Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Sep. 30, 2013 | |
Document and Entity Information | ' |
Entity Registrant Name | 'SIMPSON MANUFACTURING CO INC /CA/ |
Entity Central Index Key | '0000920371 |
Document Type | '10-Q |
Document Period End Date | 30-Sep-13 |
Amendment Flag | 'false |
Current Fiscal Year End Date | '--12-31 |
Entity Current Reporting Status | 'Yes |
Entity Filer Category | 'Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 48,392,515 |
Document Fiscal Year Focus | '2013 |
Document Fiscal Period Focus | 'Q3 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | |||
Current assets | ' | ' | ' |
Cash and cash equivalents | $215,764 | $175,553 | $187,471 |
Trade accounts receivable, net | 118,895 | 82,812 | 108,425 |
Inventories | 187,255 | 204,124 | 172,021 |
Deferred income taxes | 12,330 | 11,473 | 12,302 |
Assets held for sale | ' | 593 | ' |
Other current assets | 12,519 | 23,499 | 11,890 |
Total current assets | 546,763 | 498,054 | 492,109 |
Property, plant and equipment, net | 209,641 | 213,452 | 211,132 |
Goodwill | 130,270 | 121,981 | 128,812 |
Intangible assets, net | 36,955 | 50,598 | 40,075 |
Other noncurrent assets | 10,547 | 6,237 | 6,868 |
Total assets | 934,176 | 890,322 | 878,996 |
Current liabilities | ' | ' | ' |
Line of credit and notes payable | 956 | 178 | 193 |
Trade accounts payable | 33,450 | 37,117 | 24,225 |
Accrued liabilities | 47,268 | 44,923 | 44,807 |
Income taxes payable | ' | ' | 1,007 |
Accrued profit sharing trust contributions | 4,573 | 5,191 | 4,003 |
Accrued cash profit sharing and commissions | 12,471 | 3,414 | 8,911 |
Accrued workers' compensation | 5,195 | 4,692 | 4,880 |
Total current liabilities | 103,913 | 95,515 | 88,026 |
Long-term liabilities | 7,803 | 5,239 | 4,810 |
Total liabilities | 111,716 | 100,754 | 92,836 |
Commitments and contingencies (Note 7) | ' | ' | ' |
Stockholders' equity | ' | ' | ' |
Common stock, at par value | 487 | 483 | 482 |
Additional paid-in capital | 194,721 | 184,677 | 178,962 |
Retained earnings | 623,529 | 592,309 | 598,533 |
Treasury stock | -9,825 | ' | ' |
Accumulated other comprehensive income | 13,548 | 12,099 | 8,183 |
Total stockholders' equity | 822,460 | 789,568 | 786,160 |
Total liabilities and stockholders' equity | $934,176 | $890,322 | $878,996 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Condensed Consolidated Statements of Operations | ' | ' | ' | ' |
Net sales | $195,877 | $172,113 | $546,008 | $512,550 |
Cost of sales | 105,724 | 96,390 | 301,461 | 284,276 |
Gross profit | 90,153 | 75,723 | 244,547 | 228,274 |
Operating expenses: | ' | ' | ' | ' |
Research and development and other engineering | 9,226 | 8,916 | 27,018 | 27,156 |
Selling | 20,630 | 20,941 | 63,654 | 61,255 |
General and administrative | 28,781 | 23,843 | 83,666 | 77,174 |
Loss on sales of assets | 631 | 33 | 634 | 42 |
Total operating expenses | 59,268 | 53,733 | 174,972 | 165,627 |
Income from operations | 30,885 | 21,990 | 69,575 | 62,647 |
Interest income (expense), net | -9 | 55 | 32 | 177 |
Income before taxes | 30,876 | 22,045 | 69,607 | 62,824 |
Provision for income taxes | 10,870 | 9,069 | 26,304 | 26,788 |
Net income | $20,006 | $12,976 | $43,303 | $36,036 |
Earnings per common share: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.41 | $0.27 | $0.89 | $0.75 |
Diluted (in dollars per share) | $0.41 | $0.27 | $0.89 | $0.74 |
Number of shares outstanding | ' | ' | ' | ' |
Basic (in shares) | 48,377 | 48,346 | 48,482 | 48,322 |
Diluted (in shares) | 48,551 | 48,390 | 48,603 | 48,385 |
Cash dividends declared per common share (in dollars per share) | $0.13 | $0.13 | $0.25 | $0.38 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Condensed Consolidated Statements of Comprehensive Income | ' | ' | ' | ' |
Net income | $20,006 | $12,976 | $43,303 | $36,036 |
Other comprehensive income | ' | ' | ' | ' |
Translation adjustment, net of tax benefit (expense) of $82, $28, ($2) and $31, respectively | 8,264 | 4,125 | 1,449 | 1,400 |
Comprehensive income | $28,270 | $17,101 | $44,752 | $37,436 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Condensed Consolidated Statements of Comprehensive Income | ' | ' | ' | ' |
Translation adjustment, tax benefit (expense) | $82 | $28 | ($2) | $31 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
In Thousands, unless otherwise specified | ||||||
Balance at Dec. 31, 2011 | $758,363 | $481 | $170,483 | $580,616 | $6,783 | ' |
Balance (in shares) at Dec. 31, 2011 | ' | 48,163 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Net income | 36,036 | ' | ' | 36,036 | ' | ' |
Translation adjustment, net of tax | 1,400 | ' | ' | ' | 1,400 | ' |
Stock options exercised | 2,184 | 1 | 2,183 | ' | ' | ' |
Stock options exercised (in shares) | ' | 90 | ' | ' | ' | ' |
Stock-based compensation | 7,048 | ' | 7,048 | ' | ' | ' |
Tax effect of options exercised | -60 | ' | -60 | ' | ' | ' |
Shares issued from release of Restricted Stock Units | -1,110 | ' | -1,110 | ' | ' | ' |
Shares issued from release of Restricted Stock Units (in shares) | ' | 62 | ' | ' | ' | ' |
Cash dividends declared on common stock, $0.25, $0.25 and $0.375 per share for the period ended September 30, 2013, December 31, 2012 and September 30, 2012, respectively | -18,119 | ' | ' | -18,119 | ' | ' |
Common stock issued at $33.81 and $33.71 per share for stock bonus for the period ended September 30, 2013 and September 30, 2012, respectively | 418 | ' | 418 | ' | ' | ' |
Common stock issued (in shares) | ' | 12 | ' | ' | ' | ' |
Balance at Sep. 30, 2012 | 786,160 | 482 | 178,962 | 598,533 | 8,183 | ' |
Balance (in shares) at Sep. 30, 2012 | ' | 48,327 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Net income | 5,882 | ' | ' | 5,882 | ' | ' |
Translation adjustment, net of tax | 4,159 | ' | ' | ' | 4,159 | ' |
Pension adjustment, net of tax | -243 | ' | ' | ' | -243 | ' |
Stock options exercised | 2,741 | 1 | 2,740 | ' | ' | ' |
Stock options exercised (in shares) | ' | 95 | ' | ' | ' | ' |
Stock-based compensation | 3,147 | ' | 3,147 | ' | ' | ' |
Tax effect of options exercised | -173 | ' | -173 | ' | ' | ' |
Shares issued from release of Restricted Stock Units | 1 | ' | 1 | ' | ' | ' |
Cash dividends declared on common stock, $0.25, $0.25 and $0.375 per share for the period ended September 30, 2013, December 31, 2012 and September 30, 2012, respectively | -12,106 | ' | ' | -12,106 | ' | ' |
Balance at Dec. 31, 2012 | 789,568 | 483 | 184,677 | 592,309 | 12,099 | ' |
Balance (in shares) at Dec. 31, 2012 | ' | 48,422 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Net income | 43,303 | ' | ' | 43,303 | ' | ' |
Translation adjustment, net of tax | 1,449 | ' | ' | ' | 1,449 | ' |
Stock options exercised | 5,333 | 2 | 5,331 | ' | ' | ' |
Stock options exercised (in shares) | ' | 194 | ' | ' | ' | ' |
Stock-based compensation | 8,656 | ' | 8,656 | ' | ' | ' |
Tax effect of options exercised | -2,187 | ' | -2,187 | ' | ' | ' |
Shares issued from release of Restricted Stock Units | -2,072 | 2 | -2,074 | ' | ' | ' |
Shares issued from release of Restricted Stock Units (in shares) | ' | 111 | ' | ' | ' | ' |
Repurchase of common stock | -9,825 | ' | ' | ' | ' | -9,825 |
Repurchase of common stock (in shares) | ' | -342 | ' | ' | ' | ' |
Cash dividends declared on common stock, $0.25, $0.25 and $0.375 per share for the period ended September 30, 2013, December 31, 2012 and September 30, 2012, respectively | -12,083 | ' | ' | -12,083 | ' | ' |
Common stock issued at $33.81 and $33.71 per share for stock bonus for the period ended September 30, 2013 and September 30, 2012, respectively | 318 | ' | 318 | ' | ' | ' |
Common stock issued (in shares) | ' | 9 | ' | ' | ' | ' |
Balance at Sep. 30, 2013 | $822,460 | $487 | $194,721 | $623,529 | $13,548 | ($9,825) |
Balance (in shares) at Sep. 30, 2013 | ' | 48,394 | ' | ' | ' | ' |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Condensed Consolidated Statements of Stockholders' Equity | ' | ' |
Cash dividends declared on common stock, per share (in dollars per share) | $0.25 | $0.38 |
Common stock issued per share for stock bonus (in dollars per share) | $33.81 | $33.71 |
Condensed_Consolidated_Stateme5
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities | ' | ' |
Net income | $43,303 | $36,036 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Loss on sale of assets | 634 | 42 |
Depreciation and amortization | 21,631 | 20,744 |
Impairment loss on assets | 1,025 | 461 |
Deferred income taxes | 2,336 | -500 |
Noncash compensation related to stock plans | 9,106 | 7,364 |
Excess tax benefit of options exercised | -42 | -99 |
Provision for doubtful accounts | 342 | 470 |
Changes in operating assets and liabilities, net of acquisitions: | ' | ' |
Trade accounts receivable | -36,296 | -28,630 |
Inventories | 17,643 | 14,067 |
Trade accounts payable | -4,543 | -381 |
Income taxes payable | 9,372 | 3,731 |
Accrued profit sharing trust contributions | -606 | -488 |
Accrued cash profit sharing and commissions | 9,053 | 5,458 |
Other current assets | -1,218 | 3,686 |
Accrued liabilities | -112 | -791 |
Long-term liabilities | -1,563 | -1,159 |
Accrued workers' compensation | 503 | -595 |
Other noncurrent assets | 1,352 | -2,723 |
Net cash provided by operating activities | 71,920 | 56,693 |
Cash flows from investing activities | ' | ' |
Capital expenditures | -12,949 | -16,128 |
Asset acquisitions, net of cash acquired | -5,300 | -56,003 |
Proceeds from sale of property and equipment | 1,823 | 6,937 |
Loan repayment by related parties | 625 | 1,698 |
Net cash used in investing activities | -15,801 | -63,496 |
Cash flows from financing activities | ' | ' |
Repurchase of common stock | -9,825 | ' |
Debt and line of credit borrowings | 1,378 | 2,156 |
Repayment of debt and line of credit borrowings | -609 | -5,655 |
Debt issuance costs | ' | -1,408 |
Issuance of common stock | 5,333 | 2,184 |
Excess tax benefit of options exercised | 42 | 99 |
Dividends paid | -12,081 | -18,099 |
Net cash used in financing activities | -15,762 | -20,723 |
Effect of exchange rate changes on cash and cash equivalents | -146 | 1,180 |
Net increase (decrease) in cash and cash equivalents | 40,211 | -26,346 |
Cash and cash equivalents at beginning of period | 175,553 | 213,817 |
Cash and cash equivalents at end of period | 215,764 | 187,471 |
Noncash activity during the period | ' | ' |
Noncash capital expenditures | 670 | 520 |
Dividends declared but not paid | 6,015 | 6,040 |
Issuance of Company's common stock for compensation | 318 | 418 |
Non-cash contingent consideration | ' | $786 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Basis of Presentation | ' | |||||||||||||
Basis of Presentation | ' | |||||||||||||
1. Basis of Presentation | ||||||||||||||
Principles of Consolidation | ||||||||||||||
The consolidated financial statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries (the “Company”). Investments in 50% or less owned affiliates are accounted for using either cost or the equity method. All significant intercompany transactions have been eliminated. | ||||||||||||||
Interim Period Reporting | ||||||||||||||
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These interim statements should be read in conjunction with the 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, 2012 (the “2012 Annual Report”). | ||||||||||||||
The unaudited quarterly condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial information set forth therein, in accordance with GAAP. The year-end condensed consolidated balance sheet data were derived from audited financial statements, but do not include all disclosures required by GAAP. The Company’s quarterly results fluctuate. As a result, the Company believes the results of operations for the interim periods are not necessarily indicative of the results to be expected for any future period. | ||||||||||||||
Revenue Recognition | ||||||||||||||
The Company recognizes revenue when the earnings process is complete, net of applicable provision for discounts, returns and incentives, whether actual or estimated, based on the Company’s experience. This generally occurs when products are shipped to the customer in accordance with the sales agreement or purchase order, ownership and risk of loss pass to the customer, collectability is reasonably assured and pricing is fixed or determinable. The Company’s general shipping terms are F.O.B. shipping point, where title is transferred and revenue is recognized when the products are shipped to customers. When the Company sells F.O.B. destination point, title is transferred and the Company recognizes revenue on delivery or customer acceptance, depending on terms of the sales agreement. Service sales, representing after-market repair and maintenance, engineering activities, software license sales and services and lease income, though significantly less than 1% of net sales and not material to the consolidated financial statements, are recognized as the services are completed or the software products and services are delivered. If actual costs of sales returns, incentives and discounts were to significantly exceed the recorded estimated allowance, the Company’s sales would be adversely affected. | ||||||||||||||
Net Earnings Per Common Share | ||||||||||||||
Basic earnings per common share is 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 share (“EPS”) to diluted EPS: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
(in thousands, except per share amounts) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Net income available to common stockholders | $ | 20,006 | $ | 12,976 | $ | 43,303 | $ | 36,036 | ||||||
Basic weighted-average shares outstanding | 48,377 | 48,346 | 48,482 | 48,322 | ||||||||||
Dilutive effect of potential common stock equivalents — stock options | 174 | 44 | 121 | 63 | ||||||||||
Diluted weighted-average shares outstanding | 48,551 | 48,390 | 48,603 | 48,385 | ||||||||||
Earnings per common share: | ||||||||||||||
Basic | $ | 0.41 | $ | 0.27 | $ | 0.89 | $ | 0.75 | ||||||
Diluted | 0.41 | 0.27 | 0.89 | 0.74 | ||||||||||
Potentially dilutive securities excluded from earnings per diluted share because their effect is anti-dilutive | — | 1,709 | — | 1,714 | ||||||||||
Accounting for Stock-Based Compensation | ||||||||||||||
With the approval of the Company’s stockholders on April 26, 2011, the Company adopted the Simpson Manufacturing Co., Inc. 2011 Incentive Plan (the “2011 Plan”). The 2011 Plan amended and restated in their entirety, and incorporated and superseded, both the Simpson Manufacturing Co., Inc. 1994 Stock Option Plan (the “1994 Plan”), which was principally for the Company’s employees, and the Simpson Manufacturing Co., Inc. 1995 Independent Director Stock Option Plan (the “1995 Plan”), which was for its independent directors. Options previously granted under the 1994 Plan or the 1995 Plan were not affected by the adoption of the 2011 Plan and continue to be governed by the 1994 Plan or the 1995 Plan, respectively. | ||||||||||||||
Under the 1994 Plan, the Company could grant incentive stock options and non-qualified stock options. The Company, however, granted only non-qualified stock options under both the 1994 Plan and the 1995 Plan. The Company generally granted options under each of the 1994 Plan and the 1995 Plan once each year. The exercise price per share of each option granted under the 1994 Plan equaled the closing market price per share of the Company’s common stock as reported by the New York Stock Exchange on the day preceding the day that the Compensation and Leadership Development Committee of the Company’s Board of Directors met to approve the grant of the options. The exercise price per share under each option granted under the 1995 Plan was at the fair market value on the date specified in the 1995 Plan. Options vest and expire according to terms established at the grant date. Options granted under the 1994 Plan typically vest evenly over the requisite service period of four years and have a term of seven years. The vesting of options granted under the 1994 Plan will be accelerated if the grantee ceases to be employed by the Company after reaching age 60 or if there is a change in control of the Company. Options granted under the 1995 Plan were fully vested on the date of grant. Shares of common stock issued on exercise of stock options under the 1994 Plan and the 1995 Plan are registered under the Securities Act of 1933. | ||||||||||||||
Under the 2011 Plan, the Company may grant incentive stock options, non-qualified stock options, restricted stock and restricted stock units, although the Company currently intends to award primarily restricted stock units and to a lesser extent, if at all, non-qualified stock options. The Company does not currently intend to award incentive stock options or restricted stock. Under the 2011 Plan, no more than 16.3 million shares of the Company’s common stock may be issued (including shares already issued) pursuant to all awards under the 2011 Plan, including on exercise of options previously granted under the 1994 Plan and the 1995 Plan. Shares of common stock to be issued pursuant to the 2011 Plan are registered under the Securities Act of 1933. | ||||||||||||||
The following table represents the Company’s stock option and restricted stock unit activity for the three and nine months ended September 30, 2013 and 2012: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Stock-based compensation expense recognized in operating expenses | $ | 2,959 | $ | 1,966 | $ | 8,644 | $ | 7,086 | ||||||
Tax benefit of stock-based compensation expense in provision for income taxes | 1,087 | 691 | 3,031 | 2,462 | ||||||||||
Stock-based compensation expense, net of tax | $ | 1,872 | $ | 1,275 | $ | 5,613 | $ | 4,624 | ||||||
Fair value of shares vested | $ | 3,007 | $ | 2,043 | $ | 8,656 | $ | 7,048 | ||||||
Proceeds to the Company from the exercise of stock-based compensation | $ | 4,557 | $ | 201 | $ | 5,333 | $ | 2,184 | ||||||
Tax effect from exercise of stock-based compensation, including shortfall tax benefits | $ | (337 | ) | $ | (4 | ) | $ | (2,187 | ) | $ | (60 | ) | ||
At September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Stock-based compensation cost capitalized in inventory | $ | 426 | $ | 354 | ||||||||||
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 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 CodificationTM (“ASC”) establishes a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. | ||||||||||||||
The Company’s investments consisted of only United States Treasury securities and money market funds, which are the Company’s primary financial instruments, maintained in cash equivalents and carried at cost, approximating fair value, based on Level 1 inputs. The balance of the Company’s primary financial instruments was as follows: | ||||||||||||||
At September 30, | At December 31, | |||||||||||||
(in thousands) | 2013 | 2012 | 2012 | |||||||||||
Financial instruments | $ | 87,381 | $ | 85,237 | $ | 76,130 | ||||||||
The carrying amounts of trade accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. The fair value of the Company’s line of credit is classified as Level 2 within the fair value hierarchy and is calculated based on borrowings with similar maturities, current remaining average life to maturity and current market conditions. | ||||||||||||||
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 decrease from the third quarter of 2012 to the third quarter of 2013 was primarily due to reduced valuation allowances taken on lower third quarter 2013 operating losses in the Europe and Asia/Pacific segments. The effective tax rate decrease from the first nine months of 2012 to the first nine months of 2013 was primarily due to $2.3 million in non-deductible acquisition costs recorded in 2012. | ||||||||||||||
The following table presents the Company’s effective tax rates and income tax expense for the three and nine months ended September 30, 2013 and 2012: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
(in thousands, except percentage amounts) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Effective tax rate | 35.2 | % | 41.1 | % | 37.8 | % | 42.6 | % | ||||||
Provision for income taxes | $ | 10,870 | $ | 9,069 | $ | 26,304 | $ | 26,788 | ||||||
Acquisitions | ||||||||||||||
In January 2012, the Company purchased all of the shares of S&P Clever, for $58.1 million, subject to post-closing adjustments. S&P Clever manufactures and sells engineered materials to repair, strengthen and restore concrete, masonry and asphalt and has operations in Switzerland, Germany, Portugal, Poland, The Netherlands and Austria. Payments under the purchase agreement included cash payments of $57.5 million and contingent consideration of $0.6 million payable over a three-year period if sales goals are met. As a result of the acquisition, the Company has increased its presence in the infrastructure, commercial and industrial construction markets in Europe. The Company’s measurement of assets acquired and liabilities assumed included cash and cash equivalents of $6.8 million, other current assets of $10.8 million, non-current assets of $53.4 million, current liabilities of $12.6 million and non-current liabilities of $0.2 million. Included in non-current assets is goodwill of $19.3 million, which was assigned to the Europe segment and is not deductible for tax purposes, intangible assets of $15.7 million, the amortization of which is not deductible for tax purposes and long-lived intangibles of $4.8 million related to in-progress product development, which will be amortized when the Company markets the product for sale. The weighted-average amortization period for the intangible assets is 9.8 years. | ||||||||||||||
In March 2012, the Company purchased substantially all of the assets of CarbonWrap Solutions, L.L.C. (“CarbonWrap”) for $5.5 million, subject to post-closing adjustments. CarbonWrap develops fiber-reinforced polymer products primarily for infrastructure and transportation projects. Payments under the purchase agreement totaled $5.3 million in cash and contingent consideration of $0.2 million paid on resolution of specified post-closing contingencies to the principal officer of CarbonWrap, who is now employed by the Company. The Company’s measurement of assets acquired included goodwill of $3.5 million, which was assigned to the North America segment and is deductible for tax purposes, and intangible assets of $1.7 million, which is subject to tax-deductible amortization. Net tangible assets consisting of accounts receivable, inventory, equipment and prepaid expenses accounted for the balance of the purchase price. The weighted-average amortization period for the intangible assets is 15.6 years. | ||||||||||||||
In December 2012, the Company completed a transaction with Keymark Enterprises LLC (“Keymark”). In 2011, the Company had purchased various software assets from Keymark and had engaged Keymark to perform certain software development for the Company, for which the Company had agreed to compensate Keymark at rates equal to a multiple of Keymark’s costs. In the 2012 transaction, the Company paid Keymark $9.1 million, hired thirty-nine Keymark employees to perform the development work that Keymark had previously been engaged to perform and purchased from Keymark various assets needed for that work. This transaction also included termination of the 2011 software development agreement and the Company will be entitled to certain software license revenue that was previously received by Keymark. The Company’s December 2012 provisional measurement of the assets acquired included intangibles of $8.9 million. The provisional measurement of the assets acquired was corrected in the third quarter to include goodwill of $5.9 million and intangibles of $3.0 million, both of which are subject to tax-deductible amortization. Equipment and prepaid expenses accounted for the balance of the purchase price, which was assigned to the North American segment. | ||||||||||||||
In February 2013, the Company purchased certain assets relating to the TJ® ShearBrace (“ShearBrace”) product line of Weyerhaeuser NR Company (“Weyerhaeuser”) for $5.3 million in cash, subject to post-closing adjustments. The ShearBrace is a line of pre-fabricated shearwalls that complements the Company’s Strong-Wall shearwall, and is sold throughout North America. The Company’s provisional measurement of assets acquired included goodwill of $2.6 million that has been assigned to the North America segment, and intangible assets of $1.9 million, both of which are subject to tax-deductible amortization. Net tangible assets consisting of inventory and equipment accounted for the balance of the purchase price. | ||||||||||||||
Under the business combinations topic of the FASB ASC, the Company accounted for these acquisitions as business combinations and ascribed acquisition-date fair values to the acquired assets and assumed liabilities. Provisional fair value measurements were made in the fourth quarter of 2012 for acquired Keymark assets and in the first quarter of 2013 for acquired ShearBrace assets. Adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date, as information necessary to complete the analysis is obtained. Fair value of intangible assets was based on Level 3 inputs. The Company expects the measurement process for each acquisition to be finalized within a year of its acquisition date. | ||||||||||||||
Pro-forma financial information is not presented as it would not be materially different from the information presented in the Condensed Consolidated Statements of Operations. | ||||||||||||||
Out-of-Period Adjustments | ||||||||||||||
In the third quarter of 2013, the Company recorded $0.7 million net of tax in out-of-period adjustments, which had the effect of increasing net income by $0.7 million in Q3 2013. The adjustments related to the Keymark acquisition and capitalization of software development costs. The effect of these out-of-period adjustments on previously reported periods was that net income was understated for the three months ended March 31, 2013, and the three and six months ended June 30, 2013, by $0.4 million, $0.3 million and $0.7 million, respectively. The correction of these errors in the third quarter of 2013 is not material to the current period or any prior period. | ||||||||||||||
Recently Adopted Accounting Standards | ||||||||||||||
In February 2013, the FASB issued an amendment to the comprehensive income guidance requiring reporting of the effect of significant reclassifications out of other comprehensive income on the respective lines in net income if the amount being reclassified is required to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures that provide additional information about these amounts. This amendment is effective for fiscal years beginning after December 15, 2012, and interim periods within those years. The implementation of this amended accounting guidance did not have a material effect on the Company’s consolidated financial position and results of operations. | ||||||||||||||
In July 2013, the FASB issued an amendment to the income taxes guidance that applies to all entities. It is expected to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits. Additionally, the amendment intends to better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position relating to net operating loss carryforwards, similar tax losses, or tax credit carryforwards. The Company’s early adoption and implementation of this amended accounting guidance did not have a material effect on the Company’s consolidated financial position and results of operations. | ||||||||||||||
Recently Issued Accounting Standards | ||||||||||||||
Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants and the Securities and Exchange Commission did not or is not expected to have a material effect on the Company’s consolidated financial statements. |
Trade_Accounts_Receivable_Net
Trade Accounts Receivable, Net | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Trade Accounts Receivable, Net | ' | ||||||||||
Trade Accounts Receivable, Net | ' | ||||||||||
2. Trade Accounts Receivable, Net | |||||||||||
Trade accounts receivable consisted of the following: | |||||||||||
At September 30, | At December 31, | ||||||||||
(in thousands) | 2013 | 2012 | 2012 | ||||||||
Trade accounts receivable | $ | 122,328 | $ | 111,726 | $ | 85,732 | |||||
Allowance for doubtful accounts | (1,384 | ) | (1,514 | ) | (1,288 | ) | |||||
Allowance for sales discounts and returns | (2,049 | ) | (1,787 | ) | (1,632 | ) | |||||
$ | 118,895 | $ | 108,425 | $ | 82,812 |
Inventories
Inventories | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Inventories | ' | ||||||||||
Inventories | ' | ||||||||||
3. Inventories | |||||||||||
Inventories consisted of the following: | |||||||||||
At September 30, | At December 31, | ||||||||||
(in thousands) | 2013 | 2012 | 2012 | ||||||||
Raw materials | $ | 75,032 | $ | 66,508 | $ | 95,959 | |||||
In-process products | 18,070 | 19,225 | 16,878 | ||||||||
Finished products | 94,153 | 86,288 | 91,287 | ||||||||
$ | 187,255 | $ | 172,021 | $ | 204,124 |
Property_Plant_and_Equipment_N
Property, Plant and Equipment, Net | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Property, Plant and Equipment, Net | ' | ||||||||||
Property, Plant and Equipment, Net | ' | ||||||||||
4. Property, Plant and Equipment, Net | |||||||||||
Property, plant and equipment, net, consisted of the following: | |||||||||||
At September 30, | At December 31, | ||||||||||
(in thousands) | 2013 | 2012 | 2012 | ||||||||
Land | $ | 29,283 | $ | 32,282 | $ | 32,068 | |||||
Buildings and site improvements | 177,484 | 170,761 | 174,187 | ||||||||
Leasehold improvements | 5,068 | 5,047 | 4,747 | ||||||||
Machinery, equipment, and software | 221,459 | 212,918 | 214,222 | ||||||||
433,294 | 421,008 | 425,224 | |||||||||
Less accumulated depreciation and amortization | (232,958 | ) | (215,562 | ) | (217,868 | ) | |||||
200,336 | 205,446 | 207,356 | |||||||||
Capital projects in progress | 9,305 | 5,686 | 6,096 | ||||||||
$ | 209,641 | $ | 211,132 | $ | 213,452 | ||||||
In July 2013, the vacant facility in Hungen, Germany, was sold for its approximate carrying cost. In the first quarter of 2013, the Company concluded that the carrying value of its Ireland facility, associated with the Europe segment, exceeded its net estimated realizable value, and therefore recorded an impairment charge, within general and administrative expenses, of $1.0 million, equal to the amount by which carrying value exceeded net estimated realizable value. In September 2013, the facility in Ireland was sold at an additional loss of $0.7 million. See note 10. | |||||||||||
In the third quarter of 2013, the Company determined that $1.6 million in development costs incurred during 2013 met the criteria for capitalization as internally developed, internal-use software, resulting in an immaterial adjustment in each of the first and second quarters of 2013. The Company will depreciate the capitalized software costs over three years. | |||||||||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets, Net | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Goodwill and Intangible Assets, Net | ' | ||||||||||
Goodwill and Intangible Assets, Net | ' | ||||||||||
5. Goodwill and Intangible Assets, Net | |||||||||||
Goodwill was as follows: | |||||||||||
At September 30, | At December 31, | ||||||||||
(in thousands) | 2013 | 2012 | 2012 | ||||||||
North America | $ | 87,104 | $ | 77,630 | $ | 78,739 | |||||
Europe | 41,388 | 49,238 | 41,263 | ||||||||
Asia/Pacific | 1,778 | 1,944 | 1,979 | ||||||||
Total | $ | 130,270 | $ | 128,812 | $ | 121,981 | |||||
Intangible assets, net, were as follows: | |||||||||||
At September 30, 2013 | |||||||||||
Gross | Net | ||||||||||
Carrying | Accumulated | Carrying | |||||||||
(in thousands) | Amount | Amortization | Amount | ||||||||
North America | $ | 33,975 | $ | (15,032 | ) | $ | 18,943 | ||||
Europe | 27,285 | (9,273 | ) | 18,012 | |||||||
Total | $ | 61,260 | $ | (24,305 | ) | $ | 36,955 | ||||
At September 30, 2012 | |||||||||||
Gross | Net | ||||||||||
Carrying | Accumulated | Carrying | |||||||||
Amount | Amortization | Amount | |||||||||
North America | $ | 35,620 | $ | (16,278 | ) | $ | 19,342 | ||||
Europe | 28,064 | (7,331 | ) | 20,733 | |||||||
Total | $ | 63,684 | $ | (23,609 | ) | $ | 40,075 | ||||
At December 31, 2012 | |||||||||||
Gross | Net | ||||||||||
Carrying | Accumulated | Carrying | |||||||||
Amount | Amortization | Amount | |||||||||
North America | $ | 37,992 | $ | (12,012 | ) | $ | 25,980 | ||||
Europe | 31,701 | (7,083 | ) | 24,618 | |||||||
Total | $ | 69,693 | $ | (19,095 | ) | $ | 50,598 | ||||
Intangible assets consist primarily of customer relationships, patents, unpatented technology and non-compete agreements. Amortization expense for intangible assets during the three months ended September 30, 2013 and 2012, totaled $1.2 million and $1.7 million, respectively, and during the nine months ended September 30, 2013 and 2012, totaled $5.2 million and $5.4 million, respectively. | |||||||||||
At September 30, 2013, estimated future amortization of intangible assets was as follows: | |||||||||||
(in thousands) | |||||||||||
Remaining three months of 2013 | $ | 1,772 | |||||||||
2014 | 6,997 | ||||||||||
2015 | 6,085 | ||||||||||
2016 | 5,810 | ||||||||||
2017 | 3,848 | ||||||||||
2018 | 2,954 | ||||||||||
Thereafter | 9,489 | ||||||||||
$ | 36,955 | ||||||||||
The changes in the carrying amount of goodwill and intangible assets for the nine months ended September 30, 2013, were as follows: | |||||||||||
Intangible | |||||||||||
(in thousands) | Goodwill | Assets | |||||||||
Balance at December 31, 2012 | $ | 121,981 | $ | 50,598 | |||||||
Acquisitions | 2,606 | 1,869 | |||||||||
Reclassifications* | 5,253 | (10,318 | ) | ||||||||
Amortization | — | (5,209 | ) | ||||||||
Foreign exchange | 430 | 15 | |||||||||
Balance at September 30, 2013 | $ | 130,270 | $ | 36,955 | |||||||
* Measurement period adjustments related to finalizing or revising preliminary accounting for business combinations. The revisions related to finalizing the S&P Clever acquisition included a $4.8 million increase to other non-current assets, a $4.5 million decrease in amortizable intangible assets and a $0.6 million decrease in goodwill. Revisions related to the Keymark acquisition included a $5.9 million increase in goodwill with a corresponding $5.9 million decrease to amortizable intangible assets. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2013 | |
Debt | ' |
Debt | ' |
6. Debt | |
The Company has revolving lines of credit with various banks in the United States and Europe. Total available credit at September 30, 2013, was $305.3 million, including revolving credit lines and an irrevocable standby letter of credit in support of various insurance deductibles. | |
The Company’s primary credit facility is a revolving line of credit with $300.0 million in available credit. This credit facility will expire in July 2017. Amounts borrowed under this credit facility will bear interest at an annual rate equal to either, at the Company’s option, (a) the rate for Eurocurrency deposits for the corresponding deposits of U.S. dollars appearing on Reuters LIBOR01screen page (the “LIBOR Rate”), adjusted for any reserve requirement in effect, plus a spread of 0.60% to 1.45%, determined quarterly based on the Company’s leverage ratio (at September 30, 2013, the LIBOR Rate was 0.18%), or (b) a base rate, plus a spread of 0.00% to 0.45%, determined quarterly based on the Company’s leverage ratio. The base rate is defined in a manner such that it will not be less than the LIBOR Rate. The Company will pay fees for standby letters of credit at an annual rate equal to the LIBOR Rate plus the applicable spread described above, and will pay market-based fees for commercial letters of credit. The Company is required to pay an annual facility fee of 0.15% to 0.30% of the available commitments under the credit agreement, regardless of usage, with the applicable fee determined on a quarterly basis based on the Company’s leverage ratio. The Company was also required to pay customary closing fees as specified in a separate fee agreement between the Company and Wells Fargo Bank, National Association, in its capacity as the Agent under the credit agreement. | |
The Company’s borrowing capacity under other revolving credit lines and a term note totaled $6.3 million at September 30, 2013. The other revolving credit lines and term note charge interest ranging from 1.025% to 7.25%, have maturity dates from December 2013 to July 2017, and had outstanding balances totaling $1.0 million, $0.2 million and $0.2 million at September 30, 2013, September 30, 2012, and December 31, 2012, respectively. The Company was in compliance with its financial covenants at September 30, 2013. | |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies | ' |
Commitments and Contingencies | ' |
7. Commitments and Contingencies | |
Note 9 to the consolidated financial statements in the 2012 Annual Report provides information concerning commitments and contingencies. From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. The resolution of claims and litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows and results of operations. | |
Pending Claims | |
Four lawsuits (the “Cases”) have been filed against the Company in the Hawaii First Circuit Court: Alvarez v. Haseko Homes, Inc. and Simpson Manufacturing, Inc., Civil No. 09-1-2697-11 (“Case 1”); Ke Noho Kai Development, LLC v. Simpson Strong-Tie Company, Inc., and Honolulu Wood Treating Co., LTD., Case No. 09-1-1491-06 SSM (“Case 2”); North American Specialty Ins. Co. v. Simpson Strong-Tie Company, Inc. and K.C. Metal Products, Inc., Case No. 09-1-1490-06 VSM (“Case 3”); and Charles et al. v. Haseko Homes, Inc. et al. and Third Party Plaintiffs Haseko Homes, Inc. et al. v. Simpson Strong-Tie Company, Inc., et al., Civil No. 09-1-1932-08 (“Case 4”). Case 1 was filed on November 18, 2009. Cases 2 and 3 were originally filed on June 30, 2009. Case 4 was filed on August 19, 2009. The Cases all relate to alleged premature corrosion of the Company’s strap tie holdown products installed in buildings in a housing development known as Ocean Pointe in Honolulu, Hawaii, allegedly causing property damage. Case 1 is a putative class action brought by the owners of allegedly affected Ocean Pointe houses. Case 1 was originally filed as Kai et al. v. Haseko Homes, Inc., Haseko Construction, Inc. and Simpson Manufacturing, Inc., Case No. 09-1-1476, but was voluntarily dismissed and then re-filed with a new representative plaintiff. Case 2 is an action by the builders and developers of Ocean Pointe against the Company, claiming that either the Company’s strap tie holdowns are defective in design or manufacture or the Company failed to provide adequate warnings regarding the products’ susceptibility to corrosion in certain environments. Case 3 is a subrogation action brought by the insurance company for the builders and developers against the Company claiming the insurance company expended funds to correct problems allegedly caused by the Company’s products. Case 4 is a putative class action brought, like Case 1, by owners of allegedly affected Ocean Pointe homes. In Case 4, Haseko Homes, Inc. (“Haseko”), the developer of the Ocean Pointe development, brought a third party complaint against the Company alleging that any damages for which Haseko may be liable are actually the fault of the Company. Similarly, Haseko’s sub-contractors on the Ocean Pointe development brought cross-claims against the Company seeking indemnity and contribution for any amounts for which they may ultimately be found liable. None of the Cases alleges a specific amount of damages sought, although each of the Cases seeks compensatory damages, and Case 1 seeks punitive damages. Cases 1 and 4 have been consolidated. In December 2012, the Court granted the Company summary judgment on the claims asserted by the plaintiff homeowners in Cases 1 and 4, and on the third party complaint and cross-claims asserted by Haseko and the sub-contractors, respectively, in Case 4. In April 2013, the Court granted Haseko and the sub-contractors’ motion for leave to amend their cross-claims to allege a claim for negligent misrepresentation. The Company continues to investigate the facts underlying the claims asserted in the Cases, including, among other things, the cause of the alleged corrosion; the severity of any problems shown to exist; the buildings affected; the responsibility of the general contractor, various subcontractors and other construction professionals for the alleged damages; the amount, if any, of damages suffered; and the costs of repair, if needed. At this time, the likelihood that the Company will be found liable under any legal theory and the extent of such liability, if any, are unknown. Management believes the Cases may not be resolved for an extended period. The Company intends to defend itself vigorously in connection with the Cases. | |
Based on facts currently known to the Company, the Company believes that all or part of the claims alleged in the Cases may be covered by its insurance policies. On April 19, 2011, an action was filed in the United States District Court for the District of Hawaii, National Union Fire Insurance Company of Pittsburgh, PA v. Simpson Manufacturing Company, Inc., et al., Civil No. 11-00254 ACK. In this action, Plaintiff National Union Fire Insurance Company of Pittsburgh, Pennsylvania (“National Union”), which issued certain Commercial General Liability insurance policies to the Company, seeks declaratory relief in the Cases with respect to its obligations to defend or indemnify the Company, Simpson Strong-Tie Company Inc., and a vendor of the Company’s strap tie holdown products. By Order dated November 7, 2011, all proceedings in the National Union action have been stayed. If the stay is lifted and the National Union action is not dismissed, the Company intends vigorously to defend all claims advanced by National Union. | |
On April 12, 2011, Fireman’s Fund Insurance Company (“Fireman’s Fund”), another of the Company’s general liability insurers, sued Hartford Fire Insurance Company (“Hartford”), a third insurance company from whom the Company purchased general liability insurance, in the United States District Court for the Northern District of California, Fireman’s Fund Insurance Company v. Hartford Fire Insurance Company, Civil No. 11 1789 SBA (the “Fireman’s Fund action”). The Company has intervened in the Fireman’s Fund action and seeks a formal stay of proceedings in that action as well, pending resolution of the underlying Ocean Pointe cases. | |
On November 21, 2011, the Company commenced a lawsuit against National Union, Fireman’s Fund, Hartford and others in the Superior Court of the State of California in and for the City and County of San Francisco (the “San Francisco coverage action”). In the San Francisco coverage action, the Company alleges generally that the separate pendency of the National Union action and the Fireman’s Fund action presents a risk of inconsistent adjudications; that the San Francisco Superior Court has jurisdiction over all of the parties and should exercise jurisdiction at the appropriate time to resolve any and all disputes that have arisen or may in the future arise among the Company and its liability insurers; and that the San Francisco coverage action should also be stayed pending resolution of the underlying Ocean Pointe Cases. The San Francisco coverage action has been ordered stayed pending resolution of the Cases. | |
Nishimura v. Gentry Homes, Ltd; Simpson Manufacturing Co., Inc.; and Simpson Strong-Tie Company, Inc., Civil no. 11-1-1522-07, was filed in the Circuit Court of the First Circuit of Hawaii on July 20, 2011. The Nishimura case alleges premature corrosion of the Company’s strap tie holdown products in a housing development at Ewa Beach in Honolulu, Hawaii. The case is a putative class action brought by owners of allegedly affected homes. The Complaint alleges that the Company’s strap products and mudsill anchors are insufficiently corrosion resistant and/or fail to comply with Honolulu’s building code. In February 2012, the Court dismissed three of the five claims the plaintiffs had asserted against the Company. The Company is currently investigating the allegations of the complaint, including, among other things: the existence and extent of the alleged corrosion, if any; the building code provisions alleged to be applicable and, if applicable, whether the products complied; the buildings affected; the responsibility of the general contractor, various subcontractors and other construction professionals for the alleged damages; the amount, if any, of damages suffered; and the costs of repair, if any are needed. At this time, the likelihood that the Company will be found liable for any damage allegedly suffered and the extent of such liability, if any, are unknown. The Company denies any liability of any kind and intends to defend itself vigorously in this case. | |
With respect to these legal proceedings, individually and in the aggregate, the Company has not yet been able to determine whether an unfavorable outcome is probable or reasonably possible and has not been able to reasonably estimate the amount or range of any possible loss. As a result, no amounts have been accrued or disclosed in the accompanying consolidated financial statements with respect to these legal proceedings. | |
The Company is not engaged in any other legal proceedings as of the date hereof, which the Company expects individually or in the aggregate to have a material adverse effect on the Company’s financial condition, cash flows or results of operations. The resolution of claims and litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows or results of operations. | |
Other | |
The Company’s policy with regard to environmental liabilities is to accrue for future environmental assessments and remediation costs when information becomes available that indicates that it is probable that the Company is liable for any related claims and assessments and the amount of the liability is reasonably estimable. The Company does not believe that these environmental matters will have a material adverse effect on the Company’s financial condition, cash flows or results of operations. | |
Corrosion, hydrogen enbrittlement, cracking, material hardness, wood pressure-treating chemicals, misinstallations, misuse, design and assembly flaws, manufacturing defects, environmental conditions or other factors can contribute to failure of fasteners, connectors, tools, anchors, adhesives and tool products. On occasion, some of the products that the Company sells have failed, although the Company has not incurred any material liability resulting from those failures. The Company attempts to avoid such failures by establishing and monitoring appropriate product specifications, manufacturing quality control procedures, inspection procedures and information on appropriate installation methods and conditions. The Company subjects its products to extensive testing, with results and conclusions published in Company catalogues and on its websites. Based on test results to date, the Company believes that, generally, if its products are appropriately selected, installed and used in accordance with the Company’s guidance, they may be reliably used in appropriate applications. |
StockBased_Incentive_Plans
Stock-Based Incentive Plans | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Stock-Based Incentive Plans | ' | |||||||||||
Stock-Based Incentive Plans | ' | |||||||||||
8. 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 6, 2013, 359,371 restricted stock units were awarded, including 9,975 awarded to the Company’s directors who are not employees, at an estimated value of $31.96 per share, based on the closing price on February 5, 2013. The restrictions on these awards generally lapse one quarter on the date of the award and one quarter on each of the first, second and third anniversaries of the date of the award. | ||||||||||||
The following table summarizes the Company’s unvested restricted stock unit activity for the nine months ended September 30, 2013: | ||||||||||||
Aggregate | ||||||||||||
Weighted- | Intrinsic | |||||||||||
Shares | Average | Value * | ||||||||||
Unvested Restricted Stock Units (RSUs) | (in thousands) | Price | (in thousands) | |||||||||
Outstanding at January 1, 2013 | 264 | $ | 33.23 | |||||||||
Awarded | 359 | |||||||||||
Vested | (174 | ) | ||||||||||
Forfeited | (1 | ) | ||||||||||
Outstanding at September 30, 2013 | 448 | $ | 32.45 | $ | 14,585 | |||||||
Outstanding and expected to vest at September 30, 2013 | 436 | $ | 32.45 | $ | 14,207 | |||||||
* The intrinsic value is calculated using the closing price per share of $32.57 as reported by the New York Stock Exchange on September 30, 2013. | ||||||||||||
Based on the market value on the award date, the total intrinsic value of vested restricted stock units during the nine-month periods ended September 30, 2013 and 2012, was $5.7 million and $3.1 million, respectively. | ||||||||||||
The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility was based on historical volatilities of the Company’s common stock measured monthly over a term that is equivalent to the expected life of the stock option. The expected term of each stock option was estimated based on the Company’s prior exercise experience and future expectations of the exercise and termination behavior of the grantees. The risk-free rate was based on the yield of United States Treasury zero-coupon bonds with maturities comparable to the expected life in effect at the time of grant. The dividend yield was based on the expected dividend yield on the grant date. | ||||||||||||
No stock options were granted in 2012 or the first nine months of 2013. The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2013: | ||||||||||||
Weighted- | ||||||||||||
Weighted- | Average | Aggregate | ||||||||||
Average | Remaining | Intrinsic | ||||||||||
Shares | Exercise | Contractual | Value * | |||||||||
Non-Qualified Stock Options | (in thousands) | Price | Life (in years) | (in thousands) | ||||||||
Outstanding at January 1, 2013 | 1,907 | $ | 31.58 | |||||||||
Exercised | (193 | ) | ||||||||||
Forfeited | (374 | ) | ||||||||||
Outstanding at September 30, 2013 | 1,340 | $ | 29.63 | $ | 4,057 | |||||||
Outstanding and expected to vest at September 30, 2013 | 1,317 | $ | 29.63 | 3.9 | $ | 3,988 | ||||||
Exercisable at September 30, 2013 | 819 | $ | 29.67 | 3.7 | $ | 2,488 | ||||||
* 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 $32.57 as reported by the New York Stock Exchange on September 30, 2013. | ||||||||||||
The total intrinsic value of stock options exercised during the nine-month periods ended September 30, 2013 and 2012, was $0.9 million and $0.8 million, respectively. | ||||||||||||
A summary of the status of unvested stock options as of September 30, 2013, and changes during the nine months ended September 30, 2013, are presented below: | ||||||||||||
Weighted- | ||||||||||||
Average | ||||||||||||
Shares | Grant-Date | |||||||||||
Unvested Stock Options | (in thousands) | Fair Value | ||||||||||
Unvested at January 1, 2013 | 826 | $ | 10.25 | |||||||||
Vested | (304 | ) | 10.18 | |||||||||
Forfeited | (1 | ) | 10.33 | |||||||||
Unvested at September 30, 2013 | 521 | $ | 10.29 | |||||||||
As of September 30, 2013, $11.0 million of total unrecognized compensation cost was related to unvested stock-based compensation arrangements under the 2011 Incentive Plan. The portions of this cost related to stock options and restricted stock units awarded through January 2013 are expected to be recognized over a weighted-average period of 1.8 years. | ||||||||||||
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Segment Information | ' | |||||||||||||
Segment Information | ' | |||||||||||||
9. 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 amounts between consolidated income before tax and consolidated income from operations are net interest income, which is primarily attributed to Administrative and All Other. | ||||||||||||||
The following table illustrates certain measurements used by management to assess the performance as of or for the following periods: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Net Sales | ||||||||||||||
North America | $ | 157,278 | $ | 137,145 | $ | 444,772 | $ | 409,644 | ||||||
Europe | 33,887 | 31,880 | 89,903 | 94,236 | ||||||||||
Asia/Pacific | 4,475 | 2,851 | 10,621 | 7,958 | ||||||||||
Administrative and all other | 237 | 237 | 712 | 712 | ||||||||||
Total | $ | 195,877 | $ | 172,113 | $ | 546,008 | $ | 512,550 | ||||||
Sales to Other Segments* | ||||||||||||||
North America | $ | 1,316 | $ | 969 | $ | 3,247 | $ | 3,783 | ||||||
Europe | 20 | 105 | 332 | 258 | ||||||||||
Asia/Pacific | 3,968 | 3,894 | 12,979 | 12,191 | ||||||||||
Total | $ | 5,304 | $ | 4,968 | $ | 16,558 | $ | 16,232 | ||||||
Income (Loss) from Operations | ||||||||||||||
North America | $ | 28,659 | $ | 22,102 | $ | 73,582 | $ | 66,558 | ||||||
Europe | 3,682 | 1,172 | 1,742 | 889 | ||||||||||
Asia/Pacific | (649 | ) | (1,043 | ) | (1,878 | ) | (1,860 | ) | ||||||
Administrative and all other | (807 | ) | (241 | ) | (3,871 | ) | (2,940 | ) | ||||||
Total | $ | 30,885 | $ | 21,990 | $ | 69,575 | $ | 62,647 | ||||||
* The sales to other segments are eliminated in consolidation. | ||||||||||||||
At | ||||||||||||||
At September 30, | December 31, | |||||||||||||
(in thousands) | 2013 | 2012 | 2012 | |||||||||||
Total Assets | ||||||||||||||
North America | $ | 630,459 | $ | 568,878 | $ | 583,501 | ||||||||
Europe | 196,958 | 196,883 | 194,000 | |||||||||||
Asia/Pacific | 32,757 | 31,067 | 30,455 | |||||||||||
Administrative and all other | 74,002 | 82,168 | 82,366 | |||||||||||
Total | $ | 934,176 | $ | 878,996 | $ | 890,322 | ||||||||
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 $120.1 million, $107.3 million, and $91.9 million, as of September 30, 2013 and 2012, and December 31, 2012, respectively. | ||||||||||||||
The following table illustrates how the Company’s net sales are distributed by product group for the following periods: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Wood Construction | $ | 164,094 | $ | 145,987 | $ | 462,761 | $ | 438,576 | ||||||
Concrete Construction | 31,506 | 25,849 | 82,361 | 73,079 | ||||||||||
Other | 277 | 277 | 886 | 895 | ||||||||||
Total | $ | 195,877 | $ | 172,113 | $ | 546,008 | $ | 512,550 | ||||||
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. | ||||||||||||||
Plant_Closure
Plant Closure | 9 Months Ended |
Sep. 30, 2013 | |
Plant Closure | ' |
Plant Closure | ' |
10. Plant Closure | |
In September 2012, the Company decided to discontinue manufacturing heavy-duty mechanical anchors made in its facility in Ireland, which were sold mainly in Europe, to focus on selling light-duty and medium-duty anchors and fastener products in conjunction with its connector products. In December 2012, the Company ceased producing and selling heavy-duty mechanical anchors and terminated employees in Europe, primarily in Ireland and Germany, who were manufacturing, selling or supporting the product line. In July 2013, the Company concluded all remaining closing activities associated with the terminated product line, including transferring remaining inventories and certain fixed assets to its other operating locations. All costs associated with the closure are reported in the Europe segment. | |
At December 31, 2012, the long-lived assets of the Ireland facility had a net book value of $2.8 million, including land and building with a net book value of $2.7 million. In the first quarter of 2013, the Company concluded that the carrying value of its Ireland facility, associated with the Europe segment, exceeded its net estimated realizable value, and therefore recorded an impairment charge, within general and administrative expenses, of $1.0 million. The net realizable value was based on the Company’s intent to lease the facility. In September 2013, after receiving an offer that exceeded current expectations, the Company reconsidered leasing the facility and decided to accept the offer. The facility had a remaining net book value of $1.7 million and was sold for $1.0 million, resulting in a $0.7 million loss on sales of assets. Remaining equipment with a net book value of $0.1 million was sold to outside parties, transferred to other branches within the Company or scrapped. See note 4. | |
In 2012, the Company recorded employee severance obligations of $3.0 million, of which $2.4 million was paid in 2012, and $0.6 million was accrued at December 31, 2012. In the first nine months of 2013, severance payments of $0.3 million were made and severance charges of $0.2 million were reversed due to a court decision requiring the Company to retain an employee until 2014. No additional severance obligations were recorded in 2013. The remaining balance of less than $0.1 million to be paid in 2014 represents the statutory and discretionary amounts due to employees that were or will be involuntarily terminated. The Company does not expect to record additional severance expense in 2013. | |
Closure liabilities are recognized when a transaction or event has occurred that leaves little or no discretion to avoid future settlement of the liability. The Company estimates that closure costs will total $0.5 million, all of which will be allocated to operating expenses. As of December 31, 2012, the Company had recorded $0.3 million in plant closure expenses, of which $0.2 million was paid in 2012 and $0.1 million is to be paid in 2013. In the first nine months of 2013, the Company had recorded an additional $0.1 million in plant closure costs and paid $0.2 million in accrued plant closure costs, with a small amount payable during the remainder of 2013. The Company estimates additional closure costs of $0.1 million will be incurred and paid in 2013. | |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
11. Subsequent Events | |
In October 2013, the Company’s Board of Directors declared a cash dividend of $0.125 per share, estimated to total $6.0 million, to be paid on January 23, 2014, to stockholders of record on January 2, 2014. The Board of Directors also scheduled the Company’s 2014 annual meeting of stockholders for Tuesday, April 22, 2014. | |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Basis of Presentation | ' | |||||||||||||
Principles of Consolidation | ' | |||||||||||||
Principles of Consolidation | ||||||||||||||
The consolidated financial statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries (the “Company”). Investments in 50% or less owned affiliates are accounted for using either cost or the equity method. All significant intercompany transactions have been eliminated. | ||||||||||||||
Interim Period Reporting | ' | |||||||||||||
Interim Period Reporting | ||||||||||||||
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These interim statements should be read in conjunction with the 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, 2012 (the “2012 Annual Report”). | ||||||||||||||
The unaudited quarterly condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial information set forth therein, in accordance with GAAP. The year-end condensed consolidated balance sheet data were derived from audited financial statements, but do not include all disclosures required by GAAP. The Company’s quarterly results fluctuate. As a result, the Company believes the results of operations for the interim periods are not necessarily indicative of the results to be expected for any future period. | ||||||||||||||
Revenue Recognition | ' | |||||||||||||
Revenue Recognition | ||||||||||||||
The Company recognizes revenue when the earnings process is complete, net of applicable provision for discounts, returns and incentives, whether actual or estimated, based on the Company’s experience. This generally occurs when products are shipped to the customer in accordance with the sales agreement or purchase order, ownership and risk of loss pass to the customer, collectability is reasonably assured and pricing is fixed or determinable. The Company’s general shipping terms are F.O.B. shipping point, where title is transferred and revenue is recognized when the products are shipped to customers. When the Company sells F.O.B. destination point, title is transferred and the Company recognizes revenue on delivery or customer acceptance, depending on terms of the sales agreement. Service sales, representing after-market repair and maintenance, engineering activities, software license sales and services and lease income, though significantly less than 1% of net sales and not material to the consolidated financial statements, are recognized as the services are completed or the software products and services are delivered. If actual costs of sales returns, incentives and discounts were to significantly exceed the recorded estimated allowance, the Company’s sales would be adversely affected. | ||||||||||||||
Net Earnings Per Common Share | ' | |||||||||||||
Net Earnings Per Common Share | ||||||||||||||
Basic earnings per common share is 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 share (“EPS”) to diluted EPS: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
(in thousands, except per share amounts) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Net income available to common stockholders | $ | 20,006 | $ | 12,976 | $ | 43,303 | $ | 36,036 | ||||||
Basic weighted-average shares outstanding | 48,377 | 48,346 | 48,482 | 48,322 | ||||||||||
Dilutive effect of potential common stock equivalents — stock options | 174 | 44 | 121 | 63 | ||||||||||
Diluted weighted-average shares outstanding | 48,551 | 48,390 | 48,603 | 48,385 | ||||||||||
Earnings per common share: | ||||||||||||||
Basic | $ | 0.41 | $ | 0.27 | $ | 0.89 | $ | 0.75 | ||||||
Diluted | 0.41 | 0.27 | 0.89 | 0.74 | ||||||||||
Potentially dilutive securities excluded from earnings per diluted share because their effect is anti-dilutive | — | 1,709 | — | 1,714 | ||||||||||
Accounting for Stock-Based Compensation | ' | |||||||||||||
Accounting for Stock-Based Compensation | ||||||||||||||
With the approval of the Company’s stockholders on April 26, 2011, the Company adopted the Simpson Manufacturing Co., Inc. 2011 Incentive Plan (the “2011 Plan”). The 2011 Plan amended and restated in their entirety, and incorporated and superseded, both the Simpson Manufacturing Co., Inc. 1994 Stock Option Plan (the “1994 Plan”), which was principally for the Company’s employees, and the Simpson Manufacturing Co., Inc. 1995 Independent Director Stock Option Plan (the “1995 Plan”), which was for its independent directors. Options previously granted under the 1994 Plan or the 1995 Plan were not affected by the adoption of the 2011 Plan and continue to be governed by the 1994 Plan or the 1995 Plan, respectively. | ||||||||||||||
Under the 1994 Plan, the Company could grant incentive stock options and non-qualified stock options. The Company, however, granted only non-qualified stock options under both the 1994 Plan and the 1995 Plan. The Company generally granted options under each of the 1994 Plan and the 1995 Plan once each year. The exercise price per share of each option granted under the 1994 Plan equaled the closing market price per share of the Company’s common stock as reported by the New York Stock Exchange on the day preceding the day that the Compensation and Leadership Development Committee of the Company’s Board of Directors met to approve the grant of the options. The exercise price per share under each option granted under the 1995 Plan was at the fair market value on the date specified in the 1995 Plan. Options vest and expire according to terms established at the grant date. Options granted under the 1994 Plan typically vest evenly over the requisite service period of four years and have a term of seven years. The vesting of options granted under the 1994 Plan will be accelerated if the grantee ceases to be employed by the Company after reaching age 60 or if there is a change in control of the Company. Options granted under the 1995 Plan were fully vested on the date of grant. Shares of common stock issued on exercise of stock options under the 1994 Plan and the 1995 Plan are registered under the Securities Act of 1933. | ||||||||||||||
Under the 2011 Plan, the Company may grant incentive stock options, non-qualified stock options, restricted stock and restricted stock units, although the Company currently intends to award primarily restricted stock units and to a lesser extent, if at all, non-qualified stock options. The Company does not currently intend to award incentive stock options or restricted stock. Under the 2011 Plan, no more than 16.3 million shares of the Company’s common stock may be issued (including shares already issued) pursuant to all awards under the 2011 Plan, including on exercise of options previously granted under the 1994 Plan and the 1995 Plan. Shares of common stock to be issued pursuant to the 2011 Plan are registered under the Securities Act of 1933. | ||||||||||||||
The following table represents the Company’s stock option and restricted stock unit activity for the three and nine months ended September 30, 2013 and 2012: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Stock-based compensation expense recognized in operating expenses | $ | 2,959 | $ | 1,966 | $ | 8,644 | $ | 7,086 | ||||||
Tax benefit of stock-based compensation expense in provision for income taxes | 1,087 | 691 | 3,031 | 2,462 | ||||||||||
Stock-based compensation expense, net of tax | $ | 1,872 | $ | 1,275 | $ | 5,613 | $ | 4,624 | ||||||
Fair value of shares vested | $ | 3,007 | $ | 2,043 | $ | 8,656 | $ | 7,048 | ||||||
Proceeds to the Company from the exercise of stock-based compensation | $ | 4,557 | $ | 201 | $ | 5,333 | $ | 2,184 | ||||||
Tax effect from exercise of stock-based compensation, including shortfall tax benefits | $ | (337 | ) | $ | (4 | ) | $ | (2,187 | ) | $ | (60 | ) | ||
At September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Stock-based compensation cost capitalized in inventory | $ | 426 | $ | 354 | ||||||||||
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 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 | ' | |||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
The “Fair Value Measurements and Disclosures” topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards CodificationTM (“ASC”) establishes a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. | ||||||||||||||
The Company’s investments consisted of only United States Treasury securities and money market funds, which are the Company’s primary financial instruments, maintained in cash equivalents and carried at cost, approximating fair value, based on Level 1 inputs. The balance of the Company’s primary financial instruments was as follows: | ||||||||||||||
At September 30, | At December 31, | |||||||||||||
(in thousands) | 2013 | 2012 | 2012 | |||||||||||
Financial instruments | $ | 87,381 | $ | 85,237 | $ | 76,130 | ||||||||
The carrying amounts of trade accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. The fair value of the Company’s line of credit is classified as Level 2 within the fair value hierarchy and is calculated based on borrowings with similar maturities, current remaining average life to maturity and current market conditions. | ||||||||||||||
Income Taxes | ' | |||||||||||||
Income Taxes | ||||||||||||||
The Company uses an estimated annual effective tax rate to measure the tax benefit or tax expense recognized in each interim period. The effective tax rate decrease from the third quarter of 2012 to the third quarter of 2013 was primarily due to reduced valuation allowances taken on lower third quarter 2013 operating losses in the Europe and Asia/Pacific segments. The effective tax rate decrease from the first nine months of 2012 to the first nine months of 2013 was primarily due to $2.3 million in non-deductible acquisition costs recorded in 2012. | ||||||||||||||
The following table presents the Company’s effective tax rates and income tax expense for the three and nine months ended September 30, 2013 and 2012: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
(in thousands, except percentage amounts) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Effective tax rate | 35.2 | % | 41.1 | % | 37.8 | % | 42.6 | % | ||||||
Provision for income taxes | $ | 10,870 | $ | 9,069 | $ | 26,304 | $ | 26,788 | ||||||
Acquisitions | ' | |||||||||||||
Acquisitions | ||||||||||||||
In January 2012, the Company purchased all of the shares of S&P Clever, for $58.1 million, subject to post-closing adjustments. S&P Clever manufactures and sells engineered materials to repair, strengthen and restore concrete, masonry and asphalt and has operations in Switzerland, Germany, Portugal, Poland, The Netherlands and Austria. Payments under the purchase agreement included cash payments of $57.5 million and contingent consideration of $0.6 million payable over a three-year period if sales goals are met. As a result of the acquisition, the Company has increased its presence in the infrastructure, commercial and industrial construction markets in Europe. The Company’s measurement of assets acquired and liabilities assumed included cash and cash equivalents of $6.8 million, other current assets of $10.8 million, non-current assets of $53.4 million, current liabilities of $12.6 million and non-current liabilities of $0.2 million. Included in non-current assets is goodwill of $19.3 million, which was assigned to the Europe segment and is not deductible for tax purposes, intangible assets of $15.7 million, the amortization of which is not deductible for tax purposes and long-lived intangibles of $4.8 million related to in-progress product development, which will be amortized when the Company markets the product for sale. The weighted-average amortization period for the intangible assets is 9.8 years. | ||||||||||||||
In March 2012, the Company purchased substantially all of the assets of CarbonWrap Solutions, L.L.C. (“CarbonWrap”) for $5.5 million, subject to post-closing adjustments. CarbonWrap develops fiber-reinforced polymer products primarily for infrastructure and transportation projects. Payments under the purchase agreement totaled $5.3 million in cash and contingent consideration of $0.2 million paid on resolution of specified post-closing contingencies to the principal officer of CarbonWrap, who is now employed by the Company. The Company’s measurement of assets acquired included goodwill of $3.5 million, which was assigned to the North America segment and is deductible for tax purposes, and intangible assets of $1.7 million, which is subject to tax-deductible amortization. Net tangible assets consisting of accounts receivable, inventory, equipment and prepaid expenses accounted for the balance of the purchase price. The weighted-average amortization period for the intangible assets is 15.6 years. | ||||||||||||||
In December 2012, the Company completed a transaction with Keymark Enterprises LLC (“Keymark”). In 2011, the Company had purchased various software assets from Keymark and had engaged Keymark to perform certain software development for the Company, for which the Company had agreed to compensate Keymark at rates equal to a multiple of Keymark’s costs. In the 2012 transaction, the Company paid Keymark $9.1 million, hired thirty-nine Keymark employees to perform the development work that Keymark had previously been engaged to perform and purchased from Keymark various assets needed for that work. This transaction also included termination of the 2011 software development agreement and the Company will be entitled to certain software license revenue that was previously received by Keymark. The Company’s December 2012 provisional measurement of the assets acquired included intangibles of $8.9 million. The provisional measurement of the assets acquired was corrected in the third quarter to include goodwill of $5.9 million and intangibles of $3.0 million, both of which are subject to tax-deductible amortization. Equipment and prepaid expenses accounted for the balance of the purchase price, which was assigned to the North American segment. | ||||||||||||||
In February 2013, the Company purchased certain assets relating to the TJ® ShearBrace (“ShearBrace”) product line of Weyerhaeuser NR Company (“Weyerhaeuser”) for $5.3 million in cash, subject to post-closing adjustments. The ShearBrace is a line of pre-fabricated shearwalls that complements the Company’s Strong-Wall shearwall, and is sold throughout North America. The Company’s provisional measurement of assets acquired included goodwill of $2.6 million that has been assigned to the North America segment, and intangible assets of $1.9 million, both of which are subject to tax-deductible amortization. Net tangible assets consisting of inventory and equipment accounted for the balance of the purchase price. | ||||||||||||||
Under the business combinations topic of the FASB ASC, the Company accounted for these acquisitions as business combinations and ascribed acquisition-date fair values to the acquired assets and assumed liabilities. Provisional fair value measurements were made in the fourth quarter of 2012 for acquired Keymark assets and in the first quarter of 2013 for acquired ShearBrace assets. Adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date, as information necessary to complete the analysis is obtained. Fair value of intangible assets was based on Level 3 inputs. The Company expects the measurement process for each acquisition to be finalized within a year of its acquisition date. | ||||||||||||||
Pro-forma financial information is not presented as it would not be materially different from the information presented in the Condensed Consolidated Statements of Operations. | ||||||||||||||
Out-of-Period Adjustments | ' | |||||||||||||
Out-of-Period Adjustments | ||||||||||||||
In the third quarter of 2013, the Company recorded $0.7 million net of tax in out-of-period adjustments, which had the effect of increasing net income by $0.7 million in Q3 2013. The adjustments related to the Keymark acquisition and capitalization of software development costs. The effect of these out-of-period adjustments on previously reported periods was that net income was understated for the three months ended March 31, 2013, and the three and six months ended June 30, 2013, by $0.4 million, $0.3 million and $0.7 million, respectively. The correction of these errors in the third quarter of 2013 is not material to the current period or any prior period. | ||||||||||||||
Recently Adopted Accounting Standards | ' | |||||||||||||
Recently Adopted Accounting Standards | ||||||||||||||
In February 2013, the FASB issued an amendment to the comprehensive income guidance requiring reporting of the effect of significant reclassifications out of other comprehensive income on the respective lines in net income if the amount being reclassified is required to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures that provide additional information about these amounts. This amendment is effective for fiscal years beginning after December 15, 2012, and interim periods within those years. The implementation of this amended accounting guidance did not have a material effect on the Company’s consolidated financial position and results of operations. | ||||||||||||||
In July 2013, the FASB issued an amendment to the income taxes guidance that applies to all entities. It is expected to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits. Additionally, the amendment intends to better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position relating to net operating loss carryforwards, similar tax losses, or tax credit carryforwards. The Company’s early adoption and implementation of this amended accounting guidance did not have a material effect on the Company’s consolidated financial position and results of operations. |
Basis_of_Presentation_Tables
Basis of Presentation (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Basis of Presentation | ' | |||||||||||||
Reconciliation of basic earnings per share ("EPS") to diluted EPS | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
(in thousands, except per share amounts) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Net income available to common stockholders | $ | 20,006 | $ | 12,976 | $ | 43,303 | $ | 36,036 | ||||||
Basic weighted-average shares outstanding | 48,377 | 48,346 | 48,482 | 48,322 | ||||||||||
Dilutive effect of potential common stock equivalents — stock options | 174 | 44 | 121 | 63 | ||||||||||
Diluted weighted-average shares outstanding | 48,551 | 48,390 | 48,603 | 48,385 | ||||||||||
Earnings per common share: | ||||||||||||||
Basic | $ | 0.41 | $ | 0.27 | $ | 0.89 | $ | 0.75 | ||||||
Diluted | 0.41 | 0.27 | 0.89 | 0.74 | ||||||||||
Potentially dilutive securities excluded from earnings per diluted share because their effect is anti-dilutive | — | 1,709 | — | 1,714 | ||||||||||
Stock option and restricted stock unit activity of the entity | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Stock-based compensation expense recognized in operating expenses | $ | 2,959 | $ | 1,966 | $ | 8,644 | $ | 7,086 | ||||||
Tax benefit of stock-based compensation expense in provision for income taxes | 1,087 | 691 | 3,031 | 2,462 | ||||||||||
Stock-based compensation expense, net of tax | $ | 1,872 | $ | 1,275 | $ | 5,613 | $ | 4,624 | ||||||
Fair value of shares vested | $ | 3,007 | $ | 2,043 | $ | 8,656 | $ | 7,048 | ||||||
Proceeds to the Company from the exercise of stock-based compensation | $ | 4,557 | $ | 201 | $ | 5,333 | $ | 2,184 | ||||||
Tax effect from exercise of stock-based compensation, including shortfall tax benefits | $ | (337 | ) | $ | (4 | ) | $ | (2,187 | ) | $ | (60 | ) | ||
At September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Stock-based compensation cost capitalized in inventory | $ | 426 | $ | 354 | ||||||||||
Summary of financial instruments | ' | |||||||||||||
At September 30, | At December 31, | |||||||||||||
(in thousands) | 2013 | 2012 | 2012 | |||||||||||
Financial instruments | $ | 87,381 | $ | 85,237 | $ | 76,130 | ||||||||
Schedule of effective tax rates and income tax expense | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
(in thousands, except percentage amounts) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Effective tax rate | 35.2 | % | 41.1 | % | 37.8 | % | 42.6 | % | ||||||
Provision for income taxes | $ | 10,870 | $ | 9,069 | $ | 26,304 | $ | 26,788 |
Trade_Accounts_Receivable_Net_
Trade Accounts Receivable, Net (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Trade Accounts Receivable, Net | ' | ||||||||||
Schedule of trade accounts receivable, net | ' | ||||||||||
At September 30, | At December 31, | ||||||||||
(in thousands) | 2013 | 2012 | 2012 | ||||||||
Trade accounts receivable | $ | 122,328 | $ | 111,726 | $ | 85,732 | |||||
Allowance for doubtful accounts | (1,384 | ) | (1,514 | ) | (1,288 | ) | |||||
Allowance for sales discounts and returns | (2,049 | ) | (1,787 | ) | (1,632 | ) | |||||
$ | 118,895 | $ | 108,425 | $ | 82,812 |
Inventories_Tables
Inventories (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Inventories | ' | ||||||||||
Schedule of carrying values of inventories | ' | ||||||||||
At September 30, | At December 31, | ||||||||||
(in thousands) | 2013 | 2012 | 2012 | ||||||||
Raw materials | $ | 75,032 | $ | 66,508 | $ | 95,959 | |||||
In-process products | 18,070 | 19,225 | 16,878 | ||||||||
Finished products | 94,153 | 86,288 | 91,287 | ||||||||
$ | 187,255 | $ | 172,021 | $ | 204,124 |
Property_Plant_and_Equipment_N1
Property, Plant and Equipment, Net (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Property, Plant and Equipment, Net | ' | ||||||||||
Schedule of property, plant and equipment | ' | ||||||||||
At September 30, | At December 31, | ||||||||||
(in thousands) | 2013 | 2012 | 2012 | ||||||||
Land | $ | 29,283 | $ | 32,282 | $ | 32,068 | |||||
Buildings and site improvements | 177,484 | 170,761 | 174,187 | ||||||||
Leasehold improvements | 5,068 | 5,047 | 4,747 | ||||||||
Machinery, equipment, and software | 221,459 | 212,918 | 214,222 | ||||||||
433,294 | 421,008 | 425,224 | |||||||||
Less accumulated depreciation and amortization | (232,958 | ) | (215,562 | ) | (217,868 | ) | |||||
200,336 | 205,446 | 207,356 | |||||||||
Capital projects in progress | 9,305 | 5,686 | 6,096 | ||||||||
$ | 209,641 | $ | 211,132 | $ | 213,452 |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Goodwill and Intangible Assets, Net | ' | ||||||||||
Schedule of goodwill, by segment | ' | ||||||||||
At September 30, | At December 31, | ||||||||||
(in thousands) | 2013 | 2012 | 2012 | ||||||||
North America | $ | 87,104 | $ | 77,630 | $ | 78,739 | |||||
Europe | 41,388 | 49,238 | 41,263 | ||||||||
Asia/Pacific | 1,778 | 1,944 | 1,979 | ||||||||
Total | $ | 130,270 | $ | 128,812 | $ | 121,981 | |||||
Schedule of net intangible assets, by segment | ' | ||||||||||
At September 30, 2013 | |||||||||||
Gross | Net | ||||||||||
Carrying | Accumulated | Carrying | |||||||||
(in thousands) | Amount | Amortization | Amount | ||||||||
North America | $ | 33,975 | $ | (15,032 | ) | $ | 18,943 | ||||
Europe | 27,285 | (9,273 | ) | 18,012 | |||||||
Total | $ | 61,260 | $ | (24,305 | ) | $ | 36,955 | ||||
At September 30, 2012 | |||||||||||
Gross | Net | ||||||||||
Carrying | Accumulated | Carrying | |||||||||
Amount | Amortization | Amount | |||||||||
North America | $ | 35,620 | $ | (16,278 | ) | $ | 19,342 | ||||
Europe | 28,064 | (7,331 | ) | 20,733 | |||||||
Total | $ | 63,684 | $ | (23,609 | ) | $ | 40,075 | ||||
At December 31, 2012 | |||||||||||
Gross | Net | ||||||||||
Carrying | Accumulated | Carrying | |||||||||
Amount | Amortization | Amount | |||||||||
North America | $ | 37,992 | $ | (12,012 | ) | $ | 25,980 | ||||
Europe | 31,701 | (7,083 | ) | 24,618 | |||||||
Total | $ | 69,693 | $ | (19,095 | ) | $ | 50,598 | ||||
Schedule of estimated future amortization of intangible assets | ' | ||||||||||
(in thousands) | |||||||||||
Remaining three months of 2013 | $ | 1,772 | |||||||||
2014 | 6,997 | ||||||||||
2015 | 6,085 | ||||||||||
2016 | 5,810 | ||||||||||
2017 | 3,848 | ||||||||||
2018 | 2,954 | ||||||||||
Thereafter | 9,489 | ||||||||||
$ | 36,955 | ||||||||||
Changes in the carrying amount of goodwill and intangible assets | ' | ||||||||||
Intangible | |||||||||||
(in thousands) | Goodwill | Assets | |||||||||
Balance at December 31, 2012 | $ | 121,981 | $ | 50,598 | |||||||
Acquisitions | 2,606 | 1,869 | |||||||||
Reclassifications* | 5,253 | (10,318 | ) | ||||||||
Amortization | — | (5,209 | ) | ||||||||
Foreign exchange | 430 | 15 | |||||||||
Balance at September 30, 2013 | $ | 130,270 | $ | 36,955 | |||||||
* Measurement period adjustments related to finalizing or revising preliminary accounting for business combinations. The revisions related to finalizing the S&P Clever acquisition included a $4.8 million increase to other non-current assets, a $4.5 million decrease in amortizable intangible assets and a $0.6 million decrease in goodwill. Revisions related to the Keymark acquisition included a $5.9 million increase in goodwill with a corresponding $5.9 million decrease to amortizable intangible assets. |
StockBased_Incentive_Plans_Tab
Stock-Based Incentive Plans (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Stock-Based Compensation | ' | |||||||||||
Schedule of unvested restricted stock unit activity | ' | |||||||||||
Aggregate | ||||||||||||
Weighted- | Intrinsic | |||||||||||
Shares | Average | Value * | ||||||||||
Unvested Restricted Stock Units (RSUs) | (in thousands) | Price | (in thousands) | |||||||||
Outstanding at January 1, 2013 | 264 | $ | 33.23 | |||||||||
Awarded | 359 | |||||||||||
Vested | (174 | ) | ||||||||||
Forfeited | (1 | ) | ||||||||||
Outstanding at September 30, 2013 | 448 | $ | 32.45 | $ | 14,585 | |||||||
Outstanding and expected to vest at September 30, 2013 | 436 | $ | 32.45 | $ | 14,207 | |||||||
* The intrinsic value is calculated using the closing price per share of $32.57 as reported by the New York Stock Exchange on September 30, 2013. | ||||||||||||
Non-Qualified Stock Options | ' | |||||||||||
Stock-Based Compensation | ' | |||||||||||
Summary of stock option activity | ' | |||||||||||
Weighted- | ||||||||||||
Weighted- | Average | Aggregate | ||||||||||
Average | Remaining | Intrinsic | ||||||||||
Shares | Exercise | Contractual | Value * | |||||||||
Non-Qualified Stock Options | (in thousands) | Price | Life (in years) | (in thousands) | ||||||||
Outstanding at January 1, 2013 | 1,907 | $ | 31.58 | |||||||||
Exercised | (193 | ) | ||||||||||
Forfeited | (374 | ) | ||||||||||
Outstanding at September 30, 2013 | 1,340 | $ | 29.63 | $ | 4,057 | |||||||
Outstanding and expected to vest at September 30, 2013 | 1,317 | $ | 29.63 | 3.9 | $ | 3,988 | ||||||
Exercisable at September 30, 2013 | 819 | $ | 29.67 | 3.7 | $ | 2,488 | ||||||
* 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 $32.57 as reported by the New York Stock Exchange on September 30, 2013. | ||||||||||||
Unvested Stock Options | ' | |||||||||||
Stock-Based Compensation | ' | |||||||||||
Summary of stock option activity | ' | |||||||||||
Weighted- | ||||||||||||
Average | ||||||||||||
Shares | Grant-Date | |||||||||||
Unvested Stock Options | (in thousands) | Fair Value | ||||||||||
Unvested at January 1, 2013 | 826 | $ | 10.25 | |||||||||
Vested | (304 | ) | 10.18 | |||||||||
Forfeited | (1 | ) | 10.33 | |||||||||
Unvested at September 30, 2013 | 521 | $ | 10.29 |
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Segment Information | ' | |||||||||||||
Schedule of performance of reportable segments | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Net Sales | ||||||||||||||
North America | $ | 157,278 | $ | 137,145 | $ | 444,772 | $ | 409,644 | ||||||
Europe | 33,887 | 31,880 | 89,903 | 94,236 | ||||||||||
Asia/Pacific | 4,475 | 2,851 | 10,621 | 7,958 | ||||||||||
Administrative and all other | 237 | 237 | 712 | 712 | ||||||||||
Total | $ | 195,877 | $ | 172,113 | $ | 546,008 | $ | 512,550 | ||||||
Sales to Other Segments* | ||||||||||||||
North America | $ | 1,316 | $ | 969 | $ | 3,247 | $ | 3,783 | ||||||
Europe | 20 | 105 | 332 | 258 | ||||||||||
Asia/Pacific | 3,968 | 3,894 | 12,979 | 12,191 | ||||||||||
Total | $ | 5,304 | $ | 4,968 | $ | 16,558 | $ | 16,232 | ||||||
Income (Loss) from Operations | ||||||||||||||
North America | $ | 28,659 | $ | 22,102 | $ | 73,582 | $ | 66,558 | ||||||
Europe | 3,682 | 1,172 | 1,742 | 889 | ||||||||||
Asia/Pacific | (649 | ) | (1,043 | ) | (1,878 | ) | (1,860 | ) | ||||||
Administrative and all other | (807 | ) | (241 | ) | (3,871 | ) | (2,940 | ) | ||||||
Total | $ | 30,885 | $ | 21,990 | $ | 69,575 | $ | 62,647 | ||||||
* The sales to other segments are eliminated in consolidation. | ||||||||||||||
At | ||||||||||||||
At September 30, | December 31, | |||||||||||||
(in thousands) | 2013 | 2012 | 2012 | |||||||||||
Total Assets | ||||||||||||||
North America | $ | 630,459 | $ | 568,878 | $ | 583,501 | ||||||||
Europe | 196,958 | 196,883 | 194,000 | |||||||||||
Asia/Pacific | 32,757 | 31,067 | 30,455 | |||||||||||
Administrative and all other | 74,002 | 82,168 | 82,366 | |||||||||||
Total | $ | 934,176 | $ | 878,996 | $ | 890,322 | ||||||||
Schedule of net sales distributed by product group | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||
Wood Construction | $ | 164,094 | $ | 145,987 | $ | 462,761 | $ | 438,576 | ||||||
Concrete Construction | 31,506 | 25,849 | 82,361 | 73,079 | ||||||||||
Other | 277 | 277 | 886 | 895 | ||||||||||
Total | $ | 195,877 | $ | 172,113 | $ | 546,008 | $ | 512,550 |
Basis_of_Presentation_Details
Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Basis of Presentation | ' |
High end of the range of the required percentage voting interest held to account for investments with the equity method of accounting | 50.00% |
Maximum | ' |
Revenue Recognition | ' |
Service sales as a percentage of net sales | 1.00% |
Basis_of_Presentation_Details_
Basis of Presentation (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Reconciliation of basic earnings per share ("EPS") to diluted EPS | ' | ' | ' | ' | ' |
Net income available to common stockholders | $20,006 | $5,882 | $12,976 | $43,303 | $36,036 |
Basic weighted-average shares outstanding | 48,377 | ' | 48,346 | 48,482 | 48,322 |
Dilutive effect of potential common stock equivalents - stock options (in shares) | 174 | ' | 44 | 121 | 63 |
Diluted weighted-average shares outstanding | 48,551 | ' | 48,390 | 48,603 | 48,385 |
Earnings per common share - basic: | ' | ' | ' | ' | ' |
Basic (in dollars per share) | $0.41 | ' | $0.27 | $0.89 | $0.75 |
Earnings per common share - diluted: | ' | ' | ' | ' | ' |
Diluted (in dollars per share) | $0.41 | ' | $0.27 | $0.89 | $0.74 |
Potentially dilutive securities excluded from earnings per diluted share because their effect is anti-dilutive (in shares) | ' | ' | 1,709 | ' | 1,714 |
Basis_of_Presentation_Details_1
Basis of Presentation (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Share data in Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Stock-based compensation activity, including both continuing and discontinued operations | ' | ' | ' | ' | ' |
Stock-based compensation expense recognized in operating expenses | $2,959,000 | $1,966,000 | $8,644,000 | $7,086,000 | ' |
Tax benefit of stock-based compensation expense in provision for income taxes | 1,087,000 | 691,000 | 3,031,000 | 2,462,000 | ' |
Stock-based compensation expense, net of tax | 1,872,000 | 1,275,000 | 5,613,000 | 4,624,000 | ' |
Fair value of shares vested | 3,007,000 | 2,043,000 | 8,656,000 | 7,048,000 | ' |
Proceeds to the Company from the exercise of stock-based compensation | 4,557,000 | 201,000 | 5,333,000 | 2,184,000 | ' |
Tax effect from exercise of stock-based compensation, including shortfall tax benefits | -337,000 | -4,000 | -2,187,000 | -60,000 | ' |
Fair value of financial instruments | ' | ' | ' | ' | ' |
United States Treasury securities and money market funds included in cash equivalents | 87,381,000 | 85,237,000 | 87,381,000 | 85,237,000 | 76,130,000 |
Income Taxes | ' | ' | ' | ' | ' |
Non-deductible acquisition costs | ' | ' | ' | ' | 2,300,000 |
Effective tax rate (as a percent) | 35.20% | 41.10% | 37.80% | 42.60% | ' |
Provision for income taxes | 10,870,000 | 9,069,000 | 26,304,000 | 26,788,000 | ' |
Stock Compensation Plan | ' | ' | ' | ' | ' |
Stock-based compensation activity, including both continuing and discontinued operations | ' | ' | ' | ' | ' |
Stock-based compensation cost capitalized in inventory | $426,000 | $354,000 | $426,000 | $354,000 | ' |
1994 Plan | ' | ' | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' | ' | ' |
Requisite service period for options to vest | ' | ' | '4 years | ' | ' |
Expiration period for options granted | ' | ' | '7 years | ' | ' |
Age after which vesting of options granted accelerates if the grantee ceases to be employed by the entity | ' | ' | '60 years | ' | ' |
2011 Plan | ' | ' | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' | ' | ' |
Maximum common stock shares that may be issued under plan | 16.3 | ' | 16.3 | ' | ' |
Basis_of_Presentation_Details_2
Basis of Presentation (Details 4) (USD $) | 9 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Feb. 28, 2013 | Feb. 28, 2013 | Jan. 31, 2012 | Jan. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2012 | |
Keymark Enterprises, LLC | North America | North America | North America | North America | North America | Europe | Europe | Europe | ShearBrace | ShearBrace | S&P Clever | S&P Clever | CarbonWrap Solutions, L.L.C | CarbonWrap Solutions, L.L.C | ||||
Software development | Keymark Enterprises, LLC | Keymark Enterprises, LLC | North America | Europe | North America | |||||||||||||
item | Software development | Software development | ||||||||||||||||
Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $58,100,000 | ' | $5,500,000 | ' |
Cash paid for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,300,000 | ' | 57,500,000 | ' | 5,300,000 | ' |
Contingent consideration payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | 200,000 | ' |
Maximum period for payment of contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' |
Cash and cash equivalent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,800,000 | ' | ' | ' |
Other current assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,800,000 | ' | ' | ' |
Non-current assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,400,000 | ' | ' | ' |
Current liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,600,000 | ' | ' | ' |
Non-current liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' |
Goodwill | 130,270,000 | 121,981,000 | 128,812,000 | ' | 87,104,000 | 78,739,000 | 77,630,000 | ' | 5,900,000 | 41,388,000 | 41,263,000 | 49,238,000 | ' | 2,600,000 | ' | 19,300,000 | ' | 3,500,000 |
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | 1,900,000 | ' | 15,700,000 | ' | 1,700,000 | ' |
Long-lived intangibles related to in-progress product development | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,800,000 | ' | ' | ' |
Weighted-average amortization period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '9 years 9 months 18 days | ' | '15 years 7 months 6 days | ' |
Amount paid | ' | ' | ' | 9,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of employees hired to perform development work | ' | ' | ' | 39 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Provisional measurement, assets acquired | $1,869,000 | ' | ' | ' | ' | ' | ' | $8,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum period for payment for adjustments to provisional fair value measurements | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis_of_Presentation_Details_3
Basis of Presentation (Details 5) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2013 | |
Out-of-period adjustments | Out-of-period adjustments | Out-of-period adjustments | Out-of-period adjustments | ||||||
Adjustments related to the Keymark acquisition and capitalization of software development costs | Adjustments related to the Keymark acquisition and capitalization of software development costs | Adjustments related to the Keymark acquisition and capitalization of software development costs | Adjustments related to the Keymark acquisition and capitalization of software development costs | ||||||
Out-of-period adjustments, net of tax | ' | ' | ' | ' | ' | $700,000 | ' | ' | ' |
Increase in net income | 20,006,000 | 5,882,000 | 12,976,000 | 43,303,000 | 36,036,000 | 700,000 | ' | ' | ' |
Understated net income | ' | ' | ' | ' | ' | ' | $300,000 | $400,000 | $700,000 |
Trade_Accounts_Receivable_Net_1
Trade Accounts Receivable, Net (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | |||
Trade Accounts Receivable, Net | ' | ' | ' |
Trade accounts receivable | $122,328 | $85,732 | $111,726 |
Allowance for doubtful accounts | -1,384 | -1,288 | -1,514 |
Allowance for sales discounts and returns | -2,049 | -1,632 | -1,787 |
Trade accounts receivable, net | $118,895 | $82,812 | $108,425 |
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | |||
Inventories | ' | ' | ' |
Raw materials | $75,032 | $95,959 | $66,508 |
In-process products | 18,070 | 16,878 | 19,225 |
Finished products | 94,153 | 91,287 | 86,288 |
Total inventories | $187,255 | $204,124 | $172,021 |
Property_Plant_and_Equipment_N2
Property, Plant and Equipment, Net (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
Facility closing | Facility closing | Facility closing | Land | Land | Land | Buildings and site improvements | Buildings and site improvements | Buildings and site improvements | Leasehold improvements | Leasehold improvements | Leasehold improvements | Machinery, equipment and software | Machinery, equipment and software | Machinery, equipment and software | Software development | Software development | ||||||
Property, Plant and Equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, gross | $433,294,000 | $421,008,000 | $433,294,000 | $421,008,000 | $425,224,000 | ' | ' | ' | $29,283,000 | $32,068,000 | $32,282,000 | $177,484,000 | $174,187,000 | $170,761,000 | $5,068,000 | $4,747,000 | $5,047,000 | $221,459,000 | $214,222,000 | $212,918,000 | ' | ' |
Less accumulated depreciation and amortization | -232,958,000 | -215,562,000 | -232,958,000 | -215,562,000 | -217,868,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment excluding capital projects in progress, net | 200,336,000 | 205,446,000 | 200,336,000 | 205,446,000 | 207,356,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital projects in progress | 9,305,000 | 5,686,000 | 9,305,000 | 5,686,000 | 6,096,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, net | 209,641,000 | 211,132,000 | 209,641,000 | 211,132,000 | 213,452,000 | 1,700,000 | ' | 2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment loss on assets held and in use | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on sales of assets | 631,000 | 33,000 | 634,000 | 42,000 | ' | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Development costs incurred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,600,000 | ' |
Estimated useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets, Net (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | |||
Carrying amount of goodwill by reportable segment | ' | ' | ' |
Goodwill | $130,270 | $121,981 | $128,812 |
North America | ' | ' | ' |
Carrying amount of goodwill by reportable segment | ' | ' | ' |
Goodwill | 87,104 | 78,739 | 77,630 |
Europe | ' | ' | ' |
Carrying amount of goodwill by reportable segment | ' | ' | ' |
Goodwill | 41,388 | 41,263 | 49,238 |
Asia/Pacific | ' | ' | ' |
Carrying amount of goodwill by reportable segment | ' | ' | ' |
Goodwill | $1,778 | $1,979 | $1,944 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets, Net (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Changes in gross carrying amount of finite-lived intangible assets | ' | ' | ' | ' | ' |
Gross Carrying Amount | $61,260,000 | $63,684,000 | $61,260,000 | $63,684,000 | $69,693,000 |
Accumulated Amortization | -24,305,000 | -23,609,000 | -24,305,000 | -23,609,000 | -19,095,000 |
Net Carrying Amount | 36,955,000 | 40,075,000 | 36,955,000 | 40,075,000 | 50,598,000 |
Amortization expense of intangible assets | 1,200,000 | 1,700,000 | 5,209,000 | 5,400,000 | ' |
Estimated future amortization of intangible assets | ' | ' | ' | ' | ' |
Remaining three months of 2013 | 1,772,000 | ' | 1,772,000 | ' | ' |
2014 | 6,997,000 | ' | 6,997,000 | ' | ' |
2015 | 6,085,000 | ' | 6,085,000 | ' | ' |
2016 | 5,810,000 | ' | 5,810,000 | ' | ' |
2017 | 3,848,000 | ' | 3,848,000 | ' | ' |
2018 | 2,954,000 | ' | 2,954,000 | ' | ' |
Thereafter | 9,489,000 | ' | 9,489,000 | ' | ' |
Total | 36,955,000 | ' | 36,955,000 | ' | ' |
Keymark | ' | ' | ' | ' | ' |
Changes in gross carrying amount of finite-lived intangible assets | ' | ' | ' | ' | ' |
Reclassifications of amortizable intangible assets | ' | ' | -5,900,000 | ' | ' |
Reclassifications of goodwill | ' | ' | 5,900,000 | ' | ' |
North America | ' | ' | ' | ' | ' |
Changes in gross carrying amount of finite-lived intangible assets | ' | ' | ' | ' | ' |
Gross Carrying Amount | 33,975,000 | 35,620,000 | 33,975,000 | 35,620,000 | 37,992,000 |
Accumulated Amortization | -15,032,000 | -16,278,000 | -15,032,000 | -16,278,000 | -12,012,000 |
Net Carrying Amount | 18,943,000 | 19,342,000 | 18,943,000 | 19,342,000 | 25,980,000 |
Europe | ' | ' | ' | ' | ' |
Changes in gross carrying amount of finite-lived intangible assets | ' | ' | ' | ' | ' |
Gross Carrying Amount | 27,285,000 | 28,064,000 | 27,285,000 | 28,064,000 | 31,701,000 |
Accumulated Amortization | -9,273,000 | -7,331,000 | -9,273,000 | -7,331,000 | -7,083,000 |
Net Carrying Amount | 18,012,000 | 20,733,000 | 18,012,000 | 20,733,000 | 24,618,000 |
S&P Clever | ' | ' | ' | ' | ' |
Changes in gross carrying amount of finite-lived intangible assets | ' | ' | ' | ' | ' |
Reclassifications of other non-current assets | ' | ' | 4,800,000 | ' | ' |
Reclassifications of amortizable intangible assets | ' | ' | -4,500,000 | ' | ' |
Reclassifications of goodwill | ' | ' | ($600,000) | ' | ' |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets, Net (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Changes in the carrying amount of goodwill | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | $121,981 | ' |
Acquisitions | ' | ' | 2,606 | ' |
Reclassifications | ' | ' | 5,253 | ' |
Foreign exchange | ' | ' | 430 | ' |
Balance at the end of the period | 130,270 | 128,812 | 130,270 | 128,812 |
Changes in the carrying amount of intangible assets | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | 50,598 | ' |
Acquisitions | ' | ' | 1,869 | ' |
Reclassifications | ' | ' | -10,318 | ' |
Amortization | -1,200 | -1,700 | -5,209 | -5,400 |
Foreign exchange | ' | ' | 15 | ' |
Balance at the end of the period | $36,955 | $40,075 | $36,955 | $40,075 |
Debt_Details
Debt (Details) (USD $) | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 |
Debt | ' | ' | ' |
Credit facility, maximum borrowing capacity | $305.30 | ' | ' |
Primary revolving line of credit | ' | ' | ' |
Debt | ' | ' | ' |
Credit facility, maximum borrowing capacity | 300 | ' | ' |
Primary revolving line of credit | Maximum | ' | ' | ' |
Debt | ' | ' | ' |
Credit facility, interest rate spread (as a percent) | 0.45% | ' | ' |
Facility fees on the available commitment of the facility (as a percent) | 0.30% | ' | ' |
Primary revolving line of credit | Minimum | ' | ' | ' |
Debt | ' | ' | ' |
Credit facility, interest rate spread (as a percent) | 0.00% | ' | ' |
Facility fees on the available commitment of the facility (as a percent) | 0.15% | ' | ' |
Primary revolving line of credit | LIBOR | ' | ' | ' |
Debt | ' | ' | ' |
Credit facility, interest rate basis | 'LIBOR | ' | ' |
LIBOR Rate at end of period (as a percent) | 0.18% | ' | ' |
Primary revolving line of credit | LIBOR | Maximum | ' | ' | ' |
Debt | ' | ' | ' |
Credit facility, interest rate spread (as a percent) | 1.45% | ' | ' |
Primary revolving line of credit | LIBOR | Minimum | ' | ' | ' |
Debt | ' | ' | ' |
Credit facility, interest rate spread (as a percent) | 0.60% | ' | ' |
Primary revolving line of credit | Base rate | ' | ' | ' |
Debt | ' | ' | ' |
Credit facility, interest rate basis | 'Base rate | ' | ' |
Other revolving credit lines and long term debt | ' | ' | ' |
Debt | ' | ' | ' |
Total Borrowing Capacity | 6.3 | ' | ' |
Credit facility, interest rate low end of range (as a percent) | 1.03% | ' | ' |
Credit facility, interest rate high end of range (as a percent) | 7.25% | ' | ' |
Total outstanding balances | $1 | $0.20 | $0.20 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) | 9 Months Ended | 1 Months Ended |
Sep. 30, 2013 | Feb. 29, 2012 | |
lawsuit | Nishimura case | |
lawsuit | ||
Commitments and Contingencies | ' | ' |
Number of cases that alleges damages | 0 | ' |
Litigation | ' | ' |
Number of lawsuits dismissed | ' | 3 |
Number of lawsuits filed against the entity | 4 | 5 |
StockBased_Incentive_Plans_Det
Stock-Based Incentive Plans (Details) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Feb. 06, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Feb. 06, 2013 | Feb. 06, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 06, 2013 | |
plan | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | Non-Qualified Stock Options | Unvested Stock Options | Non Employee Directors | |||
Restrictions lapse (awards vest) on date of award | Restrictions lapse (awards vest) on first, second and third anniversaries of the date of the award | Restricted Stock Units | |||||||||
Stock-Based Incentive Plans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of stock-based incentive plans | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of stock option plans superseded | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock unit activity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | ' | ' | ' | ' | 264,000 | ' | ' | ' | ' | ' | ' |
Awarded (in shares) | ' | ' | ' | 359,371 | 359,000 | ' | ' | ' | ' | ' | 9,975 |
Vested (in shares) | ' | ' | ' | ' | -174,000 | ' | ' | ' | ' | ' | ' |
Forfeited (in shares) | ' | ' | ' | ' | -1,000 | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in shares) | ' | ' | ' | ' | 448,000 | ' | ' | ' | ' | ' | ' |
Outstanding and expected to vest at the end of the period (in shares) | ' | ' | ' | ' | 436,000 | ' | ' | ' | ' | ' | ' |
Weighted-Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Awarded (in dollars per share) | ' | ' | ' | $31.96 | ' | ' | ' | ' | ' | ' | ' |
Outstanding and expected to vest at the end of the period (in dollars per share) | ' | ' | ' | ' | $32.45 | ' | ' | ' | ' | ' | ' |
Weighted-Average Remaining Contractual Life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding and expected to vest at end of the period | ' | ' | ' | ' | ' | ' | ' | ' | '3 years 10 months 24 days | ' | ' |
Exercisable at end of the period | ' | ' | ' | ' | ' | ' | ' | ' | '3 years 8 months 12 days | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Closing price per share (in dollars per share) | ' | ' | ' | ' | $32.57 | ' | ' | ' | ' | ' | ' |
Total intrinsic value of awards vested (in dollars) | ' | ' | ' | ' | $5,700,000 | $3,100,000 | ' | ' | ' | ' | ' |
Non-Qualified Stock Options activity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 1,907,000 | ' | ' |
Exercised (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | -193,000 | ' | ' |
Forfeited (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | -374,000 | ' | ' |
Outstanding at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 1,340,000 | ' | ' |
Outstanding and expected to vest at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 1,317,000 | ' | ' |
Exercisable at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 819,000 | ' | ' |
Weighted-Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | ' | ' | ' | ' | $33.23 | ' | ' | ' | $31.58 | ' | ' |
Outstanding at the end of the period (in dollars per share) | ' | ' | ' | ' | $32.45 | ' | ' | ' | $29.63 | ' | ' |
Outstanding and expected to vest at end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $29.63 | ' | ' |
Exercisable at end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $29.67 | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in dollars) | ' | ' | ' | ' | 14,585,000 | ' | ' | ' | 4,057,000 | ' | ' |
Outstanding and expected to vest at end of the period (in dollars) | ' | ' | ' | ' | 14,207,000 | ' | ' | ' | 3,988,000 | ' | ' |
Vesting rights percentage when restrictions lapse | ' | ' | ' | ' | ' | ' | 25.00% | 25.00% | ' | ' | ' |
Exercisable at end of the period (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | 2,488,000 | ' | ' |
Closing price of share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $32.57 | ' | ' |
Total intrinsic value of options exercised (in dollars) | 900,000 | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Shares, Unvested Stock Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unvested at the beginning of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 826,000 | ' |
Vested (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | -304,000 | ' |
Forfeited (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,000 | ' |
Unvested at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 521,000 | ' |
Weighted-Average Grant-Date Fair Value, Unvested Stock Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unvested at the beginning of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10.25 | ' |
Vested (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10.18 | ' |
Forfeited (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10.33 | ' |
Unvested at the end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10.29 | ' |
Unrecognized compensation cost and vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation costs related to unvested share-based compensation arrangements | $11,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average period for recognition of unrecognized stock-based compensation expense | '1 year 9 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
segment | ||||||
Segment Information | ' | ' | ' | ' | ' | ' |
Number of reportable segments | ' | ' | 3 | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' |
Net sales | $195,877 | $172,113 | $546,008 | $512,550 | ' | ' |
Income (loss) from operations | 30,885 | 21,990 | 69,575 | 62,647 | ' | ' |
Total Assets | 934,176 | 878,996 | 934,176 | 878,996 | 890,322 | ' |
Cash and cash equivalent | 215,764 | 187,471 | 215,764 | 187,471 | 175,553 | 213,817 |
Administrative and all other | ' | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' |
Net sales | 237 | 237 | 712 | 712 | ' | ' |
Income (loss) from operations | -807 | -241 | -3,871 | -2,940 | ' | ' |
Total Assets | 74,002 | 82,168 | 74,002 | 82,168 | 82,366 | ' |
Cash and cash equivalent | 120,100 | 107,300 | 120,100 | 107,300 | 91,900 | ' |
Intersegment elimination | ' | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' |
Net sales | 5,304 | 4,968 | 16,558 | 16,232 | ' | ' |
North America | ' | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' |
Net sales | 157,278 | 137,145 | 444,772 | 409,644 | ' | ' |
Income (loss) from operations | 28,659 | 22,102 | 73,582 | 66,558 | ' | ' |
Total Assets | 630,459 | 568,878 | 630,459 | 568,878 | 583,501 | ' |
North America | Intersegment elimination | ' | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' |
Net sales | 1,316 | 969 | 3,247 | 3,783 | ' | ' |
Europe | ' | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' |
Net sales | 33,887 | 31,880 | 89,903 | 94,236 | ' | ' |
Income (loss) from operations | 3,682 | 1,172 | 1,742 | 889 | ' | ' |
Total Assets | 196,958 | 196,883 | 196,958 | 196,883 | 194,000 | ' |
Europe | Intersegment elimination | ' | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' |
Net sales | 20 | 105 | 332 | 258 | ' | ' |
Asia/Pacific | ' | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' |
Net sales | 4,475 | 2,851 | 10,621 | 7,958 | ' | ' |
Income (loss) from operations | -649 | -1,043 | -1,878 | -1,860 | ' | ' |
Total Assets | 32,757 | 31,067 | 32,757 | 31,067 | 30,455 | ' |
Asia/Pacific | Intersegment elimination | ' | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' |
Net sales | $3,968 | $3,894 | $12,979 | $12,191 | ' | ' |
Segment_Information_Details_2
Segment Information (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' |
Net sales | $195,877 | $172,113 | $546,008 | $512,550 |
Wood Construction | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' |
Net sales | 164,094 | 145,987 | 462,761 | 438,576 |
Concrete Construction | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' |
Net sales | 31,506 | 25,849 | 82,361 | 73,079 |
Other | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' |
Net sales | $277 | $277 | $886 | $895 |
Plant_Closure_Details
Plant Closure (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | |
Facility closing | Facility closing | Facility closing | Facility closing | Facility closing | Facility closing | Facility closing | ||||||
Maximum | Land and building | Operating expenses | ||||||||||
Plant Closure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net book value of the long-lived assets, including land, building and equipment | $209,641,000 | $211,132,000 | $209,641,000 | $211,132,000 | $213,452,000 | $1,700,000 | ' | $1,700,000 | $2,800,000 | ' | $2,700,000 | ' |
Impairment loss on assets held and in use | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' |
Sales of assets | ' | ' | 1,823,000 | 6,937,000 | ' | 1,000,000 | ' | ' | ' | ' | ' | ' |
Loss on sales of assets | 631,000 | 33,000 | 634,000 | 42,000 | ' | 700,000 | ' | ' | ' | ' | ' | ' |
Net book value of remaining equipments to be sold, transferred or scrapped | ' | ' | ' | ' | 593,000 | 100,000 | ' | 100,000 | ' | ' | ' | ' |
Severance costs | ' | ' | ' | ' | ' | ' | ' | 0 | 3,000,000 | ' | ' | ' |
Severance costs paid | ' | ' | ' | ' | ' | ' | ' | 300,000 | 2,400,000 | ' | ' | ' |
Severance costs reversed | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' |
Severance costs accrued | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' |
Severance costs to be paid in 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' |
Estimated closure costs | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | 500,000 |
Plant closure expenses | ' | ' | ' | ' | ' | ' | ' | 100,000 | 300,000 | ' | ' | ' |
Plant closure expenses paid | ' | ' | ' | ' | ' | ' | ' | 200,000 | 200,000 | ' | ' | ' |
Plant closure expenses to be paid in 2013 | ' | ' | ' | ' | ' | ' | ' | ' | $100,000 | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Oct. 31, 2013 |
Dividend declared, July 2013 | ||||||
Subsequent Events | ' | ' | ' | ' | ' | ' |
Cash dividends declared per common share (in dollars per share) | $0.13 | $0.25 | $0.13 | $0.25 | $0.38 | $0.13 |
Cash dividend declared | ' | $12,106 | ' | $12,083 | $18,119 | $6,000 |