Document and Entity Information
Document and Entity Information - Jun. 30, 2015 - shares | Total |
Document and Entity Information | |
Entity Registrant Name | SIMPSON MANUFACTURING CO INC /CA/ |
Entity Central Index Key | 920,371 |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 49,119,299 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 |
Current assets | |||
Cash and cash equivalents | $ 248,612 | $ 260,307 | $ 221,196 |
Trade accounts receivable, net | 140,945 | 92,015 | 137,803 |
Inventories | 212,293 | 216,545 | 219,036 |
Deferred income taxes | 13,556 | 14,662 | 13,625 |
Other current assets | 13,632 | 20,789 | 12,503 |
Total current assets | 629,038 | 604,318 | 604,163 |
Property, plant and equipment, net | 206,837 | 207,027 | 206,563 |
Goodwill | 124,827 | 123,881 | 129,231 |
Intangible assets, net | 30,743 | 32,587 | 38,056 |
Other noncurrent assets | 4,412 | 5,252 | 5,321 |
Total assets | 995,857 | 973,065 | 983,334 |
Current liabilities | |||
Line of credit and notes payable | 0 | 18 | 62 |
Trade accounts payable | 26,915 | 22,860 | 27,119 |
Accrued liabilities | 56,305 | 56,078 | 56,490 |
Income taxes payable | 3,198 | 0 | 1,734 |
Accrued profit sharing trust contributions | 3,173 | 5,384 | 3,416 |
Accrued cash profit sharing and commissions | 13,695 | 6,039 | 12,205 |
Accrued workers’ compensation | 4,458 | 4,101 | 4,429 |
Total current liabilities | 107,744 | 94,480 | 105,455 |
Deferred income tax and other long-term liabilities | 16,773 | 15,120 | 12,603 |
Total liabilities | $ 124,517 | $ 109,600 | $ 118,058 |
Commitments and contingencies (Note 7) | |||
Stockholders’ equity | |||
Common stock, at par value | $ 493 | $ 489 | $ 489 |
Additional paid-in capital | 229,279 | 220,982 | 213,037 |
Retained earnings | 665,914 | 649,174 | 634,858 |
Treasury stock | (8,464) | 0 | 0 |
Accumulated other comprehensive income (loss) | (15,882) | (7,180) | 16,892 |
Total stockholders’ equity | 871,340 | 863,465 | 865,276 |
Total liabilities and stockholders’ equity | $ 995,857 | $ 973,065 | $ 983,334 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Net sales | $ 216,665 | $ 207,910 | $ 393,156 | $ 376,198 |
Cost of sales | 118,347 | 111,993 | 217,340 | 202,518 |
Gross profit | 98,318 | 95,917 | 175,816 | 173,680 |
Operating expenses: | ||||
Research and development and other engineering | 10,517 | 10,094 | 20,713 | 19,794 |
Selling | 23,013 | 24,213 | 45,620 | 46,032 |
General and administrative | 29,794 | 29,511 | 58,227 | 56,435 |
Gain on sale of assets | (15) | (34) | (30) | (319) |
Total operating expenses | 63,309 | 63,784 | 124,530 | 121,942 |
Income from operations | 35,009 | 32,133 | 51,286 | 51,738 |
Interest (expense) income, net | (54) | (15) | (89) | 71 |
Income before taxes | 34,955 | 32,118 | 51,197 | 51,809 |
Provision for income taxes | 13,446 | 11,667 | 19,637 | 19,271 |
Net income | $ 21,509 | $ 20,451 | $ 31,560 | $ 32,538 |
Earnings per common share: | ||||
Basic (in dollars per share) | $ 0.44 | $ 0.42 | $ 0.64 | $ 0.66 |
Diluted (in dollars per share) | $ 0.43 | $ 0.42 | $ 0.64 | $ 0.66 |
Number of shares outstanding | ||||
Basic (in shares) | 49,254 | 49,011 | 49,236 | 48,955 |
Diluted (in shares) | 49,473 | 49,227 | 49,445 | 49,146 |
Cash dividends declared per common share (in dollars per share) | $ 0.16 | $ 0.14 | $ 0.3 | $ 0.265 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 21,509 | $ 20,451 | $ 31,560 | $ 32,538 |
Other comprehensive income (loss): | ||||
Translation adjustment, net of tax benefit of $75 and $33, and $3 and $44, respectively | 7,626 | (1) | (8,702) | (1,194) |
Comprehensive income | $ 29,135 | $ 20,450 | $ 22,858 | $ 31,344 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Translation adjustment, tax (expense) benefit | $ 75 | $ 33 | $ 3 | $ 44 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Balance at Dec. 31, 2013 | $ 841,279 | $ 486 | $ 207,418 | $ 615,289 | $ 18,086 | |
Balance (in shares) at Dec. 31, 2013 | 48,712 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 32,538 | 32,538 | ||||
Translation adjustment, net of tax | (1,194) | (1,194) | ||||
Stock options exercised | 2,626 | $ 1 | 2,625 | |||
Stock options exercised (in shares) | 92 | |||||
Stock-based compensation | 5,691 | 5,691 | ||||
Tax effect of options exercised | (186) | (186) | ||||
Shares issued from release of Restricted Stock Units | (2,911) | $ 2 | (2,913) | |||
Shares issued from release of Restricted Stock Units (in shares) | 158 | |||||
Cash dividends declared on common stock, $0.300, $0.280, and $0.265 for the period ended June 30, 2015, December 31, 2014 and June 30, 2014, respectively | (12,969) | (12,969) | ||||
Common stock issued at $34.32, $0, $35.87 per share for stock bonus for the period ended June 30, 2015, December 31, 2014 and June 30, 2014 | 402 | 402 | ||||
Common stock issued (in shares) | 11 | |||||
Balance at Jun. 30, 2014 | 865,276 | $ 489 | 213,037 | 634,858 | 16,892 | $ 0 |
Balance (in shares) at Jun. 30, 2014 | 48,973 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 30,993 | 30,993 | ||||
Translation adjustment, net of tax | (23,702) | (23,702) | ||||
Pension adjustment, net of tax | (370) | (370) | ||||
Stock options exercised | 1,956 | $ 1 | 1,955 | |||
Stock options exercised (in shares) | 69 | |||||
Stock-based compensation | 6,663 | 6,663 | ||||
Tax effect of options exercised | (82) | (82) | ||||
Shares issued from release of Restricted Stock Units | (591) | $ 0 | (591) | |||
Shares issued from release of Restricted Stock Units (in shares) | 19 | |||||
Repurchase of common stock | (2,981) | (2,981) | ||||
Repurchase of common stock (in shares) | (95) | |||||
Retirement of common stock | 0 | $ (1) | (2,980) | (2,981) | ||
Cash dividends declared on common stock, $0.300, $0.280, and $0.265 for the period ended June 30, 2015, December 31, 2014 and June 30, 2014, respectively | (13,697) | (13,697) | ||||
Balance at Dec. 31, 2014 | 863,465 | $ 489 | 220,982 | 649,174 | (7,180) | |
Balance (in shares) at Dec. 31, 2014 | 48,966 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 31,560 | 31,560 | ||||
Translation adjustment, net of tax | (8,702) | (8,702) | ||||
Stock options exercised | 5,576 | $ 2 | 5,574 | |||
Stock options exercised (in shares) | 190 | |||||
Stock-based compensation | 5,995 | 5,995 | ||||
Tax effect of options exercised | (186) | (186) | ||||
Shares issued from release of Restricted Stock Units | (3,636) | $ 2 | (3,638) | |||
Shares issued from release of Restricted Stock Units (in shares) | 204 | |||||
Repurchase of common stock | (8,464) | (8,464) | ||||
Repurchase of common stock (in shares) | (255) | |||||
Cash dividends declared on common stock, $0.300, $0.280, and $0.265 for the period ended June 30, 2015, December 31, 2014 and June 30, 2014, respectively | (14,820) | (14,820) | ||||
Common stock issued at $34.32, $0, $35.87 per share for stock bonus for the period ended June 30, 2015, December 31, 2014 and June 30, 2014 | 552 | 552 | ||||
Common stock issued (in shares) | 16 | |||||
Balance at Jun. 30, 2015 | $ 871,340 | $ 493 | $ 229,279 | $ 665,914 | $ (15,882) | $ (8,464) |
Balance (in shares) at Jun. 30, 2015 | 49,121 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | |
Statement of Stockholders' Equity [Abstract] | |||
Cash dividends declared per common share (in dollars per share) | $ 0.3 | $ 0.280 | $ 0.265 |
Common stock issued per share for stock bonus (in dollars per share) | $ 34.32 | $ 0 | $ 35.87 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities | ||
Net income | $ 31,560 | $ 32,538 |
Adjustments to reconcile net income to net cash provided by and used in operating activities: | ||
Gain on sale of assets | (31) | (319) |
Depreciation and amortization | 14,716 | 14,785 |
Gain on contingent consideration adjustment | (245) | 0 |
Deferred income taxes | 2,286 | 43 |
Noncash compensation related to stock plans | 6,588 | 6,201 |
Excess tax benefit of options exercised and restricted stock units vested | (60) | (14) |
Provision for doubtful accounts | 17 | 141 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Trade accounts receivable | (50,480) | (47,732) |
Inventories | 2,092 | (21,597) |
Trade accounts payable | 4,651 | (7,138) |
Income taxes payable | 9,363 | 8,170 |
Accrued profit sharing trust contributions | (2,211) | (2,367) |
Accrued cash profit sharing and commissions | 7,705 | 6,157 |
Other current assets | 1,009 | (2,294) |
Accrued liabilities | (3,499) | 1,800 |
Long-term liabilities | (269) | 2,608 |
Accrued workers’ compensation | 356 | (162) |
Other noncurrent assets | 1,204 | (318) |
Net cash provided by (used in) operating activities | 24,752 | (9,498) |
Cash flows from investing activities | ||
Capital expenditures | (13,534) | (9,298) |
Asset acquisitions, net of cash acquired | (779) | 0 |
Proceeds from sale of property and equipment | 113 | 565 |
Loan made to customer | 0 | (281) |
Loan repayment by customer | 243 | 4 |
Net cash used in investing activities | (13,957) | (9,010) |
Cash flows from financing activities | ||
Deferred and contingent consideration paid for asset acquisition | (1,177) | (1,293) |
Repayment of debt and line of credit borrowings | (17) | (41) |
Repurchase of common stock | (8,464) | 0 |
Issuance of common stock | 5,576 | 2,626 |
Excess tax benefit of options exercised and restricted stock units vested | 60 | 14 |
Dividends paid | (13,768) | (12,207) |
Net cash used in financing activities | (17,790) | (10,901) |
Effect of exchange rate changes on cash and cash equivalents | (4,700) | (603) |
Net decrease in cash and cash equivalents | (11,695) | (30,012) |
Cash and cash equivalents at beginning of period | 260,307 | 251,208 |
Cash and cash equivalents at end of period | 248,612 | 221,196 |
Noncash activity during the period | ||
Noncash capital expenditures | 0 | 672 |
Dividends declared but not paid | 7,896 | 6,853 |
Issuance of Company’s common stock for compensation | $ 552 | $ 402 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Principles of Consolidation The condensed consolidated financial statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries (the “Company”). There were no investments in affiliates that would be considered variable interest entities. All significant intercompany transactions have been eliminated. Interim Period Reporting The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These interim statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 . The unaudited quarterly condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial information set forth therein, in accordance with GAAP. The year-end condensed consolidated balance sheet data were derived from audited financial statements, but do not include all disclosures required by GAAP. The Company’s quarterly results fluctuate. As a result, the Company believes the results of operations for the interim period presented are not necessarily indicative of the results to be expected for any future 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 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 first quarter of 2014 or any prior period's financial statements. While the adjustment was not material to the first quarter of 2014 or any period’s financial statements prior to the first quarter of 2014, such adjustment does affect certain line items for the six-month period ended June 30, 2014. Revenue Recognition The Company recognizes revenue when the earnings process is complete, net of applicable provision for discounts, returns and incentives, whether actual or estimated, based on the Company’s experience. This generally occurs when products are shipped to the customer in accordance with the sales agreement or purchase order, ownership and risk of loss pass to the customer, collectability is reasonably assured and pricing is fixed or determinable. The Company’s general shipping terms are F.O.B. shipping point, and title is transferred and revenue is recognized when the products are shipped to customers. When the Company sells F.O.B. destination point, title is transferred and the Company recognizes revenue on delivery or customer acceptance, depending on terms of the sales agreement. Service sales, representing after-market repair and maintenance, engineering activities and software license sales and services, though significantly less than 1% of net sales and not material to the condensed consolidated financial statements, are recognized as the services are completed or the software products and services are delivered. If actual costs of sales returns, incentives and discounts were to significantly exceed the recorded estimated allowance, the Company’s sales would be adversely affected. Net Earnings Per Common Share Basic earnings per common share are computed based on the weighted-average number of common shares outstanding. Potentially dilutive securities, using the treasury stock method, are included in the diluted per-share calculations for all periods when the effect of their inclusion is dilutive. The following is a reconciliation of basic earnings per common share to diluted earnings per share: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share amounts) 2015 2014 2015 2014 Net income available to common stockholders $ 21,509 $ 20,451 $ 31,560 $ 32,538 Basic weighted-average shares outstanding 49,254 49,011 49,236 48,955 Dilutive effect of potential common stock equivalents — stock options and restricted stock units 219 216 209 191 Diluted weighted-average shares outstanding 49,473 49,227 49,445 49,146 Earnings per common share: Basic $ 0.44 $ 0.42 $ 0.64 $ 0.66 Diluted $ 0.43 $ 0.42 $ 0.64 $ 0.66 Potentially dilutive securities excluded from earnings per diluted share because — — — — 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 “Original 2011 Plan”). The Company's stockholders approved on April 21, 2015, and the Company adopted, the amended and restated Simpson Manufacturing Co., Inc. 2011 Incentive Plan (the "2011 Plan"), which amended and restated in its entirety, and incorporated and superseded, the Original 2011 Plan. The Original 2011 Plan amended and restated in their entirety, and incorporated and superseded, both the Simpson Manufacturing Co., Inc. 1994 Stock Option Plan (the “1994 Plan”), which was principally for the Company’s employees, and the Simpson Manufacturing Co., Inc. 1995 Independent Director Stock Option Plan (the “1995 Plan”), which was for the Company's directors who are not employees. Options previously granted under the 1994 Plan or the 1995 Plan were not affected by the adoption of the Original 2011 Plan or the 2011 Plan and continue to be governed by the 1994 Plan or the 1995 Plan, respectively. Under the 1994 Plan, the Company could grant incentive stock options and non-qualified stock options. The Company, however, granted only non-qualified stock options under both the 1994 Plan and the 1995 Plan. The Company generally granted options under each of the 1994 Plan and the 1995 Plan once each year. The exercise price per share of each option granted under the 1994 Plan equaled the closing market price per share of the Company’s common stock as reported by the New York Stock Exchange on the day preceding the day that the Compensation and Leadership Development Committee of the Company’s Board of Directors met to approve the grant of the options. The exercise price per share under each option granted under the 1995 Plan was at the fair market value on the date specified in the 1995 Plan. Options vest and expire according to terms established at the grant date. Options granted under the 1994 Plan typically vest evenly over the requisite service period of four years and have a term of seven years. The vesting of options granted under the 1994 Plan will be accelerated if the grantee ceases to be employed by the Company after reaching age 60 or if there is a change in control of the Company. Options granted under the 1995 Plan were fully vested on the date of grant. Shares of common stock issued on exercise of stock options under the 1994 Plan and the 1995 Plan are registered under the Securities Act of 1933. Under the 2011 Plan, the Company may grant incentive stock options, non-qualified stock options, restricted stock and restricted stock units, although the Company currently intends to award primarily restricted stock units and to a lesser extent, if at all, non-qualified stock options. The Company has not awarded, and does not currently intend to award, incentive stock options or restricted stock. Under the 2011 Plan, no more than 16.3 million shares of the Company’s common stock may be issued (including shares already issued) pursuant to all awards under the 2011 Plan, including on exercise of options previously granted under the 1994 Plan and the 1995 Plan. Shares of common stock to be issued pursuant to the 2011 Plan are registered under the Securities Act of 1933. The following table represents the Company’s stock option and restricted stock unit activity for the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2015 2014 2015 2014 Stock-based compensation expense recognized in operating expenses $ 2,991 $ 3,264 $ 6,075 $ 5,740 Less: Tax benefit of stock-based compensation expense in provision for income taxes 1,082 1,163 2,139 2,073 Stock-based compensation expense, net of tax $ 1,909 $ 2,101 $ 3,936 $ 3,667 Fair value of shares vested $ 3,211 $ 3,312 $ 5,995 $ 5,691 Proceeds to the Company from the exercise of stock-based compensation $ 92 $ 857 $ 5,576 $ 2,626 Tax effect from the exercise of stock-based compensation, including shortfall tax benefits $ (2 ) $ (51 ) $ (186 ) $ (186 ) At June 30, (in thousands) 2015 2014 Stock-based compensation cost capitalized in inventory $ 500 $ 508 The amounts included in cost of sales, research and development and other engineering, selling, or general and administrative expense depend on the job functions performed by the employees to whom the stock options and restricted stock units were awarded. The assumptions used to calculate the fair value of stock options granted or restricted stock units awarded are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience. Fair Value of Financial Instruments The “Fair Value Measurements and Disclosures” topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company’s investments consisted of only United States Treasury securities and money market funds, which are the Company’s primary financial instruments, maintained in cash equivalents and carried at cost, approximating fair value, based on Level 1 inputs. The balances of the Company’s primary financial instruments were as follows: At June 30, At December 31, (in thousands) 2015 2014 2014 Financial instruments $ 92,875 $ 96,996 $ 99,024 The carrying amounts of trade accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. Income Taxes The Company uses an estimated annual effective tax rate to measure the tax benefit or tax expense recognized in each interim period. The effective tax rate was higher in the second quarter and first half of 2015 than in the second quarter and first half of 2014 , primarily due to $2.0 million in year to date operating losses, mostly occurring in the Asia/Pacific segment, for which no tax benefit was recorded. The following table presents the Company’s effective tax rates and income tax expense for the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, (in thousands, except percentages) 2015 2014 2015 2014 Effective tax rate 38.5 % 36.3 % 38.4 % 37.2 % Provision for income taxes $ 13,446 $ 11,667 $ 19,637 $ 19,271 Acquisitions In the first quarter of 2015, the Company paid $0.7 million in deferred consideration and $0.3 million in contingent consideration related to the Company's 2012 acquisition of S&P Clever Reinforcement Company AG and S&P Clever International AG (collectively, “S&P Clever”) and paid $0.2 million in contingent consideration related to the Company's 2013 acquisition of Bierbach GmbH & Co. KG. Under the business combinations topic of the FASB ASC, the Company accounts for acquisitions as business combinations and ascribes acquisition-date fair values to the acquired assets and assumed liabilities. Provisional fair value measurements are made at the time of the acquisitions. Adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date, as information necessary to complete the analysis is obtained. Fair value of intangible assets are based on Level 3 inputs. Sales Office Closing During the first quarter of 2015, the Company committed to a plan to close its sales offices located in China, Thailand and Dubai, as well as to reduce its selling activities in Hong Kong, due to continued losses in the region. The closures are expected to be substantially completed by December 2015. As a result, the Company recorded employee severance obligation expenses of $1.4 million, with most of the amount paid by the Company in April 2015 and June 2015. Most of the severance obligation expense was charged to operating expenses, with less than $0.1 million recorded to cost of sales. The following table provides a rollforward of the liability balance for these costs incurred as of June 30, 2015: In thousands Employee Severance Obligation Other Associated Costs Total Balance at March 31, 2015 $ 796 $ 85 $ 881 Charges 562 461 1,023 Cash payments (1,123 ) (70 ) (1,193 ) Balance at June 30, 2015 $ 235 $ 476 $ 711 Until the office closings are finalized, estimated additional severance expense, retention bonuses and professional fees of $1.1 million will be recorded as commitment requirements are met or services are received. The estimated costs disclosed are based on a number of assumptions, and actual results could materially differ. All of the office locations that are being closed are leased, with remaining future minimum lease obligations of $1.0 million, and will continue to be occupied while the Company considers options for early termination of the leases. If the Company terminates a lease early with no sub-lease or concessions received from the landlord and the location is no longer in use, the remaining obligation will be determined and expensed at that time. As of June 30, 2015, remaining long-lived assets were $0.1 million, consisting mostly of office equipment and vehicles, which will either be sold or depreciated on an accelerated basis to their salvage value. Total accelerated depreciation expense of $0.2 million was recorded in the first half of 2015, nearly all as operating expenses. Recently Issued Accounting Standards There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s consolidated financial statements, from those disclosed in the Company’s 2014 Annual Report on Form 10-K, except for the following: In July 2015, the FASB issued Accounting Standards Update No. 2015-11, (Topic 330), Simplifying the Measurement of Inventory (“ASU 2015-11”). The objective is to reduce the complexity related to inventory subsequent measurement and disclosure requirements. ASU 2015-11 amendments do not apply to inventory that is measured using last-in, first-out or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out or average cost. Inventory within the scope of the new guidance should be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments more closely align with the measurement of inventory in International Financial Reporting Standards. ASU 2015-11 will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in ASU 2015-11 should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently assessing the effect (if any) that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosure. In April 2015, the FASB issued Accounting Standards Update No. 2015-05 (Subtopic 340-40), Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (“ASU 2015-05"). The guidance in this Subtopic applies only to internal-use software that a customer obtains access to in a hosting arrangement. The amendments provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. With an election to adopt prospectively or retrospectively, this ASU will be effective for annual periods beginning after December 15, 2015. The Company does not believe ASU 2015-11 will have a material effect on its consolidated financial statements and footnote disclosures. Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants and the Securities and Exchange Commission did not or is not expected to have a material effect on the Company’s consolidated financial statements. |
Trade Accounts Receivable, Net
Trade Accounts Receivable, Net | 6 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
Trade Accounts Receivable, Net | Trade Accounts Receivable, Net Trade accounts receivable consisted of the following: At June 30, At December 31, (in thousands) 2015 2014 2014 Trade accounts receivable $ 144,935 $ 141,565 $ 95,033 Allowance for doubtful accounts (829 ) (936 ) (929 ) Allowance for sales discounts and returns (3,161 ) (2,826 ) (2,089 ) $ 140,945 $ 137,803 $ 92,015 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: At June 30, At December 31, (in thousands) 2015 2014 2014 Raw materials $ 92,101 $ 90,541 $ 97,732 In-process products 20,606 20,810 19,496 Finished products 99,586 107,685 99,317 $ 212,293 $ 219,036 $ 216,545 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, net, consisted of the following: At June 30, At December 31, (in thousands) 2015 2014 2014 Land $ 29,097 $ 30,242 $ 29,390 Buildings and site improvements 173,070 177,604 175,058 Leasehold improvements 5,616 5,531 5,602 Machinery, equipment, and software 228,813 232,479 228,440 436,596 445,856 438,490 Less accumulated depreciation and amortization (252,479 ) (245,806 ) (245,383 ) 184,117 200,050 193,107 Capital projects in progress 22,720 6,513 13,920 $ 206,837 $ 206,563 $ 207,027 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net Goodwill was as follows: At June 30, At December 31, (in thousands) 2015 2014 2014 North America $ 84,311 $ 84,806 $ 84,526 Europe 39,049 42,632 37,788 Asia/Pacific 1,467 1,793 1,567 Total $ 124,827 $ 129,231 $ 123,881 Amortizable and indefinite-lived intangible assets, net, were as follows: At June 30, 2015 Gross Net Carrying Accumulated Carrying (in thousands) Amount Amortization Amount North America $ 29,426 $ (16,351 ) $ 13,075 Europe 30,701 (13,033 ) 17,668 Total $ 60,127 $ (29,384 ) $ 30,743 At June 30, 2014 Gross Net (in thousands) Carrying Amount Accumulated Amortization Carrying Amount North America $ 34,514 $ (17,929 ) $ 16,585 Europe 33,202 (11,731 ) 21,471 Total $ 67,716 $ (29,660 ) $ 38,056 At December 31, 2014 Gross Net (in thousands) Carrying Amount Accumulated Amortization Carrying Amount North America $ 29,455 $ (14,719 ) $ 14,736 Europe 29,419 (11,568 ) 17,851 Total $ 58,874 $ (26,287 ) $ 32,587 Intangible assets consist of definite-lived and indefinite-lived assets. Definite-lived intangible assets include customer relationships, patents, unpatented technology and non-compete agreements. Amortization expense for definite-lived intangible assets during the three months ended June 30, 2015 and 2014 , totaled $1.5 million and $1.5 million , respectively, and during the six months ended June 30, 2015 and 2014, totaled $3.1 million and $3.7 million , respectively. Indefinite-lived intangible assets include an in-process research and development asset and a trade name totaling $2.2 million , $2.3 million and $2.1 million at June 30, 2015 , June 30, 2014 and December 31, 2014 , respectively. At June 30, 2015 , estimated future amortization of definite-lived intangible assets was as follows: (in thousands) Remaining six months of 2015 $ 3,070 2016 5,957 2017 4,263 2018 3,315 2019 3,286 2020 3,257 Thereafter 5,365 $ 28,513 The changes in the carrying amount of goodwill and intangible assets for the six months ended June 30, 2015 , were as follows: Intangible (in thousands) Goodwill Assets Balance at December 31, 2014 $ 123,881 $ 32,587 Acquisitions 556 653 Amortization — (3,096 ) Foreign exchange 390 599 Balance at June 30, 2015 $ 124,827 $ 30,743 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015 , was $304.4 million , including revolving credit lines and an irrevocable standby letter of credit in support of various insurance deductibles. The Company’s primary credit facility is a revolving line of credit with $300.0 million in available credit. This credit facility will expire in July 2017. Amounts borrowed under this credit facility will bear interest at an annual rate equal to either, at the Company’s option, (a) the rate for Eurocurrency deposits for the corresponding deposits of U.S. dollars appearing on Reuters LIBOR1screen page (the “LIBOR Rate”), adjusted for any reserve requirement in effect, plus a spread of 0.60% to 1.45% , determined quarterly based on the Company’s leverage ratio (at June 30, 2015 , the LIBOR Rate was 0.19% ), or (b) a base rate , plus a spread of 0.00% to 0.45% , determined quarterly based on the Company’s leverage ratio. The base rate is defined in a manner such that it will not be less than the LIBOR Rate. The Company will pay fees for standby letters of credit at an annual rate equal to the LIBOR Rate plus the applicable spread described above, and will pay market-based fees for commercial letters of credit. The Company is required to pay an annual facility fee of 0.15% to 0.30% of the available commitments under the credit agreement, regardless of usage, with the applicable fee determined on a quarterly basis based on the Company’s leverage ratio. The Company’s unused borrowing capacity under other revolving credit lines and a term note totaled $4.4 million at June 30, 2015 . The other revolving credit lines and term note charge interest ranging from 0.79% to 7.25% , have maturity dates from December 2015 to July 2017, and had outstanding balances of $62 thousand and $18 thousand at June 30, 2014 , and December 31, 2014 , respectively, and no outstanding balances at June 30, 2015. The Company was in compliance with its financial covenants at June 30, 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. The resolution of claims and litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows and results of operations. Pending Claims The following lawsuits, which all alleged premature corrosion of the Company’s strap tie holdown products in a housing development known as Ocean Pointe in Honolulu, Hawaii, have been resolved by means of a written settlement agreement (the “Settlement”): 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,” and collectively, the “Cases”). Cases 1 and 4 were homeowner class actions consolidated for all purposes. The Hawaii First District Circuit Court had previously granted the Company summary judgment on all claims asserted by the plaintiff homeowners against the Company in Cases 1 and 4. The Court further granted the Company summary judgment on various claims and cross-claims asserted by the housing developer and sub-contractor defendants against the Company. The only claim remaining against the Company in any of the Cases, which was asserted by the developer and sub-contractor defendants for alleged negligent misrepresentation, was resolved pursuant to the Settlement without adjudication or any admission of liability by the Company. The Settlement may not be used as evidence of liability against any party. The Court granted final approval of the Settlement on June 19, 2015, and the Cases will be dismissed in due course. The Company incurred no uninsured liability to the homeowner plaintiffs, or to the developer or sub-contractor defendants, in connection with the Cases or the Settlement. The following insurance coverage lawsuits related to the above-referenced Cases have also been resolved through settlement: National Union Fire Insurance Company of Pittsburgh, PA v. Simpson Manufacturing Company, Inc., et al., Civil No. 11-00254 ACK (the " National Union Action"); Fireman’s Fund Insurance Company v. Hartford Fire Insurance Company , Civil No. 11 1789 SBA (the “ Fireman’s Fund Action”); and Simpson Manufacturing Company, Inc, et al. v. National Union Fire Insurance Company, et al. , Case No. CGC-11-516046 (collectively the “Insurance Coverage Cases”). These Insurance Coverage Cases will be dismissed in due course after the Company’s insurance companies make agreed contributions to the above-referenced Settlement. The Company incurred no liability in connection with the Insurance Coverage Cases. 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. The Plaintiffs continue to prosecute their claims against the developer of their properties, and on April 1, 2015, filed a motion to seek certification to proceed on behalf of a class of homeowner plaintiffs. As a result of the Court's prior rulings, there are currently no claims pending against the Company. 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, labeling defects, adulteration, environmental conditions, or other factors can contribute to failure of fasteners, connectors, anchors, adhesives, specialty chemicals, such as fiber reinforced polymers, and tool products. 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. |
Stock-Based Incentive Plans
Stock-Based Incentive Plans | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Incentive Plans | Stock-Based Incentive Plans The Company currently has one stock-based incentive plan, which incorporates and supersedes its two previous plans (see Note 1 “Basis of Presentation — Accounting for Stock-Based Compensation” ). Participants are granted stock-based awards only if the applicable Company-wide or profit-center operating goals, or both, established by the Compensation and Leadership Development Committee of the Board of Directors at the beginning of the year, are met. Certain participants may have additional goals based on strategic initiatives of the Company. The fair value of each restricted stock unit award is estimated on the date of the award, based on the closing market price of the underlying stock on the day preceding the date of the award. On February 2, 2015, 330,497 restricted stock units were awarded to employees and 8,550 were awarded to the Company’s non-employee directors, at an estimated value of $32.64 per share, based on the closing price on January 30, 2015 . The restrictions on these awards generally lapse one quarter on the date of the award and one quarter on each of the first, second and third anniversaries of the date of the award. On April 21, 2015, 1,950 restricted stock units were awarded to each of the Company’s six non-employee directors at an estimated value of $36.33 per share based on the closing price on April 20, 2015. Restrictions on 100% of such restricted stock units lapsed on the award date. The following table summarizes the Company’s unvested restricted stock unit activity for the six months ended June 30, 2015 : Shares Weighted- Average Price Aggregate Intrinsic Value * Unvested Restricted Stock Units (RSUs) (in thousands) (in thousands) Outstanding at January 1, 2015 504 $ 31.67 Awarded 351 Vested (315 ) Forfeited (3 ) Outstanding at June 30, 2015 537 $ 31.56 $ 18,252 Outstanding and expected to vest at June 30, 2015 525 $ 31.56 $ 17,840 * The intrinsic value is calculated using the closing price per share of $34.00 as reported by the New York Stock Exchange on June 30, 2015 . Based on the market value on the award date, the total intrinsic value of vested restricted stock units during the six -month periods ended June 30, 2015 and 2014 , was $10.1 million and $8.0 million , respectively. No stock options were granted in 2014 or in the first six months of 2015 . As of June 30, 2015, there were no options outstanding and expected to vest stock. The following table summarizes the Company’s stock option activity for the six months ended June 30, 2015 : Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life Aggregate Intrinsic Value * Non-Qualified Stock Options (in thousands) (in years) (in thousands) Outstanding at January 1, 2015 855 $ 29.48 Exercised (189 ) Forfeited (2 ) Outstanding and exercisable at June 30, 2015 664 $ 29.50 2.6 $ 2,987 * The intrinsic value represents the amount, if any, by which the fair market value of the underlying common stock exceeds the exercise price of the stock option, using the closing price per share of $ 34.00 as reported by the New York Stock Exchange on June 30, 2015 . The total intrinsic value of stock options exercised during the six -month periods ended June 30, 2015 and 2014 , was $1.2 million and $0.5 million , respectively. As of January 1, 2015, there were 99 thousand unvested stock options with a weighted average grant-date fair value of $10.33 per share. These stock options vested in the first quarter of 2015 and, as of June 30, 2015, the Company had no unvested stock options. As of June 30, 2015 , $20.2 million of total unrecognized compensation cost was related to unvested stock-based compensation arrangements under the 2011 Incentive Plan for awards made through February 2015 and those expected to be made through February 2016. The portions of this cost related to restricted stock units awarded through February 2015 are expected to be recognized over a weighted-average period of 2.1 years. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company is organized into three reportable segments. The segments are defined by the regions where the Company’s products are manufactured, marketed and distributed to the Company’s customers. The three regional segments are the North America segment, comprising primarily the United States and Canada, the Europe segment, comprising continental Europe and the United Kingdom, and the Asia/Pacific segment, comprising the Company’s operations in China, Hong Kong, the South Pacific and the Middle East. These segments are similar in several ways, including the types of materials, the production processes, the distribution channels and the product applications. The Company’s measure of profit or loss for its reportable segments is income (loss) from operations. The reconciling amount between consolidated income before tax and consolidated income from operations is interest income, which is primarily attributed to Administrative and All Other. The following tables illustrate certain measurements used by management to assess the performance as of or for the following periods: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2015 2014 2015 2014 Net Sales North America $ 183,381 $ 168,600 $ 333,705 $ 305,482 Europe 30,627 35,041 53,414 62,688 Asia/Pacific 2,657 4,269 6,037 8,028 Total $ 216,665 $ 207,910 $ 393,156 $ 376,198 Sales to Other Segments* North America $ 720 $ 963 $ 1,604 $ 2,093 Europe 92 160 391 626 Asia/Pacific 5,820 4,256 10,664 7,328 Total $ 6,632 $ 5,379 $ 12,659 $ 10,047 Income (Loss) from Operations North America $ 35,249 $ 30,123 $ 55,715 $ 52,685 Europe 3,328 3,755 1,696 2,836 Asia/Pacific (1,371 ) (484 ) (2,174 ) (1,636 ) Administrative and all other (2,197 ) (1,261 ) (3,951 ) (2,147 ) Total $ 35,009 $ 32,133 $ 51,286 $ 51,738 * The sales to other segments are eliminated in consolidation. At At June 30, December 31, (in thousands) 2015 2014 2014 Total Assets North America $ 716,222 $ 659,307 $ 679,844 Europe 177,227 205,570 180,005 Asia/Pacific 27,517 29,868 29,552 Administrative and all other 74,891 88,589 83,664 Total $ 995,857 $ 983,334 $ 973,065 Cash collected by the Company’s United States subsidiaries is routinely transferred into the Company’s cash management accounts and, therefore, has been included in the total assets of “Administrative and all other.” Cash and cash equivalent balances in the “Administrative and all other” segment were $165.0 million , $131.6 million , and $167.4 million , as of June 30, 2015 and 2014 , and December 31, 2014 , respectively. The following table illustrates the distribution of the Company’s net sales by product group for the following periods: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2015 2014 2015 2014 Wood Construction Products $ 184,133 $ 176,363 $ 335,512 $ 321,042 Concrete Construction Products 32,375 31,493 57,385 55,031 Other 157 54 259 125 Total $ 216,665 $ 207,910 $ 393,156 $ 376,198 Wood construction products include connectors, truss plates, fastening systems, fasteners and pre-fabricated shearwalls and are used for connecting and strengthening wood-based construction primarily in the residential construction market. Concrete construction products include adhesives, chemicals, mechanical anchors, carbide drill bits, powder actuated tools and fiber reinforcing materials and are used for restoration, protection or strengthening concrete, masonry and steel construction in residential, industrial, commercial and infrastructure construction. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In July 2015, the Company’s Board of Directors declared a cash dividend of $0.16 per share, estimated to total $7.9 million , to be paid on October 22, 2015 , to stockholders of record on October 1, 2015 . |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries (the “Company”). There were no investments in affiliates that would be considered variable interest entities. All significant intercompany transactions have been eliminated. |
Interim Period Reporting | Interim Period Reporting The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These interim statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 . The unaudited quarterly condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial information set forth therein, in accordance with GAAP. The year-end condensed consolidated balance sheet data were derived from audited financial statements, but do not include all disclosures required by GAAP. The Company’s quarterly results fluctuate. As a result, the Company believes the results of operations for the interim period presented are not necessarily indicative of the results to be expected for any future period. |
Out-of-Period Adjustment | Out-of-Period Adjustment In the first quarter of 2014, the Company recorded an out-of-period adjustment, which increased gross profit, income from operations and net income by $2.3 million, $2.0 million and $1.3 million, respectively. The adjustment resulted from an over-statement of prior periods' workers compensation expense, net of cash profit sharing expense, and was not material to the first quarter of 2014 or any prior period's financial statements. While the adjustment was not material to the first quarter of 2014 or any period’s financial statements prior to the first quarter of 2014, such adjustment does affect certain line items for the six-month period ended June 30, 2014. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when the earnings process is complete, net of applicable provision for discounts, returns and incentives, whether actual or estimated, based on the Company’s experience. This generally occurs when products are shipped to the customer in accordance with the sales agreement or purchase order, ownership and risk of loss pass to the customer, collectability is reasonably assured and pricing is fixed or determinable. The Company’s general shipping terms are F.O.B. shipping point, and title is transferred and revenue is recognized when the products are shipped to customers. When the Company sells F.O.B. destination point, title is transferred and the Company recognizes revenue on delivery or customer acceptance, depending on terms of the sales agreement. Service sales, representing after-market repair and maintenance, engineering activities and software license sales and services, though significantly less than 1% of net sales and not material to the condensed consolidated financial statements, are recognized as the services are completed or the software products and services are delivered. If actual costs of sales returns, incentives and discounts were to significantly exceed the recorded estimated allowance, the Company’s sales would be adversely affected. |
Net Earnings Per Common Share | Net Earnings Per Common Share Basic earnings per common share are computed based on the weighted-average number of common shares outstanding. Potentially dilutive securities, using the treasury stock method, are included in the diluted per-share calculations for all periods when the effect of their inclusion is dilutive. |
Accounting for Stock-Based Compensation | 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 “Original 2011 Plan”). The Company's stockholders approved on April 21, 2015, and the Company adopted, the amended and restated Simpson Manufacturing Co., Inc. 2011 Incentive Plan (the "2011 Plan"), which amended and restated in its entirety, and incorporated and superseded, the Original 2011 Plan. The Original 2011 Plan amended and restated in their entirety, and incorporated and superseded, both the Simpson Manufacturing Co., Inc. 1994 Stock Option Plan (the “1994 Plan”), which was principally for the Company’s employees, and the Simpson Manufacturing Co., Inc. 1995 Independent Director Stock Option Plan (the “1995 Plan”), which was for the Company's directors who are not employees. Options previously granted under the 1994 Plan or the 1995 Plan were not affected by the adoption of the Original 2011 Plan or the 2011 Plan and continue to be governed by the 1994 Plan or the 1995 Plan, respectively. Under the 1994 Plan, the Company could grant incentive stock options and non-qualified stock options. The Company, however, granted only non-qualified stock options under both the 1994 Plan and the 1995 Plan. The Company generally granted options under each of the 1994 Plan and the 1995 Plan once each year. The exercise price per share of each option granted under the 1994 Plan equaled the closing market price per share of the Company’s common stock as reported by the New York Stock Exchange on the day preceding the day that the Compensation and Leadership Development Committee of the Company’s Board of Directors met to approve the grant of the options. The exercise price per share under each option granted under the 1995 Plan was at the fair market value on the date specified in the 1995 Plan. Options vest and expire according to terms established at the grant date. Options granted under the 1994 Plan typically vest evenly over the requisite service period of four years and have a term of seven years. The vesting of options granted under the 1994 Plan will be accelerated if the grantee ceases to be employed by the Company after reaching age 60 or if there is a change in control of the Company. Options granted under the 1995 Plan were fully vested on the date of grant. Shares of common stock issued on exercise of stock options under the 1994 Plan and the 1995 Plan are registered under the Securities Act of 1933. Under the 2011 Plan, the Company may grant incentive stock options, non-qualified stock options, restricted stock and restricted stock units, although the Company currently intends to award primarily restricted stock units and to a lesser extent, if at all, non-qualified stock options. The Company has not awarded, and does not currently intend to award, incentive stock options or restricted stock. Under the 2011 Plan, no more than 16.3 million shares of the Company’s common stock may be issued (including shares already issued) pursuant to all awards under the 2011 Plan, including on exercise of options previously granted under the 1994 Plan and the 1995 Plan. Shares of common stock to be issued pursuant to the 2011 Plan are registered under the Securities Act of 1933. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The “Fair Value Measurements and Disclosures” topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company’s investments consisted of only United States Treasury securities and money market funds, which are the Company’s primary financial instruments, maintained in cash equivalents and carried at cost, approximating fair value, based on Level 1 inputs. |
Income Taxes | Income Taxes The Company uses an estimated annual effective tax rate to measure the tax benefit or tax expense recognized in each interim period. |
Acquisitions | Acquisitions In the first quarter of 2015, the Company paid $0.7 million in deferred consideration and $0.3 million in contingent consideration related to the Company's 2012 acquisition of S&P Clever Reinforcement Company AG and S&P Clever International AG (collectively, “S&P Clever”) and paid $0.2 million in contingent consideration related to the Company's 2013 acquisition of Bierbach GmbH & Co. KG. Under the business combinations topic of the FASB ASC, the Company accounts for acquisitions as business combinations and ascribes acquisition-date fair values to the acquired assets and assumed liabilities. Provisional fair value measurements are made at the time of the acquisitions. Adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date, as information necessary to complete the analysis is obtained. Fair value of intangible assets are based on Level 3 inputs. |
Sales Office Closing | Sales Office Closing During the first quarter of 2015, the Company committed to a plan to close its sales offices located in China, Thailand and Dubai, as well as to reduce its selling activities in Hong Kong, due to continued losses in the region. The closures are expected to be substantially completed by December 2015. As a result, the Company recorded employee severance obligation expenses of $1.4 million, with most of the amount paid by the Company in April 2015 and June 2015. Most of the severance obligation expense was charged to operating expenses, with less than $0.1 million recorded to cost of sales. The following table provides a rollforward of the liability balance for these costs incurred as of June 30, 2015: In thousands Employee Severance Obligation Other Associated Costs Total Balance at March 31, 2015 $ 796 $ 85 $ 881 Charges 562 461 1,023 Cash payments (1,123 ) (70 ) (1,193 ) Balance at June 30, 2015 $ 235 $ 476 $ 711 Until the office closings are finalized, estimated additional severance expense, retention bonuses and professional fees of $1.1 million will be recorded as commitment requirements are met or services are received. The estimated costs disclosed are based on a number of assumptions, and actual results could materially differ. All of the office locations that are being closed are leased, with remaining future minimum lease obligations of $1.0 million, and will continue to be occupied while the Company considers options for early termination of the leases. If the Company terminates a lease early with no sub-lease or concessions received from the landlord and the location is no longer in use, the remaining obligation will be determined and expensed at that time. As of June 30, 2015, remaining long-lived assets were $0.1 million, consisting mostly of office equipment and vehicles, which will either be sold or depreciated on an accelerated basis to their salvage value. Total accelerated depreciation expense of $0.2 million was recorded in the first half of 2015, nearly all as operating expenses. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s consolidated financial statements, from those disclosed in the Company’s 2014 Annual Report on Form 10-K, except for the following: In July 2015, the FASB issued Accounting Standards Update No. 2015-11, (Topic 330), Simplifying the Measurement of Inventory (“ASU 2015-11”). The objective is to reduce the complexity related to inventory subsequent measurement and disclosure requirements. ASU 2015-11 amendments do not apply to inventory that is measured using last-in, first-out or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out or average cost. Inventory within the scope of the new guidance should be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments more closely align with the measurement of inventory in International Financial Reporting Standards. ASU 2015-11 will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in ASU 2015-11 should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently assessing the effect (if any) that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosure. In April 2015, the FASB issued Accounting Standards Update No. 2015-05 (Subtopic 340-40), Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (“ASU 2015-05"). The guidance in this Subtopic applies only to internal-use software that a customer obtains access to in a hosting arrangement. The amendments provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. With an election to adopt prospectively or retrospectively, this ASU will be effective for annual periods beginning after December 15, 2015. The Company does not believe ASU 2015-11 will have a material effect on its consolidated financial statements and footnote disclosures. Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants and the Securities and Exchange Commission did not or is not expected to have a material effect on the Company’s consolidated financial statements. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reconciliation of basic earnings per share ("EPS") to diluted EPS | The following is a reconciliation of basic earnings per common share to diluted earnings per share: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share amounts) 2015 2014 2015 2014 Net income available to common stockholders $ 21,509 $ 20,451 $ 31,560 $ 32,538 Basic weighted-average shares outstanding 49,254 49,011 49,236 48,955 Dilutive effect of potential common stock equivalents — stock options and restricted stock units 219 216 209 191 Diluted weighted-average shares outstanding 49,473 49,227 49,445 49,146 Earnings per common share: Basic $ 0.44 $ 0.42 $ 0.64 $ 0.66 Diluted $ 0.43 $ 0.42 $ 0.64 $ 0.66 Potentially dilutive securities excluded from earnings per diluted share because — — — — |
Stock option and restricted stock unit activity of the entity | The following table represents the Company’s stock option and restricted stock unit activity for the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2015 2014 2015 2014 Stock-based compensation expense recognized in operating expenses $ 2,991 $ 3,264 $ 6,075 $ 5,740 Less: Tax benefit of stock-based compensation expense in provision for income taxes 1,082 1,163 2,139 2,073 Stock-based compensation expense, net of tax $ 1,909 $ 2,101 $ 3,936 $ 3,667 Fair value of shares vested $ 3,211 $ 3,312 $ 5,995 $ 5,691 Proceeds to the Company from the exercise of stock-based compensation $ 92 $ 857 $ 5,576 $ 2,626 Tax effect from the exercise of stock-based compensation, including shortfall tax benefits $ (2 ) $ (51 ) $ (186 ) $ (186 ) At June 30, (in thousands) 2015 2014 Stock-based compensation cost capitalized in inventory $ 500 $ 508 |
Summary of financial instruments | The balances of the Company’s primary financial instruments were as follows: At June 30, At December 31, (in thousands) 2015 2014 2014 Financial instruments $ 92,875 $ 96,996 $ 99,024 |
Schedule of effective tax rates and income tax expense | The following table presents the Company’s effective tax rates and income tax expense for the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, (in thousands, except percentages) 2015 2014 2015 2014 Effective tax rate 38.5 % 36.3 % 38.4 % 37.2 % Provision for income taxes $ 13,446 $ 11,667 $ 19,637 $ 19,271 |
Schedule of Restructuring Reserve by Type of Cost | The following table provides a rollforward of the liability balance for these costs incurred as of June 30, 2015: In thousands Employee Severance Obligation Other Associated Costs Total Balance at March 31, 2015 $ 796 $ 85 $ 881 Charges 562 461 1,023 Cash payments (1,123 ) (70 ) (1,193 ) Balance at June 30, 2015 $ 235 $ 476 $ 711 |
Trade Accounts Receivable, Net
Trade Accounts Receivable, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
Schedule of trade accounts receivable, net | Trade accounts receivable consisted of the following: At June 30, At December 31, (in thousands) 2015 2014 2014 Trade accounts receivable $ 144,935 $ 141,565 $ 95,033 Allowance for doubtful accounts (829 ) (936 ) (929 ) Allowance for sales discounts and returns (3,161 ) (2,826 ) (2,089 ) $ 140,945 $ 137,803 $ 92,015 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of carrying values of inventories | Inventories consisted of the following: At June 30, At December 31, (in thousands) 2015 2014 2014 Raw materials $ 92,101 $ 90,541 $ 97,732 In-process products 20,606 20,810 19,496 Finished products 99,586 107,685 99,317 $ 212,293 $ 219,036 $ 216,545 |
Property, Plant and Equipment23
Property, Plant and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant and equipment, net, consisted of the following: At June 30, At December 31, (in thousands) 2015 2014 2014 Land $ 29,097 $ 30,242 $ 29,390 Buildings and site improvements 173,070 177,604 175,058 Leasehold improvements 5,616 5,531 5,602 Machinery, equipment, and software 228,813 232,479 228,440 436,596 445,856 438,490 Less accumulated depreciation and amortization (252,479 ) (245,806 ) (245,383 ) 184,117 200,050 193,107 Capital projects in progress 22,720 6,513 13,920 $ 206,837 $ 206,563 $ 207,027 |
Goodwill and Intangible Asset24
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill, by segment | Goodwill was as follows: At June 30, At December 31, (in thousands) 2015 2014 2014 North America $ 84,311 $ 84,806 $ 84,526 Europe 39,049 42,632 37,788 Asia/Pacific 1,467 1,793 1,567 Total $ 124,827 $ 129,231 $ 123,881 |
Schedule of net intangible assets, by segment | Amortizable and indefinite-lived intangible assets, net, were as follows: At June 30, 2015 Gross Net Carrying Accumulated Carrying (in thousands) Amount Amortization Amount North America $ 29,426 $ (16,351 ) $ 13,075 Europe 30,701 (13,033 ) 17,668 Total $ 60,127 $ (29,384 ) $ 30,743 At June 30, 2014 Gross Net (in thousands) Carrying Amount Accumulated Amortization Carrying Amount North America $ 34,514 $ (17,929 ) $ 16,585 Europe 33,202 (11,731 ) 21,471 Total $ 67,716 $ (29,660 ) $ 38,056 At December 31, 2014 Gross Net (in thousands) Carrying Amount Accumulated Amortization Carrying Amount North America $ 29,455 $ (14,719 ) $ 14,736 Europe 29,419 (11,568 ) 17,851 Total $ 58,874 $ (26,287 ) $ 32,587 |
Schedule of estimated future amortization of intangible assets | At June 30, 2015 , estimated future amortization of definite-lived intangible assets was as follows: (in thousands) Remaining six months of 2015 $ 3,070 2016 5,957 2017 4,263 2018 3,315 2019 3,286 2020 3,257 Thereafter 5,365 $ 28,513 |
Changes in the carrying amount of goodwill and intangible assets | The changes in the carrying amount of goodwill and intangible assets for the six months ended June 30, 2015 , were as follows: Intangible (in thousands) Goodwill Assets Balance at December 31, 2014 $ 123,881 $ 32,587 Acquisitions 556 653 Amortization — (3,096 ) Foreign exchange 390 599 Balance at June 30, 2015 $ 124,827 $ 30,743 |
Stock-Based Incentive Plans (Ta
Stock-Based Incentive Plans (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Restricted Stock | |
Stock-Based Compensation | |
Schedule of unvested restricted stock unit activity | The following table summarizes the Company’s unvested restricted stock unit activity for the six months ended June 30, 2015 : Shares Weighted- Average Price Aggregate Intrinsic Value * Unvested Restricted Stock Units (RSUs) (in thousands) (in thousands) Outstanding at January 1, 2015 504 $ 31.67 Awarded 351 Vested (315 ) Forfeited (3 ) Outstanding at June 30, 2015 537 $ 31.56 $ 18,252 Outstanding and expected to vest at June 30, 2015 525 $ 31.56 $ 17,840 * The intrinsic value is calculated using the closing price per share of $34.00 as reported by the New York Stock Exchange on June 30, 2015 . |
Non-Qualified Stock Options | |
Stock-Based Compensation | |
Summary of stock option activity | The following table summarizes the Company’s stock option activity for the six months ended June 30, 2015 : Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life Aggregate Intrinsic Value * Non-Qualified Stock Options (in thousands) (in years) (in thousands) Outstanding at January 1, 2015 855 $ 29.48 Exercised (189 ) Forfeited (2 ) Outstanding and exercisable at June 30, 2015 664 $ 29.50 2.6 $ 2,987 * The intrinsic value represents the amount, if any, by which the fair market value of the underlying common stock exceeds the exercise price of the stock option, using the closing price per share of $ 34.00 as reported by the New York Stock Exchange on June 30, 2015 . |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of performance of reportable segments | The following tables illustrate certain measurements used by management to assess the performance as of or for the following periods: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2015 2014 2015 2014 Net Sales North America $ 183,381 $ 168,600 $ 333,705 $ 305,482 Europe 30,627 35,041 53,414 62,688 Asia/Pacific 2,657 4,269 6,037 8,028 Total $ 216,665 $ 207,910 $ 393,156 $ 376,198 Sales to Other Segments* North America $ 720 $ 963 $ 1,604 $ 2,093 Europe 92 160 391 626 Asia/Pacific 5,820 4,256 10,664 7,328 Total $ 6,632 $ 5,379 $ 12,659 $ 10,047 Income (Loss) from Operations North America $ 35,249 $ 30,123 $ 55,715 $ 52,685 Europe 3,328 3,755 1,696 2,836 Asia/Pacific (1,371 ) (484 ) (2,174 ) (1,636 ) Administrative and all other (2,197 ) (1,261 ) (3,951 ) (2,147 ) Total $ 35,009 $ 32,133 $ 51,286 $ 51,738 * The sales to other segments are eliminated in consolidation. At At June 30, December 31, (in thousands) 2015 2014 2014 Total Assets North America $ 716,222 $ 659,307 $ 679,844 Europe 177,227 205,570 180,005 Asia/Pacific 27,517 29,868 29,552 Administrative and all other 74,891 88,589 83,664 Total $ 995,857 $ 983,334 $ 973,065 |
Schedule of net sales distributed by product group | The following table illustrates the distribution of the Company’s net sales by product group for the following periods: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2015 2014 2015 2014 Wood Construction Products $ 184,133 $ 176,363 $ 335,512 $ 321,042 Concrete Construction Products 32,375 31,493 57,385 55,031 Other 157 54 259 125 Total $ 216,665 $ 207,910 $ 393,156 $ 376,198 |
Basis of Presentation Schedule
Basis of Presentation Schedule of Error Corrections and Prior Period Adjustment - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Gross profit | $ 98,318 | $ 95,917 | $ 175,816 | $ 173,680 | ||
Income from operations | 35,009 | 32,133 | 51,286 | 51,738 | ||
Net income | $ 21,509 | $ 20,451 | $ 31,560 | $ 30,993 | $ 32,538 | |
Restatement Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Gross profit | $ 2,300 | |||||
Income from operations | 2,000 | |||||
Net income | $ 1,300 |
Basis of Presentation Revenue f
Basis of Presentation Revenue from External Customers | 6 Months Ended |
Jun. 30, 2015 | |
Maximum | |
Revenue from External Customer [Line Items] | |
Service sales percentage of net sales | 1.00% |
Reconciliation of BEPS
Reconciliation of BEPS - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | |
Reconciliation of basic earnings per share ("EPS") to diluted EPS | |||||
Net income available to common stockholders | $ 21,509 | $ 20,451 | $ 31,560 | $ 30,993 | $ 32,538 |
Basic weighted-average shares outstanding | 49,254 | 49,011 | 49,236 | 48,955 | |
Dilutive effect of potential common stock equivalents — stock options and restricted stock units | 219 | 216 | 209 | 191 | |
Diluted weighted-average shares outstanding | 49,473 | 49,227 | 49,445 | 49,146 | |
Earnings per common share: | |||||
Basic (in dollars per share) | $ 0.44 | $ 0.42 | $ 0.64 | $ 0.66 | |
Diluted (in dollars per share) | $ 0.43 | $ 0.42 | $ 0.64 | $ 0.66 | |
Potentially dilutive securities excluded from earnings per diluted share because their effect is anti-dilutive | 0 | 0 | 0 | 0 |
Accounting for Stock-Based Comp
Accounting for Stock-Based Compensation - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Stock-Based Compensation | |||||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount | $ 2,000 | ||||
Stock-based compensation activity, including both continuing and discontinued operations | |||||
Stock-based compensation expense recognized in operating expenses | $ 2,991 | $ 3,264 | 6,075 | $ 5,740 | |
Less: Tax benefit of stock-based compensation expense in provision for income taxes | 1,082 | 1,163 | 2,139 | 2,073 | |
Stock-based compensation expense, net of tax | 1,909 | 2,101 | 3,936 | 3,667 | |
Fair value of shares vested | 3,211 | 3,312 | 5,995 | 5,691 | |
Proceeds to the Company from the exercise of stock-based compensation | 92 | 857 | 5,576 | 2,626 | |
Tax effect from the exercise of stock-based compensation, including shortfall tax benefits | (2) | (51) | (186) | (186) | |
Fair value of financial instruments | |||||
United States Treasury securities and money market funds included in cash equivalents | 92,875 | 96,996 | 92,875 | 96,996 | $ 99,024 |
Income Taxes | |||||
Income (Loss) from Operations | $ 35,009 | $ 32,133 | $ 51,286 | $ 51,738 | |
Effective tax rate (as a percent) | 38.50% | 36.30% | 38.40% | 37.20% | |
Provision for income taxes | $ 13,446 | $ 11,667 | $ 19,637 | $ 19,271 | |
Stock Compensation Plan | |||||
Stock-based compensation activity, including both continuing and discontinued operations | |||||
Stock-based compensation cost capitalized in inventory | $ 500 | $ 508 | $ 500 | $ 508 | |
1994 Plan | |||||
Stock-Based Compensation | |||||
Requisite service period for options to vest | 4 years | ||||
Expiration period for options granted | 7 years | ||||
Age after which vesting of options granted accelerates if the grantee ceases to be employed by the entity | 60 years | ||||
2011 Plan | |||||
Stock-Based Compensation | |||||
Maximum common stock shares that may be issued under plan | 16.3 | 16.3 |
Schedule of Business Acquisitio
Schedule of Business Acquisition - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Mar. 31, 2015 | Jun. 30, 2015 | |
Acquisitions | ||
Maximum period for payment for adjustments to provisional fair value measurements | 1 year | |
S&P Clever | ||
Acquisitions | ||
Deferred consideration payment | $ 0.7 | |
Contingent consideration payment | 0.3 | |
Bierbach GmbH & Co. KG. | ||
Acquisitions | ||
Contingent consideration payment | $ 0.2 |
Basis of Presentation Sales Off
Basis of Presentation Sales Office Closing (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Severance Costs | $ 1,400 | ||
Retention bonuses and professional fees | $ 1,100 | $ 1,100 | |
Future minimum lease obligations | 1,000 | ||
Long-lived asset to be disposed | 100 | ||
Accelerated depreciation expense | 200 | ||
Restructuring Reserve [Roll Forward] | |||
Balance at March 31, 2015 | 881 | ||
Restructuring Charges | 1,023 | ||
Payments for Restructuring | (1,193) | ||
Balance at June 30, 2015 | 711 | 881 | 711 |
Employee Severance Obligation | |||
Restructuring Reserve [Roll Forward] | |||
Balance at March 31, 2015 | 796 | ||
Restructuring Charges | 562 | ||
Payments for Restructuring | (1,123) | ||
Balance at June 30, 2015 | 235 | 796 | 235 |
Other Associated Costs | |||
Restructuring Reserve [Roll Forward] | |||
Balance at March 31, 2015 | 85 | ||
Restructuring Charges | 461 | ||
Payments for Restructuring | (70) | ||
Balance at June 30, 2015 | $ 476 | 85 | $ 476 |
Cost of Sales | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance Costs | $ 100 |
Trade Accounts Receivable, Ne33
Trade Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 |
Receivables [Abstract] | |||
Trade accounts receivable | $ 144,935 | $ 95,033 | $ 141,565 |
Allowance for doubtful accounts | (829) | (929) | (936) |
Allowance for sales discounts and returns | (3,161) | (2,089) | (2,826) |
Trade accounts receivable, net | $ 140,945 | $ 92,015 | $ 137,803 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 92,101 | $ 97,732 | $ 90,541 |
In-process products | 20,606 | 19,496 | 20,810 |
Finished products | 99,586 | 99,317 | 107,685 |
Total inventories | $ 212,293 | $ 216,545 | $ 219,036 |
Property, Plant and Equipment35
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 |
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 436,596 | $ 438,490 | $ 445,856 |
Less accumulated depreciation and amortization | (252,479) | (245,383) | (245,806) |
Property, plant and equipment excluding capital projects in progress, net | 184,117 | 193,107 | 200,050 |
Capital projects in progress | 22,720 | 13,920 | 6,513 |
Property, plant and equipment, net | 206,837 | 207,027 | 206,563 |
Land | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | 29,097 | 29,390 | 30,242 |
Buildings and site improvements | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | 173,070 | 175,058 | 177,604 |
Leasehold improvements | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | 5,616 | 5,602 | 5,531 |
Machinery, equipment, and software | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 228,813 | $ 228,440 | $ 232,479 |
Goodwill and Intangible Asset36
Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 |
Carrying amount of goodwill by reportable segment | |||
Goodwill | $ 124,827 | $ 123,881 | $ 129,231 |
North America | |||
Carrying amount of goodwill by reportable segment | |||
Goodwill | 84,311 | 84,526 | 84,806 |
Europe | |||
Carrying amount of goodwill by reportable segment | |||
Goodwill | 39,049 | 37,788 | 42,632 |
Asia/Pacific | |||
Carrying amount of goodwill by reportable segment | |||
Goodwill | $ 1,467 | $ 1,567 | $ 1,793 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets, Net (Details 2) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 |
Changes in gross carrying amount of finite-lived intangible assets | |||
Finite-Lived Intangible Assets, Gross | $ 60,127 | $ 58,874 | $ 67,716 |
Accumulated Amortization | (29,384) | (26,287) | (29,660) |
Net Carrying Amount | 30,743 | 32,587 | 38,056 |
Estimated future amortization of intangible assets | |||
Remaining six months of 2015 | 3,070 | ||
2,016 | 5,957 | ||
2,017 | 4,263 | ||
2,018 | 3,315 | ||
2,019 | 3,286 | ||
2,020 | 3,257 | ||
Thereafter | 5,365 | ||
Total | 28,513 | ||
North America | |||
Changes in gross carrying amount of finite-lived intangible assets | |||
Finite-Lived Intangible Assets, Gross | 29,426 | 29,455 | 34,514 |
Accumulated Amortization | (16,351) | (14,719) | (17,929) |
Net Carrying Amount | 13,075 | 14,736 | 16,585 |
Europe | |||
Changes in gross carrying amount of finite-lived intangible assets | |||
Finite-Lived Intangible Assets, Gross | 30,701 | 29,419 | 33,202 |
Accumulated Amortization | (13,033) | (11,568) | (11,731) |
Net Carrying Amount | $ 17,668 | $ 17,851 | $ 21,471 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets, Net Goodwill and Intangible Assets, Indefinite-lived intangibles - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Indefinite-lived Intangible Assets [Line Items] | |||||
Amortization of intangibles | $ 1,500 | $ 1,500 | $ 3,096 | $ 3,700 | |
In-Process Research and Development and Trade Name | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets | $ 2,200 | $ 2,300 | $ 2,200 | $ 2,300 | $ 2,100 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets, Net (Details 4) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Changes in the carrying amount of goodwill | ||||
Balance at the beginning of the period | $ 123,881 | |||
Acquisitions | 556 | |||
Foreign exchange | 390 | |||
Balance at the end of the period | $ 124,827 | $ 129,231 | 124,827 | $ 129,231 |
Changes in the carrying amount of intangible assets | ||||
Balance at the beginning of the period | 32,587 | |||
Acquisitions | 653 | |||
Amortization | (1,500) | (1,500) | (3,096) | (3,700) |
Foreign exchange | 599 | |||
Balance at the end of the period | $ 30,743 | $ 38,056 | $ 30,743 | $ 38,056 |
Debt (Details)
Debt (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | |
Debt | |||
Credit facility, maximum borrowing capacity | $ 304,400,000 | ||
Primary revolving line of credit | |||
Debt | |||
Credit facility, maximum borrowing capacity | $ 300,000,000 | ||
Primary revolving line of credit | Minimum | |||
Debt | |||
Facility fees on the available commitment of the facility (as a percent) | 0.15% | ||
Primary revolving line of credit | Maximum | |||
Debt | |||
Facility fees on the available commitment of the facility (as a percent) | 0.30% | ||
Primary revolving line of credit | LIBOR | |||
Debt | |||
LIBOR Rate at end of period (as a percent) | 0.19% | ||
Credit facility, interest rate basis | LIBOR | ||
Primary revolving line of credit | LIBOR | Minimum | |||
Debt | |||
Credit facility, interest rate spread (as a percent) | 0.60% | ||
Primary revolving line of credit | LIBOR | Maximum | |||
Debt | |||
Credit facility, interest rate spread (as a percent) | 1.45% | ||
Primary revolving line of credit | Base rate | |||
Debt | |||
Credit facility, interest rate basis | base rate | ||
Primary revolving line of credit | Base rate | Minimum | |||
Debt | |||
Credit facility, interest rate spread (as a percent) | 0.00% | ||
Primary revolving line of credit | Base rate | Maximum | |||
Debt | |||
Credit facility, interest rate spread (as a percent) | 0.45% | ||
Other revolving credit lines and long term debt | |||
Debt | |||
Total borrowing capacity | $ 4,400,000 | ||
Credit facility, interest rate low end of range (as a percent) | 0.79% | ||
Credit facility, interest rate high end of range (as a percent) | 7.25% | ||
Total outstanding balances | $ 0 | $ 18,000 | $ 62,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Feb. 29, 2012 - Nishimura case - lawsuit | Total |
Litigation | |
Number of lawsuits dismissed | 3 |
Number of lawsuits filed against the entity | 5 |
Stock-Based Incentive Plans (De
Stock-Based Incentive Plans (Details) $ / shares in Units, $ in Thousands | Apr. 21, 2015shares | Apr. 20, 2015$ / shares | Feb. 02, 2015$ / sharesshares | Mar. 31, 2015$ / sharesshares | Jun. 30, 2015USD ($)plan$ / sharesshares | Jun. 30, 2014USD ($) | Dec. 31, 2014$ / sharesshares |
Stock-Based Compensation | |||||||
Number of stock-based incentive plans | plan | 1 | ||||||
Number of stock option plans superseded | plan | 2 | ||||||
Aggregate Intrinsic Value | |||||||
Granted (in shares) | 0 | 0 | |||||
Stock options outstanding and expected to vest | 0 | ||||||
Total intrinsic value of options exercised (in dollars) | $ | $ 1,200 | $ 500 | |||||
Unrecognized compensation cost and vesting period | |||||||
Unrecognized compensation costs related to unvested share-based compensation arrangements | $ | $ 20,200 | ||||||
Weighted-average period for recognition of unrecognized stock-based compensation expense | 2 years 1 month 13 days | ||||||
Restricted Stock Units | |||||||
Stock-Based Compensation | |||||||
Weighted average granted date fair value (in dollars per share) | $ / shares | $ 36.33 | $ 32.64 | |||||
Restriction Percentage on RSUs | 100.00% | ||||||
Restricted stock unit activity | |||||||
Outstanding at the beginning of the period (in shares) | 504,000 | 504,000 | |||||
Awarded (in shares) | 330,497 | 351,000 | |||||
Vested (in shares) | (315,000) | ||||||
Forfeited (in shares) | (3,000) | ||||||
Outstanding at the end of the period (in shares) | 537,000 | 504,000 | |||||
Outstanding and expected to vest at end of the period (in shares) | 525,000 | ||||||
Weighted-Average Exercise Price | |||||||
Weighted-average exercise price at beginning of the period (in dollars per share) | $ / shares | $ 31.67 | $ 31.67 | |||||
Weighted-average exercise price at end of the period (in dollars per share) | $ / shares | 31.56 | $ 31.67 | |||||
Outstanding and expected to vest at the end of the period (in dollars per share) | $ / shares | $ 31.56 | ||||||
Aggregate Intrinsic Value | |||||||
Outstanding at the end of the period (in dollars) | $ | $ 18,252 | ||||||
Outstanding and expected to vest at end of the period (in dollars) | $ | $ 17,840 | ||||||
Aggregate Intrinsic Value | |||||||
Closing price per share (in dollars per share) | $ / shares | $ 34 | ||||||
Total intrinsic value of awards vested (in dollars) | $ | $ 10,100 | $ 8,000 | |||||
Non-Qualified Stock Options | |||||||
Non-Qualified Stock Options activity | |||||||
Exercisable at the start of the period (in shares) | 855,000 | 855,000 | |||||
Exercised (in shares) | (189,000) | ||||||
Forfeited (in shares) | (2,000) | ||||||
Exercisable at the end of the period (in shares) | 664,000 | 855,000 | |||||
Weighted-Average Exercise Price | |||||||
Weighted-average exercise price at beginning of the period (in dollars per share) | $ / shares | $ 29.48 | $ 29.48 | |||||
Weighted-average exercise price at end of the period (in dollars per share) | $ / shares | $ 29.50 | $ 29.48 | |||||
Weighted-average remaining contractual life | 2 years 7 months 6 days | ||||||
Aggregate Intrinsic Value | |||||||
Outstanding at the end of the period (in dollars) | $ | $ 2,987 | ||||||
Unvested Stock Options | |||||||
Number of Shares, Unvested Stock Options | |||||||
Vested (in shares) | (99,000) | ||||||
Unvested at the end of the period (in shares) | 0 | ||||||
Weighted-Average Grant-Date Fair Value, Unvested Stock Options | |||||||
Vested (in dollars per share) | $ / shares | $ 10.33 | ||||||
Non Employee Directors | Restricted Stock Units | |||||||
Restricted stock unit activity | |||||||
Awarded (in shares) | 1,950 | 8,550 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)segment | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Segment Reporting [Abstract] | ||||||
Number of reportable segments | segment | 3 | |||||
Segment Information | ||||||
Net sales | $ 216,665 | $ 207,910 | $ 393,156 | $ 376,198 | ||
Income (Loss) from Operations | 35,009 | 32,133 | 51,286 | 51,738 | ||
Total Assets | 995,857 | 983,334 | 995,857 | 983,334 | $ 973,065 | |
Cash and cash equivalent | 248,612 | 221,196 | 248,612 | 221,196 | 260,307 | $ 251,208 |
Intersegment elimination | ||||||
Segment Information | ||||||
Net sales | 6,632 | 5,379 | 12,659 | 10,047 | ||
Administrative and all other | ||||||
Segment Information | ||||||
Income (Loss) from Operations | (2,197) | (1,261) | (3,951) | (2,147) | ||
Total Assets | 74,891 | 88,589 | 74,891 | 88,589 | 83,664 | |
Cash and cash equivalent | 165,000 | 131,600 | 165,000 | 131,600 | 167,400 | |
North America | ||||||
Segment Information | ||||||
Net sales | 183,381 | 168,600 | 333,705 | 305,482 | ||
Income (Loss) from Operations | 35,249 | 30,123 | 55,715 | 52,685 | ||
Total Assets | 716,222 | 659,307 | 716,222 | 659,307 | 679,844 | |
North America | Intersegment elimination | ||||||
Segment Information | ||||||
Net sales | 720 | 963 | 1,604 | 2,093 | ||
Europe | ||||||
Segment Information | ||||||
Net sales | 30,627 | 35,041 | 53,414 | 62,688 | ||
Income (Loss) from Operations | 3,328 | 3,755 | 1,696 | 2,836 | ||
Total Assets | 177,227 | 205,570 | 177,227 | 205,570 | 180,005 | |
Europe | Intersegment elimination | ||||||
Segment Information | ||||||
Net sales | 92 | 160 | 391 | 626 | ||
Asia/Pacific | ||||||
Segment Information | ||||||
Net sales | 2,657 | 4,269 | 6,037 | 8,028 | ||
Income (Loss) from Operations | (1,371) | (484) | (2,174) | (1,636) | ||
Total Assets | 27,517 | 29,868 | 27,517 | 29,868 | $ 29,552 | |
Asia/Pacific | Intersegment elimination | ||||||
Segment Information | ||||||
Net sales | $ 5,820 | $ 4,256 | $ 10,664 | $ 7,328 |
Segment Information (Details 2)
Segment Information (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net sales and long-lived assets by geographical area | ||||
Net sales | $ 216,665 | $ 207,910 | $ 393,156 | $ 376,198 |
Wood Construction Products | ||||
Net sales and long-lived assets by geographical area | ||||
Net sales | 184,133 | 176,363 | 335,512 | 321,042 |
Concrete Construction Products | ||||
Net sales and long-lived assets by geographical area | ||||
Net sales | 32,375 | 31,493 | 57,385 | 55,031 |
Other | ||||
Net sales and long-lived assets by geographical area | ||||
Net sales | $ 157 | $ 54 | $ 259 | $ 125 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | |
Subsequent Event [Line Items] | ||||||
Cash dividends declared per common share (in dollars per share) | $ 0.16 | $ 0.14 | $ 0.3 | $ 0.280 | $ 0.265 | |
Estimated total cash dividend | $ 14,820 | $ 13,697 | $ 12,969 | |||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Cash dividends declared per common share (in dollars per share) | $ 0.16 | |||||
Estimated total cash dividend | $ 7,900 | |||||
Dividends payable, date to be paid | Oct. 22, 2015 | |||||
Dividends payable, date of record | Oct. 1, 2015 |