Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 24, 2014 | Jun. 30, 2013 | |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'SIMPSON MANUFACTURING CO INC /CA/ | ' | ' |
Entity Central Index Key | '0000920371 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $1,200,264,039 |
Entity Common Stock, Shares Outstanding | ' | 48,922,339 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $251,208 | $175,553 |
Trade accounts receivable, net | 90,017 | 82,812 |
Inventories | 197,728 | 204,124 |
Deferred income taxes | 12,699 | 11,473 |
Assets held for sale | ' | 593 |
Other current assets | 16,454 | 23,499 |
Total current assets | 568,106 | 498,054 |
Property, plant and equipment, net | 209,533 | 213,452 |
Goodwill | 129,218 | 121,981 |
Intangible assets | 41,773 | 50,598 |
Other noncurrent assets | 4,983 | 6,237 |
Total assets | 953,613 | 890,322 |
Current liabilities | ' | ' |
Line of credit and notes payable | 103 | 178 |
Trade accounts payable | 34,933 | 37,117 |
Accrued liabilities | 51,745 | 44,923 |
Accrued profit sharing trust contributions | 5,784 | 5,191 |
Accrued cash profit sharing and commissions | 6,049 | 3,414 |
Accrued workers' compensation | 4,591 | 4,692 |
Total current liabilities | 103,205 | 95,515 |
Long-term liabilities | 9,129 | 5,239 |
Total liabilities | 112,334 | 100,754 |
Commitments and contingencies (Note 9) | ' | ' |
Stockholders' equity | ' | ' |
Preferred stock, par value $0.01; authorized shares, 5,000; issued and outstanding shares, none | ' | ' |
Common stock, par value $0.01; authorized shares, 160,000; issued and outstanding shares, 48,712 and 48,422 at December 31, 2013 and 2012, respectively | 486 | 483 |
Additional paid-in capital | 207,418 | 184,677 |
Retained earnings | 615,289 | 592,309 |
Accumulated other comprehensive income | 18,086 | 12,099 |
Total stockholders' equity | 841,279 | 789,568 |
Total liabilities and stockholders' equity | $953,613 | $890,322 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Consolidated Balance Sheets | ' | ' |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, authorized shares | 5,000 | 5,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, authorized shares | 160,000 | 160,000 |
Common stock, issued shares | 48,712 | 48,422 |
Common stock, outstanding shares | 48,712 | 48,422 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Consolidated Statements of Operations | ' | ' | ' |
Net sales | $706,329 | $657,236 | $603,446 |
Cost of sales | 391,791 | 373,759 | 332,642 |
Gross profit | 314,538 | 283,477 | 270,804 |
Operating expenses: | ' | ' | ' |
Research and development and other engineering | 36,843 | 35,919 | 25,886 |
Selling | 85,102 | 82,364 | 73,568 |
General and administrative | 109,077 | 100,973 | 95,820 |
Impairment of Goodwill | ' | 2,346 | 1,282 |
Net loss on disposal of assets | 2,038 | 166 | 191 |
Total operating expenses | 233,060 | 221,768 | 196,747 |
Income from operations | 81,478 | 61,709 | 74,057 |
Income in equity method investment, before tax | ' | ' | 4,389 |
Interest income | 987 | 1,005 | 913 |
Interest expense | -901 | -793 | -573 |
Income before taxes | 81,564 | 61,921 | 78,786 |
Provision for income taxes | 30,593 | 20,003 | 27,886 |
Net income | $50,971 | $41,918 | $50,900 |
Earnings per common share: | ' | ' | ' |
Basic (in dollars per share) | $1.05 | $0.87 | $1.04 |
Diluted (in dollars per share) | $1.05 | $0.87 | $1.04 |
Weighted average number of shares outstanding | ' | ' | ' |
Basic (in shares) | 48,521 | 48,339 | 48,974 |
Diluted (in shares) | 48,673 | 48,412 | 49,023 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Consolidated Statements of Comprehensive Income | ' | ' | ' |
Net Income | $50,971 | $41,918 | $50,900 |
Other comprehensive income: | ' | ' | ' |
Translation adjustment, net of tax benefit (expense) of $29, $33 and ($1) for 2013, 2012 and 2011, respectively | 5,941 | 5,559 | -7,844 |
Unamortized pension adjustments, net of tax benefit of ($3) and $46 for 2013 and 2012, respectively | 46 | -243 | ' |
Comprehensive income | $56,958 | $47,234 | $43,056 |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Consolidated Statements of Comprehensive Income | ' | ' | ' |
Translation adjustment, tax benefit (expense) | $29 | $33 | ($1) |
Unamortized pension adjustments, tax benefit | ($3) | $46 | ' |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Treasury Stock |
In Thousands, unless otherwise specified | ||||||
Balance at Dec. 31, 2010 | $787,793 | $500 | $165,425 | $607,241 | $14,627 | ' |
Balance (in shares) at Dec. 31, 2010 | ' | 50,096 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Net income | 50,900 | ' | ' | 50,900 | ' | ' |
Translation adjustment, net of tax | -7,844 | ' | ' | ' | -7,844 | ' |
Options exercised | 214 | ' | 214 | ' | ' | ' |
Options exercised (in shares) | ' | 8 | ' | ' | ' | ' |
Stock-based compensation expense | 6,194 | ' | 6,194 | ' | ' | ' |
Tax benefit of options exercised | -1,554 | ' | -1,554 | ' | ' | ' |
Repurchase of common stock | -53,208 | ' | ' | ' | ' | -53,208 |
Repurchase of common stock (in shares) | ' | -1,948 | ' | ' | ' | ' |
Retirement of common stock | ' | -19 | ' | -53,189 | ' | 53,208 |
Cash dividends declared on common stock, $0.375, $0.625 and $0.50 per share for the year ended December 31, 2013, 2012 and 2011, respectively | -24,336 | ' | ' | -24,336 | ' | ' |
Common stock issued at $33.81, $33.71 and $30.91 per share for the year ended December 31, 2013, 2012 and 2011, respectively | 204 | ' | 204 | ' | ' | ' |
Common stock issued (in shares) | ' | 7 | ' | ' | ' | ' |
Balance at Dec. 31, 2011 | 758,363 | 481 | 170,483 | 580,616 | 6,783 | ' |
Balance (in shares) at Dec. 31, 2011 | ' | 48,163 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Net income | 41,918 | ' | ' | 41,918 | ' | ' |
Translation adjustment, net of tax | 5,559 | ' | ' | ' | 5,559 | ' |
Pension adjustment net of tax | -243 | ' | ' | ' | -243 | ' |
Options exercised | 4,925 | 2 | 4,923 | ' | ' | ' |
Options exercised (in shares) | ' | 185 | ' | ' | ' | ' |
Stock-based compensation expense | 10,195 | ' | 10,195 | ' | ' | ' |
Tax benefit of options exercised | -233 | ' | -233 | ' | ' | ' |
Cash dividends declared on common stock, $0.375, $0.625 and $0.50 per share for the year ended December 31, 2013, 2012 and 2011, respectively | -30,225 | ' | ' | -30,225 | ' | ' |
Shares issued from release of restricted stock units | -1,109 | ' | -1,109 | ' | ' | ' |
Shares issued from release of restricted stock units (in shares) | ' | 62 | ' | ' | ' | ' |
Common stock issued at $33.81, $33.71 and $30.91 per share for the year ended December 31, 2013, 2012 and 2011, respectively | 418 | ' | 418 | ' | ' | ' |
Common stock issued (in shares) | ' | 12 | ' | ' | ' | ' |
Balance at Dec. 31, 2012 | 789,568 | 483 | 184,677 | 592,309 | 12,099 | ' |
Balance (in shares) at Dec. 31, 2012 | 48,422 | 48,422 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Net income | 50,971 | ' | ' | 50,971 | ' | ' |
Translation adjustment, net of tax | 5,941 | ' | ' | ' | 5,941 | ' |
Pension adjustment net of tax | 46 | ' | ' | ' | 46 | ' |
Options exercised | 15,057 | 5 | 15,052 | ' | ' | ' |
Options exercised (in shares) | ' | 512 | ' | ' | ' | ' |
Stock-based compensation expense | 12,090 | ' | 12,090 | ' | ' | ' |
Tax benefit of options exercised | -2,645 | ' | -2,645 | ' | ' | ' |
Repurchase of common stock | -9,825 | ' | ' | ' | ' | -9,825 |
Repurchase of common stock (in shares) | ' | -342 | ' | ' | ' | ' |
Retirement of common stock | ' | -4 | ' | -9,821 | ' | 9,825 |
Cash dividends declared on common stock, $0.375, $0.625 and $0.50 per share for the year ended December 31, 2013, 2012 and 2011, respectively | -18,170 | ' | ' | -18,170 | ' | ' |
Shares issued from release of restricted stock units | -2,072 | 2 | -2,074 | ' | ' | ' |
Shares issued from release of restricted stock units (in shares) | ' | 111 | ' | ' | ' | ' |
Common stock issued at $33.81, $33.71 and $30.91 per share for the year ended December 31, 2013, 2012 and 2011, respectively | 318 | ' | 318 | ' | ' | ' |
Common stock issued (in shares) | ' | 9 | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | $841,279 | $486 | $207,418 | $615,289 | $18,086 | ' |
Balance (in shares) at Dec. 31, 2013 | 48,712 | 48,712 | ' | ' | ' | ' |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Parenthetical) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Consolidated Statements of Stockholders' Equity | ' | ' | ' |
Cash dividends declared on common stock, per share (in dollars per share) | $0.38 | $0.63 | $0.50 |
Common stock issued (in dollars per share) | $33.81 | $33.71 | $30.91 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities | ' | ' | ' |
Net income | $50,971 | $41,918 | $50,900 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Loss on sale of assets | 2,038 | 166 | 191 |
Depreciation and amortization | 27,518 | 26,857 | 20,751 |
Impairment of long-lived assets | 1,025 | 803 | 1,094 |
Impairment of Goodwill | ' | 2,346 | 1,282 |
Deferred income taxes | 3,620 | 189 | -2,163 |
Noncash compensation related to stock plans | 12,747 | 10,667 | 6,837 |
Gain in equity method investment | ' | ' | -4,389 |
Excess tax benefit of options exercised | -80 | -110 | ' |
Provision for (recovery of) doubtful accounts | -48 | 355 | 67 |
Accrued interest earned from related party | ' | ' | -58 |
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | ' | ' | ' |
Trade accounts receivable | -6,651 | -2,678 | -6,982 |
Inventories | 8,458 | -17,045 | -26,196 |
Other current assets | 27 | 3,970 | -190 |
Other noncurrent assets | 237 | -244 | 1,376 |
Trade accounts payable | -2,708 | 12,208 | -10,126 |
Accrued liabilities | 2,653 | -909 | 2,899 |
Accrued profit sharing trust contributions | 617 | 703 | -1,102 |
Accrued cash profit sharing and commissions | 2,611 | -54 | 673 |
Other long-term liabilities | -1,024 | -1,433 | -1,112 |
Accrued workers' compensation | -100 | -783 | 790 |
Income taxes payable | 4,595 | -8,874 | 545 |
Net cash provided by operating activities | 106,506 | 68,052 | 35,087 |
Cash flows from investing activities | ' | ' | ' |
Capital expenditures | -16,804 | -21,961 | -26,063 |
Asset acquisitions, net of cash acquired | -6,493 | -65,125 | -51,853 |
Loan repayments by related parties | 700 | 1,698 | 552 |
Proceeds from sale of assets and a business | 5,262 | 7,642 | 3,081 |
Net cash used in investing activities | -17,335 | -77,746 | -74,283 |
Cash flows from financing activities | ' | ' | ' |
Line of credit and other borrowings | ' | 2,183 | ' |
Repayment of line of credit and other borrowings | -81 | -5,747 | ' |
Debt issuance costs | ' | -1,415 | ' |
Contingent consideration of asset acquisitions | -520 | -354 | ' |
Repurchase of common stock | -9,825 | ' | -53,208 |
Issuance of Company's common stock | 15,057 | 4,925 | 214 |
Excess tax benefit of options exercised | 80 | 110 | ' |
Dividends paid | -18,130 | -30,193 | -23,329 |
Net cash used in financing activities | -13,419 | -30,491 | -76,323 |
Effect of exchange rate changes on cash | -97 | 1,921 | -5,713 |
Net increase (decrease) in cash and cash equivalents | 75,655 | -38,264 | -121,232 |
Cash and cash equivalents at beginning of year | 175,553 | 213,817 | 335,049 |
Cash and cash equivalents at end of year | 251,208 | 175,553 | 213,817 |
Cash paid during the year for | ' | ' | ' |
Interest | 30 | 350 | 279 |
Income taxes | 23,624 | 31,391 | 30,789 |
Noncash activity during the year for | ' | ' | ' |
Capital expenditures | 1,082 | 974 | 402 |
Asset acquisition | 806 | 786 | 363 |
Stock-based compensation | 318 | 418 | 204 |
Dividends declared but not paid | 6,095 | 6,053 | 6,020 |
Equity method investment acquisition (Note 6) | ' | ' | 708 |
Contribution in excess of pension benefit cost | $55 | $57 | ' |
Operations_and_Summary_of_Sign
Operations and Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Operations and Summary of Significant Accounting Policies | ' | |||||||||||||
Operations and Summary of Significant Accounting Policies | ' | |||||||||||||
1. Operations and Summary of Significant Accounting Policies | ||||||||||||||
Nature of Operations | ||||||||||||||
Simpson Manufacturing Co., Inc., through its subsidiary Simpson Strong-Tie Company Inc. (“Simpson Strong-Tie”) and its other subsidiaries (collectively, the “Company”), designs, engineers and is a leading manufacturer of wood construction products, including connectors, truss plates, fastening systems, fasteners and shearwalls, and concrete construction products, including adhesives, specialty chemicals, mechanical anchors, powder actuated tools and fiber reinforcing materials. The Company markets its products to the residential construction, industrial, commercial and infrastructure construction, remodeling and do-it-yourself markets. | ||||||||||||||
The Company operates exclusively in the building products industry. The Company’s products are sold primarily in the United States, Canada, Europe, Asia and the South Pacific. Revenues have some geographic market concentration on the west coast of the United States. A portion of the Company’s business is therefore dependent on economic activity within this region and market. The Company is dependent on the availability of steel, its primary raw material. | ||||||||||||||
Principles of Consolidation | ||||||||||||||
The consolidated financial statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries. Investments in 50% or less owned entities are accounted for using either cost or the equity method. The Company consolidates all variable interest entities (VIEs) where it is the primary beneficiary. There were no VIEs as of December 31, 2013 or 2012. All significant intercompany transactions have been eliminated. | ||||||||||||||
Use of Estimates | ||||||||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||||
Revenue Recognition | ||||||||||||||
The Company recognizes revenue when the earnings process is complete, net of applicable provision for discounts, returns and incentives, whether actual or estimated based on the Company’s experience. This generally occurs when products are shipped to the customer in accordance with the sales agreement or purchase order, ownership and risk of loss pass to the customer, collectability is reasonably assured and pricing is fixed or determinable. The Company’s general shipping terms are F.O.B. shipping point, where title is transferred and revenue is recognized when the products are shipped to customers. When the Company sells F.O.B. destination point, title is transferred and the Company recognizes revenue on delivery or customer acceptance, depending on terms of the sales agreement. Service sales, representing after-market repair and maintenance, engineering activities, software license sales and service and lease income, though significantly less than 1% of net sales and not material to the consolidated financial statements, are recognized as the services are completed or the software products and services are delivered. If actual costs of sales returns, incentives and discounts were to significantly exceed the recorded estimated allowances, the Company’s sales would be adversely affected. | ||||||||||||||
Reclassification | ||||||||||||||
The Company reclassified $0.7 million from the 2011 write down of excess and obsolete inventory to changes in inventories, net of effect of acquisitions and dispositions, in the Consolidated Statements of Cash Flows. | ||||||||||||||
Cash Equivalents | ||||||||||||||
The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the time of purchase to be cash equivalents. | ||||||||||||||
Investments | ||||||||||||||
In 2011, the Company disposed of its only minority investment. Minority investments are carried either at cost or by the equity method of accounting, depending on the Company’s ownership interest and its ability to influence the operating or financial decisions of the investee, and are classified as long-term investments. | ||||||||||||||
The Company periodically reviews its investments for impairment. If the carrying value of an investment exceeds its fair value and the decline in fair value is determined to be other-than-temporary, the Company writes down the value of the investment to its fair value. | ||||||||||||||
Allowance for Doubtful Accounts | ||||||||||||||
The Company assesses the collectability of specific customer accounts that would be considered doubtful based on the customer’s financial condition, payment history, credit rating and other factors that the Company considers relevant, or accounts that the Company assigns for collection. The Company reserves for the portion of those outstanding balances that the Company believes it is not likely to collect based on historical collection experience. The Company also reserves 100% of the amounts that it deems uncollectable due to a customer’s deteriorating financial condition or bankruptcy. If the financial condition of the Company’s customers were to deteriorate, resulting in probable inability to make payments, additional allowances may be required. | ||||||||||||||
Inventory Valuation | ||||||||||||||
Inventories are stated at the lower of cost or net realizable value (market). Cost includes all costs incurred in bringing each product to its present location and condition, as follows: | ||||||||||||||
· Raw materials and purchased finished goods for resale — principally valued at cost determined on a weighted average basis; and | ||||||||||||||
· In-process products and finished goods — cost of direct materials and labor plus attributable overhead based on a normal level of activity. | ||||||||||||||
The Company applies net realizable value and obsolescence to the gross value of the inventory. The Company estimates net realizable value based on estimated selling price less further costs to completion and disposal. The Company impairs slow-moving products by comparing inventories on hand to projected demand. If on-hand supply of a product exceeds projected demand or if the Company believes the product is no longer marketable, the product is considered obsolete inventory. The Company revalues obsolete inventory to its net realizable value. The Company has consistently applied this methodology. The Company believes that this approach is prudent and makes suitable impairments for slow-moving and obsolete inventory. When impairments are established, a new cost basis of the inventory is created. Unexpected change in market demand, building codes or buyer preferences could reduce the rate of inventory turnover and require the Company to recognize more obsolete inventory. | ||||||||||||||
Sales Incentive and Advertising Allowances | ||||||||||||||
The Company records estimated reductions to revenues for sales incentives, primarily rebates for volume discounts, and allowances for co-operative advertising. | ||||||||||||||
Allowances for Sales Discounts | ||||||||||||||
The Company records estimated reductions to revenues for discounts taken on early payment of invoices by its customers. | ||||||||||||||
Warranties | ||||||||||||||
The Company provides product warranties for specific product lines and accrues for estimated future warranty costs, none of which has been material to the consolidated financial statements, in the period in which the sale is recorded. In a limited number of circumstances, the Company may also agree to indemnify customers against legal claims made against those customers by the end users of the Company’s products. Historically, payments made by the Company, if any, under such agreements have not had a material effect on the Company’s consolidated results of operations, cash flows or financial position. | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
The “Fair Value Measurements and Disclosures” topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards 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. | ||||||||||||||
As of December 31, 2013, the Company’s investments consisted of only United States Treasury securities and money market funds, which are the Company’s primary financial instruments, maintained in cash equivalents and carried at cost, approximating fair value, based on Level 1 inputs. The balance of the Company’s primary financial instruments was as follows: | ||||||||||||||
(in thousands) | ||||||||||||||
At December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
$ | 117,571 | $ | 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. | ||||||||||||||
Property, Plant and Equipment | ||||||||||||||
Property, plant and equipment are carried at cost. Major renewals and betterments are capitalized. Maintenance and repairs are expensed on a current basis. When assets are sold or retired, their costs and accumulated depreciation are removed from the accounts, and the resulting gains or losses are reflected in the consolidated statements of operations. | ||||||||||||||
The “Intangibles—Goodwill and Other” topic of the FASB ASC provides guidance on capitalization of the costs incurred for computer software developed or obtained for internal use. The Company capitalizes substantially all external costs and qualifying internal costs related to the purchase and implementation of software projects used for business operations and engineering design activities. Capitalized software costs primarily include purchased software and external consulting fees. Capitalized software projects are amortized over the estimated useful lives of the software. | ||||||||||||||
Depreciation and Amortization | ||||||||||||||
Depreciation of software, machinery and equipment is provided using accelerated methods over the following estimated useful lives: | ||||||||||||||
Software | 3 to 5 years | |||||||||||||
Machinery and equipment | 3 to 10 years | |||||||||||||
Buildings and site improvements are depreciated using the straight-line method over their estimated useful lives, which range from 15 to 45 years. Leasehold improvements are amortized using the straight-line method over the shorter of the expected life or the remaining term of the lease. Amortization of purchased intangible assets with finite useful lives is computed using the straight-line method over the estimated useful lives of the assets. | ||||||||||||||
In-Process Research and Development Assets | ||||||||||||||
In-process research and development (“IPR&D”) assets represent capitalized incomplete research projects that the Company acquired through business combinations. Such assets are initially measured at their acquisition-date fair values and are required to be classified as indefinite-lived assets until the successful completion of the associated research and development efforts. During the development period after the date of acquisition, these assets will not be amortized until the research and development projects are completed and the resulting assets are ready for their intended use. The Company performs an impairment test annually and more frequently if events or changes in circumstances indicate it that is more likely than not that the asset is impaired. On successful completion of the research and development project the Company makes a determination about the then-remaining useful life and begins amortization. | ||||||||||||||
In connection with the 2012 S&P Clever acquisition, the Company recorded $4.8 million of in-process research and development assets, which were classified as indefinite-lived intangibles assets. | ||||||||||||||
Cost of Sales | ||||||||||||||
The types of costs included in cost of sales include material, labor, factory and tooling overhead, shipping, and freight costs. Major components of these expenses are material costs, such as steel, packaging and cartons, personnel costs, and facility costs, such as rent, depreciation and utilities, related to the production and distribution of the Company’s products. Inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and other costs of the Company’s distribution network are also included in cost of sales. | ||||||||||||||
Tool and Die Costs | ||||||||||||||
Tool and die costs are included in product costs in the year incurred. | ||||||||||||||
Shipping and Handling Fees and Costs | ||||||||||||||
The Company’s general shipping terms are F.O.B. shipping point. Shipping and handling fees and costs are included in revenues and product costs, as appropriate, in the year incurred. | ||||||||||||||
Product and Software Research and Development Costs | ||||||||||||||
Product research and development costs, which are included in operating expenses and are charged against income as incurred, were $10.7 million, $11.5 million and $6.1 million in 2013, 2012 and 2011, respectively. The types of costs included as product research and development expenses are typically related to salaries and benefits, professional fees and supplies. In 2013 and 2012, the Company incurred software development expenses related to its expansion into the plated truss market. The Company amortizes acquired patents over their remaining lives and performs periodic reviews for impairment. The cost of internally developed patents is expensed as incurred. | ||||||||||||||
Selling Costs | ||||||||||||||
Selling costs include expenses associated with selling, merchandising and marketing the Company’s products. Major components of these expenses are personnel, sales commissions, facility costs such as rent, depreciation and utilities, professional services, information technology costs, sales promotion, advertising, literature and trade shows. | ||||||||||||||
Advertising Costs | ||||||||||||||
Advertising costs are included in selling expenses, are expensed when the advertising occurs, and were $7.0 million, $7.2 million and $6.3 million in 2013, 2012 and 2011, respectively. | ||||||||||||||
General and Administrative Costs | ||||||||||||||
General and administrative costs include personnel, information technology related costs, facility costs such as rent, depreciation and utilities, professional services, amortization of intangibles and bad debt charges. | ||||||||||||||
Income Taxes | ||||||||||||||
Income taxes are calculated using an asset and liability approach. The provision for income taxes includes federal, state and foreign taxes currently payable and deferred taxes, due to temporary differences between the financial statement and tax bases of assets and liabilities. In addition, future tax benefits are recognized to the extent that realization of such benefits is more likely than not. | ||||||||||||||
Sales Taxes | ||||||||||||||
The Company presents taxes collected and remitted to governmental authorities on a net basis in the accompanying consolidated statements of operations. | ||||||||||||||
Foreign Currency Translation | ||||||||||||||
The local currency is the functional currency of the Company’s operations in Europe, Canada, Asia, Australia, New Zealand and South Africa. Assets and liabilities denominated in foreign currencies are translated using the exchange rate on the balance sheet date. Revenues and expenses are translated using average exchange rates prevailing during the year. The translation adjustment resulting from this process is shown separately as a component of stockholders’ equity. Foreign currency transaction gains or losses are included in general and administrative expenses. | ||||||||||||||
Plant Closure | ||||||||||||||
In September 2012, the Company decided to discontinue manufacturing heavy-duty mechanical anchors made in its facility in Ireland, which were sold mainly in Europe, to focus on selling light-duty and medium-duty anchors and its fastener products in conjunction with its connector products. In December 2012, the Company ceased producing and selling heavy-duty mechanical anchors and terminated employees in Europe, primarily in Ireland and Germany, who were manufacturing, selling or supporting the product line. In the third quarter of 2013, the Company concluded remaining activities associated with the terminated product line, including transferring remaining inventories and certain fixed assets to its other operating locations and preparing the site for lease. All costs associated with the closure were reported in the Europe segment. | ||||||||||||||
At December 31, 2012, the long-lived assets of the Ireland facility had a net book value of $2.8 million, including land and building with a net book value of $2.7 million. In the first quarter of 2013, the Company concluded that the carrying value of its Ireland facility, associated with the Europe segment, exceeded its net estimated realizable value, and therefore recorded an impairment charge of $1.0 million, within general and administrative expenses. The net realizable value was based on the Company’s intent to lease the facility. In September 2013, after receiving an offer that exceeded expectations, the Company reconsidered leasing the facility and decided to accept the offer. The facility had a remaining net book value of $1.7 million and was sold for $1.0 million, resulting in a $0.7 million loss on sales of assets. Remaining equipment with a net book value of $0.1 million was sold to outside parties, transferred to other branches within the Company or scrapped. See note 5. | ||||||||||||||
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 2014. | ||||||||||||||
Closure liabilities are recognized when a transaction or event has occurred that leaves little or no discretion to avoid future settlement of the liability. 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 was paid in 2013. In 2013, the Company had recorded an additional $0.1 million in plant closure costs and paid $0.2 million in accrued plant closure costs. | ||||||||||||||
In December 2013, the Company had substantially completed the liquidation of its Irish subsidiary, which included liquidating nearly all of its assets and settling most of its debts. As a result, the Company reclassified $2.8 million of its accumulated other comprehensive income, related to foreign exchange losses from its Irish subsidiary, to its consolidated statement of operations. This amount is classified as a loss on disposal of assets and was recorded in the Administrative & All Other segment. | ||||||||||||||
Sale of Product Line | ||||||||||||||
In December 2013, the Company sold its CarbonWrap product line to The DowAksa USA, LLC for $3.8 million. The CarbonWrap product line had assets of $2.0 million, consisting of $1.5 million in intangible assets and $0.5 million in goodwill. As part of the transaction, the Company also incurred severance costs of $0.5 million. As a result of this transaction the Company recognized a pre-tax gain of $1.4 million. | ||||||||||||||
Because the CarbonWrap assets constituted an integrated business in the US reporting unit, a portion of the US reporting unit’s goodwill must be included in the carrying amount of the asset group disposed. The amount of goodwill from the US reporting unit included in the CarbonWrap asset group was $0.5 million, which was proportionate to the fair value of the CarbonWrap asset group compared to the estimated fair value of the US reporting unit. | ||||||||||||||
The Company continues to invest in related product lines, such as those acquired from Fox Industries, Inc. in 2011 and S&P Clever in 2012. See note 2. | ||||||||||||||
Common Stock | ||||||||||||||
Subject to the rights of holders of any preferred stock that may be issued in the future, holders of common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s Board of Directors (the “Board”) out of legally available funds, and in the event of liquidation, dissolution or winding-up of the Company, to share ratably in all assets available for distribution. The holders of common stock have no preemptive or conversion rights. Subject to the rights of any preferred stock that may be issued in the future, the holders of common stock are entitled to one vote per share on any matter submitted to a vote of the stockholders, except that, subject to compliance with pre-meeting notice and other conditions pursuant to the Company’s Bylaws, stockholders may cumulate their votes in an election of directors, and each stockholder may give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of shares held by such stockholder or may distribute such stockholder’s votes on the same principle among as many candidates as such stockholder thinks fit. A director is elected if the votes cast “for” such director’s election exceed the votes cast “against” such director’s election, except that, if a stockholder properly nominates a candidate for election to the Board, the candidates with the highest number of affirmative votes (up to the number of directors to be elected) are elected. There are no redemption or sinking fund provisions applicable to the common stock. | ||||||||||||||
In 1999, the Company declared a dividend distribution of one Right to purchase Series A Participating preferred stock per share of common stock. The Rights will be exercisable, unless redeemed earlier by the Company, if a person or group acquires, or obtains the right to acquire, 15% or more of the outstanding shares of common stock or commences a tender or exchange offer that would result in it acquiring 15% or more of the outstanding shares of common stock, either event occurring without the prior consent of the Company. The amount of Series A Participating preferred stock that the holder of a Right is entitled to receive and the purchase price payable on exercise of a Right are both subject to adjustment. Any person or group that acquires 15% or more of the outstanding shares of common stock without the prior consent of the Company would not be entitled to this purchase. Any stockholder who held 25% or more of the Company’s common stock when the Rights were originally distributed would not be treated as having acquired 15% or more of the outstanding shares unless such stockholder’s ownership is increased to more than 40% of the outstanding shares. | ||||||||||||||
The Rights will expire on June 14, 2019, or they may be redeemed by the Company at one cent per Right prior to that date. The Rights do not have voting or dividend rights and, until they become exercisable, have no dilutive effect on the earnings of the Company. One million shares of the Company’s preferred stock have been designated Series A Participating preferred stock and reserved for issuance on exercise of the Rights. No event during 2013 made the Rights exercisable. | ||||||||||||||
Preferred Stock | ||||||||||||||
The Board has the authority to issue the authorized and unissued preferred stock in one or more series with such designations, rights and preferences as may be determined from time to time by the Board. Accordingly, the Board is empowered, without stockholder approval, to issue preferred stock with dividend, redemption, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of the Company’s common stock. | ||||||||||||||
Net Income per Common Share | ||||||||||||||
Basic net income per common share is computed based on the weighted average number of common shares outstanding. Potentially dilutive shares, using the treasury stock method, are included in the diluted per-share calculations for all periods when the effect of their inclusion is dilutive. | ||||||||||||||
The following shows a reconciliation of basic earnings per share (“EPS”) to diluted EPS: | ||||||||||||||
(in thousands, except per-share amounts) | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Net income available to common stockholders | $ | 50,971 | $ | 41,918 | $ | 50,900 | ||||||||
Basic weighted average shares outstanding | 48,521 | 48,339 | 48,974 | |||||||||||
Dilutive effect of potential common stock equivalents — stock options | 152 | 73 | 49 | |||||||||||
Diluted weighted average shares outstanding | 48,673 | 48,412 | 49,023 | |||||||||||
Net earnings per share: | ||||||||||||||
Basic | $ | 1.05 | $ | 0.87 | $ | 1.04 | ||||||||
Diluted | $ | 1.05 | $ | 0.87 | $ | 1.04 | ||||||||
Potentially dilutive securities excluded from earnings per diluted share because their effect is anti-dilutive | — | 1,700 | 1,363 | |||||||||||
Anti-dilutive shares attributable to outstanding stock options were excluded from the calculation of diluted net income per share. | ||||||||||||||
The potential tax benefits derived from the amount of the average stock price for the period in excess of the grant date fair value of stock options, known as the windfall tax benefit, is added to the proceeds of stock option exercises under the treasury stock method for computing the amount of dilutive securities used to determine the outstanding shares for the calculation of diluted earnings per share. | ||||||||||||||
Comprehensive Income | ||||||||||||||
Comprehensive income is defined as net income plus other comprehensive income. Other comprehensive income consists of changes in cumulative translation adjustments and changes in unamortized pension adjustments recorded directly in accumulated other comprehensive income within stockholders’ equity. The following shows the components of accumulated other comprehensive income as of December 31, 2013 and 2012: | ||||||||||||||
(in thousands) | ||||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Translation adjustments, net of tax of $854 and $883 as of 2013 and 2012, respectively | $ | 18,283 | $ | 12,342 | ||||||||||
Unamortized pension adjustments, net of tax of $43 and $46 as of 2013 and 2012, respectively | (197 | ) | (243 | ) | ||||||||||
Total accumulated other comprehensive income | $ | 18,086 | $ | 12,099 | ||||||||||
The 2013 translation adjustments activity included the realization of $2.8 million in cumulative currency translation adjustments related to the liquidation of the Irish subsidiary as a net loss on disposal of assets in the Consolidated Statements of Operations. | ||||||||||||||
Concentration of Credit Risk | ||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash in banks, short-term investments in United States Treasury securities, money market funds and trade accounts receivable. The Company maintains its cash in demand deposit and money market accounts held primarily at eleven banks. | ||||||||||||||
Accounting for Stock-Based Compensation | ||||||||||||||
With the approval of the Company’s stockholders on April 26, 2011, the Company adopted the Simpson Manufacturing Co., Inc. 2011 Incentive Plan (the “2011 Plan”). The 2011 Plan amended and restated in their entirety, and incorporated and superseded, both the Simpson Manufacturing Co., Inc. 1994 Stock Option Plan (the “1994 Plan”), which was principally for the Company’s employees, and the Simpson Manufacturing Co., Inc. 1995 Independent Director Stock Option Plan (the “1995 Plan”), which was for its independent directors. Options previously granted under the 1994 Plan or the 1995 Plan will not be affected by the adoption of the 2011 Plan and will continue to be governed by the 1994 Plan or the 1995 Plan, respectively. | ||||||||||||||
Under the 1994 Plan, the Company could grant incentive stock options and non-qualified stock options, although the Company granted only non-qualified stock options under the 1994 Plan and the 1995 Plan. The Company generally granted options under each of the 1994 Plan and the 1995 Plan once each year. The exercise price per share of each stock option granted in February 2011 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 sold) pursuant to all awards under the 2011 Plan, including on exercise of options previously granted under the 1994 Plan and the 1995 Plan. Shares of common stock to be issued pursuant to the 2011 Plan are registered under the Securities Act of 1933. | ||||||||||||||
The following table shows the Company’s stock-based compensation activity for the years ended December 31, 2013, 2012 and 2011: | ||||||||||||||
(in thousands) | ||||||||||||||
Years Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Stock-based compensation expense recognized in operating expenses | $ | 12,053 | $ | 10,205 | $ | 6,133 | ||||||||
Tax benefit of stock-based compensation expense in provision for income taxes | 4,225 | 3,610 | 2,261 | |||||||||||
Stock-based compensation expense, net of tax | $ | 7,828 | $ | 6,595 | $ | 3,872 | ||||||||
Fair value of shares vested | $ | 12,090 | $ | 10,195 | $ | 6,194 | ||||||||
Proceeds to the Company from the exercise of stock-based compensation | $ | 15,057 | $ | 4,925 | $ | 214 | ||||||||
Tax benefit from exercise of stock-based compensation, including shortfall tax benefits | $ | (2,645 | ) | $ | (233 | ) | $ | (1,554 | ) | |||||
(in thousands) | ||||||||||||||
At December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Stock-based compensation cost capitalized in inventory | $ | 374 | $ | 335 | $ | 345 | ||||||||
The stock-based compensation expense included in cost of sales, research and development and engineering expense, selling expense, or general and administrative expense depends on the job functions performed by the employees to whom the stock options were granted, or the restricted stock units were awarded. | ||||||||||||||
The assumptions used to calculate the fair value of options or restricted stock units are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience. | ||||||||||||||
Goodwill Impairment Testing | ||||||||||||||
The Company tests goodwill for impairment at the reporting unit level on an annual basis (in the fourth quarter for the Company). The Company also reviews goodwill for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or disposition or relocation of a significant portion of a reporting unit. | ||||||||||||||
The reporting unit level is generally one level below the operating segment and is at the country level except in the United States and Australia and except for S&P Clever Reinforcement Company AG and S&P Clever International AG, both companies incorporated under the laws of Switzerland (collectively, “S&P Clever”). | ||||||||||||||
The Company has determined that the United States reporting unit includes four components: Northwest United States, Southwest United States, Northeast United States and Southeast United States (collectively the “U.S. Components”). The Company aggregates the U.S. Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the U.S. Components working in concert. The U.S. Components are economically similar because of a number of factors, including, selling similar products to shared customers and sharing assets and services such as intellectual property, manufacturing assets for certain products, research and development projects, manufacturing processes, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the U.S. Components level and costs are allocated among the four U.S. Components. | ||||||||||||||
The Company determined that the Australia reporting unit includes three components: Australia, New Zealand and South Africa (collectively the “AU Components”). The Company aggregates the AU Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the AU Components working in concert. The AU Components are economically similar because of a number of factors, including that New Zealand and South Africa operate as extensions of their Australian parent company selling similar products and sharing assets and services such as intellectual property, manufacturing assets for certain products, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the AU Components level and costs are allocated among the AU Components. | ||||||||||||||
The Company has determined that the S&P Clever reporting unit includes seven components: S&P Switzerland, S&P Poland, S&P Austria, S&P The Netherlands, S&P Portugal, S&P Germany and S&P France (collectively the S&P Components”). The Company aggregates the S&P Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the S&P Components working in concert. The S&P Components are economically similar because of a number of factors, including sharing assets and services such as intellectual property, manufacturing assets for certain products, research and development projects, manufacturing processes, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the S&P Components level and costs are allocated among the S&P Components. | ||||||||||||||
The Company determined that the Denmark reporting unit includes two components: Denmark and Poland (collectively the “DK Components”). The Company aggregates the DK Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the DK Components working in concert. The DK Components are economically similar because of a number of factors, including that Poland sells similar products and shares assets, such as intellectual property, manufacturing assets for certain products and management of inventory excesses and shortages. | ||||||||||||||
For certain reporting units, the Company may first assess qualitative factors related to the goodwill of the reporting unit to determine whether it is necessary to perform a two-step impairment test. If the Company judges that it is more likely than not that the fair value of the reporting unit is greater than the carrying amount of the reporting unit, including goodwill, no further testing is required. If the Company judges that it is more likely than not that the fair value of the reporting unit is less than the carrying amount of the reporting unit, including goodwill, the Company will perform a two-step impairment test on goodwill. In the first step, the Company compares the fair value of the reporting unit to its carrying value. The fair value calculation uses a discounted cash flow model and may be supplemented by market approaches if information is readily available. If the Company judges that the carrying value of the net assets assigned to the reporting unit, including goodwill, exceeds the fair value of the reporting unit, a second step of the impairment test must be performed to determine the implied fair value of the reporting unit’s goodwill. If the Company judges that the carrying value of a reporting unit’s goodwill exceeds its implied fair value, the Company would record an impairment charge equal to the difference between the implied fair value of the goodwill and the carrying value. | ||||||||||||||
Determining the fair value of a reporting unit or an indefinite-lived purchased intangible asset is a judgment involving significant estimates and assumptions. These estimates and assumptions include revenue growth rates, operating margins and working capital requirements used to calculate projected future cash flows, risk-adjusted discount rates, and future economic and market conditions (Level 3 fair value inputs). The Company bases its fair value estimates on assumptions that it believes to be reasonable, but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. | ||||||||||||||
Assumptions about a reporting unit’s operating performance in the first year of the discounted cash flow model used to determine whether or not the goodwill related to that reporting unit is impaired are derived from the Company’s budget. The fair value model considers such factors as macro-economic conditions, revenue and expense forecasts, product line changes, material, labor and overhead costs, tax rates, working capital levels and competitive environment. Future estimates, however derived, are inherently uncertain but the Company believes that this is the most appropriate source on which to base its estimates. | ||||||||||||||
The Company uses these parameters only to provide a basis for the determination of whether or not the goodwill related to a reporting unit is impaired. No inference whatsoever should be drawn from these parameters about the Company’s future financial performance and they should not be taken as projections or guidance of any kind. | ||||||||||||||
The impairment charge taken in 2012 resulting from the Company’s annual impairment test in the fourth quarter of 2012 was associated with assets in the Germany reporting unit that were acquired in the years 2002 and 2008. The Germany reporting unit’s carrying value, including goodwill, exceeded the fair value, primarily due to reduced future expected net cash flows from weakening profit margins due to European economic conditions, specifically in Germany. The goodwill associated with the Germany reporting unit was fully impaired. The Company’s 2011 annual goodwill impairment analysis resulted in impairment charges associated with the U.K. reporting unit. | ||||||||||||||
The Company’s S&P Clever reporting unit passed step one of the annual 2013 impairment test by a 9% margin indicating an estimated value greater than its net book value. The S&P Clever reporting unit is sensitive to management’s plans for increasing sales, margins and cash flows by expanding its sales into France, other European countries and selling into the Company’s Asia/Pacific segment, as well as the release of new products. The S&P Clever reporting unit’s failure to meet management’s objectives could result in future impairment of some or all of the S&P Clever reporting unit’s goodwill, which was $19.0 million at December 31, 2013. | ||||||||||||||
The Company’s France reporting unit passed step one of the annual 2013 impairment test by a 10% margin. The France reporting unit is highly sensitive to management’s plans for increasing sales at or slightly above inflation in a recovering European economy, while maintaining operating margins and increasing cash flows. The France reporting unit’s failure to meet management’s objectives could result in future impairment of some or all of the France reporting unit’s goodwill, which was $14.9 million at December 31, 2013. | ||||||||||||||
The Company’s Australia reporting unit passed step one of the annual 2013 impairment test by a 4% margin. The Australia reporting unit is highly sensitive to management’s plans for increasing sales, margins and cash flows by expanding activities in Australia, New Zealand and South Africa. The Australia reporting unit’s failure to meet management’s objectives could result in future impairment of some or all of the Australia reporting unit’s goodwill, which was $1.7 million at December 31, 2013. | ||||||||||||||
Key Assumptions Used in the Annual Goodwill Impairment Testing | ||||||||||||||
Key assumptions used in the annual goodwill impairment test (“Step 1”) using discounted cash flow models for the Company’s reporting units included compound annual growth rates (“CAGR”) and average annual pre-tax operating margins during the forecast period, and discount rates. Sensitivity assessment of key assumptions for the reporting unit annual impairment tests are presented in the table below for reporting units that passed Step 1 with a margin of 10% or less. The margin by which the reporting units passed the annual goodwill impairment test is noted in the table below. | ||||||||||||||
Pre-Tax | ||||||||||||||
Step 1 | Discount | Operating | ||||||||||||
Pass | Rate (1) | CAGR (2) | Margin (3) | |||||||||||
Margin | Increases | Decreases | Decreases | |||||||||||
S&P Clever | 9 | % | 7 | % | 6 | % | 10 | % | ||||||
France | 10 | % | 13 | % | 19 | % | 15 | % | ||||||
Australia | 4 | % | 2 | % | 2 | % | 6 | % | ||||||
(1) Hypothetical percentage increases noted in the discount rates, holding all other assumptions constant, would not have decreased the fair values of the reporting units below their carrying values, and thus it would not result in the reporting unit failing Step 1 of the goodwill impairment test. | ||||||||||||||
(2) Hypothetical percentage decreases noted in the CAGR, holding all other assumptions constant, would not have decreased the fair values of the reporting units below their carrying values. | ||||||||||||||
(3) Hypothetical annual average percentage decreases noted in average annual pre-tax operating margins, holding all other assumptions constant, would not have decreased the fair value of the reporting units below their carrying values. | ||||||||||||||
The changes in the carrying amount of goodwill, by segment, as of December 31, 2012 and 2013, were as follows: | ||||||||||||||
(in thousands) | ||||||||||||||
North | Asia | |||||||||||||
America | Europe | Pacific | Total | |||||||||||
Balance as of January 1, 2012: | ||||||||||||||
Goodwill | $ | 84,567 | $ | 34,538 | $ | 1,948 | $ | 121,053 | ||||||
Accumulated impairment losses | (10,666 | ) | (10,538 | ) | — | (21,204 | ) | |||||||
73,901 | 24,000 | 1,948 | 99,849 | |||||||||||
Goodwill acquired | 3,581 | 19,245 | — | 22,826 | ||||||||||
Foreign exchange | 101 | 364 | 31 | 496 | ||||||||||
Impairment | — | (2,346 | ) | — | (2,346 | ) | ||||||||
Reclassifications (1) | 1,156 | — | — | 1,156 | ||||||||||
Balance as of December 31, 2012: | ||||||||||||||
Goodwill | 89,405 | 54,147 | 1,979 | 145,531 | ||||||||||
Accumulated impairment losses | (10,666 | ) | (12,884 | ) | — | (23,550 | ) | |||||||
78,739 | 41,263 | 1,979 | 121,981 | |||||||||||
Goodwill acquired | 918 | 674 | — | 1,592 | ||||||||||
Goodwill disposed | (480 | ) | — | — | (480 | ) | ||||||||
Foreign exchange | (248 | ) | 1,393 | (273 | ) | 872 | ||||||||
Impairment | — | — | — | — | ||||||||||
Reclassifications (2) | 5,893 | (640 | ) | — | 5,253 | |||||||||
Balance as of December 31, 2013: | ||||||||||||||
Goodwill | 95,488 | 55,574 | 1,706 | 152,768 | ||||||||||
Accumulated impairment losses | (10,666 | ) | (12,884 | ) | — | (23,550 | ) | |||||||
$ | 84,822 | $ | 42,690 | $ | 1,706 | $ | 129,218 | |||||||
(1)(2) See footnotes following table entitled Indefinite-Lived Intangibles, below. | ||||||||||||||
Amortizable Intangible Assets | ||||||||||||||
The total gross carrying amount and accumulated amortization of intangible assets, most of which are or will be, subject to amortization at December 31, 2013, were $67.7 million and $26.0 million, respectively. The aggregate amount of amortization expense of intangible assets for the years ended December 31, 2013, 2012 and 2011 was $7.1 million, $7.8 million and $4.3 million, respectively. | ||||||||||||||
The changes in the carrying amounts of patents, unpatented technologies and non-compete agreements and other intangible assets subject to amortization as of December 31, 2012 and 2013, were as follows: | ||||||||||||||
(in thousands) | ||||||||||||||
Gross | Net | |||||||||||||
Carrying | Accumulated | Carrying | ||||||||||||
Patents | Amount | Amortization | Amount | |||||||||||
Balance at January 1, 2012 | $ | 6,681 | $ | (4,767 | ) | $ | 1,914 | |||||||
Amortization | — | (610 | ) | (610 | ) | |||||||||
Foreign exchange | 3 | — | 3 | |||||||||||
Balance at December 31, 2012 | 6,684 | (5,377 | ) | 1,307 | ||||||||||
Amortization | — | (611 | ) | (611 | ) | |||||||||
Foreign exchange | 5 | — | 5 | |||||||||||
Balance at December 31, 2013 | $ | 6,689 | $ | (5,988 | ) | $ | 701 | |||||||
Gross | Net | |||||||||||||
Carrying | Accumulated | Carrying | ||||||||||||
Unpatented Technology | Amount | Amortization | Amount | |||||||||||
Balance at January 1, 2012 | $ | 4,129 | $ | (1,395 | ) | $ | 2,734 | |||||||
Amortization | — | (622 | ) | (622 | ) | |||||||||
Foreign exchange | 32 | — | 32 | |||||||||||
Reclassifications (3) | 1,200 | — | 1,200 | |||||||||||
Balance at December 31, 2012 | 5,361 | (2,017 | ) | 3,344 | ||||||||||
Disposals | (1,530 | ) | 158 | (1,372 | ) | |||||||||
Amortization | — | (3,398 | ) | (3,398 | ) | |||||||||
Foreign exchange | 799 | — | 799 | |||||||||||
Reclassifications (4) | 14,347 | — | 14,347 | |||||||||||
Balance at December 31, 2013 | $ | 18,977 | $ | (5,257 | ) | $ | 13,720 | |||||||
Gross | Net | |||||||||||||
Non-Compete Agreements, | Carrying | Accumulated | Carrying | |||||||||||
Trademarks and Other | Amount | Amortization | Amount | |||||||||||
Balance at January 1, 2012 | $ | 16,276 | (5,361 | ) | 10,915 | |||||||||
Acquisition | 32,355 | — | 32,355 | |||||||||||
Disposal | (2,212 | ) | 1,628 | (584 | ) | |||||||||
Amortization | — | (4,309 | ) | (4,309 | ) | |||||||||
Foreign exchange | (2 | ) | — | (2 | ) | |||||||||
Reclassifications (1)(3)(5) | (4,426 | ) | — | (4,426 | ) | |||||||||
Removal of fully amortized asset | (5,040 | ) | 5,040 | — | ||||||||||
Balance at December 31, 2012 | 36,951 | (3,002 | ) | 33,949 | ||||||||||
Acquisition | 4,130 | — | 4,130 | |||||||||||
Disposal | (200 | ) | 74 | (126 | ) | |||||||||
Amortization | — | (636 | ) | (636 | ) | |||||||||
Foreign exchange | (728 | ) | — | (728 | ) | |||||||||
Reclassifications (2)(4)(6)(7) | (26,588 | ) | — | (26,588 | ) | |||||||||
Removal of fully amortized asset | (10 | ) | 10 | — | ||||||||||
Balance at December 31, 2013 | $ | 13,555 | $ | (3,554 | ) | $ | 10,001 | |||||||
Gross | Net | |||||||||||||
Carrying | Accumulated | Carrying | ||||||||||||
Customer Relationships | Amount | Amortization | Amount | |||||||||||
Balance at January 1, 2012 | $ | 18,940 | (6,647 | ) | 12,293 | |||||||||
Amortization | — | (2,052 | ) | (2,052 | ) | |||||||||
Foreign exchange | 57 | — | 57 | |||||||||||
Reclassifications (5) | 1,700 | — | 1,700 | |||||||||||
Balance at December 31, 2012 | 20,697 | (8,699 | ) | 11,998 | ||||||||||
Amortization | — | (2,465 | ) | (2,465 | ) | |||||||||
Foreign exchange | 229 | — | 229 | |||||||||||
Reclassifications (6) | 1,923 | — | 1,923 | |||||||||||
Balance at December 31, 2013 | $ | 22,849 | $ | (11,164 | ) | $ | 11,685 | |||||||
(1)(2)(3)(4)(5)(6)(7) See footnotes following table entitled Indefinite-Lived Intangibles, below. | ||||||||||||||
At December 31, 2013, estimated future amortization of intangible assets was as follows: | ||||||||||||||
(in thousands) | ||||||||||||||
2014 | $ | 7,078 | ||||||||||||
2015 | 6,162 | |||||||||||||
2016 | 5,905 | |||||||||||||
2017 | 3,953 | |||||||||||||
2018 | 3,059 | |||||||||||||
Thereafter | 9,950 | |||||||||||||
$ | 36,107 | |||||||||||||
Indefinite-Lived Intangible Assets | ||||||||||||||
As of December 31, 2013, two unrelated IPR&D assets totaled $5.1 million and were included in the Company’s Consolidated Balance Sheets as intangible assets. One IPR&D asset was valued at $3.4 million and has been substantially completed, with the Company anticipating sales in early 2014. The other IPR&D asset of $1.7 million requires further field testing and the Company anticipates substantial completion in 2015. The Company’s asset impairment assessment of these two IPR&D assets did not result in impairment in 2013. | ||||||||||||||
The changes in the carrying amounts of indefinite-lived trade name and IPR&D assets not subject to amortization as of December 31, 2013, were as follows: | ||||||||||||||
Net | ||||||||||||||
Carrying | ||||||||||||||
Indefinite-Lived Intangibles | Trade Name | IPR&D | Amount | |||||||||||
Balance at December 31, 2012 | $ | — | $ | — | $ | — | ||||||||
Reclassifications (7) | 616 | 4,742 | 5,358 | |||||||||||
Foreign exchange | — | 308 | 308 | |||||||||||
Balance at December 31, 2013 | $ | 616 | $ | 5,050 | $ | 5,666 | ||||||||
(1) Reclassifications in 2012 related to finalizing accounting for acquisitions, including a $1.7 million increase to goodwill with a corresponding decrease in non-compete agreements, trademarks and other related to the Automatic Stamping acquisition, partly offset by $0.5 million decrease to goodwill with a corresponding increase in other noncurrent assets non-compete agreements, trademarks and other related to the Fox Industries acquisition. | ||||||||||||||
(2) Revisions related to the Keymark acquisition included a $5.9 million increase in goodwill with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||
(3) Reclassifications in 2012 related to finalizing accounting for acquisitions, including a $1.2 million increase to unpatented technology with a corresponding decrease in non-compete agreements, trademarks and other related to the Keymark acquisition. | ||||||||||||||
(4) Reclassifications in 2013 related to finalizing accounting for acquisitions, including increases of $12.8 million and $1.5 million related to the S&P Clever and CarbonWrap acquisitions, respectively, with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||
(5) Reclassifications in 2012 related to finalizing accounting for acquisitions, including increases of $1.3 million and $0.4 million to customer relations related to the Fox Industries and Automatic Stamping acquisitions, respectively, with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||
(6) Reclassifications in 2013 related to finalizing accounting for acquisitions, including a $1.9 million increase to customer relations related to the S&P Clever acquisition with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||
(7) Reclassifications in 2013 related to finalizing accounting for the S&P Clever acquisition, including increases to IPR&D indefinite-lived assets as well as the reclassification of the Quik-Drive trade name from other non-current assets. | ||||||||||||||
Amortizable and indefinite-lived assets, net, by segment were as follows: | ||||||||||||||
At December 31, 2012 | ||||||||||||||
Gross | Net | |||||||||||||
Carrying | Accumulated | Carrying | ||||||||||||
Total Intangible Assets | 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 | |||||||
At December 31, 2013 | ||||||||||||||
Gross | Net | |||||||||||||
Carrying | Accumulated | Carrying | ||||||||||||
Total Intangible Assets | Amount | Amortization | Amount | |||||||||||
North America | $ | 34,520 | $ | (15,909 | ) | $ | 18,611 | |||||||
Europe | 33,217 | (10,055 | ) | 23,162 | ||||||||||
Total | $ | 67,737 | $ | (25,964 | ) | $ | 41,773 | |||||||
Adoption of Statements of Financial 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. The amendment is intended 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 related 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 | ||||||||||||||
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. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2013 | |
Acquisitions | ' |
Acquisitions | ' |
2. Acquisitions | |
In December 2011, the Company purchased the assets, net of certain liabilities, of Fox Industries, Inc., a Maryland corporation (“Fox Industries”), a manufacturer of construction products and systems for restoring, protecting and strengthening concrete. The acquisition broadened the Company’s concrete construction product line, while also extending the overall product line into more commercial, industrial and infrastructure markets. The purchase price was $8.7 million. The Company recorded goodwill of $3.9 million and intangible assets subject to amortization of $2.9 million in the North America segment, the amortization of which is deductible for income tax purposes. The weighted-average amortization period for the intangible assets is 9.7 years. Net tangible assets, including accounts receivable, inventory, certain prepaid expenses, machinery and equipment and certain liabilities, accounted for the balance of the purchase price. | |
In December 2011, the Company purchased the assets of Automatic Stamping, LLC and Automatic Stamping Auxiliary Services, LLC, both North Carolina limited liability companies, and certain real property and improvements owned by TIMMCO, Inc., a North Carolina corporation (collectively “Automatic Stamping”). Automatic Stamping was a manufacturer of truss plates. Combined with the Company’s truss design software, its operating expertise and means of distribution, the Company plans to offer truss plates and software products to its North America customer base. The purchase price was $43.5 million. As a result of the acquisition, the Company has recorded goodwill of $29.5 million and intangible assets subject to amortization of $4.6 million in the North America segment, the amortization of which is deductible for income tax purposes. The weighted-average amortization period for the intangible assets is 4.8 years. Net tangible assets, including accounts receivable, inventory, land, building and machinery and equipment, accounted for the balance of the purchase price. | |
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 $20.5 million, the amortization of which is not deductible for tax purposes, and long-lived intangibles of $4.8 million related to IPR&D assets, which will be amortized when the Company markets the product for sale. The IPR&D assets at the time of acquisition were entering a field testing phase and were focused on new forms of strengthening structures. The weighted-average amortization period for the intangible assets is 9.8 years. | |
In March 2012, the Company purchased substantially all of the assets of CarbonWrap Solutions, L.L.C. (“CarbonWrap”) for $5.5 million, subject to post-closing adjustments. CarbonWrap develops fiber-reinforced polymer products primarily for infrastructure and transportation projects. Payments under the purchase agreement totaled $5.3 million in cash and contingent consideration of $0.2 million paid on resolution of specified post-closing contingencies to the principal officer of CarbonWrap, who, on closing, was employed by the Company. The Company’s measurement included goodwill of $3.5 million, which was assigned to the North American segment and is deductible for tax purposes, and intangible assets of $1.7 million, which is subject to tax-deductible amortization. Net tangible assets consisting of accounts receivable, inventory, equipment and prepaid expenses accounted for the balance of the purchase price. In December 2013, the Company sold the CarbonWrap product line for $3.3 million, net of termination expenses, and realized a gain of $1.4 million. See note 1 - Sale of Product Line. | |
In December 2012, the Company completed a transaction with Keymark Enterprises LLC (“Keymark”). In 2011, the Company had purchased various software assets from Keymark and had engaged Keymark to perform certain software development for the Company, for which the Company had agreed to compensate Keymark at rates equal to a multiple of Keymark’s costs. In the current transaction, the Company paid Keymark $9.1 million, hired thirty-nine Keymark employees to perform the development work that Keymark had previously been engaged to perform and purchased from Keymark various assets needed for that work. This transaction also included termination of the 2011 software development agreement and the Company is entitled to certain software license revenue that was previously received by Keymark. The Company’s measurement of the assets acquired included goodwill of $5.9 million, which was assigned to the North American segment and is deductible for tax purposes, and intangibles of $3.0 million, which is subject to tax-deductible amortization. Equipment and prepaid expenses accounted for the balance of the purchase. The weighted-average amortization period for the intangible assets is 4.9 years. | |
In February 2013, the Company purchased certain assets relating to the TJ® ShearBrace (“ShearBrace”) product line of Weyerhaeuser NR Company (“Weyerhaeuser”), a Washington corporation, for $5.3 million in cash. The ShearBrace is a line of pre-fabricated shearwalls that complement the Company’s Strong-Wall shearwall, and is sold throughout North America. The Company’s March 2013 provisional measurement of assets acquired included goodwill of $2.6 million, which was assigned to the North American segment, and intangible assets of $1.9 million, both of which are subject to tax-deductible amortization. The provisional measurement of the assets acquired was revised in the fourth quarter to include goodwill of $0.9 million and intangibles of $3.6 million, both of which are subject to tax-deductible amortization. Net tangible assets consisting of inventory and equipment accounted for the balance of the purchase price. The estimated weighted-average amortization period for the intangible assets is 13.4 years. | |
In November 2013, the Company purchased certain assets related to a connector product line from Bierbach GmbH & Co. KG (“Bierbach”), a Germany corporation, for $1.2 million in cash and a contingent liability of $0.8 million. Bierbach manufactured and sold a line of connectors, primarily in Germany. The Company’s provisional measurement of assets acquired included goodwill of $0.7 million, which was assigned to the Europe segment, and intangible assets of $0.6 million, both of which are subject to tax-deductible amortization. Net tangible assets consisting of inventory and tool and dyes accounted for the balance of the purchase price. | |
The Company has not finalized the purchase price allocation for the businesses acquired in 2013, as the Company is still obtaining information and analyzing the fair value of certain assets. | |
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 first quarter and fourth quarter of 2013 for acquired assets and assumed liabilities. 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. | |
The results of operations of the businesses acquired in 2013 are included in the Company’s consolidated results of operations since the date of the acquisition. Results of operations of acquired businesses for periods prior to 2013 were not material to the Company on an individual or aggregate basis, and accordingly, pro forma results of operations have not been presented. |
Trade_Accounts_Receivable_net
Trade Accounts Receivable, net | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Trade Accounts Receivable, net | ' | |||||||
Trade Accounts Receivable, net | ' | |||||||
3. Trade Accounts Receivable, net | ||||||||
Trade accounts receivable consisted of the following: | ||||||||
(in thousands) | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Trade accounts receivable | $ | 92,413 | $ | 85,732 | ||||
Allowance for doubtful accounts | (945 | ) | (1,288 | ) | ||||
Allowance for sales discounts | (1,451 | ) | (1,632 | ) | ||||
$ | 90,017 | $ | 82,812 | |||||
The Company sells products on credit and generally does not require collateral. |
Inventories
Inventories | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventories | ' | |||||||
Inventories | ' | |||||||
4. Inventories | ||||||||
The components of inventories consisted of the following: | ||||||||
(in thousands) | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Raw materials | $ | 81,338 | $ | 95,959 | ||||
In-process products | 18,475 | 16,878 | ||||||
Finished products | 97,915 | 91,287 | ||||||
$ | 197,728 | $ | 204,124 |
Property_Plant_and_Equipment_n
Property, Plant and Equipment, net | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment, net | ' | |||||||
Property, Plant and Equipment, net | ' | |||||||
5. Property, Plant and Equipment, net | ||||||||
Property, plant and equipment consisted of the following: | ||||||||
(in thousands) | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Land | $ | 29,347 | $ | 32,068 | ||||
Buildings and site improvements | 178,391 | 174,187 | ||||||
Leasehold improvements | 5,213 | 4,747 | ||||||
Machinery and equipment | 225,831 | 214,222 | ||||||
438,782 | 425,224 | |||||||
Less accumulated depreciation and amortization | (235,535 | ) | (217,868 | ) | ||||
203,247 | 207,356 | |||||||
Capital projects in progress | 6,286 | 6,096 | ||||||
$ | 209,533 | $ | 213,452 | |||||
Included in property, plant and equipment at December 31, 2013 and 2012, are fully depreciated assets with an original cost of $147.9 million and $131.3 million, respectively. These fully depreciated assets are still in use in the Company’s operations. | ||||||||
Depreciation expense for the years ended December 31, 2013, 2012 and 2011, was $20.1 million, $19.0 million and $16.3 million, respectively. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2013 | |
Investments | ' |
Investments | ' |
6. Investments | |
During 2011, the Company purchased the software assets of Keymark valued at $11.5 million for $6.2 million in net cash payments and its 46.1% equity interest in Keymark. The transactions resulted in a gain of $4.3 million based on the difference between the fair value of the Company’s investment in Keymark less its carrying value of $1.0 million. The acquired software is used by customers of the Company in designing and engineering residential structures. (See Note 2). |
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accrued Liabilities | ' | |||||||
Accrued Liabilities | ' | |||||||
7. Accrued Liabilities | ||||||||
Accrued liabilities consisted of the following: | ||||||||
(in thousands) | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Sales incentive and advertising accruals | $ | 22,195 | $ | 17,076 | ||||
Labor related liabilities | 9,129 | 8,309 | ||||||
Dividend payable | 6,095 | 6,053 | ||||||
Vacation liability | 6,584 | 5,818 | ||||||
Other | 7,742 | 7,667 | ||||||
$ | 51,745 | $ | 44,923 |
Debt
Debt | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Debt | ' | ||||||||||
Debt | ' | ||||||||||
8. Debt | |||||||||||
The Company has revolving lines of credit with various banks in the United States and Europe. Total available credit at December 31, 2013, was $304.4 million, including revolving credit lines and an irrevocable standby letter of credit in support of various insurance deductibles. | |||||||||||
The Company’s primary credit facility is a revolving line of credit with $300.0 million in available credit. This credit facility will expire in July 2017. Amounts borrowed under this credit facility will bear interest at an annual rate equal to either, at the Company’s option, (a) the rate for Eurocurrency deposits for the corresponding deposits of U.S. dollars appearing on Reuters 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 December 31, 2013, the LIBOR Rate was 0.77%), or (b) a base rate, plus a spread of 0.00% to 0.45%, determined quarterly based on the Company’s leverage ratio. The base rate is defined in a manner such that it will not be less than the LIBOR Rate. The Company will pay fees for standby letters of credit at an annual rate equal to the LIBOR Rate plus the applicable spread described above, and will pay market-based fees for commercial letters of credit. The Company is required to pay an annual facility fee of 0.15% to 0.30% of the available commitments under the credit agreement, regardless of usage, with the applicable fee determined on a quarterly basis based on the Company’s leverage ratio. The Company was also required to pay customary fees as specified in a separate fee agreement between the Company and Wells Fargo Bank, National Association, in its capacity as the Agent under the credit agreement. | |||||||||||
The Company’s borrowing capacity under other revolving credit lines and a term note totaled $4.5 million at December 31, 2013. The other revolving credit lines and term note charge interest ranging from 1.084% to 7.25% and have maturity dates from March 2014 to December 2014. The Company had $0.1 million and $0.2 million outstanding at December 31, 2013 and 2012, respectively. | |||||||||||
The Company and its subsidiaries are required to comply with various affirmative and negative covenants. The covenants include provisions that would limit the availability of funds as a result of a material adverse change to the Company’s financial position or results of operations. The Company was in compliance with its financial covenants under the loan agreement as of December 31, 2013. | |||||||||||
The Company incurs interest costs, which include interest, maintenance fees and bank charges. The amount of costs incurred, capitalized, and expensed for the years ended December 31, 2013, 2012 and 2011, consisted of the following: | |||||||||||
(in thousands) | |||||||||||
Years Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Interest costs incurred | $ | 1,019 | $ | 909 | $ | 661 | |||||
Less: Interest capitalized | (118 | ) | (116 | ) | (88 | ) | |||||
Interest expense | $ | 901 | $ | 793 | $ | 573 |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Commitments and Contingencies | ' | ||||||||||
Commitments and Contingencies | ' | ||||||||||
9. Commitments and Contingencies | |||||||||||
Leases | |||||||||||
Certain properties occupied by the Company are leased. The leases expire at various dates through 2022 and generally require the Company to assume the obligations for insurance, property taxes and maintenance of the facilities. | |||||||||||
Rental expense for 2013, 2012 and 2011 with respect to all leased property was approximately $6.9 million, $6.9 million and $7.3 million, respectively. | |||||||||||
At December 31, 2013, minimum rental commitments under all non-cancelable leases were as follows: | |||||||||||
(in thousands) | |||||||||||
2014 | $ | 6,671 | |||||||||
2015 | 4,904 | ||||||||||
2016 | 3,310 | ||||||||||
2017 | 2,113 | ||||||||||
2018 | 1,301 | ||||||||||
Thereafter | 10 | ||||||||||
$ | 18,309 | ||||||||||
Some of these minimum rental commitments contain renewal options and provide for periodic rental adjustments based on changes in the consumer price index or current market rental rates. Other rental commitments provide options to cancel early without penalty. Future minimum rental payments, under the earliest cancellation options, are included in minimum rental commitments in the table above. | |||||||||||
Other Contractual Obligations | |||||||||||
Purchase obligations consist of commitments primarily related to the acquisition, construction or expansion of facilities and equipment, consulting agreements, and minimum purchase quantities of certain raw materials. The Company is not a party to any long-term supply contracts with respect to the purchase of raw materials or finished goods. Debt interest obligations include interest payments on fixed-term debt, line-of-credit borrowings and annual facility fees on the Company’s primary line-of-credit facility. Interest on line-of-credit facilities was estimated based on historical borrowings and repayment patterns. | |||||||||||
At December 31, 2013, other contractual obligations were as follows: | |||||||||||
(in thousands) | |||||||||||
Debt | |||||||||||
Purchase | Interest | ||||||||||
Obligations | Obligations | Total | |||||||||
2014 | $ | 14,775 | $ | 450 | $ | 15,225 | |||||
2015 | 491 | 450 | 941 | ||||||||
2016 | 42 | 450 | 492 | ||||||||
2017 | 41 | 263 | 304 | ||||||||
2018 | 41 | — | 41 | ||||||||
Thereafter | — | — | — | ||||||||
$ | 15,390 | $ | 1,613 | $ | 17,003 | ||||||
Employee Relations | |||||||||||
Approximately 14% of the Company’s employees are represented by labor unions and are covered by collective bargaining agreements. Simpson Strong-Tie’s facility in San Bernardino County, California, has two of SST’s collective bargaining agreements, one with tool and die craftsmen and maintenance workers, and the other with sheetmetal workers. These two contracts expire March 2014 and June 2014, respectively. Negotiations with the tool and die craftsmen and maintenance workers are ongoing. Negotiations to extend the sheetmetal workers labor contract have not begun. Negotiations to extend these two contracts are not likely to have a material adverse effect on the Company’s ability to provide products to its customers or on the Company’s profitability, even if new agreements are not reached before the existing agreements expire. SST’s facility in Stockton, California, is also a union facility with two collective bargaining agreements, which also cover its tool and die craftsmen and maintenance workers, and its sheetmetal workers. These two contracts will expire June and September 2015, respectively. | |||||||||||
Environmental | |||||||||||
The Company’s policy with regard to environmental liabilities is to accrue for future environmental assessments and remediation costs when information becomes available that indicates that it is probable that the Company is liable for any related claims and assessments and the amount of the liability is reasonably estimable. The Company does not believe that these matters will have a material adverse effect on the Company’s financial condition, cash flows or results of operations. | |||||||||||
Litigation | |||||||||||
From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. The resolution of claims and litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows and results of operations. | |||||||||||
Pending Claims | |||||||||||
Four lawsuits (the “Cases”) have been filed against the Company in the Hawaii First Circuit Court: Alvarez v. Haseko Homes, Inc. and Simpson Manufacturing, Inc., Civil No. 09-1-2697-11 (“Case 1”); Ke Noho Kai Development, LLC v. Simpson Strong-Tie Company, Inc., and Honolulu Wood Treating Co., LTD., Case No. 09-1-1491-06 SSM (“Case 2”); North American Specialty Ins. Co. v. Simpson Strong-Tie Company, Inc. and K.C. Metal Products, Inc., Case No. 09-1-1490-06 VSM (“Case 3”); and Charles et al. v. Haseko Homes, Inc. et al. and Third Party Plaintiffs Haseko Homes, Inc. et al. v. Simpson Strong-Tie Company, Inc., et al., Civil No. 09-1-1932-08 (“Case 4”). Case 1 was filed on November 18, 2009. Cases 2 and 3 were originally filed on June 30, 2009. Case 4 was filed on August 19, 2009. The Cases all relate to alleged premature corrosion of the Company’s strap tie holdown products installed in buildings in a housing development known as Ocean Pointe in Honolulu, Hawaii, allegedly causing property damage. Case 1 is a putative class action brought by the owners of allegedly affected Ocean Pointe houses. Case 1 was originally filed as Kai et al. v. Haseko Homes, Inc., Haseko Construction, Inc. and Simpson Manufacturing, Inc., Case No. 09-1-1476, but was voluntarily dismissed and then re-filed with a new representative plaintiff. Case 2 is an action by the builders and developers of Ocean Pointe against the Company, claiming that either the Company’s strap tie holdowns are defective in design or manufacture or the Company failed to provide adequate warnings regarding the products’ susceptibility to corrosion in certain environments. Case 3 is a subrogation action brought by the insurance company for the builders and developers against the Company claiming the insurance company expended funds to correct problems allegedly caused by the Company’s products. Case 4 is a putative class action brought, like Case 1, by owners of allegedly affected Ocean Pointe homes. In Case 4, Haseko Homes, Inc. (“Haseko”), the developer of the Ocean Pointe development, brought a third party complaint against the Company alleging that any damages for which Haseko may be liable are actually the fault of the Company. Similarly, Haseko’s sub-contractors on the Ocean Pointe development brought cross-claims against the Company seeking indemnity and contribution for any amounts for which they may ultimately be found liable. None of the Cases alleges a specific amount of damages sought, although each of the Cases seeks compensatory damages, and Case 1 seeks punitive damages. Cases 1 and 4 have been consolidated. In December 2012, the Court granted the Company summary judgment on the claims asserted by the plaintiff homeowners in Cases 1 and 4, and on the third party complaint and cross-claims asserted by Haseko and the sub-contractors, respectively, in Case 4. In April 2013, the Court granted Haseko and the sub-contractors’ motion for leave to amend their cross-claims to allege a claim for negligent misrepresentation. The Company continues to investigate the facts underlying the claims asserted in the Cases, including, among other things, the cause of the alleged corrosion; the severity of any problems shown to exist; the buildings affected; the responsibility of the general contractor, various subcontractors and other construction professionals for the alleged damages; the amount, if any, of damages suffered; and the costs of repair, if needed. At this time, the likelihood that the Company will be found liable under any legal theory and the extent of such liability, if any, are unknown. Management believes the Cases may not be resolved for an extended period. The Company is defending itself vigorously in connection with the Cases. | |||||||||||
Based on facts currently known to the Company, the Company believes that all or part of the claims alleged in the Cases may be covered by its insurance policies. On April 19, 2011, an action was filed in the United States District Court for the District of Hawaii, National Union Fire Insurance Company of Pittsburgh, PA v. Simpson Manufacturing Company, Inc., et al., Civil No. 11-00254 ACK. 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 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. In February 2012, the Court dismissed three of the five claims the plaintiffs had asserted against the Company. In December 2013, the Court granted the Company’s motion for summary judgment on the remaining claims. Currently, the case is closed, though it remains subject to appeal. | |||||||||||
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 | |||||||||||
Corrosion, hydrogen enbrittlement, cracking, material hardness, wood pressure-treating chemicals, misinstallations, misuse, design and assembly flaws, manufacturing defects, environmental conditions or other factors can contribute to failure of fasteners, connectors, anchors, adhesives and tool products. On occasion, some of the products that the Company sells have failed, although the Company has not incurred any material liability resulting from those failures. The Company attempts to avoid such failures by establishing and monitoring appropriate product specifications, manufacturing quality control procedures, inspection procedures and information on appropriate installation methods and conditions. The Company subjects its products to extensive testing, with results and conclusions published in Company catalogues and on its websites. Based on test results to date, the Company believes that, generally, if its products are appropriately selected, installed and used in accordance with the Company’s guidance, they may be reliably used in appropriate applications. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Taxes | ' | ||||||||||
Income Taxes | ' | ||||||||||
10. Income Taxes | |||||||||||
The provision for income taxes from operations consisted of the following: | |||||||||||
(in thousands) | |||||||||||
Years Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Current | |||||||||||
Federal | $ | 19,804 | $ | 13,163 | $ | 21,040 | |||||
State | 3,243 | 2,732 | 4,427 | ||||||||
Foreign | 3,926 | 3,920 | 4,582 | ||||||||
Deferred | |||||||||||
Federal | 3,646 | (544 | ) | (574 | ) | ||||||
State | 404 | (98 | ) | (358 | ) | ||||||
Foreign | (430 | ) | 830 | (1,231 | ) | ||||||
$ | 30,593 | $ | 20,003 | $ | 27,886 | ||||||
Income and loss from operations before income taxes for the years ended December 31, 2013, 2012 and 2011, consisted of the following: | |||||||||||
(in thousands) | |||||||||||
Years Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Domestic | $ | 74,912 | $ | 65,705 | $ | 68,961 | |||||
Foreign | 6,652 | (3,784 | ) | 9,825 | |||||||
$ | 81,564 | $ | 61,921 | $ | 78,786 | ||||||
Reconciliations between the statutory federal income tax rates and the Company’s effective income tax rates as a percentage of income before income taxes for its operations were as follows: | |||||||||||
(in thousands) | |||||||||||
Years Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Federal tax rate | 35 | % | 35 | % | 35 | % | |||||
State taxes, net of federal benefit | 3 | % | 2.9 | % | 3.4 | % | |||||
Tax benefit of domestic manufacturing deduction | (2.2 | )% | (2.1 | )% | (2.5 | )% | |||||
Change in valuation allowance | 1.3 | % | 6 | % | (0.3 | )% | |||||
Difference between United States statutory and foreign local tax rates | 0.1 | % | 2.6 | % | 0.3 | % | |||||
Change in uncertain tax position | (0.4 | )% | (0.3 | )% | — | ||||||
Worthless stock deduction on Irish subsidiary | — | (15.4 | )% | — | |||||||
Non-deductible goodwill write-off | — | 1.1 | % | — | |||||||
Non-deductible professional fee | — | 1.3 | % | — | |||||||
Other | 0.7 | % | 1.2 | % | (0.5 | )% | |||||
Effective income tax rate | 37.5 | % | 32.3 | % | 35.4 | % | |||||
In 2012, the Company recorded a worthless stock deduction for its investment in the Company’s wholly-owned Irish subsidiary. The deduction resulted in approximately $9.9 million tax benefit on the Company’s U.S. tax returns. | |||||||||||
The tax effects of the significant temporary differences that constitute the deferred tax assets and liabilities at December 31, 2013, 2012 and 2011, were as follows: | |||||||||||
(in thousands) | |||||||||||
December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Current deferred tax assets | |||||||||||
State tax | $ | 1,415 | $ | 1,133 | $ | 1,586 | |||||
Workers’ compensation | 1,780 | 1,814 | 2,123 | ||||||||
Health claims | 601 | 516 | 549 | ||||||||
Vacation liability | 1,219 | 1,037 | 865 | ||||||||
Allowance for doubtful accounts | 181 | 332 | 291 | ||||||||
Inventories | 6,691 | 5,713 | 4,796 | ||||||||
Sales incentive and advertising allowances | 516 | 580 | 408 | ||||||||
Intangible rights write-off | — | — | 194 | ||||||||
Acquisition expenses | — | — | 477 | ||||||||
Unrealized foreign exchange gain or loss | 124 | 39 | 57 | ||||||||
Other, net | 172 | 309 | 428 | ||||||||
$ | 12,699 | $ | 11,473 | $ | 11,774 | ||||||
Long-term deferred tax assets (liabilities) | |||||||||||
Depreciation | $ | (2,671 | ) | $ | (2,434 | ) | $ | (3,067 | ) | ||
Goodwill and other intangibles amortization | (9,781 | ) | (4,086 | ) | (314 | ) | |||||
Deferred compensation related to stock options | 6,104 | 7,296 | 5,485 | ||||||||
Uncertain tax positions’ unrecognized tax benefits | 1,532 | 1,140 | 1,115 | ||||||||
Non-United States tax loss carry forward | 5,472 | 8,064 | 5,912 | ||||||||
Tax effect on cumulative translation adjustment | (729 | ) | (763 | ) | (812 | ) | |||||
Other | 940 | 526 | 811 | ||||||||
867 | 9,743 | 9,130 | |||||||||
Less valuation allowances | (5,546 | ) | (9,719 | ) | (6,279 | ) | |||||
$ | (4,679 | ) | $ | 24 | $ | 2,851 | |||||
The total deferred tax assets for the years ended December 31, 2013, 2012 and 2011, were $22.0 million, $21.6 million and $21.4 million, respectively. The total deferred tax liabilities for the years ended December 31, 2013, 2012, and 2011, were $14.0 million, $10.1 million and $6.7 million, respectively. | |||||||||||
At December 31, 2013, the Company had $23.6 million of pre-tax loss carryforwards in various non-United States taxing jurisdictions, which excludes approximately $11.6 million that was generated by the Company’s now inactive wholly owned Irish subsidiary. Tax loss carryforwards of $0.9 million, $0.7 million, $0.8 million, $1.7 million and $1.5 million will expire in 2014, 2015, 2016, 2017 and 2018, respectively, if not used. The remaining tax losses can be carried forward indefinitely. | |||||||||||
At December 31, 2013 and 2012, the Company had deferred tax valuation allowances of $5.5 million and $9.7 million, respectively. The valuation allowance decreased $4.2 million and $0.9 million for the years ended December 31, 2013 and 2011, respectively, and increased $3.4 million for the year ended December 31, 2012. The decrease in valuation allowance from December 31, 2012, is mainly attributable to the removal of the deferred tax asset generated by the Company’s wholly owned Irish subsidiary. | |||||||||||
The Company does not provide for federal income taxes on the undistributed earnings of its international subsidiaries because such earnings are reinvested and, in the Company’s opinion, will continue to be reinvested indefinitely. At December 31, 2013, 2012 and 2011, the Company had not provided for federal income taxes on undistributed earnings of $34.8 million, $29.0 million and $20.9 million, respectively, from its international subsidiaries. Should these earnings be distributed in the form of dividends or otherwise, the Company would be subject to both United States income taxes and withholding taxes in various international jurisdictions. These taxes may be partially offset by United States foreign tax credits. Determination of the related amount of unrecognized deferred United States income taxes is not practicable because of the complexities associated with this hypothetical calculation. United States federal income taxes are provided on the earnings of the Company’s foreign branches, which are included in the United States federal income tax return. | |||||||||||
A reconciliation of the beginning and ending amounts of unrecognized tax benefits in 2013, 2012 and 2011 was as follows, including foreign translation amounts: | |||||||||||
(in thousands) | |||||||||||
2013 | 2012 | 2011 | |||||||||
Balance at January 1 | $ | 3,843 | $ | 4,683 | $ | 5,862 | |||||
Additions based on tax positions related to prior years | 297 | 527 | 18 | ||||||||
Reductions based on tax positions related to prior years | (494 | ) | (1,163 | ) | (681 | ) | |||||
Additions for tax positions of the current year | 837 | 933 | 570 | ||||||||
Settlements | (435 | ) | (486 | ) | (362 | ) | |||||
Lapse of statute of limitations | (592 | ) | (651 | ) | (724 | ) | |||||
Balance at December 31 | $ | 3,456 | $ | 3,843 | $ | 4,683 | |||||
Included in the balance of unrecognized tax benefits at December 31, 2013, 2012 and 2011, are tax positions of $0.7 million, $0.9 million and $1.1 million, respectively, which, if recognized, would reduce the effective tax rate. | |||||||||||
The Company believes it is reasonably possible that the total amounts of unrecognized tax benefits will decrease by approximately $1.8 million within the next 12 months. The anticipated decrease is primarily attributable to unrecognized tax benefits relating to tax depreciation of certain categories of fixed assets in the U.S., tax benefits that the Company expects to recognize on filing an application for a change in accounting method in response to regulations issued by the IRS, and the effective settlement of tax positions as a result of the completion of an income tax audit. | |||||||||||
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense, which is a continuation of the Company’s historical accounting policy. During the years ended December 31, 2013, 2012 and 2011, accrued interest decreased by $0.3 million, $0.4 million and $0.0 million, respectively, as a result of the reversal of accrued interest associated with the lapse of statutes of limitations. At December 31, 2013, 2012 and 2011, the Company had accrued $0.4 million, $0.7 million and $1.1 million, respectively, for the potential payment of interest, before income tax benefits. | |||||||||||
At December 31, 2013, the Company remained subject to United States federal income tax examinations for the tax years 2010 through 2013. In addition, the Company remained subject to state, local and foreign income tax examinations primarily for the tax years 2008 through 2013. |
Retirement_Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2013 | |
Retirement Plans | ' |
Retirement Plans | ' |
11. Retirement Plans | |
The Company has six defined contribution retirement plans covering substantially all salaried employees and nonunion hourly employees. Two of the plans, covering United States employees, provide for annual contributions in amounts that the Board may authorize, subject to certain limitations, but in no event more than the amounts permitted under the Internal Revenue Code as deductible expense. The other four plans, covering the Company’s European and Canadian employees, require the Company to make contributions ranging from 3% to 15% of the employees’ compensation. The total cost for these retirement plans for the years ended December 31, 2013, 2012 and 2011, was $8.2 million, $7.7 million and $6.7 million, respectively. | |
The Company also contributes to various industry-wide, union-sponsored pension funds for hourly employees who are union members and a statutorily required pension fund for employees in Switzerland. Payments to these funds aggregated $2.2 million, $2.1 million and $1.8 million for the years ended December 31, 2013, 2012 and 2011, respectively. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions | ' |
Related Party Transactions | ' |
12. Related Party Transactions | |
The Company paid an airplane charter company standard hourly rates when an airplane was hired for use by its Chairman and former Chief Executive Officer for travel between his home and Company offices or by him and other Company employees in travel on business. For each of the years ended December 31, 2012 and 2011, the total cost to the Company for this and other airplanes that were used was $0.5 million. Included in these amounts for the years ended December 31, 2012 and 2011, was $20 thousand and $30 thousand, respectively, paid to the Company’s Chairman and former Chief Executive Officer for compensation. The independent members of the Board unanimously approved this arrangement. The Company computed the compensation cost of the use of airplanes using the Standard Industrial Fare Level (“SIFL”) tables prescribed under applicable Internal Revenue Service regulations. Beginning in 2013, the Company no longer hires an airplane for its Chairman, but will reimburse him for the cost of his travel based on commercial flight rates to and from its offices or when he travels on Company business. | |
In March 2013, the Company extended its lease on a property in Addison, Illinois, which is co-owned by Gerald Hagel, a vice president of Simpson Strong-Tie since March 2007. The extension is for an additional five years through 2018. The Company paid $0.3 million in 2013 to lease the property from Mr. Hagel and his wife, Susan Hagel, a former employee of Simpson Strong-Tie. | |
In December 2009 and January 2010, the Company made loans of $0.7 million and $1.7 million to two entities related to Keymark. Both of these loans bore interest at an annual rate of 5.5%. The $1.7 million loan was repaid in July 2012 and the $0.7 million loan was repaid in January 2013. | |
In 2011, the Company paid Keymark $2.5 million for fees owed to Keymark for software development, and the Company purchased the software assets of Keymark valued at $11.5 million for $6.2 million in net cash payments and its 46.1% interest in Keymark. The Company no longer has an equity interest in Keymark or any remaining receivables from Keymark. See Note 6. |
StockBased_Compensation_Plans
Stock-Based Compensation Plans | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock-Based Compensation Plans | ' | ||||||||||||||||
Stock-Based Compensation Plans | ' | ||||||||||||||||
13. Stock-Based Compensation Plans | |||||||||||||||||
The Company has one stock-based incentive plan, which incorporates and supersedes its two previous plans (see Note 1 — Accounting for Stock-Based Compensation). Participants are granted stock-based awards only if the applicable Company-wide or profit-center operating goals, or both, or strategic goals, established by the Compensation and Leadership Development Committee of the Board of Directors at the beginning of the year, are met. | |||||||||||||||||
The fair value of each restricted stock unit award is estimated on the date of the award based on the closing market price of the underlying stock on the day preceding the date of the award. On February 3, 2014, 342,950 restricted stock units were awarded, including 9,975 awarded to the Company’s independent directors, at an estimated value of $32.60 per share, the closing price on January 31, 2014. The restrictions on these awards generally lapse one quarter on each of the date of the award and the first, second and third anniversaries of the date of the award. Restrictions on awards to three executive officers of the Company lapse three quarters on the third anniversary of the date of the award and one quarter on the fourth anniversary of the date of the award. | |||||||||||||||||
The following table summarizes the Company’s unvested restricted stock unit activity for the year ended December 31, 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 | 31.96 | |||||||||||||||
Vested | (174 | ) | 32.62 | ||||||||||||||
Forfeited | (1 | ) | 32.47 | ||||||||||||||
Outstanding at December 31, 2013 | 448 | $ | 32.48 | $ | 16,447 | ||||||||||||
Outstanding and expected to vest at December 31, 2013 | 436 | $ | 32.45 | $ | 16,021 | ||||||||||||
* The intrinsic value is calculated using the closing price per share of $36.73 as reported by the New York Stock Exchange on December 31, 2013. | |||||||||||||||||
The total intrinsic value of restricted stock units vested during the years ended December 31, 2013 and 2012, was $5.7 million and $3.1 million, respectively, based on the market value on the award date. | |||||||||||||||||
The fair value of each stock option award was estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility is based on historical volatilities of the Company’s common stock measured monthly over a term that is equivalent to the expected life of the option. The expected terms of options are 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 is 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 is based on the expected dividend rate on the grant date. | |||||||||||||||||
The assumptions used in the Black-Scholes option pricing model for options granted in 2011 were as follows: | |||||||||||||||||
Number | Risk- | ||||||||||||||||
of Options | Free | ||||||||||||||||
Granted | Grant | Interest | Dividend | Expected | Fair | ||||||||||||
(in thousands) | Date | Rate | Yield | Life | Volatility | Exercise Price | Value | ||||||||||
1994 Plan | |||||||||||||||||
1,362 | 2/3/11 | 2.62 | % | 1.75 | % | 6.2 years | 39 | % | $29.66 to $32.63 | $ | 10.33 | ||||||
1995 Plan | |||||||||||||||||
30 | 2/15/11 | 2.92 | % | 1.76 | % | 6.6 years | 38 | % | $29.58 | $ | 10.49 | ||||||
No stock options were granted under the 2011 Plan in 2012 or 2013. | |||||||||||||||||
The following table summarizes the Company’s stock option activity for the year ended December 31, 2013: | |||||||||||||||||
Weighted- | |||||||||||||||||
Weighted- | Average | Aggregate | |||||||||||||||
Average | Remaining | Intrinsic | |||||||||||||||
Shares | Exercise | Contractual | Value* | ||||||||||||||
Non-Qualified Stock Options | (in thousands) | Price | Life | (in thousands) | |||||||||||||
Outstanding at January 1, 2013 | 1,907 | $ | 31.58 | 3.8 | $ | 5,347 | |||||||||||
Exercised | (512 | ) | $ | 29.39 | |||||||||||||
Forfeited | (374 | ) | $ | 40.65 | |||||||||||||
Outstanding at December 31, 2013 | 1,021 | $ | 29.35 | 4 | $ | 7,539 | |||||||||||
Outstanding and expected to vest at December 31, 2013 | 1,003 | $ | 29.35 | 4 | $ | 7,404 | |||||||||||
Exercisable at December 31, 2013 | 573 | $ | 29.14 | 3.9 | $ | 4,352 | |||||||||||
* The intrinsic value represents the amount by which the fair market value of the underlying common stock exceeds the exercise price of the option, using the closing price per share of $36.73 as reported by the New York Stock Exchange on December 31, 2013. | |||||||||||||||||
The total intrinsic value of stock options exercised during the three years ended December 31, 2013, 2012 and 2011, was $2.6 million, $1.1 million and $0.1 million, respectively. | |||||||||||||||||
A summary of the status of unvested stock options as of December 31, 2013, and changes during the year ended December 31, 2013, is presented below: | |||||||||||||||||
Weighted- | |||||||||||||||||
Average | |||||||||||||||||
Shares | Grant-Date | ||||||||||||||||
Unvested Options | (in thousands) | Fair Value | |||||||||||||||
Unvested at January 1, 2013 | 826 | $ | 10.25 | ||||||||||||||
Vested | (377 | ) | $ | 10.17 | |||||||||||||
Forfeited | (1 | ) | $ | 10.33 | |||||||||||||
Unvested at December 31, 2013 | 448 | $ | 10.31 | ||||||||||||||
As of December 31, 2013, total unrecognized compensation cost of $18.1 million was related to unvested stock-based compensation arrangements expected to be awarded under the 2011 Plan and granted under the 1994 Plan. This cost is expected to be recognized over a weighted-average period of 1.5 years. Stock options granted under the 1995 Plan are fully vested and the associated expense is fully recognized as of the date of grant. | |||||||||||||||||
The Company also maintains a Stock Bonus Plan whereby it awards shares to employees, who do not otherwise participate in one of the Company’s stock-based incentive plans. The number of shares awarded, as well as the period of service, is determined by the Compensation and Leadership Development Committee of the Board. In 2013, 2012 and 2011, the Company issued, and committed to issue, 11 thousand, 9 thousand and 12 thousand shares, respectively, which resulted in pre-tax compensation charges of $0.7 million, $0.5 million and $0.7 million for the years ended December 31, 2013, 2012 and 2011, respectively. These employees are also awarded cash bonuses, which are included in these charges, to compensate for their income taxes payable as a result of the stock bonuses. Shares have been issued under this Plan in the year following the year in which the employee reached the tenth anniversary of employment with the Company. |
Segment_Information
Segment Information | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Segment Information | ' | |||||||||||||||||||
Segment Information | ' | |||||||||||||||||||
14. Segment Information | ||||||||||||||||||||
The Company is organized into three reporting segments. The segments are defined by the regions where the Company’s products are manufactured, marketed and distributed to the Company’s customers. The three regional segments are the North America segment, comprising primarily the United States and Canada, the Europe segment and the Asia/Pacific segment, comprising the Company’s operations in China, Hong Kong, the South Pacific and the Middle East. These segments are similar in several ways, including the types of materials, the production processes, the distribution channels and the product applications. | ||||||||||||||||||||
The Administrative & All Other column primarily includes expenses such as self-insured workers compensation claims for employees of the Company’s venting business, which was sold in 2010, stock-based compensation for certain members of management, interest expense, foreign exchange gains or losses and income tax expense, as well as revenues and expenses related to real estate activities, such as rental income and depreciation expense on the Company’s property in Vacaville, California, which the Company has leased to a third party for a 10-year term expiring in August 2020. | ||||||||||||||||||||
The following table shows certain measurements used by management to assess the performance of the segments described above as of December 31, 2013, 2012 and 2011, or for the years then ended: | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
North | Asia/ | Administrative | ||||||||||||||||||
2013 | America | Europe | Pacific | & All Other | Total | |||||||||||||||
Net sales | $ | 572,789 | $ | 117,799 | $ | 14,793 | $ | 948 | $ | 706,329 | ||||||||||
Sales to other segments * | 4,735 | 352 | 16,334 | — | 21,421 | |||||||||||||||
Income (loss) from operations | 84,885 | 1,258 | (2,202 | ) | (2,463 | ) | 81,478 | |||||||||||||
Depreciation and amortization | 17,707 | 7,019 | 1,499 | 1,293 | 27,518 | |||||||||||||||
Impairment of long-lived asset | — | 1,025 | — | — | 1,025 | |||||||||||||||
Significant non-cash charges | 8,867 | 1,561 | 142 | 2,177 | 12,747 | |||||||||||||||
Provision for (benefit from) income taxes | 26,372 | 2,906 | (101 | ) | 1,416 | 30,593 | ||||||||||||||
Capital expenditures and asset acquisitions, net of cash acquired | 19,424 | 2,244 | 1,620 | 9 | 23,297 | |||||||||||||||
Total assets | 627,196 | 201,384 | 31,560 | 93,473 | 953,613 | |||||||||||||||
North | Asia/ | Administrative | ||||||||||||||||||
2012 | America | Europe | Pacific | & All Other | Total | |||||||||||||||
Net sales | $ | 522,895 | $ | 122,549 | $ | 10,843 | $ | 949 | $ | 657,236 | ||||||||||
Sales to other segments * | 5,121 | 430 | 15,721 | — | 21,272 | |||||||||||||||
Income (loss) from operations | 71,586 | (8,095 | ) | (2,799 | ) | 1,017 | 61,709 | |||||||||||||
Depreciation and amortization | 16,317 | 7,744 | 1,330 | 1,466 | 26,857 | |||||||||||||||
Impairment of goodwill | — | 2,346 | — | — | 2,346 | |||||||||||||||
Impairment of long-lived asset | 461 | 342 | — | — | 803 | |||||||||||||||
Significant non-cash charges | 7,369 | 1,053 | 194 | 2,051 | 10,667 | |||||||||||||||
Provision for income taxes | 15,037 | 3,544 | 323 | 1,099 | 20,003 | |||||||||||||||
Capital expenditures and asset acquisitions, net of cash acquired | 23,014 | 63,156 | 916 | — | 87,086 | |||||||||||||||
Total assets | 583,501 | 194,000 | 30,455 | 82,366 | 890,322 | |||||||||||||||
North | Asia/ | Administrative | ||||||||||||||||||
2011 | America | Europe | Pacific | & All Other | Total | |||||||||||||||
Net sales | $ | 474,722 | $ | 118,246 | $ | 9,528 | $ | 950 | $ | 603,446 | ||||||||||
Sales to other segments * | 4,805 | 575 | 11,359 | — | 16,739 | |||||||||||||||
Income (loss) from operations | 75,350 | 1,296 | (1,471 | ) | (1,118 | ) | 74,057 | |||||||||||||
Depreciation and amortization | 13,194 | 4,849 | 1,211 | 1,497 | 20,751 | |||||||||||||||
Impairment of goodwill | — | 1,282 | — | — | 1,282 | |||||||||||||||
Impairment of long-lived asset | 1,094 | — | — | — | 1,094 | |||||||||||||||
Significant non-cash charges | 4,464 | 966 | 129 | 1,278 | 6,837 | |||||||||||||||
Provision for (benefit from) income taxes | 25,348 | 2,588 | (805 | ) | 755 | 27,886 | ||||||||||||||
Capital expenditures and asset acquisitions, net of cash acquired | 72,291 | 5,062 | 544 | 19 | 77,916 | |||||||||||||||
Total assets | 540,082 | 180,016 | 29,306 | 86,683 | 836,087 | |||||||||||||||
* Sales to other segments are eliminated on consolidation. | ||||||||||||||||||||
Cash collected by the Company’s United States subsidiaries is routinely transferred into the Company’s cash management accounts, and therefore has been included in the total assets of “Administrative & All Other.” Cash and short-term investment balances in “Administrative & All Other” were $156.0 million, $91.9 million and $68.5 million as of December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013, the Company had $96.4 million or 38.4% of its cash and cash equivalents held outside the United States in accounts belonging to the Company’s various foreign operating entities. The majority of this balance is held in foreign currencies and could be subject to additional taxation if it were repatriated to the United States. The Company has no plans to repatriate cash and cash equivalents held outside the United States as the Company expects to use such funds for future international growth and acquisitions. | ||||||||||||||||||||
The significant non-cash charges comprise compensation related to the awards under the stock-based incentive plans and the stock bonus plan. The Company’s measure of profit or loss for its reportable segments is income (loss) from operations. The reconciling amounts between consolidated income before tax and consolidated income from operations are net interest income, which is primarily attributed to “Administrative & All Other” and loss from equity method investment, which is attributed to the North America segment. | ||||||||||||||||||||
The following table shows the geographic distribution of how the Company’s net sales and long-lived assets as of December 31, 2013, 2012 and 2011, or for the years then ended: | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Net | Long-Lived | Net | Long-Lived | Net | Long-Lived | |||||||||||||||
Sales | Assets | Sales | Assets | Sales | Assets | |||||||||||||||
United States | $ | 531,968 | $ | 152,644 | $ | 479,390 | $ | 152,456 | $ | 433,242 | $ | 165,363 | ||||||||
Canada | 41,626 | 5,763 | 44,359 | 6,182 | 42,350 | 5,964 | ||||||||||||||
Denmark | 14,993 | 1,907 | 15,096 | 2,252 | 17,158 | 2,607 | ||||||||||||||
United Kingdom | 21,852 | 1,249 | 23,504 | 1,232 | 23,598 | 1,370 | ||||||||||||||
France | 36,708 | 9,302 | 37,826 | 10,036 | 43,319 | 10,530 | ||||||||||||||
Germany | 26,058 | 17,446 | 27,919 | 17,651 | 27,237 | 4,957 | ||||||||||||||
Switzerland | 6,019 | 11,649 | 6,653 | 11,628 | — | — | ||||||||||||||
Poland | 5,982 | 692 | 4,847 | 795 | 3,004 | 224 | ||||||||||||||
The Netherlands | 4,306 | 63 | 3,336 | 92 | — | — | ||||||||||||||
Portugal | 804 | 688 | 1,437 | 734 | — | — | ||||||||||||||
Ireland | 31 | — | 791 | 2,757 | 2,720 | 3,075 | ||||||||||||||
China/Hong Kong | 9,802 | 9,499 | 6,054 | 9,675 | 4,754 | 10,022 | ||||||||||||||
Australia | 3,289 | 356 | 3,386 | 441 | 4,586 | 369 | ||||||||||||||
New Zealand | 1,701 | 125 | 1,404 | 154 | 188 | 138 | ||||||||||||||
Other countries | 1,190 | 739 | 1,234 | 577 | 1,290 | 560 | ||||||||||||||
$ | 706,329 | $ | 212,122 | $ | 657,236 | $ | 216,662 | $ | 603,446 | $ | 205,179 | |||||||||
Net sales and long-lived assets, net of intangible assets, are attributable to the country where the operations are located. | ||||||||||||||||||||
The following table show the distribution of the Company’s net sales by product as of December 31, 2013, 2012 and 2011, or for the years then ended: | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Wood Construction | $ | 596,849 | $ | 558,113 | $ | 536,131 | ||||||||||||||
Concrete Construction | 108,341 | 97,967 | 66,031 | |||||||||||||||||
Other | 1,139 | 1,156 | 1,284 | |||||||||||||||||
Total | $ | 706,329 | $ | 657,236 | $ | 603,446 | ||||||||||||||
Wood construction products include connectors, truss plates, fastening systems, fasteners and pre-fabricated shearwalls and are used for connecting and strengthening wood-based construction primarily in the residential construction market. Concrete construction products include adhesives, specialty chemicals, mechanical anchors, carbide drill bits, powder actuated tools and reinforcing fiber materials and are used for restoration, protection or strengthening concrete, masonry and steel construction in residential, industrial, commercial and infrastructure construction. | ||||||||||||||||||||
The Company’s largest customer, attributable mostly to the North America segment, accounted for 10% of net sales for each of the years ended December 31, 2012 and 2011. No customer accounted for as much as 10% of net sales for the year ended December 31, 2013. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
15. Subsequent Events | |
At its meeting on February 3, 2014, the Company’s Board of Directors declared a cash dividend of $0.125 per share. The record date for the dividend will be April 3, 2014, and it will be paid on April 24, 2014. At the same meeting, the Board also authorized the Company to repurchase up to $50.0 million of the Company’s common stock. The authorization will remain in effect through the end of 2014. |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
Selected Quarterly Financial Data (Unaudited) | ' | |||||||||||||||||||||||||
Selected Quarterly Financial Data (Unaudited) | ' | |||||||||||||||||||||||||
16. Selected Quarterly Financial Data (Unaudited) | ||||||||||||||||||||||||||
The following table sets forth selected quarterly financial data for each of the quarters in 2013 and 2012: | ||||||||||||||||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||
Fourth | Third | Second | First | Fourth | Third | Second | First | |||||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | |||||||||||||||||||
Net sales | $ | 160,322 | $ | 195,877 | $ | 195,596 | $ | 154,535 | $ | 144,686 | $ | 172,113 | $ | 181,703 | $ | 158,734 | ||||||||||
Cost of sales | 90,331 | 105,724 | 106,176 | 89,561 | 89,482 | 96,390 | 98,557 | 89,329 | ||||||||||||||||||
Gross profit | 69,991 | 90,153 | 89,420 | 64,974 | 55,204 | 75,723 | 83,146 | 69,405 | ||||||||||||||||||
Research and development and other engineering | 9,825 | 9,226 | 9,484 | 8,308 | 8,763 | 8,916 | 9,043 | 9,198 | ||||||||||||||||||
Selling | 21,448 | 20,630 | 21,652 | 21,371 | 21,109 | 20,941 | 19,881 | 20,432 | ||||||||||||||||||
General and administrative | 25,411 | 28,781 | 28,595 | 26,290 | 23,799 | 23,843 | 27,087 | 26,244 | ||||||||||||||||||
Impairment of goodwill | — | — | — | — | 2,346 | — | — | — | ||||||||||||||||||
Loss (gain) on sale of assets | 1,404 | 631 | 11 | (8 | ) | 124 | 33 | (13 | ) | 23 | ||||||||||||||||
Income (loss) from operations | 11,903 | 30,885 | 29,678 | 9,013 | (937 | ) | 21,990 | 27,148 | 13,508 | |||||||||||||||||
Interest income, net | 54 | (9 | ) | 1 | 38 | 35 | 55 | 58 | 65 | |||||||||||||||||
Income (loss) before income taxes | 11,957 | 30,876 | 29,679 | 9,051 | (902 | ) | 22,045 | 27,206 | 13,573 | |||||||||||||||||
Provision for (benefit from) income taxes | 4,289 | 10,870 | 11,177 | 4,256 | (6,785 | ) | 9,069 | 11,347 | 6,372 | |||||||||||||||||
Net income | $ | 7,668 | $ | 20,006 | $ | 18,502 | $ | 4,795 | $ | 5,883 | $ | 12,976 | $ | 15,859 | $ | 7,201 | ||||||||||
Earnings per common share: | ||||||||||||||||||||||||||
Basic | $ | 0.16 | $ | 0.41 | $ | 0.38 | $ | 0.1 | $ | 0.12 | $ | 0.27 | $ | 0.33 | $ | 0.15 | ||||||||||
Diluted | 0.16 | 0.41 | 0.38 | 0.1 | 0.12 | 0.27 | 0.33 | 0.15 | ||||||||||||||||||
Cash dividends declared per common share | $ | 0.125 | $ | 0.125 | $ | 0.125 | $ | — | $ | 0.25 | $ | 0.125 | $ | 0.125 | $ | 0.125 | ||||||||||
Basic and diluted income per common share for each of the quarters presented above is based on the respective weighted average numbers of common and dilutive potential common shares outstanding for each quarter, and the sum of the quarters may not necessarily be equal to the full year basic and diluted net income per common share amounts. |
SCHEDULE_II_VALUATION_AND_QUAL
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | ' | ||||||||||||||||
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | ' | ||||||||||||||||
SCHEDULE II | |||||||||||||||||
Simpson Manufacturing Co., Inc. and Subsidiaries | |||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||
for the years ended December 31, 2013, 2012 and 2011 | |||||||||||||||||
Column A | Column B | Column C | Column D | Column E | |||||||||||||
Additions | |||||||||||||||||
Charged | Charged | ||||||||||||||||
Balance at | to Costs | to Other | Balance | ||||||||||||||
(in thousands) | Beginning | and | Accounts — | at End | |||||||||||||
Classification | of Year | Expenses | Write-offs | Deductions | of Year | ||||||||||||
Year Ended December 31, 2013 | |||||||||||||||||
Allowance for doubtful accounts | $ | 1,287 | $ | (48 | ) | $ | — | $ | 294 | $ | 945 | ||||||
Allowance for sales discounts | 1,632 | (181 | ) | — | — | 1,451 | |||||||||||
Allowance for deferred tax assets | 9,720 | 1,458 | — | 5,632 | 5,546 | ||||||||||||
Year Ended December 31, 2012 | |||||||||||||||||
Allowance for doubtful accounts | 991 | 355 | — | 59 | 1,287 | ||||||||||||
Allowance for sales discounts | 1,231 | 401 | — | — | 1,632 | ||||||||||||
Allowance for deferred tax assets | 6,279 | 3,600 | — | 159 | 9,720 | ||||||||||||
Year Ended December 31, 2011 | |||||||||||||||||
Allowance for doubtful accounts | 1,344 | 67 | — | 420 | 991 | ||||||||||||
Allowance for sales discounts | 1,181 | 50 | — | — | 1,231 | ||||||||||||
Allowance for deferred tax assets | 7,167 | 1,082 | — | 1,970 | 6,279 | ||||||||||||
Operations_and_Summary_of_Sign1
Operations and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Operations and Summary of Significant Accounting Policies | ' | |||||||||||||
Principles of Consolidation | ' | |||||||||||||
Principles of Consolidation | ||||||||||||||
The consolidated financial statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries. Investments in 50% or less owned entities are accounted for using either cost or the equity method. The Company consolidates all variable interest entities (VIEs) where it is the primary beneficiary. There were no VIEs as of December 31, 2013 or 2012. All significant intercompany transactions have been eliminated. | ||||||||||||||
Use of Estimates | ' | |||||||||||||
Use of Estimates | ||||||||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||||
Revenue Recognition | ' | |||||||||||||
Revenue Recognition | ||||||||||||||
The Company recognizes revenue when the earnings process is complete, net of applicable provision for discounts, returns and incentives, whether actual or estimated based on the Company’s experience. This generally occurs when products are shipped to the customer in accordance with the sales agreement or purchase order, ownership and risk of loss pass to the customer, collectability is reasonably assured and pricing is fixed or determinable. The Company’s general shipping terms are F.O.B. shipping point, where title is transferred and revenue is recognized when the products are shipped to customers. When the Company sells F.O.B. destination point, title is transferred and the Company recognizes revenue on delivery or customer acceptance, depending on terms of the sales agreement. Service sales, representing after-market repair and maintenance, engineering activities, software license sales and service and lease income, though significantly less than 1% of net sales and not material to the consolidated financial statements, are recognized as the services are completed or the software products and services are delivered. If actual costs of sales returns, incentives and discounts were to significantly exceed the recorded estimated allowances, the Company’s sales would be adversely affected. | ||||||||||||||
Reclassification | ' | |||||||||||||
Reclassification | ||||||||||||||
The Company reclassified $0.7 million from the 2011 write down of excess and obsolete inventory to changes in inventories, net of effect of acquisitions and dispositions, in the Consolidated Statements of Cash Flows. | ||||||||||||||
Cash Equivalents | ' | |||||||||||||
Cash Equivalents | ||||||||||||||
The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the time of purchase to be cash equivalents. | ||||||||||||||
Investments | ' | |||||||||||||
Investments | ||||||||||||||
In 2011, the Company disposed of its only minority investment. Minority investments are carried either at cost or by the equity method of accounting, depending on the Company’s ownership interest and its ability to influence the operating or financial decisions of the investee, and are classified as long-term investments. | ||||||||||||||
The Company periodically reviews its investments for impairment. If the carrying value of an investment exceeds its fair value and the decline in fair value is determined to be other-than-temporary, the Company writes down the value of the investment to its fair value. | ||||||||||||||
Allowance For Doubtful Accounts | ' | |||||||||||||
Allowance for Doubtful Accounts | ||||||||||||||
The Company assesses the collectability of specific customer accounts that would be considered doubtful based on the customer’s financial condition, payment history, credit rating and other factors that the Company considers relevant, or accounts that the Company assigns for collection. The Company reserves for the portion of those outstanding balances that the Company believes it is not likely to collect based on historical collection experience. The Company also reserves 100% of the amounts that it deems uncollectable due to a customer’s deteriorating financial condition or bankruptcy. If the financial condition of the Company’s customers were to deteriorate, resulting in probable inability to make payments, additional allowances may be required. | ||||||||||||||
Inventory Valuation | ' | |||||||||||||
Inventory Valuation | ||||||||||||||
Inventories are stated at the lower of cost or net realizable value (market). Cost includes all costs incurred in bringing each product to its present location and condition, as follows: | ||||||||||||||
· Raw materials and purchased finished goods for resale — principally valued at cost determined on a weighted average basis; and | ||||||||||||||
· In-process products and finished goods — cost of direct materials and labor plus attributable overhead based on a normal level of activity. | ||||||||||||||
The Company applies net realizable value and obsolescence to the gross value of the inventory. The Company estimates net realizable value based on estimated selling price less further costs to completion and disposal. The Company impairs slow-moving products by comparing inventories on hand to projected demand. If on-hand supply of a product exceeds projected demand or if the Company believes the product is no longer marketable, the product is considered obsolete inventory. The Company revalues obsolete inventory to its net realizable value. The Company has consistently applied this methodology. The Company believes that this approach is prudent and makes suitable impairments for slow-moving and obsolete inventory. When impairments are established, a new cost basis of the inventory is created. Unexpected change in market demand, building codes or buyer preferences could reduce the rate of inventory turnover and require the Company to recognize more obsolete inventory. | ||||||||||||||
Sales Incentive and Advertising Allowances | ' | |||||||||||||
Sales Incentive and Advertising Allowances | ||||||||||||||
The Company records estimated reductions to revenues for sales incentives, primarily rebates for volume discounts, and allowances for co-operative advertising. | ||||||||||||||
Allowances for Sales Discounts | ' | |||||||||||||
Allowances for Sales Discounts | ||||||||||||||
The Company records estimated reductions to revenues for discounts taken on early payment of invoices by its customers. | ||||||||||||||
Warranties | ' | |||||||||||||
Warranties | ||||||||||||||
The Company provides product warranties for specific product lines and accrues for estimated future warranty costs, none of which has been material to the consolidated financial statements, in the period in which the sale is recorded. In a limited number of circumstances, the Company may also agree to indemnify customers against legal claims made against those customers by the end users of the Company’s products. Historically, payments made by the Company, if any, under such agreements have not had a material effect on the Company’s consolidated results of operations, cash flows or financial position. | ||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
The “Fair Value Measurements and Disclosures” topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards 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. | ||||||||||||||
As of December 31, 2013, the Company’s investments consisted of only United States Treasury securities and money market funds, which are the Company’s primary financial instruments, maintained in cash equivalents and carried at cost, approximating fair value, based on Level 1 inputs. The balance of the Company’s primary financial instruments was as follows: | ||||||||||||||
(in thousands) | ||||||||||||||
At December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
$ | 117,571 | $ | 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. | ||||||||||||||
Property, Plant and Equipment including Depreciation and Amortization | ' | |||||||||||||
Property, Plant and Equipment | ||||||||||||||
Property, plant and equipment are carried at cost. Major renewals and betterments are capitalized. Maintenance and repairs are expensed on a current basis. When assets are sold or retired, their costs and accumulated depreciation are removed from the accounts, and the resulting gains or losses are reflected in the consolidated statements of operations. | ||||||||||||||
The “Intangibles—Goodwill and Other” topic of the FASB ASC provides guidance on capitalization of the costs incurred for computer software developed or obtained for internal use. The Company capitalizes substantially all external costs and qualifying internal costs related to the purchase and implementation of software projects used for business operations and engineering design activities. Capitalized software costs primarily include purchased software and external consulting fees. Capitalized software projects are amortized over the estimated useful lives of the software. | ||||||||||||||
Depreciation and Amortization | ||||||||||||||
Depreciation of software, machinery and equipment is provided using accelerated methods over the following estimated useful lives: | ||||||||||||||
Software | 3 to 5 years | |||||||||||||
Machinery and equipment | 3 to 10 years | |||||||||||||
Buildings and site improvements are depreciated using the straight-line method over their estimated useful lives, which range from 15 to 45 years. Leasehold improvements are amortized using the straight-line method over the shorter of the expected life or the remaining term of the lease. Amortization of purchased intangible assets with finite useful lives is computed using the straight-line method over the estimated useful lives of the assets. | ||||||||||||||
In-Process Research and Development Assets | ' | |||||||||||||
In-Process Research and Development Assets | ||||||||||||||
In-process research and development (“IPR&D”) assets represent capitalized incomplete research projects that the Company acquired through business combinations. Such assets are initially measured at their acquisition-date fair values and are required to be classified as indefinite-lived assets until the successful completion of the associated research and development efforts. During the development period after the date of acquisition, these assets will not be amortized until the research and development projects are completed and the resulting assets are ready for their intended use. The Company performs an impairment test annually and more frequently if events or changes in circumstances indicate it that is more likely than not that the asset is impaired. On successful completion of the research and development project the Company makes a determination about the then-remaining useful life and begins amortization. | ||||||||||||||
In connection with the 2012 S&P Clever acquisition, the Company recorded $4.8 million of in-process research and development assets, which were classified as indefinite-lived intangibles assets. | ||||||||||||||
Cost of Sales | ' | |||||||||||||
Cost of Sales | ||||||||||||||
The types of costs included in cost of sales include material, labor, factory and tooling overhead, shipping, and freight costs. Major components of these expenses are material costs, such as steel, packaging and cartons, personnel costs, and facility costs, such as rent, depreciation and utilities, related to the production and distribution of the Company’s products. Inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and other costs of the Company’s distribution network are also included in cost of sales. | ||||||||||||||
Tool and Die Costs | ' | |||||||||||||
Tool and Die Costs | ||||||||||||||
Tool and die costs are included in product costs in the year incurred. | ||||||||||||||
Shipping and Handling Fees and Costs | ' | |||||||||||||
Shipping and Handling Fees and Costs | ||||||||||||||
The Company’s general shipping terms are F.O.B. shipping point. Shipping and handling fees and costs are included in revenues and product costs, as appropriate, in the year incurred. | ||||||||||||||
Product and Software Research and Development Costs | ' | |||||||||||||
Product and Software Research and Development Costs | ||||||||||||||
Product research and development costs, which are included in operating expenses and are charged against income as incurred, were $10.7 million, $11.5 million and $6.1 million in 2013, 2012 and 2011, respectively. The types of costs included as product research and development expenses are typically related to salaries and benefits, professional fees and supplies. In 2013 and 2012, the Company incurred software development expenses related to its expansion into the plated truss market. The Company amortizes acquired patents over their remaining lives and performs periodic reviews for impairment. The cost of internally developed patents is expensed as incurred. | ||||||||||||||
Selling Costs | ' | |||||||||||||
Selling Costs | ||||||||||||||
Selling costs include expenses associated with selling, merchandising and marketing the Company’s products. Major components of these expenses are personnel, sales commissions, facility costs such as rent, depreciation and utilities, professional services, information technology costs, sales promotion, advertising, literature and trade shows. | ||||||||||||||
Advertising Costs | ' | |||||||||||||
Advertising Costs | ||||||||||||||
Advertising costs are included in selling expenses, are expensed when the advertising occurs, and were $7.0 million, $7.2 million and $6.3 million in 2013, 2012 and 2011, respectively. | ||||||||||||||
Income Taxes | ' | |||||||||||||
Income Taxes | ||||||||||||||
Income taxes are calculated using an asset and liability approach. The provision for income taxes includes federal, state and foreign taxes currently payable and deferred taxes, due to temporary differences between the financial statement and tax bases of assets and liabilities. In addition, future tax benefits are recognized to the extent that realization of such benefits is more likely than not. | ||||||||||||||
Sales Taxes | ' | |||||||||||||
Sales Taxes | ||||||||||||||
The Company presents taxes collected and remitted to governmental authorities on a net basis in the accompanying consolidated statements of operations. | ||||||||||||||
Foreign Currency Translation | ' | |||||||||||||
Foreign Currency Translation | ||||||||||||||
The local currency is the functional currency of the Company’s operations in Europe, Canada, Asia, Australia, New Zealand and South Africa. Assets and liabilities denominated in foreign currencies are translated using the exchange rate on the balance sheet date. Revenues and expenses are translated using average exchange rates prevailing during the year. The translation adjustment resulting from this process is shown separately as a component of stockholders’ equity. Foreign currency transaction gains or losses are included in general and administrative expenses. | ||||||||||||||
Plant Closure | ' | |||||||||||||
Plant Closure | ||||||||||||||
In September 2012, the Company decided to discontinue manufacturing heavy-duty mechanical anchors made in its facility in Ireland, which were sold mainly in Europe, to focus on selling light-duty and medium-duty anchors and its fastener products in conjunction with its connector products. In December 2012, the Company ceased producing and selling heavy-duty mechanical anchors and terminated employees in Europe, primarily in Ireland and Germany, who were manufacturing, selling or supporting the product line. In the third quarter of 2013, the Company concluded remaining activities associated with the terminated product line, including transferring remaining inventories and certain fixed assets to its other operating locations and preparing the site for lease. All costs associated with the closure were reported in the Europe segment. | ||||||||||||||
At December 31, 2012, the long-lived assets of the Ireland facility had a net book value of $2.8 million, including land and building with a net book value of $2.7 million. In the first quarter of 2013, the Company concluded that the carrying value of its Ireland facility, associated with the Europe segment, exceeded its net estimated realizable value, and therefore recorded an impairment charge of $1.0 million, within general and administrative expenses. The net realizable value was based on the Company’s intent to lease the facility. In September 2013, after receiving an offer that exceeded expectations, the Company reconsidered leasing the facility and decided to accept the offer. The facility had a remaining net book value of $1.7 million and was sold for $1.0 million, resulting in a $0.7 million loss on sales of assets. Remaining equipment with a net book value of $0.1 million was sold to outside parties, transferred to other branches within the Company or scrapped. See note 5. | ||||||||||||||
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 2014. | ||||||||||||||
Closure liabilities are recognized when a transaction or event has occurred that leaves little or no discretion to avoid future settlement of the liability. 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 was paid in 2013. In 2013, the Company had recorded an additional $0.1 million in plant closure costs and paid $0.2 million in accrued plant closure costs. | ||||||||||||||
In December 2013, the Company had substantially completed the liquidation of its Irish subsidiary, which included liquidating nearly all of its assets and settling most of its debts. As a result, the Company reclassified $2.8 million of its accumulated other comprehensive income, related to foreign exchange losses from its Irish subsidiary, to its consolidated statement of operations. This amount is classified as a loss on disposal of assets and was recorded in the Administrative & All Other segment. | ||||||||||||||
Sale of Product Line | ' | |||||||||||||
Sale of Product Line | ||||||||||||||
In December 2013, the Company sold its CarbonWrap product line to The DowAksa USA, LLC for $3.8 million. The CarbonWrap product line had assets of $2.0 million, consisting of $1.5 million in intangible assets and $0.5 million in goodwill. As part of the transaction, the Company also incurred severance costs of $0.5 million. As a result of this transaction the Company recognized a pre-tax gain of $1.4 million. | ||||||||||||||
Because the CarbonWrap assets constituted an integrated business in the US reporting unit, a portion of the US reporting unit’s goodwill must be included in the carrying amount of the asset group disposed. The amount of goodwill from the US reporting unit included in the CarbonWrap asset group was $0.5 million, which was proportionate to the fair value of the CarbonWrap asset group compared to the estimated fair value of the US reporting unit. | ||||||||||||||
The Company continues to invest in related product lines, such as those acquired from Fox Industries, Inc. in 2011 and S&P Clever in 2012. See note 2. | ||||||||||||||
Common Stock and Preferred Stock | ' | |||||||||||||
Common Stock | ||||||||||||||
Subject to the rights of holders of any preferred stock that may be issued in the future, holders of common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s Board of Directors (the “Board”) out of legally available funds, and in the event of liquidation, dissolution or winding-up of the Company, to share ratably in all assets available for distribution. The holders of common stock have no preemptive or conversion rights. Subject to the rights of any preferred stock that may be issued in the future, the holders of common stock are entitled to one vote per share on any matter submitted to a vote of the stockholders, except that, subject to compliance with pre-meeting notice and other conditions pursuant to the Company’s Bylaws, stockholders may cumulate their votes in an election of directors, and each stockholder may give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of shares held by such stockholder or may distribute such stockholder’s votes on the same principle among as many candidates as such stockholder thinks fit. A director is elected if the votes cast “for” such director’s election exceed the votes cast “against” such director’s election, except that, if a stockholder properly nominates a candidate for election to the Board, the candidates with the highest number of affirmative votes (up to the number of directors to be elected) are elected. There are no redemption or sinking fund provisions applicable to the common stock. | ||||||||||||||
In 1999, the Company declared a dividend distribution of one Right to purchase Series A Participating preferred stock per share of common stock. The Rights will be exercisable, unless redeemed earlier by the Company, if a person or group acquires, or obtains the right to acquire, 15% or more of the outstanding shares of common stock or commences a tender or exchange offer that would result in it acquiring 15% or more of the outstanding shares of common stock, either event occurring without the prior consent of the Company. The amount of Series A Participating preferred stock that the holder of a Right is entitled to receive and the purchase price payable on exercise of a Right are both subject to adjustment. Any person or group that acquires 15% or more of the outstanding shares of common stock without the prior consent of the Company would not be entitled to this purchase. Any stockholder who held 25% or more of the Company’s common stock when the Rights were originally distributed would not be treated as having acquired 15% or more of the outstanding shares unless such stockholder’s ownership is increased to more than 40% of the outstanding shares. | ||||||||||||||
The Rights will expire on June 14, 2019, or they may be redeemed by the Company at one cent per Right prior to that date. The Rights do not have voting or dividend rights and, until they become exercisable, have no dilutive effect on the earnings of the Company. One million shares of the Company’s preferred stock have been designated Series A Participating preferred stock and reserved for issuance on exercise of the Rights. No event during 2013 made the Rights exercisable. | ||||||||||||||
Preferred Stock | ||||||||||||||
The Board has the authority to issue the authorized and unissued preferred stock in one or more series with such designations, rights and preferences as may be determined from time to time by the Board. Accordingly, the Board is empowered, without stockholder approval, to issue preferred stock with dividend, redemption, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of the Company’s common stock. | ||||||||||||||
Net Income per Common Share | ' | |||||||||||||
Net Income per Common Share | ||||||||||||||
Basic net income per common share is computed based on the weighted average number of common shares outstanding. Potentially dilutive shares, using the treasury stock method, are included in the diluted per-share calculations for all periods when the effect of their inclusion is dilutive. | ||||||||||||||
The following shows a reconciliation of basic earnings per share (“EPS”) to diluted EPS: | ||||||||||||||
(in thousands, except per-share amounts) | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Net income available to common stockholders | $ | 50,971 | $ | 41,918 | $ | 50,900 | ||||||||
Basic weighted average shares outstanding | 48,521 | 48,339 | 48,974 | |||||||||||
Dilutive effect of potential common stock equivalents — stock options | 152 | 73 | 49 | |||||||||||
Diluted weighted average shares outstanding | 48,673 | 48,412 | 49,023 | |||||||||||
Net earnings per share: | ||||||||||||||
Basic | $ | 1.05 | $ | 0.87 | $ | 1.04 | ||||||||
Diluted | $ | 1.05 | $ | 0.87 | $ | 1.04 | ||||||||
Potentially dilutive securities excluded from earnings per diluted share because their effect is anti-dilutive | — | 1,700 | 1,363 | |||||||||||
Anti-dilutive shares attributable to outstanding stock options were excluded from the calculation of diluted net income per share. | ||||||||||||||
The potential tax benefits derived from the amount of the average stock price for the period in excess of the grant date fair value of stock options, known as the windfall tax benefit, is added to the proceeds of stock option exercises under the treasury stock method for computing the amount of dilutive securities used to determine the outstanding shares for the calculation of diluted earnings per share. | ||||||||||||||
Comprehensive Income | ' | |||||||||||||
Comprehensive Income | ||||||||||||||
Comprehensive income is defined as net income plus other comprehensive income. Other comprehensive income consists of changes in cumulative translation adjustments and changes in unamortized pension adjustments recorded directly in accumulated other comprehensive income within stockholders’ equity. The following shows the components of accumulated other comprehensive income as of December 31, 2013 and 2012: | ||||||||||||||
(in thousands) | ||||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Translation adjustments, net of tax of $854 and $883 as of 2013 and 2012, respectively | $ | 18,283 | $ | 12,342 | ||||||||||
Unamortized pension adjustments, net of tax of $43 and $46 as of 2013 and 2012, respectively | (197 | ) | (243 | ) | ||||||||||
Total accumulated other comprehensive income | $ | 18,086 | $ | 12,099 | ||||||||||
The 2013 translation adjustments activity included the realization of $2.8 million in cumulative currency translation adjustments related to the liquidation of the Irish subsidiary as a net loss on disposal of assets in the Consolidated Statements of Operations. | ||||||||||||||
Concentration of Credit Risk | ' | |||||||||||||
Concentration of Credit Risk | ||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash in banks, short-term investments in United States Treasury securities, money market funds and trade accounts receivable. The Company maintains its cash in demand deposit and money market accounts held primarily at eleven banks. | ||||||||||||||
Accounting for Stock-Based Compensation | ' | |||||||||||||
Accounting for Stock-Based Compensation | ||||||||||||||
With the approval of the Company’s stockholders on April 26, 2011, the Company adopted the Simpson Manufacturing Co., Inc. 2011 Incentive Plan (the “2011 Plan”). The 2011 Plan amended and restated in their entirety, and incorporated and superseded, both the Simpson Manufacturing Co., Inc. 1994 Stock Option Plan (the “1994 Plan”), which was principally for the Company’s employees, and the Simpson Manufacturing Co., Inc. 1995 Independent Director Stock Option Plan (the “1995 Plan”), which was for its independent directors. Options previously granted under the 1994 Plan or the 1995 Plan will not be affected by the adoption of the 2011 Plan and will continue to be governed by the 1994 Plan or the 1995 Plan, respectively. | ||||||||||||||
Under the 1994 Plan, the Company could grant incentive stock options and non-qualified stock options, although the Company granted only non-qualified stock options under the 1994 Plan and the 1995 Plan. The Company generally granted options under each of the 1994 Plan and the 1995 Plan once each year. The exercise price per share of each stock option granted in February 2011 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 sold) pursuant to all awards under the 2011 Plan, including on exercise of options previously granted under the 1994 Plan and the 1995 Plan. Shares of common stock to be issued pursuant to the 2011 Plan are registered under the Securities Act of 1933. | ||||||||||||||
The following table shows the Company’s stock-based compensation activity for the years ended December 31, 2013, 2012 and 2011: | ||||||||||||||
(in thousands) | ||||||||||||||
Years Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Stock-based compensation expense recognized in operating expenses | $ | 12,053 | $ | 10,205 | $ | 6,133 | ||||||||
Tax benefit of stock-based compensation expense in provision for income taxes | 4,225 | 3,610 | 2,261 | |||||||||||
Stock-based compensation expense, net of tax | $ | 7,828 | $ | 6,595 | $ | 3,872 | ||||||||
Fair value of shares vested | $ | 12,090 | $ | 10,195 | $ | 6,194 | ||||||||
Proceeds to the Company from the exercise of stock-based compensation | $ | 15,057 | $ | 4,925 | $ | 214 | ||||||||
Tax benefit from exercise of stock-based compensation, including shortfall tax benefits | $ | (2,645 | ) | $ | (233 | ) | $ | (1,554 | ) | |||||
(in thousands) | ||||||||||||||
At December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Stock-based compensation cost capitalized in inventory | $ | 374 | $ | 335 | $ | 345 | ||||||||
The stock-based compensation expense included in cost of sales, research and development and engineering expense, selling expense, or general and administrative expense depends on the job functions performed by the employees to whom the stock options were granted, or the restricted stock units were awarded. | ||||||||||||||
The assumptions used to calculate the fair value of options or restricted stock units are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience. | ||||||||||||||
Goodwill Impairment Testing | ' | |||||||||||||
Goodwill Impairment Testing | ||||||||||||||
The Company tests goodwill for impairment at the reporting unit level on an annual basis (in the fourth quarter for the Company). The Company also reviews goodwill for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or disposition or relocation of a significant portion of a reporting unit. | ||||||||||||||
The reporting unit level is generally one level below the operating segment and is at the country level except in the United States and Australia and except for S&P Clever Reinforcement Company AG and S&P Clever International AG, both companies incorporated under the laws of Switzerland (collectively, “S&P Clever”). | ||||||||||||||
The Company has determined that the United States reporting unit includes four components: Northwest United States, Southwest United States, Northeast United States and Southeast United States (collectively the “U.S. Components”). The Company aggregates the U.S. Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the U.S. Components working in concert. The U.S. Components are economically similar because of a number of factors, including, selling similar products to shared customers and sharing assets and services such as intellectual property, manufacturing assets for certain products, research and development projects, manufacturing processes, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the U.S. Components level and costs are allocated among the four U.S. Components. | ||||||||||||||
The Company determined that the Australia reporting unit includes three components: Australia, New Zealand and South Africa (collectively the “AU Components”). The Company aggregates the AU Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the AU Components working in concert. The AU Components are economically similar because of a number of factors, including that New Zealand and South Africa operate as extensions of their Australian parent company selling similar products and sharing assets and services such as intellectual property, manufacturing assets for certain products, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the AU Components level and costs are allocated among the AU Components. | ||||||||||||||
The Company has determined that the S&P Clever reporting unit includes seven components: S&P Switzerland, S&P Poland, S&P Austria, S&P The Netherlands, S&P Portugal, S&P Germany and S&P France (collectively the S&P Components”). The Company aggregates the S&P Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the S&P Components working in concert. The S&P Components are economically similar because of a number of factors, including sharing assets and services such as intellectual property, manufacturing assets for certain products, research and development projects, manufacturing processes, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the S&P Components level and costs are allocated among the S&P Components. | ||||||||||||||
The Company determined that the Denmark reporting unit includes two components: Denmark and Poland (collectively the “DK Components”). The Company aggregates the DK Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the DK Components working in concert. The DK Components are economically similar because of a number of factors, including that Poland sells similar products and shares assets, such as intellectual property, manufacturing assets for certain products and management of inventory excesses and shortages. | ||||||||||||||
For certain reporting units, the Company may first assess qualitative factors related to the goodwill of the reporting unit to determine whether it is necessary to perform a two-step impairment test. If the Company judges that it is more likely than not that the fair value of the reporting unit is greater than the carrying amount of the reporting unit, including goodwill, no further testing is required. If the Company judges that it is more likely than not that the fair value of the reporting unit is less than the carrying amount of the reporting unit, including goodwill, the Company will perform a two-step impairment test on goodwill. In the first step, the Company compares the fair value of the reporting unit to its carrying value. The fair value calculation uses a discounted cash flow model and may be supplemented by market approaches if information is readily available. If the Company judges that the carrying value of the net assets assigned to the reporting unit, including goodwill, exceeds the fair value of the reporting unit, a second step of the impairment test must be performed to determine the implied fair value of the reporting unit’s goodwill. If the Company judges that the carrying value of a reporting unit’s goodwill exceeds its implied fair value, the Company would record an impairment charge equal to the difference between the implied fair value of the goodwill and the carrying value. | ||||||||||||||
Determining the fair value of a reporting unit or an indefinite-lived purchased intangible asset is a judgment involving significant estimates and assumptions. These estimates and assumptions include revenue growth rates, operating margins and working capital requirements used to calculate projected future cash flows, risk-adjusted discount rates, and future economic and market conditions (Level 3 fair value inputs). The Company bases its fair value estimates on assumptions that it believes to be reasonable, but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. | ||||||||||||||
Assumptions about a reporting unit’s operating performance in the first year of the discounted cash flow model used to determine whether or not the goodwill related to that reporting unit is impaired are derived from the Company’s budget. The fair value model considers such factors as macro-economic conditions, revenue and expense forecasts, product line changes, material, labor and overhead costs, tax rates, working capital levels and competitive environment. Future estimates, however derived, are inherently uncertain but the Company believes that this is the most appropriate source on which to base its estimates. | ||||||||||||||
The Company uses these parameters only to provide a basis for the determination of whether or not the goodwill related to a reporting unit is impaired. No inference whatsoever should be drawn from these parameters about the Company’s future financial performance and they should not be taken as projections or guidance of any kind. | ||||||||||||||
The impairment charge taken in 2012 resulting from the Company’s annual impairment test in the fourth quarter of 2012 was associated with assets in the Germany reporting unit that were acquired in the years 2002 and 2008. The Germany reporting unit’s carrying value, including goodwill, exceeded the fair value, primarily due to reduced future expected net cash flows from weakening profit margins due to European economic conditions, specifically in Germany. The goodwill associated with the Germany reporting unit was fully impaired. The Company’s 2011 annual goodwill impairment analysis resulted in impairment charges associated with the U.K. reporting unit. | ||||||||||||||
The Company’s S&P Clever reporting unit passed step one of the annual 2013 impairment test by a 9% margin indicating an estimated value greater than its net book value. The S&P Clever reporting unit is sensitive to management’s plans for increasing sales, margins and cash flows by expanding its sales into France, other European countries and selling into the Company’s Asia/Pacific segment, as well as the release of new products. The S&P Clever reporting unit’s failure to meet management’s objectives could result in future impairment of some or all of the S&P Clever reporting unit’s goodwill, which was $19.0 million at December 31, 2013. | ||||||||||||||
The Company’s France reporting unit passed step one of the annual 2013 impairment test by a 10% margin. The France reporting unit is highly sensitive to management’s plans for increasing sales at or slightly above inflation in a recovering European economy, while maintaining operating margins and increasing cash flows. The France reporting unit’s failure to meet management’s objectives could result in future impairment of some or all of the France reporting unit’s goodwill, which was $14.9 million at December 31, 2013. | ||||||||||||||
The Company’s Australia reporting unit passed step one of the annual 2013 impairment test by a 4% margin. The Australia reporting unit is highly sensitive to management’s plans for increasing sales, margins and cash flows by expanding activities in Australia, New Zealand and South Africa. The Australia reporting unit’s failure to meet management’s objectives could result in future impairment of some or all of the Australia reporting unit’s goodwill, which was $1.7 million at December 31, 2013. | ||||||||||||||
Key Assumptions Used in the Annual Goodwill Impairment Testing | ||||||||||||||
Key assumptions used in the annual goodwill impairment test (“Step 1”) using discounted cash flow models for the Company’s reporting units included compound annual growth rates (“CAGR”) and average annual pre-tax operating margins during the forecast period, and discount rates. Sensitivity assessment of key assumptions for the reporting unit annual impairment tests are presented in the table below for reporting units that passed Step 1 with a margin of 10% or less. The margin by which the reporting units passed the annual goodwill impairment test is noted in the table below. | ||||||||||||||
Pre-Tax | ||||||||||||||
Step 1 | Discount | Operating | ||||||||||||
Pass | Rate (1) | CAGR (2) | Margin (3) | |||||||||||
Margin | Increases | Decreases | Decreases | |||||||||||
S&P Clever | 9 | % | 7 | % | 6 | % | 10 | % | ||||||
France | 10 | % | 13 | % | 19 | % | 15 | % | ||||||
Australia | 4 | % | 2 | % | 2 | % | 6 | % | ||||||
(1) Hypothetical percentage increases noted in the discount rates, holding all other assumptions constant, would not have decreased the fair values of the reporting units below their carrying values, and thus it would not result in the reporting unit failing Step 1 of the goodwill impairment test. | ||||||||||||||
(2) Hypothetical percentage decreases noted in the CAGR, holding all other assumptions constant, would not have decreased the fair values of the reporting units below their carrying values. | ||||||||||||||
(3) Hypothetical annual average percentage decreases noted in average annual pre-tax operating margins, holding all other assumptions constant, would not have decreased the fair value of the reporting units below their carrying values. | ||||||||||||||
The changes in the carrying amount of goodwill, by segment, as of December 31, 2012 and 2013, were as follows: | ||||||||||||||
(in thousands) | ||||||||||||||
North | Asia | |||||||||||||
America | Europe | Pacific | Total | |||||||||||
Balance as of January 1, 2012: | ||||||||||||||
Goodwill | $ | 84,567 | $ | 34,538 | $ | 1,948 | $ | 121,053 | ||||||
Accumulated impairment losses | (10,666 | ) | (10,538 | ) | — | (21,204 | ) | |||||||
73,901 | 24,000 | 1,948 | 99,849 | |||||||||||
Goodwill acquired | 3,581 | 19,245 | — | 22,826 | ||||||||||
Foreign exchange | 101 | 364 | 31 | 496 | ||||||||||
Impairment | — | (2,346 | ) | — | (2,346 | ) | ||||||||
Reclassifications (1) | 1,156 | — | — | 1,156 | ||||||||||
Balance as of December 31, 2012: | ||||||||||||||
Goodwill | 89,405 | 54,147 | 1,979 | 145,531 | ||||||||||
Accumulated impairment losses | (10,666 | ) | (12,884 | ) | — | (23,550 | ) | |||||||
78,739 | 41,263 | 1,979 | 121,981 | |||||||||||
Goodwill acquired | 918 | 674 | — | 1,592 | ||||||||||
Goodwill disposed | (480 | ) | — | — | (480 | ) | ||||||||
Foreign exchange | (248 | ) | 1,393 | (273 | ) | 872 | ||||||||
Impairment | — | — | — | — | ||||||||||
Reclassifications (2) | 5,893 | (640 | ) | — | 5,253 | |||||||||
Balance as of December 31, 2013: | ||||||||||||||
Goodwill | 95,488 | 55,574 | 1,706 | 152,768 | ||||||||||
Accumulated impairment losses | (10,666 | ) | (12,884 | ) | — | (23,550 | ) | |||||||
$ | 84,822 | $ | 42,690 | $ | 1,706 | $ | 129,218 | |||||||
(1)(2) See footnotes following table entitled Indefinite-Lived Intangibles, below. | ||||||||||||||
Amortizable Intangible Assets | ' | |||||||||||||
Amortizable Intangible Assets | ||||||||||||||
The total gross carrying amount and accumulated amortization of intangible assets, most of which are or will be, subject to amortization at December 31, 2013, were $67.7 million and $26.0 million, respectively. The aggregate amount of amortization expense of intangible assets for the years ended December 31, 2013, 2012 and 2011 was $7.1 million, $7.8 million and $4.3 million, respectively. | ||||||||||||||
The changes in the carrying amounts of patents, unpatented technologies and non-compete agreements and other intangible assets subject to amortization as of December 31, 2012 and 2013, were as follows: | ||||||||||||||
(in thousands) | ||||||||||||||
Gross | Net | |||||||||||||
Carrying | Accumulated | Carrying | ||||||||||||
Patents | Amount | Amortization | Amount | |||||||||||
Balance at January 1, 2012 | $ | 6,681 | $ | (4,767 | ) | $ | 1,914 | |||||||
Amortization | — | (610 | ) | (610 | ) | |||||||||
Foreign exchange | 3 | — | 3 | |||||||||||
Balance at December 31, 2012 | 6,684 | (5,377 | ) | 1,307 | ||||||||||
Amortization | — | (611 | ) | (611 | ) | |||||||||
Foreign exchange | 5 | — | 5 | |||||||||||
Balance at December 31, 2013 | $ | 6,689 | $ | (5,988 | ) | $ | 701 | |||||||
Gross | Net | |||||||||||||
Carrying | Accumulated | Carrying | ||||||||||||
Unpatented Technology | Amount | Amortization | Amount | |||||||||||
Balance at January 1, 2012 | $ | 4,129 | $ | (1,395 | ) | $ | 2,734 | |||||||
Amortization | — | (622 | ) | (622 | ) | |||||||||
Foreign exchange | 32 | — | 32 | |||||||||||
Reclassifications (3) | 1,200 | — | 1,200 | |||||||||||
Balance at December 31, 2012 | 5,361 | (2,017 | ) | 3,344 | ||||||||||
Disposals | (1,530 | ) | 158 | (1,372 | ) | |||||||||
Amortization | — | (3,398 | ) | (3,398 | ) | |||||||||
Foreign exchange | 799 | — | 799 | |||||||||||
Reclassifications (4) | 14,347 | — | 14,347 | |||||||||||
Balance at December 31, 2013 | $ | 18,977 | $ | (5,257 | ) | $ | 13,720 | |||||||
Gross | Net | |||||||||||||
Non-Compete Agreements, | Carrying | Accumulated | Carrying | |||||||||||
Trademarks and Other | Amount | Amortization | Amount | |||||||||||
Balance at January 1, 2012 | $ | 16,276 | (5,361 | ) | 10,915 | |||||||||
Acquisition | 32,355 | — | 32,355 | |||||||||||
Disposal | (2,212 | ) | 1,628 | (584 | ) | |||||||||
Amortization | — | (4,309 | ) | (4,309 | ) | |||||||||
Foreign exchange | (2 | ) | — | (2 | ) | |||||||||
Reclassifications (1)(3)(5) | (4,426 | ) | — | (4,426 | ) | |||||||||
Removal of fully amortized asset | (5,040 | ) | 5,040 | — | ||||||||||
Balance at December 31, 2012 | 36,951 | (3,002 | ) | 33,949 | ||||||||||
Acquisition | 4,130 | — | 4,130 | |||||||||||
Disposal | (200 | ) | 74 | (126 | ) | |||||||||
Amortization | — | (636 | ) | (636 | ) | |||||||||
Foreign exchange | (728 | ) | — | (728 | ) | |||||||||
Reclassifications (2)(4)(6)(7) | (26,588 | ) | — | (26,588 | ) | |||||||||
Removal of fully amortized asset | (10 | ) | 10 | — | ||||||||||
Balance at December 31, 2013 | $ | 13,555 | $ | (3,554 | ) | $ | 10,001 | |||||||
Gross | Net | |||||||||||||
Carrying | Accumulated | Carrying | ||||||||||||
Customer Relationships | Amount | Amortization | Amount | |||||||||||
Balance at January 1, 2012 | $ | 18,940 | (6,647 | ) | 12,293 | |||||||||
Amortization | — | (2,052 | ) | (2,052 | ) | |||||||||
Foreign exchange | 57 | — | 57 | |||||||||||
Reclassifications (5) | 1,700 | — | 1,700 | |||||||||||
Balance at December 31, 2012 | 20,697 | (8,699 | ) | 11,998 | ||||||||||
Amortization | — | (2,465 | ) | (2,465 | ) | |||||||||
Foreign exchange | 229 | — | 229 | |||||||||||
Reclassifications (6) | 1,923 | — | 1,923 | |||||||||||
Balance at December 31, 2013 | $ | 22,849 | $ | (11,164 | ) | $ | 11,685 | |||||||
(1)(2)(3)(4)(5)(6)(7) See footnotes following table entitled Indefinite-Lived Intangibles, below. | ||||||||||||||
At December 31, 2013, estimated future amortization of intangible assets was as follows: | ||||||||||||||
(in thousands) | ||||||||||||||
2014 | $ | 7,078 | ||||||||||||
2015 | 6,162 | |||||||||||||
2016 | 5,905 | |||||||||||||
2017 | 3,953 | |||||||||||||
2018 | 3,059 | |||||||||||||
Thereafter | 9,950 | |||||||||||||
$ | 36,107 | |||||||||||||
Indefinite-Lived Intangible Assets | ||||||||||||||
As of December 31, 2013, two unrelated IPR&D assets totaled $5.1 million and were included in the Company’s Consolidated Balance Sheets as intangible assets. One IPR&D asset was valued at $3.4 million and has been substantially completed, with the Company anticipating sales in early 2014. The other IPR&D asset of $1.7 million requires further field testing and the Company anticipates substantial completion in 2015. The Company’s asset impairment assessment of these two IPR&D assets did not result in impairment in 2013. | ||||||||||||||
The changes in the carrying amounts of indefinite-lived trade name and IPR&D assets not subject to amortization as of December 31, 2013, were as follows: | ||||||||||||||
Net | ||||||||||||||
Carrying | ||||||||||||||
Indefinite-Lived Intangibles | Trade Name | IPR&D | Amount | |||||||||||
Balance at December 31, 2012 | $ | — | $ | — | $ | — | ||||||||
Reclassifications (7) | 616 | 4,742 | 5,358 | |||||||||||
Foreign exchange | — | 308 | 308 | |||||||||||
Balance at December 31, 2013 | $ | 616 | $ | 5,050 | $ | 5,666 | ||||||||
(1) Reclassifications in 2012 related to finalizing accounting for acquisitions, including a $1.7 million increase to goodwill with a corresponding decrease in non-compete agreements, trademarks and other related to the Automatic Stamping acquisition, partly offset by $0.5 million decrease to goodwill with a corresponding increase in other noncurrent assets non-compete agreements, trademarks and other related to the Fox Industries acquisition. | ||||||||||||||
(2) Revisions related to the Keymark acquisition included a $5.9 million increase in goodwill with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||
(3) Reclassifications in 2012 related to finalizing accounting for acquisitions, including a $1.2 million increase to unpatented technology with a corresponding decrease in non-compete agreements, trademarks and other related to the Keymark acquisition. | ||||||||||||||
(4) Reclassifications in 2013 related to finalizing accounting for acquisitions, including increases of $12.8 million and $1.5 million related to the S&P Clever and CarbonWrap acquisitions, respectively, with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||
(5) Reclassifications in 2012 related to finalizing accounting for acquisitions, including increases of $1.3 million and $0.4 million to customer relations related to the Fox Industries and Automatic Stamping acquisitions, respectively, with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||
(6) Reclassifications in 2013 related to finalizing accounting for acquisitions, including a $1.9 million increase to customer relations related to the S&P Clever acquisition with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||
(7) Reclassifications in 2013 related to finalizing accounting for the S&P Clever acquisition, including increases to IPR&D indefinite-lived assets as well as the reclassification of the Quik-Drive trade name from other non-current assets. | ||||||||||||||
Amortizable and indefinite-lived assets, net, by segment were as follows: | ||||||||||||||
At December 31, 2012 | ||||||||||||||
Gross | Net | |||||||||||||
Carrying | Accumulated | Carrying | ||||||||||||
Total Intangible Assets | 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 | |||||||
At December 31, 2013 | ||||||||||||||
Gross | Net | |||||||||||||
Carrying | Accumulated | Carrying | ||||||||||||
Total Intangible Assets | Amount | Amortization | Amount | |||||||||||
North America | $ | 34,520 | $ | (15,909 | ) | $ | 18,611 | |||||||
Europe | 33,217 | (10,055 | ) | 23,162 | ||||||||||
Total | $ | 67,737 | $ | (25,964 | ) | $ | 41,773 | |||||||
Adoption of Statements of Financial Accounting Standards | ' | |||||||||||||
Adoption of Statements of Financial 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. The amendment is intended 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 related 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. |
Operations_and_Summary_of_Sign2
Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Operations and Summary of Significant Accounting Policies | ' | |||||||||||||
Summary of financial instruments | ' | |||||||||||||
(in thousands) | ||||||||||||||
At December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
$ | 117,571 | $ | 76,130 | |||||||||||
Schedule of estimated useful lives over which depreciation of software, machinery and equipment is provided for using accelerated methods | ' | |||||||||||||
Software | 3 to 5 years | |||||||||||||
Machinery and equipment | 3 to 10 years | |||||||||||||
Reconciliation of basic earnings per share ("EPS") to diluted EPS | ' | |||||||||||||
(in thousands, except per-share amounts) | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Net income available to common stockholders | $ | 50,971 | $ | 41,918 | $ | 50,900 | ||||||||
Basic weighted average shares outstanding | 48,521 | 48,339 | 48,974 | |||||||||||
Dilutive effect of potential common stock equivalents — stock options | 152 | 73 | 49 | |||||||||||
Diluted weighted average shares outstanding | 48,673 | 48,412 | 49,023 | |||||||||||
Net earnings per share: | ||||||||||||||
Basic | $ | 1.05 | $ | 0.87 | $ | 1.04 | ||||||||
Diluted | $ | 1.05 | $ | 0.87 | $ | 1.04 | ||||||||
Potentially dilutive securities excluded from earnings per diluted share because their effect is anti-dilutive | — | 1,700 | 1,363 | |||||||||||
Schedule of components of accumulated other comprehensive income | ' | |||||||||||||
(in thousands) | ||||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Translation adjustments, net of tax of $854 and $883 as of 2013 and 2012, respectively | $ | 18,283 | $ | 12,342 | ||||||||||
Unamortized pension adjustments, net of tax of $43 and $46 as of 2013 and 2012, respectively | (197 | ) | (243 | ) | ||||||||||
Total accumulated other comprehensive income | $ | 18,086 | $ | 12,099 | ||||||||||
Schedule of Company's stock-based compensation activity | ' | |||||||||||||
(in thousands) | ||||||||||||||
Years Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Stock-based compensation expense recognized in operating expenses | $ | 12,053 | $ | 10,205 | $ | 6,133 | ||||||||
Tax benefit of stock-based compensation expense in provision for income taxes | 4,225 | 3,610 | 2,261 | |||||||||||
Stock-based compensation expense, net of tax | $ | 7,828 | $ | 6,595 | $ | 3,872 | ||||||||
Fair value of shares vested | $ | 12,090 | $ | 10,195 | $ | 6,194 | ||||||||
Proceeds to the Company from the exercise of stock-based compensation | $ | 15,057 | $ | 4,925 | $ | 214 | ||||||||
Tax benefit from exercise of stock-based compensation, including shortfall tax benefits | $ | (2,645 | ) | $ | (233 | ) | $ | (1,554 | ) | |||||
(in thousands) | ||||||||||||||
At December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Stock-based compensation cost capitalized in inventory | $ | 374 | $ | 335 | $ | 345 | ||||||||
Schedule of margin by which the reporting units passed the annual goodwill impairment test | ' | |||||||||||||
Pre-Tax | ||||||||||||||
Step 1 | Discount | Operating | ||||||||||||
Pass | Rate (1) | CAGR (2) | Margin (3) | |||||||||||
Margin | Increases | Decreases | Decreases | |||||||||||
S&P Clever | 9 | % | 7 | % | 6 | % | 10 | % | ||||||
France | 10 | % | 13 | % | 19 | % | 15 | % | ||||||
Australia | 4 | % | 2 | % | 2 | % | 6 | % | ||||||
(1) Hypothetical percentage increases noted in the discount rates, holding all other assumptions constant, would not have decreased the fair values of the reporting units below their carrying values, and thus it would not result in the reporting unit failing Step 1 of the goodwill impairment test. | ||||||||||||||
(2) Hypothetical percentage decreases noted in the CAGR, holding all other assumptions constant, would not have decreased the fair values of the reporting units below their carrying values. | ||||||||||||||
(3) Hypothetical annual average percentage decreases noted in average annual pre-tax operating margins, holding all other assumptions constant, would not have decreased the fair value of the reporting units below their carrying values. | ||||||||||||||
Schedule of changes in the carrying amount of goodwill, by segment | ' | |||||||||||||
(in thousands) | ||||||||||||||
North | Asia | |||||||||||||
America | Europe | Pacific | Total | |||||||||||
Balance as of January 1, 2012: | ||||||||||||||
Goodwill | $ | 84,567 | $ | 34,538 | $ | 1,948 | $ | 121,053 | ||||||
Accumulated impairment losses | (10,666 | ) | (10,538 | ) | — | (21,204 | ) | |||||||
73,901 | 24,000 | 1,948 | 99,849 | |||||||||||
Goodwill acquired | 3,581 | 19,245 | — | 22,826 | ||||||||||
Foreign exchange | 101 | 364 | 31 | 496 | ||||||||||
Impairment | — | (2,346 | ) | — | (2,346 | ) | ||||||||
Reclassifications (1) | 1,156 | — | — | 1,156 | ||||||||||
Balance as of December 31, 2012: | ||||||||||||||
Goodwill | 89,405 | 54,147 | 1,979 | 145,531 | ||||||||||
Accumulated impairment losses | (10,666 | ) | (12,884 | ) | — | (23,550 | ) | |||||||
78,739 | 41,263 | 1,979 | 121,981 | |||||||||||
Goodwill acquired | 918 | 674 | — | 1,592 | ||||||||||
Goodwill disposed | (480 | ) | — | — | (480 | ) | ||||||||
Foreign exchange | (248 | ) | 1,393 | (273 | ) | 872 | ||||||||
Impairment | — | — | — | — | ||||||||||
Reclassifications (2) | 5,893 | (640 | ) | — | 5,253 | |||||||||
Balance as of December 31, 2013: | ||||||||||||||
Goodwill | 95,488 | 55,574 | 1,706 | 152,768 | ||||||||||
Accumulated impairment losses | (10,666 | ) | (12,884 | ) | — | (23,550 | ) | |||||||
$ | 84,822 | $ | 42,690 | $ | 1,706 | $ | 129,218 | |||||||
(1)(2) See footnotes following table entitled Indefinite-Lived Intangibles, below. | ||||||||||||||
Schedule of changes in the carrying amounts of finite-lived intangible assets subject to amortization | ' | |||||||||||||
(in thousands) | ||||||||||||||
Gross | Net | |||||||||||||
Carrying | Accumulated | Carrying | ||||||||||||
Patents | Amount | Amortization | Amount | |||||||||||
Balance at January 1, 2012 | $ | 6,681 | $ | (4,767 | ) | $ | 1,914 | |||||||
Amortization | — | (610 | ) | (610 | ) | |||||||||
Foreign exchange | 3 | — | 3 | |||||||||||
Balance at December 31, 2012 | 6,684 | (5,377 | ) | 1,307 | ||||||||||
Amortization | — | (611 | ) | (611 | ) | |||||||||
Foreign exchange | 5 | — | 5 | |||||||||||
Balance at December 31, 2013 | $ | 6,689 | $ | (5,988 | ) | $ | 701 | |||||||
Gross | Net | |||||||||||||
Carrying | Accumulated | Carrying | ||||||||||||
Unpatented Technology | Amount | Amortization | Amount | |||||||||||
Balance at January 1, 2012 | $ | 4,129 | $ | (1,395 | ) | $ | 2,734 | |||||||
Amortization | — | (622 | ) | (622 | ) | |||||||||
Foreign exchange | 32 | — | 32 | |||||||||||
Reclassifications (3) | 1,200 | — | 1,200 | |||||||||||
Balance at December 31, 2012 | 5,361 | (2,017 | ) | 3,344 | ||||||||||
Disposals | (1,530 | ) | 158 | (1,372 | ) | |||||||||
Amortization | — | (3,398 | ) | (3,398 | ) | |||||||||
Foreign exchange | 799 | — | 799 | |||||||||||
Reclassifications (4) | 14,347 | — | 14,347 | |||||||||||
Balance at December 31, 2013 | $ | 18,977 | $ | (5,257 | ) | $ | 13,720 | |||||||
Gross | Net | |||||||||||||
Non-Compete Agreements, | Carrying | Accumulated | Carrying | |||||||||||
Trademarks and Other | Amount | Amortization | Amount | |||||||||||
Balance at January 1, 2012 | $ | 16,276 | (5,361 | ) | 10,915 | |||||||||
Acquisition | 32,355 | — | 32,355 | |||||||||||
Disposal | (2,212 | ) | 1,628 | (584 | ) | |||||||||
Amortization | — | (4,309 | ) | (4,309 | ) | |||||||||
Foreign exchange | (2 | ) | — | (2 | ) | |||||||||
Reclassifications (1)(3)(5) | (4,426 | ) | — | (4,426 | ) | |||||||||
Removal of fully amortized asset | (5,040 | ) | 5,040 | — | ||||||||||
Balance at December 31, 2012 | 36,951 | (3,002 | ) | 33,949 | ||||||||||
Acquisition | 4,130 | — | 4,130 | |||||||||||
Disposal | (200 | ) | 74 | (126 | ) | |||||||||
Amortization | — | (636 | ) | (636 | ) | |||||||||
Foreign exchange | (728 | ) | — | (728 | ) | |||||||||
Reclassifications (2)(4)(6)(7) | (26,588 | ) | — | (26,588 | ) | |||||||||
Removal of fully amortized asset | (10 | ) | 10 | — | ||||||||||
Balance at December 31, 2013 | $ | 13,555 | $ | (3,554 | ) | $ | 10,001 | |||||||
Gross | Net | |||||||||||||
Carrying | Accumulated | Carrying | ||||||||||||
Customer Relationships | Amount | Amortization | Amount | |||||||||||
Balance at January 1, 2012 | $ | 18,940 | (6,647 | ) | 12,293 | |||||||||
Amortization | — | (2,052 | ) | (2,052 | ) | |||||||||
Foreign exchange | 57 | — | 57 | |||||||||||
Reclassifications (5) | 1,700 | — | 1,700 | |||||||||||
Balance at December 31, 2012 | 20,697 | (8,699 | ) | 11,998 | ||||||||||
Amortization | — | (2,465 | ) | (2,465 | ) | |||||||||
Foreign exchange | 229 | — | 229 | |||||||||||
Reclassifications (6) | 1,923 | — | 1,923 | |||||||||||
Balance at December 31, 2013 | $ | 22,849 | $ | (11,164 | ) | $ | 11,685 | |||||||
(1)(2)(3)(4)(5)(6)(7) See footnotes following table entitled Indefinite-Lived Intangibles, below. | ||||||||||||||
Schedule of estimated future amortization of intangible assets | ' | |||||||||||||
At December 31, 2013, estimated future amortization of intangible assets was as follows: | ||||||||||||||
(in thousands) | ||||||||||||||
2014 | $ | 7,078 | ||||||||||||
2015 | 6,162 | |||||||||||||
2016 | 5,905 | |||||||||||||
2017 | 3,953 | |||||||||||||
2018 | 3,059 | |||||||||||||
Thereafter | 9,950 | |||||||||||||
$ | 36,107 | |||||||||||||
Schedule of changes in the carrying amounts of indefinite-lived trade name and IPR&D assets not subject to amortization | ' | |||||||||||||
Net | ||||||||||||||
Carrying | ||||||||||||||
Indefinite-Lived Intangibles | Trade Name | IPR&D | Amount | |||||||||||
Balance at December 31, 2012 | $ | — | $ | — | $ | — | ||||||||
Reclassifications (7) | 616 | 4,742 | 5,358 | |||||||||||
Foreign exchange | — | 308 | 308 | |||||||||||
Balance at December 31, 2013 | $ | 616 | $ | 5,050 | $ | 5,666 | ||||||||
(1) Reclassifications in 2012 related to finalizing accounting for acquisitions, including a $1.7 million increase to goodwill with a corresponding decrease in non-compete agreements, trademarks and other related to the Automatic Stamping acquisition, partly offset by $0.5 million decrease to goodwill with a corresponding increase in other noncurrent assets non-compete agreements, trademarks and other related to the Fox Industries acquisition. | ||||||||||||||
(2) Revisions related to the Keymark acquisition included a $5.9 million increase in goodwill with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||
(3) Reclassifications in 2012 related to finalizing accounting for acquisitions, including a $1.2 million increase to unpatented technology with a corresponding decrease in non-compete agreements, trademarks and other related to the Keymark acquisition. | ||||||||||||||
(4) Reclassifications in 2013 related to finalizing accounting for acquisitions, including increases of $12.8 million and $1.5 million related to the S&P Clever and CarbonWrap acquisitions, respectively, with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||
(5) Reclassifications in 2012 related to finalizing accounting for acquisitions, including increases of $1.3 million and $0.4 million to customer relations related to the Fox Industries and Automatic Stamping acquisitions, respectively, with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||
(6) Reclassifications in 2013 related to finalizing accounting for acquisitions, including a $1.9 million increase to customer relations related to the S&P Clever acquisition with a corresponding decrease in non-compete agreements, trademarks and other. | ||||||||||||||
(7) Reclassifications in 2013 related to finalizing accounting for the S&P Clever acquisition, including increases to IPR&D indefinite-lived assets as well as the reclassification of the Quik-Drive trade name from other non-current assets. | ||||||||||||||
Schedule of amortizable and indefinite-lived assets, net, by segment | ' | |||||||||||||
At December 31, 2012 | ||||||||||||||
Gross | Net | |||||||||||||
Carrying | Accumulated | Carrying | ||||||||||||
Total Intangible Assets | 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 | |||||||
At December 31, 2013 | ||||||||||||||
Gross | Net | |||||||||||||
Carrying | Accumulated | Carrying | ||||||||||||
Total Intangible Assets | Amount | Amortization | Amount | |||||||||||
North America | $ | 34,520 | $ | (15,909 | ) | $ | 18,611 | |||||||
Europe | 33,217 | (10,055 | ) | 23,162 | ||||||||||
Total | $ | 67,737 | $ | (25,964 | ) | $ | 41,773 |
Trade_Accounts_Receivable_net_
Trade Accounts Receivable, net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Trade Accounts Receivable, net | ' | |||||||
Schedule of trade accounts receivable, net | ' | |||||||
(in thousands) | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Trade accounts receivable | $ | 92,413 | $ | 85,732 | ||||
Allowance for doubtful accounts | (945 | ) | (1,288 | ) | ||||
Allowance for sales discounts | (1,451 | ) | (1,632 | ) | ||||
$ | 90,017 | $ | 82,812 |
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventories | ' | |||||||
Schedule of components of inventories | ' | |||||||
(in thousands) | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Raw materials | $ | 81,338 | $ | 95,959 | ||||
In-process products | 18,475 | 16,878 | ||||||
Finished products | 97,915 | 91,287 | ||||||
$ | 197,728 | $ | 204,124 |
Property_Plant_and_Equipment_n1
Property, Plant and Equipment, net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment, net | ' | |||||||
Schedule of property, plant and equipment | ' | |||||||
(in thousands) | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Land | $ | 29,347 | $ | 32,068 | ||||
Buildings and site improvements | 178,391 | 174,187 | ||||||
Leasehold improvements | 5,213 | 4,747 | ||||||
Machinery and equipment | 225,831 | 214,222 | ||||||
438,782 | 425,224 | |||||||
Less accumulated depreciation and amortization | (235,535 | ) | (217,868 | ) | ||||
203,247 | 207,356 | |||||||
Capital projects in progress | 6,286 | 6,096 | ||||||
$ | 209,533 | $ | 213,452 |
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accrued Liabilities | ' | |||||||
Schedule of accrued liabilities | ' | |||||||
(in thousands) | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Sales incentive and advertising accruals | $ | 22,195 | $ | 17,076 | ||||
Labor related liabilities | 9,129 | 8,309 | ||||||
Dividend payable | 6,095 | 6,053 | ||||||
Vacation liability | 6,584 | 5,818 | ||||||
Other | 7,742 | 7,667 | ||||||
$ | 51,745 | $ | 44,923 |
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Debt | ' | ||||||||||
Schedule of interest costs incurred, capitalized, and expensed | ' | ||||||||||
(in thousands) | |||||||||||
Years Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Interest costs incurred | $ | 1,019 | $ | 909 | $ | 661 | |||||
Less: Interest capitalized | (118 | ) | (116 | ) | (88 | ) | |||||
Interest expense | $ | 901 | $ | 793 | $ | 573 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Commitments and Contingencies | ' | ||||||||||
Schedule of minimum rental commitments under all non-cancelable leases | ' | ||||||||||
At December 31, 2013, minimum rental commitments under all non-cancelable leases were as follows: | |||||||||||
(in thousands) | |||||||||||
2014 | $ | 6,671 | |||||||||
2015 | 4,904 | ||||||||||
2016 | 3,310 | ||||||||||
2017 | 2,113 | ||||||||||
2018 | 1,301 | ||||||||||
Thereafter | 10 | ||||||||||
$ | 18,309 | ||||||||||
Schedule of Contractual Obligations | ' | ||||||||||
At December 31, 2013, other contractual obligations were as follows: | |||||||||||
(in thousands) | |||||||||||
Debt | |||||||||||
Purchase | Interest | ||||||||||
Obligations | Obligations | Total | |||||||||
2014 | $ | 14,775 | $ | 450 | $ | 15,225 | |||||
2015 | 491 | 450 | 941 | ||||||||
2016 | 42 | 450 | 492 | ||||||||
2017 | 41 | 263 | 304 | ||||||||
2018 | 41 | — | 41 | ||||||||
Thereafter | — | — | — | ||||||||
$ | 15,390 | $ | 1,613 | $ | 17,003 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Taxes | ' | ||||||||||
Schedule of provision for income taxes from operations | ' | ||||||||||
(in thousands) | |||||||||||
Years Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Current | |||||||||||
Federal | $ | 19,804 | $ | 13,163 | $ | 21,040 | |||||
State | 3,243 | 2,732 | 4,427 | ||||||||
Foreign | 3,926 | 3,920 | 4,582 | ||||||||
Deferred | |||||||||||
Federal | 3,646 | (544 | ) | (574 | ) | ||||||
State | 404 | (98 | ) | (358 | ) | ||||||
Foreign | (430 | ) | 830 | (1,231 | ) | ||||||
$ | 30,593 | $ | 20,003 | $ | 27,886 | ||||||
Schedule of income and loss from operations before income taxes | ' | ||||||||||
(in thousands) | |||||||||||
Years Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Domestic | $ | 74,912 | $ | 65,705 | $ | 68,961 | |||||
Foreign | 6,652 | (3,784 | ) | 9,825 | |||||||
$ | 81,564 | $ | 61,921 | $ | 78,786 | ||||||
Schedule of effective income tax rates reconciliations | ' | ||||||||||
(in thousands) | |||||||||||
Years Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Federal tax rate | 35 | % | 35 | % | 35 | % | |||||
State taxes, net of federal benefit | 3 | % | 2.9 | % | 3.4 | % | |||||
Tax benefit of domestic manufacturing deduction | (2.2 | )% | (2.1 | )% | (2.5 | )% | |||||
Change in valuation allowance | 1.3 | % | 6 | % | (0.3 | )% | |||||
Difference between United States statutory and foreign local tax rates | 0.1 | % | 2.6 | % | 0.3 | % | |||||
Change in uncertain tax position | (0.4 | )% | (0.3 | )% | — | ||||||
Worthless stock deduction on Irish subsidiary | — | (15.4 | )% | — | |||||||
Non-deductible goodwill write-off | — | 1.1 | % | — | |||||||
Non-deductible professional fee | — | 1.3 | % | — | |||||||
Other | 0.7 | % | 1.2 | % | (0.5 | )% | |||||
Effective income tax rate | 37.5 | % | 32.3 | % | 35.4 | % | |||||
Schedule of deferred tax assets and liabilities | ' | ||||||||||
(in thousands) | |||||||||||
December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Current deferred tax assets | |||||||||||
State tax | $ | 1,415 | $ | 1,133 | $ | 1,586 | |||||
Workers’ compensation | 1,780 | 1,814 | 2,123 | ||||||||
Health claims | 601 | 516 | 549 | ||||||||
Vacation liability | 1,219 | 1,037 | 865 | ||||||||
Allowance for doubtful accounts | 181 | 332 | 291 | ||||||||
Inventories | 6,691 | 5,713 | 4,796 | ||||||||
Sales incentive and advertising allowances | 516 | 580 | 408 | ||||||||
Intangible rights write-off | — | — | 194 | ||||||||
Acquisition expenses | — | — | 477 | ||||||||
Unrealized foreign exchange gain or loss | 124 | 39 | 57 | ||||||||
Other, net | 172 | 309 | 428 | ||||||||
$ | 12,699 | $ | 11,473 | $ | 11,774 | ||||||
Long-term deferred tax assets (liabilities) | |||||||||||
Depreciation | $ | (2,671 | ) | $ | (2,434 | ) | $ | (3,067 | ) | ||
Goodwill and other intangibles amortization | (9,781 | ) | (4,086 | ) | (314 | ) | |||||
Deferred compensation related to stock options | 6,104 | 7,296 | 5,485 | ||||||||
Uncertain tax positions’ unrecognized tax benefits | 1,532 | 1,140 | 1,115 | ||||||||
Non-United States tax loss carry forward | 5,472 | 8,064 | 5,912 | ||||||||
Tax effect on cumulative translation adjustment | (729 | ) | (763 | ) | (812 | ) | |||||
Other | 940 | 526 | 811 | ||||||||
867 | 9,743 | 9,130 | |||||||||
Less valuation allowances | (5,546 | ) | (9,719 | ) | (6,279 | ) | |||||
$ | (4,679 | ) | $ | 24 | $ | 2,851 | |||||
Schedule of reconciliation of unrecognized tax benefits, including foreign translation amount | ' | ||||||||||
(in thousands) | |||||||||||
2013 | 2012 | 2011 | |||||||||
Balance at January 1 | $ | 3,843 | $ | 4,683 | $ | 5,862 | |||||
Additions based on tax positions related to prior years | 297 | 527 | 18 | ||||||||
Reductions based on tax positions related to prior years | (494 | ) | (1,163 | ) | (681 | ) | |||||
Additions for tax positions of the current year | 837 | 933 | 570 | ||||||||
Settlements | (435 | ) | (486 | ) | (362 | ) | |||||
Lapse of statute of limitations | (592 | ) | (651 | ) | (724 | ) | |||||
Balance at December 31 | $ | 3,456 | $ | 3,843 | $ | 4,683 |
StockBased_Compensation_Plans_
Stock-Based Compensation Plans (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 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 | 31.96 | |||||||||||||||
Vested | (174 | ) | 32.62 | ||||||||||||||
Forfeited | (1 | ) | 32.47 | ||||||||||||||
Outstanding at December 31, 2013 | 448 | $ | 32.48 | $ | 16,447 | ||||||||||||
Outstanding and expected to vest at December 31, 2013 | 436 | $ | 32.45 | $ | 16,021 | ||||||||||||
* The intrinsic value is calculated using the closing price per share of $36.73 as reported by the New York Stock Exchange on December 31, 2013. | |||||||||||||||||
Assumptions used to determine the fair value of stock options granted | ' | ||||||||||||||||
The assumptions used in the Black-Scholes option pricing model for options granted in 2011 were as follows: | |||||||||||||||||
Number | Risk- | ||||||||||||||||
of Options | Free | ||||||||||||||||
Granted | Grant | Interest | Dividend | Expected | Fair | ||||||||||||
(in thousands) | Date | Rate | Yield | Life | Volatility | Exercise Price | Value | ||||||||||
1994 Plan | |||||||||||||||||
1,362 | 2/3/11 | 2.62 | % | 1.75 | % | 6.2 years | 39 | % | $29.66 to $32.63 | $ | 10.33 | ||||||
1995 Plan | |||||||||||||||||
30 | 2/15/11 | 2.92 | % | 1.76 | % | 6.6 years | 38 | % | $29.58 | $ | 10.49 | ||||||
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 thousands) | |||||||||||||
Outstanding at January 1, 2013 | 1,907 | $ | 31.58 | 3.8 | $ | 5,347 | |||||||||||
Exercised | (512 | ) | $ | 29.39 | |||||||||||||
Forfeited | (374 | ) | $ | 40.65 | |||||||||||||
Outstanding at December 31, 2013 | 1,021 | $ | 29.35 | 4 | $ | 7,539 | |||||||||||
Outstanding and expected to vest at December 31, 2013 | 1,003 | $ | 29.35 | 4 | $ | 7,404 | |||||||||||
Exercisable at December 31, 2013 | 573 | $ | 29.14 | 3.9 | $ | 4,352 | |||||||||||
* The intrinsic value represents the amount by which the fair market value of the underlying common stock exceeds the exercise price of the option, using the closing price per share of $36.73 as reported by the New York Stock Exchange on December 31, 2013. | |||||||||||||||||
Unvested Stock Options | ' | ||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
Summary of stock option activity | ' | ||||||||||||||||
Weighted- | |||||||||||||||||
Average | |||||||||||||||||
Shares | Grant-Date | ||||||||||||||||
Unvested Options | (in thousands) | Fair Value | |||||||||||||||
Unvested at January 1, 2013 | 826 | $ | 10.25 | ||||||||||||||
Vested | (377 | ) | $ | 10.17 | |||||||||||||
Forfeited | (1 | ) | $ | 10.33 | |||||||||||||
Unvested at December 31, 2013 | 448 | $ | 10.31 |
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Segment Information | ' | |||||||||||||||||||
Schedule of performance of reportable segments | ' | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||
North | Asia/ | Administrative | ||||||||||||||||||
2013 | America | Europe | Pacific | & All Other | Total | |||||||||||||||
Net sales | $ | 572,789 | $ | 117,799 | $ | 14,793 | $ | 948 | $ | 706,329 | ||||||||||
Sales to other segments * | 4,735 | 352 | 16,334 | — | 21,421 | |||||||||||||||
Income (loss) from operations | 84,885 | 1,258 | (2,202 | ) | (2,463 | ) | 81,478 | |||||||||||||
Depreciation and amortization | 17,707 | 7,019 | 1,499 | 1,293 | 27,518 | |||||||||||||||
Impairment of long-lived asset | — | 1,025 | — | — | 1,025 | |||||||||||||||
Significant non-cash charges | 8,867 | 1,561 | 142 | 2,177 | 12,747 | |||||||||||||||
Provision for (benefit from) income taxes | 26,372 | 2,906 | (101 | ) | 1,416 | 30,593 | ||||||||||||||
Capital expenditures and asset acquisitions, net of cash acquired | 19,424 | 2,244 | 1,620 | 9 | 23,297 | |||||||||||||||
Total assets | 627,196 | 201,384 | 31,560 | 93,473 | 953,613 | |||||||||||||||
North | Asia/ | Administrative | ||||||||||||||||||
2012 | America | Europe | Pacific | & All Other | Total | |||||||||||||||
Net sales | $ | 522,895 | $ | 122,549 | $ | 10,843 | $ | 949 | $ | 657,236 | ||||||||||
Sales to other segments * | 5,121 | 430 | 15,721 | — | 21,272 | |||||||||||||||
Income (loss) from operations | 71,586 | (8,095 | ) | (2,799 | ) | 1,017 | 61,709 | |||||||||||||
Depreciation and amortization | 16,317 | 7,744 | 1,330 | 1,466 | 26,857 | |||||||||||||||
Impairment of goodwill | — | 2,346 | — | — | 2,346 | |||||||||||||||
Impairment of long-lived asset | 461 | 342 | — | — | 803 | |||||||||||||||
Significant non-cash charges | 7,369 | 1,053 | 194 | 2,051 | 10,667 | |||||||||||||||
Provision for income taxes | 15,037 | 3,544 | 323 | 1,099 | 20,003 | |||||||||||||||
Capital expenditures and asset acquisitions, net of cash acquired | 23,014 | 63,156 | 916 | — | 87,086 | |||||||||||||||
Total assets | 583,501 | 194,000 | 30,455 | 82,366 | 890,322 | |||||||||||||||
North | Asia/ | Administrative | ||||||||||||||||||
2011 | America | Europe | Pacific | & All Other | Total | |||||||||||||||
Net sales | $ | 474,722 | $ | 118,246 | $ | 9,528 | $ | 950 | $ | 603,446 | ||||||||||
Sales to other segments * | 4,805 | 575 | 11,359 | — | 16,739 | |||||||||||||||
Income (loss) from operations | 75,350 | 1,296 | (1,471 | ) | (1,118 | ) | 74,057 | |||||||||||||
Depreciation and amortization | 13,194 | 4,849 | 1,211 | 1,497 | 20,751 | |||||||||||||||
Impairment of goodwill | — | 1,282 | — | — | 1,282 | |||||||||||||||
Impairment of long-lived asset | 1,094 | — | — | — | 1,094 | |||||||||||||||
Significant non-cash charges | 4,464 | 966 | 129 | 1,278 | 6,837 | |||||||||||||||
Provision for (benefit from) income taxes | 25,348 | 2,588 | (805 | ) | 755 | 27,886 | ||||||||||||||
Capital expenditures and asset acquisitions, net of cash acquired | 72,291 | 5,062 | 544 | 19 | 77,916 | |||||||||||||||
Total assets | 540,082 | 180,016 | 29,306 | 86,683 | 836,087 | |||||||||||||||
* Sales to other segments are eliminated on consolidation. | ||||||||||||||||||||
Schedule of net sales and long-lived assets by geographical segments | ' | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Net | Long-Lived | Net | Long-Lived | Net | Long-Lived | |||||||||||||||
Sales | Assets | Sales | Assets | Sales | Assets | |||||||||||||||
United States | $ | 531,968 | $ | 152,644 | $ | 479,390 | $ | 152,456 | $ | 433,242 | $ | 165,363 | ||||||||
Canada | 41,626 | 5,763 | 44,359 | 6,182 | 42,350 | 5,964 | ||||||||||||||
Denmark | 14,993 | 1,907 | 15,096 | 2,252 | 17,158 | 2,607 | ||||||||||||||
United Kingdom | 21,852 | 1,249 | 23,504 | 1,232 | 23,598 | 1,370 | ||||||||||||||
France | 36,708 | 9,302 | 37,826 | 10,036 | 43,319 | 10,530 | ||||||||||||||
Germany | 26,058 | 17,446 | 27,919 | 17,651 | 27,237 | 4,957 | ||||||||||||||
Switzerland | 6,019 | 11,649 | 6,653 | 11,628 | — | — | ||||||||||||||
Poland | 5,982 | 692 | 4,847 | 795 | 3,004 | 224 | ||||||||||||||
The Netherlands | 4,306 | 63 | 3,336 | 92 | — | — | ||||||||||||||
Portugal | 804 | 688 | 1,437 | 734 | — | — | ||||||||||||||
Ireland | 31 | — | 791 | 2,757 | 2,720 | 3,075 | ||||||||||||||
China/Hong Kong | 9,802 | 9,499 | 6,054 | 9,675 | 4,754 | 10,022 | ||||||||||||||
Australia | 3,289 | 356 | 3,386 | 441 | 4,586 | 369 | ||||||||||||||
New Zealand | 1,701 | 125 | 1,404 | 154 | 188 | 138 | ||||||||||||||
Other countries | 1,190 | 739 | 1,234 | 577 | 1,290 | 560 | ||||||||||||||
$ | 706,329 | $ | 212,122 | $ | 657,236 | $ | 216,662 | $ | 603,446 | $ | 205,179 | |||||||||
Schedule of distribution of the Company's net sales by product group | ' | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Wood Construction | $ | 596,849 | $ | 558,113 | $ | 536,131 | ||||||||||||||
Concrete Construction | 108,341 | 97,967 | 66,031 | |||||||||||||||||
Other | 1,139 | 1,156 | 1,284 | |||||||||||||||||
Total | $ | 706,329 | $ | 657,236 | $ | 603,446 |
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
Selected Quarterly Financial Data (Unaudited) | ' | |||||||||||||||||||||||||
Schedule of selected quarterly financial data | ' | |||||||||||||||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||
Fourth | Third | Second | First | Fourth | Third | Second | First | |||||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | |||||||||||||||||||
Net sales | $ | 160,322 | $ | 195,877 | $ | 195,596 | $ | 154,535 | $ | 144,686 | $ | 172,113 | $ | 181,703 | $ | 158,734 | ||||||||||
Cost of sales | 90,331 | 105,724 | 106,176 | 89,561 | 89,482 | 96,390 | 98,557 | 89,329 | ||||||||||||||||||
Gross profit | 69,991 | 90,153 | 89,420 | 64,974 | 55,204 | 75,723 | 83,146 | 69,405 | ||||||||||||||||||
Research and development and other engineering | 9,825 | 9,226 | 9,484 | 8,308 | 8,763 | 8,916 | 9,043 | 9,198 | ||||||||||||||||||
Selling | 21,448 | 20,630 | 21,652 | 21,371 | 21,109 | 20,941 | 19,881 | 20,432 | ||||||||||||||||||
General and administrative | 25,411 | 28,781 | 28,595 | 26,290 | 23,799 | 23,843 | 27,087 | 26,244 | ||||||||||||||||||
Impairment of goodwill | — | — | — | — | 2,346 | — | — | — | ||||||||||||||||||
Loss (gain) on sale of assets | 1,404 | 631 | 11 | (8 | ) | 124 | 33 | (13 | ) | 23 | ||||||||||||||||
Income (loss) from operations | 11,903 | 30,885 | 29,678 | 9,013 | (937 | ) | 21,990 | 27,148 | 13,508 | |||||||||||||||||
Interest income, net | 54 | (9 | ) | 1 | 38 | 35 | 55 | 58 | 65 | |||||||||||||||||
Income (loss) before income taxes | 11,957 | 30,876 | 29,679 | 9,051 | (902 | ) | 22,045 | 27,206 | 13,573 | |||||||||||||||||
Provision for (benefit from) income taxes | 4,289 | 10,870 | 11,177 | 4,256 | (6,785 | ) | 9,069 | 11,347 | 6,372 | |||||||||||||||||
Net income | $ | 7,668 | $ | 20,006 | $ | 18,502 | $ | 4,795 | $ | 5,883 | $ | 12,976 | $ | 15,859 | $ | 7,201 | ||||||||||
Earnings per common share: | ||||||||||||||||||||||||||
Basic | $ | 0.16 | $ | 0.41 | $ | 0.38 | $ | 0.1 | $ | 0.12 | $ | 0.27 | $ | 0.33 | $ | 0.15 | ||||||||||
Diluted | 0.16 | 0.41 | 0.38 | 0.1 | 0.12 | 0.27 | 0.33 | 0.15 | ||||||||||||||||||
Cash dividends declared per common share | $ | 0.125 | $ | 0.125 | $ | 0.125 | $ | — | $ | 0.25 | $ | 0.125 | $ | 0.125 | $ | 0.125 |
Operations_and_Summary_of_Sign3
Operations and Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | |
item | item | ||
Operations and Summary of Significant Accounting Policies | ' | ' | ' |
High end of the range of the required percentage voting interest held to account for investments with the equity method of accounting | 50.00% | ' | ' |
Number of VIEs | 0 | ' | 0 |
Reclassification | ' | ' | ' |
Write down of excess and obsolete inventory | ' | $700,000 | ' |
Increase in inventory due to reclassification | ' | 700,000 | ' |
Allowance for Doubtful Accounts | ' | ' | ' |
Percentage reserved for accounts receivable due from customers in deteriorating financial condition | 100.00% | ' | ' |
Fair Value of Financial Instruments | ' | ' | ' |
United States Treasury securities and money market funds included in cash equivalents | $117,571,000 | ' | $76,130,000 |
Minimum | Software | ' | ' | ' |
Depreciation and Amortization | ' | ' | ' |
Estimated useful life | '3 years | ' | ' |
Minimum | Machinery and equipment | ' | ' | ' |
Depreciation and Amortization | ' | ' | ' |
Estimated useful life | '3 years | ' | ' |
Minimum | Buildings and site improvements | ' | ' | ' |
Depreciation and Amortization | ' | ' | ' |
Estimated useful life | '15 years | ' | ' |
Maximum | ' | ' | ' |
Revenue Recognition | ' | ' | ' |
Service sales as a percentage of net sales | 1.00% | ' | ' |
Maximum | Software | ' | ' | ' |
Depreciation and Amortization | ' | ' | ' |
Estimated useful life | '5 years | ' | ' |
Maximum | Machinery and equipment | ' | ' | ' |
Depreciation and Amortization | ' | ' | ' |
Estimated useful life | '10 years | ' | ' |
Maximum | Buildings and site improvements | ' | ' | ' |
Depreciation and Amortization | ' | ' | ' |
Estimated useful life | '45 years | ' | ' |
Operations_and_Summary_of_Sign4
Operations and Summary of Significant Accounting Policies (Details 2) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 31, 2012 |
S&P Clever | ||||
Acquisitions | ' | ' | ' | ' |
In-process research and development assets | ' | ' | ' | $4.80 |
Product and Software Research and Development Costs | ' | ' | ' | ' |
Product Research and Development Costs | 10.7 | 11.5 | 6.1 | ' |
Selling Costs | ' | ' | ' | ' |
Advertising expenses | $7 | $7.20 | $6.30 | ' |
Operations_and_Summary_of_Sign5
Operations and Summary of Significant Accounting Policies (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Facility closing | Facility closing | Facility closing | Facility closing | Facility closing | Facility closing | Facility closing | Facility closing | ||||||||||||
Maximum | Land and building | ||||||||||||||||||
Plant Closure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net book value of the long-lived assets, including land, building and equipment | $209,533,000 | ' | ' | ' | $213,452,000 | ' | ' | ' | $209,533,000 | $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 | ' | ' | ' | ' | ' | ' | ' | ' | 5,262,000 | 7,642,000 | 3,081,000 | ' | 1,000,000 | ' | ' | ' | ' | ' | ' |
Gain (loss) on sale of assets | -1,404,000 | -631,000 | -11,000 | 8,000 | -124,000 | -33,000 | 13,000 | -23,000 | -2,038,000 | -166,000 | -191,000 | ' | -700,000 | ' | ' | ' | ' | ' | ' |
Net book value of remaining equipments to be sold, transferred or scrapped | ' | ' | ' | ' | 593,000 | ' | ' | ' | ' | 593,000 | ' | ' | 100,000 | ' | 100,000 | ' | ' | ' | ' |
Severance costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 3,000,000 | ' | ' |
Severance costs paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | 2,400,000 | ' | ' |
Severance costs accrued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' |
Severance costs reversed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' |
Severance costs to be paid in 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' |
Plant closure expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 300,000 | ' | ' |
Plant closure expenses paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | 200,000 | ' | ' |
Reclassification from accumulated other comprehensive income to consolidated statement of operations related to foreign exchange losses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,800,000 | ' | ' | ' | ' | ' | ' | ' |
Operations_and_Summary_of_Sign6
Operations and Summary of Significant Accounting Policies (Details 4) (CarbonWrap product line, USD $) | 1 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
CarbonWrap product line | ' |
Sale of Product Line | ' |
Sale proceeds | $3.80 |
Assets | 2 |
Intangible assets | 1.5 |
Goodwill | 0.5 |
Severance costs | 0.5 |
Pre-tax gain from discontinued operations | $1.40 |
Operations_and_Summary_of_Sign7
Operations and Summary of Significant Accounting Policies (Details 5) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
item | |||||||||||
votepershare | |||||||||||
series | |||||||||||
rightpershare | |||||||||||
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of votes for each share of common stock held | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' |
Number of rights per common stock as a part of dividend distribution | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' |
Percentage acquisition of common stock triggering exercise terms of rights, minimum | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' |
Ownership interest held by any stockholder at date of rights distribution to which additional exercise terms for the Rights distributed apply (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' |
Subsequent increase in ownership interest held by any stockholder after rights distribution to which additional exercise terms for the Rights distributed apply (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' |
Redemption price per right (in cents per right) | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' |
Preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of series by which the Board may issue authorized and unissued preferred stock, minimum | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' |
Reconciliation of basic earnings per share ("EPS") to diluted EPS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income available to common stockholders | $7,668 | $20,006 | $18,502 | $4,795 | $5,883 | $12,976 | $15,859 | $7,201 | $50,971 | $41,918 | $50,900 |
Basic weighted-average shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 48,521 | 48,339 | 48,974 |
Dilutive effect of potential common stock equivalents - stock options (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 152 | 73 | 49 |
Diluted weighted-average shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 48,673 | 48,412 | 49,023 |
Net earnings per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in dollars per share) | $0.16 | $0.41 | $0.38 | $0.10 | $0.12 | $0.27 | $0.33 | $0.15 | $1.05 | $0.87 | $1.04 |
Diluted (in dollars per share) | $0.16 | $0.41 | $0.38 | $0.10 | $0.12 | $0.27 | $0.33 | $0.15 | $1.05 | $0.87 | $1.04 |
Potentially dilutive securities excluded from earnings per diluted share because their effect is anti-dilutive (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700 | 1,363 |
Comprehensive Income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Translation adjustments, net of tax | 18,283 | ' | ' | ' | 12,342 | ' | ' | ' | 18,283 | 12,342 | ' |
Unamortized pension adjustments, net of tax | -197 | ' | ' | ' | -243 | ' | ' | ' | -197 | -243 | ' |
Total accumulated other comprehensive income | 18,086 | ' | ' | ' | 12,099 | ' | ' | ' | 18,086 | 12,099 | ' |
Translation adjustments, tax | ' | ' | ' | ' | ' | ' | ' | ' | 854 | 883 | ' |
Unamortized pension adjustments, tax benefit | ' | ' | ' | ' | ' | ' | ' | ' | $43 | $46 | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of banks where demand deposit or money market accounts are held by the company | ' | ' | ' | ' | ' | ' | ' | ' | 11 | ' | ' |
Operations_and_Summary_of_Sign8
Operations and Summary of Significant Accounting Policies (Details 6) (USD $) | 12 Months Ended | ||
In Thousands, except Share data in Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Stock-based compensation activity, including both continuing and discontinued operations | ' | ' | ' |
Stock-based compensation expense recognized in operating expenses | $12,053 | $10,205 | $6,133 |
Tax benefit of stock-based compensation expense in provision for income taxes | 4,225 | 3,610 | 2,261 |
Stock-based compensation expense, net of tax | 7,828 | 6,595 | 3,872 |
Fair value of shares vested | 12,090 | 10,195 | 6,194 |
Proceeds to the Company from the exercise of stock-based compensation | 15,057 | 4,925 | 214 |
Tax benefit from exercise of stock-based compensation, including shortfall tax benefits | -2,645 | -233 | -1,554 |
Stock-based compensation cost capitalized in inventory | $374 | $335 | $345 |
1994 Plan | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' |
Requisite service period for options to vest | '4 years | ' | ' |
Expiration period for options granted | '7 years | ' | ' |
Age after which vesting of options granted accelerates if the grantee ceases to be employed by the entity | '60 years | ' | ' |
2011 Plan | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' |
Maximum common stock shares that may be issued under plan | 16.3 | ' | ' |
Operations_and_Summary_of_Sign9
Operations and Summary of Significant Accounting Policies (Details 7) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Goodwill Impairment Testing | ' | ' | ' | ' |
Goodwill | $121,981 | $129,218 | $121,981 | $99,849 |
Balance at the beginning of the year | ' | ' | ' | ' |
Goodwill | 145,531 | 152,768 | 145,531 | 121,053 |
Accumulated impairment losses | -23,550 | -23,550 | -23,550 | -21,204 |
Goodwill at the beginning of the period, net | ' | 121,981 | 99,849 | ' |
Goodwill acquired | ' | 1,592 | 22,826 | ' |
Goodwill disposed | ' | -480 | ' | ' |
Foreign exchange | ' | 872 | 496 | ' |
Impairment | -2,346 | ' | -2,346 | -1,282 |
Reclassifications | ' | 5,253 | 1,156 | ' |
Balance at the end of the year | ' | ' | ' | ' |
Goodwill | 145,531 | 152,768 | 145,531 | 121,053 |
Accumulated impairment losses | -23,550 | -23,550 | -23,550 | -21,204 |
Goodwill at the end of the period, net | 121,981 | 129,218 | 121,981 | 99,849 |
Maximum | ' | ' | ' | ' |
Goodwill Impairment Testing | ' | ' | ' | ' |
Step 1 pass margin percentage criteria based on which sensitivity assessment of key assumption is done | ' | 10.00% | ' | ' |
Keymark | Purchase price adjustment | ' | ' | ' | ' |
Balance at the beginning of the year | ' | ' | ' | ' |
Goodwill acquired | ' | ' | 5,900 | ' |
North America | ' | ' | ' | ' |
Goodwill Impairment Testing | ' | ' | ' | ' |
Goodwill | 78,739 | 84,822 | 78,739 | ' |
Balance at the beginning of the year | ' | ' | ' | ' |
Goodwill | 89,405 | 95,488 | 89,405 | 84,567 |
Accumulated impairment losses | -10,666 | -10,666 | -10,666 | -10,666 |
Goodwill at the beginning of the period, net | ' | 78,739 | 73,901 | ' |
Goodwill acquired | ' | 918 | 3,581 | ' |
Goodwill disposed | ' | -480 | ' | ' |
Foreign exchange | ' | -248 | 101 | ' |
Reclassifications | ' | 5,893 | 1,156 | ' |
Balance at the end of the year | ' | ' | ' | ' |
Goodwill | 89,405 | 95,488 | 89,405 | 84,567 |
Accumulated impairment losses | -10,666 | -10,666 | -10,666 | -10,666 |
Goodwill at the end of the period, net | 78,739 | 84,822 | 78,739 | ' |
Europe | ' | ' | ' | ' |
Goodwill Impairment Testing | ' | ' | ' | ' |
Goodwill | 41,263 | 42,690 | 41,263 | 24,000 |
Balance at the beginning of the year | ' | ' | ' | ' |
Goodwill | 54,147 | 55,574 | 54,147 | 34,538 |
Accumulated impairment losses | -12,884 | -12,884 | -12,884 | -10,538 |
Goodwill at the beginning of the period, net | ' | 41,263 | 24,000 | ' |
Goodwill acquired | ' | 674 | 19,245 | ' |
Foreign exchange | ' | 1,393 | 364 | ' |
Impairment | ' | ' | -2,346 | -1,282 |
Reclassifications | ' | -640 | ' | ' |
Balance at the end of the year | ' | ' | ' | ' |
Goodwill | 54,147 | 55,574 | 54,147 | 34,538 |
Accumulated impairment losses | -12,884 | -12,884 | -12,884 | -10,538 |
Goodwill at the end of the period, net | 41,263 | 42,690 | 41,263 | 24,000 |
Asia/Pacific | ' | ' | ' | ' |
Goodwill Impairment Testing | ' | ' | ' | ' |
Goodwill | 1,979 | 1,706 | 1,979 | ' |
Balance at the beginning of the year | ' | ' | ' | ' |
Goodwill | 1,979 | 1,706 | 1,979 | 1,948 |
Goodwill at the beginning of the period, net | ' | 1,979 | 1,948 | ' |
Foreign exchange | ' | -273 | 31 | ' |
Balance at the end of the year | ' | ' | ' | ' |
Goodwill | 1,979 | 1,706 | 1,979 | 1,948 |
Goodwill at the end of the period, net | 1,979 | 1,706 | 1,979 | ' |
Australia | ' | ' | ' | ' |
Goodwill Impairment Testing | ' | ' | ' | ' |
Marginal percentage by which the company passed annual impairment test | ' | 4.00% | ' | ' |
Goodwill | ' | 1,700 | ' | ' |
Number of locations into which the activities will be consolidated | ' | 3 | ' | ' |
Margin by which the reporting units passed the annual goodwill impairment test | ' | ' | ' | ' |
Step 1 Pass Margin (as a percent) | ' | 4.00% | ' | ' |
Discount Rate Increases (as a percent) | ' | 2.00% | ' | ' |
CAGR Decreases (as a percent) | ' | 2.00% | ' | ' |
Pre-Tax Operating Margin Decreases (as a percent) | ' | 6.00% | ' | ' |
Balance at the end of the year | ' | ' | ' | ' |
Goodwill at the end of the period, net | ' | 1,700 | ' | ' |
United States | ' | ' | ' | ' |
Goodwill Impairment Testing | ' | ' | ' | ' |
Number of locations into which the activities will be consolidated | ' | 4 | ' | ' |
S&P Clever | ' | ' | ' | ' |
Goodwill Impairment Testing | ' | ' | ' | ' |
Marginal percentage by which the company passed annual impairment test | ' | 9.00% | ' | ' |
Goodwill | ' | 19,000 | ' | ' |
Number of locations into which the activities will be consolidated | ' | 7 | ' | ' |
Margin by which the reporting units passed the annual goodwill impairment test | ' | ' | ' | ' |
Step 1 Pass Margin (as a percent) | ' | 9.00% | ' | ' |
Discount Rate Increases (as a percent) | ' | 7.00% | ' | ' |
CAGR Decreases (as a percent) | ' | 6.00% | ' | ' |
Pre-Tax Operating Margin Decreases (as a percent) | ' | 10.00% | ' | ' |
Balance at the end of the year | ' | ' | ' | ' |
Goodwill at the end of the period, net | ' | 19,000 | ' | ' |
France | ' | ' | ' | ' |
Goodwill Impairment Testing | ' | ' | ' | ' |
Marginal percentage by which the company passed annual impairment test | ' | 10.00% | ' | ' |
Goodwill | ' | 14,900 | ' | ' |
Margin by which the reporting units passed the annual goodwill impairment test | ' | ' | ' | ' |
Step 1 Pass Margin (as a percent) | ' | 10.00% | ' | ' |
Discount Rate Increases (as a percent) | ' | 13.00% | ' | ' |
CAGR Decreases (as a percent) | ' | 19.00% | ' | ' |
Pre-Tax Operating Margin Decreases (as a percent) | ' | 15.00% | ' | ' |
Balance at the end of the year | ' | ' | ' | ' |
Goodwill at the end of the period, net | ' | $14,900 | ' | ' |
Recovered_Sheet1
Operations and Summary of Significant Accounting Policies (Details 8) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Changes in gross carrying amount of finite-lived intangible assets | ' | ' | ' |
Gross carrying amount, balance at the beginning of the year | $69,693 | ' | ' |
Accumulated amortization, balance at the beginning of the year | -19,095 | ' | ' |
Net carrying amount, balance at the beginning of the year | 50,598 | ' | ' |
Amortization | -7,100 | -7,800 | -4,300 |
Gross carrying amount, balance at the end of the year | 67,737 | 69,693 | ' |
Accumulated amortization, balance at the end of the year | -25,964 | -19,095 | ' |
Net carrying amount, balance at the end of the year | 41,773 | 50,598 | ' |
Goodwill | 129,218 | 121,981 | 99,849 |
Estimated future amortization of intangible assets | ' | ' | ' |
2014 | 7,078 | ' | ' |
2015 | 6,162 | ' | ' |
2016 | 5,905 | ' | ' |
2017 | 3,953 | ' | ' |
2018 | 3,059 | ' | ' |
Thereafter | 9,950 | ' | ' |
Total | 36,107 | ' | ' |
North America | ' | ' | ' |
Changes in gross carrying amount of finite-lived intangible assets | ' | ' | ' |
Gross carrying amount, balance at the end of the year | 34,520 | 37,992 | ' |
Accumulated amortization, balance at the end of the year | -15,909 | -12,012 | ' |
Net carrying amount, balance at the end of the year | 18,611 | 25,980 | ' |
Goodwill | 84,822 | 78,739 | 73,901 |
Europe | ' | ' | ' |
Changes in gross carrying amount of finite-lived intangible assets | ' | ' | ' |
Gross carrying amount, balance at the end of the year | 33,217 | 31,701 | ' |
Accumulated amortization, balance at the end of the year | -10,055 | -7,083 | ' |
Net carrying amount, balance at the end of the year | 23,162 | 24,618 | ' |
Goodwill | 42,690 | 41,263 | 24,000 |
S&P Clever | ' | ' | ' |
Changes in gross carrying amount of finite-lived intangible assets | ' | ' | ' |
Goodwill | 19,000 | ' | ' |
Patents | ' | ' | ' |
Changes in gross carrying amount of finite-lived intangible assets | ' | ' | ' |
Gross carrying amount, balance at the beginning of the year | 6,684 | 6,681 | ' |
Accumulated amortization, balance at the beginning of the year | -5,377 | -4,767 | ' |
Net carrying amount, balance at the beginning of the year | 1,307 | 1,914 | ' |
Amortization | -611 | -610 | ' |
Foreign exchange | 5 | 3 | ' |
Gross carrying amount, balance at the end of the year | 6,689 | 6,684 | ' |
Accumulated amortization, balance at the end of the year | -5,988 | -5,377 | ' |
Net carrying amount, balance at the end of the year | 701 | 1,307 | ' |
Unpatented Technology | ' | ' | ' |
Changes in gross carrying amount of finite-lived intangible assets | ' | ' | ' |
Gross carrying amount, balance at the beginning of the year | 5,361 | 4,129 | ' |
Accumulated amortization, balance at the beginning of the year | -2,017 | -1,395 | ' |
Net carrying amount, balance at the beginning of the year | 3,344 | 2,734 | ' |
Disposal, Gross carrying amount | -1,530 | ' | ' |
Disposal, Accumulated amortization | 158 | ' | ' |
Disposal, Net carrying amount | -1,372 | ' | ' |
Amortization | -3,398 | -622 | ' |
Foreign exchange | 799 | 32 | ' |
Reclassifications | 14,347 | 1,200 | ' |
Gross carrying amount, balance at the end of the year | 18,977 | 5,361 | ' |
Accumulated amortization, balance at the end of the year | -5,257 | -2,017 | ' |
Net carrying amount, balance at the end of the year | 13,720 | 3,344 | ' |
Non-Compete Agreements, Trademarks and Other | ' | ' | ' |
Changes in gross carrying amount of finite-lived intangible assets | ' | ' | ' |
Gross carrying amount, balance at the beginning of the year | 36,951 | 16,276 | ' |
Accumulated amortization, balance at the beginning of the year | -3,002 | -5,361 | ' |
Net carrying amount, balance at the beginning of the year | 33,949 | 10,915 | ' |
Acquisition | 4,130 | 32,355 | ' |
Disposal, Gross carrying amount | -200 | -2,212 | ' |
Disposal, Accumulated amortization | 74 | 1,628 | ' |
Disposal, Net carrying amount | -126 | -584 | ' |
Amortization | -636 | -4,309 | ' |
Foreign exchange | -728 | -2 | ' |
Reclassifications | -26,588 | -4,426 | ' |
Removal of fully amortized asset, gross | -10 | -5,040 | ' |
Accumulated amortization of removal of fully amortized asset | 10 | 5,040 | ' |
Gross carrying amount, balance at the end of the year | 13,555 | 36,951 | ' |
Accumulated amortization, balance at the end of the year | -3,554 | -3,002 | ' |
Net carrying amount, balance at the end of the year | 10,001 | 33,949 | ' |
Customer Relationships | ' | ' | ' |
Changes in gross carrying amount of finite-lived intangible assets | ' | ' | ' |
Gross carrying amount, balance at the beginning of the year | 20,697 | 18,940 | ' |
Accumulated amortization, balance at the beginning of the year | -8,699 | -6,647 | ' |
Net carrying amount, balance at the beginning of the year | 11,998 | 12,293 | ' |
Amortization | -2,465 | -2,052 | ' |
Foreign exchange | 229 | 57 | ' |
Reclassifications | 1,923 | 1,700 | ' |
Gross carrying amount, balance at the end of the year | 22,849 | 20,697 | ' |
Accumulated amortization, balance at the end of the year | -11,164 | -8,699 | ' |
Net carrying amount, balance at the end of the year | $11,685 | $11,998 | ' |
Recovered_Sheet2
Operations and Summary of Significant Accounting Policies (Details 9) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Indefinite-Lived Intangible Assets | ' | ' |
Intangible assets | $5,666,000 | ' |
Indefinite-Lived Intangibles | ' | ' |
Reclassifications | 5,358,000 | ' |
Foreign exchange | 308,000 | ' |
Indefinite-Lived Intangibles, Balance at the end of the year | 5,666,000 | ' |
Increase in goodwill | 1,592,000 | 22,826,000 |
Decrease in goodwill | 480,000 | ' |
Purchase price adjustment | Keymark | ' | ' |
Indefinite-Lived Intangibles | ' | ' |
Increase in goodwill | ' | 5,900,000 |
Purchase price adjustment | Keymark | Unpatented Technology | ' | ' |
Indefinite-Lived Intangibles | ' | ' |
Increase in intangible assets | ' | 1,200,000 |
Automatic Stamping and Automatic Stamping Auxiliary Services | Purchase price adjustment | ' | ' |
Indefinite-Lived Intangibles | ' | ' |
Increase in goodwill | ' | 1,700,000 |
Decrease in goodwill | ' | 500,000 |
Automatic Stamping and Automatic Stamping Auxiliary Services | Purchase price adjustment | Customer Relationships | ' | ' |
Indefinite-Lived Intangibles | ' | ' |
Increase in intangible assets | ' | 400,000 |
Fox Industries, Inc. | Purchase price adjustment | Customer Relationships | ' | ' |
Indefinite-Lived Intangibles | ' | ' |
Increase in intangible assets | ' | 1,300,000 |
S&P Clever | Purchase price adjustment | ' | ' |
Indefinite-Lived Intangibles | ' | ' |
Increase in intangible assets | 12,800,000 | ' |
S&P Clever | Purchase price adjustment | Customer Relationships | ' | ' |
Indefinite-Lived Intangibles | ' | ' |
Increase in intangible assets | ' | 1,900,000 |
CarbonWrap Solutions, L.L.C | Purchase price adjustment | ' | ' |
Indefinite-Lived Intangibles | ' | ' |
Increase in intangible assets | 1,500,000 | ' |
In-process research and development assets | ' | ' |
Indefinite-Lived Intangible Assets | ' | ' |
Number of indefinite-lived assets | 2 | ' |
Intangible assets | 5,050,000 | ' |
Indefinite-Lived Intangibles | ' | ' |
Reclassifications | 4,742,000 | ' |
Foreign exchange | 308,000 | ' |
Indefinite-Lived Intangibles, Balance at the end of the year | 5,050,000 | ' |
IPR&D one | ' | ' |
Indefinite-Lived Intangible Assets | ' | ' |
Number of indefinite-lived assets | 1 | ' |
Intangible assets | 3,400,000 | ' |
Indefinite-Lived Intangibles | ' | ' |
Indefinite-Lived Intangibles, Balance at the end of the year | 3,400,000 | ' |
IPR&D two | ' | ' |
Indefinite-Lived Intangible Assets | ' | ' |
Intangible assets | 1,700,000 | ' |
Indefinite-Lived Intangibles | ' | ' |
Indefinite-Lived Intangibles, Balance at the end of the year | 1,700,000 | ' |
Trade Name | ' | ' |
Indefinite-Lived Intangible Assets | ' | ' |
Intangible assets | 616,000 | ' |
Indefinite-Lived Intangibles | ' | ' |
Reclassifications | 616,000 | ' |
Indefinite-Lived Intangibles, Balance at the end of the year | $616,000 | ' |
Acquisitions_Details
Acquisitions (Details) (USD $) | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Jan. 31, 2012 | Jan. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2012 | Feb. 28, 2013 | Dec. 31, 2013 | Feb. 28, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | |
CarbonWrap product line | Keymark | Keymark | Europe | Europe | Europe | North America | North America | North America | North America | Fox Industries, Inc. | Fox Industries, Inc. | Automatic Stamping and Automatic Stamping Auxiliary Services | Automatic Stamping and Automatic Stamping Auxiliary Services | S&P Clever | S&P Clever | CarbonWrap Solutions, L.L.C | CarbonWrap Solutions, L.L.C | ShearBrace | ShearBrace | ShearBrace | Bierbach | Bierbach | ||||
Software development | Keymark | Simpson Strong Tie | North America | Simpson Strong Tie | North America | Europe | North America | North America | Europe | |||||||||||||||||
item | Software development | Simpson Strong Tie | Simpson Strong Tie | |||||||||||||||||||||||
Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,700,000 | ' | $43,500,000 | ' | $58,100,000 | ' | $5,500,000 | ' | ' | ' | ' | ' | ' |
Cash paid for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 57,500,000 | ' | 5,300,000 | ' | 5,300,000 | ' | ' | 1,200,000 | ' |
Contingent consideration payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | 200,000 | ' | ' | ' | ' | 800,000 | ' |
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 | 129,218,000 | 121,981,000 | 99,849,000 | ' | ' | ' | 42,690,000 | 41,263,000 | 24,000,000 | 84,822,000 | 78,739,000 | 73,901,000 | 5,900,000 | ' | 3,900,000 | ' | 29,500,000 | ' | 19,300,000 | ' | 3,500,000 | ' | 900,000 | 2,600,000 | ' | 700,000 |
Intangible assets | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 2,900,000 | ' | 4,600,000 | 20,500,000 | ' | 1,700,000 | ' | 1,900,000 | 3,600,000 | ' | 600,000 | ' |
Sale proceeds | ' | ' | ' | 3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain from discontinued operations, before income taxes | ' | ' | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-lived intangibles related to in-progress product development | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average amortization period | ' | ' | ' | ' | ' | '4 years 10 months 24 days | ' | ' | ' | ' | ' | ' | ' | '9 years 8 months 12 days | ' | '4 years 9 months 18 days | ' | '9 years 9 months 18 days | ' | ' | ' | ' | '13 years 4 months 24 days | ' | ' | ' |
Amount paid | ' | ' | ' | ' | $11,500,000 | $9,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of employees hired to perform development work | ' | ' | ' | ' | ' | 39 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum period for payment for adjustments to provisional fair value measurements | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Trade_Accounts_Receivable_net_1
Trade Accounts Receivable, net (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Trade Accounts Receivable, net | ' | ' |
Trade accounts receivable | $92,413 | $85,732 |
Allowance for doubtful accounts | -945 | -1,288 |
Allowance for sales discounts | -1,451 | -1,632 |
Trade accounts receivable, net | $90,017 | $82,812 |
Inventories_Details
Inventories (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventories | ' | ' |
Raw materials | $81,338 | $95,959 |
In-process products | 18,475 | 16,878 |
Finished products | 97,915 | 91,287 |
Total inventories | $197,728 | $204,124 |
Property_Plant_and_Equipment_n2
Property, Plant and Equipment, net (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property, Plant and Equipment, net | ' | ' | ' |
Original cost of fully depreciated assets still in use | $147,900,000 | $131,300,000 | ' |
Depreciation expense | 20,100,000 | 19,000,000 | 16,300,000 |
Property, Plant and Equipment | ' | ' | ' |
Property, plant and equipment, gross | 438,782,000 | 425,224,000 | ' |
Less accumulated depreciation and amortization | -235,535,000 | -217,868,000 | ' |
Property, plant and equipment excluding capital projects in progress, net | 203,247,000 | 207,356,000 | ' |
Capital projects in progress | 6,286,000 | 6,096,000 | ' |
Property, plant and equipment, net | 209,533,000 | 213,452,000 | ' |
Land | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Property, plant and equipment, gross | 29,347,000 | 32,068,000 | ' |
Buildings and site improvements | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Property, plant and equipment, gross | 178,391,000 | 174,187,000 | ' |
Leasehold improvements | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Property, plant and equipment, gross | 5,213,000 | 4,747,000 | ' |
Machinery and equipment | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Property, plant and equipment, gross | $225,831,000 | $214,222,000 | ' |
Investments_Details
Investments (Details) (Keymark Enterprises, LLC, USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2011 |
Keymark Enterprises, LLC | ' |
Purchase of Keymark software assets | ' |
Investment in Keymark, carrying value | $1 |
Software assets acquired | 11.5 |
Software assets acquired, net cash payments | 6.2 |
Ownership interest given up in exchange for software assets acquired (as a percent) | 46.10% |
Gain on disposal of investment in Keymark | $4.30 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities | ' | ' |
Sales incentive and advertising accruals | $22,195 | $17,076 |
Labor related liabilities | 9,129 | 8,309 |
Dividend payable | 6,095 | 6,053 |
Vacation liability | 6,584 | 5,818 |
Other | 7,742 | 7,667 |
Accrued liabilities | $51,745 | $44,923 |
Debt_Details
Debt (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Debt | ' | ' | ' |
Credit facility, maximum borrowing capacity | $304,400,000 | ' | ' |
Amount of interest costs incurred, capitalized, and expensed | ' | ' | ' |
Interest costs incurred | 1,019,000 | 909,000 | 661,000 |
Less: Interest capitalized | -118,000 | -116,000 | -88,000 |
Interest expense | 901,000 | 793,000 | 573,000 |
Primary revolving line of credit | ' | ' | ' |
Debt | ' | ' | ' |
Credit facility, maximum borrowing capacity | 300,000,000 | ' | ' |
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) | 0.77% | ' | ' |
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 | 4,500,000 | ' | ' |
Credit facility, interest rate low end of range (as a percent) | 1.08% | ' | ' |
Credit facility, interest rate high end of range (as a percent) | 7.25% | ' | ' |
Total outstanding balances | $100,000 | $200,000 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Commitments and Contingencies | ' | ' | ' |
Rental expense | $6,900,000 | $6,900,000 | $7,300,000 |
Minimum rental commitments | ' | ' | ' |
2014 | 6,671,000 | ' | ' |
2015 | 4,904,000 | ' | ' |
2016 | 3,310,000 | ' | ' |
2017 | 2,113,000 | ' | ' |
2018 | 1,301,000 | ' | ' |
Thereafter | 10,000 | ' | ' |
Minimum rental commitments under all non-cancelable leases | 18,309,000 | ' | ' |
Future minimum commitments | ' | ' | ' |
2014 | 15,225,000 | ' | ' |
2015 | 941,000 | ' | ' |
2016 | 492,000 | ' | ' |
2017 | 304,000 | ' | ' |
2018 | 41,000 | ' | ' |
Total commitments | 17,003,000 | ' | ' |
Purchase Obligations | ' | ' | ' |
Future minimum commitments | ' | ' | ' |
2014 | 14,775,000 | ' | ' |
2015 | 491,000 | ' | ' |
2016 | 42,000 | ' | ' |
2017 | 41,000 | ' | ' |
2018 | 41,000 | ' | ' |
Total commitments | 15,390,000 | ' | ' |
Debt Interest Obligations | ' | ' | ' |
Future minimum commitments | ' | ' | ' |
2014 | 450,000 | ' | ' |
2015 | 450,000 | ' | ' |
2016 | 450,000 | ' | ' |
2017 | 263,000 | ' | ' |
Total commitments | $1,613,000 | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) | 12 Months Ended | 1 Months Ended | ||||
Dec. 31, 2013 | Feb. 29, 2012 | Jul. 20, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
lawsuit | Nishimura case | Nishimura case | Simpson Strong-Tie | Simpson Strong-Tie | Simpson Strong-Tie | |
lawsuit | lawsuit | San Bernardino County | San Bernardino County | Stockton | ||
agreement | Tool and die craftsmen and maintenance workers | agreement | ||||
agreement | ||||||
Commitments and Contingencies | ' | ' | ' | ' | ' | ' |
Percentage of employees represented by labor unions | 14.00% | ' | ' | ' | ' | ' |
Collective bargaining arrangements | ' | ' | ' | ' | ' | ' |
Collective bargaining agreements, number | ' | ' | ' | 2 | 1 | 2 |
Litigation | ' | ' | ' | ' | ' | ' |
Number of lawsuits filed against the entity | 4 | ' | 5 | ' | ' | ' |
Number of lawsuits dismissed | ' | 3 | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Federal | ' | ' | ' | ' | ' | ' | ' | ' | $19,804,000 | $13,163,000 | $21,040,000 |
State | ' | ' | ' | ' | ' | ' | ' | ' | 3,243,000 | 2,732,000 | 4,427,000 |
Foreign | ' | ' | ' | ' | ' | ' | ' | ' | 3,926,000 | 3,920,000 | 4,582,000 |
Deferred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Federal | ' | ' | ' | ' | ' | ' | ' | ' | 3,646,000 | -544,000 | -574,000 |
State | ' | ' | ' | ' | ' | ' | ' | ' | 404,000 | -98,000 | -358,000 |
Foreign | ' | ' | ' | ' | ' | ' | ' | ' | -430,000 | 830,000 | -1,231,000 |
Income tax expense (benefit) | 4,289,000 | 10,870,000 | 11,177,000 | 4,256,000 | -6,785,000 | 9,069,000 | 11,347,000 | 6,372,000 | 30,593,000 | 20,003,000 | 27,886,000 |
Income and loss from continuing operations before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Domestic | ' | ' | ' | ' | ' | ' | ' | ' | 74,912,000 | 65,705,000 | 68,961,000 |
Foreign | ' | ' | ' | ' | ' | ' | ' | ' | 6,652,000 | -3,784,000 | 9,825,000 |
Income before taxes | 11,957,000 | 30,876,000 | 29,679,000 | 9,051,000 | -902,000 | 22,045,000 | 27,206,000 | 13,573,000 | 81,564,000 | 61,921,000 | 78,786,000 |
Reconciliations between the statutory federal income tax rates and effective income tax rates | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Federal tax rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | 35.00% | 35.00% |
State taxes, net of federal benefit (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | 2.90% | 3.40% |
Tax benefit of domestic manufacturing deduction (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | -2.20% | -2.10% | -2.50% |
Change in valuation allowance (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 1.30% | 6.00% | -0.30% |
Difference between United States statutory and foreign local tax rates (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 0.10% | 2.60% | 0.30% |
Change in uncertain tax position (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | -0.40% | -0.30% | ' |
Worthless stock deduction on Irish subsidiary | ' | ' | ' | ' | ' | ' | ' | ' | ' | -15.40% | ' |
Non-deductible goodwill write-off | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.10% | ' |
Non-deductible professional fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.30% | ' |
Other (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 0.70% | 1.20% | -0.50% |
Effective income tax rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 37.50% | 32.30% | 35.40% |
Additional disclosures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax benefit from worthless stock deduction | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,900,000 | ' |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Current deferred tax assets | ' | ' | ' |
State tax | $1,415,000 | $1,133,000 | $1,586,000 |
Workers' compensation | 1,780,000 | 1,814,000 | 2,123,000 |
Health claims | 601,000 | 516,000 | 549,000 |
Vacation liability | 1,219,000 | 1,037,000 | 865,000 |
Allowance for doubtful accounts | 181,000 | 332,000 | 291,000 |
Inventories | 6,691,000 | 5,713,000 | 4,796,000 |
Sales incentive and advertising allowances | 516,000 | 580,000 | 408,000 |
Intangible rights write-off | ' | ' | 194,000 |
Acquisition expenses | ' | ' | 477,000 |
Unrealized foreign exchange gain or loss | 124,000 | 39,000 | 57,000 |
Other, net | 172,000 | 309,000 | 428,000 |
Current deferred tax assets, net | 12,699,000 | 11,473,000 | 11,774,000 |
Long-term deferred tax assets (liabilities) | ' | ' | ' |
Depreciation | -2,671,000 | -2,434,000 | -3,067,000 |
Goodwill and other intangibles amortization | -9,781,000 | -4,086,000 | -314,000 |
Deferred compensation related to stock options | 6,104,000 | 7,296,000 | 5,485,000 |
Uncertain tax positions' unrecognized tax benefits | 1,532,000 | 1,140,000 | 1,115,000 |
Non-United States tax loss carry forward | 5,472,000 | 8,064,000 | 5,912,000 |
Tax effect on cumulative translation adjustment | -729,000 | -763,000 | -812,000 |
Other | 940,000 | 526,000 | 811,000 |
Long-term deferred tax assets (liabilities), gross | 867,000 | 9,743,000 | 9,130,000 |
Less valuation allowances | -5,546,000 | -9,719,000 | -6,279,000 |
Long-term deferred tax assets (liabilities), net | -4,679,000 | 24,000 | 2,851,000 |
Deferred tax assets | 22,000,000 | 21,600,000 | 21,400,000 |
Deferred tax liabilities | 14,000,000 | 10,100,000 | 6,700,000 |
Operating loss carryforwards | ' | ' | ' |
Deferred tax valuation allowances | 5,500,000 | 9,700,000 | ' |
Increase (decrease) in the valuation allowance | -4,200,000 | 3,400,000 | -900,000 |
Undistributed earnings indefinitely reinvested | 34,800,000 | 29,000,000 | 20,900,000 |
Foreign | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Pre-tax loss carryforwards | 23,600,000 | ' | ' |
Foreign | Wholly owned Irish subsidiary | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Pre-tax loss carryforwards | 11,600,000 | ' | ' |
Foreign | Expiration, 2014 | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Pre-tax loss carryforwards | 900,000 | ' | ' |
Foreign | Expiration, 2015 | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Pre-tax loss carryforwards | 700,000 | ' | ' |
Foreign | Expiration, 2016 | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Pre-tax loss carryforwards | 800,000 | ' | ' |
Foreign | Expiration, 2017 | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Pre-tax loss carryforwards | 1,700,000 | ' | ' |
Foreign | Expiration, 2018 | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' |
Pre-tax loss carryforwards | $1,500,000 | ' | ' |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Reconciliation of unrecognized tax benefits | ' | ' | ' |
Balance at the beginning of the period | $3,843,000 | $4,683,000 | $5,862,000 |
Additions based on tax positions related to prior years | 297,000 | 527,000 | 18,000 |
Reductions based on tax positions related to prior years | -494,000 | -1,163,000 | -681,000 |
Additions for tax positions of the current year | 837,000 | 933,000 | 570,000 |
Settlements | -435,000 | -486,000 | -362,000 |
Lapse of statute of limitations | -592,000 | -651,000 | -724,000 |
Balance at the end of the period | 3,456,000 | 3,843,000 | 4,683,000 |
Portion of uncertain tax benefit, if recognized, would reduce effective tax rate | 700,000 | 900,000 | 1,100,000 |
Amount of decrease in unrecognized tax benefits that is reasonably possible within the next 12 months | 1,800,000 | ' | ' |
Decrease in accrued interest as a result of the reversal of accrued interest associated with the lapse of statutes of limitations | 300,000 | 400,000 | 0 |
Accrued interest | $400,000 | $700,000 | $1,100,000 |
Retirement_Plans_Details
Retirement Plans (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
item | |||
Defined contribution plans | ' | ' | ' |
Number of defined contribution retirement plans | 6 | ' | ' |
Cost of defined contribution plans | $8.20 | $7.70 | $6.70 |
Contributions to pension funds | $2.20 | $2.10 | $1.80 |
Defined contribution plan - U.S Plans | ' | ' | ' |
Defined contribution plans | ' | ' | ' |
Number of defined contribution retirement plans | 2 | ' | ' |
Defined contribution plan - European and Canadian Plans | ' | ' | ' |
Defined contribution plans | ' | ' | ' |
Number of defined contribution retirement plans | 4 | ' | ' |
Defined contribution plan - European and Canadian Plans | Minimum | ' | ' | ' |
Defined contribution plans | ' | ' | ' |
Entity's contribution to retirement plans as percentage of employees' compensation | 3.00% | ' | ' |
Defined contribution plan - European and Canadian Plans | Maximum | ' | ' | ' |
Defined contribution plans | ' | ' | ' |
Entity's contribution to retirement plans as percentage of employees' compensation | 15.00% | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Jan. 31, 2013 | Jul. 31, 2012 | Jan. 31, 2010 | Dec. 31, 2009 | |
Chief Executive Officer | Chief Executive Officer | Gerald Hagel, vice president and Susan Hagel, spouse | Keymark Enterprises, LLC | Entities related to Keymark | Entities related to Keymark | Entities related to Keymark | Entities related to Keymark | ||||
Simpson Strong-Tie | item | item | |||||||||
Related Party Transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of use of airplanes | ' | $500,000 | $500,000 | $20,000 | $30,000 | ' | ' | ' | ' | ' | ' |
Lease agreement, extended period | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' |
Annual lease payment to lease the property from Mr. Hagel and his wife Susan Hagel, a former employee of Simpson Strong-Tie | 6,900,000 | 6,900,000 | 7,300,000 | ' | ' | 300,000 | ' | ' | ' | ' | ' |
Loans made to related parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | 700,000 |
Number of related entities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 2 |
Interest rate of loans (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.50% | 5.50% |
Loan repayments by related parties | 700,000 | 1,698,000 | 552,000 | ' | ' | ' | ' | 700,000 | 1,700,000 | ' | ' |
Fees for software development | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' |
Software assets acquired | ' | ' | ' | ' | ' | ' | 11,500,000 | ' | ' | ' | ' |
Software assets acquired, net cash payments | ' | ' | ' | ' | ' | ' | $6,200,000 | ' | ' | ' | ' |
Ownership interest given up in exchange for software assets acquired (as a percent) | ' | ' | ' | ' | ' | ' | 46.10% | ' | ' | ' | ' |
StockBased_Compensation_Plans_1
Stock-Based Compensation Plans (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 03, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Feb. 06, 2013 | Feb. 06, 2013 | Feb. 03, 2014 | Dec. 31, 2013 | Feb. 06, 2013 | Feb. 06, 2013 | |
plan | 1994 Plan | 1994 Plan | 1995 Plan | Stock Bonus Plan | Stock Bonus Plan | Stock Bonus Plan | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | Non-Qualified Stock Options | Non-Qualified Stock Options | Unvested Stock Options | Independent directors | Independent directors | Independent directors | Restrictions on awards to certain officers | Restrictions on awards to certain officers | Restrictions on awards to certain officers | |||
Granted on 3 Feb 2011 | Granted on 15 Feb 2011 | Subsequent event | Restricted Stock Units | Restricted Stock Units | Restricted Stock Units | item | Restricted Stock Units | Restricted Stock Units | |||||||||||||
Restrictions lapse (awards vest) on date of award | Restrictions lapse (awards vest) on first, second and third anniversaries of the date of the award | Subsequent event | Restrictions lapse (awards vest) on the third anniversary of the date of the award | Restrictions lapse (awards vest) on the fourth anniversary of the date of the award | |||||||||||||||||
Stock-Based Compensation Plans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of stock-based incentive plans | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of stock option plans superseded | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of executive officers | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' |
Restricted stock unit activity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 264,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Awarded (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 359,000 | ' | 342,950 | ' | ' | ' | ' | ' | 9,975 | ' | ' | ' |
Vested (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | -174,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 448,000 | 264,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding and expected to vest at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 436,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $33.23 | ' | ' | $31.58 | ' | ' | ' | ' | ' | ' | ' | ' |
Awarded (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $31.96 | ' | ' | ' | ' | ' | ' | ' | $32.60 | ' | ' | ' |
Vested (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $32.62 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $32.47 | ' | ' | $40.65 | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $32.48 | $33.23 | ' | $29.35 | $31.58 | ' | ' | ' | ' | ' | ' | ' |
Outstanding and expected to vest at the end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $32.45 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $16,447,000 | ' | ' | $7,539,000 | $5,347,000 | ' | ' | ' | ' | ' | ' | ' |
Outstanding and expected to vest at end of the period (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,021,000 | ' | ' | 7,404,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Closing price per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $36.73 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total intrinsic value of awards vested (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,700,000 | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Black-Scholes option pricing model assumptions for options granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Options Granted (in shares) | 0 | 0 | ' | ' | 1,362,000 | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk Free Interest Rate (as a percent) | ' | ' | ' | ' | 2.62% | 2.92% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend Yield (as a percent) | ' | ' | ' | ' | 1.75% | 1.76% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected Life | ' | ' | ' | ' | '6 years 2 months 12 days | '6 years 7 months 6 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility (as a percent) | ' | ' | ' | ' | 39.00% | 38.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price for options granted, low end of range (in dollars per share) | ' | ' | ' | ' | $29.66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price for options granted, high end of range (in dollars per share) | ' | ' | ' | ' | $32.63 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise Price (in dollars per share) | ' | ' | ' | ' | ' | $29.58 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Fair Value (in dollars per share) | ' | ' | ' | ' | $10.33 | $10.49 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-Qualified Stock Options activity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,907,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -512,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -374,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,021,000 | 1,907,000 | ' | ' | ' | ' | ' | ' | ' |
Outstanding and expected to vest at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,003,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 573,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $33.23 | ' | ' | $31.58 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $29.39 | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $32.47 | ' | ' | $40.65 | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $32.48 | $33.23 | ' | $29.35 | $31.58 | ' | ' | ' | ' | ' | ' | ' |
Outstanding and expected to vest at end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $29.35 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $29.14 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-Average Remaining Contractual Life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | '3 years 9 months 18 days | ' | ' | ' | ' | ' | ' | ' |
Outstanding and expected to vest at end of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at end of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years 10 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,447,000 | ' | ' | 7,539,000 | 5,347,000 | ' | ' | ' | ' | ' | ' | ' |
Outstanding and expected to vest at end of the period (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,021,000 | ' | ' | 7,404,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at end of the period (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,352,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting rights percentage when restrictions lapse | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 25.00% | ' | ' | 75.00% | 25.00% |
Closing price of share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $36.73 | ' | ' | ' | ' | ' | ' | ' | ' |
Total intrinsic value of stock options exercised (in dollars) | 2,600,000 | 1,100,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | 0 | 0 | ' | ' | 1,362,000 | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Shares, Unvested Stock Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unvested at the beginning of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 826,000 | ' | ' | ' | ' | ' | ' |
Vested (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -377,000 | ' | ' | ' | ' | ' | ' |
Forfeited (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,000 | ' | ' | ' | ' | ' | ' |
Unvested at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 448,000 | ' | ' | ' | ' | ' | ' |
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) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10.17 | ' | ' | ' | ' | ' | ' |
Forfeited (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10.33 | ' | ' | ' | ' | ' | ' |
Unvested at the end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10.31 | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost and vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation costs related to unvested stock-based compensation arrangements | 18,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average period for recognition of unrecognized stock-based compensation expense | '1 year 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other disclosures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued and committed to issue | ' | ' | ' | ' | ' | ' | 11,000 | 9,000 | 12,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense recognized in operating expenses | $12,053,000 | $10,205,000 | $6,133,000 | ' | ' | ' | $700,000 | $500,000 | $700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Requisite service period for options to vest | ' | ' | ' | '4 years | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
item | ||||||||||||
Segment Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | $160,322 | $195,877 | $195,596 | $154,535 | $144,686 | $172,113 | $181,703 | $158,734 | $706,329 | $657,236 | $603,446 | ' |
Income (loss) from operations | 11,903 | 30,885 | 29,678 | 9,013 | -937 | 21,990 | 27,148 | 13,508 | 81,478 | 61,709 | 74,057 | ' |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 27,518 | 26,857 | 20,751 | ' |
Impairment of Goodwill | ' | ' | ' | ' | 2,346 | ' | ' | ' | ' | 2,346 | 1,282 | ' |
Impairment of long-lived asset | ' | ' | ' | ' | ' | ' | ' | ' | 1,025 | 803 | 1,094 | ' |
Significant non-cash charges | ' | ' | ' | ' | ' | ' | ' | ' | 12,747 | 10,667 | 6,837 | ' |
Provision for (benefit from) income taxes | 4,289 | 10,870 | 11,177 | 4,256 | -6,785 | 9,069 | 11,347 | 6,372 | 30,593 | 20,003 | 27,886 | ' |
Capital expenditures and asset acquisitions, net of cash acquired | ' | ' | ' | ' | ' | ' | ' | ' | 23,297 | 87,086 | 77,916 | ' |
Total assets | 953,613 | ' | ' | ' | 890,322 | ' | ' | ' | 953,613 | 890,322 | 836,087 | ' |
Cash and short-term investments | 251,208 | ' | ' | ' | 175,553 | ' | ' | ' | 251,208 | 175,553 | 213,817 | 335,049 |
Administrative and all other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease term of entity's facilities in Vacaville | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | 948 | 949 | 950 | ' |
Income (loss) from operations | ' | ' | ' | ' | ' | ' | ' | ' | -2,463 | 1,017 | -1,118 | ' |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 1,293 | 1,466 | 1,497 | ' |
Significant non-cash charges | ' | ' | ' | ' | ' | ' | ' | ' | 2,177 | 2,051 | 1,278 | ' |
Provision for (benefit from) income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 1,416 | 1,099 | 755 | ' |
Capital expenditures and asset acquisitions, net of cash acquired | ' | ' | ' | ' | ' | ' | ' | ' | 9 | ' | 19 | ' |
Total assets | 93,473 | ' | ' | ' | 82,366 | ' | ' | ' | 93,473 | 82,366 | 86,683 | ' |
Cash and short-term investments | 156,000 | ' | ' | ' | 91,900 | ' | ' | ' | 156,000 | 91,900 | 68,500 | ' |
Intersegment elimination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | 21,421 | 21,272 | 16,739 | ' |
North America | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | 572,789 | 522,895 | 474,722 | ' |
Income (loss) from operations | ' | ' | ' | ' | ' | ' | ' | ' | 84,885 | 71,586 | 75,350 | ' |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 17,707 | 16,317 | 13,194 | ' |
Impairment of long-lived asset | ' | ' | ' | ' | ' | ' | ' | ' | ' | 461 | 1,094 | ' |
Significant non-cash charges | ' | ' | ' | ' | ' | ' | ' | ' | 8,867 | 7,369 | 4,464 | ' |
Provision for (benefit from) income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 26,372 | 15,037 | 25,348 | ' |
Capital expenditures and asset acquisitions, net of cash acquired | ' | ' | ' | ' | ' | ' | ' | ' | 19,424 | 23,014 | 72,291 | ' |
Total assets | 627,196 | ' | ' | ' | 583,501 | ' | ' | ' | 627,196 | 583,501 | 540,082 | ' |
North America | Intersegment elimination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | 4,735 | 5,121 | 4,805 | ' |
Europe | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | 117,799 | 122,549 | 118,246 | ' |
Income (loss) from operations | ' | ' | ' | ' | ' | ' | ' | ' | 1,258 | -8,095 | 1,296 | ' |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 7,019 | 7,744 | 4,849 | ' |
Impairment of Goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,346 | 1,282 | ' |
Impairment of long-lived asset | ' | ' | ' | ' | ' | ' | ' | ' | 1,025 | 342 | ' | ' |
Significant non-cash charges | ' | ' | ' | ' | ' | ' | ' | ' | 1,561 | 1,053 | 966 | ' |
Provision for (benefit from) income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 2,906 | 3,544 | 2,588 | ' |
Capital expenditures and asset acquisitions, net of cash acquired | ' | ' | ' | ' | ' | ' | ' | ' | 2,244 | 63,156 | 5,062 | ' |
Total assets | 201,384 | ' | ' | ' | 194,000 | ' | ' | ' | 201,384 | 194,000 | 180,016 | ' |
Europe | Intersegment elimination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | 352 | 430 | 575 | ' |
Asia/Pacific | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | 14,793 | 10,843 | 9,528 | ' |
Income (loss) from operations | ' | ' | ' | ' | ' | ' | ' | ' | -2,202 | -2,799 | -1,471 | ' |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 1,499 | 1,330 | 1,211 | ' |
Significant non-cash charges | ' | ' | ' | ' | ' | ' | ' | ' | 142 | 194 | 129 | ' |
Provision for (benefit from) income taxes | ' | ' | ' | ' | ' | ' | ' | ' | -101 | 323 | -805 | ' |
Capital expenditures and asset acquisitions, net of cash acquired | ' | ' | ' | ' | ' | ' | ' | ' | 1,620 | 916 | 544 | ' |
Total assets | 31,560 | ' | ' | ' | 30,455 | ' | ' | ' | 31,560 | 30,455 | 29,306 | ' |
Asia/Pacific | Intersegment elimination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | 16,334 | 15,721 | 11,359 | ' |
Foreign operating entities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and short-term investments | $96,400 | ' | ' | ' | ' | ' | ' | ' | $96,400 | ' | ' | ' |
Percentage of cash and cash equivalents | 38.40% | ' | ' | ' | ' | ' | ' | ' | 38.40% | ' | ' | ' |
Segment_Information_Details_2
Segment Information (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | $160,322 | $195,877 | $195,596 | $154,535 | $144,686 | $172,113 | $181,703 | $158,734 | $706,329 | $657,236 | $603,446 |
Long-Lived Assets | 212,122 | ' | ' | ' | 216,662 | ' | ' | ' | 212,122 | 216,662 | 205,179 |
Largest customer | Net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of net sales attributable to largest customer | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% |
Wood Construction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 596,849 | 558,113 | 536,131 |
Concrete Construction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 108,341 | 97,967 | 66,031 |
Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 1,139 | 1,156 | 1,284 |
United States | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 531,968 | 479,390 | 433,242 |
Long-Lived Assets | 152,644 | ' | ' | ' | 152,456 | ' | ' | ' | 152,644 | 152,456 | 165,363 |
Canada | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 41,626 | 44,359 | 42,350 |
Long-Lived Assets | 5,763 | ' | ' | ' | 6,182 | ' | ' | ' | 5,763 | 6,182 | 5,964 |
Denmark | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 14,993 | 15,096 | 17,158 |
Long-Lived Assets | 1,907 | ' | ' | ' | 2,252 | ' | ' | ' | 1,907 | 2,252 | 2,607 |
United Kingdom | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 21,852 | 23,504 | 23,598 |
Long-Lived Assets | 1,249 | ' | ' | ' | 1,232 | ' | ' | ' | 1,249 | 1,232 | 1,370 |
France | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 36,708 | 37,826 | 43,319 |
Long-Lived Assets | 9,302 | ' | ' | ' | 10,036 | ' | ' | ' | 9,302 | 10,036 | 10,530 |
Germany | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 26,058 | 27,919 | 27,237 |
Long-Lived Assets | 17,446 | ' | ' | ' | 17,651 | ' | ' | ' | 17,446 | 17,651 | 4,957 |
Switzerland | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 6,019 | 6,653 | ' |
Long-Lived Assets | 11,649 | ' | ' | ' | 11,628 | ' | ' | ' | 11,649 | 11,628 | ' |
Poland | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 5,982 | 4,847 | 3,004 |
Long-Lived Assets | 692 | ' | ' | ' | 795 | ' | ' | ' | 692 | 795 | 224 |
The Netherlands | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 4,306 | 3,336 | ' |
Long-Lived Assets | 63 | ' | ' | ' | 92 | ' | ' | ' | 63 | 92 | ' |
Portugal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 804 | 1,437 | ' |
Long-Lived Assets | 688 | ' | ' | ' | 734 | ' | ' | ' | 688 | 734 | ' |
Ireland | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 31 | 791 | 2,720 |
Long-Lived Assets | ' | ' | ' | ' | 2,757 | ' | ' | ' | ' | 2,757 | 3,075 |
China/Hong Kong | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 9,802 | 6,054 | 4,754 |
Long-Lived Assets | 9,499 | ' | ' | ' | 9,675 | ' | ' | ' | 9,499 | 9,675 | 10,022 |
Australia | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 3,289 | 3,386 | 4,586 |
Long-Lived Assets | 356 | ' | ' | ' | 441 | ' | ' | ' | 356 | 441 | 369 |
New Zealand | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 1,701 | 1,404 | 188 |
Long-Lived Assets | 125 | ' | ' | ' | 154 | ' | ' | ' | 125 | 154 | 138 |
Other countries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales and long-lived assets by geographical area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 1,190 | 1,234 | 1,290 |
Long-Lived Assets | $739 | ' | ' | ' | $577 | ' | ' | ' | $739 | $577 | $560 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 03, 2014 |
Subsequent event | |||||||||||
Subsequent Events | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash dividends declared per common share (in dollars per share) | $0.13 | $0.13 | $0.13 | $0.25 | $0.13 | $0.13 | $0.13 | $0.38 | $0.63 | $0.50 | $0.13 |
Common stock repurchase, authorized amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50 |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Selected Quarterly Financial Data (Unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | $160,322 | $195,877 | $195,596 | $154,535 | $144,686 | $172,113 | $181,703 | $158,734 | $706,329 | $657,236 | $603,446 |
Cost of sales | 90,331 | 105,724 | 106,176 | 89,561 | 89,482 | 96,390 | 98,557 | 89,329 | 391,791 | 373,759 | 332,642 |
Gross profit | 69,991 | 90,153 | 89,420 | 64,974 | 55,204 | 75,723 | 83,146 | 69,405 | 314,538 | 283,477 | 270,804 |
Research and development and other engineering | 9,825 | 9,226 | 9,484 | 8,308 | 8,763 | 8,916 | 9,043 | 9,198 | 36,843 | 35,919 | 25,886 |
Selling | 21,448 | 20,630 | 21,652 | 21,371 | 21,109 | 20,941 | 19,881 | 20,432 | 85,102 | 82,364 | 73,568 |
General and administrative | 25,411 | 28,781 | 28,595 | 26,290 | 23,799 | 23,843 | 27,087 | 26,244 | 109,077 | 100,973 | 95,820 |
Impairment of Goodwill | ' | ' | ' | ' | 2,346 | ' | ' | ' | ' | 2,346 | 1,282 |
Loss (gain) on sale of assets | 1,404 | 631 | 11 | -8 | 124 | 33 | -13 | 23 | 2,038 | 166 | 191 |
Income from operations | 11,903 | 30,885 | 29,678 | 9,013 | -937 | 21,990 | 27,148 | 13,508 | 81,478 | 61,709 | 74,057 |
Interest income, net | 54 | -9 | 1 | 38 | 35 | 55 | 58 | 65 | ' | ' | ' |
Income before taxes | 11,957 | 30,876 | 29,679 | 9,051 | -902 | 22,045 | 27,206 | 13,573 | 81,564 | 61,921 | 78,786 |
Provision for (benefit from) income taxes | 4,289 | 10,870 | 11,177 | 4,256 | -6,785 | 9,069 | 11,347 | 6,372 | 30,593 | 20,003 | 27,886 |
Net income | $7,668 | $20,006 | $18,502 | $4,795 | $5,883 | $12,976 | $15,859 | $7,201 | $50,971 | $41,918 | $50,900 |
Earnings per common share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in dollars per share) | $0.16 | $0.41 | $0.38 | $0.10 | $0.12 | $0.27 | $0.33 | $0.15 | $1.05 | $0.87 | $1.04 |
Diluted (in dollars per share) | $0.16 | $0.41 | $0.38 | $0.10 | $0.12 | $0.27 | $0.33 | $0.15 | $1.05 | $0.87 | $1.04 |
Cash dividends declared per common share (in dollars per share) | $0.13 | $0.13 | $0.13 | ' | $0.25 | $0.13 | $0.13 | $0.13 | $0.38 | $0.63 | $0.50 |
SCHEDULE_II_VALUATION_AND_QUAL1
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Allowance for doubtful accounts | ' | ' | ' |
Valuation and qualifying accounts | ' | ' | ' |
Balance at Beginning of Year | $1,287 | $991 | $1,344 |
Charged to Costs and Expenses | -48 | 355 | 67 |
Deductions | 294 | 59 | 420 |
Balance at End of Year | 945 | 1,287 | 991 |
Allowance for sales discounts | ' | ' | ' |
Valuation and qualifying accounts | ' | ' | ' |
Balance at Beginning of Year | 1,632 | 1,231 | 1,181 |
Charged to Costs and Expenses | -181 | 401 | 50 |
Balance at End of Year | 1,451 | 1,632 | 1,231 |
Allowance for deferred tax assets | ' | ' | ' |
Valuation and qualifying accounts | ' | ' | ' |
Balance at Beginning of Year | 9,720 | 6,279 | 7,167 |
Charged to Costs and Expenses | 1,458 | 3,600 | 1,082 |
Deductions | 5,632 | 159 | 1,970 |
Balance at End of Year | $5,546 | $9,720 | $6,279 |