8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2023

Simpson Manufacturing Co., Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-13429	94-3196943
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

5956 W. Las Positas Boulevard, Pleasanton, CA 94588

(Address of principal executive offices)

(Registrant’s telephone number, including area code): (925) 560-9000

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	SSD	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 23, 2023, Simpson Manufacturing Co., Inc. issued a press release announcing financial results for the quarter ended September 30, 2023, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

This information is furnished pursuant to Item 2.02 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release datedOctober23, 2023
104	Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Simpson Manufacturing Co., Inc.
		(Registrant)
DATE:	October 23, 2023	By	/s/ Brian J. Magstadt
			Brian J. Magstadt
			Chief Financial Officer

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Document

Exhibit 99.1        Press Release dated October 23, 2023

SIMPSON MANUFACTURING CO., INC. ANNOUNCES 2023 THIRD QUARTER FINANCIAL RESULTS

Pleasanton, CA – October 23, 2023

l	Net sales of $580.1 million increased 4.8% year-over-year
l	Income from operations of $140.2 million increased 14.2% year-over-year
l	Diluted earnings per share of $2.43 increased 18.0% year-over-year
l	Declared $0.27 per share quarterly cash dividend

Simpson Manufacturing Co., Inc. (the “Company”) (NYSE: SSD), an industry leader in engineered structural connectors and building solutions, today announced its financial results for the third quarter of 2023. Refer to the “Segment and Product Group Information” table below for additional segment information (including information about the Company’s Asia/Pacific segment and Administrative and All Other segment).

All comparisons below (which are generally indicated by words such as “increased,” “decreased,” “remained,” or “compared to”), unless otherwise noted, are comparing the quarter ended September 30, 2023, with the quarter ended September 30, 2022.

2023 Third Quarter Financial Highlights

•Consolidated net sales of $580.1 million increased 4.8% from $553.7 million.

◦North America net sales of $456.8 million increased 4.4% from $437.8 million, mostly due to higher volumes partially offset by price decreases in effect earlier in 2023.

◦Europe net sales of $119.0 million increased 6.4% from $111.9 million, primarily due to the positive effect of approximately $7.9 million in foreign currency translation, partly offset by lower volumes.

•Consolidated gross profit of $282.9 million increased 15.7% from $244.5 million. Gross margin increased to 48.8% from 44.2%.

◦North America gross margin increased to 51.8% from 47.5%, primarily due to lower raw material costs, offset by higher warehouse and freight costs, as a percentage of net sales.

◦Europe gross margin increased to 37.9% from 31.5%, primarily due to a decrease in raw material costs as a percentage of net sales. Cost of sales in the prior year period included a $2.9 million inventory fair-value adjustment as a result of purchase accounting with respect to the acquisition of FIXCO Invest S.A.S ("ETANCO").

•Consolidated income from operations of $140.2 million increased 14.2% from $122.8 million. The increase was primarily due to increased consolidated gross profit, which was partly offset by higher operating expenses, including increased variable compensation and personnel costs as a result of the increase in the number of employees supporting production, engineering and sales activities. Operating expenses were partly offset by lower acquisition and integration costs including lower professional fees. Consolidated operating margin increased to 24.2% from 22.2%.

◦North America income from operations of $135.6 million increased 6.5% from $127.3 million. The increase was primarily due to higher gross profit, which was partly offset by increased personnel costs from the increase in the number of employees supporting production, engineering and sales activities and variable compensation.

◦Europe income from operations of $15.5 million increased 151.3% from $6.1 million, primarily due to higher gross profit (partly due to the prior year $2.9 million raw material fair-value adjustment as noted above) and lower acquisition and integration costs, which were partly offset by increases in personnel costs and variable compensation.

•Net income was $104.0 million, or $2.43 per diluted share of the Company's common stock, compared to net income of $88.2 million, or $2.06 per diluted share.

•Cash flow provided by operating activities increased approximately $79.7 million from $124.9 million to $204.6 million, mostly from increases in net income and decreases in working capital.

•Cash flow used in investing activities increased approximately $9.8 million from $12.0 million to $21.8 million. Capital expenditures were approximately $22.5 million compared to $9.7 million.

Management Commentary

“We delivered solid financial performance in a challenging operating environment with third quarter net sales of $580.1 million increasing 4.8% over the prior year quarter led by improved volumes in our North America segment,” commented Mike Olosky, President and Chief Executive Officer of Simpson Manufacturing Co., Inc. "We achieved double-digit volume growth year-over-year in our commercial, national retail and building technology markets as we have continued to execute on our strategies, enabling us to win new applications and customers. While Europe net sales were relatively flat year-over-year on a local currency basis, our gross margin has continued to improve versus historical levels and ETANCO continues to perform well.”

Mr. Olosky concluded, “While 2023 U.S. housing starts will likely finish below 2022 levels, we continue to believe in the sustainable strength of the housing market in the mid to long-term given the shortage of new housing. However, based on the current interest rate environment and the resultant impact on the housing market, we anticipate that our fourth quarter 2023 results will start reflecting some downward pressure, in addition to typical seasonality, compared to the third quarter of 2023. Further, while our operations throughout the Company were mostly down for approximately three days in mid-October due to a cybersecurity incident, the swift actions of our dedicated team and commitment to our customers led us to resume shipments to clear our backlog within just one week. Looking ahead, we continue to believe that we have ample opportunities to pursue our growth initiatives and enhance stockholder value over time.”

Corporate Developments

•On October 19, 2023, the Company’s Board of Directors (the "Board") declared a quarterly cash dividend of $0.27 per share, estimated to be $11.5 million in total. The dividend will be payable on January 25, 2024, to the Company's stockholders of record as of January 4, 2024.

Business Outlook

The Company has updated its 2023 financial outlook based on three quarters of financial information to reflect its latest expectations regarding demand trends, raw material costs and operating expenses. Based on business trends and conditions as of today, October 23, 2023, the Company's outlook for the full fiscal year ending December 31, 2023 is as follows:

•Operating margin is now estimated to be in the range of 22.0% to 22.5%.

•The effective tax rate is estimated to be in the range of 25% to 26%, including both federal and state income tax rates and assuming no tax law changes are enacted.

•Capital expenditures are estimated to be approximately $100.0 million depending on a number of various external factors.

•The Company continues to make progress on its efforts to integrate ETANCO into its operations and to realize previously identified offensive and defensive synergies in the years ahead. However, the Company expects these efforts will result in ongoing integration costs through 2023 and beyond.

Conference Call Details

Investors, analysts and other interested parties are invited to join the Company’s third quarter 2023 financial results conference call on Monday, October 23, 2023, at 5:00 pm Eastern Time (2:00 pm Pacific Time). To participate, callers may dial (877) 407-0792 (U.S. and Canada) or (201) 689-8263 (International) approximately 10 minutes prior to the start time. The call will be webcast simultaneously and can be accessed through https://viavidwebcastscom/startherejsp?ei=1634882&tp_key=4c1fcebd79 or a link on the Company’s website at ir.simpsonmfg.com. For those unable to participate during the live broadcast, a replay of the call will also be available beginning that same day at 8:00 p.m. Eastern Time until 11:59 p.m. Eastern Time on Monday, November 6, 2023 by dialing (844) 512–2921 (U.S. and Canada) or (412) 317–6671 (International) and entering the conference ID: 13741278. The webcast will remain posted on the Investor Relations section of Simpson's website at ir.simpsonmfg.com for 90 days.

A copy of this earnings release will be available prior to the call, accessible through the Investor Relations section of the Company's website at ir.simpsonmfg.com.

About Simpson Manufacturing Co., Inc.

Simpson Manufacturing Co., Inc., headquartered in Pleasanton, California, through its subsidiaries, including Simpson Strong-Tie Company Inc., designs, engineers and is a leading manufacturer of wood construction products, including connectors, truss plates, fastening systems, fasteners and shear walls, and concrete construction products, including adhesives, specialty chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials. The Company primarily supplies its building product solutions to both the residential and commercial markets in North America and Europe. The Company's common stock trades on the New York Stock Exchange under the symbol "SSD."

Copies of Simpson Manufacturing's Annual Report to Stockholders and its proxy statements and other SEC filings, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, are made available free of charge on the company's web site on the same day they are filed with the SEC. To view these filings, visit the Investor Relations section of the Company's web site at ir.simpsonmfg.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally can be identified by words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "outlook," "target," "continue," "predict," "project," "change," "result," "future," "will," "could," "can," "may," "likely," "potentially," or similar expressions. Forward-looking statements are all statements other than those of historical fact and include, but are not limited to, statements about future financial and operating results, our plans, objectives, business outlook, priorities, expectations and intentions, expectations for sales and market growth, comparable sales, earnings and performance, stockholder value, capital expenditures, cash flows, the housing market, the home improvement industry, demand for services, share repurchases, our ongoing integration of ETANCO, our strategic initiatives, including the impact of these initiatives on our strategic and operational plans and financial results, and any statement of an assumption underlying any of the foregoing.

Forward-looking statements are subject to inherent uncertainties, risks and other factors that are difficult to predict and could cause our actual results to vary in material respects from what we have expressed or implied by these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those expressed in or implied by our forward-looking statements include the effect of global pandemics such as the COVID-19 pandemic and other widespread public health crisis and their effects on the global economy, the effects of inflation and labor and supply shortages, on our operations, the operations of our customers, suppliers and business partners, and our ongoing integration of ETANCO, as well as those discussed in the "Risk Factors" and " Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other reports we file with the SEC.

We caution that you should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Readers are urged to carefully review and consider the various disclosures made in our reports filed with the SEC that advise of the risks and factors that may affect our business, results of operations and financial condition.

Simpson Manufacturing Co., Inc. and Subsidiaries

UNAUDITED Consolidated Condensed Statements of Operations

(In thousands, except per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net sales	$	580,084	$	553,662	$	1,712,093	$	1,640,464
Cost of sales	297,167		309,139		888,835		899,828
Gross profit	282,917		244,523		823,258		740,636
Research and development and engineering expense	24,751		17,084		67,035		49,892
Selling expense	52,391		42,539		151,497		124,449
General and administrative expense	64,793		60,319		197,267		172,511
Total operating expenses	141,935		119,942		415,799		346,852
Acquisition and integration related costs	785		1,866		4,086		14,681
Gain on disposal of assets	(16)		(100)		(223)		(1,227)
Income from operations	140,213		122,815		403,596		380,330
Interest income (expense), net and other	1,292		(2,983)		18		(6,568)
Other & foreign exchange loss, net	(1,429)		(1,707)		(1,471)		(3,814)
Income before taxes	140,076		118,125		402,143		369,948
Provision for income taxes	36,055		29,882		102,958		93,559
Net income	$	104,021	$	88,243	$	299,185	$	276,389
Earnings per common share:
Basic	$	2.44	$	2.06	$	7.01	$	6.42
Diluted	$	2.43	$	2.06	$	6.98	$	6.40
Weighted average shares outstanding:
Basic	42,673		42,813		42,651		43,044
Diluted	42,882		42,916		42,893		43,173
Cash dividend declared per common share	$	0.27	$	0.26	$	0.80	$	0.77
Other data:
Depreciation and amortization	$	18,180	$	16,197	$	54,224	$	44,521
Pre-tax equity-based compensation expense	$	6,625	$	3,546	$	17,789	$	12,986

Simpson Manufacturing Co., Inc. and Subsidiaries

UNAUDITED Consolidated Condensed Balance Sheets

(In thousands)

	September 30,				December 31,
	2023		2022		2022
Cash and cash equivalents	$	571,006	$	309,262	$	300,742
Trade accounts receivable, net	351,164		334,449		269,124
Inventories	504,446		540,020		556,801
Other current assets	45,052		48,416		52,583
Total current assets	1,471,668		1,232,147		1,179,250
Property, plant and equipment, net	382,508		341,233		361,555
Operating lease right-of-use assets	66,144		48,196		57,652
Goodwill	483,413		467,990		495,672
Intangible assets, net	356,450		330,533		362,917
Other noncurrent assets	48,773		84,159		46,925
Total assets	$	2,808,956	$	2,504,258	$	2,503,971
Trade accounts payable	$	95,267	$	98,646	$	97,841
Long-term debt, current portion	22,500		22,500		22,500
Accrued liabilities and other current liabilities	309,802		225,020		228,222
Total current liabilities	427,569		346,166		348,563
Operating lease liabilities, net of current portion	53,808		38,650		46,882
Long-term debt, net of current portion and issuance costs	539,072		660,164		554,539
Deferred income tax and other long-term liabilities	119,015		121,723		140,608
Stockholders' equity	1,669,492		1,337,555		1,413,379
Total liabilities and stockholders' equity	$	2,808,956	$	2,504,258	$	2,503,971

Simpson Manufacturing Co., Inc. and Subsidiaries

UNAUDITED Segment and Product Group Information

(In thousands)

		Three Months Ended							Nine Months Ended
		September 30,						%	September 30,						%
		2023			2022			change*	2023			2022			change*
Net Sales by Reporting Segment
	North America	$	456,820		$	437,770		4.4%	$	1,328,617		$	1,332,911		(0.3)%
	Percentage of total net sales	78.8		%	79.1		%		77.6		%	81.3		%
	Europe	119,043			111,903			6.4%	371,074			296,592			25.1%
	Percentage of total net sales	20.5		%	20.2		%		21.7		%	18.1		%
	Asia/Pacific	4,221			3,989			5.8%	12,402			10,961			13.1%
		$	580,084		$	553,662		4.8%	$	1,712,093		$	1,640,464		4.4%
Net Sales by Product Group**
	Wood Construction	$	495,623		$	478,554		3.6%	$	1,468,585		$	1,428,745		2.8%
	Percentage of total net sales	85.4		%	86.4		%		85.8		%	87.1		%
	Concrete Construction	84,141			74,933			12.3%	242,131			211,119			14.7%
	Percentage of total net sales	14.5		%	13.5		%		14.1		%	12.9		%
	Other	320			175			82.9%	1,377			600			129.3
		$	580,084		$	553,662		4.8%	$	1,712,093		$	1,640,464		4.4%
Gross Profit (Loss) by Reporting Segment
	North America	$	236,451		$	207,948		13.7%	$	680,218		$	645,166		5.4%
	North America gross margin	51.8		%	47.5		%		51.2		%	48.4		%
	Europe	45,115			35,215			28.1%	139,538			91,691			52.2%
	Europe gross margin	37.9		%	31.5		%		37.6		%	30.9		%
	Asia/Pacific	1,771			1,402			N/M	4,515			3,948			N/M
	Administrative and all other	(420)			(42)			N/M	(1,013)			(169)			N/M
		$	282,917		$	244,523		15.7%	$	823,258		$	740,636		11.2%
Income (Loss) from Operations
	North America	$	135,633		$	127,318		6.5%	$	393,456		$	400,336		(1.7)%
	North America operating margin	29.7		%	29.1		%		29.6		%	30.0		%
	Europe	15,450			6,149			151.3%	42,894			10,339			314.9%
	Europe operating margin	13.0		%	5.5		%		11.6		%	3.5		%
	Asia/Pacific	477			234			N/M	718			898			N/M
	Administrative and all other	(11,347)			(10,886)			N/M	(33,472)			(31,243)			N/M
		$	140,213		$	122,815		14.2%	$	403,596		$	380,330		6.1%		*	Unfavorable percentage changes are presented in parentheses, if any.
---	---
**	The Company manages its business by geographic segment but presents sales by product group as additional information.
N/M	Statistic is not material or not meaningful.

CONTACT:

Addo Investor Relations

investor.relations@strongtie.com

(310) 829-5400

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