Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 26, 2015 | Jun. 30, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | SIMPSON MANUFACTURING CO INC /CA/ | ||
Entity Central Index Key | 920371 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $1,502,313,863 | ||
Entity Common Stock, Shares Outstanding | 49,295,157 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $260,307 | $251,208 |
Trade accounts receivable, net | 92,015 | 90,017 |
Inventories | 216,545 | 197,728 |
Deferred income taxes | 14,662 | 15,611 |
Other current assets | 20,789 | 16,454 |
Total current assets | 604,318 | 571,018 |
Property, plant and equipment, net | 207,027 | 209,533 |
Goodwill | 123,881 | 129,218 |
Intangible assets | 32,587 | 41,773 |
Other noncurrent assets | 5,252 | 4,983 |
Total assets | 973,065 | 956,525 |
Current liabilities | ||
Line of credit and notes payable | 18 | 103 |
Trade accounts payable | 22,860 | 34,933 |
Accrued liabilities | 56,078 | 51,745 |
Accrued profit sharing trust contributions | 5,384 | 5,784 |
Accrued cash profit sharing and commissions | 6,039 | 6,049 |
Accrued workers' compensation | 4,101 | 4,591 |
Total current liabilities | 94,480 | 103,205 |
Long-term liabilities | 15,120 | 12,041 |
Total liabilities | 109,600 | 115,246 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity | ||
Preferred stock, par value $0.01; authorized shares, 5,000; issued and outstanding shares, none | 0 | 0 |
Common stock, par value $0.01; authorized shares, 160,000; issued and outstanding shares, 48,966 and 48,712 at December 31, 2014 and 2013, respectively | 489 | 486 |
Additional paid-in capital | 220,982 | 207,418 |
Retained earnings | 649,174 | 615,289 |
Accumulated other comprehensive income (loss) | -7,180 | 18,086 |
Total stockholders' equity | 863,465 | 841,279 |
Total liabilities and stockholders' equity | $973,065 | $956,525 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, authorized shares | 5,000,000 | 5,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, authorized shares | 160,000,000 | 160,000,000 |
Common stock, issued shares | 48,966,000 | 48,712,000 |
Common stock, outstanding shares | 48,966,000 | 48,712,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Net sales | $752,148 | $705,322 | $656,231 |
Cost of sales | 410,118 | 391,791 | 373,759 |
Gross profit | 342,030 | 313,531 | 282,472 |
Operating expenses: | |||
Research and development and other engineering | 39,018 | 36,843 | 35,919 |
Selling | 92,031 | 85,102 | 82,364 |
General and administrative | 111,500 | 108,070 | 99,968 |
Impairment of goodwill | 530 | 0 | 2,346 |
Net loss (gain) on disposal of assets | -325 | 2,038 | 166 |
Total operating expenses | 242,754 | 232,053 | 220,763 |
Income from operations | 99,276 | 81,478 | 61,709 |
Interest income | 901 | 987 | 1,005 |
Interest expense | -855 | -901 | -793 |
Income before taxes | 99,322 | 81,564 | 61,921 |
Provision for income taxes | 35,791 | 30,593 | 20,003 |
Net income | $63,531 | $50,971 | $41,918 |
Earnings per common share: | |||
Basic (in dollars per share) | $1.30 | $1.05 | $0.87 |
Diluted (in dollars per share) | $1.29 | $1.05 | $0.87 |
Weighted average number of shares outstanding | |||
Basic (in shares) | 48,977 | 48,521 | 48,339 |
Diluted (in shares) | 49,194 | 48,673 | 48,412 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net Income | $63,531 | $50,971 | $41,918 |
Other comprehensive income: | |||
Translation adjustment, net of tax benefit (expense) of ($63), $29 and $33 for 2014, 2013 and 2012, respectively | -24,896 | 5,941 | 5,559 |
Unamortized pension adjustments, net of tax benefit (expense) of $67, ($3) and $46 for 2014, 2013 and 2012, respectively | -370 | 46 | -243 |
Comprehensive income | $38,265 | $56,958 | $47,234 |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Translation adjustment, tax benefit (expense) | ($63) | $29 | $33 |
Unamortized pension adjustments, tax benefit | $67 | ($3) | $46 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Treasury Stock |
In Thousands, unless otherwise specified | ||||||
Balance at Dec. 31, 2011 | $758,363 | $481 | $170,483 | $580,616 | $6,783 | |
Balance (in shares) at Dec. 31, 2011 | 48,163 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 41,918 | 41,918 | ||||
Translation adjustment, net of tax | 5,559 | 5,559 | ||||
Pension adjustment net of tax | -243 | -243 | ||||
Options exercised | 4,925 | 2 | 4,923 | |||
Options exercised (in shares) | 185 | |||||
Stock-based compensation expense | 10,195 | 10,195 | ||||
Tax benefit of options exercised | -233 | -233 | ||||
Cash dividends declared on common stock, $0.545, $0.375 and $0.625 per share for the year ended December 31, 2014, 2013 and 2012, respectively | -30,225 | -30,225 | ||||
Shares issued from release of restricted stock units | -1,109 | -1,109 | ||||
Shares issued from release of restricted stock units (in shares) | 62 | |||||
Common stock issued at $35.87, $33.81 and $33.71 per share for the year ended December 31, 2014, 2013 and 2012, respectively | 418 | 418 | ||||
Common stock issued (in shares) | 12 | |||||
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 | 50,971 | 50,971 | ||||
Translation adjustment, net of tax | 5,941 | 5,941 | ||||
Pension adjustment net of tax | 46 | 46 | ||||
Options exercised | 15,057 | 5 | 15,052 | |||
Options exercised (in shares) | 512 | |||||
Stock-based compensation expense | 12,090 | 12,090 | ||||
Tax benefit of options exercised | -2,645 | -2,645 | ||||
Repurchase of common stock | -9,825 | -9,825 | ||||
Repurchase of common stock (in shares) | -342 | |||||
Retirement of common stock | -4 | -9,821 | 9,825 | |||
Cash dividends declared on common stock, $0.545, $0.375 and $0.625 per share for the year ended December 31, 2014, 2013 and 2012, respectively | -18,170 | -18,170 | ||||
Shares issued from release of restricted stock units | -2,072 | 2 | -2,074 | |||
Shares issued from release of restricted stock units (in shares) | 111 | |||||
Common stock issued at $35.87, $33.81 and $33.71 per share for the year ended December 31, 2014, 2013 and 2012, respectively | 318 | 318 | ||||
Common stock issued (in shares) | 9 | |||||
Balance at Dec. 31, 2013 | 841,279 | 486 | 207,418 | 615,289 | 18,086 | |
Balance (in shares) at Dec. 31, 2013 | 48,712 | 48,712 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 63,531 | 63,531 | ||||
Translation adjustment, net of tax | -24,896 | -24,896 | ||||
Pension adjustment net of tax | -370 | -370 | ||||
Options exercised | 4,582 | 2 | 4,580 | |||
Options exercised (in shares) | 161 | |||||
Stock-based compensation expense | 12,354 | 12,354 | ||||
Tax benefit of options exercised | -268 | -268 | ||||
Repurchase of common stock | -2,981 | -2,981 | ||||
Repurchase of common stock (in shares) | -95 | |||||
Retirement of common stock | -1 | -2,980 | 2,981 | |||
Cash dividends declared on common stock, $0.545, $0.375 and $0.625 per share for the year ended December 31, 2014, 2013 and 2012, respectively | -26,666 | -26,666 | ||||
Shares issued from release of restricted stock units | -3,502 | 2 | -3,504 | |||
Shares issued from release of restricted stock units (in shares) | 177 | |||||
Common stock issued at $35.87, $33.81 and $33.71 per share for the year ended December 31, 2014, 2013 and 2012, respectively | 402 | 402 | ||||
Common stock issued (in shares) | 11 | |||||
Balance at Dec. 31, 2014 | $863,465 | $489 | $220,982 | $649,174 | ($7,180) | |
Balance (in shares) at Dec. 31, 2014 | 48,966 | 48,966 |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Parenthetical) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Statement of Stockholders' Equity [Abstract] | |||
Cash dividends declared on common stock, per share (in dollars per share) | $0.55 | $0.38 | $0.63 |
Common stock issued (in dollars per share) | $35.87 | $33.81 | $33.71 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities | |||
Net income | $63,531 | $50,971 | $41,918 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Loss (gain) on sale of assets | -325 | 2,038 | 166 |
Depreciation and amortization | 27,918 | 27,518 | 26,857 |
Impairment of long-lived assets | 0 | 1,025 | 803 |
Impairment of goodwill | 530 | 0 | 2,346 |
Gain on contingent consideration adjustment | -545 | 0 | 0 |
Deferred income taxes | 2,181 | 3,620 | 189 |
Noncash compensation related to stock plans | 13,190 | 12,747 | 10,667 |
Excess tax benefit of options exercised | -79 | -80 | -110 |
Provision for (recovery of) doubtful accounts | 151 | -48 | 355 |
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | |||
Trade accounts receivable | -4,568 | -6,651 | -2,678 |
Inventories | -22,428 | 8,458 | -17,045 |
Other current assets | -3,683 | 27 | 3,970 |
Other noncurrent assets | -600 | 237 | -244 |
Trade accounts payable | -11,266 | -2,708 | 12,208 |
Accrued liabilities | 2,270 | 2,653 | -909 |
Accrued profit sharing trust contributions | -382 | 617 | 703 |
Accrued cash profit sharing and commissions | 81 | 2,611 | -54 |
Other long-term liabilities | 2,607 | -1,024 | -1,433 |
Accrued workers' compensation | -490 | -100 | -783 |
Income taxes payable | -872 | 4,595 | -8,874 |
Net cash provided by operating activities | 67,221 | 106,506 | 68,052 |
Cash flows from investing activities | |||
Capital expenditures | -23,715 | -16,804 | -21,961 |
Business acquisitions, net of cash acquired | -220 | -6,493 | -65,125 |
Loan made to customer | -281 | 0 | 0 |
Loan repayment by customer | 39 | 0 | 0 |
Loan repayments by related parties | 0 | 700 | 1,698 |
Proceeds from sale of assets and a business | 672 | 5,262 | 7,642 |
Net cash used in investing activities | -23,505 | -17,335 | -77,746 |
Cash flows from financing activities | |||
Line of credit and other borrowings | 0 | 0 | 2,183 |
Repayment of line of credit and other borrowings | -77 | -81 | -5,747 |
Debt issuance costs | 0 | 0 | -1,415 |
Contingent consideration of asset acquisitions | -1,293 | -520 | -354 |
Repurchase of common stock | -2,981 | -9,825 | 0 |
Issuance of Company's common stock | 4,582 | 15,057 | 4,925 |
Excess tax benefit of options exercised | 79 | 80 | 110 |
Dividends paid | -25,918 | -18,130 | -30,193 |
Net cash used in financing activities | -25,608 | -13,419 | -30,491 |
Effect of exchange rate changes on cash | -9,009 | -97 | 1,921 |
Net increase (decrease) in cash and cash equivalents | 9,099 | 75,655 | -38,264 |
Cash and cash equivalents at beginning of year | 251,208 | 175,553 | 213,817 |
Cash and cash equivalents at end of year | 260,307 | 251,208 | 175,553 |
Cash paid during the year for | |||
Interest | 117 | 30 | 350 |
Income taxes | 34,977 | 23,624 | 31,391 |
Noncash activity during the year for | |||
Capital expenditures | 1,031 | 1,082 | 974 |
Asset acquisition | 0 | 806 | 786 |
Stock-based compensation | 402 | 318 | 418 |
Dividends declared but not paid | 6,843 | 6,095 | 6,053 |
Contribution in excess of pension benefit cost | $39 | $55 | $57 |
Operations_and_Summary_of_Sign
Operations and Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||
Operations and Summary of Significant Accounting Policies | Operations and Summary of Significant Accounting Policies | |||||||||||||||
Nature of Operations | ||||||||||||||||
Simpson Manufacturing Co., Inc., through its subsidiary Simpson Strong-Tie Company Inc. (“Simpson Strong-Tie”) and its other subsidiaries (collectively, the “Company”), designs, engineers and is a leading manufacturer of wood construction products, including connectors, truss plates, fastening systems, fasteners and shearwalls, and concrete construction products, including adhesives, specialty chemicals, mechanical anchors, powder actuated tools and fiber reinforcing materials. The Company markets its products to the residential construction, industrial, commercial and infrastructure construction, remodeling and do-it-yourself markets. | ||||||||||||||||
The Company operates exclusively in the building products industry. The Company’s products are sold primarily in the United States, Canada, Europe, Asia and the South Pacific. Revenues have some geographic market concentration on the west coast of the United States. A portion of the Company’s business is therefore dependent on economic activity within this region and market. The Company is dependent on the availability of steel, its primary raw material. | ||||||||||||||||
Revisions | ||||||||||||||||
The Company revised its December 31, 2013, Consolidated Balance Sheet to classify $2.9 million of deferred income tax assets as deferred income taxes (current assets) that had erroneously been classified as long-term liabilities. This revision was not considered material to the affected period. | ||||||||||||||||
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 in total 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. | ||||||||||||||||
Principles of Consolidation | ||||||||||||||||
The consolidated financial statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries. Investments in 50% or less owned entities are accounted for using either cost or the equity method. The Company consolidates all variable interest entities (VIEs) where it is the primary beneficiary. There were no VIEs as of December 31, 2014 or 2013. All significant intercompany transactions have been eliminated. | ||||||||||||||||
Use of Estimates | ||||||||||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||||||
Revenue Recognition | ||||||||||||||||
The Company recognizes revenue when the earnings process is complete, net of applicable provision for discounts, returns and incentives, whether actual or estimated based on the Company’s experience. This generally occurs when products are shipped to the customer in accordance with the sales agreement or purchase order, ownership and risk of loss pass to the customer, collectability is reasonably assured and pricing is fixed or determinable. The Company’s general shipping terms are F.O.B. shipping point, where title is transferred and revenue is recognized when the products are shipped to customers. When the Company sells F.O.B. destination point, title is transferred and the Company recognizes revenue on delivery or customer acceptance, depending on terms of the sales agreement. Service sales, representing after-market repair and maintenance, engineering activities, software license sales and service and lease income, though significantly less than 1% of net sales and not material to the Consolidated Financial Statements, are recognized as the services are completed or the software products and services are delivered. If actual costs of sales returns, incentives and discounts were to significantly exceed the recorded estimated allowances, the Company’s sales would be adversely affected. | ||||||||||||||||
Sales Incentive and Advertising Allowances | ||||||||||||||||
The Company records estimated reductions to revenues for sales incentives, primarily rebates for volume discounts, and allowances for co-operative advertising. | ||||||||||||||||
Allowances for Sales Discounts | ||||||||||||||||
The Company records estimated reductions to revenues for discounts taken on early payment of invoices by its customers. | ||||||||||||||||
Cash Equivalents | ||||||||||||||||
The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the time of purchase to be cash equivalents. | ||||||||||||||||
Allowance for Doubtful Accounts | ||||||||||||||||
The Company assesses the collectability of specific customer accounts that would be considered doubtful based on the customer’s financial condition, payment history, credit rating and other factors that the Company considers relevant, or accounts that the Company assigns for collection. The Company reserves for the portion of those outstanding balances that the Company believes it is not likely to collect based on historical collection experience. The Company also reserves 100% of the amounts that it deems uncollectable due to a customer’s deteriorating financial condition or bankruptcy. If the financial condition of the Company’s customers were to deteriorate, resulting in probable inability to make payments, additional allowances may be required. | ||||||||||||||||
Inventory Valuation | ||||||||||||||||
Inventories are stated at the lower of cost or net realizable value (market). Cost includes all costs incurred in bringing each product to its present location and condition, as follows: | ||||||||||||||||
• | Raw materials and purchased finished goods for resale — principally valued at cost determined on a weighted average basis; and | |||||||||||||||
• | In-process products and finished goods — cost of direct materials and labor plus attributable overhead based on a normal level of activity. | |||||||||||||||
The Company applies net realizable value and obsolescence to the gross value of the inventory. The Company estimates net realizable value based on estimated selling price less further costs to completion and disposal. The Company impairs slow-moving products by comparing inventories on hand to projected demand. If on-hand supply of a product exceeds projected demand or if the Company believes the product is no longer marketable, the product is considered obsolete inventory. The Company revalues obsolete inventory to its net realizable value. The Company has consistently applied this methodology. The Company believes that this approach is prudent and makes suitable impairments for slow-moving and obsolete inventory. When impairments are established, a new cost basis of the inventory is created. Unexpected change in market demand, building codes or buyer preferences could reduce the rate of inventory turnover and require the Company to recognize more obsolete inventory. | ||||||||||||||||
Warranties and recalls | ||||||||||||||||
The Company provides product warranties for specific product lines and records estimated recall expenses in the period in which the recall occurs, none of which has been material to the Consolidated Financial Statements. In a limited number of circumstances, the Company may also agree to indemnify customers against legal claims made against those customers by the end users of the Company’s products. Historically, payments made by the Company, if any, under such agreements have not had a material effect on the Company’s consolidated results of operations, cash flows or financial position | ||||||||||||||||
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; 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. | ||||||||||||||||
As of December 31, 2014, 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 balance of the Company’s primary financial instruments was as follows: | ||||||||||||||||
(in thousands) | ||||||||||||||||
At December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
$ | 99,024 | $ | 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 as it is based on unobserved inputs and assumptions. In 2014, the fair value of the contingent consideration related to the acquisition of Bierbach GmbH & Co. KG ("Bierbach"), a Germany company, was decreased from $0.8 million to $0.2 million as a result of not retaining Bierbach's historical customers and increased competition. | ||||||||||||||||
Property, Plant and Equipment | ||||||||||||||||
Property, plant and equipment are carried at cost. Major renewals and betterments are capitalized. Maintenance and repairs are expensed on a current basis. When assets are sold or retired, their costs and accumulated depreciation are removed from the accounts, and the resulting gains or losses are reflected in the Consolidated Statements of Operations. | ||||||||||||||||
The “Intangibles—Goodwill and Other” topic of the FASB ASC provides guidance on capitalization of the costs incurred for computer software developed or obtained for internal use. The Company capitalizes qualified external costs and internal costs related to the purchase and implementation of software projects used for business operations and engineering design activities. Capitalized software costs primarily include purchased software and external consulting fees. Capitalized software projects are amortized over the estimated useful lives of the software. | ||||||||||||||||
Depreciation and Amortization | ||||||||||||||||
Depreciation of software, machinery and equipment is provided using accelerated methods over the following estimated useful lives: | ||||||||||||||||
Software | 3 to 5 years | |||||||||||||||
Machinery and equipment | 3 to 10 years | |||||||||||||||
Buildings and site improvements are depreciated using the straight-line method over their estimated useful lives, which range from 15 to 45 years. Leasehold improvements are amortized using the straight-line method over the shorter of the expected life or the remaining term of the lease. Amortization of purchased intangible assets with finite useful lives is computed using the straight-line method over the estimated useful lives of the assets. | ||||||||||||||||
In-Process Research and Development Assets | ||||||||||||||||
In-process research and development (“IPR&D”) assets represent capitalized incomplete research projects that the Company acquired through business combinations. Such assets are initially measured at their acquisition-date fair values and are required to be classified as indefinite-lived assets until the successful completion of the associated research and development efforts. During the development period after the date of acquisition, these assets will not be amortized until the research and development projects are completed and the resulting assets are ready for their intended use. The Company performs an impairment test annually and more frequently if events or changes in circumstances indicate it that is more likely than not that the asset is impaired. On successful completion of the research and development project the Company makes a determination about the then-remaining useful life and begins amortization. | ||||||||||||||||
Cost of Sales | ||||||||||||||||
The types of costs included in cost of sales include material, labor, factory and tooling overhead, shipping, and freight costs. Major components of these expenses are material costs, such as steel, packaging and cartons, personnel costs, and facility costs, such as rent, depreciation and utilities, related to the production and distribution of the Company’s products. Inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and other costs of the Company’s distribution network are also included in cost of sales. | ||||||||||||||||
Tool and Die Costs | ||||||||||||||||
Tool and die costs are included in product costs in the year incurred. | ||||||||||||||||
Shipping and Handling Fees and Costs | ||||||||||||||||
The Company’s general shipping terms are F.O.B. shipping point. Shipping and handling fees and costs are included in revenues and product costs, as appropriate, in the year incurred. | ||||||||||||||||
Product and Software Research and Development Costs | ||||||||||||||||
Product research and development costs, which are included in operating expenses and are charged against income as incurred, were $11.2 million, $10.7 million and $11.5 million in 2014, 2013, and 2012, respectively. The types of costs included as product research and development expenses are typically related to salaries and benefits, professional fees and supplies. In 2014, 2013 and 2012, the Company incurred software development expenses related to its expansion into the plated truss market and some of the software development costs were capitalized. See Note 5. The Company amortizes acquired patents over their remaining lives and performs periodic reviews for impairment. The cost of internally developed patents is expensed as incurred. | ||||||||||||||||
Selling Costs | ||||||||||||||||
Selling costs include expenses associated with selling, merchandising and marketing the Company’s products. Major components of these expenses are personnel, sales commissions, facility costs such as rent, depreciation and utilities, professional services, information technology costs, sales promotion, advertising, literature and trade shows. | ||||||||||||||||
Advertising Costs | ||||||||||||||||
Advertising costs are included in selling expenses, are expensed when the advertising occurs, and were $7.3 million, $7.0 million and $7.2 million in 2014, 2013, and 2012, respectively. | ||||||||||||||||
General and Administrative Costs | ||||||||||||||||
General and administrative costs include personnel, information technology related costs, facility costs such as rent, depreciation and utilities, professional services, amortization of intangibles and bad debt charges. | ||||||||||||||||
Income Taxes | ||||||||||||||||
Income taxes are calculated using an asset and liability approach. The provision for income taxes includes federal, state and foreign taxes currently payable and deferred taxes, due to temporary differences between the financial statement and tax bases of assets and liabilities. In addition, future tax benefits are recognized to the extent that realization of such benefits is more likely than not. | ||||||||||||||||
Sales Taxes | ||||||||||||||||
The Company presents taxes collected and remitted to governmental authorities on a net basis in the accompanying Consolidated Statements of Operations. | ||||||||||||||||
Foreign Currency Translation | ||||||||||||||||
The local currency is the functional currency of most of the Company’s operations in Europe, Canada, Asia, Australia, New Zealand and South Africa. Assets and liabilities denominated in foreign currencies are translated using the exchange rate on the balance sheet date. Revenues and expenses are translated using average exchange rates prevailing during the year. The translation adjustment resulting from this process is shown separately as a component of stockholders’ equity. Foreign currency transaction gains or losses are included in general and administrative expenses. | ||||||||||||||||
Plant Closure | ||||||||||||||||
In September 2012, the Company decided to discontinue manufacturing heavy-duty mechanical anchors made in its facility in Ireland, which were sold mainly in Europe, to focus on selling light-duty and medium-duty anchors and its fastener products in conjunction with its connector products. In December 2012, the Company ceased producing and selling heavy-duty mechanical anchors and terminated employees in Europe, primarily in Ireland and Germany, who were manufacturing, selling or supporting the product line. In the third quarter of 2013, the Company concluded remaining activities associated with the terminated product line, including transferring remaining inventories and certain fixed assets to its other operating locations and preparing the site for lease. All costs associated with the closure were reported in the Europe segment. | ||||||||||||||||
At December 31, 2012, the long-lived assets of the Ireland facility had a net book value of $2.8 million, including land and building with a net book value of $2.7 million. In the first quarter of 2013, the Company concluded that the carrying value of its Ireland facility, associated with the Europe segment, exceeded its net estimated realizable value, and therefore recorded an impairment charge of $1.0 million, within general and administrative expenses. The net realizable value was based on the Company’s intent to lease the facility. In September 2013, after receiving an offer that exceeded expectations, the Company reconsidered leasing the facility and decided to accept the offer. The facility had a remaining net book value of $1.7 million and was sold for $1.0 million, resulting in a $0.7 million loss on sales of assets. Remaining equipment with a net book value of $0.1 million was sold to outside parties, transferred to other branches within the Company or scrapped. | ||||||||||||||||
In 2012, the Company recorded employee severance obligations of $3.0 million, of which $2.4 million was paid in 2012, and $0.6 million was accrued at December 31, 2012. In the first nine months of 2013, severance payments of $0.3 million were made and severance charges of $0.2 million were reversed due to a court decision requiring the Company to retain an employee until 2014. No additional severance obligations were recorded in 2013. The remaining balance of less than $0.1 million was paid in 2014, and represents the statutory and discretionary amounts due to employees that were involuntarily terminated. The Company did not record an additional severance expense in 2014. | ||||||||||||||||
In December 2013, the Company had substantially completed the liquidation of its Irish subsidiary, which included liquidating nearly all of its assets and settling most of its debts. As a result, the Company reclassified $2.8 million of its accumulated other comprehensive income, related to foreign exchange losses from its Irish subsidiary, to its Consolidated Statement of Operations. This amount is classified as a loss on disposal of assets and was recorded in the Administrative & All Other segment. | ||||||||||||||||
Sale of Product Line | ||||||||||||||||
In December 2013, the Company sold its CarbonWrap product line to The DowAksa USA, LLC for $3.8 million. The CarbonWrap product line had assets of $2.0 million, consisting of $1.5 million in intangible assets and $0.5 million in goodwill. As part of the transaction, the Company also incurred severance costs of $0.5 million. As a result of this transaction the Company recognized a pre-tax gain of $1.4 million. | ||||||||||||||||
Because the CarbonWrap assets constituted an integrated business in the US reporting unit, a portion of the US reporting unit’s goodwill was included in the carrying amount of the asset group disposed. The amount of goodwill from the US reporting unit included in the CarbonWrap asset group was $0.5 million, which was proportionate to the fair value of the CarbonWrap asset group compared to the estimated fair value of the US reporting unit. | ||||||||||||||||
The Company continues to invest in related product lines, such as those acquired from Fox Industries, Inc. in 2011 and S&P Clever Reinforcement Company AG and S&P Clever International AG in 2012, both companies incorporated under the laws of Switzerland (collectively, “S&P Clever"). See note 2. | ||||||||||||||||
Common Stock | ||||||||||||||||
Subject to the rights of holders of any preferred stock that may be issued in the future, holders of common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s Board of Directors (the “Board”) out of legally available funds, and in the event of liquidation, dissolution or winding-up of the Company, to share ratably in all assets available for distribution. The holders of common stock have no preemptive or conversion rights. Subject to the rights of any preferred stock that may be issued in the future, the holders of common stock are entitled to one vote per share on any matter submitted to a vote of the stockholders, except that, subject to compliance with pre-meeting notice and other conditions pursuant to the Company’s Bylaws, stockholders may cumulate their votes in an election of directors, and each stockholder may give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of shares held by such stockholder or may distribute such stockholder’s votes on the same principle among as many candidates as such stockholder thinks fit. A director is elected if the votes cast “for” such director’s election exceed the votes cast “against” such director’s election, except that, if a stockholder properly nominates a candidate for election to the Board, the candidates with the highest number of affirmative votes (up to the number of directors to be elected) are elected. There are no redemption or sinking fund provisions applicable to the common stock. | ||||||||||||||||
In 1999, the Company declared a dividend distribution of one Right to purchase Series A Participating preferred stock per share of common stock. The Rights will be exercisable, unless redeemed earlier by the Company, if a person or group acquires, or obtains the right to acquire, 15% or more of the outstanding shares of common stock or commences a tender or exchange offer that would result in it acquiring 15% or more of the outstanding shares of common stock, either event occurring without the prior consent of the Company. The amount of Series A Participating preferred stock that the holder of a Right is entitled to receive and the purchase price payable on exercise of a Right are both subject to adjustment. Any person or group that acquires 15% or more of the outstanding shares of common stock without the prior consent of the Company would not be entitled to this purchase. Any stockholder who held 25% or more of the Company’s common stock when the Rights were originally distributed would not be treated as having acquired 15% or more of the outstanding shares unless such stockholder’s ownership is increased to more than 40% of the outstanding shares. | ||||||||||||||||
The Rights will expire on June 14, 2019, or they may be redeemed by the Company at one cent per Right prior to that date. The Rights do not have voting or dividend rights and, until they become exercisable, have no dilutive effect on the earnings of the Company. One million shares of the Company’s preferred stock have been designated Series A Participating preferred stock and reserved for issuance on exercise of the Rights. No event during 2014 made the Rights exercisable. | ||||||||||||||||
Preferred Stock | ||||||||||||||||
The Board has the authority to issue the authorized and unissued preferred stock in one or more series with such designations, rights and preferences as may be determined from time to time by the Board. Accordingly, the Board is empowered, without stockholder approval, to issue preferred stock with dividend, redemption, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of the Company’s common stock. | ||||||||||||||||
Net Income per Common Share | ||||||||||||||||
Basic net income per common share is computed based on the weighted average number of common shares outstanding. Potentially dilutive shares, using the treasury stock method, are included in the diluted per-share calculations for all periods when the effect of their inclusion is dilutive. | ||||||||||||||||
The following shows a reconciliation of basic earnings per share (“EPS”) to diluted EPS: | ||||||||||||||||
(in thousands, except per-share amounts) | ||||||||||||||||
Year Ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Net income available to common stockholders | $ | 63,531 | $ | 50,971 | $ | 41,918 | ||||||||||
Basic weighted average shares outstanding | 48,977 | 48,521 | 48,339 | |||||||||||||
Dilutive effect of potential common stock equivalents — stock options | 217 | 152 | 73 | |||||||||||||
Diluted weighted average shares outstanding | 49,194 | 48,673 | 48,412 | |||||||||||||
Net earnings per share: | ||||||||||||||||
Basic | $ | 1.3 | $ | 1.05 | $ | 0.87 | ||||||||||
Diluted | $ | 1.29 | $ | 1.05 | $ | 0.87 | ||||||||||
Potentially dilutive securities excluded from earnings per diluted share because their | ||||||||||||||||
effect is anti-dilutive | — | — | 1,700 | |||||||||||||
Anti-dilutive shares attributable to outstanding stock options were excluded from the calculation of diluted net income per share. | ||||||||||||||||
The potential tax benefits derived from the amount of the average stock price for the period in excess of the grant date fair value of stock options, known as the windfall tax benefit, is added to the proceeds of stock option exercises under the treasury stock method for computing the amount of dilutive securities used to determine the outstanding shares for the calculation of diluted earnings per share. | ||||||||||||||||
Comprehensive Income (Loss) | ||||||||||||||||
Comprehensive income is defined as net income plus other comprehensive income. Other comprehensive income consists of changes in cumulative translation adjustments and changes in unamortized pension adjustments recorded directly in accumulated other comprehensive income within stockholders’ equity. The following shows the components of accumulated other comprehensive income as of December 31, 2014 and 2013: | ||||||||||||||||
(in thousands) | ||||||||||||||||
Foreign Currency Translation | Pension Benefit | Total | ||||||||||||||
Balance, January 1, 2012 | $ | 6,783 | $ | — | $ | 6,783 | ||||||||||
Other comprehensive income net of tax of $33 and $46, respectively | 5,559 | (243 | ) | 5,316 | ||||||||||||
Balance, December 31, 2012 | 12,342 | (243 | ) | 12,099 | ||||||||||||
Other comprehensive income before reclassification net of tax benefit (expense) of $29 and ($3), respectively | 3,147 | 46 | 3,193 | |||||||||||||
Amounts reclassified from accumulative other comprehensive income, net of $0 tax | 2,794 | 2,794 | ||||||||||||||
Balance, December 31, 2013 | 18,283 | (197 | ) | 18,086 | ||||||||||||
Other comprehensive loss net of tax benefit (expense) of ($63) and $67, respectively | (24,896 | ) | (370 | ) | (25,266 | ) | ||||||||||
Balance, December 31, 2014 | $ | (6,613 | ) | $ | (567 | ) | $ | (7,180 | ) | |||||||
The 2013 translation adjustments activity included the realization of $2.8 million in cumulative currency translation adjustments related to the liquidation of the Irish subsidiary as a net loss on disposal of assets in the Consolidated Statements of Operations. | ||||||||||||||||
Concentration of Credit Risk | ||||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash in banks, short-term investments in United States Treasury securities, money market funds and trade accounts receivable. The Company maintains its cash in demand deposit and money market accounts held primarily at fifteen banks. | ||||||||||||||||
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 its independent directors. Options previously granted under the 1994 Plan or the 1995 Plan will not be affected by the adoption of the 2011 Plan and will continue to be governed by the 1994 Plan or the 1995 Plan, respectively. | ||||||||||||||||
Under the 1994 Plan, the Company could grant incentive stock options and non-qualified stock options, although the Company granted only non-qualified stock options under 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. 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 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 sold) 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 shows the Company’s stock-based compensation activity for the years ended December 31, 2014, 2013, and 2012: | ||||||||||||||||
(in thousands) | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Stock-based compensation expense recognized in operating expenses | $ | 12,299 | $ | 12,053 | $ | 10,205 | ||||||||||
Tax benefit of stock-based compensation expense in provision for income taxes | 4,384 | 4,225 | 3,610 | |||||||||||||
Stock-based compensation expense, net of tax | $ | 7,915 | $ | 7,828 | $ | 6,595 | ||||||||||
Fair value of shares vested | $ | 12,354 | $ | 12,090 | $ | 10,195 | ||||||||||
Proceeds to the Company from the exercise of stock-based compensation | $ | 4,582 | $ | 15,057 | $ | 4,925 | ||||||||||
Tax benefit from exercise of stock-based compensation, including shortfall tax benefits | $ | (268 | ) | $ | (2,645 | ) | $ | (233 | ) | |||||||
(in thousands) | ||||||||||||||||
At December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Stock-based compensation cost capitalized in inventory | $ | 559 | $ | 463 | $ | 417 | ||||||||||
The stock-based compensation expense included in cost of sales, research and development and engineering expense, selling expense, or general and administrative expense depends on the job functions performed by the employees to whom the stock options were granted, or the restricted stock units were awarded. | ||||||||||||||||
The assumptions used to calculate the fair value of options or restricted stock units are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience. See note 12. | ||||||||||||||||
Goodwill Impairment Testing | ||||||||||||||||
The Company tests goodwill for impairment at the reporting unit level on an annual basis (in the fourth quarter for the Company). The Company also reviews goodwill for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or disposition or relocation of a significant portion of a reporting unit. | ||||||||||||||||
The reporting unit level is generally one level below the operating segment and is at the country level except for the United States, Denmark, Australia, and S&P Clever reporting units. | ||||||||||||||||
The Company has determined that the United States reporting unit includes four components: Northwest United States, Southwest United States, Northeast United States and Southeast United States (collectively, the “U.S. Components”). The Company aggregates the U.S. Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the U.S. Components working in concert. The U.S. Components are economically similar because of a number of factors, including, selling similar products to shared customers and sharing assets and services such as intellectual property, manufacturing assets for certain products, research and development projects, manufacturing processes, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the U.S. Components level and costs are allocated among the four U.S. Components. | ||||||||||||||||
The Company determined that the Australia reporting unit includes three components: Australia, New Zealand and South Africa (collectively, the “AU Components”). The Company aggregates the AU Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the AU Components working in concert. The AU Components are economically similar because of a number of factors, including that New Zealand and South Africa operate as extensions of their Australian parent company selling similar products and sharing assets and services such as intellectual property, manufacturing assets for certain products, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the AU Components level and costs are allocated among the AU Components. | ||||||||||||||||
The Company has determined that the S&P Clever reporting unit includes eight components: S&P Switzerland, S&P Poland, S&P Austria, S&P The Netherlands, S&P Portugal, S&P Germany, S&P France and S&P Nordic (collectively, the "S&P Components”). The Company aggregates the S&P Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the S&P Components working in concert. The S&P Components are economically similar because of a number of factors, including sharing assets and services such as intellectual property, manufacturing assets for certain products, research and development projects, manufacturing processes, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the S&P Components level and costs are allocated among the S&P Components. | ||||||||||||||||
The Company determined that the Denmark reporting unit includes two components: Denmark and Poland (collectively, the “DK Components”). The Company aggregates the DK Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the DK Components working in concert. The DK Components are economically similar because of a number of factors, including that Poland sells similar products and shares assets, such as intellectual property, manufacturing assets for certain products and management of inventory excesses and shortages. | ||||||||||||||||
For certain reporting units, the Company may first assess qualitative factors related to the goodwill of the reporting unit to determine whether it is necessary to perform a two-step impairment test. If the Company judges that it is more likely than not that the fair value of the reporting unit is greater than the carrying amount of the reporting unit, including goodwill, no further testing is required. If the Company judges that it is more likely than not that the fair value of the reporting unit is less than the carrying amount of the reporting unit, including goodwill, the Company will perform a two-step impairment test on goodwill. In the first step ("Step 1"), the Company compares the fair value of the reporting unit to its carrying value. The fair value calculation uses a discounted cash flow model and may be supplemented by market approaches if information is readily available. If the Company judges that the carrying value of the net assets assigned to the reporting unit, including goodwill, exceeds the fair value of the reporting unit, a second step of the impairment test must be performed to determine the implied fair value of the reporting unit’s goodwill. If the Company judges that the carrying value of a reporting unit’s goodwill exceeds its implied fair value, the Company would record an impairment charge equal to the difference between the implied fair value of the goodwill and the carrying value. | ||||||||||||||||
Determining the fair value of a reporting unit or an indefinite-lived purchased intangible asset is a judgment involving significant estimates and assumptions. These estimates and assumptions include revenue growth rates, operating margins and working capital requirements used to calculate projected future cash flows, risk-adjusted discount rates, and future economic and market conditions (Level 3 fair value inputs). The Company bases its fair value estimates on assumptions that it believes to be reasonable, but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. | ||||||||||||||||
Assumptions about a reporting unit’s operating performance in the first year of the discounted cash flow model used to determine whether or not the goodwill related to that reporting unit is impaired are derived from the Company’s budget. The fair value model considers such factors as macro-economic conditions, revenue and expense forecasts, product line changes, material, labor and overhead costs, tax rates, working capital levels and competitive environment. Future estimates, however derived, are inherently uncertain but the Company believes that this is the most appropriate source on which to base its fair value calculation. | ||||||||||||||||
The Company uses these parameters only to provide a basis for the determination of whether or not the goodwill related to a reporting unit is impaired. No inference whatsoever should be drawn from these parameters about the Company’s future financial performance and they should not be taken as projections or guidance of any kind. | ||||||||||||||||
The impairment charge taken in the third quarter of 2014 was associated with assets in the Germany reporting unit acquired from Bierbach in 2013. See note 2. The factors that led to the third quarter impairment were a failure to retain Bierbach's historical customers and increased competition factors, which led to the reduction in the contingent consideration liability related to the Bierbach acquisition, and resulted in management performing an impairment test to evaluate the recoverability of the Germany reporting unit's goodwill. The test resulted in the impairment of all of the reporting unit’s goodwill in the amount of $0.5 million. 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. | ||||||||||||||||
The impairment charge taken in 2012 resulting from the Company’s annual impairment test in the fourth quarter of 2012 was associated with assets in the Germany reporting unit that were acquired in the years 2002 and 2008. The Germany reporting unit’s carrying value, including goodwill, exceeded the fair value, primarily due to reduced future expected net cash flows from weakening profit margins due to European economic conditions, specifically in Germany. The goodwill associated with the Germany reporting unit was fully impaired. | ||||||||||||||||
The Company’s S&P Clever reporting unit passed Step 1 of the annual 2014 impairment test by an 8% margin indicating an estimated value greater than its net book value. The S&P Clever reporting unit is sensitive to management’s plans for increasing sales, margins and cash flows by, among other things, expanding its sales into France, Denmark, Sweden and eventually other European countries and selling into the Company’s Asia/Pacific segment, as well as the release of new products. The S&P Clever reporting unit’s failure to meet management’s objectives could result in future impairment of some or all of the S&P Clever reporting unit’s goodwill, which was $17.5 million at December 31, 2014. | ||||||||||||||||
Key assumptions used in Step 1 of the Company’s annual goodwill impairment test included compound annual growth rates (“CAGR”) and average annual pre-tax operating margins during the forecast period, and discount rates. A sensitivity assessment for the key assumptions included in the S&P Clever reporting unit annual goodwill impairment test is as follows: | ||||||||||||||||
• | A 68 basis point hypothetical change in the discount rate, holding all other assumptions constant, would not have decreased the fair value of the reporting unit below its carrying value, and thus it would not result in the reporting unit failing Step 1 of the goodwill impairment test. | |||||||||||||||
• | A 20 basis point hypothetical decrease in the CAGR, holding all other assumptions constant, would not have decreased the fair value of the reporting unit below its carrying value. | |||||||||||||||
• | A 9% hypothetical annual average percentage decrease in average annual pre-tax operating profit, holding all other assumptions constant, would not have decreased the fair value of the reporting unit below its carrying value. | |||||||||||||||
The changes in the carrying amount of goodwill, by segment, as of December 31, 2013 and 2014, were as follows: | ||||||||||||||||
(in thousands) | ||||||||||||||||
North | Europe | Asia | Total | |||||||||||||
America | Pacific | |||||||||||||||
Balance as of January 1, 2013: | ||||||||||||||||
Goodwill | $ | 89,405 | $ | 54,147 | $ | 1,979 | $ | 145,531 | ||||||||
Accumulated impairment losses | (10,666 | ) | (12,884 | ) | — | (23,550 | ) | |||||||||
78,739 | 41,263 | 1,979 | 121,981 | |||||||||||||
Goodwill acquired | 918 | 674 | — | 1,592 | ||||||||||||
Goodwill disposed | (480 | ) | — | — | (480 | ) | ||||||||||
Foreign exchange | (248 | ) | 1,393 | (273 | ) | 872 | ||||||||||
Reclassifications (1) | 5,893 | (640 | ) | — | 5,253 | |||||||||||
Balance as of December 31, 2013: | 0 | |||||||||||||||
Goodwill | 95,488 | 55,574 | 1,706 | 152,768 | ||||||||||||
Accumulated impairment losses | (10,666 | ) | (12,884 | ) | (23,550 | ) | ||||||||||
84,822 | 42,690 | 1,706 | 129,218 | |||||||||||||
Foreign exchange | (296 | ) | (4,293 | ) | (139 | ) | (4,728 | ) | ||||||||
Impairment | — | (530 | ) | — | (530 | ) | ||||||||||
Reclassifications (2) | — | (79 | ) | — | (79 | ) | ||||||||||
Balance as of December 31, 2014: | 0 | |||||||||||||||
Goodwill | 95,192 | 51,202 | 1,567 | 147,961 | ||||||||||||
Accumulated impairment losses | (10,666 | ) | (13,414 | ) | — | (24,080 | ) | |||||||||
$ | 84,526 | $ | 37,788 | $ | 1,567 | $ | 123,881 | |||||||||
(1)(2) See footnotes following table entitled Indefinite-Lived Intangibles, below. | ||||||||||||||||
Amortizable Intangible Assets | ||||||||||||||||
The total gross carrying amount and accumulated amortization of intangible assets, most of which are or will be, subject to amortization at December 31, 2014, were $58.9 million and $26.3 million, respectively. The aggregate amount of amortization expense of intangible assets for the years ended December 31, 2014, 2013 and 2012 was $7.2 million, $7.1 million and $7.8 million, respectively. | ||||||||||||||||
The changes in the carrying amounts of patents, unpatented technologies, customer relationships and non-compete agreements and other intangible assets subject to amortization as of December 31, 2013, and 2014 were as follows: | ||||||||||||||||
(in thousands) | ||||||||||||||||
Gross | Accumulated | Net | ||||||||||||||
Carrying | Amortization | Carrying | ||||||||||||||
Patents | Amount | Amount | ||||||||||||||
Balance at January 1, 2013 | $ | 6,684 | $ | (5,377 | ) | $ | 1,307 | |||||||||
Amortization | — | (611 | ) | (611 | ) | |||||||||||
Foreign exchange | 5 | — | 5 | |||||||||||||
Balance, at December 31, 2013 | 6,689 | (5,988 | ) | 701 | ||||||||||||
Amortization | — | (506 | ) | (506 | ) | |||||||||||
Removal of fully amortized assets | (4,917 | ) | 4,917 | — | ||||||||||||
Foreign exchange | (14 | ) | — | (14 | ) | |||||||||||
Balance at December 31, 2014 | $ | 1,758 | $ | (1,577 | ) | $ | 181 | |||||||||
Gross | Accumulated | Net | ||||||||||||||
Carrying | Amortization | Carrying | ||||||||||||||
Unpatented Technology | Amount | Amount | ||||||||||||||
Balance at January 1, 2013 | $ | 5,361 | $ | (2,017 | ) | $ | 3,344 | |||||||||
Disposals | (1,530 | ) | 158 | (1,372 | ) | |||||||||||
Amortization | — | (3,398 | ) | (3,398 | ) | |||||||||||
Reclassifications (3) | 14,347 | — | 14,347 | |||||||||||||
Foreign exchange | 799 | — | 799 | |||||||||||||
Balance, at December 31, 2013 | 18,977 | (5,257 | ) | 13,720 | ||||||||||||
Amortization | — | (2,408 | ) | (2,408 | ) | |||||||||||
Reclassifications (4) | 5,299 | $ | — | 5,299 | ||||||||||||
Foreign exchange | (1,479 | ) | (1,479 | ) | ||||||||||||
Balance at December 31, 2014 | $ | 22,797 | $ | (7,665 | ) | $ | 15,132 | |||||||||
Gross | Accumulated | Net | ||||||||||||||
Non-Compete Agreements, | Carrying | Amortization | Carrying | |||||||||||||
Trademarks and Other | Amount | Amount | ||||||||||||||
Balance at January 1, 2013 | $ | 36,951 | (3,002 | ) | 33,949 | |||||||||||
Acquisition | 4,130 | — | 4,130 | |||||||||||||
Disposal | (200 | ) | 74 | (126 | ) | |||||||||||
Amortization | — | (636 | ) | (636 | ) | |||||||||||
Foreign exchange | (728 | ) | — | (728 | ) | |||||||||||
Reclassifications (1)(3)(5)(6) | (26,588 | ) | — | (26,588 | ) | |||||||||||
Removal of fully amortized assets | (10 | ) | 10 | — | ||||||||||||
Balance, at December 31, 2013 | 13,555 | (3,554 | ) | 10,001 | ||||||||||||
Acquisition | 100 | — | 100 | |||||||||||||
Amortization | — | (2,020 | ) | (2,020 | ) | |||||||||||
Foreign exchange | (62 | ) | — | (62 | ) | |||||||||||
Reclassifications (2)(4) | (2,554 | ) | — | (2,554 | ) | |||||||||||
Removal of fully amortized asset | (200 | ) | 200 | — | ||||||||||||
Balance at December 31, 2014 | $ | 10,839 | $ | (5,374 | ) | $ | 5,465 | |||||||||
Gross | Accumulated | Net | ||||||||||||||
Carrying | Amortization | Carrying | ||||||||||||||
Customer Relationships | Amount | Amount | ||||||||||||||
Balance at January 1, 2013 | $ | 20,697 | (8,699 | ) | 11,998 | |||||||||||
Amortization | — | (2,465 | ) | (2,465 | ) | |||||||||||
Foreign exchange | 229 | — | 229 | |||||||||||||
Reclassifications (5) | 1,923 | — | 1,923 | |||||||||||||
Balance, at December 31, 2013 | 22,849 | (11,164 | ) | 11,685 | ||||||||||||
Amortization | — | (2,225 | ) | (2,225 | ) | |||||||||||
Removal of fully amortized assets | (1,718 | ) | 1,718 | — | ||||||||||||
Reclassifications (2)(6) | 658 | — | 658 | |||||||||||||
Foreign exchange | (443 | ) | — | (443 | ) | |||||||||||
Balance at December 31, 2014 | $ | 21,346 | $ | (11,671 | ) | $ | 9,675 | |||||||||
(1)(2)(3)(4)(5)(6) See footnotes following table entitled Indefinite-Lived Intangibles, below. | ||||||||||||||||
At December 31, 2014, estimated future amortization of intangible assets was as follows: | ||||||||||||||||
(in thousands) | ||||||||||||||||
2015 | $ | 6,090 | ||||||||||||||
2016 | 5,848 | |||||||||||||||
2017 | 4,105 | |||||||||||||||
2018 | 3,136 | |||||||||||||||
2019 | 3,107 | |||||||||||||||
Thereafter | 8,167 | |||||||||||||||
$ | 30,453 | |||||||||||||||
Indefinite-Lived Intangible Assets | ||||||||||||||||
As of December 31, 2014, an IPR&D asset of $1.5 million requires further field testing and the Company anticipates substantial completion in 2015. The Company’s asset impairment assessment of the one IPR&D assets did not result in impairment in 2014. | ||||||||||||||||
The changes in the carrying amounts of indefinite-lived trade name and IPR&D assets not subject to amortization as of December 31, 2013 and 2014, were as follows: | ||||||||||||||||
Net | ||||||||||||||||
Carrying | ||||||||||||||||
Indefinite-Lived Intangibles | Trade Name | IPR&D | Amount | |||||||||||||
Balance, at December 31, 2012 | $ | — | $ | — | $ | — | ||||||||||
Reclassifications (6) | $ | 616 | $ | 4,742 | $ | 5,358 | ||||||||||
Foreign exchange | $ | — | $ | 308 | $ | 308 | ||||||||||
Balance, at December 31, 2013 | $ | 616 | $ | 5,050 | $ | 5,666 | ||||||||||
Reclassifications (4) | — | (3,349 | ) | (3,349 | ) | |||||||||||
Foreign exchange | — | (183 | ) | (183 | ) | |||||||||||
Balance at December 31, 2014 | $ | 616 | $ | 1,518 | $ | 2,134 | ||||||||||
(1) Revisions related to the Keymark acquisition included a $5.9 million increase in goodwill with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||||
(2) Reclassifications in 2014 of $0.6 million to customer relationships related to finalizing accounting for the Bierbach acquisitions, with a corresponding $0.5 million decrease in non-compete agreements, trademarks and other; and $0.1 million decrease in goodwill. | ||||||||||||||||
(3) Reclassifications in 2013 related to finalizing accounting for acquisitions, including increases of $12.8 million and $1.5 million related to the S&P Clever and CarbonWrap acquisitions, respectively, with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||||
-4 | Reclassification in 2014 of $3.3 million to unpatented technology for substantially completed IPR&D, with a corresponding reduction in indefinite-lived IPR&D and of $2.0 million to unpatented technology related to TJ® ShearBrace (“ShearBrace”), with a corresponding decrease in non-compete agreements, trademarks and other. | |||||||||||||||
(5) Reclassifications in 2013 related to finalizing accounting for acquisitions, including a $1.9 million increase to customer relations related to the S&P Clever acquisition with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||||
(6) Reclassifications in 2013 related to finalizing accounting for the S&P Clever acquisition, including increases to IPR&D indefinite-lived assets as well as the reclassification of the Quik-Drive trade name from other non-current assets. | ||||||||||||||||
Amortizable and indefinite-lived assets, net, by segment were as follows: | ||||||||||||||||
31-Dec-13 | ||||||||||||||||
Gross | Accumulated | Net | ||||||||||||||
Carrying | Amortization | Carrying | ||||||||||||||
Total Intangible Assets | Amount | Amount | ||||||||||||||
North America | $ | 34,520 | $ | (15,909 | ) | $ | 18,611 | |||||||||
Europe | 33,217 | (10,055 | ) | 23,162 | ||||||||||||
Total | $ | 67,737 | $ | (25,964 | ) | $ | 41,773 | |||||||||
At December 31, 2014 | ||||||||||||||||
Gross | Accumulated | Net | ||||||||||||||
Carrying | Amortization | Carrying | ||||||||||||||
Total Intangible Assets | Amount | Amount | ||||||||||||||
North America | $ | 29,455 | $ | (14,719 | ) | $ | 14,736 | |||||||||
Europe | 29,419 | (11,568 | ) | 17,851 | ||||||||||||
Total | $ | 58,874 | $ | (26,287 | ) | $ | 32,587 | |||||||||
Recently Issued Accounting Standards | ||||||||||||||||
In April 2014, FASB issued Accounting Standards Codification ("ASC") 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. | ||||||||||||||||
In January 2015, the FASB issued ASC Update No. 2015-01, Income Statement-Extraordinary and Unusual Items ("ASC Update No. 2015-01"). ASC Update No. 2015-01 eliminates the concept of extraordinary items found in Subtopic 225-20, which required that an entity separately classify, present and disclose extraordinary events and transaction when the event or activity met both criteria of being unusual in nature and infrequent in occurrence. Although the concept of extraordinary items will be eliminated, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. The standard is effective for annual and interim periods within those annual years beginning after December 15, 2015. The Company expects that the adoption of ASC Update No. 2015-01 will not materially affect its financial position or results of operations. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions |
In January 2012, the Company purchased all of the shares of S&P Clever, for $58.1 million, subject to post-closing adjustments. S&P Clever manufactures and sells engineered materials to repair, strengthen and restore concrete, masonry and asphalt and has operations in Switzerland, Germany, Portugal, Poland, The Netherlands and Austria. Payments under the purchase agreement included cash payments of $57.5 million and contingent consideration of $0.6 million payable over a three-year period if sales goals are met. As a result of the acquisition, the Company has increased its presence in the infrastructure, commercial and industrial construction markets in Europe. The Company’s measurement of assets acquired and liabilities assumed included cash and cash equivalents of $6.8 million, other current assets of $10.8 million, non-current assets of $53.4 million, current liabilities of $12.6 million and non-current liabilities of $0.2 million. Included in non-current assets was goodwill of $19.3 million, which was assigned to the Europe segment and is not deductible for tax purposes, intangible assets of $20.5 million, the amortization of which is not deductible for tax purposes, and long-lived intangibles of $4.8 million related to IPR&D assets, which will be amortized when the Company markets the product for sale. The IPR&D assets at the time of acquisition were entering a field testing phase and were focused on new forms of strengthening structures. The weighted-average amortization period for the intangible assets is 9.8 years. | |
In March 2012, the Company purchased substantially all of the assets of CarbonWrap Solutions, L.L.C. (“CarbonWrap”) for $5.5 million, subject to post-closing adjustments. CarbonWrap develops fiber-reinforced polymer products primarily for infrastructure and transportation projects. Payments under the purchase agreement totaled $5.3 million in cash and contingent consideration of $0.2 million paid on resolution of specified post-closing contingencies to the principal officer of CarbonWrap, who, on closing, was employed by the Company. The Company’s measurement included goodwill of $3.5 million, which was assigned to the North American segment and is deductible for tax purposes, and intangible assets of $1.7 million, which is subject to tax-deductible amortization. Net tangible assets consisting of accounts receivable, inventory, equipment and prepaid expenses accounted for the balance of the purchase price. In December 2013, the Company sold the CarbonWrap product line for $3.8 million and realized a gain of $1.4 million. See note 1 - Sale of Product Line. | |
In December 2012, the Company completed a transaction with Keymark Enterprises LLC (“Keymark”). In 2011, the Company had purchased various software assets from Keymark and had engaged Keymark to perform certain software development for the Company, for which the Company had agreed to compensate Keymark at rates equal to a multiple of Keymark’s costs. In the transaction, the Company paid Keymark $9.1 million, hired thirty-nine Keymark employees to perform the development work that Keymark had previously been engaged to perform and purchased from Keymark various assets needed for that work. This transaction also included termination of the 2011 software development agreement and the Company is now entitled to certain software license revenue that was previously received by Keymark. The Company’s measurement of the assets acquired included goodwill of $5.9 million, which was assigned to the North American segment and is deductible for tax purposes, and intangibles of $3.0 million, which is subject to tax-deductible amortization. Equipment and prepaid expenses accounted for the balance of the purchase. The weighted-average amortization period for the intangible assets is 4.9 years. | |
In February 2013, the Company purchased certain assets relating to the ShearBrace product line of Weyerhaeuser NR Company (“Weyerhaeuser”), a Washington corporation, for $5.3 million in cash. The ShearBrace is a line of pre-fabricated shearwalls that complement the Company’s Strong-Wall shearwall, and is sold throughout North America. The Company’s measurement of assets acquired included goodwill of $2.6 million, which was assigned to the North American segment, and intangible assets of $1.9 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 13.4 years. | |
In November 2013, the Company purchased certain assets related to a connector product line from Bierbach GmbH & Co. KG (“Bierbach”), a Germany corporation, 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 measurement of assets acquired included goodwill of $0.5 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 tool and dies accounted for the balance of the purchase price. At the end of 2014, the Company reduced the fair value of the contingent consideration liability from $0.8 million to $0.2 million due to a failure to retain Bierbach's historical customers and increased competition, which resulted in a $0.5 million gain that was reported in general and administrative expenses in the Consolidated Statements of Operations. The goodwill associated with Bierbach was fully impaired during 2014. (See Note 1 "Operations and Summary of Significant Accounting Policies - Goodwill Impairment Testing"). The weighted-average amortization period for the intangible assets is 9.7 years. | |
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 and assumed liabilities. Fair value of intangible assets was based on Level 3 inputs. | |
The results of operations of the businesses acquired in 2013 are included in the Company’s consolidated results of operations since the date of the acquisition. Results of operations of acquired businesses for 2013 and for periods prior to 2013 were not material to the Company on an individual or aggregate basis, and accordingly, pro forma results of operations have not been presented. |
Trade_Accounts_Receivable_net
Trade Accounts Receivable, net | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Receivables [Abstract] | ||||||||
Trade Accounts Receivable, net | Trade Accounts Receivable, net | |||||||
Trade accounts receivable consisted of the following: | ||||||||
(in thousands) | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Trade accounts receivable | $ | 95,033 | $ | 92,413 | ||||
Allowance for doubtful accounts | (929 | ) | (945 | ) | ||||
Allowance for sales discounts | (2,089 | ) | (1,451 | ) | ||||
$ | 92,015 | $ | 90,017 | |||||
The Company sells products on credit and generally does not require collateral. |
Inventories
Inventories | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | Inventories | |||||||
The components of inventories consisted of the following: | ||||||||
(in thousands) | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Raw materials | $ | 97,732 | $ | 81,338 | ||||
In-process products | 19,496 | 18,475 | ||||||
Finished products | 99,317 | 97,915 | ||||||
$ | 216,545 | $ | 197,728 | |||||
Property_Plant_and_Equipment_n
Property, Plant and Equipment, net | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment, net | Property, Plant and Equipment, net | |||||||
Property, plant and equipment consisted of the following: | ||||||||
(in thousands) | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Land | $ | 29,390 | $ | 29,347 | ||||
Buildings and site improvements | 175,058 | 178,391 | ||||||
Leasehold improvements | 5,602 | 5,213 | ||||||
Machinery and equipment | 228,440 | 225,831 | ||||||
438,490 | 438,782 | |||||||
Less accumulated depreciation and amortization | (245,383 | ) | (235,535 | ) | ||||
193,107 | 203,247 | |||||||
Capital projects in progress | 13,920 | 6,286 | ||||||
$ | 207,027 | $ | 209,533 | |||||
Included in property, plant and equipment at December 31, 2014 and 2013, are fully depreciated assets with an original cost of $161.1 million and $147.9 million, respectively. These fully depreciated assets are still in use in the Company’s operations. Included in machinery and equipment at December 31, 2014 and 2013, are capitalized software development costs of $1.8 million and $1.6 million, respectively, and included in capital projects in progress at December 31, 2014 and 2013, are software in development costs of $8.3 million and $0.1 million, respectively. | ||||||||
Depreciation expense for the years ended December 31, 2014, 2013 and 2012, was $20.4 million, $20.1 million and $19.0 million, respectively. |
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued Liabilities | Accrued Liabilities | |||||||
Accrued liabilities consisted of the following: | ||||||||
(in thousands) | ||||||||
December 31, | ||||||||
` | 2014 | 2013 | ||||||
Sales incentive and advertising accruals | $ | 22,788 | $ | 22,195 | ||||
Dividend payable | 6,843 | 6,095 | ||||||
Labor related liabilities | 6,598 | 9,129 | ||||||
Vacation liability | 6,568 | 6,584 | ||||||
Other | 13,281 | 7,742 | ||||||
$ | 56,078 | $ | 51,745 | |||||
Debt
Debt | 12 Months Ended | |||||||||||
Dec. 31, 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 December 31, 2014 was $304.3 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 December 31, 2014, the LIBOR Rate was 0.16%), 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 was also required to pay customary fees as specified in a separate fee agreement between the Company and Wells Fargo Bank, National Association, in its capacity as the Agent under the credit agreement. | ||||||||||||
The Company’s borrowing capacity under other revolving credit lines and a term note totaled $4.3 million at December 31, 2014. The other revolving credit lines and term note charge interest ranging from 0.88% to 7.25% and have maturity dates from March 2015 to December 2015. The Company had $0.0 million and $0.1 million outstanding at December 31, 2014 and 2013, respectively. | ||||||||||||
The Company and its subsidiaries are required to comply with various affirmative and negative covenants. The covenants include provisions that would limit the availability of funds as a result of a material adverse change to the Company’s financial position or results of operations. The Company was in compliance with its financial covenants under the loan agreement as of December 31, 2014. | ||||||||||||
The Company incurs interest costs, which include interest, maintenance fees and bank charges. The amount of costs incurred, capitalized, and expensed for the years ended December 31, 2014, 2013 and 2012, consisted of the following: | ||||||||||||
(in thousands) | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Interest costs incurred | $ | 953 | $ | 1,019 | $ | 909 | ||||||
Less: Interest capitalized | (98 | ) | (118 | ) | (116 | ) | ||||||
Interest expense | $ | 855 | $ | 901 | $ | 793 | ||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||
Commitments and Contingencies | Commitments and Contingencies | |||||||||||
Leases | ||||||||||||
Certain properties occupied by the Company are leased. The leases expire at various dates through 2022 and generally require the Company to assume the obligations for insurance, property taxes and maintenance of the facilities. | ||||||||||||
Rental expense for 2014, 2013 and 2012 with respect to all leased property was approximately $6.9 million, $6.9 million and $6.9 million, respectively. | ||||||||||||
At December 31, 2014, minimum rental commitments under all non-cancelable leases were as follows: | ||||||||||||
(in thousands) | ||||||||||||
2015 | $ | 6,658 | ||||||||||
2016 | 4,668 | |||||||||||
2017 | 2,710 | |||||||||||
2018 | 2,218 | |||||||||||
2019 | 993 | |||||||||||
Thereafter | 1,947 | |||||||||||
Total | $ | 19,194 | ||||||||||
Some of these minimum rental commitments contain renewal options and provide for periodic rental adjustments based on changes in the consumer price index or current market rental rates. Other rental commitments provide options to cancel early without penalty. Future minimum rental payments, under the earliest cancellation options, are included in minimum rental commitments in the table above. | ||||||||||||
Other Contractual Obligations | ||||||||||||
Purchase obligations consist of commitments primarily related to the acquisition, construction or expansion of facilities and equipment, consulting agreements, and minimum purchase quantities of certain raw materials. The Company is not a party to any long-term supply contracts with respect to the purchase of raw materials or finished goods. Debt interest obligations include interest payments on fixed-term debt, line-of-credit borrowings and annual facility fees on the Company’s primary line-of-credit facility. Interest on line-of-credit facilities was estimated based on historical borrowings and repayment patterns. | ||||||||||||
At December 31, 2014, other contractual obligations were as follows: | ||||||||||||
(in thousands) | ||||||||||||
Purchase | Debt | Total | ||||||||||
Obligations | Interest | |||||||||||
Obligations | ||||||||||||
2015 | $ | 25,581 | $ | 450 | $ | 26,031 | ||||||
2016 | 31 | 450 | 481 | |||||||||
2017 | 31 | 263 | 294 | |||||||||
2018 | 30 | — | 30 | |||||||||
2019 | — | — | — | |||||||||
Thereafter | — | — | — | |||||||||
$ | 25,673 | $ | 1,163 | $ | 26,836 | |||||||
Employee Relations | ||||||||||||
Approximately 14% of the Company’s employees are represented by labor unions and are covered by collective bargaining agreements. Simpson Strong-Tie’s facility in San Bernardino County, California, has two of SST’s collective bargaining agreements, one with tool and die craftsmen and maintenance workers, and the other with sheetmetal workers. These two contracts expire in February 2017 and June 2018, respectively. Simpson Strong-Tie’s facility in Stockton, California, is also a union facility with two collective bargaining agreements, which also cover tool and die craftsmen and maintenance workers and sheetmetal workers. These two contracts will expire June and September 2015, respectively. Negotiations to extend both union labor contracts have not begun. The Company believes that the negotiations to extend these two contracts are not likely to have a material adverse effect on the Company’s ability to provide products to its customers or on the Company’s profitability, even if new agreements are not reached before the existing agreements expire. | ||||||||||||
Environmental | ||||||||||||
The Company’s policy with regard to environmental liabilities is to accrue for future environmental assessments and remediation costs when information becomes available that indicates that it is probable that the Company is liable for any related claims and assessments and the amount of the liability is reasonably estimable. The Company does not believe that these matters will have a material adverse effect on the Company’s financial condition, cash flows or results of operations. | ||||||||||||
Litigation | ||||||||||||
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 should the written agreement reached to settle the Cases and other related legal proceedings (the “Settlement”) (discussed below) not receive final approval by the Court and become effective as defined therein, in accordance with its terms. 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, the parties entered into the Settlement 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. All parties to the Cases have executed the Settlement and the Court has given its preliminary approval. If the Court gives final approval to the Settlement, and if the conditions are satisfied such that the Settlement becomes Effective as defined therein, the Company will incur no uninsured liability in any of these legal proceedings. The Company cannot predict when, if ever, the Settlement will be approved and its conditions satisfied such that it becomes Effective, and an unfavorable outcome could result in liability that substantially exceeds the amount of the Settlement. 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. 11-1-1522-7, 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 | ||||||||||||
Corrosion, hydrogen enbrittlement, cracking, material hardness, wood pressure-treating chemicals, misinstallations, misuse, design and assembly flaws, manufacturing defects, environmental conditions or other factors can contribute to failure of fasteners, connectors, anchors, adhesives 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. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
The provision for income taxes from operations consisted of the following: | ||||||||||||
(in thousands) | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current | ||||||||||||
Federal | $ | 25,178 | $ | 19,804 | $ | 13,163 | ||||||
State | 4,391 | 3,243 | 2,732 | |||||||||
Foreign | 4,041 | 3,926 | 3,920 | |||||||||
Deferred | ||||||||||||
Federal | 2,264 | 3,646 | (544 | ) | ||||||||
State | 142 | 404 | (98 | ) | ||||||||
Foreign | (225 | ) | (430 | ) | 830 | |||||||
$ | 35,791 | $ | 30,593 | $ | 20,003 | |||||||
Income and loss from operations before income taxes for the years ended December 31, 2014, 2013, and 2012, consisted of the following: | ||||||||||||
(in thousands) | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Domestic | $ | 90,142 | $ | 74,912 | $ | 65,705 | ||||||
Foreign | 9,180 | 6,652 | (3,784 | ) | ||||||||
$ | 99,322 | $ | 81,564 | $ | 61,921 | |||||||
Reconciliations between the statutory federal income tax rates and the Company’s effective income tax rates as a percentage of income before income taxes for its operations were as follows: | ||||||||||||
(in thousands) | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Federal tax rate | 35 | % | 35 | % | 35 | % | ||||||
State taxes, net of federal benefit | 3 | % | 3 | % | 2.9 | % | ||||||
Tax benefit of domestic manufacturing deduction | (2.4 | )% | (2.2 | )% | (2.1 | )% | ||||||
Change in valuation allowance | 1.5 | % | 1.3 | % | 6 | % | ||||||
Difference between United States statutory and foreign local tax rates | (0.4 | )% | 0.1 | % | 2.6 | % | ||||||
Change in uncertain tax position | (0.8 | )% | (0.4 | )% | (0.3 | )% | ||||||
Worthless stock deduction on Irish subsidiary | — | % | — | % | (15.4 | )% | ||||||
Non-deductible goodwill write-off | — | % | — | % | 1.1 | % | ||||||
Non-deductible professional fee | — | % | — | % | 1.3 | % | ||||||
Other | 0.1 | % | 0.7 | % | 1.2 | % | ||||||
Effective income tax rate | 36 | % | 37.5 | % | 32.3 | % | ||||||
In 2012, the Company recorded a worthless stock deduction for its investment in the Company’s wholly-owned Irish subsidiary. The deduction resulted in approximately $9.9 million tax benefit on the Company’s U.S. tax returns. | ||||||||||||
The tax effects of the significant temporary differences that constitute the deferred tax assets and liabilities at December 31, 2014 and 2013, were as follows: | ||||||||||||
(in thousands) | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Current deferred tax assets (liabilities) | ||||||||||||
State tax | $ | 1,685 | $ | 1,415 | ||||||||
Workers’ compensation | 1,586 | 1,780 | ||||||||||
Health claims | 651 | 601 | ||||||||||
Vacation liability | 1,211 | 1,219 | ||||||||||
Allowance for doubtful accounts | 156 | 181 | ||||||||||
Inventories | 5,685 | 6,691 | ||||||||||
Sales incentive and advertising allowances | 757 | 516 | ||||||||||
Stock-based compensation | 3,197 | 2,913 | ||||||||||
Unrealized foreign exchange gain or loss | 102 | 124 | ||||||||||
Other, net | (368 | ) | 171 | |||||||||
$ | 14,662 | $ | 15,611 | |||||||||
Long-term deferred tax assets (liabilities) | ||||||||||||
Depreciation | $ | (3,913 | ) | $ | (2,671 | ) | ||||||
Goodwill and other intangibles amortization | (10,512 | ) | (9,781 | ) | ||||||||
Stock-based compensation | 3,315 | 3,191 | ||||||||||
Accrued pension liabilities | 1,276 | — | ||||||||||
Uncertain tax positions’ unrecognized tax benefits | 623 | 1,532 | ||||||||||
Non-United States tax loss carry forward | 6,506 | 5,472 | ||||||||||
Tax effect on cumulative translation adjustment | (789 | ) | (729 | ) | ||||||||
Other | 796 | 940 | ||||||||||
(2,698 | ) | (2,046 | ) | |||||||||
Less valuation allowances | (6,754 | ) | (5,546 | ) | ||||||||
$ | (9,452 | ) | $ | (7,592 | ) | |||||||
The total deferred tax assets for the years ended December 31, 2014 and 2013, were $22.0 million and $22.0 million, respectively. The total deferred tax liabilities for the years ended December 31, 2014 and 2013, were $16.8 million and $14.1 million, respectively. | ||||||||||||
At December 31, 2014, the Company had $28.0 million of pre-tax loss carryforwards in various non-United States taxing jurisdictions, which excludes approximately $11.8 million that was generated by the Company’s now inactive wholly owned Irish subsidiary. Tax loss carryforwards of $0.4 million, $0.8 million, $1.7 million, $1.6 million and $2.4 million will expire in 2015, 2016, 2017, 2018 and 2019, respectively, if not used. The remaining tax losses can be carried forward indefinitely. | ||||||||||||
At December 31, 2014, and 2013, the Company had deferred tax valuation allowances of $6.8 million and $5.5 million, respectively. The valuation allowance increased $1.3 million and decreased $4.2 million for the years ended December 31, 2014 and 2013, respectively. The decrease in valuation allowance from December 31, 2012, is mainly attributable to the removal of the deferred tax asset generated by the Company’s wholly owned Irish subsidiary. | ||||||||||||
The Company does not provide for federal income taxes on the undistributed earnings of its international subsidiaries because such earnings are reinvested and, in the Company’s opinion, will continue to be reinvested indefinitely. At December 31, 2014, 2013 and 2012, the Company had not provided for federal income taxes on undistributed earnings of $45.6 million, $34.8 million and $29.0 million, respectively, from its international subsidiaries. Should these earnings be distributed in the form of dividends or otherwise, the Company would be subject to both United States income taxes and withholding taxes in various international jurisdictions. These taxes may be partially offset by United States foreign tax credits. Determination of the related amount of unrecognized deferred United States income taxes is not practicable because of the complexities associated with this hypothetical calculation. United States federal income taxes are provided on the earnings of the Company’s foreign branches, which are included in the United States federal income tax return. | ||||||||||||
A reconciliation of the beginning and ending amounts of unrecognized tax benefits in 2014, 2013 and 2012 was as follows, including foreign translation amounts: | ||||||||||||
(in thousands) | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance at January 1 | $ | 3,456 | $ | 3,843 | $ | 4,683 | ||||||
Additions based on tax positions related to prior years | 7 | 297 | 527 | |||||||||
Reductions based on tax positions related to prior years | (1,146 | ) | (494 | ) | (1,163 | ) | ||||||
Additions for tax positions of the current year | 165 | 837 | 933 | |||||||||
Settlements | (680 | ) | (435 | ) | (486 | ) | ||||||
Lapse of statute of limitations | (495 | ) | (592 | ) | (651 | ) | ||||||
Balance at December 31 | $ | 1,307 | $ | 3,456 | $ | 3,843 | ||||||
Included in the balance of unrecognized tax benefits at December 31, 2014, 2013 and 2012, are tax positions of $0.0 million, $0.7 million and $0.9 million, respectively, which, if recognized, would reduce the effective tax rate. | ||||||||||||
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense, which is a continuation of the Company’s historical accounting policy. During the years ended December 31, 2014, 2013 and 2012, accrued interest decreased by $0.2 million, $0.3 million and $0.4 million, respectively, as a result of the reversal of accrued interest associated with the lapses of statutes of limitations. At December 31, 2014, 2013 and 2012, the Company had accrued $0.2 million, $0.4 million and $0.7 million, respectively, for the potential payment of interest, before income tax benefits. | ||||||||||||
At December 31, 2014, the Company remained subject to United States federal income tax examinations for the tax years 2011 through 2014. In addition, the Company remained subject to state, local and foreign income tax examinations primarily for the tax years 2009 through 2014. |
Retirement_Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Plans | Retirement Plans |
The Company has six defined contribution retirement plans covering substantially all salaried employees and nonunion hourly employees. Two of the plans, covering United States employees, provide for annual contributions in amounts that the Board may authorize, subject to certain limitations, but in no event more than the amounts permitted under the Internal Revenue Code as deductible expense. The other four plans, covering the Company’s European and Canadian employees, require the Company to make contributions ranging from 3% to 15% of the employees’ compensation. The total cost for these retirement plans for the years ended December 31, 2014, 2013 and 2012, was $8.0 million, $8.2 million and $7.7 million, respectively. | |
The Company also contributes to various industry-wide, union-sponsored pension funds for hourly employees who are union members and a statutorily required pension fund for employees in Switzerland. Payments to these funds aggregated $2.3 million, $2.2 million and $2.1 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |
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 within long-term liabilities in the Company's Consolidated Balance Sheet. The Company discounted the payment estimate using a discount rate of 4.5%, which approximates the credit-adjusted risk-free rate for the Company at December 31, 2014. The Company recorded a long-term liability of $3.3 million 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 adjustments to the long-term liability will be charged to cost of sales in the 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. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions |
The Company paid an airplane charter company standard hourly rates when an airplane was hired for use by Thomas J. Fitzmeyers, its former Chairman and former Chief Executive Officer, who is now the Company's Vice Chairman, for travel between his home and Company offices or by him and other Company employees in travel on business. For the year ended December 31, 2012, the total cost to the Company for this and other airplanes that were used was $0.5 million. Included in this amount for the year ended December 31, 2012, was $20 thousand paid to Mr. Fitzmeyers for compensation. The independent members of the Board unanimously approved this arrangement. The Company computed the compensation cost of the use of airplanes using the Standard Industrial Fare Level (“SIFL”) tables prescribed under applicable Internal Revenue Service regulations. Beginning in 2013, the Company no longer hires an airplane for Mr. Fitzmeyers, but will reimburse him for the cost of his travel based on commercial flight rates to and from its offices or when he travels on Company business. | |
In March 2013, the Company extended its lease on a property in Addison, Illinois, which is co-owned by Gerald Hagel, a vice president of Simpson Strong-Tie since March 2007. The extension is for an additional five years through 2018. The Company paid $0.3 million in 2013 to lease the property from Mr. Hagel and his wife, Susan Hagel, a former employee of Simpson Strong-Tie. | |
In December 2009, the Company made a loan of $0.7 million to an entity related to Keymark. The loan bore interest at an annual rate of 5.5%. The $0.7 million loan was repaid in January 2013. |
StockBased_Compensation_Plans
Stock-Based Compensation Plans | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Stock-Based Compensation Plans | Stock-Based Compensation Plans | ||||||||||||
The Company has one stock-based incentive plan, which incorporates and supersedes its two previous plans (see Note 1 — Accounting for Stock-Based Compensation). Participants are generally granted stock-based awards only if the applicable Company-wide or profit-center operating goals, or both, or strategic goals, established by the Compensation and Leadership Development Committee of the Board of Directors at the beginning of the year, are met. | |||||||||||||
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, excluding the present value of the dividends that the restricted stock units do not participate in. On February 2, 2015, 339,047 restricted stock units were awarded, including 8,550 awarded to the Company’s independent directors, at an estimated value of $32.64 per share, the closing price on January 31, 2015. The restrictions on these awards generally lapse one quarter on each of the date of the award and the first, second and third anniversaries of the date of the award. Restrictions on awards to four executive officers of the Company lapse three quarters on the third anniversary of the date of the award and one quarter on the fourth anniversary of the date of the award. | |||||||||||||
The following table summarizes the Company’s unvested restricted stock unit activity for the year ended December 31, 2014: | |||||||||||||
Shares | Weighted- | Aggregate | |||||||||||
(in thousands) | Average | Intrinsic | |||||||||||
Price | Value * | ||||||||||||
Unvested Restricted Stock Units (RSUs) | (in thousands) | ||||||||||||
Outstanding at January 1, 2014 | 448 | $ | 32.48 | $ | 16,447 | ||||||||
Awarded | 343 | 30.98 | |||||||||||
Vested | (284 | ) | 32.06 | ||||||||||
Forfeited | (3 | ) | 31.68 | ||||||||||
Outstanding at December 31, 2014 | 504 | $ | 31.67 | $ | 17,423 | ||||||||
Outstanding and expected to vest at December 31, 2014 | 492 | $ | 31.68 | $ | 15,582 | ||||||||
* The intrinsic value is calculated using the closing price per share of $34.60 as reported by the New York Stock Exchange on December 31, 2014. | |||||||||||||
The total intrinsic value of restricted stock units vested during the years ended December 31, 2014, 2013 and 2012 was $9.1 million, $5.7 million and $3.1 million respectively, based on the market value on the award date. | |||||||||||||
No stock options were granted under the 2011 Plan in 2012, 2013 or 2014. | |||||||||||||
The following table summarizes the Company’s stock option activity for the year ended December 31, 2014: | |||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||
(in thousands) | Average | Average | Intrinsic | ||||||||||
Exercise | Remaining | Value* | |||||||||||
Price | Contractual | (in thousands) | |||||||||||
Non-Qualified Stock Options | Life | ||||||||||||
Outstanding at January 1, 2014 | 1,021 | $ | 29.35 | 4 | $ | 7,404 | |||||||
Exercised | (161 | ) | $ | 28.54 | |||||||||
Forfeited | (5 | ) | $ | 32.92 | |||||||||
Outstanding at December 31, 2014 | 855 | $ | 29.48 | 3.1 | $ | 4,381 | |||||||
Outstanding and expected to vest at December 31, 2014 | 847 | $ | 29.48 | 3.1 | $ | 4,341 | |||||||
Exercisable at December 31, 2014 | 756 | $ | 29.45 | 3 | $ | 3,889 | |||||||
* The intrinsic value represents the amount by which the fair market value of the underlying common stock exceeds the exercise price of the option, using the closing price per share of $34.60 as reported by the New York Stock Exchange on December 31, 2014. | |||||||||||||
The total intrinsic value of stock options exercised during the three years ended December 31, 2014, 2013 and 2012, was $0.8 million, $2.6 million and $1.1 million, respectively. | |||||||||||||
A summary of the status of unvested stock options as of December 31, 2014, and changes during the year ended December 31, 2014, is presented below: | |||||||||||||
Shares | Weighted- | ||||||||||||
(in thousands) | Average | ||||||||||||
Grant-Date | |||||||||||||
Unvested Options | Fair Value | ||||||||||||
Unvested at January 1, 2014 | 448 | $ | 10.31 | ||||||||||
Vested | (348 | ) | $ | 10.31 | |||||||||
Forfeited | (1 | ) | $ | 10.33 | |||||||||
Unvested at December 31, 2014 | 99 | $ | 10.33 | ||||||||||
As of December 31, 2014, total unrecognized compensation cost of $14.8 million was related to unvested stock-based compensation arrangements expected to be awarded under the 2011 Plan and granted under the 1994 Plan. This cost is expected to be recognized over a weighted-average period of 1.8 years. Stock options granted under the 1995 Plan are fully vested and the associated expense was fully recognized as of the date of grant. | |||||||||||||
The Company also maintains a Stock Bonus Plan whereby it awards shares to employees, who do not otherwise participate in one of the Company’s stock-based incentive plans. The number of shares awarded, as well as the period of service, is determined by the Compensation and Leadership Development Committee of the Board. In 2014, 2013 and 2012, the Company issued, and committed to issue, 16 thousand, 11 thousand and 9 thousand shares, respectively, which resulted in pre-tax compensation charges of $0.6 million, $0.7 million and $0.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. These employees are also awarded cash bonuses, which are included in these charges, to compensate for their income taxes payable as a result of the stock bonuses. Shares have been issued under this plan in the year following the year in which the employee reached the tenth anniversary of employment with the Company. |
Segment_Information
Segment Information | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||
Segment Information | Segment Information | |||||||||||||||||||||||
The Company is organized into three reporting segments. The segments are defined by the regions where the Company’s products are manufactured, marketed and distributed to the Company’s customers. The three regional segments are the North America segment, comprising primarily the United States and Canada, the Europe segment 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 Administrative & All Other column primarily includes expenses such as self-insured workers compensation claims for employees of the Company’s venting business, which was sold in 2010, stock-based compensation for certain members of management, interest expense, foreign exchange gains or losses and income tax expense, as well as revenues and expenses related to real estate activities, such as rental income and depreciation expense on the Company’s property in Vacaville, California, which the Company has leased to a third party for a 10-year term expiring in August 2020. | ||||||||||||||||||||||||
The following table shows certain measurements used by management to assess the performance of the segments described above as of December 31, 2014, 2013 and 2012, or for the years then ended: | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
North | Europe | Asia/ | Administrative | Total | ||||||||||||||||||||
2014 | America | Pacific | & All Other | |||||||||||||||||||||
Net sales | $ | 613,843 | $ | 123,177 | $ | 15,128 | $ | — | $ | 752,148 | ||||||||||||||
Sales to other segments * | 4,134 | 1,170 | 17,933 | — | 23,237 | |||||||||||||||||||
Income (loss) from operations | 94,888 | 5,005 | (1,566 | ) | 949 | 99,276 | ||||||||||||||||||
Depreciation and amortization | 18,129 | 6,755 | 1,554 | 1,480 | 27,918 | |||||||||||||||||||
Impairment of goodwill | — | 530 | — | — | 530 | |||||||||||||||||||
Significant non-cash charges | 9,722 | 1,164 | 203 | 2,101 | 13,190 | |||||||||||||||||||
Provision for (benefit from) income taxes | 30,287 | 2,437 | 882 | 2,185 | 35,791 | |||||||||||||||||||
Capital expenditures and business acquisitions, | ||||||||||||||||||||||||
net of cash acquired | 20,160 | 2,977 | 798 | — | 23,935 | |||||||||||||||||||
Total assets | 679,844 | 180,005 | 29,552 | 83,664 | 973,065 | |||||||||||||||||||
North | Europe | Asia/ | Administrative | Total | ||||||||||||||||||||
2013 | America | Pacific | & All Other | |||||||||||||||||||||
Net sales | $ | 572,789 | $ | 117,740 | $ | 14,793 | $ | — | $ | 705,322 | ||||||||||||||
Sales to other segments * | 4,735 | 352 | 16,334 | — | 21,421 | |||||||||||||||||||
Income (loss) from operations | 84,885 | 1,258 | (2,202 | ) | (2,463 | ) | 81,478 | |||||||||||||||||
Depreciation and amortization | 17,707 | 7,019 | 1,499 | 1,293 | 27,518 | |||||||||||||||||||
Impairment of long-lived asset | — | 1,025 | — | — | 1,025 | |||||||||||||||||||
Significant non-cash charges | 8,867 | 1,561 | 142 | 2,177 | 12,747 | |||||||||||||||||||
Provision for (benefit from) income taxes | 26,372 | 2,906 | (101 | ) | 1,416 | 30,593 | ||||||||||||||||||
Capital expenditures and business acquisitions, | ||||||||||||||||||||||||
net of cash acquired | 19,424 | 2,244 | 1,620 | 9 | 23,297 | |||||||||||||||||||
Total assets | 627,196 | 201,384 | 31,560 | 96,385 | 956,525 | |||||||||||||||||||
North | Europe | Asia/ | Administrative | Total | ||||||||||||||||||||
2012 | America | Pacific | & All Other | |||||||||||||||||||||
Net sales | $ | 522,895 | $ | 122,493 | $ | 10,843 | $ | — | $ | 656,231 | ||||||||||||||
Sales to other segments * | 5,121 | 430 | 15,721 | — | 21,272 | |||||||||||||||||||
Income (loss) from operations | 71,586 | (8,095 | ) | (2,799 | ) | 1,017 | 61,709 | |||||||||||||||||
Depreciation and amortization | 16,317 | 7,744 | 1,330 | 1,466 | 26,857 | |||||||||||||||||||
Impairment of goodwill | — | 2,346 | — | — | 2,346 | |||||||||||||||||||
Impairment of long-lived asset | 461 | 342 | — | — | 803 | |||||||||||||||||||
Significant non-cash charges | 7,369 | 1,053 | 194 | 2,051 | 10,667 | |||||||||||||||||||
Provision for income taxes | 15,037 | 3,544 | 323 | 1,099 | 20,003 | |||||||||||||||||||
Capital expenditures and business acquisitions, | ||||||||||||||||||||||||
net of cash acquired | 23,014 | 63,156 | 916 | — | 87,086 | |||||||||||||||||||
Total assets | 583,501 | 194,000 | 30,455 | 82,366 | 890,322 | |||||||||||||||||||
* Sales to other segments are eliminated on consolidation. | ||||||||||||||||||||||||
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 & All Other.” Cash and short-term investment balances in “Administrative & All Other” were $167.4 million, $156.0 million and $91.9 million as of December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, the Company had $94.9 million or 36.5% of its cash and cash equivalents held outside the United States in accounts belonging to the Company’s various foreign operating entities. The majority of this balance is held in foreign currencies and could be subject to additional taxation if it were repatriated to the United States. The Company has no plans to repatriate cash and cash equivalents held outside the United States as the Company expects to use such funds for future international growth and acquisitions. | ||||||||||||||||||||||||
The significant non-cash charges comprise compensation related to the awards under the stock-based incentive plans and the stock bonus plan. The Company’s measure of profit or loss for its reportable segments is income (loss) from operations. The reconciling amounts between consolidated income before tax and consolidated income from operations are net interest income, which is primarily attributed to “Administrative & All Other.” | ||||||||||||||||||||||||
The following table shows the geographic distribution of the Company’s net sales and long-lived assets as of December 31, 2014, 2013 and 2012, or for the years then ended: | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||
Net | Long-Lived | Net | Long-Lived | Net | Long-Lived | |||||||||||||||||||
Sales | Assets | Sales | Assets | Sales | Assets | |||||||||||||||||||
United States | $ | 572,112 | $ | 158,161 | $ | 531,019 | $ | 152,644 | $ | 478,441 | $ | 152,456 | ||||||||||||
Canada | 40,996 | 5,195 | 41,626 | 5,763 | 44,359 | 6,182 | ||||||||||||||||||
Denmark | 15,121 | 1,518 | 14,993 | 1,907 | 15,096 | 2,252 | ||||||||||||||||||
United Kingdom | 24,893 | 1,377 | 21,852 | 1,249 | 23,504 | 1,232 | ||||||||||||||||||
France | 37,312 | 8,145 | 36,708 | 9,302 | 37,826 | 10,036 | ||||||||||||||||||
Germany | 27,202 | 15,379 | 26,058 | 17,446 | 27,919 | 17,651 | ||||||||||||||||||
Switzerland | 4,960 | 9,506 | 5,977 | 11,649 | 6,607 | 11,628 | ||||||||||||||||||
Poland | 7,491 | 1,071 | 5,982 | 692 | 4,847 | 795 | ||||||||||||||||||
The Netherlands | 4,539 | 30 | 4,306 | 63 | 3,336 | 92 | ||||||||||||||||||
Portugal | 806 | 472 | 804 | 688 | 1,437 | 734 | ||||||||||||||||||
Ireland | — | — | 31 | — | 791 | 2,757 | ||||||||||||||||||
China/Hong Kong | 9,646 | 8,966 | 9,802 | 9,499 | 6,054 | 9,675 | ||||||||||||||||||
Australia | 3,245 | 267 | 3,289 | 356 | 3,386 | 441 | ||||||||||||||||||
New Zealand | 2,237 | 82 | 1,701 | 125 | 1,404 | 154 | ||||||||||||||||||
Other countries | 1,588 | 606 | 1,174 | 739 | 1,224 | 577 | ||||||||||||||||||
$ | 752,148 | $ | 210,775 | $ | 705,322 | $ | 212,122 | $ | 656,231 | $ | 216,662 | |||||||||||||
Net sales and long-lived assets, net of intangible assets, are attributable to the country where the sales or manufacturing operations are located. | ||||||||||||||||||||||||
The following table show the distribution of the Company’s net sales by product for the years ended December 31, 2014, 2013 and 2012, or for the years then ended: | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
0 | 2014 | 2013 | 2012 | |||||||||||||||||||||
Wood Construction | $ | 636,003 | $ | 596,837 | $ | 558,103 | ||||||||||||||||||
Concrete Construction | 115,921 | 108,295 | 97,921 | |||||||||||||||||||||
Other | 224 | 190 | 207 | |||||||||||||||||||||
Total | $ | 752,148 | $ | 705,322 | $ | 656,231 | ||||||||||||||||||
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, specialty chemicals, mechanical anchors, carbide drill bits, powder actuated tools and reinforcing fiber materials and are used for restoration, protection or strengthening concrete, masonry and steel construction in residential, industrial, commercial and infrastructure construction. | ||||||||||||||||||||||||
The Company’s largest customer, attributable mostly to the North America segment, accounted for 10% of net sales for the year ended December 31, 2012. No customer accounted for as much as 10% of net sales for the years ended December 31, 2014 and 2013. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
At its meeting on February 2, 2015, the Company’s Board of Directors declared a cash dividend of $0.14 per share. The record date for the dividend will be April 2, 2015, and it will be paid on April 23, 2015. At the same meeting, the Board also authorized the Company to repurchase up to $50.0 million of the Company’s common stock. The authorization will remain in effect through the end of 2015. |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) | |||||||||||||||||||||||||||||||
The following table sets forth selected quarterly financial data for each of the quarters in 2014 and 2013: | ||||||||||||||||||||||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||
Fourth | Third | Second | First | Fourth | Third | Second | First | |||||||||||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | |||||||||||||||||||||||||
Net sales | $ | 166,630 | $ | 209,320 | $ | 207,893 | $ | 168,305 | $ | 160,074 | $ | 195,619 | $ | 195,348 | $ | 154,281 | ||||||||||||||||
Cost of sales | 93,833 | 113,767 | 111,993 | 90,525 | 90,330 | 105,724 | 106,176 | 89,561 | ||||||||||||||||||||||||
Gross profit | 72,797 | 95,553 | 95,900 | 77,780 | 69,744 | 89,895 | 89,172 | 64,720 | ||||||||||||||||||||||||
Research and development and other engineering | 9,513 | 9,711 | 10,094 | 9,700 | 9,825 | 9,226 | 9,484 | 8,308 | ||||||||||||||||||||||||
Selling | 22,407 | 23,592 | 24,213 | 21,819 | 21,449 | 20,630 | 21,652 | 21,371 | ||||||||||||||||||||||||
General and administrative | 25,508 | 29,557 | 29,494 | 26,941 | 25,164 | 28,523 | 28,347 | 26,036 | ||||||||||||||||||||||||
Impairment of goodwill | 38 | 492 | — | — | — | — | — | — | ||||||||||||||||||||||||
Loss (gain) on sale of assets | 11 | (17 | ) | (34 | ) | (285 | ) | 1,404 | 631 | 11 | (8 | ) | ||||||||||||||||||||
Income (loss) from | 15,320 | 32,218 | 32,133 | 19,605 | 11,902 | 30,885 | 29,678 | 9,013 | ||||||||||||||||||||||||
operations | ||||||||||||||||||||||||||||||||
Interest income (expense), net | 2 | (27 | ) | (15 | ) | 86 | 56 | (9 | ) | 1 | 38 | |||||||||||||||||||||
Income (loss) before income | 15,322 | 32,191 | 32,118 | 19,691 | 11,958 | 30,876 | 29,679 | 9,051 | ||||||||||||||||||||||||
taxes | ||||||||||||||||||||||||||||||||
Provision for (benefit from) | 4,942 | 11,577 | 11,667 | 7,605 | 4,290 | 10,870 | 11,177 | 4,256 | ||||||||||||||||||||||||
income taxes | ||||||||||||||||||||||||||||||||
Net income | $ | 10,380 | $ | 20,614 | $ | 20,451 | $ | 12,086 | $ | 7,668 | $ | 20,006 | $ | 18,502 | $ | 4,795 | ||||||||||||||||
Earnings per common share: | 0 | |||||||||||||||||||||||||||||||
Basic | $ | 0.21 | $ | 0.42 | $ | 0.42 | $ | 0.25 | $ | 0.16 | $ | 0.41 | $ | 0.38 | $ | 0.1 | ||||||||||||||||
Diluted | 0.21 | 0.42 | 0.42 | 0.25 | 0.16 | 0.41 | 0.38 | 0.1 | ||||||||||||||||||||||||
Cash dividends declared per | $ | 0.14 | $ | 0.14 | $ | 0.14 | $ | 0.125 | $ | 0.125 | $ | 0.125 | $ | 0.125 | $ | — | ||||||||||||||||
common share | ||||||||||||||||||||||||||||||||
Basic and diluted income per common share for each of the quarters presented above is based on the respective weighted average numbers of common and dilutive potential common shares outstanding for each quarter, and the sum of the quarters may not necessarily be equal to the full year basic and diluted net income per common share amounts. |
SCHEDULE_II_VALUATION_AND_QUAL
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ||||||||||||||||||||
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II | |||||||||||||||||||
Simpson Manufacturing Co., Inc. and Subsidiaries | ||||||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||||||||
for the years ended December 31, 2014, 2013 and 2012 | ||||||||||||||||||||
Column A | Column B | Column C | Column D | Column E | ||||||||||||||||
Additions | ||||||||||||||||||||
Charged | Charged | |||||||||||||||||||
Balance at | to Costs | to Other | Balance | |||||||||||||||||
(in thousands) | Beginning | and | Accounts — | at End | ||||||||||||||||
Classification | of Year | Expenses | Write-offs | Deductions | of Year | |||||||||||||||
Year to date December 31, 2014 | ||||||||||||||||||||
Allowance for doubtful accounts | $ | 945 | $ | 151 | $ | — | $ | 167 | $ | 929 | ||||||||||
Allowance for sales discounts | 1,451 | 638 | — | — | 2,089 | |||||||||||||||
Allowance for deferred tax assets | 5,546 | 1,397 | — | 189 | 6,754 | |||||||||||||||
Year to date December 31, 2013 | ||||||||||||||||||||
Allowance for doubtful accounts | 1,287 | (48 | ) | — | 294 | 945 | ||||||||||||||
Allowance for sales discounts | 1,632 | (181 | ) | — | — | 1,451 | ||||||||||||||
Allowance for deferred tax assets | 9,720 | 1,458 | — | 5,632 | 5,546 | |||||||||||||||
Year to date December 31, 2012 | ||||||||||||||||||||
Allowance for doubtful accounts | 991 | 355 | — | 59 | 1,287 | |||||||||||||||
Allowance for sales discounts | 1,231 | 401 | — | — | 1,632 | |||||||||||||||
Allowance for deferred tax assets | 6,279 | 3,600 | — | 159 | 9,720 | |||||||||||||||
Operations_and_Summary_of_Sign1
Operations and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||
Principles of Consolidation | Principles of Consolidation | |||||||||||
The consolidated financial statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries. Investments in 50% or less owned entities are accounted for using either cost or the equity method. The Company consolidates all variable interest entities (VIEs) where it is the primary beneficiary. There were no VIEs as of December 31, 2014 or 2013. All significant intercompany transactions have been eliminated. | ||||||||||||
Use of Estimates | Use of Estimates | |||||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||
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, where title is transferred and revenue is recognized when the products are shipped to customers. When the Company sells F.O.B. destination point, title is transferred and the Company recognizes revenue on delivery or customer acceptance, depending on terms of the sales agreement. Service sales, representing after-market repair and maintenance, engineering activities, software license sales and service and lease income, though significantly less than 1% of net sales and not material to the Consolidated Financial Statements, are recognized as the services are completed or the software products and services are delivered. If actual costs of sales returns, incentives and discounts were to significantly exceed the recorded estimated allowances, the Company’s sales would be adversely affected. | ||||||||||||
Sales Incentive and Advertising Allowances | Sales Incentive and Advertising Allowances | |||||||||||
The Company records estimated reductions to revenues for sales incentives, primarily rebates for volume discounts, and allowances for co-operative advertising. | ||||||||||||
Allowances for Sales Discounts | Allowances for Sales Discounts | |||||||||||
The Company records estimated reductions to revenues for discounts taken on early payment of invoices by its customers. | ||||||||||||
Cash Equivalents | Cash Equivalents | |||||||||||
The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the time of purchase to be cash equivalents. | ||||||||||||
Allowance For Doubtful Accounts | Allowance for Doubtful Accounts | |||||||||||
The Company assesses the collectability of specific customer accounts that would be considered doubtful based on the customer’s financial condition, payment history, credit rating and other factors that the Company considers relevant, or accounts that the Company assigns for collection. The Company reserves for the portion of those outstanding balances that the Company believes it is not likely to collect based on historical collection experience. The Company also reserves 100% of the amounts that it deems uncollectable due to a customer’s deteriorating financial condition or bankruptcy. If the financial condition of the Company’s customers were to deteriorate, resulting in probable inability to make payments, additional allowances may be required. | ||||||||||||
Inventory Valuation | Inventory Valuation | |||||||||||
Inventories are stated at the lower of cost or net realizable value (market). Cost includes all costs incurred in bringing each product to its present location and condition, as follows: | ||||||||||||
• | Raw materials and purchased finished goods for resale — principally valued at cost determined on a weighted average basis; and | |||||||||||
• | In-process products and finished goods — cost of direct materials and labor plus attributable overhead based on a normal level of activity. | |||||||||||
The Company applies net realizable value and obsolescence to the gross value of the inventory. The Company estimates net realizable value based on estimated selling price less further costs to completion and disposal. The Company impairs slow-moving products by comparing inventories on hand to projected demand. If on-hand supply of a product exceeds projected demand or if the Company believes the product is no longer marketable, the product is considered obsolete inventory. The Company revalues obsolete inventory to its net realizable value. The Company has consistently applied this methodology. The Company believes that this approach is prudent and makes suitable impairments for slow-moving and obsolete inventory. When impairments are established, a new cost basis of the inventory is created. Unexpected change in market demand, building codes or buyer preferences could reduce the rate of inventory turnover and require the Company to recognize more obsolete inventory. | ||||||||||||
Warranties | Warranties and recalls | |||||||||||
The Company provides product warranties for specific product lines and records estimated recall expenses in the period in which the recall occurs, none of which has been material to the Consolidated Financial Statements. In a limited number of circumstances, the Company may also agree to indemnify customers against legal claims made against those customers by the end users of the Company’s products. Historically, payments made by the Company, if any, under such agreements have not had a material effect on the Company’s consolidated results of operations, cash flows or financial position | ||||||||||||
Fair Value of Financial Instruments | 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; 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. | ||||||||||||
As of December 31, 2014, 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 balance of the Company’s primary financial instruments was as follows: | ||||||||||||
(in thousands) | ||||||||||||
At December 31, | ||||||||||||
2014 | 2013 | |||||||||||
$ | 99,024 | $ | 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 as it is based on unobserved inputs and assumptions. In 2014, the fair value of the contingent consideration related to the acquisition of Bierbach GmbH & Co. KG ("Bierbach"), a Germany company, was decreased from $0.8 million to $0.2 million as a result of not retaining Bierbach's historical customers and increased competition. | ||||||||||||
Property, Plant and Equipment including Depreciation and Amortization | Property, Plant and Equipment | |||||||||||
Property, plant and equipment are carried at cost. Major renewals and betterments are capitalized. Maintenance and repairs are expensed on a current basis. When assets are sold or retired, their costs and accumulated depreciation are removed from the accounts, and the resulting gains or losses are reflected in the Consolidated Statements of Operations. | ||||||||||||
The “Intangibles—Goodwill and Other” topic of the FASB ASC provides guidance on capitalization of the costs incurred for computer software developed or obtained for internal use. The Company capitalizes qualified external costs and internal costs related to the purchase and implementation of software projects used for business operations and engineering design activities. Capitalized software costs primarily include purchased software and external consulting fees. Capitalized software projects are amortized over the estimated useful lives of the software. | ||||||||||||
Depreciation and Amortization | ||||||||||||
Depreciation of software, machinery and equipment is provided using accelerated methods over the following estimated useful lives: | ||||||||||||
Software | 3 to 5 years | |||||||||||
Machinery and equipment | 3 to 10 years | |||||||||||
Buildings and site improvements are depreciated using the straight-line method over their estimated useful lives, which range from 15 to 45 years. Leasehold improvements are amortized using the straight-line method over the shorter of the expected life or the remaining term of the lease. Amortization of purchased intangible assets with finite useful lives is computed using the straight-line method over the estimated useful lives of the assets. | ||||||||||||
In-Process Research and Development Assets | In-Process Research and Development Assets | |||||||||||
In-process research and development (“IPR&D”) assets represent capitalized incomplete research projects that the Company acquired through business combinations. Such assets are initially measured at their acquisition-date fair values and are required to be classified as indefinite-lived assets until the successful completion of the associated research and development efforts. During the development period after the date of acquisition, these assets will not be amortized until the research and development projects are completed and the resulting assets are ready for their intended use. The Company performs an impairment test annually and more frequently if events or changes in circumstances indicate it that is more likely than not that the asset is impaired. On successful completion of the research and development project the Company makes a determination about the then-remaining useful life and begins amortization. | ||||||||||||
Cost of Sales | Cost of Sales | |||||||||||
The types of costs included in cost of sales include material, labor, factory and tooling overhead, shipping, and freight costs. Major components of these expenses are material costs, such as steel, packaging and cartons, personnel costs, and facility costs, such as rent, depreciation and utilities, related to the production and distribution of the Company’s products. Inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and other costs of the Company’s distribution network are also included in cost of sales. | ||||||||||||
Tool and Die Costs | Tool and Die Costs | |||||||||||
Tool and die costs are included in product costs in the year incurred. | ||||||||||||
Shipping and Handling Fees and Costs | Shipping and Handling Fees and Costs | |||||||||||
The Company’s general shipping terms are F.O.B. shipping point. Shipping and handling fees and costs are included in revenues and product costs, as appropriate, in the year incurred. | ||||||||||||
Product and Software Research and Development Costs | Product and Software Research and Development Costs | |||||||||||
Product research and development costs, which are included in operating expenses and are charged against income as incurred, were $11.2 million, $10.7 million and $11.5 million in 2014, 2013, and 2012, respectively. The types of costs included as product research and development expenses are typically related to salaries and benefits, professional fees and supplies. In 2014, 2013 and 2012, the Company incurred software development expenses related to its expansion into the plated truss market and some of the software development costs were capitalized. See Note 5. The Company amortizes acquired patents over their remaining lives and performs periodic reviews for impairment. The cost of internally developed patents is expensed as incurred. | ||||||||||||
Selling Costs | General and Administrative Costs | |||||||||||
General and administrative costs include personnel, information technology related costs, facility costs such as rent, depreciation and utilities, professional services, amortization of intangibles and bad debt charges. | ||||||||||||
Selling Costs | ||||||||||||
Selling costs include expenses associated with selling, merchandising and marketing the Company’s products. Major components of these expenses are personnel, sales commissions, facility costs such as rent, depreciation and utilities, professional services, information technology costs, sales promotion, advertising, literature and trade shows. | ||||||||||||
Advertising Costs | Advertising Costs | |||||||||||
Advertising costs are included in selling expenses, are expensed when the advertising occurs, and were $7.3 million, $7.0 million and $7.2 million in 2014, 2013, and 2012, respectively. | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
Income taxes are calculated using an asset and liability approach. The provision for income taxes includes federal, state and foreign taxes currently payable and deferred taxes, due to temporary differences between the financial statement and tax bases of assets and liabilities. In addition, future tax benefits are recognized to the extent that realization of such benefits is more likely than not. | ||||||||||||
Sales Taxes | Sales Taxes | |||||||||||
The Company presents taxes collected and remitted to governmental authorities on a net basis in the accompanying Consolidated Statements of Operations. | ||||||||||||
Foreign Currency Translation | Foreign Currency Translation | |||||||||||
The local currency is the functional currency of most of the Company’s operations in Europe, Canada, Asia, Australia, New Zealand and South Africa. Assets and liabilities denominated in foreign currencies are translated using the exchange rate on the balance sheet date. Revenues and expenses are translated using average exchange rates prevailing during the year. The translation adjustment resulting from this process is shown separately as a component of stockholders’ equity. Foreign currency transaction gains or losses are included in general and administrative expenses. | ||||||||||||
Plant Closure | Plant Closure | |||||||||||
In September 2012, the Company decided to discontinue manufacturing heavy-duty mechanical anchors made in its facility in Ireland, which were sold mainly in Europe, to focus on selling light-duty and medium-duty anchors and its fastener products in conjunction with its connector products. In December 2012, the Company ceased producing and selling heavy-duty mechanical anchors and terminated employees in Europe, primarily in Ireland and Germany, who were manufacturing, selling or supporting the product line. In the third quarter of 2013, the Company concluded remaining activities associated with the terminated product line, including transferring remaining inventories and certain fixed assets to its other operating locations and preparing the site for lease. All costs associated with the closure were reported in the Europe segment. | ||||||||||||
At December 31, 2012, the long-lived assets of the Ireland facility had a net book value of $2.8 million, including land and building with a net book value of $2.7 million. In the first quarter of 2013, the Company concluded that the carrying value of its Ireland facility, associated with the Europe segment, exceeded its net estimated realizable value, and therefore recorded an impairment charge of $1.0 million, within general and administrative expenses. The net realizable value was based on the Company’s intent to lease the facility. In September 2013, after receiving an offer that exceeded expectations, the Company reconsidered leasing the facility and decided to accept the offer. The facility had a remaining net book value of $1.7 million and was sold for $1.0 million, resulting in a $0.7 million loss on sales of assets. Remaining equipment with a net book value of $0.1 million was sold to outside parties, transferred to other branches within the Company or scrapped. | ||||||||||||
In 2012, the Company recorded employee severance obligations of $3.0 million, of which $2.4 million was paid in 2012, and $0.6 million was accrued at December 31, 2012. In the first nine months of 2013, severance payments of $0.3 million were made and severance charges of $0.2 million were reversed due to a court decision requiring the Company to retain an employee until 2014. No additional severance obligations were recorded in 2013. The remaining balance of less than $0.1 million was paid in 2014, and represents the statutory and discretionary amounts due to employees that were involuntarily terminated. The Company did not record an additional severance expense in 2014. | ||||||||||||
In December 2013, the Company had substantially completed the liquidation of its Irish subsidiary, which included liquidating nearly all of its assets and settling most of its debts. As a result, the Company reclassified $2.8 million of its accumulated other comprehensive income, related to foreign exchange losses from its Irish subsidiary, to its Consolidated Statement of Operations. This amount is classified as a loss on disposal of assets and was recorded in the Administrative & All Other segment. | ||||||||||||
Sale of Product Line | Sale of Product Line | |||||||||||
In December 2013, the Company sold its CarbonWrap product line to The DowAksa USA, LLC for $3.8 million. The CarbonWrap product line had assets of $2.0 million, consisting of $1.5 million in intangible assets and $0.5 million in goodwill. As part of the transaction, the Company also incurred severance costs of $0.5 million. As a result of this transaction the Company recognized a pre-tax gain of $1.4 million. | ||||||||||||
Because the CarbonWrap assets constituted an integrated business in the US reporting unit, a portion of the US reporting unit’s goodwill was included in the carrying amount of the asset group disposed. The amount of goodwill from the US reporting unit included in the CarbonWrap asset group was $0.5 million, which was proportionate to the fair value of the CarbonWrap asset group compared to the estimated fair value of the US reporting unit. | ||||||||||||
The Company continues to invest in related product lines, such as those acquired from Fox Industries, Inc. in 2011 and S&P Clever Reinforcement Company AG and S&P Clever International AG in 2012, both companies incorporated under the laws of Switzerland (collectively, “S&P Clever"). See note 2. | ||||||||||||
Common Stock and Preferred Stock | Common Stock | |||||||||||
Subject to the rights of holders of any preferred stock that may be issued in the future, holders of common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s Board of Directors (the “Board”) out of legally available funds, and in the event of liquidation, dissolution or winding-up of the Company, to share ratably in all assets available for distribution. The holders of common stock have no preemptive or conversion rights. Subject to the rights of any preferred stock that may be issued in the future, the holders of common stock are entitled to one vote per share on any matter submitted to a vote of the stockholders, except that, subject to compliance with pre-meeting notice and other conditions pursuant to the Company’s Bylaws, stockholders may cumulate their votes in an election of directors, and each stockholder may give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of shares held by such stockholder or may distribute such stockholder’s votes on the same principle among as many candidates as such stockholder thinks fit. A director is elected if the votes cast “for” such director’s election exceed the votes cast “against” such director’s election, except that, if a stockholder properly nominates a candidate for election to the Board, the candidates with the highest number of affirmative votes (up to the number of directors to be elected) are elected. There are no redemption or sinking fund provisions applicable to the common stock. | ||||||||||||
In 1999, the Company declared a dividend distribution of one Right to purchase Series A Participating preferred stock per share of common stock. The Rights will be exercisable, unless redeemed earlier by the Company, if a person or group acquires, or obtains the right to acquire, 15% or more of the outstanding shares of common stock or commences a tender or exchange offer that would result in it acquiring 15% or more of the outstanding shares of common stock, either event occurring without the prior consent of the Company. The amount of Series A Participating preferred stock that the holder of a Right is entitled to receive and the purchase price payable on exercise of a Right are both subject to adjustment. Any person or group that acquires 15% or more of the outstanding shares of common stock without the prior consent of the Company would not be entitled to this purchase. Any stockholder who held 25% or more of the Company’s common stock when the Rights were originally distributed would not be treated as having acquired 15% or more of the outstanding shares unless such stockholder’s ownership is increased to more than 40% of the outstanding shares. | ||||||||||||
The Rights will expire on June 14, 2019, or they may be redeemed by the Company at one cent per Right prior to that date. The Rights do not have voting or dividend rights and, until they become exercisable, have no dilutive effect on the earnings of the Company. One million shares of the Company’s preferred stock have been designated Series A Participating preferred stock and reserved for issuance on exercise of the Rights. No event during 2014 made the Rights exercisable. | ||||||||||||
Preferred Stock | ||||||||||||
The Board has the authority to issue the authorized and unissued preferred stock in one or more series with such designations, rights and preferences as may be determined from time to time by the Board. Accordingly, the Board is empowered, without stockholder approval, to issue preferred stock with dividend, redemption, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of the Company’s common stock. | ||||||||||||
Net Income per Common Share | Net Income per Common Share | |||||||||||
Basic net income per common share is computed based on the weighted average number of common shares outstanding. Potentially dilutive shares, using the treasury stock method, are included in the diluted per-share calculations for all periods when the effect of their inclusion is dilutive. | ||||||||||||
The following shows a reconciliation of basic earnings per share (“EPS”) to diluted EPS: | ||||||||||||
(in thousands, except per-share amounts) | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net income available to common stockholders | $ | 63,531 | $ | 50,971 | $ | 41,918 | ||||||
Basic weighted average shares outstanding | 48,977 | 48,521 | 48,339 | |||||||||
Dilutive effect of potential common stock equivalents — stock options | 217 | 152 | 73 | |||||||||
Diluted weighted average shares outstanding | 49,194 | 48,673 | 48,412 | |||||||||
Net earnings per share: | ||||||||||||
Basic | $ | 1.3 | $ | 1.05 | $ | 0.87 | ||||||
Diluted | $ | 1.29 | $ | 1.05 | $ | 0.87 | ||||||
Potentially dilutive securities excluded from earnings per diluted share because their | ||||||||||||
effect is anti-dilutive | — | — | 1,700 | |||||||||
Anti-dilutive shares attributable to outstanding stock options were excluded from the calculation of diluted net income per share. | ||||||||||||
The potential tax benefits derived from the amount of the average stock price for the period in excess of the grant date fair value of stock options, known as the windfall tax benefit, is added to the proceeds of stock option exercises under the treasury stock method for computing the amount of dilutive securities used to determine the outstanding shares for the calculation of diluted earnings per share. | ||||||||||||
Comprehensive Income (Loss) | Comprehensive Income (Loss) | |||||||||||
Comprehensive income is defined as net income plus other comprehensive income. Other comprehensive income consists of changes in cumulative translation adjustments and changes in unamortized pension adjustments recorded directly in accumulated other comprehensive income within stockholders’ equity. The following shows the components of accumulated other comprehensive income as of December 31, 2014 and 2013: | ||||||||||||
(in thousands) | ||||||||||||
Foreign Currency Translation | Pension Benefit | Total | ||||||||||
Balance, January 1, 2012 | $ | 6,783 | $ | — | $ | 6,783 | ||||||
Other comprehensive income net of tax of $33 and $46, respectively | 5,559 | (243 | ) | 5,316 | ||||||||
Balance, December 31, 2012 | 12,342 | (243 | ) | 12,099 | ||||||||
Other comprehensive income before reclassification net of tax benefit (expense) of $29 and ($3), respectively | 3,147 | 46 | 3,193 | |||||||||
Amounts reclassified from accumulative other comprehensive income, net of $0 tax | 2,794 | 2,794 | ||||||||||
Balance, December 31, 2013 | 18,283 | (197 | ) | 18,086 | ||||||||
Other comprehensive loss net of tax benefit (expense) of ($63) and $67, respectively | (24,896 | ) | (370 | ) | (25,266 | ) | ||||||
Balance, December 31, 2014 | $ | (6,613 | ) | $ | (567 | ) | $ | (7,180 | ) | |||
The 2013 translation adjustments activity included the realization of $2.8 million in cumulative currency translation adjustments related to the liquidation of the Irish subsidiary as a net loss on disposal of assets in the Consolidated Statements of Operations. | ||||||||||||
Concentration of Credit Risk | Concentration of Credit Risk | |||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash in banks, short-term investments in United States Treasury securities, money market funds and trade accounts receivable. The Company maintains its cash in demand deposit and money market accounts held primarily at fifteen banks. | ||||||||||||
Accounting for Stock-Based Compensation | 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 its independent directors. Options previously granted under the 1994 Plan or the 1995 Plan will not be affected by the adoption of the 2011 Plan and will continue to be governed by the 1994 Plan or the 1995 Plan, respectively. | ||||||||||||
Under the 1994 Plan, the Company could grant incentive stock options and non-qualified stock options, although the Company granted only non-qualified stock options under 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. 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 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 sold) 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 shows the Company’s stock-based compensation activity for the years ended December 31, 2014, 2013, and 2012: | ||||||||||||
(in thousands) | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Stock-based compensation expense recognized in operating expenses | $ | 12,299 | $ | 12,053 | $ | 10,205 | ||||||
Tax benefit of stock-based compensation expense in provision for income taxes | 4,384 | 4,225 | 3,610 | |||||||||
Stock-based compensation expense, net of tax | $ | 7,915 | $ | 7,828 | $ | 6,595 | ||||||
Fair value of shares vested | $ | 12,354 | $ | 12,090 | $ | 10,195 | ||||||
Proceeds to the Company from the exercise of stock-based compensation | $ | 4,582 | $ | 15,057 | $ | 4,925 | ||||||
Tax benefit from exercise of stock-based compensation, including shortfall tax benefits | $ | (268 | ) | $ | (2,645 | ) | $ | (233 | ) | |||
(in thousands) | ||||||||||||
At December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Stock-based compensation cost capitalized in inventory | $ | 559 | $ | 463 | $ | 417 | ||||||
The stock-based compensation expense included in cost of sales, research and development and engineering expense, selling expense, or general and administrative expense depends on the job functions performed by the employees to whom the stock options were granted, or the restricted stock units were awarded. | ||||||||||||
The assumptions used to calculate the fair value of options or restricted stock units are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience. | ||||||||||||
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 for the Company). The Company also reviews goodwill for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or disposition or relocation of a significant portion of a reporting unit. | ||||||||||||
The reporting unit level is generally one level below the operating segment and is at the country level except for the United States, Denmark, Australia, and S&P Clever reporting units. | ||||||||||||
The Company has determined that the United States reporting unit includes four components: Northwest United States, Southwest United States, Northeast United States and Southeast United States (collectively, the “U.S. Components”). The Company aggregates the U.S. Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the U.S. Components working in concert. The U.S. Components are economically similar because of a number of factors, including, selling similar products to shared customers and sharing assets and services such as intellectual property, manufacturing assets for certain products, research and development projects, manufacturing processes, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the U.S. Components level and costs are allocated among the four U.S. Components. | ||||||||||||
The Company determined that the Australia reporting unit includes three components: Australia, New Zealand and South Africa (collectively, the “AU Components”). The Company aggregates the AU Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the AU Components working in concert. The AU Components are economically similar because of a number of factors, including that New Zealand and South Africa operate as extensions of their Australian parent company selling similar products and sharing assets and services such as intellectual property, manufacturing assets for certain products, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the AU Components level and costs are allocated among the AU Components. | ||||||||||||
The Company has determined that the S&P Clever reporting unit includes eight components: S&P Switzerland, S&P Poland, S&P Austria, S&P The Netherlands, S&P Portugal, S&P Germany, S&P France and S&P Nordic (collectively, the "S&P Components”). The Company aggregates the S&P Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the S&P Components working in concert. The S&P Components are economically similar because of a number of factors, including sharing assets and services such as intellectual property, manufacturing assets for certain products, research and development projects, manufacturing processes, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the S&P Components level and costs are allocated among the S&P Components. | ||||||||||||
The Company determined that the Denmark reporting unit includes two components: Denmark and Poland (collectively, the “DK Components”). The Company aggregates the DK Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the DK Components working in concert. The DK Components are economically similar because of a number of factors, including that Poland sells similar products and shares assets, such as intellectual property, manufacturing assets for certain products and management of inventory excesses and shortages. | ||||||||||||
For certain reporting units, the Company may first assess qualitative factors related to the goodwill of the reporting unit to determine whether it is necessary to perform a two-step impairment test. If the Company judges that it is more likely than not that the fair value of the reporting unit is greater than the carrying amount of the reporting unit, including goodwill, no further testing is required. If the Company judges that it is more likely than not that the fair value of the reporting unit is less than the carrying amount of the reporting unit, including goodwill, the Company will perform a two-step impairment test on goodwill. In the first step ("Step 1"), the Company compares the fair value of the reporting unit to its carrying value. The fair value calculation uses a discounted cash flow model and may be supplemented by market approaches if information is readily available. If the Company judges that the carrying value of the net assets assigned to the reporting unit, including goodwill, exceeds the fair value of the reporting unit, a second step of the impairment test must be performed to determine the implied fair value of the reporting unit’s goodwill. If the Company judges that the carrying value of a reporting unit’s goodwill exceeds its implied fair value, the Company would record an impairment charge equal to the difference between the implied fair value of the goodwill and the carrying value. | ||||||||||||
Determining the fair value of a reporting unit or an indefinite-lived purchased intangible asset is a judgment involving significant estimates and assumptions. These estimates and assumptions include revenue growth rates, operating margins and working capital requirements used to calculate projected future cash flows, risk-adjusted discount rates, and future economic and market conditions (Level 3 fair value inputs). The Company bases its fair value estimates on assumptions that it believes to be reasonable, but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. | ||||||||||||
Assumptions about a reporting unit’s operating performance in the first year of the discounted cash flow model used to determine whether or not the goodwill related to that reporting unit is impaired are derived from the Company’s budget. The fair value model considers such factors as macro-economic conditions, revenue and expense forecasts, product line changes, material, labor and overhead costs, tax rates, working capital levels and competitive environment. Future estimates, however derived, are inherently uncertain but the Company believes that this is the most appropriate source on which to base its fair value calculation. | ||||||||||||
The Company uses these parameters only to provide a basis for the determination of whether or not the goodwill related to a reporting unit is impaired. No inference whatsoever should be drawn from these parameters about the Company’s future financial performance and they should not be taken as projections or guidance of any kind. | ||||||||||||
The impairment charge taken in the third quarter of 2014 was associated with assets in the Germany reporting unit acquired from Bierbach in 2013. See note 2. The factors that led to the third quarter impairment were a failure to retain Bierbach's historical customers and increased competition factors, which led to the reduction in the contingent consideration liability related to the Bierbach acquisition, and resulted in management performing an impairment test to evaluate the recoverability of the Germany reporting unit's goodwill. The test resulted in the impairment of all of the reporting unit’s goodwill in the amount of $0.5 million. 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. | ||||||||||||
The impairment charge taken in 2012 resulting from the Company’s annual impairment test in the fourth quarter of 2012 was associated with assets in the Germany reporting unit that were acquired in the years 2002 and 2008. The Germany reporting unit’s carrying value, including goodwill, exceeded the fair value, primarily due to reduced future expected net cash flows from weakening profit margins due to European economic conditions, specifically in Germany. The goodwill associated with the Germany reporting unit was fully impaired. | ||||||||||||
The Company’s S&P Clever reporting unit passed Step 1 of the annual 2014 impairment test by an 8% margin indicating an estimated value greater than its net book value. The S&P Clever reporting unit is sensitive to management’s plans for increasing sales, margins and cash flows by, among other things, expanding its sales into France, Denmark, Sweden and eventually other European countries and selling into the Company’s Asia/Pacific segment, as well as the release of new products. The S&P Clever reporting unit’s failure to meet management’s objectives could result in future impairment of some or all of the S&P Clever reporting unit’s goodwill, which was $17.5 million at December 31, 2014. | ||||||||||||
Amortizable Intangible Assets | Amortizable Intangible Assets | |||||||||||
The total gross carrying amount and accumulated amortization of intangible assets, most of which are or will be, subject to amortization at December 31, 2014, were $58.9 million and $26.3 million, respectively. The aggregate amount of amortization expense of intangible assets for the years ended December 31, 2014, 2013 and 2012 was $7.2 million, $7.1 million and $7.8 million, respectively. | ||||||||||||
The changes in the carrying amounts of patents, unpatented technologies, customer relationships and non-compete agreements and other intangible assets subject to amortization as of December 31, 2013, and 2014 were as follows: | ||||||||||||
(in thousands) | ||||||||||||
Gross | Accumulated | Net | ||||||||||
Carrying | Amortization | Carrying | ||||||||||
Patents | Amount | Amount | ||||||||||
Balance at January 1, 2013 | $ | 6,684 | $ | (5,377 | ) | $ | 1,307 | |||||
Amortization | — | (611 | ) | (611 | ) | |||||||
Foreign exchange | 5 | — | 5 | |||||||||
Balance, at December 31, 2013 | 6,689 | (5,988 | ) | 701 | ||||||||
Amortization | — | (506 | ) | (506 | ) | |||||||
Removal of fully amortized assets | (4,917 | ) | 4,917 | — | ||||||||
Foreign exchange | (14 | ) | — | (14 | ) | |||||||
Balance at December 31, 2014 | $ | 1,758 | $ | (1,577 | ) | $ | 181 | |||||
Gross | Accumulated | Net | ||||||||||
Carrying | Amortization | Carrying | ||||||||||
Unpatented Technology | Amount | Amount | ||||||||||
Balance at January 1, 2013 | $ | 5,361 | $ | (2,017 | ) | $ | 3,344 | |||||
Disposals | (1,530 | ) | 158 | (1,372 | ) | |||||||
Amortization | — | (3,398 | ) | (3,398 | ) | |||||||
Reclassifications (3) | 14,347 | — | 14,347 | |||||||||
Foreign exchange | 799 | — | 799 | |||||||||
Balance, at December 31, 2013 | 18,977 | (5,257 | ) | 13,720 | ||||||||
Amortization | — | (2,408 | ) | (2,408 | ) | |||||||
Reclassifications (4) | 5,299 | $ | — | 5,299 | ||||||||
Foreign exchange | (1,479 | ) | (1,479 | ) | ||||||||
Balance at December 31, 2014 | $ | 22,797 | $ | (7,665 | ) | $ | 15,132 | |||||
Gross | Accumulated | Net | ||||||||||
Non-Compete Agreements, | Carrying | Amortization | Carrying | |||||||||
Trademarks and Other | Amount | Amount | ||||||||||
Balance at January 1, 2013 | $ | 36,951 | (3,002 | ) | 33,949 | |||||||
Acquisition | 4,130 | — | 4,130 | |||||||||
Disposal | (200 | ) | 74 | (126 | ) | |||||||
Amortization | — | (636 | ) | (636 | ) | |||||||
Foreign exchange | (728 | ) | — | (728 | ) | |||||||
Reclassifications (1)(3)(5)(6) | (26,588 | ) | — | (26,588 | ) | |||||||
Removal of fully amortized assets | (10 | ) | 10 | — | ||||||||
Balance, at December 31, 2013 | 13,555 | (3,554 | ) | 10,001 | ||||||||
Acquisition | 100 | — | 100 | |||||||||
Amortization | — | (2,020 | ) | (2,020 | ) | |||||||
Foreign exchange | (62 | ) | — | (62 | ) | |||||||
Reclassifications (2)(4) | (2,554 | ) | — | (2,554 | ) | |||||||
Removal of fully amortized asset | (200 | ) | 200 | — | ||||||||
Balance at December 31, 2014 | $ | 10,839 | $ | (5,374 | ) | $ | 5,465 | |||||
Gross | Accumulated | Net | ||||||||||
Carrying | Amortization | Carrying | ||||||||||
Customer Relationships | Amount | Amount | ||||||||||
Balance at January 1, 2013 | $ | 20,697 | (8,699 | ) | 11,998 | |||||||
Amortization | — | (2,465 | ) | (2,465 | ) | |||||||
Foreign exchange | 229 | — | 229 | |||||||||
Reclassifications (5) | 1,923 | — | 1,923 | |||||||||
Balance, at December 31, 2013 | 22,849 | (11,164 | ) | 11,685 | ||||||||
Amortization | — | (2,225 | ) | (2,225 | ) | |||||||
Removal of fully amortized assets | (1,718 | ) | 1,718 | — | ||||||||
Reclassifications (2)(6) | 658 | — | 658 | |||||||||
Foreign exchange | (443 | ) | — | (443 | ) | |||||||
Balance at December 31, 2014 | $ | 21,346 | $ | (11,671 | ) | $ | 9,675 | |||||
(1)(2)(3)(4)(5)(6) See footnotes following table entitled Indefinite-Lived Intangibles, below. | ||||||||||||
At December 31, 2014, estimated future amortization of intangible assets was as follows: | ||||||||||||
(in thousands) | ||||||||||||
2015 | $ | 6,090 | ||||||||||
2016 | 5,848 | |||||||||||
2017 | 4,105 | |||||||||||
2018 | 3,136 | |||||||||||
2019 | 3,107 | |||||||||||
Thereafter | 8,167 | |||||||||||
$ | 30,453 | |||||||||||
Indefinite-Lived Intangible Assets | ||||||||||||
As of December 31, 2014, an IPR&D asset of $1.5 million requires further field testing and the Company anticipates substantial completion in 2015. The Company’s asset impairment assessment of the one IPR&D assets did not result in impairment in 2014. | ||||||||||||
The changes in the carrying amounts of indefinite-lived trade name and IPR&D assets not subject to amortization as of December 31, 2013 and 2014, were as follows: | ||||||||||||
Net | ||||||||||||
Carrying | ||||||||||||
Indefinite-Lived Intangibles | Trade Name | IPR&D | Amount | |||||||||
Balance, at December 31, 2012 | $ | — | $ | — | $ | — | ||||||
Reclassifications (6) | $ | 616 | $ | 4,742 | $ | 5,358 | ||||||
Foreign exchange | $ | — | $ | 308 | $ | 308 | ||||||
Balance, at December 31, 2013 | $ | 616 | $ | 5,050 | $ | 5,666 | ||||||
Reclassifications (4) | — | (3,349 | ) | (3,349 | ) | |||||||
Foreign exchange | — | (183 | ) | (183 | ) | |||||||
Balance at December 31, 2014 | $ | 616 | $ | 1,518 | $ | 2,134 | ||||||
(1) Revisions related to the Keymark acquisition included a $5.9 million increase in goodwill with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||
(2) Reclassifications in 2014 of $0.6 million to customer relationships related to finalizing accounting for the Bierbach acquisitions, with a corresponding $0.5 million decrease in non-compete agreements, trademarks and other; and $0.1 million decrease in goodwill. | ||||||||||||
(3) Reclassifications in 2013 related to finalizing accounting for acquisitions, including increases of $12.8 million and $1.5 million related to the S&P Clever and CarbonWrap acquisitions, respectively, with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||
-4 | Reclassification in 2014 of $3.3 million to unpatented technology for substantially completed IPR&D, with a corresponding reduction in indefinite-lived IPR&D and of $2.0 million to unpatented technology related to TJ® ShearBrace (“ShearBrace”), with a corresponding decrease in non-compete agreements, trademarks and other. | |||||||||||
(5) Reclassifications in 2013 related to finalizing accounting for acquisitions, including a $1.9 million increase to customer relations related to the S&P Clever acquisition with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||
(6) Reclassifications in 2013 related to finalizing accounting for the S&P Clever acquisition, including increases to IPR&D indefinite-lived assets as well as the reclassification of the Quik-Drive trade name from other non-current assets. | ||||||||||||
Amortizable and indefinite-lived assets, net, by segment were as follows: | ||||||||||||
31-Dec-13 | ||||||||||||
Gross | Accumulated | Net | ||||||||||
Carrying | Amortization | Carrying | ||||||||||
Total Intangible Assets | Amount | Amount | ||||||||||
North America | $ | 34,520 | $ | (15,909 | ) | $ | 18,611 | |||||
Europe | 33,217 | (10,055 | ) | 23,162 | ||||||||
Total | $ | 67,737 | $ | (25,964 | ) | $ | 41,773 | |||||
At December 31, 2014 | ||||||||||||
Gross | Accumulated | Net | ||||||||||
Carrying | Amortization | Carrying | ||||||||||
Total Intangible Assets | Amount | Amount | ||||||||||
North America | $ | 29,455 | $ | (14,719 | ) | $ | 14,736 | |||||
Europe | 29,419 | (11,568 | ) | 17,851 | ||||||||
Total | $ | 58,874 | $ | (26,287 | ) | $ | 32,587 | |||||
Adoption of Statements of Financial Accounting Standards | Recently Issued Accounting Standards | |||||||||||
In April 2014, FASB issued Accounting Standards Codification ("ASC") 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. | ||||||||||||
In January 2015, the FASB issued ASC Update No. 2015-01, Income Statement-Extraordinary and Unusual Items ("ASC Update No. 2015-01"). ASC Update No. 2015-01 eliminates the concept of extraordinary items found in Subtopic 225-20, which required that an entity separately classify, present and disclose extraordinary events and transaction when the event or activity met both criteria of being unusual in nature and infrequent in occurrence. Although the concept of extraordinary items will be eliminated, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. The standard is effective for annual and interim periods within those annual years beginning after December 15, 2015. The Company expects that the adoption of ASC Update No. 2015-01 will not materially affect its financial position or results of operations. |
Operations_and_Summary_of_Sign2
Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||
Summary of financial instruments | The balance of the Company’s primary financial instruments was as follows: | |||||||||||||||
(in thousands) | ||||||||||||||||
At December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
$ | 99,024 | $ | 117,571 | |||||||||||||
Schedule of estimated useful lives over which depreciation of software, machinery and equipment is provided for using accelerated methods | Depreciation of software, machinery and equipment is provided using accelerated methods over the following estimated useful lives: | |||||||||||||||
Software | 3 to 5 years | |||||||||||||||
Machinery and equipment | 3 to 10 years | |||||||||||||||
Reconciliation of basic earnings per share ("EPS") to diluted EPS | The following shows a reconciliation of basic earnings per share (“EPS”) to diluted EPS: | |||||||||||||||
(in thousands, except per-share amounts) | ||||||||||||||||
Year Ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Net income available to common stockholders | $ | 63,531 | $ | 50,971 | $ | 41,918 | ||||||||||
Basic weighted average shares outstanding | 48,977 | 48,521 | 48,339 | |||||||||||||
Dilutive effect of potential common stock equivalents — stock options | 217 | 152 | 73 | |||||||||||||
Diluted weighted average shares outstanding | 49,194 | 48,673 | 48,412 | |||||||||||||
Net earnings per share: | ||||||||||||||||
Basic | $ | 1.3 | $ | 1.05 | $ | 0.87 | ||||||||||
Diluted | $ | 1.29 | $ | 1.05 | $ | 0.87 | ||||||||||
Potentially dilutive securities excluded from earnings per diluted share because their | ||||||||||||||||
effect is anti-dilutive | — | — | 1,700 | |||||||||||||
Schedule of components of accumulated other comprehensive income | The following shows the components of accumulated other comprehensive income as of December 31, 2014 and 2013: | |||||||||||||||
(in thousands) | ||||||||||||||||
Foreign Currency Translation | Pension Benefit | Total | ||||||||||||||
Balance, January 1, 2012 | $ | 6,783 | $ | — | $ | 6,783 | ||||||||||
Other comprehensive income net of tax of $33 and $46, respectively | 5,559 | (243 | ) | 5,316 | ||||||||||||
Balance, December 31, 2012 | 12,342 | (243 | ) | 12,099 | ||||||||||||
Other comprehensive income before reclassification net of tax benefit (expense) of $29 and ($3), respectively | 3,147 | 46 | 3,193 | |||||||||||||
Amounts reclassified from accumulative other comprehensive income, net of $0 tax | 2,794 | 2,794 | ||||||||||||||
Balance, December 31, 2013 | 18,283 | (197 | ) | 18,086 | ||||||||||||
Other comprehensive loss net of tax benefit (expense) of ($63) and $67, respectively | (24,896 | ) | (370 | ) | (25,266 | ) | ||||||||||
Balance, December 31, 2014 | $ | (6,613 | ) | $ | (567 | ) | $ | (7,180 | ) | |||||||
Schedule of Company's stock-based compensation activity | The following table shows the Company’s stock-based compensation activity for the years ended December 31, 2014, 2013, and 2012: | |||||||||||||||
(in thousands) | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Stock-based compensation expense recognized in operating expenses | $ | 12,299 | $ | 12,053 | $ | 10,205 | ||||||||||
Tax benefit of stock-based compensation expense in provision for income taxes | 4,384 | 4,225 | 3,610 | |||||||||||||
Stock-based compensation expense, net of tax | $ | 7,915 | $ | 7,828 | $ | 6,595 | ||||||||||
Fair value of shares vested | $ | 12,354 | $ | 12,090 | $ | 10,195 | ||||||||||
Proceeds to the Company from the exercise of stock-based compensation | $ | 4,582 | $ | 15,057 | $ | 4,925 | ||||||||||
Tax benefit from exercise of stock-based compensation, including shortfall tax benefits | $ | (268 | ) | $ | (2,645 | ) | $ | (233 | ) | |||||||
(in thousands) | ||||||||||||||||
At December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Stock-based compensation cost capitalized in inventory | $ | 559 | $ | 463 | $ | 417 | ||||||||||
Schedule of changes in the carrying amount of goodwill, by segment | The changes in the carrying amount of goodwill, by segment, as of December 31, 2013 and 2014, were as follows: | |||||||||||||||
(in thousands) | ||||||||||||||||
North | Europe | Asia | Total | |||||||||||||
America | Pacific | |||||||||||||||
Balance as of January 1, 2013: | ||||||||||||||||
Goodwill | $ | 89,405 | $ | 54,147 | $ | 1,979 | $ | 145,531 | ||||||||
Accumulated impairment losses | (10,666 | ) | (12,884 | ) | — | (23,550 | ) | |||||||||
78,739 | 41,263 | 1,979 | 121,981 | |||||||||||||
Goodwill acquired | 918 | 674 | — | 1,592 | ||||||||||||
Goodwill disposed | (480 | ) | — | — | (480 | ) | ||||||||||
Foreign exchange | (248 | ) | 1,393 | (273 | ) | 872 | ||||||||||
Reclassifications (1) | 5,893 | (640 | ) | — | 5,253 | |||||||||||
Balance as of December 31, 2013: | 0 | |||||||||||||||
Goodwill | 95,488 | 55,574 | 1,706 | 152,768 | ||||||||||||
Accumulated impairment losses | (10,666 | ) | (12,884 | ) | (23,550 | ) | ||||||||||
84,822 | 42,690 | 1,706 | 129,218 | |||||||||||||
Foreign exchange | (296 | ) | (4,293 | ) | (139 | ) | (4,728 | ) | ||||||||
Impairment | — | (530 | ) | — | (530 | ) | ||||||||||
Reclassifications (2) | — | (79 | ) | — | (79 | ) | ||||||||||
Balance as of December 31, 2014: | 0 | |||||||||||||||
Goodwill | 95,192 | 51,202 | 1,567 | 147,961 | ||||||||||||
Accumulated impairment losses | (10,666 | ) | (13,414 | ) | — | (24,080 | ) | |||||||||
$ | 84,526 | $ | 37,788 | $ | 1,567 | $ | 123,881 | |||||||||
(1)(2) See footnotes following table entitled Indefinite-Lived Intangibles, below. | ||||||||||||||||
Schedule of changes in the carrying amounts of finite-lived intangible assets subject to amortization | The changes in the carrying amounts of patents, unpatented technologies, customer relationships and non-compete agreements and other intangible assets subject to amortization as of December 31, 2013, and 2014 were as follows: | |||||||||||||||
(in thousands) | ||||||||||||||||
Gross | Accumulated | Net | ||||||||||||||
Carrying | Amortization | Carrying | ||||||||||||||
Patents | Amount | Amount | ||||||||||||||
Balance at January 1, 2013 | $ | 6,684 | $ | (5,377 | ) | $ | 1,307 | |||||||||
Amortization | — | (611 | ) | (611 | ) | |||||||||||
Foreign exchange | 5 | — | 5 | |||||||||||||
Balance, at December 31, 2013 | 6,689 | (5,988 | ) | 701 | ||||||||||||
Amortization | — | (506 | ) | (506 | ) | |||||||||||
Removal of fully amortized assets | (4,917 | ) | 4,917 | — | ||||||||||||
Foreign exchange | (14 | ) | — | (14 | ) | |||||||||||
Balance at December 31, 2014 | $ | 1,758 | $ | (1,577 | ) | $ | 181 | |||||||||
Gross | Accumulated | Net | ||||||||||||||
Carrying | Amortization | Carrying | ||||||||||||||
Unpatented Technology | Amount | Amount | ||||||||||||||
Balance at January 1, 2013 | $ | 5,361 | $ | (2,017 | ) | $ | 3,344 | |||||||||
Disposals | (1,530 | ) | 158 | (1,372 | ) | |||||||||||
Amortization | — | (3,398 | ) | (3,398 | ) | |||||||||||
Reclassifications (3) | 14,347 | — | 14,347 | |||||||||||||
Foreign exchange | 799 | — | 799 | |||||||||||||
Balance, at December 31, 2013 | 18,977 | (5,257 | ) | 13,720 | ||||||||||||
Amortization | — | (2,408 | ) | (2,408 | ) | |||||||||||
Reclassifications (4) | 5,299 | $ | — | 5,299 | ||||||||||||
Foreign exchange | (1,479 | ) | (1,479 | ) | ||||||||||||
Balance at December 31, 2014 | $ | 22,797 | $ | (7,665 | ) | $ | 15,132 | |||||||||
Gross | Accumulated | Net | ||||||||||||||
Non-Compete Agreements, | Carrying | Amortization | Carrying | |||||||||||||
Trademarks and Other | Amount | Amount | ||||||||||||||
Balance at January 1, 2013 | $ | 36,951 | (3,002 | ) | 33,949 | |||||||||||
Acquisition | 4,130 | — | 4,130 | |||||||||||||
Disposal | (200 | ) | 74 | (126 | ) | |||||||||||
Amortization | — | (636 | ) | (636 | ) | |||||||||||
Foreign exchange | (728 | ) | — | (728 | ) | |||||||||||
Reclassifications (1)(3)(5)(6) | (26,588 | ) | — | (26,588 | ) | |||||||||||
Removal of fully amortized assets | (10 | ) | 10 | — | ||||||||||||
Balance, at December 31, 2013 | 13,555 | (3,554 | ) | 10,001 | ||||||||||||
Acquisition | 100 | — | 100 | |||||||||||||
Amortization | — | (2,020 | ) | (2,020 | ) | |||||||||||
Foreign exchange | (62 | ) | — | (62 | ) | |||||||||||
Reclassifications (2)(4) | (2,554 | ) | — | (2,554 | ) | |||||||||||
Removal of fully amortized asset | (200 | ) | 200 | — | ||||||||||||
Balance at December 31, 2014 | $ | 10,839 | $ | (5,374 | ) | $ | 5,465 | |||||||||
Gross | Accumulated | Net | ||||||||||||||
Carrying | Amortization | Carrying | ||||||||||||||
Customer Relationships | Amount | Amount | ||||||||||||||
Balance at January 1, 2013 | $ | 20,697 | (8,699 | ) | 11,998 | |||||||||||
Amortization | — | (2,465 | ) | (2,465 | ) | |||||||||||
Foreign exchange | 229 | — | 229 | |||||||||||||
Reclassifications (5) | 1,923 | — | 1,923 | |||||||||||||
Balance, at December 31, 2013 | 22,849 | (11,164 | ) | 11,685 | ||||||||||||
Amortization | — | (2,225 | ) | (2,225 | ) | |||||||||||
Removal of fully amortized assets | (1,718 | ) | 1,718 | — | ||||||||||||
Reclassifications (2)(6) | 658 | — | 658 | |||||||||||||
Foreign exchange | (443 | ) | — | (443 | ) | |||||||||||
Balance at December 31, 2014 | $ | 21,346 | $ | (11,671 | ) | $ | 9,675 | |||||||||
(1)(2)(3)(4)(5)(6) See footnotes following table entitled Indefinite-Lived Intangibles, below. | ||||||||||||||||
Schedule of estimated future amortization of intangible assets | At December 31, 2014, estimated future amortization of intangible assets was as follows: | |||||||||||||||
(in thousands) | ||||||||||||||||
2015 | $ | 6,090 | ||||||||||||||
2016 | 5,848 | |||||||||||||||
2017 | 4,105 | |||||||||||||||
2018 | 3,136 | |||||||||||||||
2019 | 3,107 | |||||||||||||||
Thereafter | 8,167 | |||||||||||||||
$ | 30,453 | |||||||||||||||
Schedule of changes in the carrying amounts of indefinite-lived trade name and IPR&D assets not subject to amortization | The changes in the carrying amounts of indefinite-lived trade name and IPR&D assets not subject to amortization as of December 31, 2013 and 2014, were as follows: | |||||||||||||||
Net | ||||||||||||||||
Carrying | ||||||||||||||||
Indefinite-Lived Intangibles | Trade Name | IPR&D | Amount | |||||||||||||
Balance, at December 31, 2012 | $ | — | $ | — | $ | — | ||||||||||
Reclassifications (6) | $ | 616 | $ | 4,742 | $ | 5,358 | ||||||||||
Foreign exchange | $ | — | $ | 308 | $ | 308 | ||||||||||
Balance, at December 31, 2013 | $ | 616 | $ | 5,050 | $ | 5,666 | ||||||||||
Reclassifications (4) | — | (3,349 | ) | (3,349 | ) | |||||||||||
Foreign exchange | — | (183 | ) | (183 | ) | |||||||||||
Balance at December 31, 2014 | $ | 616 | $ | 1,518 | $ | 2,134 | ||||||||||
(1) Revisions related to the Keymark acquisition included a $5.9 million increase in goodwill with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||||
(2) Reclassifications in 2014 of $0.6 million to customer relationships related to finalizing accounting for the Bierbach acquisitions, with a corresponding $0.5 million decrease in non-compete agreements, trademarks and other; and $0.1 million decrease in goodwill. | ||||||||||||||||
(3) Reclassifications in 2013 related to finalizing accounting for acquisitions, including increases of $12.8 million and $1.5 million related to the S&P Clever and CarbonWrap acquisitions, respectively, with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||||
-4 | Reclassification in 2014 of $3.3 million to unpatented technology for substantially completed IPR&D, with a corresponding reduction in indefinite-lived IPR&D and of $2.0 million to unpatented technology related to TJ® ShearBrace (“ShearBrace”), with a corresponding decrease in non-compete agreements, trademarks and other. | |||||||||||||||
(5) Reclassifications in 2013 related to finalizing accounting for acquisitions, including a $1.9 million increase to customer relations related to the S&P Clever acquisition with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||||
(6) Reclassifications in 2013 related to finalizing accounting for the S&P Clever acquisition, including increases to IPR&D indefinite-lived assets as well as the reclassification of the Quik-Drive trade name from other non-current assets. | ||||||||||||||||
Schedule of amortizable and indefinite-lived assets, net, by segment | Amortizable and indefinite-lived assets, net, by segment were as follows: | |||||||||||||||
31-Dec-13 | ||||||||||||||||
Gross | Accumulated | Net | ||||||||||||||
Carrying | Amortization | Carrying | ||||||||||||||
Total Intangible Assets | Amount | Amount | ||||||||||||||
North America | $ | 34,520 | $ | (15,909 | ) | $ | 18,611 | |||||||||
Europe | 33,217 | (10,055 | ) | 23,162 | ||||||||||||
Total | $ | 67,737 | $ | (25,964 | ) | $ | 41,773 | |||||||||
At December 31, 2014 | ||||||||||||||||
Gross | Accumulated | Net | ||||||||||||||
Carrying | Amortization | Carrying | ||||||||||||||
Total Intangible Assets | Amount | Amount | ||||||||||||||
North America | $ | 29,455 | $ | (14,719 | ) | $ | 14,736 | |||||||||
Europe | 29,419 | (11,568 | ) | 17,851 | ||||||||||||
Total | $ | 58,874 | $ | (26,287 | ) | $ | 32,587 | |||||||||
Trade_Accounts_Receivable_net_
Trade Accounts Receivable, net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Receivables [Abstract] | ||||||||
Schedule of trade accounts receivable, net | Trade accounts receivable consisted of the following: | |||||||
(in thousands) | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Trade accounts receivable | $ | 95,033 | $ | 92,413 | ||||
Allowance for doubtful accounts | (929 | ) | (945 | ) | ||||
Allowance for sales discounts | (2,089 | ) | (1,451 | ) | ||||
$ | 92,015 | $ | 90,017 | |||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of components of inventories | The components of inventories consisted of the following: | |||||||
(in thousands) | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Raw materials | $ | 97,732 | $ | 81,338 | ||||
In-process products | 19,496 | 18,475 | ||||||
Finished products | 99,317 | 97,915 | ||||||
$ | 216,545 | $ | 197,728 | |||||
Property_Plant_and_Equipment_n1
Property, Plant and Equipment, net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Schedule of property, plant and equipment | Property, plant and equipment consisted of the following: | |||||||
(in thousands) | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Land | $ | 29,390 | $ | 29,347 | ||||
Buildings and site improvements | 175,058 | 178,391 | ||||||
Leasehold improvements | 5,602 | 5,213 | ||||||
Machinery and equipment | 228,440 | 225,831 | ||||||
438,490 | 438,782 | |||||||
Less accumulated depreciation and amortization | (245,383 | ) | (235,535 | ) | ||||
193,107 | 203,247 | |||||||
Capital projects in progress | 13,920 | 6,286 | ||||||
$ | 207,027 | $ | 209,533 | |||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of accrued liabilities | Accrued liabilities consisted of the following: | |||||||
(in thousands) | ||||||||
December 31, | ||||||||
` | 2014 | 2013 | ||||||
Sales incentive and advertising accruals | $ | 22,788 | $ | 22,195 | ||||
Dividend payable | 6,843 | 6,095 | ||||||
Labor related liabilities | 6,598 | 9,129 | ||||||
Vacation liability | 6,568 | 6,584 | ||||||
Other | 13,281 | 7,742 | ||||||
$ | 56,078 | $ | 51,745 | |||||
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Schedule of interest costs incurred, capitalized, and expensed | The Company incurs interest costs, which include interest, maintenance fees and bank charges. The amount of costs incurred, capitalized, and expensed for the years ended December 31, 2014, 2013 and 2012, consisted of the following: | |||||||||||
(in thousands) | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Interest costs incurred | $ | 953 | $ | 1,019 | $ | 909 | ||||||
Less: Interest capitalized | (98 | ) | (118 | ) | (116 | ) | ||||||
Interest expense | $ | 855 | $ | 901 | $ | 793 | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||
Schedule of minimum rental commitments under all non-cancelable leases | At December 31, 2014, minimum rental commitments under all non-cancelable leases were as follows: | |||||||||||
(in thousands) | ||||||||||||
2015 | $ | 6,658 | ||||||||||
2016 | 4,668 | |||||||||||
2017 | 2,710 | |||||||||||
2018 | 2,218 | |||||||||||
2019 | 993 | |||||||||||
Thereafter | 1,947 | |||||||||||
Total | $ | 19,194 | ||||||||||
Schedule of Contractual Obligations | At December 31, 2014, other contractual obligations were as follows: | |||||||||||
(in thousands) | ||||||||||||
Purchase | Debt | Total | ||||||||||
Obligations | Interest | |||||||||||
Obligations | ||||||||||||
2015 | $ | 25,581 | $ | 450 | $ | 26,031 | ||||||
2016 | 31 | 450 | 481 | |||||||||
2017 | 31 | 263 | 294 | |||||||||
2018 | 30 | — | 30 | |||||||||
2019 | — | — | — | |||||||||
Thereafter | — | — | — | |||||||||
$ | 25,673 | $ | 1,163 | $ | 26,836 | |||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of provision for income taxes from operations | The provision for income taxes from operations consisted of the following: | |||||||||||
(in thousands) | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current | ||||||||||||
Federal | $ | 25,178 | $ | 19,804 | $ | 13,163 | ||||||
State | 4,391 | 3,243 | 2,732 | |||||||||
Foreign | 4,041 | 3,926 | 3,920 | |||||||||
Deferred | ||||||||||||
Federal | 2,264 | 3,646 | (544 | ) | ||||||||
State | 142 | 404 | (98 | ) | ||||||||
Foreign | (225 | ) | (430 | ) | 830 | |||||||
$ | 35,791 | $ | 30,593 | $ | 20,003 | |||||||
Schedule of income and loss from operations before income taxes | Income and loss from operations before income taxes for the years ended December 31, 2014, 2013, and 2012, consisted of the following: | |||||||||||
(in thousands) | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Domestic | $ | 90,142 | $ | 74,912 | $ | 65,705 | ||||||
Foreign | 9,180 | 6,652 | (3,784 | ) | ||||||||
$ | 99,322 | $ | 81,564 | $ | 61,921 | |||||||
Schedule of effective income tax rates reconciliations | Reconciliations between the statutory federal income tax rates and the Company’s effective income tax rates as a percentage of income before income taxes for its operations were as follows: | |||||||||||
(in thousands) | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Federal tax rate | 35 | % | 35 | % | 35 | % | ||||||
State taxes, net of federal benefit | 3 | % | 3 | % | 2.9 | % | ||||||
Tax benefit of domestic manufacturing deduction | (2.4 | )% | (2.2 | )% | (2.1 | )% | ||||||
Change in valuation allowance | 1.5 | % | 1.3 | % | 6 | % | ||||||
Difference between United States statutory and foreign local tax rates | (0.4 | )% | 0.1 | % | 2.6 | % | ||||||
Change in uncertain tax position | (0.8 | )% | (0.4 | )% | (0.3 | )% | ||||||
Worthless stock deduction on Irish subsidiary | — | % | — | % | (15.4 | )% | ||||||
Non-deductible goodwill write-off | — | % | — | % | 1.1 | % | ||||||
Non-deductible professional fee | — | % | — | % | 1.3 | % | ||||||
Other | 0.1 | % | 0.7 | % | 1.2 | % | ||||||
Effective income tax rate | 36 | % | 37.5 | % | 32.3 | % | ||||||
Schedule of deferred tax assets and liabilities | The tax effects of the significant temporary differences that constitute the deferred tax assets and liabilities at December 31, 2014 and 2013, were as follows: | |||||||||||
(in thousands) | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Current deferred tax assets (liabilities) | ||||||||||||
State tax | $ | 1,685 | $ | 1,415 | ||||||||
Workers’ compensation | 1,586 | 1,780 | ||||||||||
Health claims | 651 | 601 | ||||||||||
Vacation liability | 1,211 | 1,219 | ||||||||||
Allowance for doubtful accounts | 156 | 181 | ||||||||||
Inventories | 5,685 | 6,691 | ||||||||||
Sales incentive and advertising allowances | 757 | 516 | ||||||||||
Stock-based compensation | 3,197 | 2,913 | ||||||||||
Unrealized foreign exchange gain or loss | 102 | 124 | ||||||||||
Other, net | (368 | ) | 171 | |||||||||
$ | 14,662 | $ | 15,611 | |||||||||
Long-term deferred tax assets (liabilities) | ||||||||||||
Depreciation | $ | (3,913 | ) | $ | (2,671 | ) | ||||||
Goodwill and other intangibles amortization | (10,512 | ) | (9,781 | ) | ||||||||
Stock-based compensation | 3,315 | 3,191 | ||||||||||
Accrued pension liabilities | 1,276 | — | ||||||||||
Uncertain tax positions’ unrecognized tax benefits | 623 | 1,532 | ||||||||||
Non-United States tax loss carry forward | 6,506 | 5,472 | ||||||||||
Tax effect on cumulative translation adjustment | (789 | ) | (729 | ) | ||||||||
Other | 796 | 940 | ||||||||||
(2,698 | ) | (2,046 | ) | |||||||||
Less valuation allowances | (6,754 | ) | (5,546 | ) | ||||||||
$ | (9,452 | ) | $ | (7,592 | ) | |||||||
Schedule of reconciliation of unrecognized tax benefits, including foreign translation amount | A reconciliation of the beginning and ending amounts of unrecognized tax benefits in 2014, 2013 and 2012 was as follows, including foreign translation amounts: | |||||||||||
(in thousands) | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance at January 1 | $ | 3,456 | $ | 3,843 | $ | 4,683 | ||||||
Additions based on tax positions related to prior years | 7 | 297 | 527 | |||||||||
Reductions based on tax positions related to prior years | (1,146 | ) | (494 | ) | (1,163 | ) | ||||||
Additions for tax positions of the current year | 165 | 837 | 933 | |||||||||
Settlements | (680 | ) | (435 | ) | (486 | ) | ||||||
Lapse of statute of limitations | (495 | ) | (592 | ) | (651 | ) | ||||||
Balance at December 31 | $ | 1,307 | $ | 3,456 | $ | 3,843 | ||||||
StockBased_Compensation_Plans_
Stock-Based Compensation Plans (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stock-Based Compensation | |||||||||||||
Schedule of unvested restricted stock unit activity | The following table summarizes the Company’s unvested restricted stock unit activity for the year ended December 31, 2014: | ||||||||||||
Shares | Weighted- | Aggregate | |||||||||||
(in thousands) | Average | Intrinsic | |||||||||||
Price | Value * | ||||||||||||
Unvested Restricted Stock Units (RSUs) | (in thousands) | ||||||||||||
Outstanding at January 1, 2014 | 448 | $ | 32.48 | $ | 16,447 | ||||||||
Awarded | 343 | 30.98 | |||||||||||
Vested | (284 | ) | 32.06 | ||||||||||
Forfeited | (3 | ) | 31.68 | ||||||||||
Outstanding at December 31, 2014 | 504 | $ | 31.67 | $ | 17,423 | ||||||||
Outstanding and expected to vest at December 31, 2014 | 492 | $ | 31.68 | $ | 15,582 | ||||||||
* The intrinsic value is calculated using the closing price per share of $34.60 as reported by the New York Stock Exchange on December 31, 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 year ended December 31, 2014: | ||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||
(in thousands) | Average | Average | Intrinsic | ||||||||||
Exercise | Remaining | Value* | |||||||||||
Price | Contractual | (in thousands) | |||||||||||
Non-Qualified Stock Options | Life | ||||||||||||
Outstanding at January 1, 2014 | 1,021 | $ | 29.35 | 4 | $ | 7,404 | |||||||
Exercised | (161 | ) | $ | 28.54 | |||||||||
Forfeited | (5 | ) | $ | 32.92 | |||||||||
Outstanding at December 31, 2014 | 855 | $ | 29.48 | 3.1 | $ | 4,381 | |||||||
Outstanding and expected to vest at December 31, 2014 | 847 | $ | 29.48 | 3.1 | $ | 4,341 | |||||||
Exercisable at December 31, 2014 | 756 | $ | 29.45 | 3 | $ | 3,889 | |||||||
* The intrinsic value represents the amount by which the fair market value of the underlying common stock exceeds the exercise price of the option, using the closing price per share of $34.60 as reported by the New York Stock Exchange on December 31, 2014. | |||||||||||||
Unvested Stock Options | |||||||||||||
Stock-Based Compensation | |||||||||||||
Summary of stock option activity | A summary of the status of unvested stock options as of December 31, 2014, and changes during the year ended December 31, 2014, is presented below: | ||||||||||||
Shares | Weighted- | ||||||||||||
(in thousands) | Average | ||||||||||||
Grant-Date | |||||||||||||
Unvested Options | Fair Value | ||||||||||||
Unvested at January 1, 2014 | 448 | $ | 10.31 | ||||||||||
Vested | (348 | ) | $ | 10.31 | |||||||||
Forfeited | (1 | ) | $ | 10.33 | |||||||||
Unvested at December 31, 2014 | 99 | $ | 10.33 | ||||||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||
Schedule of performance of reportable segments | The following table shows certain measurements used by management to assess the performance of the segments described above as of December 31, 2014, 2013 and 2012, or for the years then ended: | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
North | Europe | Asia/ | Administrative | Total | ||||||||||||||||||||
2014 | America | Pacific | & All Other | |||||||||||||||||||||
Net sales | $ | 613,843 | $ | 123,177 | $ | 15,128 | $ | — | $ | 752,148 | ||||||||||||||
Sales to other segments * | 4,134 | 1,170 | 17,933 | — | 23,237 | |||||||||||||||||||
Income (loss) from operations | 94,888 | 5,005 | (1,566 | ) | 949 | 99,276 | ||||||||||||||||||
Depreciation and amortization | 18,129 | 6,755 | 1,554 | 1,480 | 27,918 | |||||||||||||||||||
Impairment of goodwill | — | 530 | — | — | 530 | |||||||||||||||||||
Significant non-cash charges | 9,722 | 1,164 | 203 | 2,101 | 13,190 | |||||||||||||||||||
Provision for (benefit from) income taxes | 30,287 | 2,437 | 882 | 2,185 | 35,791 | |||||||||||||||||||
Capital expenditures and business acquisitions, | ||||||||||||||||||||||||
net of cash acquired | 20,160 | 2,977 | 798 | — | 23,935 | |||||||||||||||||||
Total assets | 679,844 | 180,005 | 29,552 | 83,664 | 973,065 | |||||||||||||||||||
North | Europe | Asia/ | Administrative | Total | ||||||||||||||||||||
2013 | America | Pacific | & All Other | |||||||||||||||||||||
Net sales | $ | 572,789 | $ | 117,740 | $ | 14,793 | $ | — | $ | 705,322 | ||||||||||||||
Sales to other segments * | 4,735 | 352 | 16,334 | — | 21,421 | |||||||||||||||||||
Income (loss) from operations | 84,885 | 1,258 | (2,202 | ) | (2,463 | ) | 81,478 | |||||||||||||||||
Depreciation and amortization | 17,707 | 7,019 | 1,499 | 1,293 | 27,518 | |||||||||||||||||||
Impairment of long-lived asset | — | 1,025 | — | — | 1,025 | |||||||||||||||||||
Significant non-cash charges | 8,867 | 1,561 | 142 | 2,177 | 12,747 | |||||||||||||||||||
Provision for (benefit from) income taxes | 26,372 | 2,906 | (101 | ) | 1,416 | 30,593 | ||||||||||||||||||
Capital expenditures and business acquisitions, | ||||||||||||||||||||||||
net of cash acquired | 19,424 | 2,244 | 1,620 | 9 | 23,297 | |||||||||||||||||||
Total assets | 627,196 | 201,384 | 31,560 | 96,385 | 956,525 | |||||||||||||||||||
North | Europe | Asia/ | Administrative | Total | ||||||||||||||||||||
2012 | America | Pacific | & All Other | |||||||||||||||||||||
Net sales | $ | 522,895 | $ | 122,493 | $ | 10,843 | $ | — | $ | 656,231 | ||||||||||||||
Sales to other segments * | 5,121 | 430 | 15,721 | — | 21,272 | |||||||||||||||||||
Income (loss) from operations | 71,586 | (8,095 | ) | (2,799 | ) | 1,017 | 61,709 | |||||||||||||||||
Depreciation and amortization | 16,317 | 7,744 | 1,330 | 1,466 | 26,857 | |||||||||||||||||||
Impairment of goodwill | — | 2,346 | — | — | 2,346 | |||||||||||||||||||
Impairment of long-lived asset | 461 | 342 | — | — | 803 | |||||||||||||||||||
Significant non-cash charges | 7,369 | 1,053 | 194 | 2,051 | 10,667 | |||||||||||||||||||
Provision for income taxes | 15,037 | 3,544 | 323 | 1,099 | 20,003 | |||||||||||||||||||
Capital expenditures and business acquisitions, | ||||||||||||||||||||||||
net of cash acquired | 23,014 | 63,156 | 916 | — | 87,086 | |||||||||||||||||||
Total assets | 583,501 | 194,000 | 30,455 | 82,366 | 890,322 | |||||||||||||||||||
* Sales to other segments are eliminated on consolidation. | ||||||||||||||||||||||||
Schedule of net sales and long-lived assets by geographical segments | The following table shows the geographic distribution of the Company’s net sales and long-lived assets as of December 31, 2014, 2013 and 2012, or for the years then ended: | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||
Net | Long-Lived | Net | Long-Lived | Net | Long-Lived | |||||||||||||||||||
Sales | Assets | Sales | Assets | Sales | Assets | |||||||||||||||||||
United States | $ | 572,112 | $ | 158,161 | $ | 531,019 | $ | 152,644 | $ | 478,441 | $ | 152,456 | ||||||||||||
Canada | 40,996 | 5,195 | 41,626 | 5,763 | 44,359 | 6,182 | ||||||||||||||||||
Denmark | 15,121 | 1,518 | 14,993 | 1,907 | 15,096 | 2,252 | ||||||||||||||||||
United Kingdom | 24,893 | 1,377 | 21,852 | 1,249 | 23,504 | 1,232 | ||||||||||||||||||
France | 37,312 | 8,145 | 36,708 | 9,302 | 37,826 | 10,036 | ||||||||||||||||||
Germany | 27,202 | 15,379 | 26,058 | 17,446 | 27,919 | 17,651 | ||||||||||||||||||
Switzerland | 4,960 | 9,506 | 5,977 | 11,649 | 6,607 | 11,628 | ||||||||||||||||||
Poland | 7,491 | 1,071 | 5,982 | 692 | 4,847 | 795 | ||||||||||||||||||
The Netherlands | 4,539 | 30 | 4,306 | 63 | 3,336 | 92 | ||||||||||||||||||
Portugal | 806 | 472 | 804 | 688 | 1,437 | 734 | ||||||||||||||||||
Ireland | — | — | 31 | — | 791 | 2,757 | ||||||||||||||||||
China/Hong Kong | 9,646 | 8,966 | 9,802 | 9,499 | 6,054 | 9,675 | ||||||||||||||||||
Australia | 3,245 | 267 | 3,289 | 356 | 3,386 | 441 | ||||||||||||||||||
New Zealand | 2,237 | 82 | 1,701 | 125 | 1,404 | 154 | ||||||||||||||||||
Other countries | 1,588 | 606 | 1,174 | 739 | 1,224 | 577 | ||||||||||||||||||
$ | 752,148 | $ | 210,775 | $ | 705,322 | $ | 212,122 | $ | 656,231 | $ | 216,662 | |||||||||||||
Schedule of distribution of the Company's net sales by product group | The following table show the distribution of the Company’s net sales by product for the years ended December 31, 2014, 2013 and 2012, or for the years then ended: | |||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
0 | 2014 | 2013 | 2012 | |||||||||||||||||||||
Wood Construction | $ | 636,003 | $ | 596,837 | $ | 558,103 | ||||||||||||||||||
Concrete Construction | 115,921 | 108,295 | 97,921 | |||||||||||||||||||||
Other | 224 | 190 | 207 | |||||||||||||||||||||
Total | $ | 752,148 | $ | 705,322 | $ | 656,231 | ||||||||||||||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Schedule of selected quarterly financial data | The following table sets forth selected quarterly financial data for each of the quarters in 2014 and 2013: | |||||||||||||||||||||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||
Fourth | Third | Second | First | Fourth | Third | Second | First | |||||||||||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | |||||||||||||||||||||||||
Net sales | $ | 166,630 | $ | 209,320 | $ | 207,893 | $ | 168,305 | $ | 160,074 | $ | 195,619 | $ | 195,348 | $ | 154,281 | ||||||||||||||||
Cost of sales | 93,833 | 113,767 | 111,993 | 90,525 | 90,330 | 105,724 | 106,176 | 89,561 | ||||||||||||||||||||||||
Gross profit | 72,797 | 95,553 | 95,900 | 77,780 | 69,744 | 89,895 | 89,172 | 64,720 | ||||||||||||||||||||||||
Research and development and other engineering | 9,513 | 9,711 | 10,094 | 9,700 | 9,825 | 9,226 | 9,484 | 8,308 | ||||||||||||||||||||||||
Selling | 22,407 | 23,592 | 24,213 | 21,819 | 21,449 | 20,630 | 21,652 | 21,371 | ||||||||||||||||||||||||
General and administrative | 25,508 | 29,557 | 29,494 | 26,941 | 25,164 | 28,523 | 28,347 | 26,036 | ||||||||||||||||||||||||
Impairment of goodwill | 38 | 492 | — | — | — | — | — | — | ||||||||||||||||||||||||
Loss (gain) on sale of assets | 11 | (17 | ) | (34 | ) | (285 | ) | 1,404 | 631 | 11 | (8 | ) | ||||||||||||||||||||
Income (loss) from | 15,320 | 32,218 | 32,133 | 19,605 | 11,902 | 30,885 | 29,678 | 9,013 | ||||||||||||||||||||||||
operations | ||||||||||||||||||||||||||||||||
Interest income (expense), net | 2 | (27 | ) | (15 | ) | 86 | 56 | (9 | ) | 1 | 38 | |||||||||||||||||||||
Income (loss) before income | 15,322 | 32,191 | 32,118 | 19,691 | 11,958 | 30,876 | 29,679 | 9,051 | ||||||||||||||||||||||||
taxes | ||||||||||||||||||||||||||||||||
Provision for (benefit from) | 4,942 | 11,577 | 11,667 | 7,605 | 4,290 | 10,870 | 11,177 | 4,256 | ||||||||||||||||||||||||
income taxes | ||||||||||||||||||||||||||||||||
Net income | $ | 10,380 | $ | 20,614 | $ | 20,451 | $ | 12,086 | $ | 7,668 | $ | 20,006 | $ | 18,502 | $ | 4,795 | ||||||||||||||||
Earnings per common share: | 0 | |||||||||||||||||||||||||||||||
Basic | $ | 0.21 | $ | 0.42 | $ | 0.42 | $ | 0.25 | $ | 0.16 | $ | 0.41 | $ | 0.38 | $ | 0.1 | ||||||||||||||||
Diluted | 0.21 | 0.42 | 0.42 | 0.25 | 0.16 | 0.41 | 0.38 | 0.1 | ||||||||||||||||||||||||
Cash dividends declared per | $ | 0.14 | $ | 0.14 | $ | 0.14 | $ | 0.125 | $ | 0.125 | $ | 0.125 | $ | 0.125 | $ | — | ||||||||||||||||
common share |
Operations_and_Summary_of_Sign3
Operations and Summary of Significant Accounting Policies - Revisions and Out of Period Adjustments (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Deferred tax asset, current | $14,662,000 | $15,611,000 | $14,662,000 | $15,611,000 | |||||||
Gross profit | 72,797,000 | 95,553,000 | 95,900,000 | 77,780,000 | 69,744,000 | 89,895,000 | 89,172,000 | 64,720,000 | 342,030,000 | 313,531,000 | 282,472,000 |
Income from operations | 15,320,000 | 32,218,000 | 32,133,000 | 19,605,000 | 11,902,000 | 30,885,000 | 29,678,000 | 9,013,000 | 99,276,000 | 81,478,000 | 61,709,000 |
Restatement Adjustment | |||||||||||
Deferred tax asset, current | 2,900,000 | 2,900,000 | |||||||||
Gross profit | 2,300,000 | ||||||||||
Income from operations | 2,000,000 | ||||||||||
Net income | $1,300,000 |
Operations_and_Summary_of_Sign4
Operations and Summary of Significant Accounting Policies - PP&E and Other Misc Disclosures (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
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% | |
Allowance for Doubtful Accounts | ||
Percentage reserved for accounts receivable due from customers in deteriorating financial condition | 100.00% | |
Fair Value of Financial Instruments | ||
United States Treasury securities and money market funds included in cash equivalents | $99,024,000 | $117,571,000 |
Minimum | Software | ||
Depreciation and Amortization | ||
Estimated useful life | 3 years | |
Minimum | Machinery and equipment | ||
Depreciation and Amortization | ||
Estimated useful life | 3 years | |
Minimum | Buildings and site improvements | ||
Depreciation and Amortization | ||
Estimated useful life | 15 years | |
Maximum | ||
Revenue Recognition | ||
Service sales as a percentage of net sales | 1.00% | |
Maximum | Software | ||
Depreciation and Amortization | ||
Estimated useful life | 5 years | |
Maximum | Machinery and equipment | ||
Depreciation and Amortization | ||
Estimated useful life | 10 years | |
Maximum | Buildings and site improvements | ||
Depreciation and Amortization | ||
Estimated useful life | 45 years | |
Bierbach GmbH And Co. KG | ||
Revenue Recognition | ||
Contingent consideration from business acquisition | $200,000 | $800,000 |
Operations_and_Summary_of_Sign5
Operations and Summary of Significant Accounting Policies - Research and Development and Advertisting Costs (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Product and Software Research and Development Costs | |||
Product Research and Development Costs | $11.20 | $10.70 | $11.50 |
Selling Costs | |||
Advertising expenses | $7.30 | $7 | $7.20 |
Operations_and_Summary_of_Sign6
Operations and Summary of Significant Accounting Policies - Plant Closure (Details) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | ||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Plant Closure | ||||||||||||||
Net book value of the long-lived assets, including land, building and equipment | $207,027,000 | $209,533,000 | $207,027,000 | $209,533,000 | $209,533,000 | |||||||||
Sales of assets | 672,000 | 5,262,000 | 7,642,000 | |||||||||||
Gain (loss) on sale of assets | -11,000 | 17,000 | 34,000 | 285,000 | -1,404,000 | -631,000 | -11,000 | 8,000 | 325,000 | -2,038,000 | -166,000 | |||
Facility closing | ||||||||||||||
Plant Closure | ||||||||||||||
Ireland long lived assets held for sale | 2,800,000 | |||||||||||||
Net book value of the long-lived assets, including land, building and equipment | 1,700,000 | 2,700,000 | 1,700,000 | 1,700,000 | ||||||||||
Impairment loss on assets held and in use | 1,000,000 | |||||||||||||
Sales of assets | 1,000,000 | |||||||||||||
Gain (loss) on sale of assets | 2,800,000 | -700,000 | ||||||||||||
Net book value of remaining equipment to be sold, transferred or scrapped | 100,000 | 100,000 | 100,000 | |||||||||||
Severance costs | 0 | 3,000,000 | ||||||||||||
Severance costs paid | 2,400,000 | 300,000 | ||||||||||||
Severance costs accrued | 600,000 | |||||||||||||
Severance costs reversed | 200,000 | |||||||||||||
Severance costs paid in 2014 (less than) | $100,000 |
Sale_of_Product_Line_Details
- Sale of Product Line (Details) (CarbonWrap product line, USD $) | 1 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
CarbonWrap product line | |
Sale of Product Line | |
Sale proceeds | $3.80 |
Assets | 2 |
Intangible Assets | 1.5 |
Goodwill | 0.5 |
Severance costs | 0.5 |
Pre-tax gain from discontinued operations | $1.40 |
Shares_and_EPS_Details
- Shares and EPS (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 1999 |
series | rightpershare | |||||||||||
Common Stock | ||||||||||||
Number of votes for each share of common stock held | 1 | |||||||||||
Number of rights per common stock as a part of dividend distribution | 1 | |||||||||||
Percentage acquisition of common stock triggering exercise terms of rights, minimum | 15.00% | |||||||||||
Ownership interest held by any stockholder at date of rights distribution to which additional exercise terms for the Rights distributed apply (as a percent) | 25.00% | |||||||||||
Subsequent increase in ownership interest held by any stockholder after rights distribution to which additional exercise terms for the Rights distributed apply (as a percent) | 40.00% | |||||||||||
Redemption price per right (in cents per right) | $0.01 | |||||||||||
Preferred Stock | ||||||||||||
Number of series by which the Board may issue authorized and unissued preferred stock, minimum | 1 | |||||||||||
Reconciliation of basic earnings per share ("EPS") to diluted EPS | ||||||||||||
Net income available to common stockholders | $10,380 | $20,614 | $20,451 | $12,086 | $7,668 | $20,006 | $18,502 | $4,795 | $63,531 | $50,971 | $41,918 | |
Basic weighted-average shares outstanding | 48,977 | 48,521 | 48,339 | |||||||||
Dilutive effect of potential common stock equivalents - stock options (in shares) | 217 | 152 | 73 | |||||||||
Diluted weighted-average shares outstanding | 49,194 | 48,673 | 48,412 | |||||||||
Net earnings per share: | ||||||||||||
Basic (in dollars per share) | $0.21 | $0.42 | $0.42 | $0.25 | $0.16 | $0.41 | $0.38 | $0.10 | $1.30 | $1.05 | $0.87 | |
Diluted (in dollars per share) | $0.21 | $0.42 | $0.42 | $0.25 | $0.16 | $0.41 | $0.38 | $0.10 | $1.29 | $1.05 | $0.87 | |
Potentially dilutive securities excluded from earnings per diluted share because their effect is anti-dilutive (in shares) | 0 | 0 | 1,700 |
Operations_and_Summary_of_Sign7
Operations and Summary of Significant Accounting Policies - Comprehensive Income (Loss) - (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
bank | |||||||||||
Risks and Uncertainties [Abstract] | |||||||||||
Number of banks where demand deposit or money market accounts are held by the company | 15 | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Balance, beginning of period | $18,086,000 | $12,099,000 | $18,086,000 | $12,099,000 | $6,783,000 | ||||||
Other Comprehensive Income (Loss), Net of Tax | -25,266,000 | 3,193,000 | 5,316,000 | ||||||||
Amounts reclassified from accumulative other comprehensive income, net of tax | 2,794,000 | ||||||||||
Balance, end of period | -7,180,000 | 18,086,000 | -7,180,000 | 18,086,000 | 12,099,000 | ||||||
Translation Adjustment Functional to Reporting Currency, Net of Tax | 2,800,000 | 2,800,000 | |||||||||
Provision for income taxes | 4,942,000 | 11,577,000 | 11,667,000 | 7,605,000 | 4,290,000 | 10,870,000 | 11,177,000 | 4,256,000 | 35,791,000 | 30,593,000 | 20,003,000 |
Foreign currency translation | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Balance, beginning of period | 18,283,000 | 12,342,000 | 18,283,000 | 12,342,000 | 6,783,000 | ||||||
Other Comprehensive Income (Loss), Net of Tax | -24,896,000 | 3,147,000 | 5,559,000 | ||||||||
Amounts reclassified from accumulative other comprehensive income, net of tax | 2,794,000 | ||||||||||
Balance, end of period | -6,613,000 | 18,283,000 | -6,613,000 | 18,283,000 | 12,342,000 | ||||||
Tax expense (benefit) | 63,000 | -29,000 | 33,000 | ||||||||
Foreign currency translation | Reclassification out of Accumulated Other Comprehensive Income | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Provision for income taxes | 0 | ||||||||||
Pension benefit | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Balance, beginning of period | -197,000 | -243,000 | -197,000 | -243,000 | 0 | ||||||
Other Comprehensive Income (Loss), Net of Tax | -370,000 | 46,000 | -243,000 | ||||||||
Amounts reclassified from accumulative other comprehensive income, net of tax | |||||||||||
Balance, end of period | -567,000 | -197,000 | -567,000 | -197,000 | -243,000 | ||||||
Tax expense (benefit) | -67,000 | 3,000 | 46,000 | ||||||||
Pension benefit | Reclassification out of Accumulated Other Comprehensive Income | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Provision for income taxes | $0 |
Operations_and_Summary_of_Sign8
Operations and Summary of Significant Accounting Policies - Stock Based Compensation (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data in Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock-based compensation activity, including both continuing and discontinued operations | |||
Stock-based compensation expense recognized in operating expenses | $12,299 | $12,053 | $10,205 |
Tax benefit of stock-based compensation expense in provision for income taxes | 4,384 | 4,225 | 3,610 |
Stock-based compensation expense, net of tax | 7,915 | 7,828 | 6,595 |
Fair value of shares vested | 12,354 | 12,090 | 10,195 |
Proceeds to the Company from the exercise of stock-based compensation | 4,582 | 15,057 | 4,925 |
Tax benefit from exercise of stock-based compensation, including shortfall tax benefits | -268 | -2,645 | -233 |
Stock-based compensation cost capitalized in inventory | $559 | $463 | $417 |
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 |
Operations_and_Summary_of_Sign9
Operations and Summary of Significant Accounting Policies - Goodwill (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill Impairment Testing | |||||||||||
Goodwill | $123,881 | $129,218 | $123,881 | $129,218 | $121,981 | ||||||
Balance at the beginning of the year | |||||||||||
Goodwill | 147,961 | 152,768 | 147,961 | 152,768 | 145,531 | ||||||
Accumulated impairment losses | -24,080 | -23,550 | -24,080 | -23,550 | -23,550 | ||||||
Goodwill at the beginning of the period, net | 129,218 | 121,981 | 129,218 | 121,981 | |||||||
Goodwill acquired | 1,592 | ||||||||||
Goodwill disposed | -480 | ||||||||||
Foreign exchange | -4,728 | 872 | |||||||||
Impairment | -38 | -492 | 0 | 0 | 0 | 0 | 0 | 0 | -530 | 0 | -2,346 |
Reclassifications | -79 | 5,253 | |||||||||
Balance at the end of the year | |||||||||||
Goodwill | 147,961 | 152,768 | 147,961 | 152,768 | 145,531 | ||||||
Accumulated impairment losses | -24,080 | -23,550 | -24,080 | -23,550 | -23,550 | ||||||
Goodwill at the end of the period, net | 123,881 | 129,218 | 123,881 | 129,218 | 121,981 | ||||||
Bierbach GmbH and Co KG | |||||||||||
Balance at the beginning of the year | |||||||||||
Impairment | -500 | ||||||||||
United States | |||||||||||
Goodwill Impairment Testing | |||||||||||
Number of locations into which the activities will be consolidated | 4 | ||||||||||
Australia | |||||||||||
Goodwill Impairment Testing | |||||||||||
Number of locations into which the activities will be consolidated | 3 | ||||||||||
S&P Clever | |||||||||||
Goodwill Impairment Testing | |||||||||||
Number of locations into which the activities will be consolidated | 8 | ||||||||||
Marginal percentage by which the company passed annual impairment test | 8.00% | ||||||||||
Goodwill | 17,500 | 17,500 | |||||||||
Margin by which the reporting units passed the annual goodwill impairment test | |||||||||||
Pre-Tax Operating Margin Decreases (as a percent) | 9.00% | ||||||||||
Balance at the end of the year | |||||||||||
Goodwill at the end of the period, net | 17,500 | 17,500 | |||||||||
Denmark | |||||||||||
Goodwill Impairment Testing | |||||||||||
Number of locations into which the activities will be consolidated | 2 | ||||||||||
North America | |||||||||||
Goodwill Impairment Testing | |||||||||||
Goodwill | 84,526 | 84,822 | 84,526 | 84,822 | |||||||
Balance at the beginning of the year | |||||||||||
Goodwill | 95,192 | 95,488 | 95,192 | 95,488 | 89,405 | ||||||
Accumulated impairment losses | -10,666 | -10,666 | -10,666 | -10,666 | -10,666 | ||||||
Goodwill at the beginning of the period, net | 84,822 | 78,739 | 84,822 | 78,739 | |||||||
Goodwill acquired | 918 | ||||||||||
Goodwill disposed | -480 | ||||||||||
Foreign exchange | -296 | -248 | |||||||||
Impairment | 0 | ||||||||||
Reclassifications | 0 | 5,893 | |||||||||
Balance at the end of the year | |||||||||||
Goodwill | 95,192 | 95,488 | 95,192 | 95,488 | 89,405 | ||||||
Accumulated impairment losses | -10,666 | -10,666 | -10,666 | -10,666 | -10,666 | ||||||
Goodwill at the end of the period, net | 84,526 | 84,822 | 84,526 | 84,822 | |||||||
Europe | |||||||||||
Goodwill Impairment Testing | |||||||||||
Goodwill | 37,788 | 42,690 | 37,788 | 42,690 | 41,263 | ||||||
Balance at the beginning of the year | |||||||||||
Goodwill | 51,202 | 55,574 | 51,202 | 55,574 | 54,147 | ||||||
Accumulated impairment losses | -13,414 | -12,884 | -13,414 | -12,884 | -12,884 | ||||||
Goodwill at the beginning of the period, net | 42,690 | 41,263 | 42,690 | 41,263 | |||||||
Goodwill acquired | 674 | ||||||||||
Goodwill disposed | 0 | ||||||||||
Foreign exchange | -4,293 | 1,393 | |||||||||
Impairment | -530 | -2,346 | |||||||||
Reclassifications | -79 | -640 | |||||||||
Balance at the end of the year | |||||||||||
Goodwill | 51,202 | 55,574 | 51,202 | 55,574 | 54,147 | ||||||
Accumulated impairment losses | -13,414 | -12,884 | -13,414 | -12,884 | -12,884 | ||||||
Goodwill at the end of the period, net | 37,788 | 42,690 | 37,788 | 42,690 | 41,263 | ||||||
Asia/Pacific | |||||||||||
Goodwill Impairment Testing | |||||||||||
Goodwill | 1,567 | 1,706 | 1,567 | 1,706 | |||||||
Balance at the beginning of the year | |||||||||||
Goodwill | 1,567 | 1,706 | 1,567 | 1,706 | 1,979 | ||||||
Accumulated impairment losses | 0 | 0 | 0 | ||||||||
Goodwill at the beginning of the period, net | 1,706 | 1,979 | 1,706 | 1,979 | |||||||
Goodwill acquired | 0 | ||||||||||
Goodwill disposed | 0 | ||||||||||
Foreign exchange | -139 | -273 | |||||||||
Impairment | 0 | ||||||||||
Reclassifications | 0 | 0 | |||||||||
Balance at the end of the year | |||||||||||
Goodwill | 1,567 | 1,706 | 1,567 | 1,706 | 1,979 | ||||||
Accumulated impairment losses | 0 | 0 | 0 | ||||||||
Goodwill at the end of the period, net | $1,567 | $1,706 | $1,567 | $1,706 |
Recovered_Sheet1
Operations and Summary of Significant Accounting Policies - Amortizable Intangible Assets (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Amortizable Intangible assets | |||
Intangible Assets, Net (Excluding Goodwill) | $32,587,000 | $41,773,000 | |
Changes in gross carrying amount of finite-lived intangible assets | |||
Gross carrying amount, balance at the beginning of the year | 67,737,000 | ||
Accumulated amortization, balance at the beginning of the year | -25,964,000 | ||
Amortization | 7,200,000 | 7,100,000 | 7,800,000 |
Foreign exchange | 799,000 | ||
Gross carrying amount, balance at the end of the year | 58,874,000 | 67,737,000 | |
Accumulated amortization, balance at the end of the year | -26,287,000 | -25,964,000 | |
Estimated future amortization of intangible assets | |||
2015 | 6,090,000 | ||
2016 | 5,848,000 | ||
2017 | 4,105,000 | ||
2018 | 3,136,000 | ||
2019 | 3,107,000 | ||
Thereafter | 8,167,000 | ||
Total | 30,453,000 | ||
North America | |||
Amortizable Intangible assets | |||
Intangible Assets, Net (Excluding Goodwill) | 14,736,000 | 18,611,000 | |
Changes in gross carrying amount of finite-lived intangible assets | |||
Gross carrying amount, balance at the end of the year | 29,455,000 | 34,520,000 | |
Accumulated amortization, balance at the end of the year | -14,719,000 | -15,909,000 | |
Europe | |||
Amortizable Intangible assets | |||
Intangible Assets, Net (Excluding Goodwill) | 17,851,000 | 23,162,000 | |
Changes in gross carrying amount of finite-lived intangible assets | |||
Gross carrying amount, balance at the end of the year | 29,419,000 | 33,217,000 | |
Accumulated amortization, balance at the end of the year | -11,568,000 | -10,055,000 | |
Patents | |||
Amortizable Intangible assets | |||
Intangible Assets, Net (Excluding Goodwill) | 181,000 | 701,000 | 1,307,000 |
Changes in gross carrying amount of finite-lived intangible assets | |||
Gross carrying amount, balance at the beginning of the year | 6,689,000 | 6,684,000 | |
Accumulated amortization, balance at the beginning of the year | -5,988,000 | -5,377,000 | |
Amortization | 506,000 | 611,000 | |
Foreign exchange | -14,000 | 5,000 | |
Removal of fully amortized asset, gross | -4,917,000 | ||
Accumulated amortization of removal of fully amortized asset | 4,917,000 | ||
Finite Lived Intangible Assets Removal of Fully Amortized Assets, Net | 0 | ||
Gross carrying amount, balance at the end of the year | 1,758,000 | 6,689,000 | |
Accumulated amortization, balance at the end of the year | -1,577,000 | -5,988,000 | |
Unpatented Technology | |||
Amortizable Intangible assets | |||
Finite-Lived Intangible Assets, Period Increase (Decrease) | 3,300,000 | ||
Intangible Assets, Net (Excluding Goodwill) | 15,132,000 | 13,720,000 | 3,344,000 |
Changes in gross carrying amount of finite-lived intangible assets | |||
Gross carrying amount, balance at the beginning of the year | 18,977,000 | 5,361,000 | |
Accumulated amortization, balance at the beginning of the year | -5,257,000 | -2,017,000 | |
Disposal, Gross carrying amount | -1,530,000 | ||
Finite Lived Intangible Assets Disposed, Accumulated Amortization | 158,000 | ||
Finite Lived Intangible Assets Disposed, Net | -1,372,000 | ||
Amortization | -2,408,000 | -3,398,000 | |
Finite-Lived Intangible Assets, Translation Adjustments | -1,479,000 | ||
Foreign exchange | 0 | 799,000 | |
Reclassifications | 5,299,000 | 14,347,000 | |
Gross carrying amount, balance at the end of the year | 22,797,000 | 18,977,000 | |
Accumulated amortization, balance at the end of the year | -7,665,000 | -5,257,000 | |
Non-Compete Agreements, Trademarks and Other | |||
Amortizable Intangible assets | |||
Intangible Assets, Net (Excluding Goodwill) | 5,465,000 | 10,001,000 | 33,949,000 |
Changes in gross carrying amount of finite-lived intangible assets | |||
Gross carrying amount, balance at the beginning of the year | 13,555,000 | 36,951,000 | |
Accumulated amortization, balance at the beginning of the year | -3,554,000 | -3,002,000 | |
Acquisition | 100,000 | 4,130,000 | |
Disposal, Gross carrying amount | -200,000 | ||
Finite Lived Intangible Assets Disposed, Accumulated Amortization | 74,000 | ||
Finite Lived Intangible Assets Disposed, Net | -126,000 | ||
Amortization | -2,020,000 | -636,000 | |
Foreign exchange | -62,000 | -728,000 | |
Reclassifications | -2,554,000 | -26,588,000 | |
Removal of fully amortized asset, gross | -200,000 | -10,000 | |
Accumulated amortization of removal of fully amortized asset | 200,000 | 10,000 | |
Finite Lived Intangible Assets Removal of Fully Amortized Assets, Net | 0 | 0 | |
Gross carrying amount, balance at the end of the year | 10,839,000 | 13,555,000 | |
Accumulated amortization, balance at the end of the year | -5,374,000 | -3,554,000 | |
Customer Relationships | |||
Amortizable Intangible assets | |||
Intangible Assets, Net (Excluding Goodwill) | 9,675,000 | 11,685,000 | 11,998,000 |
Changes in gross carrying amount of finite-lived intangible assets | |||
Gross carrying amount, balance at the beginning of the year | 22,849,000 | 20,697,000 | |
Accumulated amortization, balance at the beginning of the year | -11,164,000 | -8,699,000 | |
Amortization | -2,225,000 | -2,465,000 | |
Finite-Lived Intangible Assets, Translation Adjustments | -443,000 | 229,000 | |
Foreign exchange | 229,000 | ||
Reclassifications | 658,000 | 1,923,000 | |
Removal of fully amortized asset, gross | -1,718,000 | ||
Accumulated amortization of removal of fully amortized asset | 1,718,000 | ||
Finite Lived Intangible Assets Removal of Fully Amortized Assets, Net | 0 | ||
Gross carrying amount, balance at the end of the year | 21,346,000 | 22,849,000 | |
Accumulated amortization, balance at the end of the year | -11,671,000 | -11,164,000 | |
Bierbach GmbH And Co. KG | Non-Compete Agreements, Trademarks and Other | |||
Amortizable Intangible assets | |||
Adjustment to intangible asset from business acquisition | 500,000 | ||
Bierbach GmbH And Co. KG | Customer Relationships | |||
Amortizable Intangible assets | |||
Adjustment to intangible asset from business acquisition | $600,000 |
Recovered_Sheet2
Operations and Summary of Significant Accounting Policies - Intangible Assets (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Indefinite-Lived Intangible Assets | |||
Intangible assets | $2,134,000 | $5,666,000 | |
Indefinite-Lived Intangibles | |||
Indefinite-Lived Intangibles, Balance at the beginning of the year | 5,666,000 | 0 | |
Reclassifications | -3,349,000 | 5,358,000 | |
Foreign exchange | -183,000 | 308,000 | |
Indefinite-Lived Intangibles, Balance at the end of the year | 2,134,000 | 5,666,000 | |
Increase in goodwill | 1,592,000 | ||
Finite-Lived Intangible Assets, Gross | 58,874,000 | 67,737,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | -26,287,000 | -25,964,000 | |
Intangible Assets, Net (Excluding Goodwill) | 32,587,000 | 41,773,000 | |
North America | |||
Indefinite-Lived Intangibles | |||
Increase in goodwill | 918,000 | ||
Finite-Lived Intangible Assets, Gross | 29,455,000 | 34,520,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | -14,719,000 | -15,909,000 | |
Intangible Assets, Net (Excluding Goodwill) | 14,736,000 | 18,611,000 | |
Europe | |||
Indefinite-Lived Intangibles | |||
Increase in goodwill | 674,000 | ||
Finite-Lived Intangible Assets, Gross | 29,419,000 | 33,217,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | -11,568,000 | -10,055,000 | |
Intangible Assets, Net (Excluding Goodwill) | 17,851,000 | 23,162,000 | |
Unpatented Technology | |||
Indefinite-Lived Intangibles | |||
Reclassification of intangible assets | 3,300,000 | ||
Finite-Lived Intangible Assets, Gross | 22,797,000 | 18,977,000 | 5,361,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | -7,665,000 | -5,257,000 | -2,017,000 |
Intangible Assets, Net (Excluding Goodwill) | 15,132,000 | 13,720,000 | 3,344,000 |
Customer Relationships | |||
Indefinite-Lived Intangibles | |||
Finite-Lived Intangible Assets, Gross | 21,346,000 | 22,849,000 | 20,697,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | -11,671,000 | -11,164,000 | -8,699,000 |
Intangible Assets, Net (Excluding Goodwill) | 9,675,000 | 11,685,000 | 11,998,000 |
Non-Compete Agreements, Trademarks and Other | |||
Indefinite-Lived Intangibles | |||
Finite-Lived Intangible Assets, Gross | 10,839,000 | 13,555,000 | 36,951,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | -5,374,000 | -3,554,000 | -3,002,000 |
Intangible Assets, Net (Excluding Goodwill) | 5,465,000 | 10,001,000 | 33,949,000 |
ShearBrace | Unpatented Technology | |||
Indefinite-Lived Intangibles | |||
Reclassification of intangible assets | 2,000,000 | ||
Keymark | |||
Indefinite-Lived Intangibles | |||
Increase in goodwill | 5,900,000 | ||
Bierbach GmbH And Co. KG | Customer Relationships | |||
Indefinite-Lived Intangibles | |||
Adjustment to intangible asset from business acquisition | 600,000 | ||
Bierbach GmbH And Co. KG | Non-Compete Agreements, Trademarks and Other | |||
Indefinite-Lived Intangibles | |||
Adjustment to intangible asset from business acquisition | 500,000 | ||
Bierbach GmbH And Co. KG | Goodwill [Member] | |||
Indefinite-Lived Intangibles | |||
Adjustment to intangible asset from business acquisition | 100,000 | ||
S&P Clever | |||
Indefinite-Lived Intangibles | |||
Increase in intangible assets | 12,800,000 | ||
S&P Clever | Customer Relationships | |||
Indefinite-Lived Intangibles | |||
Increase in intangible assets | 1,900,000 | ||
CarbonWrap Solutions, L.L.C | |||
Indefinite-Lived Intangibles | |||
Increase in intangible assets | 1,500,000 | ||
In Process Research and Development Two [Member] | |||
Indefinite-Lived Intangible Assets | |||
Intangible assets | 1,500,000 | ||
Indefinite-Lived Intangibles | |||
Indefinite-Lived Intangibles, Balance at the end of the year | 1,500,000 | ||
Trade Name | |||
Indefinite-Lived Intangible Assets | |||
Intangible assets | 616,000 | 616,000 | |
Indefinite-Lived Intangibles | |||
Indefinite-Lived Intangibles, Balance at the beginning of the year | 616,000 | 0 | |
Reclassifications | 0 | 616,000 | |
Foreign exchange | 0 | 0 | |
Indefinite-Lived Intangibles, Balance at the end of the year | 616,000 | 616,000 | |
In-process research and development assets | |||
Indefinite-Lived Intangible Assets | |||
Intangible assets | 1,518,000 | 5,050,000 | |
Number of indefinite-lived assets | 1 | ||
Indefinite-Lived Intangibles | |||
Indefinite-Lived Intangibles, Balance at the beginning of the year | 5,050,000 | 0 | |
Reclassifications | -3,349,000 | 4,742,000 | |
Foreign exchange | -183,000 | 308,000 | |
Indefinite-Lived Intangibles, Balance at the end of the year | $1,518,000 | $5,050,000 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2012 | Mar. 31, 2012 | Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | Nov. 30, 2013 | |
employee | ||||||||
Acquisitions | ||||||||
Goodwill | $129,218,000 | $121,981,000 | 129,218,000 | $123,881,000 | ||||
CarbonWrap product line | ||||||||
Acquisitions | ||||||||
Sale proceeds | 3,800,000 | |||||||
Gain from discontinued operations, before income taxes | 1,400,000 | |||||||
Keymark | Software development | ||||||||
Acquisitions | ||||||||
Intangible assets | 3,000,000 | |||||||
Weighted-average amortization period | 4 years 10 months 24 days | |||||||
Amount paid | 9,100,000 | |||||||
Number of employees hired to perform development work | 39 | |||||||
Europe | ||||||||
Acquisitions | ||||||||
Goodwill | 42,690,000 | 41,263,000 | 42,690,000 | 37,788,000 | ||||
North America | ||||||||
Acquisitions | ||||||||
Goodwill | 84,822,000 | 78,739,000 | 84,822,000 | 84,526,000 | ||||
North America | Keymark | Software development | ||||||||
Acquisitions | ||||||||
Goodwill | 5,900,000 | 5,900,000 | ||||||
S&P Clever | ||||||||
Acquisitions | ||||||||
Purchase price | 58,100,000 | |||||||
Intangible assets | 20,500,000 | |||||||
Weighted-average amortization period | 9 years 9 months 18 days | |||||||
Cash paid for acquisition | 57,500,000 | |||||||
Contingent consideration payable | 600,000 | |||||||
Maximum period for payment of contingent consideration | 3 years | |||||||
Cash and cash equivalent | 6,800,000 | |||||||
Other current assets | 10,800,000 | |||||||
Non-current assets | 53,400,000 | |||||||
Current liabilities | 12,600,000 | |||||||
Non-current liabilities | 200,000 | |||||||
Long-lived intangibles related to in-progress product development | 4,800,000 | |||||||
S&P Clever | Europe | ||||||||
Acquisitions | ||||||||
Goodwill | 19,300,000 | |||||||
CarbonWrap Solutions, L.L.C | ||||||||
Acquisitions | ||||||||
Purchase price | 5,500,000 | |||||||
Intangible assets | 1,700,000 | |||||||
Cash paid for acquisition | 5,300,000 | |||||||
Contingent consideration payable | 200,000 | |||||||
CarbonWrap Solutions, L.L.C | North America | ||||||||
Acquisitions | ||||||||
Goodwill | 3,500,000 | |||||||
ShearBrace | ||||||||
Acquisitions | ||||||||
Intangible assets | 1,900,000 | |||||||
Weighted-average amortization period | 13 years 4 months 24 days | |||||||
Cash paid for acquisition | 5,300,000 | |||||||
ShearBrace | North America | ||||||||
Acquisitions | ||||||||
Goodwill | 2,600,000 | |||||||
Bierbach GmbH and Co KG | ||||||||
Acquisitions | ||||||||
Intangible assets | 600,000 | |||||||
Weighted-average amortization period | 9 years 8 months 12 days | |||||||
Cash paid for acquisition | 1,200,000 | |||||||
Contingent consideration payable | 200,000 | 800,000 | ||||||
Bierbach GmbH and Co KG | Europe | ||||||||
Acquisitions | ||||||||
Goodwill | 500,000 | |||||||
General and Administrative Expense [Member] | Bierbach GmbH and Co KG | ||||||||
Acquisitions | ||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | ($500,000) |
Trade_Accounts_Receivable_net_1
Trade Accounts Receivable, net (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Receivables [Abstract] | ||
Trade accounts receivable | $95,033 | $92,413 |
Allowance for doubtful accounts | -929 | -945 |
Allowance for sales discounts | -2,089 | -1,451 |
Trade accounts receivable, net | $92,015 | $90,017 |
Inventories_Details
Inventories (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $97,732 | $81,338 |
In-process products | 19,496 | 18,475 |
Finished products | 99,317 | 97,915 |
Total inventories | $216,545 | $197,728 |
Property_Plant_and_Equipment_n2
Property, Plant and Equipment, net (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $438,490,000 | $438,782,000 | |
Less accumulated depreciation and amortization | -245,383,000 | -235,535,000 | |
Property, plant and equipment excluding capital projects in progress, net | 193,107,000 | 203,247,000 | |
Capital projects in progress | 13,920,000 | 6,286,000 | |
Property, plant and equipment, net | 207,027,000 | 209,533,000 | |
Original cost of fully depreciated assets still in use | 161,100,000 | 147,900,000 | |
Depreciation expense | 20,400,000 | 20,100,000 | 19,000,000 |
Land | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | 29,390,000 | 29,347,000 | |
Buildings and site improvements | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | 175,058,000 | 178,391,000 | |
Leasehold improvements | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | 5,602,000 | 5,213,000 | |
Machinery and equipment | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | 228,440,000 | 225,831,000 | |
Machinery and equipment | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | 1,800,000 | 1,600,000 | |
Capital projects in progress | $8,300,000 | $100,000 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Sales incentive and advertising accruals | $22,788 | $22,195 |
Dividend payable | 6,843 | 6,095 |
Labor related liabilities | 6,598 | 9,129 |
Vacation liability | 6,568 | 6,584 |
Other | 13,281 | 7,742 |
Accrued liabilities | $56,078 | $51,745 |
Debt_Details
Debt (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Debt | |||
Credit facility, maximum borrowing capacity | $304,300,000 | ||
Amount of interest costs incurred, capitalized, and expensed | |||
Interest costs incurred | 953,000 | 1,019,000 | 909,000 |
Less: Interest capitalized | -98,000 | -118,000 | -116,000 |
Interest expense | 855,000 | 901,000 | 793,000 |
Primary revolving line of credit | |||
Debt | |||
Credit facility, maximum borrowing capacity | 300,000,000 | ||
Primary revolving line of credit | Minimum | |||
Debt | |||
Credit facility, interest rate spread (as a percent) | 0.00% | ||
Facility fees on the available commitment of the facility (as a percent) | 0.15% | ||
Primary revolving line of credit | Maximum | |||
Debt | |||
Credit facility, interest rate spread (as a percent) | 0.45% | ||
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) | 0.16% | ||
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 | ||
Other revolving credit lines and long term debt | |||
Debt | |||
Total borrowing capacity | 4,300,000 | ||
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 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rental expense | $6,900,000 | $6,900,000 | $6,900,000 |
Minimum rental commitments | |||
2015 | 6,658,000 | ||
2016 | 4,668,000 | ||
2017 | 2,710,000 | ||
2018 | 2,218,000 | ||
2019 | 993,000 | ||
Thereafter | 1,947,000 | ||
Minimum rental commitments under all non-cancelable leases | 19,194,000 | ||
Future minimum commitments | |||
2015 | 26,031,000 | ||
2016 | 481,000 | ||
2017 | 294,000 | ||
2018 | 30,000 | ||
2019 | 0 | ||
Thereafter | 0 | ||
Total commitments | 26,836,000 | ||
Purchase Obligations | |||
Future minimum commitments | |||
2015 | 25,581,000 | ||
2016 | 31,000 | ||
2017 | 31,000 | ||
2018 | 30,000 | ||
2019 | 0 | ||
Thereafter | 0 | ||
Total commitments | 25,673,000 | ||
Debt Interest Obligations | |||
Future minimum commitments | |||
2015 | 450,000 | ||
2016 | 450,000 | ||
2017 | 263,000 | ||
2018 | 0 | ||
2019 | 0 | ||
Thereafter | 0 | ||
Total commitments | $1,163,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) | 12 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Feb. 29, 2012 | Jul. 20, 2011 | |
lawsuit | lawsuit | lawsuit | |
Collective bargaining arrangements | |||
Percentage of employees represented by labor unions | 14.00% | ||
Litigation | |||
Number of lawsuits filed against the entity | 4 | ||
Nishimura case | |||
Litigation | |||
Number of lawsuits filed against the entity | 5 | ||
Number of lawsuits dismissed | 3 | ||
Simpson Strong-Tie | San Bernardino County | |||
Collective bargaining arrangements | |||
Collective bargaining agreements, number | 2 | ||
Simpson Strong-Tie | San Bernardino County | Tool and die craftsmen and maintenance workers | |||
Collective bargaining arrangements | |||
Collective bargaining agreements, number | 1 | ||
Simpson Strong-Tie | Stockton | |||
Collective bargaining arrangements | |||
Collective bargaining agreements, number | 2 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Current | |||||||||||
Federal | $25,178,000 | $19,804,000 | $13,163,000 | ||||||||
State | 4,391,000 | 3,243,000 | 2,732,000 | ||||||||
Foreign | 4,041,000 | 3,926,000 | 3,920,000 | ||||||||
Deferred | |||||||||||
Federal | 2,264,000 | 3,646,000 | -544,000 | ||||||||
State | 142,000 | 404,000 | -98,000 | ||||||||
Foreign | -225,000 | -430,000 | 830,000 | ||||||||
Income tax expense (benefit) | 4,942,000 | 11,577,000 | 11,667,000 | 7,605,000 | 4,290,000 | 10,870,000 | 11,177,000 | 4,256,000 | 35,791,000 | 30,593,000 | 20,003,000 |
Income and loss from continuing operations before income taxes | |||||||||||
Domestic | 90,142,000 | 74,912,000 | 65,705,000 | ||||||||
Foreign | 9,180,000 | 6,652,000 | -3,784,000 | ||||||||
Income before taxes | 15,322,000 | 32,191,000 | 32,118,000 | 19,691,000 | 11,958,000 | 30,876,000 | 29,679,000 | 9,051,000 | 99,322,000 | 81,564,000 | 61,921,000 |
Reconciliations between the statutory federal income tax rates and effective income tax rates | |||||||||||
Federal tax rate (as a percent) | 35.00% | 35.00% | 35.00% | ||||||||
State taxes, net of federal benefit (as a percent) | 3.00% | 3.00% | 2.90% | ||||||||
Tax benefit of domestic manufacturing deduction (as a percent) | -2.40% | -2.20% | -2.10% | ||||||||
Change in valuation allowance (as a percent) | 1.50% | 1.30% | 6.00% | ||||||||
Difference between United States statutory and foreign local tax rates (as a percent) | -0.40% | 0.10% | 2.60% | ||||||||
Change in uncertain tax position (as a percent) | -0.80% | -0.40% | -0.30% | ||||||||
Worthless stock deduction on Irish subsidiary | 0.00% | 0.00% | 15.40% | ||||||||
Non-deductible goodwill write-off | 0.00% | 0.00% | 1.10% | ||||||||
Non-deductible professional fee | 0.00% | 0.00% | 1.30% | ||||||||
Other (as a percent) | 0.10% | 0.70% | 1.20% | ||||||||
Effective income tax rate (as a percent) | 36.00% | 37.50% | 32.30% | ||||||||
Additional disclosures | |||||||||||
Tax benefit from worthless stock deduction | $9,900,000 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2013 | |
Current deferred tax assets | |||
State tax | $1,685,000 | $1,415,000 | |
Workers' compensation | 1,586,000 | 1,780,000 | |
Health claims | 651,000 | 601,000 | |
Vacation liability | 1,211,000 | 1,219,000 | |
Allowance for doubtful accounts | 156,000 | 181,000 | |
Inventories | 5,685,000 | 6,691,000 | |
Sales incentive and advertising allowances | 757,000 | 516,000 | |
Stock-based compensation | 3,197,000 | 2,913,000 | |
Unrealized foreign exchange gain or loss | 102,000 | 124,000 | |
Other, net | -368,000 | 171,000 | |
Current deferred tax assets, net | 14,662,000 | 15,611,000 | |
Long-term deferred tax assets (liabilities) | |||
Depreciation | -3,913,000 | -2,671,000 | |
Goodwill and other intangibles amortization | -10,512,000 | -9,781,000 | |
Deferred compensation related to stock options | 3,315,000 | 3,191,000 | |
Accrued pension liabilities | 1,276,000 | 0 | |
Uncertain tax positions' unrecognized tax benefits | 623,000 | 1,532,000 | |
Non-United States tax loss carry forward | 6,506,000 | 5,472,000 | |
Tax effect on cumulative translation adjustment | -789,000 | -729,000 | |
Other | 796,000 | 940,000 | |
Long-term deferred tax assets (liabilities), gross | -2,698,000 | -2,046,000 | |
Less valuation allowances | -6,754,000 | -5,546,000 | |
Long-term deferred tax assets (liabilities), net | -9,452,000 | -7,592,000 | |
Deferred tax assets | 22,000,000 | 22,000,000 | |
Deferred tax liabilities | 16,800,000 | 14,100,000 | |
Operating loss carryforwards | |||
Deferred tax valuation allowances | 6,800,000 | 5,500,000 | |
Increase (decrease) in the valuation allowance | -1,300,000 | -4,200,000 | |
Undistributed earnings indefinitely reinvested | 45,600,000 | 29,000,000 | 34,800,000 |
Foreign | |||
Operating loss carryforwards | |||
Pre-tax loss carryforwards | 28,000,000 | ||
Foreign | Wholly owned Irish subsidiary | |||
Operating loss carryforwards | |||
Pre-tax loss carryforwards | 11,800,000 | ||
Foreign | Expiration, 2014 | |||
Operating loss carryforwards | |||
Pre-tax loss carryforwards | 400,000 | ||
Foreign | Expiration, 2015 | |||
Operating loss carryforwards | |||
Pre-tax loss carryforwards | 800,000 | ||
Foreign | Expiration, 2016 | |||
Operating loss carryforwards | |||
Pre-tax loss carryforwards | 1,700,000 | ||
Foreign | Expiration, 2017 | |||
Operating loss carryforwards | |||
Pre-tax loss carryforwards | 1,600,000 | ||
Foreign | Expiration, 2018 | |||
Operating loss carryforwards | |||
Pre-tax loss carryforwards | $2,400,000 |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Reconciliation of unrecognized tax benefits | |||
Balance at the beginning of the period | $3,456,000 | $3,843,000 | $4,683,000 |
Additions based on tax positions related to prior years | 7,000 | 297,000 | 527,000 |
Reductions based on tax positions related to prior years | -1,146,000 | -494,000 | -1,163,000 |
Additions for tax positions of the current year | 165,000 | 837,000 | 933,000 |
Settlements | -680,000 | -435,000 | -486,000 |
Lapse of statute of limitations | -495,000 | -592,000 | -651,000 |
Balance at the end of the period | 1,307,000 | 3,456,000 | 3,843,000 |
Portion of uncertain tax benefit, if recognized, would reduce effective tax rate | 0 | 700,000 | 900,000 |
Decrease in accrued interest as a result of the reversal of accrued interest associated with the lapse of statutes of limitations | 200,000 | 300,000 | 400,000 |
Accrued interest | $200,000 | $400,000 | $700,000 |
Retirement_Plans_Details
Retirement Plans (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
plan | |||
Defined contribution plans | |||
Number of defined contribution retirement plans | 6 | ||
Cost of defined contribution plans | $8 | $8.20 | $7.70 |
Contributions to pension funds | $2.30 | $2.20 | $2.10 |
Defined contribution plan - U.S Plans | |||
Defined contribution plans | |||
Number of defined contribution retirement plans | 2 | ||
Defined contribution plan - European and Canadian Plans | |||
Defined contribution plans | |||
Number of defined contribution retirement plans | 4 | ||
Defined contribution plan - European and Canadian Plans | Minimum | |||
Defined contribution plans | |||
Entity's contribution to retirement plans as percentage of employees' compensation | 3.00% | ||
Defined contribution plan - European and Canadian Plans | Maximum | |||
Defined contribution plans | |||
Entity's contribution to retirement plans as percentage of employees' compensation | 15.00% |
Retirement_Plans_MultiEmployer
Retirement Plans Multi-Employer Defined-Benefit Pension Plan (Details) (USD $) | Dec. 31, 2014 |
Compensation and Retirement Disclosure [Abstract] | |
Annual withdrawal liability payment | $145,400 |
Discount rate | 4.50% |
Pension liability | $3,300,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2013 | Dec. 31, 2009 | |
Related Party Transaction | |||||
Cost of use of airplanes | $500,000 | ||||
Annual lease payment to lease the property from Mr. Hagel and his wife Susan Hagel, a former employee of Simpson Strong-Tie | 6,900,000 | 6,900,000 | 6,900,000 | ||
Loan repayments by related parties | 0 | 700,000 | 1,698,000 | ||
Chief Executive Officer | |||||
Related Party Transaction | |||||
Cost of use of airplanes | 20,000 | ||||
Entities related to Keymark | |||||
Related Party Transaction | |||||
Loan repayments by related parties | 700,000 | ||||
Interest rate of loans (as a percent) | 5.50% | ||||
Loans made to related parties | 700,000 | ||||
Simpson Strong-Tie | Gerald Hagel, vice president and Susan Hagel, spouse | |||||
Related Party Transaction | |||||
Lease agreement, extended period | 5 years | ||||
Annual lease payment to lease the property from Mr. Hagel and his wife Susan Hagel, a former employee of Simpson Strong-Tie | $300,000 |
StockBased_Compensation_Plans_1
Stock-Based Compensation Plans (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 06, 2013 | Feb. 02, 2015 | |
plan | |||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||
Number of stock-based incentive plans | 1 | ||||
Number of stock option plans superseded | 2 | ||||
Black-Scholes option pricing model assumptions for options granted | |||||
Number of Options Granted (in shares) | 0 | 0 | |||
Aggregate Intrinsic Value | |||||
Total intrinsic value of stock options exercised (in dollars) | $800,000 | $2,600,000 | $1,100,000 | ||
Granted (in shares) | 0 | 0 | |||
Unrecognized compensation cost and vesting period | |||||
Unrecognized compensation costs related to unvested stock-based compensation arrangements | 14,800,000 | ||||
Weighted-average period for recognition of unrecognized stock-based compensation expense | 1 year 9 months | ||||
Other disclosures | |||||
Stock-based compensation expense recognized in operating expenses | 12,299,000 | 12,053,000 | 10,205,000 | ||
1994 Plan | |||||
Other disclosures | |||||
Requisite service period for options to vest | 4 years | ||||
Stock Bonus Plan | |||||
Other disclosures | |||||
Shares issued and committed to issue | 16,000 | 11,000 | 9,000 | ||
Stock-based compensation expense recognized in operating expenses | 600,000 | 700,000 | 500,000 | ||
Requisite service period for options to vest | 10 years | ||||
Restricted Stock Units | |||||
Restricted stock unit activity | |||||
Outstanding at the beginning of the period (in shares) | 448,000 | ||||
Awarded (in shares) | 343,000 | ||||
Vested (in shares) | -284,000 | ||||
Forfeited (in shares) | -3,000 | ||||
Outstanding at the end of the period (in shares) | 504,000 | 448,000 | |||
Outstanding and expected to vest at the end of the period (in shares) | 492,000 | ||||
Weighted-Average Exercise Price | |||||
Outstanding at the beginning of the period (in dollars per share) | $32.48 | ||||
Awarded (in dollars per share) | $30.98 | ||||
Vested (in dollars per share) | $32.06 | ||||
Forfeited (in dollars per share) | $31.68 | ||||
Outstanding at the end of the period (in dollars per share) | $31.67 | $32.48 | |||
Outstanding and expected to vest at the end of the period (in dollars per share) | $31.68 | ||||
Aggregate Intrinsic Value | |||||
Outstanding at the end of the period (in dollars) | 17,423,000 | 16,447,000 | |||
Outstanding and expected to vest at end of the period (in dollars) | 15,582,000 | ||||
Closing price per share (in dollars per share) | $34.60 | ||||
Total intrinsic value of awards vested (in dollars) | 9,100,000 | 5,700,000 | 3,100,000 | ||
Weighted-Average Exercise Price | |||||
Outstanding at the beginning of the period (in dollars per share) | $32.48 | ||||
Forfeited (in dollars per share) | $31.68 | ||||
Outstanding at the end of the period (in dollars per share) | $31.67 | $32.48 | |||
Aggregate Intrinsic Value | |||||
Outstanding at the end of the period (in dollars) | 17,423,000 | 16,447,000 | |||
Outstanding and expected to vest at end of the period (in dollars) | 15,582,000 | ||||
Non-Qualified Stock Options | |||||
Weighted-Average Exercise Price | |||||
Outstanding at the beginning of the period (in dollars per share) | $29.35 | ||||
Forfeited (in dollars per share) | $32.92 | ||||
Outstanding at the end of the period (in dollars per share) | $29.48 | $29.35 | |||
Aggregate Intrinsic Value | |||||
Outstanding at the end of the period (in dollars) | 4,381,000 | 7,404,000 | |||
Outstanding and expected to vest at end of the period (in dollars) | 4,341,000 | ||||
Non-Qualified Stock Options activity | |||||
Outstanding at the beginning of the period (in shares) | 1,021,000 | ||||
Exercised (in shares) | -161,000 | ||||
Forfeited (in shares) | -5,000 | ||||
Outstanding at the end of the period (in shares) | 855,000 | 1,021,000 | |||
Outstanding and expected to vest at the end of the period (in shares) | 847,000 | ||||
Exercisable at the end of the period (in shares) | 756,000 | ||||
Weighted-Average Exercise Price | |||||
Outstanding at the beginning of the period (in dollars per share) | $29.35 | ||||
Exercised (in dollars per share) | $28.54 | ||||
Forfeited (in dollars per share) | $32.92 | ||||
Outstanding at the end of the period (in dollars per share) | $29.48 | $29.35 | |||
Outstanding and expected to vest at end of the period (in dollars per share) | $29.48 | ||||
Exercisable at end of the period (in dollars per share) | $29.45 | ||||
Weighted-Average Remaining Contractual Life | |||||
Outstanding at the end of the period | 3 years 1 month 6 days | 4 years | |||
Outstanding and expected to vest at end of the period | 3 years 1 month 6 days | ||||
Exercisable at end of the period | 3 years | ||||
Aggregate Intrinsic Value | |||||
Outstanding at the end of the period (in dollars) | 4,381,000 | 7,404,000 | |||
Outstanding and expected to vest at end of the period (in dollars) | 4,341,000 | ||||
Exercisable at end of the period (in dollars) | $3,889,000 | ||||
Closing price of share (in dollars per share) | $34.60 | ||||
Unvested Stock Options | |||||
Number of Shares, Unvested Stock Options | |||||
Unvested at the beginning of the period (in shares) | 448,000 | ||||
Vested (in shares) | -348,000 | ||||
Forfeited (in shares) | -1,000 | ||||
Unvested at the end of the period (in shares) | 99,000 | ||||
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) | $10.31 | ||||
Forfeited (in dollars per share) | $10.33 | ||||
Unvested at the end of the period (in dollars per share) | $10.33 | ||||
Independent directors | Restricted Stock Units | Restrictions lapse (awards vest) on date of award | |||||
Aggregate Intrinsic Value | |||||
Vesting rights percentage when restrictions lapse | 25.00% | ||||
Independent directors | Restricted Stock Units | Restrictions lapse (awards vest) on first, second and third anniversaries of the date of the award | |||||
Aggregate Intrinsic Value | |||||
Vesting rights percentage when restrictions lapse | 25.00% | ||||
Restrictions on awards to certain officers | |||||
Stock-Based Compensation | |||||
Number of executive officers | 4 | ||||
Restrictions on awards to certain officers | Restricted Stock Units | Restrictions lapse (awards vest) on the third anniversary of the date of the award | |||||
Aggregate Intrinsic Value | |||||
Vesting rights percentage when restrictions lapse | 75.00% | ||||
Restrictions on awards to certain officers | Restricted Stock Units | Restrictions lapse (awards vest) on the fourth anniversary of the date of the award | |||||
Aggregate Intrinsic Value | |||||
Vesting rights percentage when restrictions lapse | 25.00% | ||||
Subsequent event | Restricted Stock Units | |||||
Restricted stock unit activity | |||||
Awarded (in shares) | 339,047 | ||||
Subsequent event | Independent directors | Restricted Stock Units | |||||
Restricted stock unit activity | |||||
Awarded (in shares) | 8,550 | ||||
Weighted-Average Exercise Price | |||||
Awarded (in dollars per share) | 32.64 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
segment | ||||||||||||
Segment Information | ||||||||||||
Number of reportable segments | 3 | |||||||||||
Net sales | $166,630 | $209,320 | $207,893 | $168,305 | $160,074 | $195,619 | $195,348 | $154,281 | $752,148 | $705,322 | $656,231 | |
Income from operations | 15,320 | 32,218 | 32,133 | 19,605 | 11,902 | 30,885 | 29,678 | 9,013 | 99,276 | 81,478 | 61,709 | |
Depreciation and amortization | 27,918 | 27,518 | 26,857 | |||||||||
Impairment of goodwill | 38 | 492 | 0 | 0 | 0 | 0 | 0 | 0 | 530 | 0 | 2,346 | |
Impairment of long-lived asset | 0 | 1,025 | 803 | |||||||||
Significant non-cash charges | 13,190 | 12,747 | 10,667 | |||||||||
Provision for (benefit from) income taxes | 4,942 | 11,577 | 11,667 | 7,605 | 4,290 | 10,870 | 11,177 | 4,256 | 35,791 | 30,593 | 20,003 | |
Capital expenditures and asset acquisitions, net of cash acquired | 23,935 | 23,297 | 87,086 | |||||||||
Total assets | 973,065 | 956,525 | 973,065 | 956,525 | 890,322 | |||||||
Cash and short-term investments | 260,307 | 251,208 | 260,307 | 251,208 | 175,553 | 213,817 | ||||||
Administrative and all other | ||||||||||||
Segment Information | ||||||||||||
Lease term of entity's facilities in Vacaville | 10 years | |||||||||||
Net sales | 0 | 0 | 0 | |||||||||
Income from operations | 949 | -2,463 | 1,017 | |||||||||
Depreciation and amortization | 1,480 | 1,293 | 1,466 | |||||||||
Impairment of goodwill | 0 | |||||||||||
Significant non-cash charges | 2,101 | 2,177 | 2,051 | |||||||||
Provision for (benefit from) income taxes | 2,185 | 1,416 | 1,099 | |||||||||
Capital expenditures and asset acquisitions, net of cash acquired | 0 | 9 | ||||||||||
Total assets | 83,664 | 96,385 | 83,664 | 96,385 | 82,366 | |||||||
Cash and short-term investments | 167,400 | 156,000 | 167,400 | 156,000 | 91,900 | |||||||
Intersegment elimination | ||||||||||||
Segment Information | ||||||||||||
Net sales | 23,237 | 21,421 | 21,272 | |||||||||
North America | ||||||||||||
Segment Information | ||||||||||||
Net sales | 613,843 | 572,789 | 522,895 | |||||||||
Income from operations | 94,888 | 84,885 | 71,586 | |||||||||
Depreciation and amortization | 18,129 | 17,707 | 16,317 | |||||||||
Impairment of goodwill | 0 | |||||||||||
Impairment of long-lived asset | 461 | |||||||||||
Significant non-cash charges | 9,722 | 8,867 | 7,369 | |||||||||
Provision for (benefit from) income taxes | 30,287 | 26,372 | 15,037 | |||||||||
Capital expenditures and asset acquisitions, net of cash acquired | 20,160 | 19,424 | 23,014 | |||||||||
Total assets | 679,844 | 627,196 | 679,844 | 627,196 | 583,501 | |||||||
North America | Intersegment elimination | ||||||||||||
Segment Information | ||||||||||||
Net sales | 4,134 | 4,735 | 5,121 | |||||||||
Europe | ||||||||||||
Segment Information | ||||||||||||
Net sales | 123,177 | 117,740 | 122,493 | |||||||||
Income from operations | 5,005 | 1,258 | -8,095 | |||||||||
Depreciation and amortization | 6,755 | 7,019 | 7,744 | |||||||||
Impairment of goodwill | 530 | 2,346 | ||||||||||
Impairment of long-lived asset | 1,025 | 342 | ||||||||||
Significant non-cash charges | 1,164 | 1,561 | 1,053 | |||||||||
Provision for (benefit from) income taxes | 2,437 | 2,906 | 3,544 | |||||||||
Capital expenditures and asset acquisitions, net of cash acquired | 2,977 | 2,244 | 63,156 | |||||||||
Total assets | 180,005 | 201,384 | 180,005 | 201,384 | 194,000 | |||||||
Europe | Intersegment elimination | ||||||||||||
Segment Information | ||||||||||||
Net sales | 1,170 | 352 | 430 | |||||||||
Asia/Pacific | ||||||||||||
Segment Information | ||||||||||||
Net sales | 15,128 | 14,793 | 10,843 | |||||||||
Income from operations | -1,566 | -2,202 | -2,799 | |||||||||
Depreciation and amortization | 1,554 | 1,499 | 1,330 | |||||||||
Impairment of goodwill | 0 | |||||||||||
Significant non-cash charges | 203 | 142 | 194 | |||||||||
Provision for (benefit from) income taxes | 882 | -101 | 323 | |||||||||
Capital expenditures and asset acquisitions, net of cash acquired | 798 | 1,620 | 916 | |||||||||
Total assets | 29,552 | 31,560 | 29,552 | 31,560 | 30,455 | |||||||
Asia/Pacific | Intersegment elimination | ||||||||||||
Segment Information | ||||||||||||
Net sales | 17,933 | 16,334 | 15,721 | |||||||||
Foreign operating entities | ||||||||||||
Segment Information | ||||||||||||
Cash and short-term investments | $94,900 | $94,900 | ||||||||||
Percentage of cash and cash equivalents | 36.50% | 36.50% |
Segment_Information_Details_2
Segment Information (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | $166,630 | $209,320 | $207,893 | $168,305 | $160,074 | $195,619 | $195,348 | $154,281 | $752,148 | $705,322 | $656,231 |
Long-Lived Assets | 210,775 | 212,122 | 210,775 | 212,122 | 216,662 | ||||||
Largest customer | Net sales | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Percentage of net sales attributable to largest customer | 10.00% | 10.00% | |||||||||
Wood Construction | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 636,003 | 596,837 | 558,103 | ||||||||
Concrete Construction | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 115,921 | 108,295 | 97,921 | ||||||||
Other | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 224 | 190 | 207 | ||||||||
United States | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 572,112 | 531,019 | 478,441 | ||||||||
Long-Lived Assets | 158,161 | 152,644 | 158,161 | 152,644 | 152,456 | ||||||
Canada | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 40,996 | 41,626 | 44,359 | ||||||||
Long-Lived Assets | 5,195 | 5,763 | 5,195 | 5,763 | 6,182 | ||||||
Denmark | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 15,121 | 14,993 | 15,096 | ||||||||
Long-Lived Assets | 1,518 | 1,907 | 1,518 | 1,907 | 2,252 | ||||||
United Kingdom | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 24,893 | 21,852 | 23,504 | ||||||||
Long-Lived Assets | 1,377 | 1,249 | 1,377 | 1,249 | 1,232 | ||||||
France | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 37,312 | 36,708 | 37,826 | ||||||||
Long-Lived Assets | 8,145 | 9,302 | 8,145 | 9,302 | 10,036 | ||||||
Germany | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 27,202 | 26,058 | 27,919 | ||||||||
Long-Lived Assets | 15,379 | 17,446 | 15,379 | 17,446 | 17,651 | ||||||
Switzerland | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 4,960 | 5,977 | 6,607 | ||||||||
Long-Lived Assets | 9,506 | 11,649 | 9,506 | 11,649 | 11,628 | ||||||
Poland | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 7,491 | 5,982 | 4,847 | ||||||||
Long-Lived Assets | 1,071 | 692 | 1,071 | 692 | 795 | ||||||
The Netherlands | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 4,539 | 4,306 | 3,336 | ||||||||
Long-Lived Assets | 30 | 63 | 30 | 63 | 92 | ||||||
Portugal | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 806 | 804 | 1,437 | ||||||||
Long-Lived Assets | 472 | 688 | 472 | 688 | 734 | ||||||
Ireland | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 0 | 31 | 791 | ||||||||
Long-Lived Assets | 0 | 0 | 0 | 0 | 2,757 | ||||||
China/Hong Kong | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 9,646 | 9,802 | 6,054 | ||||||||
Long-Lived Assets | 8,966 | 9,499 | 8,966 | 9,499 | 9,675 | ||||||
Australia | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 3,245 | 3,289 | 3,386 | ||||||||
Long-Lived Assets | 267 | 356 | 267 | 356 | 441 | ||||||
New Zealand | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 2,237 | 1,701 | 1,404 | ||||||||
Long-Lived Assets | 82 | 125 | 82 | 125 | 154 | ||||||
Other countries | |||||||||||
Net sales and long-lived assets by geographical area | |||||||||||
Net Sales | 1,588 | 1,174 | 1,224 | ||||||||
Long-Lived Assets | $606 | $739 | $606 | $739 | $577 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 02, 2015 |
Subsequent Events | ||||||||||||
Cash dividends declared per common share (in dollars per share) | $0.14 | $0.14 | $0.14 | $0.13 | $0.13 | $0.13 | $0.13 | $0 | $0.55 | $0.38 | $0.63 | |
Subsequent event | ||||||||||||
Subsequent Events | ||||||||||||
Cash dividends declared per common share (in dollars per share) | $0.14 | |||||||||||
Common stock repurchase, authorized amount | $50 |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $166,630 | $209,320 | $207,893 | $168,305 | $160,074 | $195,619 | $195,348 | $154,281 | $752,148 | $705,322 | $656,231 |
Cost of sales | 93,833 | 113,767 | 111,993 | 90,525 | 90,330 | 105,724 | 106,176 | 89,561 | 410,118 | 391,791 | 373,759 |
Gross profit | 72,797 | 95,553 | 95,900 | 77,780 | 69,744 | 89,895 | 89,172 | 64,720 | 342,030 | 313,531 | 282,472 |
Research and development and other engineering | 9,513 | 9,711 | 10,094 | 9,700 | 9,825 | 9,226 | 9,484 | 8,308 | 39,018 | 36,843 | 35,919 |
Selling | 22,407 | 23,592 | 24,213 | 21,819 | 21,449 | 20,630 | 21,652 | 21,371 | 92,031 | 85,102 | 82,364 |
General and administrative | 25,508 | 29,557 | 29,494 | 26,941 | 25,164 | 28,523 | 28,347 | 26,036 | 111,500 | 108,070 | 99,968 |
Impairment of goodwill | 38 | 492 | 0 | 0 | 0 | 0 | 0 | 0 | 530 | 0 | 2,346 |
Gain (loss) on sale of assets | 11 | -17 | -34 | -285 | 1,404 | 631 | 11 | -8 | -325 | 2,038 | 166 |
Income from operations | 15,320 | 32,218 | 32,133 | 19,605 | 11,902 | 30,885 | 29,678 | 9,013 | 99,276 | 81,478 | 61,709 |
Interest income, net | 2 | -27 | -15 | 86 | 56 | -9 | 1 | 38 | |||
Income before taxes | 15,322 | 32,191 | 32,118 | 19,691 | 11,958 | 30,876 | 29,679 | 9,051 | 99,322 | 81,564 | 61,921 |
Provision for (benefit from) income taxes | 4,942 | 11,577 | 11,667 | 7,605 | 4,290 | 10,870 | 11,177 | 4,256 | 35,791 | 30,593 | 20,003 |
Net income | $10,380 | $20,614 | $20,451 | $12,086 | $7,668 | $20,006 | $18,502 | $4,795 | $63,531 | $50,971 | $41,918 |
Earnings per common share: | |||||||||||
Basic (in dollars per share) | $0.21 | $0.42 | $0.42 | $0.25 | $0.16 | $0.41 | $0.38 | $0.10 | $1.30 | $1.05 | $0.87 |
Diluted (in dollars per share) | $0.21 | $0.42 | $0.42 | $0.25 | $0.16 | $0.41 | $0.38 | $0.10 | $1.29 | $1.05 | $0.87 |
Cash dividends declared per common share (in dollars per share) | $0.14 | $0.14 | $0.14 | $0.13 | $0.13 | $0.13 | $0.13 | $0 | $0.55 | $0.38 | $0.63 |
SCHEDULE_II_VALUATION_AND_QUAL1
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for doubtful accounts | |||
Valuation and qualifying accounts | |||
Balance at Beginning of Year | $945 | $1,287 | $991 |
Charged to Costs and Expenses | 151 | -48 | 355 |
Deductions | 167 | 294 | 59 |
Balance at End of Year | 929 | 945 | 1,287 |
Allowance for sales discounts | |||
Valuation and qualifying accounts | |||
Balance at Beginning of Year | 1,451 | 1,632 | 1,231 |
Charged to Costs and Expenses | 638 | -181 | 401 |
Balance at End of Year | 2,089 | 1,451 | 1,632 |
Allowance for deferred tax assets | |||
Valuation and qualifying accounts | |||
Balance at Beginning of Year | 5,546 | 9,720 | 6,279 |
Charged to Costs and Expenses | 1,397 | 1,458 | 3,600 |
Deductions | 189 | 5,632 | 159 |
Balance at End of Year | $6,754 | $5,546 | $9,720 |