends to award primarily restricted stock units and to a lesser extent, if at all, non-qualified stock options. The Company has not awarded, and does not currently intend to award, incentive stock options or restricted stock. Under the 2011 Plan, no more than 16.3 million shares of the Company’s common stock may be issued (including shares already issued) pursuant to all awards under the 2011 Plan, including on exercise of options previously granted under the 1994 Plan and the 1995 Plan. Shares of common stock to be issued pursuant to the 2011 Plan are registered under the Securities Act of 1933. | ||||||||||||||||
The following table represents the Company’s stock option and restricted stock unit activity for the three and nine months ended September 30, 2014 and 2013: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Stock-based compensation expense recognized in operating expenses | $ | 3,041 | $ | 2,959 | $ | 8,781 | $ | 8,644 | ||||||||
Less: Tax benefit of stock-based compensation expense in provision for income taxes | 1,075 | 1,087 | 3,142 | 3,031 | ||||||||||||
Stock-based compensation expense, net of tax | $ | 1,966 | $ | 1,872 | $ | 5,639 | $ | 5,613 | ||||||||
Fair value of shares vested | $ | 3,098 | $ | 3,007 | $ | 8,789 | $ | 8,656 | ||||||||
Proceeds to the Company from the exercise of stock-based compensation | $ | 1,551 | $ | 4,557 | $ | 4,178 | $ | 5,333 | ||||||||
Tax effect from the exercise of stock-based compensation, including shortfall tax benefits | $ | (89 | ) | $ | (337 | ) | $ | (275 | ) | $ | (2,187 | ) | ||||
At September 30, | ||||||||||||||||
(in thousands) | 2014 | 2013 | ||||||||||||||
Stock-based compensation cost capitalized in inventory | $ | 525 | $ | 426 | ||||||||||||
The amounts included in cost of sales, research and development and other engineering, selling, or general and administrative expense depend on the job functions performed by the employees to whom the stock options and restricted stock units were awarded. | ||||||||||||||||
The assumptions used to calculate the fair value of stock options granted or restricted stock units awarded are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience. | ||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||
The “Fair Value Measurements and Disclosures” topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification™ (“ASC”) establishes a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: 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 the fair value measurement. | ||||||||||||||||
The Company’s investments consisted of only United States Treasury securities and money market funds, which are the Company’s primary financial instruments, maintained in cash equivalents and carried at cost, approximating fair value, based on Level 1 inputs. The balances of the Company’s primary financial instruments were as follows: | ||||||||||||||||
At September 30, | At December 31 | |||||||||||||||
(in thousands) | 2014 | 2013 | 2013 | |||||||||||||
Financial instruments | $ | 98,568 | $ | 87,381 | $ | 117,571 | ||||||||||
The carrying amounts of trade accounts receivable, accounts payable and accrued 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 is classified as Level 3 within the fair value hierarchy and is based on the Company's unobserved inputs and assumptions. In the third quarter of 2014, the fair value of the contingent consideration, related to the acquisition of Bierbach GmbH & Co. KG (“Bierbach”), a Germany corporation, was decreased from $0.8 million to $0.4 million, as a result of not retaining Bierbach's historical customers and increased competition. | ||||||||||||||||
Income Taxes | ||||||||||||||||
The Company uses an estimated annual effective tax rate to measure the tax benefit or tax expense recognized in each interim period. The estimated effective tax rate was slightly higher in the third quarter of 2014 than in the third quarter of 2013. The effective income tax rate for the first nine months of 2014 was 36.7% as compared to 37.8% for the first nine months of 2013. The decrease in the effective income tax rate was primarily due to reduced operating losses in the first nine months of 2014 in the Europe and Asia/Pacific segments for which no tax benefit was recorded. | ||||||||||||||||
The following table presents the Company’s effective tax rates and income tax expense for the three and nine months ended September 30, 2014 and 2013: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands, except percentages) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Effective tax rate | 36 | % | 35.2 | % | 36.7 | % | 37.8 | % | ||||||||
Provision for income taxes | $ | 11,577 | $ | 10,870 | $ | 30,849 | $ | 26,304 | ||||||||
Acquisitions | ||||||||||||||||
In February 2013, the Company purchased certain assets relating to the TJ® ShearBrace (“ShearBrace”) product line of Weyerhaeuser NR Company (“Weyerhaeuser”) for $5.3 million in cash. The ShearBrace is a line of pre-fabricated shearwalls that complements the Company’s Strong-Wall shearwall, and is sold throughout North America. The Company’s measurement of assets acquired included goodwill of $0.9 million that has been assigned to the North America segment, and intangible assets of $3.6 million, both of which are subject to tax-deductible amortization. Net tangible assets consisting of inventory and equipment accounted for the balance of the purchase price. The weighted-average amortization period for the intangible assets is 11.3 years. | ||||||||||||||||
In November 2013, the Company purchased certain assets related to a connector product line from Bierbach for $1.2 million in cash and a contingent liability of $0.8 million. Bierbach manufactured and sold a line of connectors, primarily in Germany. The Company’s initial provisional measurement of assets acquired included goodwill of $0.7 million, which was assigned to the Europe segment, and intangible assets of $0.6 million, both of which are subject to tax-deductible amortization. Net tangible assets consisting of inventory and tooling accounted for the balance of the purchase price. The provisional measurement of the assets acquired was revised in the third quarter of 2014 to include goodwill of $0.5 million with intangible assets unchanged at $0.6 million. Net tangible assets consisting of inventory and tooling accounted for the balance of the purchase price. Also in the third quarter of 2014, the Company reduced the fair value of the contingent consideration liability from $0.8 million to $0.4 million due to a failure to retain Bierbach's historical customers and increased competition, which resulted in a $0.4 million gain that was reported in general and administrative expenses in the Condensed Consolidated Statements of Operations. The goodwill was fully impaired during the quarter. (See Note 1 "Basis of Presentation - Goodwill Impairment Testing" below). | ||||||||||||||||
In the first quarter of 2014, the Company paid $1.1 million in deferred consideration and $0.2 million in contingent consideration related to the acquisition of S&P Clever Reinforcement Company AG and S&P Clever International AG (collectively, “S&P Clever”). The remaining deferred and contingent consideration of $1.5 million is payable in the first quarter of 2015. | ||||||||||||||||
Under the business combinations topic of the FASB ASC, the Company accounted for these acquisitions as business combinations and ascribed acquisition-date fair values to the acquired assets. Provisional fair value measurements were made in the first and fourth quarters of 2013 for the acquired assets of ShearBrace and Bierbach, respectively. 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 was based on Level 3 inputs. The Company has completed the measurement process for ShearBrace assets and expects the measurement process for the Bierbach acquisition to be finalized in the fourth quarter of 2014. | ||||||||||||||||
Pro-forma financial information is not presented as it would not materially differ from the information presented in the Condensed Consolidated Statements of Operations. | ||||||||||||||||
Goodwill Impairment Testing | ||||||||||||||||
The Company tests goodwill for impairment at the reporting unit level on an annual basis, in the fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. These events or circumstances may include, among others, a significant change in the business climate, legal factors, operating performance indicators such as decreases to sales forecasts, competition, or the disposition or relocation of a significant portion of a reporting unit's assets. | ||||||||||||||||
In the third quarter of 2014, the factors that led to the reduction in contingent consideration liability related to Bierbach discussed above resulted in management performing an impairment test to evaluate the recoverability of the Germany reporting unit's goodwill, which consists entirely of goodwill from the Bierbach acquisition. The test resulted in the impairment of all of the reporting unit’s goodwill in the amount of $0.5 million. | ||||||||||||||||
The Company performed a two-step impairment test on the goodwill of the Germany reporting unit. In the first step, the Company compared the fair value of the reporting unit to its carrying value. The fair value was estimated using a discounted cash flow model, which considers estimates of projected future operating results and cash flows, discounted at an estimated after-tax weighted-average cost of capital. The discounted cash flow model requires significant judgment involving 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 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 materially from those estimates. Assumptions about the 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 were derived from the Company’s 2014 projected annual operating results for the Germany reporting unit. 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 the competitive environment. Future estimates, however derived, are inherently uncertain. Nonetheless, the Company believes that this is the most appropriate source on which to base its estimates. | ||||||||||||||||
As the carrying amount of the Germany reporting unit exceeds its fair value, a second test was performed to measure the amount of impairment, if any, by allocating the reporting unit’s fair value to its assets and liabilities, other than goodwill, and comparing the resulting implied fair value of goodwill with its carrying amount. An impairment charge for the difference was then recorded. The goodwill impairment evaluation performed by management as of September 30, 2014, indicated that the carrying value of the Company's Germany reporting unit exceeded its fair value by more than 32% of the carrying value. | ||||||||||||||||
In connection with the impairment of the goodwill, the Company also reviewed associated long-lived assets in Germany, such as property and equipment, and intangible assets, for recoverability by comparing the projected undiscounted net cash flows associated with those assets to their carrying values. No impairment of long-lived assets was required as a result of that review during the third quarter of 2014. | ||||||||||||||||
Recently Issued Accounting Standards | ||||||||||||||||
In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification Update No. 2014-08 (Topic 205 and Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASC Update No. 2014-08"). ASC Update No. 2014-08 modifies the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. ASC Update No. 2014-08 also requires additional financial statement disclosures about discontinued operations, as well as disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation. ASC Update No. 2014-08 is effective prospectively for years beginning on or after December 15, 2014. The Company expects that the adoption of ASC Update No. 2014-08 will not materially affect its financial position or results of operations. | ||||||||||||||||
In May 2014, the FASB issued ASC Update No. 2014-09, Revenue from Contracts with Customers ("ASC Update No. 2014-09"). ASC Update No. 2014-09 supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASC Update No. 2014-09 is that revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASC Update No. 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual and interim periods beginning after December 15, 2016, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASC Update No. 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the effects of adopting ASC Update No. 2014-09 on its consolidated financial statements and has not yet determined the method by which it will adopt the standard. | ||||||||||||||||
Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants and the Securities and Exchange Commission did not or is not expected to have a material effect on the Company’s consolidated financial statements. |
Trade_Accounts_Receivable_Net
Trade Accounts Receivable, Net | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Receivables [Abstract] | ' | |||||||||||
Trade Accounts Receivable, Net | ' | |||||||||||
Trade Accounts Receivable, Net | ||||||||||||
Trade accounts receivable consisted of the following: | ||||||||||||
At September 30, | At December 31, | |||||||||||
(in thousands) | 2014 | 2013 | 2013 | |||||||||
Trade accounts receivable | $ | 131,323 | $ | 122,328 | $ | 92,413 | ||||||
Allowance for doubtful accounts | (836 | ) | (1,384 | ) | (945 | ) | ||||||
Allowance for sales discounts and returns | (2,992 | ) | (2,049 | ) | (1,451 | ) | ||||||
$ | 127,495 | $ | 118,895 | $ | 90,017 | |||||||
Inventories
Inventories | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Inventory Disclosure [Abstract] | ' | |||||||||||
Inventories | ' | |||||||||||
Inventories | ||||||||||||
Inventories consisted of the following: | ||||||||||||
At September 30, | At December 31, | |||||||||||
(in thousands) | 2014 | 2013 | 2013 | |||||||||
Raw materials | $ | 77,845 | $ | 75,032 | $ | 81,338 | ||||||
In-process products | 19,646 | 18,070 | 18,475 | |||||||||
Finished products | 100,929 | 94,153 | 97,915 | |||||||||
$ | 198,420 | $ | 187,255 | $ | 197,728 | |||||||
Property_Plant_and_Equipment_N
Property, Plant and Equipment, Net | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||||
Property, Plant and Equipment, Net | ' | |||||||||||
Property, Plant and Equipment, Net | ||||||||||||
Property, plant and equipment, net, consisted of the following: | ||||||||||||
At September 30, | At December 31, | |||||||||||
(in thousands) | 2014 | 2013 | 2013 | |||||||||
Land | $ | 29,624 | $ | 29,283 | $ | 29,347 | ||||||
Buildings and site improvements | 174,343 | 177,484 | 178,391 | |||||||||
Leasehold improvements | 5,404 | 5,068 | 5,213 | |||||||||
Machinery, equipment, and software | 230,534 | 221,459 | 225,831 | |||||||||
439,905 | 433,294 | 438,782 | ||||||||||
Less accumulated depreciation and amortization | (246,287 | ) | (232,958 | ) | (235,535 | ) | ||||||
193,618 | 200,336 | 203,247 | ||||||||||
Capital projects in progress | 12,516 | 9,305 | 6,286 | |||||||||
$ | 206,134 | $ | 209,641 | $ | 209,533 | |||||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets, Net | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Goodwill and Intangible Assets, Net | ' | |||||||||||
Goodwill and Intangible Assets, Net | ||||||||||||
Goodwill was as follows: | ||||||||||||
At September 30, | At December 31, | |||||||||||
(in thousands) | 2014 | 2013 | 2013 | |||||||||
North America | $ | 84,647 | $ | 87,104 | $ | 84,822 | ||||||
Europe | 38,918 | 41,388 | 42,690 | |||||||||
Asia/Pacific | 1,663 | 1,778 | 1,706 | |||||||||
Total | $ | 125,228 | $ | 130,270 | $ | 129,218 | ||||||
Amortizable and indefinite-lived intangible assets, net, were as follows: | ||||||||||||
At September 30, 2014 | ||||||||||||
Gross | Net | |||||||||||
Carrying | Accumulated | Carrying | ||||||||||
(in thousands) | Amount | Amortization | Amount | |||||||||
North America | $ | 34,490 | $ | (18,941 | ) | $ | 15,549 | |||||
Europe | 31,766 | (12,533 | ) | 19,233 | ||||||||
Total | $ | 66,256 | $ | (31,474 | ) | $ | 34,782 | |||||
At September 30, 2013 | ||||||||||||
Gross | Net | |||||||||||
(in thousands) | Carrying | Accumulated | Carrying | |||||||||
Amount | Amortization | Amount | ||||||||||
North America | $ | 34,591 | $ | (15,032 | ) | $ | 19,559 | |||||
Europe | 32,255 | (9,273 | ) | 22,982 | ||||||||
Total | $ | 66,846 | $ | (24,305 | ) | $ | 42,541 | |||||
At December 31, 2013 | ||||||||||||
Gross | Net | |||||||||||
(in thousands) | Carrying | Accumulated | Carrying | |||||||||
Amount | Amortization | Amount | ||||||||||
North America | $ | 34,520 | $ | (15,909 | ) | $ | 18,611 | |||||
Europe | 33,217 | (10,055 | ) | 23,162 | ||||||||
Total | $ | 67,737 | $ | (25,964 | ) | $ | 41,773 | |||||
Intangible assets consist of definite-lived and indefinite-lived assets. Definite-lived intangible assets include customer relationships, patents, unpatented technology and non-compete agreements. Amortization expense for definite-lived intangible assets during the three months ended September 30, 2014 and 2013, totaled $1.8 million and $1.2 million, respectively, and during the nine months ended September 30, 2014 and 2013, totaled $5.5 million and $5.2 million, respectively. | ||||||||||||
Indefinite-lived intangible assets include in-process research and development assets and a trade name totaling $2.2 million, $5.6 million and $5.7 million at September 30, 2014, September 30, 2013 and December 31, 2013, respectively. During the second quarter of 2014, approximately $3.3 million of in-process research and development cost was transferred to definite-lived intangible assets and is being amortized on a straight-line basis over its useful life. | ||||||||||||
At September 30, 2014, estimated future amortization of definite-lived intangible assets was as follows: | ||||||||||||
(in thousands) | ||||||||||||
Remaining three months of 2014 | $ | 1,638 | ||||||||||
2015 | 6,152 | |||||||||||
2016 | 5,918 | |||||||||||
2017 | 4,142 | |||||||||||
2018 | 3,166 | |||||||||||
2019 | 3,138 | |||||||||||
Thereafter | 8,444 | |||||||||||
$ | 32,598 | |||||||||||
The changes in the carrying amount of goodwill and intangible assets for the nine months ended September 30, 2014, were as follows: | ||||||||||||
Intangible | ||||||||||||
(in thousands) | Goodwill | Assets | ||||||||||
Balance at December 31, 2013 | $ | 129,218 | $ | 41,773 | ||||||||
Reclassifications | (149 | ) | 85 | |||||||||
Impairment* | (492 | ) | — | |||||||||
Amortization | — | (5,511 | ) | |||||||||
Foreign exchange | (3,349 | ) | (1,565 | ) | ||||||||
Balance at September 30, 2014 | $ | 125,228 | $ | 34,782 | ||||||||
* | See Note 1 "Basis of Presentation — Goodwill Impairment Testing" |
Debt
Debt | 9 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Debt | ' |
Debt | |
The Company has revolving lines of credit with various banks in the United States and Europe. Total available credit at September 30, 2014, was $304.4 million, including revolving credit lines and an irrevocable standby letter of credit in support of various insurance deductibles. | |
The Company’s primary credit facility is a revolving line of credit with $300.0 million in available credit. This credit facility will expire in July 2017. Amounts borrowed under this credit facility will 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 appearing on Reuters LIBOR1screen page (the “LIBOR Rate”), adjusted for any reserve requirement in effect, plus a spread of 0.60% to 1.45%, determined quarterly based on the Company’s leverage ratio (at September 30, 2014, the LIBOR Rate was 0.15%), or (b) a base rate, plus a spread of 0.00% to 0.45%, determined quarterly based on the Company’s leverage ratio. 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, and will pay market-based fees for commercial letters of credit. The Company is required to pay an annual facility fee of 0.15% to 0.30% of the available commitments under the credit agreement, regardless of usage, with the applicable fee determined on a quarterly basis based on the Company’s leverage ratio. | |
The Company’s unused borrowing capacity under other revolving credit lines and a term note totaled $4.4 million at September 30, 2014. The other revolving credit lines and term note charge interest ranging from 0.88% to 7.25%, have maturity dates from December 2014 to July 2017, and had outstanding balances totaling $0.0 million, $1.2 million and $0.1 million at September 30, 2014, September 30, 2013, and December 31, 2013, respectively. The Company was in compliance with its financial covenants at September 30, 2014. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. The resolution of claims and litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows and results of operations. | |
Pending Claims | |
Four lawsuits (the “Cases”) have been filed against the Company in the Hawaii First Circuit Court: Alvarez v. Haseko Homes, Inc. and Simpson Manufacturing, Inc., Civil No. 09-1-2697-11 (“Case 1”); Ke Noho Kai Development, LLC v. Simpson Strong-Tie Company, Inc., and Honolulu Wood Treating Co., LTD., Case No. 09-1-1491-06 SSM (“Case 2”); North American Specialty Ins. Co. v. Simpson Strong-Tie Company, Inc. and K.C. Metal Products, Inc., Case No. 09-1-1490-06 VSM (“Case 3”); and Charles et al. v. Haseko Homes, Inc. et al. and Third Party Plaintiffs Haseko Homes, Inc. et al. v. Simpson Strong-Tie Company, Inc., et al., Civil No. 09-1-1932-08 (“Case 4”). Case 1 was filed on November 18, 2009. Cases 2 and 3 were originally filed on June 30, 2009. Case 4 was filed on August 19, 2009. The Cases all relate to alleged premature corrosion of the Company’s strap tie holdown products installed in buildings in a housing development known as Ocean Pointe in Honolulu, Hawaii, allegedly causing property damage. Case 1 is a putative class action brought by the owners of allegedly affected Ocean Pointe houses. Case 1 was originally filed as Kai et al. v. Haseko Homes, Inc., Haseko Construction, Inc. and Simpson Manufacturing, Inc., Case No. 09-1-1476, but was voluntarily dismissed and then re-filed with a new representative plaintiff. Case 2 is an action by the builders and developers of Ocean Pointe against the Company, claiming that either the Company’s strap tie holdowns are defective in design or manufacture or the Company failed to provide adequate warnings regarding the products’ susceptibility to corrosion in certain environments. Case 3 is a subrogation action brought by the insurance company for the builders and developers against the Company claiming the insurance company expended funds to correct problems allegedly caused by the Company’s products. Case 4 is a putative class action brought, like Case 1, by owners of allegedly affected Ocean Pointe homes. In Case 4, Haseko Homes, Inc. (“Haseko”), the developer of the Ocean Pointe development, brought a third party complaint against the Company alleging that any damages for which Haseko may be liable are actually the fault of the Company. Similarly, Haseko’s sub-contractors on the Ocean Pointe development brought cross-claims against the Company seeking indemnity and contribution for any amounts for which they may ultimately be found liable. None of the Cases alleges a specific amount of damages sought, although each of the Cases seeks compensatory damages, and Case 1 seeks punitive damages. Cases 1 and 4 have been consolidated. In December 2012, the Court granted the Company summary judgment on the claims asserted by the plaintiff homeowners in Cases 1 and 4, and on the third party complaint and cross-claims asserted by Haseko and the sub-contractors, respectively, in Case 4. In April 2013, the Court granted Haseko and the sub-contractors’ motion for leave to amend their cross-claims to allege a claim for negligent misrepresentation. The Company continues to investigate the facts underlying the claims asserted in the Cases, including, among other things, the cause of the alleged corrosion; the severity of any problems shown to exist; the buildings affected; the responsibility of the general contractor, various subcontractors and other construction professionals for the alleged damages; the amount, if any, of damages suffered; and the costs of repair, if needed. At this time, the likelihood that the Company will be found liable under any legal theory and the extent of such liability, if any, are unknown. Management believes the Cases may not be resolved for an extended period in the absence of agreement to settle the Cases and other related legal proceedings (discussed below). The Company is defending itself vigorously in connection with the Cases. | |
Based on facts currently known to the Company, the Company believes that all or part of the claims alleged in the Cases may be covered by its insurance policies. On April 19, 2011, an action was filed in the United States District Court for the District of Hawaii, National Union Fire Insurance Company of Pittsburgh, PA v. Simpson Manufacturing Company, Inc., et al., Civil No. 11-00254 ACK (the "National Union Action"). In this National Union Action, Plaintiff National Union Fire Insurance Company of Pittsburgh, Pennsylvania (“National Union”), which issued certain Commercial General Liability insurance policies to the Company, seeks declaratory relief in the Cases with respect to its obligations to defend or indemnify the Company, Simpson Strong-Tie Company Inc., and a vendor of the Company’s strap tie holdown products. By Order dated November 7, 2011, all proceedings in the National Union action have been stayed. If the stay is lifted, in the absence of an agreement to settle the Cases and the National Union action, the Company intends vigorously to defend all claims advanced by National Union. | |
On April 12, 2011, Fireman’s Fund Insurance Company (“Fireman’s Fund”), another of the Company’s general liability insurers, sued Hartford Fire Insurance Company (“Hartford”), a third insurance company from whom the Company purchased general liability insurance, in the United States District Court for the Northern District of California, Fireman’s Fund Insurance Company v. Hartford Fire Insurance Company, Civil No. 11 1789 SBA (the “Fireman’s Fund action”). The Company has intervened in the Fireman’s Fund action. By Order dated September 29, 2014, the Court formally stayed proceedings in the Fireman’s Fund Action, and ordered the action administratively closed. The Fireman’s Fund Action is subject to motion to reopen in the absence of an agreement to settle the Cases and the Fireman’s Fund Action | |
On November 21, 2011, the Company commenced a lawsuit against National Union, Fireman’s Fund, Hartford and others in the Superior Court of the State of California in and for the City and County of San Francisco (the “San Francisco coverage action”). In the San Francisco coverage action, the Company alleges generally that the separate pendency of the National Union action and the Fireman’s Fund action presents a risk of inconsistent adjudications; that the San Francisco Superior Court has jurisdiction over all of the parties and should exercise jurisdiction at the appropriate time to resolve any and all disputes that have arisen or may in the future arise among the Company and its liability insurers; and that the San Francisco coverage action should also be stayed pending resolution of the underlying Ocean Pointe Cases. The San Francisco coverage action has been ordered stayed pending resolution of the Cases. | |
Through mediation, a tentative settlement in principle has been reached to resolve all of these legal proceedings, including Cases 1, 2, 3 and 4; the National Union action; the Fireman’s Fund action; and the San Francisco coverage action. Formal settlement documents have been circulated for review and comment. If the tentative settlement in principle is documented in a final, enforceable agreement and its conditions are satisfied, the Company will incur no uninsured liability in any of these legal proceedings. The Company cannot predict when, if ever, any settlement will be finalized, and an unfavorable outcome could result in uninsured liability that substantially exceeds the amount of such tentative settlement in principle. It is not possible to reasonably estimate the amount or range of any such possible excess. | |
Nishimura v. Gentry Homes, Ltd; Simpson Manufacturing Co., Inc.; and Simpson Strong-Tie Company, Inc., Civil no. 11-1-1522-07, was filed in the Circuit Court of the First Circuit of Hawaii on July 20, 2011. The Nishimura case alleges premature corrosion of the Company’s strap tie holdown products in a housing development at Ewa Beach in Honolulu, Hawaii. In February 2012, the Court dismissed three of the five claims the plaintiffs had asserted against the Company. In December 2013, the Court granted the Company's motion for summary judgment on the remaining claims. Currently, the case is closed, though it remains subject to appeal. | |
The Company is not engaged in any other legal proceedings as of the date hereof, which the Company expects individually or in the aggregate to have a material adverse effect on the Company’s financial condition, cash flows or results of operations. The resolution of claims and 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. | |
Other | |
The Company’s policy with regard to environmental liabilities is to accrue for future environmental assessments and remediation costs when information becomes available that indicates that it is probable that the Company is liable for any related claims and assessments and the amount of the liability is reasonably estimable. The Company does not believe that these environmental matters will have a material adverse effect on the Company’s financial condition, cash flows or results of operations. | |
Corrosion, hydrogen enbrittlement, cracking, material hardness, wood pressure-treating chemicals, misinstallations, misuse, design and assembly flaws, manufacturing defects, environmental conditions, surface preparation or other factors can contribute to failure of fasteners, connectors, tools, anchors, adhesives, coatings and tool products. On occasion, some of the products that the Company sells have failed, although the Company has not incurred any material liability resulting from those failures. The Company attempts to avoid such failures by establishing and monitoring appropriate product specifications, manufacturing quality control procedures, inspection procedures and information on appropriate installation methods and conditions. The Company subjects its products to extensive testing, with results and conclusions published in Company catalogues and on its websites. Based on test results to date, the Company believes that, generally, if its products are appropriately selected, installed and used in accordance with the Company’s guidance, they may be reliably used in appropriate applications. |
StockBased_Incentive_Plans
Stock-Based Incentive Plans | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Stock-Based Incentive Plans | ' | |||||||||||||
Stock-Based Incentive Plans | ||||||||||||||
The Company currently has one stock-based incentive plan, which incorporates and supersedes its two previous plans (see Note 1 “Basis of Presentation — Accounting for Stock-Based Compensation”). Participants are granted stock-based awards only if the applicable Company-wide or profit-center operating goals, or both, established by the Compensation and Leadership Development Committee of the Board of Directors at the beginning of the year, are met. Certain participants may have additional goals based on strategic initiatives of the Company. | ||||||||||||||
The fair value of each restricted stock unit award is estimated on the date of the award based on the closing market price of the underlying stock on the day preceding the date of the award. On February 3, 2014, 342,950 restricted stock units were awarded, including 9,975 awarded to the Company’s directors who are not employees, at an estimated value of $30.98 per share, based on the closing price on January 31, 2014. The restrictions on these awards generally lapse one quarter on the date of the award and one quarter on each of the first, second and third anniversaries of the date of the award. | ||||||||||||||
The following table summarizes the Company’s unvested restricted stock unit activity for the nine months ended September 30, 2014: | ||||||||||||||
Shares | Weighted- | Aggregate | ||||||||||||
Average Price | Intrinsic | |||||||||||||
Value * | ||||||||||||||
Unvested Restricted Stock Units (RSUs) | (in thousands) | (in thousands) | ||||||||||||
Outstanding at January 1, 2014 | 448 | $ | 32.45 | |||||||||||
Awarded | 343 | |||||||||||||
Vested | (282 | ) | ||||||||||||
Forfeited | (1 | ) | ||||||||||||
Outstanding at September 30, 2014 | 508 | $ | 31.67 | $ | 14,817 | |||||||||
Outstanding and expected to vest at September 30, 2014 | 497 | $ | 31.68 | $ | 14,473 | |||||||||
* | The intrinsic value is calculated using the closing price per share of $29.15 as reported by the New York Stock Exchange on September 30, 2014. | |||||||||||||
Based on the market value on the award date, the total intrinsic value of vested restricted stock units during the nine-month periods ended September 30, 2014 and 2013, was $9.0 million and $5.7 million, respectively. | ||||||||||||||
No stock options were granted in 2013 or the first nine months of 2014. The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2014: | ||||||||||||||
Shares | Weighted- | Weighted- | Aggregate | |||||||||||
Average | Average | Intrinsic | ||||||||||||
Exercise Price | Remaining | Value * | ||||||||||||
Contractual Life | ||||||||||||||
Non-Qualified Stock Options | (in thousands) | (in years) | (in thousands) | |||||||||||
Outstanding at January 1, 2014 | 1,021 | $ | 29.35 | |||||||||||
Exercised | (144 | ) | ||||||||||||
Forfeited | (5 | ) | ||||||||||||
Outstanding at September 30, 2014 | 872 | $ | 29.39 | $ | 212 | |||||||||
Outstanding and expected to vest at September 30, 2014 | 864 | $ | 29.39 | 3.3 | $ | 212 | ||||||||
Exercisable at September 30, 2014 | 710 | $ | 29.33 | 3.2 | $ | 212 | ||||||||
* | The intrinsic value represents the amount, if any, by which the fair market value of the underlying common stock exceeds the exercise price of the stock option, using the closing price per share of $29.15 as reported by the New York Stock Exchange on September 30, 2014. | |||||||||||||
The total intrinsic value of stock options exercised during the nine-month periods ended September 30, 2014 and 2013, was $0.7 million and $0.9 million, respectively. | ||||||||||||||
A summary of the status of unvested stock options as of September 30, 2014, and changes during the nine months ended September 30, 2014, are presented below: | ||||||||||||||
Shares | Weighted- | |||||||||||||
Average | ||||||||||||||
Grant-Date Fair Value | ||||||||||||||
Unvested Stock Options | (in thousands) | |||||||||||||
Unvested at January 1, 2014 | 448 | $ | 10.31 | |||||||||||
Vested | (285 | ) | 10.3 | |||||||||||
Forfeited | (1 | ) | 10.33 | |||||||||||
Unvested at September 30, 2014 | 162 | $ | 10.33 | |||||||||||
As of September 30, 2014, $16.7 million of total unrecognized compensation cost was related to unvested stock-based compensation arrangements under the 2011 Incentive Plan for awards made through February 2014 and those expected to be made through February 2015. The portions of this cost related to stock options and restricted stock units awarded through February 2014 are expected to be recognized over a weighted-average period of 1.8 years. |
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Information | ' | |||||||||||||||
Segment Information | ||||||||||||||||
The Company is organized into three reportable 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 primarily the United States and Canada, the Europe segment, comprising continental Europe and the United Kingdom, and the Asia/Pacific segment, comprising the Company’s operations in China, Hong Kong, the South Pacific and the Middle East. These segments are similar in several ways, including the types of materials, the production processes, the distribution channels and the product applications. | ||||||||||||||||
The Company’s measure of profit or loss for its reportable segments is income (loss) from operations. The reconciling amount between consolidated income before tax and consolidated income from operations is interest income, which is primarily attributed to Administrative and All Other. | ||||||||||||||||
The following tables illustrate certain measurements used by management to assess the performance as of or for the following periods: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Net Sales | ||||||||||||||||
North America | $ | 171,064 | $ | 157,278 | $ | 476,546 | $ | 444,772 | ||||||||
Europe | 34,609 | 33,866 | 97,297 | 89,855 | ||||||||||||
Asia/Pacific | 3,647 | 4,475 | 11,675 | 10,621 | ||||||||||||
Total | $ | 209,320 | $ | 195,619 | $ | 585,518 | $ | 545,248 | ||||||||
Sales to Other Segments* | ||||||||||||||||
North America | $ | 1,058 | $ | 1,316 | $ | 3,151 | $ | 3,247 | ||||||||
Europe | 308 | 20 | 934 | 332 | ||||||||||||
Asia/Pacific | 5,890 | 3,968 | 13,218 | 12,979 | ||||||||||||
Total | $ | 7,256 | $ | 5,304 | $ | 17,303 | $ | 16,558 | ||||||||
Income (Loss) from Operations | ||||||||||||||||
North America | $ | 29,914 | $ | 28,659 | $ | 82,598 | $ | 73,582 | ||||||||
Europe | 3,447 | 3,682 | 6,283 | 1,742 | ||||||||||||
Asia/Pacific | (148 | ) | (649 | ) | (1,783 | ) | (1,878 | ) | ||||||||
Administrative and all other | (995 | ) | (807 | ) | (3,142 | ) | (3,871 | ) | ||||||||
Total | $ | 32,218 | $ | 30,885 | $ | 83,956 | $ | 69,575 | ||||||||
* The sales to other segments are eliminated in consolidation. | ||||||||||||||||
At | ||||||||||||||||
At September 30, | December 31, | |||||||||||||||
(in thousands) | 2014 | 2013 | 2013 | |||||||||||||
Total Assets | ||||||||||||||||
North America | $ | 684,820 | $ | 630,459 | $ | 627,196 | ||||||||||
Europe | 190,359 | 196,958 | 201,384 | |||||||||||||
Asia/Pacific | 29,379 | 32,757 | 31,560 | |||||||||||||
Administrative and all other | 77,285 | 74,002 | 93,473 | |||||||||||||
Total | $ | 981,843 | $ | 934,176 | $ | 953,613 | ||||||||||
Cash collected by the Company’s United States subsidiaries is routinely transferred into the Company’s cash management accounts and, therefore, has been included in the total assets of “Administrative and all other.” Cash and cash equivalent balances in the “Administrative and all other” segment were $166.8 million, $120.1 million, and $156.0 million, as of September 30, 2014 and 2013, and December 31, 2013, respectively. | ||||||||||||||||
The following table illustrates the distribution of the Company’s net sales by product group for the following periods: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Wood Construction Products | $ | 175,522 | $ | 164,091 | $ | 496,564 | $ | 462,751 | ||||||||
Concrete Construction Products | 33,704 | 31,488 | 88,735 | 82,323 | ||||||||||||
Other | 94 | 40 | 219 | 174 | ||||||||||||
Total | $ | 209,320 | $ | 195,619 | $ | 585,518 | $ | 545,248 | ||||||||
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. Concrete construction products include adhesives, chemicals, mechanical anchors, carbide drill bits, powder actuated tools and fiber reinforcing materials and are used for restoration, protection or strengthening concrete, masonry and steel construction in residential, industrial, commercial and infrastructure construction. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
In October 2014, the Company’s Board of Directors declared a cash dividend of $0.14 per share, estimated to total $6.9 million, to be paid on January 29, 2015, to stockholders of record on January 8, 2015. The Board of Directors also scheduled the Company’s 2015 annual meeting of stockholders for Tuesday, April 21, 2015. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Principles of Consolidation | ' |
Principles of Consolidation | |
The condensed consolidated financial statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries (the “Company”). Investments in 50% or less owned affiliates are accounted for using either the cost or the equity method. All significant intercompany transactions have been eliminated. | |
Interim Period Reporting | ' |
Interim Period Reporting | |
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These interim statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. | |
The unaudited quarterly condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial information set forth therein, in accordance with GAAP. The year-end condensed consolidated balance sheet data were derived from audited financial statements, but do not include all disclosures required by GAAP. The Company’s quarterly results fluctuate. As a result, the Company believes the results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any future period. | |
Revisions and Out-of-Period Adjustment | ' |
Revisions | |
The Company revised its September 30, 2013, Condensed Consolidated Balance Sheet to classify $5.6 million of indefinite-lived assets as intangible assets, net, that had erroneously been classified as other noncurrent assets. The Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2013, was revised to reflect $0.3 million and $0.8 million, respectively, of rental income from properties rented to third-parties as an offset to general and administrative expense rather than as net sales as originally reported in error. With this revision, rental incomes are reported, net of related expenses, in general and administrative expense. These revisions were not considered material to the affected periods. | |
Out-of-Period Adjustment | |
In the first quarter of 2014, the Company recorded an out-of-period adjustment, which increased gross profit, income from operations and net income by $2.3 million, $2.0 million and $1.3 million, respectively. The adjustment resulted from an over-statement of prior periods' workers compensation expense, net of cash profit sharing expense, and was not material to the current period's or any prior period's financial statements. | |
Revenue Recognition | ' |
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, and 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 services and lease income, though significantly less than 1% of net sales and not material to the condensed 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. | |
Net Earnings Per Common Share | ' |
Net Earnings Per Common Share | |
Basic earnings per common share are computed based on the weighted-average number of common shares outstanding. Potentially dilutive securities, using the treasury stock method, are included in the diluted per-share calculations for all periods when the effect of their inclusion is dilutive. | |
Accounting for Stock-Based Compensation | ' |
The amounts included in cost of sales, research and development and other engineering, selling, or general and administrative expense depend on the job functions performed by the employees to whom the stock options and restricted stock units were awarded. | |
The assumptions used to calculate the fair value of stock options granted or restricted stock units awarded are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience. | |
Accounting for Stock-Based Compensation | |
With the approval of the Company’s stockholders on April 26, 2011, the Company adopted the Simpson Manufacturing Co., Inc. 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 directors who are not employees. Options previously granted under the 1994 Plan or the 1995 Plan were not affected by the adoption of the 2011 Plan and continue to be governed by the 1994 Plan or the 1995 Plan, respectively. | |
Under the 1994 Plan, the Company could grant incentive stock options and non-qualified stock options. The Company, however, granted only non-qualified stock options under both the 1994 Plan and the 1995 Plan. The Company generally granted options under each of the 1994 Plan and the 1995 Plan once each year. The exercise price per share of each option granted under the 1994 Plan equaled the closing market price per share of the Company’s common stock as reported by the New York Stock Exchange on the day preceding the day that the Compensation and Leadership Development Committee of the Company’s Board of Directors met to approve the grant of the options. The exercise price per share under each option granted under the 1995 Plan was at the fair market value on the date specified in the 1995 Plan. Options vest and expire according to terms established at the grant date. Options granted under the 1994 Plan typically vest evenly over the requisite service period of four years and have a term of seven years. The vesting of options granted under the 1994 Plan will be accelerated if the grantee ceases to be employed by the Company after reaching age 60 or if there is a change in control of the Company. Options granted under the 1995 Plan were fully vested on the date of grant. 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. | |
Under the 2011 Plan, the Company may grant incentive stock options, non-qualified stock options, restricted stock and restricted stock units, although the Company currently intends to award primarily restricted stock units and to a lesser extent, if at all, non-qualified stock options. The Company has not awarded, and does not currently intend to award, incentive stock options or restricted stock. Under the 2011 Plan, no more than 16.3 million shares of the Company’s common stock may be issued (including shares already issued) pursuant to all awards under the 2011 Plan, including on exercise of options previously granted under the 1994 Plan and the 1995 Plan. Shares of common stock to be issued pursuant to the 2011 Plan are registered under the Securities Act of 1933. | |
Fair Value of Financial Instruments | ' |
The carrying amounts of trade accounts receivable, accounts payable and accrued 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 is classified as Level 3 within the fair value hierarchy and is based on the Company's unobserved inputs and assumptions. In the third quarter of 2014, the fair value of the contingent consideration, related to the acquisition of Bierbach GmbH & Co. KG (“Bierbach”), a Germany corporation, was decreased from $0.8 million to $0.4 million, as a result of not retaining Bierbach's historical customers and increased competition. | |
Fair Value of Financial Instruments | |
The “Fair Value Measurements and Disclosures” topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification™ (“ASC”) establishes a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: 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 the fair value measurement. | |
The Company’s investments consisted of only United States Treasury securities and money market funds, which are the Company’s primary financial instruments, maintained in cash equivalents and carried at cost, approximating fair value, based on Level 1 inputs. | |
Income Taxes | ' |
Income Taxes | |
The Company uses an estimated annual effective tax rate to measure the tax benefit or tax expense recognized in each interim period. The estimated effective tax rate was slightly higher in the third quarter of 2014 than in the third quarter of 2013. | |
Acquisitions | ' |
Acquisitions | |
In February 2013, the Company purchased certain assets relating to the TJ® ShearBrace (“ShearBrace”) product line of Weyerhaeuser NR Company (“Weyerhaeuser”) for $5.3 million in cash. The ShearBrace is a line of pre-fabricated shearwalls that complements the Company’s Strong-Wall shearwall, and is sold throughout North America. The Company’s measurement of assets acquired included goodwill of $0.9 million that has been assigned to the North America segment, and intangible assets of $3.6 million, both of which are subject to tax-deductible amortization. Net tangible assets consisting of inventory and equipment accounted for the balance of the purchase price. The weighted-average amortization period for the intangible assets is 11.3 years. | |
In November 2013, the Company purchased certain assets related to a connector product line from Bierbach for $1.2 million in cash and a contingent liability of $0.8 million. Bierbach manufactured and sold a line of connectors, primarily in Germany. The Company’s initial provisional measurement of assets acquired included goodwill of $0.7 million, which was assigned to the Europe segment, and intangible assets of $0.6 million, both of which are subject to tax-deductible amortization. Net tangible assets consisting of inventory and tooling accounted for the balance of the purchase price. The provisional measurement of the assets acquired was revised in the third quarter of 2014 to include goodwill of $0.5 million with intangible assets unchanged at $0.6 million. Net tangible assets consisting of inventory and tooling accounted for the balance of the purchase price. Also in the third quarter of 2014, the Company reduced the fair value of the contingent consideration liability from $0.8 million to $0.4 million due to a failure to retain Bierbach's historical customers and increased competition, which resulted in a $0.4 million gain that was reported in general and administrative expenses in the Condensed Consolidated Statements of Operations. The goodwill was fully impaired during the quarter. (See Note 1 "Basis of Presentation - Goodwill Impairment Testing" below). | |
In the first quarter of 2014, the Company paid $1.1 million in deferred consideration and $0.2 million in contingent consideration related to the acquisition of S&P Clever Reinforcement Company AG and S&P Clever International AG (collectively, “S&P Clever”). The remaining deferred and contingent consideration of $1.5 million is payable in the first quarter of 2015. | |
Under the business combinations topic of the FASB ASC, the Company accounted for these acquisitions as business combinations and ascribed acquisition-date fair values to the acquired assets. Provisional fair value measurements were made in the first and fourth quarters of 2013 for the acquired assets of ShearBrace and Bierbach, respectively. 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 was based on Level 3 inputs. The Company has completed the measurement process for ShearBrace assets and expects the measurement process for the Bierbach acquisition to be finalized in the fourth quarter of 2014. | |
Pro-forma financial information is not presented as it would not materially differ from the information presented in the Condensed Consolidated Statements of Operations. | |
Goodwill Impairment Testing | ' |
Goodwill Impairment Testing | |
The Company tests goodwill for impairment at the reporting unit level on an annual basis, in the fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. These events or circumstances may include, among others, a significant change in the business climate, legal factors, operating performance indicators such as decreases to sales forecasts, competition, or the disposition or relocation of a significant portion of a reporting unit's assets. | |
In the third quarter of 2014, the factors that led to the reduction in contingent consideration liability related to Bierbach discussed above resulted in management performing an impairment test to evaluate the recoverability of the Germany reporting unit's goodwill, which consists entirely of goodwill from the Bierbach acquisition. The test resulted in the impairment of all of the reporting unit’s goodwill in the amount of $0.5 million. | |
The Company performed a two-step impairment test on the goodwill of the Germany reporting unit. In the first step, the Company compared the fair value of the reporting unit to its carrying value. The fair value was estimated using a discounted cash flow model, which considers estimates of projected future operating results and cash flows, discounted at an estimated after-tax weighted-average cost of capital. The discounted cash flow model requires significant judgment involving 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 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 materially from those estimates. Assumptions about the 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 were derived from the Company’s 2014 projected annual operating results for the Germany reporting unit. 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 the competitive environment. Future estimates, however derived, are inherently uncertain. Nonetheless, the Company believes that this is the most appropriate source on which to base its estimates. | |
As the carrying amount of the Germany reporting unit exceeds its fair value, a second test was performed to measure the amount of impairment, if any, by allocating the reporting unit’s fair value to its assets and liabilities, other than goodwill, and comparing the resulting implied fair value of goodwill with its carrying amount. An impairment charge for the difference was then recorded. The goodwill impairment evaluation performed by management as of September 30, 2014, indicated that the carrying value of the Company's Germany reporting unit exceeded its fair value by more than 32% of the carrying value. | |
In connection with the impairment of the goodwill, the Company also reviewed associated long-lived assets in Germany, such as property and equipment, and intangible assets, for recoverability by comparing the projected undiscounted net cash flows associated with those assets to their carrying values. No impairment of long-lived assets was required as a result of that review during the third quarter of 2014. | |
Recently Adopted Accounting Standards | ' |
Recently Issued Accounting Standards | |
In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification Update No. 2014-08 (Topic 205 and Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASC Update No. 2014-08"). ASC Update No. 2014-08 modifies the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. ASC Update No. 2014-08 also requires additional financial statement disclosures about discontinued operations, as well as disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation. ASC Update No. 2014-08 is effective prospectively for years beginning on or after December 15, 2014. The Company expects that the adoption of ASC Update No. 2014-08 will not materially affect its financial position or results of operations. | |
In May 2014, the FASB issued ASC Update No. 2014-09, Revenue from Contracts with Customers ("ASC Update No. 2014-09"). ASC Update No. 2014-09 supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASC Update No. 2014-09 is that revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASC Update No. 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual and interim periods beginning after December 15, 2016, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASC Update No. 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the effects of adopting ASC Update No. 2014-09 on its consolidated financial statements and has not yet determined the method by which it will adopt the standard. | |
Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants and the Securities and Exchange Commission did not or is not expected to have a material effect on the Company’s consolidated financial statements. |
Basis_of_Presentation_Tables
Basis of Presentation (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||||||
Reconciliation of basic earnings per share ("EPS") to diluted EPS | ' | |||||||||||||||
The following is a reconciliation of basic earnings per common share to diluted earnings per share: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands, except per share amounts) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Net income available to common stockholders | $ | 20,614 | $ | 20,006 | $ | 53,151 | $ | 43,303 | ||||||||
Basic weighted-average shares outstanding | 49,010 | 48,377 | 48,972 | 48,482 | ||||||||||||
Dilutive effect of potential common stock equivalents — stock options and restricted stock units | 217 | 174 | 200 | 121 | ||||||||||||
Diluted weighted-average shares outstanding | 49,227 | 48,551 | 49,172 | 48,603 | ||||||||||||
Earnings per common share: | ||||||||||||||||
Basic | $ | 0.42 | $ | 0.41 | $ | 1.09 | $ | 0.89 | ||||||||
Diluted | $ | 0.42 | $ | 0.41 | $ | 1.08 | $ | 0.89 | ||||||||
Potentially dilutive securities excluded from earnings per diluted share because their effect is anti-dilutive | — | — | — | — | ||||||||||||
Stock option and restricted stock unit activity of the entity | ' | |||||||||||||||
The following table represents the Company’s stock option and restricted stock unit activity for the three and nine months ended September 30, 2014 and 2013: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Stock-based compensation expense recognized in operating expenses | $ | 3,041 | $ | 2,959 | $ | 8,781 | $ | 8,644 | ||||||||
Less: Tax benefit of stock-based compensation expense in provision for income taxes | 1,075 | 1,087 | 3,142 | 3,031 | ||||||||||||
Stock-based compensation expense, net of tax | $ | 1,966 | $ | 1,872 | $ | 5,639 | $ | 5,613 | ||||||||
Fair value of shares vested | $ | 3,098 | $ | 3,007 | $ | 8,789 | $ | 8,656 | ||||||||
Proceeds to the Company from the exercise of stock-based compensation | $ | 1,551 | $ | 4,557 | $ | 4,178 | $ | 5,333 | ||||||||
Tax effect from the exercise of stock-based compensation, including shortfall tax benefits | $ | (89 | ) | $ | (337 | ) | $ | (275 | ) | $ | (2,187 | ) | ||||
At September 30, | ||||||||||||||||
(in thousands) | 2014 | 2013 | ||||||||||||||
Stock-based compensation cost capitalized in inventory | $ | 525 | $ | 426 | ||||||||||||
Summary of financial instruments | ' | |||||||||||||||
The balances of the Company’s primary financial instruments were as follows: | ||||||||||||||||
At September 30, | At December 31 | |||||||||||||||
(in thousands) | 2014 | 2013 | 2013 | |||||||||||||
Financial instruments | $ | 98,568 | $ | 87,381 | $ | 117,571 | ||||||||||
Schedule of effective tax rates and income tax expense | ' | |||||||||||||||
The following table presents the Company’s effective tax rates and income tax expense for the three and nine months ended September 30, 2014 and 2013: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands, except percentages) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Effective tax rate | 36 | % | 35.2 | % | 36.7 | % | 37.8 | % | ||||||||
Provision for income taxes | $ | 11,577 | $ | 10,870 | $ | 30,849 | $ | 26,304 | ||||||||
Trade_Accounts_Receivable_Net_
Trade Accounts Receivable, Net (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Receivables [Abstract] | ' | |||||||||||
Schedule of trade accounts receivable, net | ' | |||||||||||
Trade accounts receivable consisted of the following: | ||||||||||||
At September 30, | At December 31, | |||||||||||
(in thousands) | 2014 | 2013 | 2013 | |||||||||
Trade accounts receivable | $ | 131,323 | $ | 122,328 | $ | 92,413 | ||||||
Allowance for doubtful accounts | (836 | ) | (1,384 | ) | (945 | ) | ||||||
Allowance for sales discounts and returns | (2,992 | ) | (2,049 | ) | (1,451 | ) | ||||||
$ | 127,495 | $ | 118,895 | $ | 90,017 | |||||||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Inventory Disclosure [Abstract] | ' | |||||||||||
Schedule of carrying values of inventories | ' | |||||||||||
Inventories consisted of the following: | ||||||||||||
At September 30, | At December 31, | |||||||||||
(in thousands) | 2014 | 2013 | 2013 | |||||||||
Raw materials | $ | 77,845 | $ | 75,032 | $ | 81,338 | ||||||
In-process products | 19,646 | 18,070 | 18,475 | |||||||||
Finished products | 100,929 | 94,153 | 97,915 | |||||||||
$ | 198,420 | $ | 187,255 | $ | 197,728 | |||||||
Property_Plant_and_Equipment_N1
Property, Plant and Equipment, Net (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||||
Schedule of property, plant and equipment | ' | |||||||||||
Property, plant and equipment, net, consisted of the following: | ||||||||||||
At September 30, | At December 31, | |||||||||||
(in thousands) | 2014 | 2013 | 2013 | |||||||||
Land | $ | 29,624 | $ | 29,283 | $ | 29,347 | ||||||
Buildings and site improvements | 174,343 | 177,484 | 178,391 | |||||||||
Leasehold improvements | 5,404 | 5,068 | 5,213 | |||||||||
Machinery, equipment, and software | 230,534 | 221,459 | 225,831 | |||||||||
439,905 | 433,294 | 438,782 | ||||||||||
Less accumulated depreciation and amortization | (246,287 | ) | (232,958 | ) | (235,535 | ) | ||||||
193,618 | 200,336 | 203,247 | ||||||||||
Capital projects in progress | 12,516 | 9,305 | 6,286 | |||||||||
$ | 206,134 | $ | 209,641 | $ | 209,533 | |||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Schedule of goodwill, by segment | ' | |||||||||||
Goodwill was as follows: | ||||||||||||
At September 30, | At December 31, | |||||||||||
(in thousands) | 2014 | 2013 | 2013 | |||||||||
North America | $ | 84,647 | $ | 87,104 | $ | 84,822 | ||||||
Europe | 38,918 | 41,388 | 42,690 | |||||||||
Asia/Pacific | 1,663 | 1,778 | 1,706 | |||||||||
Total | $ | 125,228 | $ | 130,270 | $ | 129,218 | ||||||
Schedule of net intangible assets, by segment | ' | |||||||||||
Amortizable and indefinite-lived intangible assets, net, were as follows: | ||||||||||||
At September 30, 2014 | ||||||||||||
Gross | Net | |||||||||||
Carrying | Accumulated | Carrying | ||||||||||
(in thousands) | Amount | Amortization | Amount | |||||||||
North America | $ | 34,490 | $ | (18,941 | ) | $ | 15,549 | |||||
Europe | 31,766 | (12,533 | ) | 19,233 | ||||||||
Total | $ | 66,256 | $ | (31,474 | ) | $ | 34,782 | |||||
At September 30, 2013 | ||||||||||||
Gross | Net | |||||||||||
(in thousands) | Carrying | Accumulated | Carrying | |||||||||
Amount | Amortization | Amount | ||||||||||
North America | $ | 34,591 | $ | (15,032 | ) | $ | 19,559 | |||||
Europe | 32,255 | (9,273 | ) | 22,982 | ||||||||
Total | $ | 66,846 | $ | (24,305 | ) | $ | 42,541 | |||||
At December 31, 2013 | ||||||||||||
Gross | Net | |||||||||||
(in thousands) | Carrying | Accumulated | Carrying | |||||||||
Amount | Amortization | Amount | ||||||||||
North America | $ | 34,520 | $ | (15,909 | ) | $ | 18,611 | |||||
Europe | 33,217 | (10,055 | ) | 23,162 | ||||||||
Total | $ | 67,737 | $ | (25,964 | ) | $ | 41,773 | |||||
Schedule of estimated future amortization of intangible assets | ' | |||||||||||
At September 30, 2014, estimated future amortization of definite-lived intangible assets was as follows: | ||||||||||||
(in thousands) | ||||||||||||
Remaining three months of 2014 | $ | 1,638 | ||||||||||
2015 | 6,152 | |||||||||||
2016 | 5,918 | |||||||||||
2017 | 4,142 | |||||||||||
2018 | 3,166 | |||||||||||
2019 | 3,138 | |||||||||||
Thereafter | 8,444 | |||||||||||
$ | 32,598 | |||||||||||
Changes in the carrying amount of goodwill and intangible assets | ' | |||||||||||
The changes in the carrying amount of goodwill and intangible assets for the nine months ended September 30, 2014, were as follows: | ||||||||||||
Intangible | ||||||||||||
(in thousands) | Goodwill | Assets | ||||||||||
Balance at December 31, 2013 | $ | 129,218 | $ | 41,773 | ||||||||
Reclassifications | (149 | ) | 85 | |||||||||
Impairment* | (492 | ) | — | |||||||||
Amortization | — | (5,511 | ) | |||||||||
Foreign exchange | (3,349 | ) | (1,565 | ) | ||||||||
Balance at September 30, 2014 | $ | 125,228 | $ | 34,782 | ||||||||
* | See Note 1 "Basis of Presentation — Goodwill Impairment Testing" |
StockBased_Incentive_Plans_Tab
Stock-Based Incentive Plans (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Restricted Stock | ' | |||||||||||||
Stock-Based Compensation | ' | |||||||||||||
Schedule of unvested restricted stock unit activity | ' | |||||||||||||
The following table summarizes the Company’s unvested restricted stock unit activity for the nine months ended September 30, 2014: | ||||||||||||||
Shares | Weighted- | Aggregate | ||||||||||||
Average Price | Intrinsic | |||||||||||||
Value * | ||||||||||||||
Unvested Restricted Stock Units (RSUs) | (in thousands) | (in thousands) | ||||||||||||
Outstanding at January 1, 2014 | 448 | $ | 32.45 | |||||||||||
Awarded | 343 | |||||||||||||
Vested | (282 | ) | ||||||||||||
Forfeited | (1 | ) | ||||||||||||
Outstanding at September 30, 2014 | 508 | $ | 31.67 | $ | 14,817 | |||||||||
Outstanding and expected to vest at September 30, 2014 | 497 | $ | 31.68 | $ | 14,473 | |||||||||
* | The intrinsic value is calculated using the closing price per share of $29.15 as reported by the New York Stock Exchange on September 30, 2014. | |||||||||||||
Non-Qualified Stock Options | ' | |||||||||||||
Stock-Based Compensation | ' | |||||||||||||
Summary of stock option activity | ' | |||||||||||||
The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2014: | ||||||||||||||
Shares | Weighted- | Weighted- | Aggregate | |||||||||||
Average | Average | Intrinsic | ||||||||||||
Exercise Price | Remaining | Value * | ||||||||||||
Contractual Life | ||||||||||||||
Non-Qualified Stock Options | (in thousands) | (in years) | (in thousands) | |||||||||||
Outstanding at January 1, 2014 | 1,021 | $ | 29.35 | |||||||||||
Exercised | (144 | ) | ||||||||||||
Forfeited | (5 | ) | ||||||||||||
Outstanding at September 30, 2014 | 872 | $ | 29.39 | $ | 212 | |||||||||
Outstanding and expected to vest at September 30, 2014 | 864 | $ | 29.39 | 3.3 | $ | 212 | ||||||||
Exercisable at September 30, 2014 | 710 | $ | 29.33 | 3.2 | $ | 212 | ||||||||
* | The intrinsic value represents the amount, if any, by which the fair market value of the underlying common stock exceeds the exercise price of the stock option, using the closing price per share of $29.15 as reported by the New York Stock Exchange on September 30, 2014. | |||||||||||||
Unvested Stock Options | ' | |||||||||||||
Stock-Based Compensation | ' | |||||||||||||
Summary of stock option activity | ' | |||||||||||||
A summary of the status of unvested stock options as of September 30, 2014, and changes during the nine months ended September 30, 2014, are presented below: | ||||||||||||||
Shares | Weighted- | |||||||||||||
Average | ||||||||||||||
Grant-Date Fair Value | ||||||||||||||
Unvested Stock Options | (in thousands) | |||||||||||||
Unvested at January 1, 2014 | 448 | $ | 10.31 | |||||||||||
Vested | (285 | ) | 10.3 | |||||||||||
Forfeited | (1 | ) | 10.33 | |||||||||||
Unvested at September 30, 2014 | 162 | $ | 10.33 | |||||||||||
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of performance of reportable segments | ' | |||||||||||||||
The following tables illustrate certain measurements used by management to assess the performance as of or for the following periods: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Net Sales | ||||||||||||||||
North America | $ | 171,064 | $ | 157,278 | $ | 476,546 | $ | 444,772 | ||||||||
Europe | 34,609 | 33,866 | 97,297 | 89,855 | ||||||||||||
Asia/Pacific | 3,647 | 4,475 | 11,675 | 10,621 | ||||||||||||
Total | $ | 209,320 | $ | 195,619 | $ | 585,518 | $ | 545,248 | ||||||||
Sales to Other Segments* | ||||||||||||||||
North America | $ | 1,058 | $ | 1,316 | $ | 3,151 | $ | 3,247 | ||||||||
Europe | 308 | 20 | 934 | 332 | ||||||||||||
Asia/Pacific | 5,890 | 3,968 | 13,218 | 12,979 | ||||||||||||
Total | $ | 7,256 | $ | 5,304 | $ | 17,303 | $ | 16,558 | ||||||||
Income (Loss) from Operations | ||||||||||||||||
North America | $ | 29,914 | $ | 28,659 | $ | 82,598 | $ | 73,582 | ||||||||
Europe | 3,447 | 3,682 | 6,283 | 1,742 | ||||||||||||
Asia/Pacific | (148 | ) | (649 | ) | (1,783 | ) | (1,878 | ) | ||||||||
Administrative and all other | (995 | ) | (807 | ) | (3,142 | ) | (3,871 | ) | ||||||||
Total | $ | 32,218 | $ | 30,885 | $ | 83,956 | $ | 69,575 | ||||||||
* The sales to other segments are eliminated in consolidation. | ||||||||||||||||
At | ||||||||||||||||
At September 30, | December 31, | |||||||||||||||
(in thousands) | 2014 | 2013 | 2013 | |||||||||||||
Total Assets | ||||||||||||||||
North America | $ | 684,820 | $ | 630,459 | $ | 627,196 | ||||||||||
Europe | 190,359 | 196,958 | 201,384 | |||||||||||||
Asia/Pacific | 29,379 | 32,757 | 31,560 | |||||||||||||
Administrative and all other | 77,285 | 74,002 | 93,473 | |||||||||||||
Total | $ | 981,843 | $ | 934,176 | $ | 953,613 | ||||||||||
Schedule of net sales distributed by product group | ' | |||||||||||||||
The following table illustrates the distribution of the Company’s net sales by product group for the following periods: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Wood Construction Products | $ | 175,522 | $ | 164,091 | $ | 496,564 | $ | 462,751 | ||||||||
Concrete Construction Products | 33,704 | 31,488 | 88,735 | 82,323 | ||||||||||||
Other | 94 | 40 | 219 | 174 | ||||||||||||
Total | $ | 209,320 | $ | 195,619 | $ | 585,518 | $ | 545,248 | ||||||||
Basis_of_Presentation_Details
Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
High end of the range of the required percentage voting interest held to account for investments with the equity method of accounting | 50.00% |
Basis_of_Presentation_Basis_of
Basis of Presentation Basis of Presentation (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | |
Restatement Adjustment | Restatement Adjustment | Restatement Adjustment | ||||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | ' | ' | ' | ' | ' | ' | $5,600,000 | $5,600,000 |
Other noncurrent assets | 5,420,000 | 4,983,000 | 4,961,000 | 5,420,000 | 4,961,000 | ' | -5,600,000 | -5,600,000 |
General and administrative | 29,557,000 | ' | 28,523,000 | 85,993,000 | 82,906,000 | ' | 300,000 | 800,000 |
Revenue, Net | 209,320,000 | ' | 195,619,000 | 585,518,000 | 545,248,000 | ' | -300,000 | -800,000 |
Gross Profit | 95,553,000 | ' | 89,895,000 | 269,233,000 | 243,787,000 | 2,300,000 | ' | ' |
Income (Loss) from Operations | 32,218,000 | ' | 30,885,000 | 83,956,000 | 69,575,000 | 2,000,000 | ' | ' |
Net income | $20,614,000 | $7,668,000 | $20,006,000 | $53,151,000 | $43,303,000 | $1,300,000 | ' | ' |
Basis_of_Presentation_Details_
Basis of Presentation (Details 2) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Annual Withdrawal Liability Payment | $145,400 | ' |
Discount Rate | 5.00% | ' |
Multi Employer Defined Benefit Pension Plan, Termination Liability | $3,000,000 | $2,900,000 |
Basis_of_Presentation_Basis_of1
Basis of Presentation Basis of Presentation (Details 3) (Maximum) | 9 Months Ended |
Sep. 30, 2014 | |
Maximum | ' |
Revenue from External Customer [Line Items] | ' |
Service Sales Percentage of Net Sales | 1.00% |
Basis_of_Presentation_Details_1
Basis of Presentation (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Reconciliation of basic earnings per share ("EPS") to diluted EPS | ' | ' | ' | ' | ' |
Net income available to common stockholders | $20,614 | $7,668 | $20,006 | $53,151 | $43,303 |
Basic weighted-average shares outstanding | 49,010 | ' | 48,377 | 48,972 | 48,482 |
Dilutive effect of potential common stock equivalents — stock options and restricted stock units | 217 | ' | 174 | 200 | 121 |
Diluted weighted-average shares outstanding | 49,227 | ' | 48,551 | 49,172 | 48,603 |
Earnings per common share: | ' | ' | ' | ' | ' |
Basic (in dollars per share) | $0.42 | ' | $0.41 | $1.09 | $0.89 |
Diluted (in dollars per share) | $0.42 | ' | $0.41 | $1.08 | $0.89 |
Potentially dilutive securities excluded from earnings per diluted share because their effect is anti-dilutive | 0 | ' | 0 | 0 | 0 |
Basis_of_Presentation_Details_2
Basis of Presentation (Details 5) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Share data in Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Stock-based compensation activity, including both continuing and discontinued operations | ' | ' | ' | ' | ' |
Stock-based compensation expense recognized in operating expenses | $3,041 | $2,959 | $8,781 | $8,644 | ' |
Less: Tax benefit of stock-based compensation expense in provision for income taxes | 1,075 | 1,087 | 3,142 | 3,031 | ' |
Stock-based compensation expense, net of tax | 1,966 | 1,872 | 5,639 | 5,613 | ' |
Fair value of shares vested | 3,098 | 3,007 | 8,789 | 8,656 | ' |
Proceeds to the Company from the exercise of stock-based compensation | 1,551 | 4,557 | 4,178 | 5,333 | ' |
Tax effect from the exercise of stock-based compensation, including shortfall tax benefits | -89 | -337 | -275 | -2,187 | ' |
Fair value of financial instruments | ' | ' | ' | ' | ' |
United States Treasury securities and money market funds included in cash equivalents | 98,568 | 87,381 | 98,568 | 87,381 | 117,571 |
Income Taxes | ' | ' | ' | ' | ' |
Effective tax rate (as a percent) | 36.00% | 35.20% | 36.70% | 37.80% | ' |
Provision for income taxes | 11,577 | 10,870 | 30,849 | 26,304 | ' |
Stock Compensation Plan | ' | ' | ' | ' | ' |
Stock-based compensation activity, including both continuing and discontinued operations | ' | ' | ' | ' | ' |
Stock-based compensation cost capitalized in inventory | $525 | $426 | $525 | $426 | ' |
1994 Plan | ' | ' | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' | ' | ' |
Requisite service period for options to vest | ' | ' | '4 years | ' | ' |
Expiration period for options granted | ' | ' | '7 years | ' | ' |
Age after which vesting of options granted accelerates if the grantee ceases to be employed by the entity | ' | ' | '60 years | ' | ' |
2011 Plan | ' | ' | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' | ' | ' |
Maximum common stock shares that may be issued under plan | 16.3 | ' | 16.3 | ' | ' |
Basis_of_Presentation_Details_3
Basis of Presentation (Details 6) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Nov. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Nov. 30, 2013 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Nov. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | ||
North America | North America | North America | Europe | Europe | Europe | ShearBrace | ShearBrace | Bierbach GmbH & Co. KG | Bierbach GmbH & Co. KG | Bierbach GmbH & Co. KG | Bierbach GmbH & Co. KG | S&P Clever | S&P Clever | Level 3 | Level 3 | Level 3 | GERMANY | General and Administrative Expense | |||||||
North America | Europe | Europe | Bierbach GmbH & Co. KG | Bierbach GmbH & Co. KG | Bierbach GmbH & Co. KG | Europe | Bierbach GmbH & Co. KG | ||||||||||||||||||
Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Cash paid for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,300,000 | ' | $1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Goodwill | 125,228,000 | 130,270,000 | 125,228,000 | 130,270,000 | 129,218,000 | 84,647,000 | 84,822,000 | 87,104,000 | 38,918,000 | 42,690,000 | 41,388,000 | ' | 900,000 | ' | ' | 500,000 | 700,000 | ' | ' | ' | ' | ' | ' | ' | |
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,600,000 | ' | 600,000 | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Weighted-average amortization period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '11 years 3 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Contingent liability incurred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | 800,000 | 800,000 | ' | ' | |
Gain on contingent consideration adjustment | ' | ' | 386,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | |
Deferred consideration payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | |
Contingent consideration payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | |
Contingent consideration payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | |
Maximum period for payment for adjustments to provisional fair value measurements | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Impairment of goodwill | $492,000 | $0 | $492,000 | [1] | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying value of Germany Reporting Unit goodwill exceeding fair value percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32.00% | ' | |
[1] | See Note 1 "Basis of Presentation — Goodwill Impairment Testing" |
Trade_Accounts_Receivable_Net_1
Trade Accounts Receivable, Net (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |||
Receivables [Abstract] | ' | ' | ' |
Trade accounts receivable | $131,323 | $92,413 | $122,328 |
Allowance for doubtful accounts | -836 | -945 | -1,384 |
Allowance for sales discounts and returns | -2,992 | -1,451 | -2,049 |
Trade accounts receivable, net | $127,495 | $90,017 | $118,895 |
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |||
Inventory Disclosure [Abstract] | ' | ' | ' |
Raw materials | $77,845 | $81,338 | $75,032 |
In-process products | 19,646 | 18,475 | 18,070 |
Finished products | 100,929 | 97,915 | 94,153 |
Total inventories | $198,420 | $197,728 | $187,255 |
Property_Plant_and_Equipment_N2
Property, Plant and Equipment, Net (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |||
Property, Plant and Equipment | ' | ' | ' |
Property, plant and equipment, gross | $439,905 | $438,782 | $433,294 |
Less accumulated depreciation and amortization | -246,287 | -235,535 | -232,958 |
Property, plant and equipment excluding capital projects in progress, net | 193,618 | 203,247 | 200,336 |
Capital projects in progress | 12,516 | 6,286 | 9,305 |
Property, plant and equipment, net | 206,134 | 209,533 | 209,641 |
Land | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Property, plant and equipment, gross | 29,624 | 29,347 | 29,283 |
Buildings and site improvements | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Property, plant and equipment, gross | 174,343 | 178,391 | 177,484 |
Leasehold improvements | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Property, plant and equipment, gross | 5,404 | 5,213 | 5,068 |
Machinery, equipment, and software | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Property, plant and equipment, gross | $230,534 | $225,831 | $221,459 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets, Net (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |||
Carrying amount of goodwill by reportable segment | ' | ' | ' |
Goodwill | $125,228 | $129,218 | $130,270 |
North America | ' | ' | ' |
Carrying amount of goodwill by reportable segment | ' | ' | ' |
Goodwill | 84,647 | 84,822 | 87,104 |
Europe | ' | ' | ' |
Carrying amount of goodwill by reportable segment | ' | ' | ' |
Goodwill | 38,918 | 42,690 | 41,388 |
Asia/Pacific | ' | ' | ' |
Carrying amount of goodwill by reportable segment | ' | ' | ' |
Goodwill | $1,663 | $1,706 | $1,778 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets, Net (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Changes in gross carrying amount of finite-lived intangible assets | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Gross | $66,256,000 | $66,846,000 | $66,256,000 | $66,846,000 | $67,737,000 |
Accumulated Amortization | -31,474,000 | -24,305,000 | -31,474,000 | -24,305,000 | -25,964,000 |
Net Carrying Amount | 34,782,000 | 42,541,000 | 34,782,000 | 42,541,000 | 41,773,000 |
Amortization expense of intangible assets | 1,800,000 | 1,200,000 | 5,511,000 | 5,200,000 | ' |
Estimated future amortization of intangible assets | ' | ' | ' | ' | ' |
Remaining three months of 2014 | 1,638,000 | ' | 1,638,000 | ' | ' |
2015 | 6,152,000 | ' | 6,152,000 | ' | ' |
2016 | 5,918,000 | ' | 5,918,000 | ' | ' |
2017 | 4,142,000 | ' | 4,142,000 | ' | ' |
2018 | 3,166,000 | ' | 3,166,000 | ' | ' |
2019 | 3,138,000 | ' | 3,138,000 | ' | ' |
Thereafter | 8,444,000 | ' | 8,444,000 | ' | ' |
Total | 32,598,000 | ' | 32,598,000 | ' | ' |
North America | ' | ' | ' | ' | ' |
Changes in gross carrying amount of finite-lived intangible assets | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Gross | 34,490,000 | 34,591,000 | 34,490,000 | 34,591,000 | 34,520,000 |
Accumulated Amortization | -18,941,000 | -15,032,000 | -18,941,000 | -15,032,000 | -15,909,000 |
Net Carrying Amount | 15,549,000 | 19,559,000 | 15,549,000 | 19,559,000 | 18,611,000 |
Europe | ' | ' | ' | ' | ' |
Changes in gross carrying amount of finite-lived intangible assets | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Gross | 31,766,000 | 32,255,000 | 31,766,000 | 32,255,000 | 33,217,000 |
Accumulated Amortization | -12,533,000 | -9,273,000 | -12,533,000 | -9,273,000 | -10,055,000 |
Net Carrying Amount | 19,233,000 | 22,982,000 | 19,233,000 | 22,982,000 | 23,162,000 |
In Process Research and Development | ' | ' | ' | ' | ' |
Changes in gross carrying amount of finite-lived intangible assets | ' | ' | ' | ' | ' |
Intangible Assets, Indefinite Lived to Finite Lived, Transfers, Amount | ' | ' | $3,300,000 | ' | ' |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets, Net Goodwill and Intangible Assets, Net (Details 3) (In-Process Research and Development and Trade Name [Member], USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 |
In Millions, unless otherwise specified | |||
In-Process Research and Development and Trade Name [Member] | ' | ' | ' |
Indefinite-lived Intangible Assets [Line Items] | ' | ' | ' |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $2.20 | $5.70 | $5.60 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets, Net (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Changes in the carrying amount of goodwill | ' | ' | ' | ' | |
Balance at the beginning of the period | ' | ' | $129,218 | ' | |
Reclassifications | ' | ' | -149 | ' | |
Impairment | -492 | 0 | -492 | [1] | 0 |
Foreign exchange | ' | ' | -3,349 | ' | |
Balance at the end of the period | 125,228 | 130,270 | 125,228 | 130,270 | |
Changes in the carrying amount of intangible assets | ' | ' | ' | ' | |
Balance at the beginning of the period | ' | ' | 41,773 | ' | |
Reclassifications | ' | ' | 85 | ' | |
Impairment | ' | ' | 0 | [1] | ' |
Amortization | -1,800 | -1,200 | -5,511 | -5,200 | |
Foreign exchange | ' | ' | -1,565 | ' | |
Balance at the end of the period | $34,782 | $42,541 | $34,782 | $42,541 | |
[1] | See Note 1 "Basis of Presentation — Goodwill Impairment Testing" |
Debt_Details
Debt (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | |
Debt | ' | ' | ' |
Credit facility, maximum borrowing capacity | $304,400,000 | ' | ' |
Primary revolving line of credit | ' | ' | ' |
Debt | ' | ' | ' |
Credit facility, maximum borrowing capacity | 300,000,000 | ' | ' |
Primary revolving line of credit | Minimum | ' | ' | ' |
Debt | ' | ' | ' |
Facility fees on the available commitment of the facility (as a percent) | 0.15% | ' | ' |
Primary revolving line of credit | Maximum | ' | ' | ' |
Debt | ' | ' | ' |
Facility fees on the available commitment of the facility (as a percent) | 0.30% | ' | ' |
Primary revolving line of credit | LIBOR | ' | ' | ' |
Debt | ' | ' | ' |
LIBOR Rate at end of period (as a percent) | 0.15% | ' | ' |
Credit facility, interest rate basis | 'LIBOR | ' | ' |
Primary revolving line of credit | LIBOR | Minimum | ' | ' | ' |
Debt | ' | ' | ' |
Credit facility, interest rate spread (as a percent) | 0.60% | ' | ' |
Primary revolving line of credit | LIBOR | Maximum | ' | ' | ' |
Debt | ' | ' | ' |
Credit facility, interest rate spread (as a percent) | 1.45% | ' | ' |
Primary revolving line of credit | Base rate | ' | ' | ' |
Debt | ' | ' | ' |
Credit facility, interest rate basis | 'base rate | ' | ' |
Primary revolving line of credit | Base rate | Minimum | ' | ' | ' |
Debt | ' | ' | ' |
Credit facility, interest rate spread (as a percent) | 0.00% | ' | ' |
Primary revolving line of credit | Base rate | Maximum | ' | ' | ' |
Debt | ' | ' | ' |
Credit facility, interest rate spread (as a percent) | 0.45% | ' | ' |
Other revolving credit lines and long term debt | ' | ' | ' |
Debt | ' | ' | ' |
Total Borrowing Capacity | 4,400,000 | ' | ' |
Credit facility, interest rate low end of range (as a percent) | 0.88% | ' | ' |
Credit facility, interest rate high end of range (as a percent) | 7.25% | ' | ' |
Total outstanding balances | $0 | $100,000 | $1,200,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) | 9 Months Ended | 1 Months Ended |
Sep. 30, 2014 | Feb. 29, 2012 | |
lawsuit | Nishimura case | |
lawsuit | ||
Litigation | ' | ' |
Number of lawsuits filed against the entity | 4 | 5 |
Number of cases that alleges damages | 0 | ' |
Number of lawsuits dismissed | ' | 3 |
StockBased_Incentive_Plans_Det
Stock-Based Incentive Plans (Details) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | ||||||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Feb. 03, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Feb. 03, 2014 | |||
plan | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | Non-Qualified Stock Options | Unvested Stock Options | Non Employee Directors | |||||
Restricted Stock Units | |||||||||||
Stock-Based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of stock-based incentive plans | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of stock option plans superseded | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Awarded (in dollars per share) | ' | ' | ' | $30.98 | ' | ' | ' | ' | ' | ||
Restricted stock unit activity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Outstanding at the beginning of the period (in shares) | ' | ' | ' | ' | 448,000 | ' | ' | ' | ' | ||
Awarded (in shares) | ' | ' | ' | 342,950 | 343,000 | ' | ' | ' | 9,975 | ||
Vested (in shares) | ' | ' | ' | ' | -282,000 | ' | ' | ' | ' | ||
Forfeited (in shares) | ' | ' | ' | ' | -1,000 | ' | ' | ' | ' | ||
Outstanding at the end of the period (in shares) | ' | ' | ' | ' | 508,000 | ' | ' | ' | ' | ||
Outstanding and expected to vest at the end of the period (in shares) | ' | ' | ' | ' | 497,000 | ' | ' | ' | ' | ||
Weighted-Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Outstanding at the beginning of the period (in dollars per share) | ' | ' | ' | ' | $32.45 | ' | $29.35 | ' | ' | ||
Outstanding at the end of the period (in dollars per share) | ' | ' | ' | ' | $31.67 | ' | $29.39 | ' | ' | ||
Outstanding and expected to vest at end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | $29.39 | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | ' | ' | ' | ' | ' | ' | '3 years 3 months 18 days | ' | ' | ||
Exercisable at end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | $29.33 | ' | ' | ||
Weighted-Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Outstanding and expected to vest at the end of the period (in dollars per share) | ' | ' | ' | ' | $31.68 | ' | ' | ' | ' | ||
Granted (in shares) | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ||
Aggregate Intrinsic Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Outstanding at the end of the period (in dollars) | ' | ' | ' | ' | $14,817,000 | [1] | ' | $212,000 | [2] | ' | ' |
Outstanding and expected to vest at end of the period (in dollars) | ' | ' | ' | ' | 14,473,000 | [1] | ' | 212,000 | [2] | ' | ' |
Exercisable at end of the period (in dollars) | ' | ' | ' | ' | ' | ' | 212,000 | [2] | ' | ' | |
Total intrinsic value of options exercised (in dollars) | 700,000 | 900,000 | ' | ' | ' | ' | ' | ' | ' | ||
Aggregate Intrinsic Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total intrinsic value of awards vested (in dollars) | ' | ' | ' | ' | 9,000,000 | 5,700,000 | ' | ' | ' | ||
Closing price per share (in dollars per share) | ' | ' | ' | ' | $29.15 | ' | ' | ' | ' | ||
Non-Qualified Stock Options activity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Outstanding at the beginning of the period (in shares) | ' | ' | ' | ' | ' | ' | 1,021,000 | ' | ' | ||
Exercised (in shares) | ' | ' | ' | ' | ' | ' | -144,000 | ' | ' | ||
Forfeited (in shares) | ' | ' | ' | ' | ' | ' | -5,000 | ' | ' | ||
Outstanding at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | 872,000 | ' | ' | ||
Outstanding and expected to vest at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | 864,000 | ' | ' | ||
Exercisable at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | 710,000 | ' | ' | ||
Weighted-Average Remaining Contractual Life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Exercisable at end of the period | ' | ' | ' | ' | ' | ' | '3 years 2 months 12 days | ' | ' | ||
Number of Shares, Unvested Stock Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Unvested at the beginning of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | 448,000 | ' | ||
Vested (in shares) | ' | ' | ' | ' | ' | ' | ' | -285,000 | ' | ||
Forfeited (in shares) | ' | ' | ' | ' | ' | ' | ' | -1,000 | ' | ||
Unvested at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | 162,000 | ' | ||
Weighted-Average Grant-Date Fair Value, Unvested Stock Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Unvested at the beginning of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $10.31 | ' | ||
Vested (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $10.30 | ' | ||
Forfeited (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $10.33 | ' | ||
Unvested at the end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $10.33 | ' | ||
Unrecognized compensation cost and vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Unrecognized compensation costs related to unvested share-based compensation arrangements | $16,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Weighted-average period for recognition of unrecognized stock-based compensation expense | '1 year 9 months 11 days | ' | ' | ' | ' | ' | ' | ' | ' | ||
[1] | The intrinsic value is calculated using the closing price per share of $29.15 as reported by the New York Stock Exchange on September 30, 2014. | ||||||||||
[2] | The intrinsic value represents the amount, if any, by which the fair market value of the underlying common stock exceeds the exercise price of the stock option, using the closing price per share of $29.15 as reported by the New York Stock Exchange on September 30, 2014. |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
segment | ||||||||||
Segment Reporting [Abstract] | ' | ' | ' | ' | ' | ' | ||||
Number of reportable segments | ' | ' | 3 | ' | ' | ' | ||||
Segment Information | ' | ' | ' | ' | ' | ' | ||||
Net sales | $209,320 | $195,619 | $585,518 | $545,248 | ' | ' | ||||
Income (Loss) from Operations | 32,218 | 30,885 | 83,956 | 69,575 | ' | ' | ||||
Total Assets | 981,843 | 934,176 | 981,843 | 934,176 | 953,613 | ' | ||||
Cash and cash equivalent | 258,238 | 215,764 | 258,238 | 215,764 | 251,208 | 175,553 | ||||
Intersegment elimination | ' | ' | ' | ' | ' | ' | ||||
Segment Information | ' | ' | ' | ' | ' | ' | ||||
Net sales | 7,256 | [1] | 5,304 | [1] | 17,303 | [1] | 16,558 | [1] | ' | ' |
Administrative and all other | ' | ' | ' | ' | ' | ' | ||||
Segment Information | ' | ' | ' | ' | ' | ' | ||||
Income (Loss) from Operations | -995 | -807 | -3,142 | -3,871 | ' | ' | ||||
Total Assets | 77,285 | 74,002 | 77,285 | 74,002 | 93,473 | ' | ||||
Cash and cash equivalent | 166,800 | 120,100 | 166,800 | 120,100 | 156,000 | ' | ||||
North America | ' | ' | ' | ' | ' | ' | ||||
Segment Information | ' | ' | ' | ' | ' | ' | ||||
Net sales | 171,064 | 157,278 | 476,546 | 444,772 | ' | ' | ||||
Income (Loss) from Operations | 29,914 | 28,659 | 82,598 | 73,582 | ' | ' | ||||
Total Assets | 684,820 | 630,459 | 684,820 | 630,459 | 627,196 | ' | ||||
North America | Intersegment elimination | ' | ' | ' | ' | ' | ' | ||||
Segment Information | ' | ' | ' | ' | ' | ' | ||||
Net sales | 1,058 | [1] | 1,316 | [1] | 3,151 | [1] | 3,247 | [1] | ' | ' |
Europe | ' | ' | ' | ' | ' | ' | ||||
Segment Information | ' | ' | ' | ' | ' | ' | ||||
Net sales | 34,609 | 33,866 | 97,297 | 89,855 | ' | ' | ||||
Income (Loss) from Operations | 3,447 | 3,682 | 6,283 | 1,742 | ' | ' | ||||
Total Assets | 190,359 | 196,958 | 190,359 | 196,958 | 201,384 | ' | ||||
Europe | Intersegment elimination | ' | ' | ' | ' | ' | ' | ||||
Segment Information | ' | ' | ' | ' | ' | ' | ||||
Net sales | 308 | [1] | 20 | [1] | 934 | [1] | 332 | [1] | ' | ' |
Asia/Pacific | ' | ' | ' | ' | ' | ' | ||||
Segment Information | ' | ' | ' | ' | ' | ' | ||||
Net sales | 3,647 | 4,475 | 11,675 | 10,621 | ' | ' | ||||
Income (Loss) from Operations | -148 | -649 | -1,783 | -1,878 | ' | ' | ||||
Total Assets | 29,379 | 32,757 | 29,379 | 32,757 | 31,560 | ' | ||||
Asia/Pacific | Intersegment elimination | ' | ' | ' | ' | ' | ' | ||||
Segment Information | ' | ' | ' | ' | ' | ' | ||||
Net sales | $5,890 | [1] | $3,968 | [1] | $13,218 | [1] | $12,979 | [1] | ' | ' |
[1] | The sales to other segments are eliminated in consolidation. |
Segment_Information_Details_2
Segment Information (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' |
Net sales | $209,320 | $195,619 | $585,518 | $545,248 |
Wood Construction Products | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' |
Net sales | 175,522 | 164,091 | 496,564 | 462,751 |
Concrete Construction Products | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' |
Net sales | 33,704 | 31,488 | 88,735 | 82,323 |
Other | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' |
Net sales | $94 | $40 | $219 | $174 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Oct. 31, 2014 |
Subsequent Event | ||||||
Subsequent Events | ' | ' | ' | ' | ' | ' |
Cash dividends declared per common share (in dollars per share) | $0.14 | $0.13 | $0.13 | $0.41 | $0.25 | $0.14 |
Cash dividend declared | ' | $6,087 | ' | $19,832 | $12,083 | $6,900 |
Dividends Payable, Date to be Paid | ' | ' | ' | ' | ' | 29-Jan-15 |
Dividends Payable, Date of Record | ' | ' | ' | ' | ' | 8-Jan-15 |