SSD 10-Q
Simpson Manufacturing Co., Inc. (SSD)
10-Q
2023-11-07
For: 2023-09-30
View Original
Added on
April 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended: September 30, 2023
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number: 1-13429
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation | (I.R.S. Employer | |||||||
| or organization) | Identification No.) | |||||||
(Address of principal executive offices, including zip code)
(925 ) 560-9000
(Registrant’s telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ý | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
The number of shares of the registrant’s common stock outstanding as of October 27, 2023: 42,672,921
Simpson Manufacturing Co., Inc. and Subsidiaries
TABLE OF CONTENTS
Part I - Financial Information
| Item 1 - Financial Statements | ||||||||
| Page No. | ||||||||
| Part II - Other Information | ||||||||
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, unaudited)
| September 30, | December 31, | ||||||||||||||||
| 2023 | 2022 | 2022 | |||||||||||||||
| ASSETS | |||||||||||||||||
| Current assets | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||
| Trade accounts receivable, net | |||||||||||||||||
| Inventories | |||||||||||||||||
| Other current assets | |||||||||||||||||
| Total current assets | |||||||||||||||||
| Property, plant and equipment, net | |||||||||||||||||
| Operating lease right-of-use assets | |||||||||||||||||
| Goodwill | |||||||||||||||||
| Intangible assets, net | |||||||||||||||||
| Other noncurrent assets | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Trade accounts payable | $ | $ | $ | ||||||||||||||
| Income tax payable | |||||||||||||||||
| Accrued liabilities and other current liabilities | |||||||||||||||||
| Long-term debt, current portion | |||||||||||||||||
| Total current liabilities | |||||||||||||||||
| Operating lease liabilities | |||||||||||||||||
| Long-term debt, net of issuance costs | |||||||||||||||||
| Deferred income tax and other long-term liabilities | |||||||||||||||||
| Total liabilities | |||||||||||||||||
| Commitments and contingencies (see Note 13) | |||||||||||||||||
| Stockholders’ equity | |||||||||||||||||
| Common stock, at par value | |||||||||||||||||
| Additional paid-in capital | |||||||||||||||||
| Retained earnings | |||||||||||||||||
| Treasury stock | ( | ||||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ( | ||||||||||||||
| Total stockholders’ equity | |||||||||||||||||
| Total liabilities and stockholders’ equity | $ | $ | $ | ||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
4
Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings and Comprehensive Income
(In thousands except per-share amounts, unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development and other engineering | |||||||||||||||||||||||
| Selling | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Acquisition and integration related costs | |||||||||||||||||||||||
| Net gain on disposal of assets | ( | ( | ( | ( | |||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Interest income (expense), net and other finance costs | ( | ( | |||||||||||||||||||||
| Other & foreign exchange loss, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
| Translation adjustment | ( | ( | ( | ( | |||||||||||||||||||
| Unamortized pension adjustments | ( | ||||||||||||||||||||||
| Cash flow hedge adjustment, net of tax | ( | ||||||||||||||||||||||
| Comprehensive net income | $ | $ | $ | $ | |||||||||||||||||||
| Net income per common share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Cash dividends declared per common share | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
5
Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands except per-share data, unaudited)
Three Months Ended September 30, 2023 and 2022
| Common Stock | Additional Paid-in | Retained | Accumulated Other Comprehensive | Treasury | |||||||||||||||||||
| Shares | Par Value | Capital | Earnings | Loss | Stock | Total | |||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Translation adjustment, net of tax | — | — | — | — | ( | — | ( | ||||||||||||||||
| Pension adjustment and other, net of tax | — | — | — | — | ( | — | ( | ||||||||||||||||
| Cash flow hedges, net of tax | — | — | — | — | — | ||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||
| Cash dividends declared on common stock, $0.27 per share | — | — | — | ( | — | — | ( | ||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Translation adjustment and other, net of tax | — | — | — | — | ( | — | ( | ||||||||||||||||
| Derivative instrument adjustments, net of tax | — | — | — | — | — | ||||||||||||||||||
| Pension adjustment and other, net of tax | — | — | — | — | — | ||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||
| Shares issued from release of Restricted Stock Units | — | — | — | ||||||||||||||||||||
| Repurchase of common stock | ( | — | — | — | — | ( | ( | ||||||||||||||||
| Cash dividends declared on common stock, $0.26 per share | — | — | — | ( | — | — | ( | ||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
6
Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands except per-share data, unaudited)
Nine Months Ended September 30, 2023 and 2022
| Common Stock | Additional Paid-in | Retained | Accumulated Other Comprehensive | Treasury | |||||||||||||||||||
| Shares | Par Value | Capital | Earnings | Loss | Stock | Total | |||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Translation adjustment, net of tax | — | — | — | — | ( | — | ( | ||||||||||||||||
| Pension adjustment and other, net of tax | — | — | — | — | — | ||||||||||||||||||
| Cash flow hedges, net of tax | — | — | — | — | ( | — | ( | ||||||||||||||||
| Stock-based compensation | — | — | — | ||||||||||||||||||||
| Shares issued from release of Restricted Stock Units | ( | — | — | — | ( | ||||||||||||||||||
| Cash dividends declared on common stock, $0.80 per share | — | — | — | ( | — | — | ( | ||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Translation adjustment, net of tax | — | — | — | — | ( | — | ( | ||||||||||||||||
| Pension adjustment and other, net of tax | — | — | — | — | — | ||||||||||||||||||
| Cash flow hedges, net of tax | — | — | — | — | — | ||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||
| Shares issued from release of Restricted Stock Units | ( | — | — | — | ( | ||||||||||||||||||
| Repurchase of common stock | ( | — | — | — | — | ( | ( | ||||||||||||||||
| Cash dividends declared on common stock, $0.77 per share | — | — | — | ( | — | — | ( | ||||||||||||||||
| Common stock issued at $139.07 per share for stock bonus | — | — | — | ||||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
7
Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands, unaudited)
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Gain on sale of assets and other | ( | ( | ||||||
| Depreciation and amortization | ||||||||
| Noncash lease expense | ||||||||
| Inventory step-up expense | ||||||||
| (Gain) loss in equity method investment, before tax | ( | |||||||
| Deferred income taxes | ( | ( | ||||||
| Noncash compensation related to stock plans | ||||||||
| Provision for doubtful accounts | ||||||||
| Deferred hedge gain | ( | ( | ||||||
| Changes in operating assets and liabilities | ||||||||
| Trade accounts receivable | ( | ( | ||||||
| Inventories | ( | |||||||
| Trade accounts payable | ( | |||||||
| Income taxes payable | ||||||||
| Other current assets | ( | |||||||
| Accrued liabilities and other current liabilities | ||||||||
| Other noncurrent assets and liabilities | ( | ( | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities | ||||||||
| Capital expenditures | ( | ( | ||||||
Acquisitions, net of cash acquired | ( | ( | ||||||
| Equity method investments | ( | ( | ||||||
| Proceeds from sale of property and equipment | ||||||||
| Proceeds from sale of business | ||||||||
| Terminated forward contract | ||||||||
| Net cash used in investing activities | ( | ( | ||||||
| Cash flows from financing activities | ||||||||
| Termination of cash flow hedge | ||||||||
| Repurchase of common stock | ( | |||||||
| Proceeds from borrowing under lines of credit and term loan | ||||||||
| Repayments of lines of credit and term loan | ( | ( | ||||||
| Debt issuance costs | ( | |||||||
| Dividends paid | ( | ( | ||||||
| Cash paid on behalf of employees for shares withheld | ( | ( | ||||||
| Net cash provided by (used in) financing activities | ( | |||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | |||||||
Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Noncash activity during the period | ||||||||
| Noncash capital expenditures | $ | $ | ||||||
| Dividends declared but not paid | ||||||||
| Issuance of Company’s common stock for compensation | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
8
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
Principles of Consolidation
The accompanying Condensed Consolidated Financial Statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries (collectively, the “Company”). Investments in 50% or less owned entities are accounted for using either the cost or the equity method. All significant intercompany transactions have been eliminated.
Use of Estimates
Interim Reporting Period
The accompanying unaudited quarterly Condensed Consolidated Financial Statements have been prepared in accordance with GAAP pursuant to the rules and regulations for reporting interim financial information and instructions on Form 10-Q. Accordingly, certain information and footnotes required by GAAP have been condensed or omitted. These interim statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”).
The unaudited quarterly Condensed Consolidated Financial Statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial information set forth therein in accordance with GAAP. The year-end Condensed Consolidated Balance Sheet data provided herein were derived from audited consolidated financial statements included in the 2022 Form 10-K, but do not include all disclosures required by GAAP. The Company’s quarterly results fluctuate. As a result, the Company believes the results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any future periods.
Revenue Recognition
9
Net Income Per Common Share
The Company calculates net income per common share based on the weighted-average number of shares of the Company's common stock outstanding during the period. Potentially dilutive securities are included in the diluted per-share calculations using the treasury stock method for all periods when the effect of their inclusion is dilutive.
Accounting for Leases
The Company has operating and finance leases for certain facilities, equipment, autos and data centers. As an accounting policy for short-term leases, the Company elected to not recognize a right-of-use ("ROU") asset and liability if, at the commencement date, the lease (1) has a term of 12 months or less and (2) does not include renewal and purchase options that the Company is reasonably certain to exercise. Monthly payments on short-term leases are recognized on a straight-line basis over the full lease term.
Accounting for Stock-Based Compensation
The Company recognizes stock-based compensation expense related to the estimated fair value of restricted stock awards on a straight-line basis, net of estimated forfeitures, over the requisite service period of the awards, which is generally the vesting term of three or four years . Stock-based expense related to performance share grants are measured based on grant date fair value and expensed on a graded basis over the service period of the awards, which is generally a performance period of three years . The performance conditions are based on the Company's achievement of revenue growth and return on invested capital over the performance period, and are evaluated for the probability of vesting at the end of each reporting period with changes in expected results recognized as an adjustment to expense. The assumptions used to calculate the fair value of restricted stock grants are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience.
Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between unrelated market participants. As such, fair value is a market-based measurement that is determined based on assumptions that unrelated market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified under a three-tier fair valuation hierarchy based on the observability of the inputs available in the market: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying amounts of trade accounts receivable, accounts payable, accrued liabilities and other current liabilities approximate fair value due to the short-term nature of these instruments. The fair values of the Company's interest rate and foreign currency contracts are classified as Level 2 within the fair value hierarchy. The fair values of the Company’s contingent consideration related to acquisitions and equity investments are classified as Level 3 within the fair value hierarchy, as these amounts are based on unobservable inputs developed using management's estimates and entity-specific assumptions, which reflect those that market participants would use, and are evaluated on an ongoing basis.
10
The following tables summarize financial assets and liabilities measured at fair value as of September 30, 2023 and 2022:
| 2023 | 2022 | ||||||||||||||||||||||
(in millions) | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Cash equivalents (1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Derivative instruments - assets (2) | |||||||||||||||||||||||
Derivative instruments - liabilities (2) | ( | ||||||||||||||||||||||
| Contingent considerations | |||||||||||||||||||||||
1) The carrying amounts of cash equivalents, representing United States Treasury securities and money market funds traded in an active market with relatively short maturities, are reported on the consolidated balance sheet as of September 30, 2023 and 2022 as a component of "Cash and cash equivalents".
(2) Derivatives for interest rate, foreign exchange and forward swap contracts are discussed in Note 8.
The carrying amounts of the term loan and revolver approximate fair value as of September 30, 2023 based upon its terms and conditions in comparison to debt instruments with similar terms and conditions available on the same date.
Derivative Instruments
The Company uses derivative instruments as a risk management tool to mitigate the potential impact of certain market risks. Foreign currency and interest rate risk are the primary market risks the Company manages through the use of derivative instruments, which are accounted for as cash flow hedges or net investment hedges under the accounting standards and carried at fair value as other current or noncurrent assets or as other current or other long-term liabilities. Assets and liabilities with the legal right of offset have been netted. Net deferred gains and losses related to changes in fair value of cash flow hedges are included in accumulated other comprehensive income/loss ("OCI"), a component of stockholders' equity, and are reclassified into the line item in the Condensed Consolidated Statement of Earnings and Comprehensive Income in which the hedged items are recorded in the same period the hedged item affects earnings. The effective portion of gains and losses attributable to net investment hedges is recorded net of tax to OCI to offset the change in the carrying value of the net investment being hedged. Recognition in earnings of amounts previously recorded to OCI are limited to circumstances such as complete or substantially complete liquidation of the net investment in the hedged foreign operation. Changes in fair value of any derivatives that are determined to be ineffective are immediately reclassified from OCI into earnings.
Current Estimated Credit Loss - Allowance for Doubtful Accounts
The Company maintains an allowance for doubtful accounts receivable for estimated future expected credit losses resulting from customers' failure to make payments on its accounts receivable. The Company determines the estimate of the allowance for doubtful accounts receivable by considering several factors, including (1) specific information on the financial condition and the current creditworthiness of customers, (2) credit rating, (3) payment history and historical experience, (4) aging of the accounts receivable, (5) reasonable and supportable forecasts about collectability, and (6) current market and economic conditions, and expectations of the future market and economic conditions. The Company also reserves 100 % of the amounts deemed uncollectible due to a customer's deteriorating financial condition or bankruptcy.
Every quarter, the Company evaluates the collectability based on customer group using the accounts receivable aging report and its best judgment when considering changes in customers' credit ratings, level of delinquency, customers' historical payments and loss experience, current market and economic conditions, and expectations of future market and economic conditions.
The changes in the allowance for doubtful accounts receivable for the nine months ended September 30, 2023 are outlined in the table below:
Balance at | Balance at | |||||||||||||
(in thousands) | December 31, 2022 | Expense (Deductions), net | Write-Offs1 | September 30, 2023 | ||||||||||
Allowance for doubtful accounts | $ | ( | $ | |||||||||||
1Amount is net of recoveries and the effect of foreign currency fluctuations.
11
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 arising from 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. This method gives consideration to the future tax consequences of the deferred income tax items and immediately recognizes changes in income tax laws in the year of enactment.
The Company uses an estimated annual tax rate to measure the tax benefit or tax expense recognized in each interim period.
Prior years' income tax payable was separated in "Condensed Consolidated Balance Sheets" and "Condensed Consolidated Statements of Cash Flows" to conform to the 2023 presentation basis. The change had no effect on net income or stockholders' equity as previously reported.
Accounting Standards Not Yet Adopted
We believe that all recently issued accounting pronouncements from the Financial Accounting Standards Board ("FASB") do not apply to us or will not have a material impact to the Condensed Consolidated Financial Statements.
12
2. Revenue from Contracts with Customers
Disaggregated Revenue
The Company disaggregates net sales into the following major product groups as described in its segment information included in these interim financial statements under Note 14.
Wood Construction Products Revenue. Wood construction products represented approximately 85 % and 87 % of total net sales for the nine months ended September 30, 2023 and 2022, respectively.
Concrete Construction Products Revenue. Concrete construction products represented approximately 14 % and 13 % of total net sales for the nine months ended September 30, 2023 and 2022 respectively.
Customer Acceptance Criteria. Generally, there are no customer acceptance criteria included in the Company's standard sales agreement with customers. When an arrangement with the customer does not meet the criteria to be accounted for as a revenue contract under the standard, the Company recognizes revenue in the amount of nonrefundable consideration received when the Company has transferred control of the goods or services and has stopped transferring (and has no obligation to transfer) additional goods or services. The Company offers certain customers discounts for paying invoices ahead of the due date, which are generally 30 to 60 days after the issue date.
Other Revenue. Service sales, representing after-market repair and maintenance, engineering activities and software license sales and services were less than 0.5 % of total net sales and recognized as the services are completed or by transferring control over a product to a customer at a point in time. Services may be sold separately or in bundled packages. The typical contract length for a service is generally less than one year. For bundled packages, the Company accounts for individual services separately when they are distinct within the context of the contract. A distinct service is separately identifiable from other items in the bundled package if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration (including any discounts) is allocated between separate services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the services.
Reconciliation of contract balances
Contract assets are the rights to consideration in exchange for goods or services that the Company has transferred to a customer when that right is conditional on something other than the passage of time. Contract liabilities are recorded for any services billed to customers and not yet recognizable if the contract period has commenced or for the amount collected from customers in advance of the contract period commencing. As of September 30, 2023, the Company had no contract assets or contract liabilities from contracts with customers.
3. Acquisition
On April 1, 2022, the Company completed its acquisition (the "Acquisition") of 100 % of the outstanding equity interest of FIXCO Invest S.A.S. (together with its subsidiaries, "ETANCO") for total purchase consideration of $805.4 million, net of cash acquired. The Acquisition was completed pursuant to the securities purchase agreement dated January 26, 2022, as amended, by and among the Company, Fastco Investment, Fastco Financing, LRLUX and certain other security holders. The purchase price for the Acquisition was paid using cash on hand and borrowings in the amount of $250.0 million under the revolving credit facility and $450.0 million under the term loan facility.
ETANCO is a manufacturer and distributor of fastener and fixing products headquartered in France and its primary product applications directly align with the addressable markets in which the Company operates. The Acquisition allows the Company to enter into new commercial building markets such as façades, waterproofing, safety and solar, as well as grow its share of direct business sales in Europe.
ETANCO’s results of operations were included in the Company's Condensed Consolidated Financial Statements from April 1, 2022, the acquisition date. ETANCO had net sales of $67.5 million and net loss of $1.8 million, and net sales of $147.8 million and net loss of $3.7 million, for the three and nine months ended September 30, 2022, respectively, which includes costs related to the amortization of acquired intangible assets, and expenses incurred for integration.
13
Purchase price allocation
The Acquisition was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations ("ASC 805") which requires, among other things, that assets acquired and liabilities assumed in a business combination be recorded at fair value as of the acquisition date with limited exceptions.
The allocation of the $824.4 million purchase price, including cash, to the fair values of the tangible and intangible assets acquired and liabilities assumed is as follows:
| (in thousands) | Amount | ||||
| Cash and cash equivalents | $ | ||||
| Trade accounts receivable, net | |||||
| Inventory | |||||
| Other current assets | |||||
| Property and equipment, net | |||||
| Operating lease right-of-use assets | |||||
| Goodwill | |||||
| Intangible assets, net | |||||
| Other noncurrent assets | |||||
| Total assets | |||||
| Trade accounts payable | |||||
| Accrued liabilities and other current liabilities | |||||
| Operating lease liabilities | |||||
| Deferred income tax and other long-term liabilities | |||||
| Total purchase price | $ | ||||
Trade accounts receivable, net
The gross amount of trade receivables acquired was approximately $67.4 million, of which $63.6 million was estimated to be recoverable based on ETANCO's historical trend for collections.
Inventory
Acquired inventory primarily consists of raw materials and finished goods consisting of building and construction materials products. The Company adjusted acquired finished goods higher by $12.8 million to estimated fair value based on expected selling prices less a reasonable amount for selling efforts. The fair value adjustment is recognized as a component of cost of sales over the inventory’s expected turnover period, and as a result, $2.9 million and $12.8 million of the adjustment was recognized during the three and nine months ended September 30, 2022, respectively. There were no such adjustments during the three and nine months ended September 30, 2023.
Property and equipment, net
Acquired property and equipment includes land of $22.3 million, buildings and site improvements of $29.4 million, and machinery, equipment, and software of $35.5 million. The estimated fair value of property and equipment was determined primarily using market and/or or cost approach methodologies. The acquired fair value for buildings and site improvements depreciate on a straight-line basis over the estimated useful lives of the assets for a period of up to sixteen years , machinery, equipment and software will depreciate on an accelerated basis over an estimated useful life of to ten years .
14
Goodwill
The excess of the purchase price over the net assets acquired was recognized as goodwill and relates to the value that is expected from the acquired assembled workforce as well as the increased scale and synergies resulting from the integration of both businesses. The goodwill recognized from the Acquisition is not deductible for local income tax purposes and has been allocated to components within the ETANCO reporting unit.
Intangible assets, net
The estimated fair value of intangible assets acquired was determined primarily using income approach methodologies. The values allocated to intangible assets and the useful lives were as follows:
| (in thousands, except useful lives) | Weighted-average useful life (in years) | Amount | ||||||
| Customer relationships | $ | |||||||
| Trade names | Indefinite | |||||||
| Developed technology | ||||||||
| Patents | ||||||||
| $ | ||||||||
The acquired definite-lived intangible assets are being amortized on a straight-line basis over estimated useful lives, which approximates the pattern in which these assets are utilized.
Deferred taxes
As a result of the increase in fair value of inventory, property and equipment, and intangible assets, deferred tax liabilities of $105.4 million were recognized, primarily due to intangible assets.
Acquisition and integration related costs
During the three and nine months ended September 30, 2022, the Company incurred acquisition and integration related expenses of $1.9 million and $14.7 million, respectively, for investment banking, legal, accounting, advisory, and consulting fees. These costs were included in the Company’s income from operations.
15
Unaudited pro forma results
The following unaudited pro forma combined financial information presents estimated results as if the Company acquired ETANCO on January 1, 2021. The unaudited pro forma financial information as presented below is for informational purposes only and does not purport to actually represent what the Company’s combined results of operations would have been had the Acquisition occurred on January 1, 2021, or what those results will be for any future periods.
The following unaudited pro forma consolidated financial information has been prepared using the acquisition method of accounting in accordance with U.S. GAAP:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in thousands, except per share amounts) | 2022 | 2022 | |||||||||||||||
| Net sales | $ | $ | |||||||||||||||
| Net income | $ | $ | |||||||||||||||
| Pro forma earnings per common share: | |||||||||||||||||
| Basic | $ | $ | |||||||||||||||
| Diluted | $ | $ | |||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
The unaudited pro forma results above includes the following adjustments to net income:
1) Acquisition and integration related costs of $1.9 million and $14.7 million and which were incurred during the three and nine months ended September 30, 2022, respectively, were adjusted as if such costs were incurred during the twelve months ended December 31, 2021.
2) The $2.9 million and $12.8 million of amortization related to the fair value adjustment for inventory and recognized during the three and nine months ended September 30, 2022, respectively, were adjusted as if incurred during the nine months ended September 30, 2021.
3) Net income for ETANCO includes adjustments of $0.6 million and $2.7 million to conform ETANCO’s historical financial results prepared under French GAAP to U.S. GAAP for the three and nine months ended September 30, 2021, respectively. The U.S. GAAP adjustments are primarily related to share-based payments expense on awards that were settled prior to the Acquisition, and costs incurred and capitalized by ETANCO on its historical acquisitions.
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4. Net Income per Share
The following shows a reconciliation of basic net earnings per share ("EPS") to diluted EPS:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands, except per share amounts) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Basic weighted-average shares outstanding | |||||||||||||||||||||||
| Dilutive effect of potential common stock equivalents — restricted stock units | |||||||||||||||||||||||
| Diluted weighted-average shares outstanding | |||||||||||||||||||||||
| Net earnings per common share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
5. Stock-Based Compensation
The Company allocates stock-based compensation expense amongst cost of sales, research and development and other engineering expense, selling expense, or general and administrative expense based on the job functions performed by the employees to whom the stock-based compensation is awarded. Stock-based compensation capitalized in inventory was immaterial for all periods presented. The Company recognized stock-based compensation expense related to its equity plans for employees of $6.6 million and $3.5 million for the three months ended September 30, 2023 and 2022, respectively, and $17.8 million and $13.0 million for the nine months ended September 30, 2023 and 2022, respectively.
During the nine months ended September 30, 2023, the Company granted an aggregate of 277,793 restricted stock units (RSUs) and performance stock units (PSUs) to the Company's employees, including officers at an estimated weighted average fair value of $99.66 per share based on the closing price (adjusted for the present value of dividends) of the Company's common stock on the grant date. The RSUs and PSUs granted to the Company's employees may be time-based or time and performance-based. Certain of the PSUs are granted to officers and key employees, where the number of performance-based awards to be issued is based on the achievement of certain Company performance criteria established in the award agreement over a cumulative three year period, after which time these awards cliff vest. In addition, these same officers and key employees also receive time-based RSUs, which vest pursuant to a three-year graded vesting schedule. Time-based RSUs that are granted to the Company's employees excluding officers and certain key employees, vest ratably over the four year vesting-term of the award.
The Company’s nine non-employee directors are entitled to receive an aggregate of approximately $1.1 million in equity compensation annually. The number of shares ultimately granted are based on the average closing share price for the Company over the 60 day period prior to approval of the award in the second quarter of each year. In April 2023 and June 2023, the Company granted 9,776 shares of the Company's common stock to the non-employee directors, based on the average closing price of $122.50 per share and recognized $1.2 million of expense.
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6. Trade Accounts Receivable, net
Trade accounts receivable consisted of the following:
| As of September 30, | As of December 31, | ||||||||||||||||
(in thousands) | 2023 | 2022 | 2022 | ||||||||||||||
Trade accounts receivable | $ | $ | $ | ||||||||||||||
Allowance for doubtful accounts | ( | ( | ( | ||||||||||||||
Allowance for sales discounts and returns | ( | ( | ( | ||||||||||||||
| $ | $ | $ | |||||||||||||||
7. Inventories
The components of inventories are as follows:
| As of September 30, | As of December 31, | ||||||||||||||||
(in thousands) | 2023 | 2022 | 2022 | ||||||||||||||
Raw materials | $ | $ | $ | ||||||||||||||
In-process products | |||||||||||||||||
Finished products | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
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8. Derivative Instruments
The Company enters into derivative instrument agreements, including forward foreign currency exchange contracts, interest rate swaps, and cross currency swaps to manage risk in connection with changes in foreign currency and interest rates. The Company hedges committed exposures and does not engage in speculative transactions. The Company only enters into derivative instrument agreements with counterparties who have highly rated credit.
As of September 30, 2023, the aggregate notional amount of the Company's outstanding interest rate contracts, cross currency swap contracts, EUR forward contract and CNY forward contracts were $566.3 million, $436.4 million, $321.7 million and $4.6 million (CNY31.7 million), respectively.
Changes in fair value of any forward contracts that are determined to be ineffective are immediately reclassified from OCI into earnings. There were no amounts recognized due to ineffectiveness during the three and nine months ended September 30, 2023 and September 30, 2022.
The effects of fair value and cash flow hedge accounting on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the nine months ended September 30, were as follows:
| 2023 | 2022 | |||||||||||||||||||||||||||||||
| (in thousands) | Cost of sales | Interest income (expense), net and other finance costs | Other & foreign exchange loss, net | Cost of sales | Interest income (expense), net and other finance costs | Other & foreign exchange loss, net | ||||||||||||||||||||||||||
| Total amounts of income and expense line items presented in the Condensed Consolidated Statement of Earnings in which the effects of fair value or cash flow hedges are recorded | $ | $ | ( | ( | ( | |||||||||||||||||||||||||||
| The effects of fair value and cash flow hedging | ||||||||||||||||||||||||||||||||
| Gain or (loss) on cash flow hedging relationships | ||||||||||||||||||||||||||||||||
| Interest contracts: | ||||||||||||||||||||||||||||||||
| Amount of gain or (loss) reclassified from OCI to earnings | — | — | — | ( | — | |||||||||||||||||||||||||||
| Cross currency swap contract | ||||||||||||||||||||||||||||||||
| Amount of gain or (loss) reclassified from OCI to earnings | — | — | ( | |||||||||||||||||||||||||||||
| Forward contract | ||||||||||||||||||||||||||||||||
| Amount of gain reclassified from OCI to earnings | — | — | — | |||||||||||||||||||||||||||||
The effects of derivative instruments on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the three months ended September 30, 2023 and 2022 were as follows:
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| Cash Flow Hedging Relationships | Gain (Loss) Recognized in OCI | Location of Gain (Loss) Reclassified from OCI into Earnings | Gain (Loss) Reclassified from OCI into Earnings | |||||||||||||||||
| (in thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||
| Interest rate contracts | $ | $ | Interest expense | $ | $ | ( | ||||||||||||||
| Cross currency contracts | Interest expense | ( | ||||||||||||||||||
| Forward contracts | ( | FX gain (loss) | ||||||||||||||||||
| Cost of goods sold | ( | |||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||
The effects of derivative instruments on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the nine months ended September 30, 2023 and 2022 were as follows:
| Cash Flow Hedging Relationships | Gain (Loss) Recognized in OCI | Location of Gain (Loss) Reclassified from OCI into Earnings | Gain (Loss) Reclassified from OCI into Earnings | |||||||||||||||||
| (in thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||
| Interest rate contracts | $ | $ | Interest expense | $ | $ | ( | ||||||||||||||
| Cross currency contracts | Interest expense | ( | ||||||||||||||||||
| Forward contracts | ( | FX gain (loss) | ||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||
For the three months ending September 30, 2023 and September 30, 2022 gains on the net investment hedge of $3.2 million and $16.9 million were included in OCI, respectively. For the three months ending September 30, 2023 and September 30, 2022, excluded gains of $1.3 million and $1.3 million were reclassified from OCI to interest expense, respectively.
For the nine months ending September 30, 2023 losses on the net investment hedge, and September 30, 2022 gains on the net investment hedge of $1.1 million and $28.2 million were included in OCI, respectively. For the nine months ending September 30, 2023 and September 30, 2022, excluded gains of $3.8 million and $2.4 million were reclassified from OCI to interest expense, respectively.
As of September 30, 2023, the aggregate fair values of the Company’s derivative instruments on the Condensed Consolidated Balance Sheet were comprised of an asset of $42.8 million, of which $19.5 million is included in other current assets, and the balance of $23.3 million as other non-current assets, and of a non-current liability of $9.5 million included as deferred income tax and other long-term liabilities.
9. Property, Plant and Equipment, net
Property, plant and equipment consisted of the following:
| As of September 30, | As of December 31, | ||||||||||||||||
| (in thousands) | 2023 | 2022 | 2022 | ||||||||||||||
Land | $ | $ | $ | ||||||||||||||
Buildings and site improvements | |||||||||||||||||
Leasehold improvements | |||||||||||||||||
Machinery, equipment, and software | |||||||||||||||||
Less accumulated depreciation and amortization | ( | ( | ( | ||||||||||||||
Capital projects in progress | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
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10. Goodwill and Intangible Assets, net
Goodwill consisted of the following:
| As of September 30, | As of December 31, | ||||||||||||||||
| (in thousands) | 2023 | 2022 | 2022 | ||||||||||||||
| North America | $ | $ | $ | ||||||||||||||
| Europe | |||||||||||||||||
| Asia/Pacific | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Intangible assets, net, consisted of the following:
| As of September 30, 2023 | |||||||||||||||||
| Gross | Net | ||||||||||||||||
| Carrying | Accumulated | Carrying | |||||||||||||||
(in thousands) | Amount | Amortization | Amount | ||||||||||||||
North America | $ | $ | ( | $ | |||||||||||||
Europe | ( | ||||||||||||||||
| Asia/Pacific | ( | ||||||||||||||||
Total | $ | $ | ( | $ | |||||||||||||
| As of September 30, 2022 | |||||||||||||||||
| Gross | Net | ||||||||||||||||
(in thousands) | Carrying Amount | Accumulated Amortization | Carrying Amount | ||||||||||||||
North America | $ | $ | ( | $ | |||||||||||||
Europe | ( | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
| As of December 31, 2022 | |||||||||||||||||
| Gross | Net | ||||||||||||||||
(in thousands) | Carrying Amount | Accumulated Amortization | Carrying Amount | ||||||||||||||
North America | $ | $ | ( | $ | |||||||||||||
Europe | ( | ||||||||||||||||
Total | $ | $ | ( | $ | |||||||||||||
Intangible assets consist of definite-lived and indefinite-lived assets. Definite-lived intangible assets include customer relationships, patents, unpatented technology, and non-compete agreements. Amortization of definite-lived intangible assets was $5.9 million and $5.4 million for the three months ended September 30, 2023 and 2022, respectively, and was $17.5 million and $11.8 million for the nine months ended September 30, 2023 and 2022, respectively. The weighted-average amortization period for all amortizable intangibles on a combined basis is 8.7 years.
Indefinite-lived intangible assets totaled $90.4 million, $83.4 million, and $91.7 million as of September 30, 2023, and 2022 and December 31, 2022, respectively.
21
At September 30, 2023, the estimated future amortization of definite-lived intangible assets was as follows:
| (in thousands) | |||||
| Remaining three months of 2023 | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
| $ | |||||
The changes in the carrying amount of goodwill and intangible assets for the nine months ended September 30, 2023, were as follows:
| Intangible | |||||||||||
| (in thousands) | Goodwill | Assets | |||||||||
| Balance at December 31, 2022 | $ | $ | |||||||||
| Acquisition1 | ( | ||||||||||
| Disposal | ( | ||||||||||
| Amortization | — | ( | |||||||||
| Foreign exchange | ( | ( | |||||||||
| Balance at September 30, 2023 | $ | $ | |||||||||
1 During the quarter ended September 30, 2023, the Company finalized a business acquisition that resulted in $2.1 million decrease in goodwill with $0.9 million reclassified to intangible asset, and a corresponding decrease of $1.2 million in a contingent consideration liability.
22
11. Leases
The Company has operating leases for certain facilities, equipment and automobiles. The existing operating leases expire at various dates through 2027, some of which include options to extend the leases for up to five years . The Company measured the lease liability at the present value of the lease payments to be made over the lease term. The lease payments are discounted using the Company's incremental borrowing rate. The Company measured the ROU assets at the amount at which the lease liability is recognized plus initial direct costs incurred or prepayment amounts. The ROU assets are amortized on a straight-line basis over the lease term.
The following table provides a summary of leases included on the Condensed Consolidated Balance Sheets as of September 30, 2023 and 2022 and December 31, 2022, Condensed Consolidated Statements of Earnings and Comprehensive Income, and Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022:
| Condensed Consolidated Balance Sheets Line Item | September 30, | December 31, | ||||||||||||
| (in thousands) | 2023 | 2022 | 2022 | |||||||||||
| Operating leases | ||||||||||||||
| Assets | ||||||||||||||
| Operating leases | Operating lease right-of-use assets | $ | $ | $ | ||||||||||
| Liabilities | ||||||||||||||
| Operating - current | Accrued expenses and other current liabilities | $ | $ | $ | ||||||||||
| Operating - noncurrent | Operating lease liabilities | |||||||||||||
| Total operating lease liabilities | $ | $ | $ | |||||||||||
| Finance leases | ||||||||||||||
| Assets | ||||||||||||||
| Property and equipment, gross | Property, plant and equipment, net | $ | $ | $ | ||||||||||
| Accumulated amortization | Property, plant and equipment, net | ( | ( | |||||||||||
| Property and equipment, net | Property, plant and equipment, net | $ | $ | $ | ||||||||||
The components of lease expense were as follows:
| Condensed Consolidated Statements of Earnings and Comprehensive Income Line Item | Three Months Ended September 30, | ||||||||||
| (in thousands) | 2023 | 2022 | |||||||||
| Operating lease cost | General administrative expenses and cost of sales | $ | $ | ||||||||
23
Other Information
Supplemental cash flow information related to leases is as follows:
| Three Months Ended September 30, | |||||||||||
| (in thousands) | 2023 | 2022 | |||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows for operating leases | $ | $ | |||||||||
| Operating right-of-use assets obtained in exchange for lease obligations during the current period | |||||||||||
The following is a schedule, by years, of maturities of lease liabilities as of September 30, 2023:
| (in thousands) | Operating Leases | ||||
| Remaining three months of 2023 | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
| Total lease payments | |||||
| Less: Present value discount | ( | ||||
| Total lease liabilities | $ | ||||
The following table summarizes the Company's lease terms and discount rates as of September 30, 2023 and 2022:
| Weighted-average remaining lease terms (in years): | 2023 | 2022 | |||||||||
| Operating leases | |||||||||||
| Weighted-average discount rate: | |||||||||||
| Operating leases | % | % | |||||||||
12. Debt
As of September 30, 2023, the Company had $566.3 million, excluding deferred financing costs, outstanding under its Amended and Restated Credit Facility. The Company had outstanding balances of $688.8 million and $583.2 million under the Amended and Restated Credit Facility as of September 30, 2022, and December 31, 2022, respectively.
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| (in thousands) | 5-Year Term Loan | ||||
| Remaining three months of 2023 | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| Total loan outstanding | $ | ||||
The $150.0 million outstanding under the revolving credit facility is due on March 31, 2027.
The Company was in compliance with its financial covenants under the Amended and Restated Credit Facility as of September 30, 2023.
Certain of the Company's domestic subsidiaries are guarantors for a credit agreement between certain of its foreign subsidiaries and institutional lenders that is in addition to the Amended and Restated Credit Facility. As of September 30, 2023, all of the Company's credit facilities provide a total of $306.5 million in available borrowing capacity and an irrevocable standby letter of credit in support of various insurance deductibles.
13. Commitments and Contingencies
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 any such matters will have a material adverse effect on the Company’s financial condition, cash flows or results of operations.
Litigation and Potential Claims
The Company is subject to various legal and regulatory proceedings relating to contract disputes, personal injury, property damage, employment, product liability, environmental, intellectual property and other matters from time to time in the ordinary course of business (“Proceedings”). The Company accrues a liability for Proceedings when payments associated with the claims become probable and the costs can be reasonably estimated. The Company also considers whether an insurance recovery receivable is applicable and appropriate based on the specific Proceeding. Because Proceedings are inherently uncertain, we are unable to predict the ultimate outcome of Proceedings, or amount of liability, if any, and the actual costs of resolving Proceedings may be substantially higher or lower than the amounts accrued for those activities. However, management believes that the outcome of any Proceedings that are pending or threatened, either individually or in the aggregate, or on a combined basis, will not have a material adverse impact on the Company’s results of operations, financial position or liquidity.
14. Segment Information
The Company is organized into three reporting segments defined by the regions where the Company’s products are manufactured, marketed and distributed to its customers. The three reporting segments are the North America segment (comprised primarily of the Company’s operations in the U.S. and Canada), the Europe segment, which includes ETANCO, and the Asia/Pacific segment (comprised of the Company’s operations in Asia and the South Pacific). These segments are similar in several ways, including the types of materials used, the production processes, the distribution channels and the product applications.
The Administrative & All Other line item primarily includes expenses such as self-insured workers compensation claims for employees, 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.
25
The following tables illustrate certain measurements used by management to assess the performance of its reportable segments as of or the following periods:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
| (in thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||
| Net Sales | ||||||||||||||
| North America | $ | $ | $ | $ | ||||||||||
| Europe | ||||||||||||||
| Asia/Pacific | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||
| Sales to Other Segments* | ||||||||||||||
| North America | $ | $ | $ | $ | ||||||||||
| Europe | ||||||||||||||
| Asia/Pacific | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||
| Income (Loss) from Operations | ||||||||||||||
| North America | $ | $ | $ | $ | ||||||||||
| Europe | ||||||||||||||
| Asia/Pacific | ||||||||||||||
| Administrative and all other | ( | ( | ( | ( | ||||||||||
| Total | $ | $ | $ | $ | ||||||||||
* Sales to other segments are eliminated in consolidation.
| At | |||||||||||
| As of September 30, | December 31, | ||||||||||
| (in thousands) | 2023 | 2022 | 2022 | ||||||||
| Total Assets | |||||||||||
| North America | $ | $ | $ | ||||||||
| Europe | |||||||||||
| Asia/Pacific | |||||||||||
| Administrative and all other | |||||||||||
| Total | $ | $ | $ | ||||||||
Cash collected by the Company’s U.S. subsidiaries is routinely transferred into the Company’s cash management accounts and, therefore is in the total assets of “Administrative and all other.” Cash and cash equivalent balances in the “Administrative and all other” segment were $465.3 million, $236.3 million, and $222.5 million, as of September 30, 2023 and 2022, and December 31, 2022, respectively. Also included in the total assets of "Administrative and all other" are intercompany borrowings due from the Europe segment. Included in the total assets of each segment are net intercompany borrowings due to and from the other segments.
The Company’s wood construction products include connectors, truss plates, fastening systems, fasteners and pre-fabricated shearwalls that are used for connecting and strengthening wood-based construction primarily in residential and commercial construction. Its concrete construction products include adhesives, specialty chemicals, mechanical anchors, carbide drill bits, powder actuated tools and reinforcing fiber materials that are used for restoration, protection or strengthening concrete, masonry and steel construction in residential, industrial, commercial and infrastructure construction. The table below illustrates the distribution of the Company’s sales by product group as additional information for the following periods:
26
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||
| (in thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||
| Wood construction products | $ | $ | $ | $ | ||||||||||||||||
| Concrete construction products | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||
15. Subsequent Events
Share Repurchases
From October 1, 2023 to November 6, 2023, the Company repurchased an additional 333,469 shares of the Company’s common stock in the open market at an average price of $138.09 per share, for a total of $46.1 million. As a result, as of November 6, 2023, approximately $53.9 million remained available for share repurchase through December 31, 2023 under the Company’s previously announced $100.0 million share repurchase authorization.
Dividend Declared
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 $11.4 million in total. The dividend will be payable on January 25, 2024, to the Company's stockholders of record on January 4, 2024.
Share Repurchase Authorization
On October 19, 2023, the Board authorized the Company to repurchase up to $100.0 million of the Company's common stock, effective January 1, 2024 through December 31, 2024.
27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Each of the terms the “Company,” “we,” “our,” “us” and similar terms used herein refer collectively to Simpson Manufacturing Co., Inc., a Delaware corporation, and its wholly-owned subsidiaries, including Simpson Strong-Tie Company Inc., unless otherwise stated. The Company regularly uses its website to post information regarding its business and governance. The Company encourages investors to use http://www.simpsonmfg.com as a source of information about the Company. The information on our website is not incorporated by reference into this report or other material we file with or furnish to the Securities and Exchange Commission (the "SEC"), except as explicitly noted or as required by law.
The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the Company’s consolidated financial condition and results of operations. This discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and notes thereto included in this report.
“Strong-Tie” and our other trademarks appearing in this report are our property. This report contains additional trade names and trademarks of other companies. We do not intend our use or display of other companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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,” “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 FIXCO Invest S.A.S ("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 crises 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, as well as of ETANCO and those discussed under Item 1A. Risk Factors and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Additional risks include: the cyclicality and impact of general economic conditions; changing conditions in global markets including the impact of sanctions and tariffs, quotas and other trade actions and import restrictions; the impact of pandemics, epidemics or other public health emergencies; volatile supply and demand conditions affecting prices and volumes in the markets for both our products and raw materials we purchase; the impact of foreign currency fluctuations; potential limitations on our ability to access capital resources and borrowings under our existing credit agreement; restrictions on our business and financial covenants under our credit agreement; reliance on employees subject to collective bargaining agreements; and or ability to repurchase shares of our common stock and the amounts and timing of repurchases, if any.
We caution that you should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. 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 by us in this report and in our other reports filed with the SEC that advise of the risks and factors that may affect our business.
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Overview
We design, manufacture and sell building construction products that are of high quality and performance, easy to use and cost-effective for customers. We operate in three business segments determined by geographic region: North America, Europe and Asia/Pacific.
Recent Developments
In 2021, we unveiled several key growth initiatives that we believe will help us continue our track record of achieving above market revenue growth through a combination of organic and inorganic opportunities. Our organic opportunities are focused on expanding the markets for wood and concrete structural connections and solutions. These key growth initiatives will focus on the OEM, repair and remodel or do-it-yourself, mass timber, concrete and structural steel markets.
In order to grow in these markets, we aspire to be among the leaders in engineered load-rated construction building products and systems and building technology while leveraging our engineering expertise, deep-rooted relationships with top builders, engineers, contractors, code officials and distributors, along with our ongoing commitment to testing, research and innovation. Importantly, we currently have existing products, testing results, distribution and manufacturing capabilities for our key growth initiatives. Although these initiatives are all currently in different stages of development, our successful growth in these areas will ultimately be a function of expanding our sales and/or marketing functions to promote our products to different end users and distribution channels, expanding our customer base, and potentially introducing new products in the future.
We have continued to make progress towards our key growth initiatives that were first announced in 2021. Select highlights that include both organic and inorganic growth from 2022 and 2023 were:
•Acquiring ETANCO which has resulted in additional scale for our European operations and was accretive to earnings in the first nine-months of 2023;
•Improving our market share by converting a Northeast pro dealer chain;
•Increasing our number of commercial market customers including the specification of our solutions for our first ventilated façade application on a building in New York city;
•Growing our OEM business across many opportunities, including offering our complete wood-to-wood connections product line to shed manufacturers while also continuing to develop the market for mass timber by offering new solutions such as our new Timber Drive fastening system;
•Growing our Building Technology and truss market share by converting a large Midwest based component manufacturer with fifteen manufacturing locations;
•Opened three regional warehouses in the Northwest in support of our path-to-market customer transition;
•Expanding our wood product and concrete product lines by acquiring intellectual property;
•Expanding our product line and off-shelf merchandising efforts within the home center channel, including our Outdoor Accents decorative hardware line; and
•Realigned our sales teams to more specifically focus on five end use markets – residential, commercial, OEM, national retail and building technology, which has led to new customer and project wins within five of our key growth initiatives.
We also highlighted our core Company ambitions, which were previously referred to as our five-year ambitions in 2021, which are as follows:
•Strengthen our values-based culture;
•Be the business partner of choice;
•Strive to be an innovative leader in the markets we operate;
•Continue above market growth relative to the United States housing starts;
•Remain within the top quartile of our proxy peers for operating income margin; and
•Remain in the top quartile of our proxy peers for return on invested capital.
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As we make progress on our key growth initiatives and ambitions, we believe we can continue our above market growth relative to U.S. housing starts in fiscal 2023 and beyond. These examples further emulate our founder, Barclay Simpson’s, nine principles of doing business, and more specifically the focus and obsession on customers and users.
During 2022, we evaluated the footprint for our U.S. operations with assistance from a third-party consultant. As a result of this evaluation, we identified opportunities to expand our facilities in the U.S that we believe will improve our overall service, production efficiencies and safety in the workplace, as well as reduce our reliance on certain outsourced finished goods and component products. We expect that this will allow us to continue to ensure we have ample capacity to meet our customer needs. These investments reinforce our core business model differentiators to remain the partner of choice as we continue to produce products locally and ensure superior levels of customer service. This process started in 2022 with investments to expand our Columbus facility, which we expect to be completed in late 2024, and the recently announced greenfield opportunity to replace our facility in Gallatin, Tennessee.
Factors Affecting Our Results of Operations
The Company’s business, financial condition and results of operations depends in large part on the level of United States housing starts and residential construction activity. Though single-family housing starts increased in prior years, we have seen demand decline from 2022, though not as much as initially projected entering the year. The decline in demand is attributed to unfavorable economic conditions, including rising interest rates, inflation, recession fears and supply-chain factors, resulting in lower new home starts and completions. However, the Company also supplies product used in multifamily housing construction, which decreased less then single-family housing starts through the first nine-months of 2023. During 2021, we increased prices to offset significantly higher raw material costs arising from supply-chain constraints related to the COVID-19 pandemic. During the first nine months of 2023, we reduced prices for our customers in response to marginally lower raw material costs, while a tight labor market and unusually wet winter in the western region of the United States negatively affected housing starts and operating margins for 2023. Future changes in raw material cost could impact the amount of inventory on-hand, and negatively affect our gross profit and operating margins depending on the timing of raw material purchases or how much sales prices can be increased to offset higher raw material costs, if any.
Unlike lumber or other products that have a more direct correlation to United States housing starts, our products are used to a greater extent in areas that are subject to natural forces, such as seismic or wind events. Our products are generally used in a sequential progression that follows the construction process. Residential and commercial construction begins with the foundation, followed by the wall and the roof systems, and then the installation of our products, which flow into a project or a house according to these schedules.
In prior years, our sales were heavily seasonal with operating results varying from quarter to quarter depending on weather conditions that could delay construction starts. Our sales and income have historically been lower in the first and fourth quarters than in the second and third quarters of a fiscal year. Due to efforts in diversifying our global footprint, most notably with our acquisition of ETANCO, sales from our product line, customer base and customer purchases are becoming less seasonal than historically. Political and economic events such as rising energy costs, volatility in the steel market, stressed product transportation systems and increasing interest rates can also have an effect on our gross and operating profits.
Business Segment Information
Historically our North America segment has generated more revenues from wood construction products compared to concrete construction products. Our wood construction product sales increased 1.7% for the quarter ended September 30, 2023 compared to September 30, 2022, mostly due to higher sales volumes, partly offset by lower sales prices. Previously announced price decreases on certain wood product lines have negatively effected 2023 net sales compared to 2022. Our concrete construction product sales increased 16.1% over the same periods, due to product price increases offsetting rising raw material costs and higher volumes. We currently anticipate a flat to slight increase in our operating margin for fiscal 2023 compared to 2022 due to lower average priced steel in cost of sales relative to much of the prior year, and lower purchase accounting adjustments and integration expenses from our acquisition of ETANCO, largely offset by the effects of our product price decreases on our wood products and increases in operating expenses including amortization.
Europe sales increased 6.4% for the quarter ended September 30, 2023 compared to September 30, 2022, primarily due to the positive effect of approximately $7.9 million in foreign currency translation, partly offset by lower volumes. Wood construction product sales increased 6.7% for the quarter ended September 30, 2023 compared to September 30, 2022 and concrete construction product sales, which are mostly project based, increased 5.3% for the quarter ended September 30, 2023 compared to September 30, 2022. Europe reported income from operations of $15.5 million for the quarter ended September 30, 2023
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compared to $6.1 million for the quarter ended September 30, 2022, which included a $2.9 million inventory fair-value adjustment as a result of purchase accounting with respect to the acquisition of ETANCO plus acquisition and integration costs of $1.9 million. We currently anticipate 2023 results to be impacted by economic headwinds but also believe in the long term potential given Europe's on-going housing shortage (with an increasing use of wood construction) and new environmental regulations for which we have products and solutions. In addition, we expect to incur additional costs through 2023 and beyond as originally planned, to continue integrating ETANCO.
Our Asia/Pacific segment has generated revenues from both wood and concrete construction products, which we believe is not significant to our overall performance.
Business Outlook
The Company updated its financial outlook for the full fiscal year ending December 31, 2023 to include three quarters of actual results, and its latest expectations regarding demand trends, raw material costs and operating expenses as of follow:
•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. The Company expects these efforts will result in ongoing integration costs through 2023 and beyond.
Results of Operations for the Three Months Ended September 30, 2023, Compared with the Three Months Ended September 30, 2022
Unless otherwise stated, the below results, when providing comparisons (which are generally indicated by words such as “increased,” “decreased,” “unchanged” or “compared to”), compare the results of operations for the three months ended September 30, 2023, against the results of operations for the three months ended September 30, 2022. Unless otherwise stated, the results announced below, when referencing “both quarters,” refer to the three months ended September 30, 2022 and the three months ended September 30, 2023.
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Third Quarter 2023 Consolidated Financial Highlights
The following table shows the change in the Company's operations from the three months ended September 30, 2022 to the three months ended September 30, 2023, and the increases or decreases for each category by segment:
| Three Months Ended | Three Months Ended | |||||||||||||||||||
| Increase (Decrease) in Operating Segment | ||||||||||||||||||||
| September 30, | North | Asia/ | Admin & | September 30, | ||||||||||||||||
| (in thousands) | 2022 | America | Europe | Pacific | All Other | 2023 | ||||||||||||||
| Net sales | $ | 553,662 | $ | 19,050 | $ | 7,140 | $ | 232 | $ | — | $ | 580,084 | ||||||||
| Cost of sales | 309,139 | (9,453) | (2,760) | (137) | 378 | 297,167 | ||||||||||||||
| Gross profit | 244,523 | 28,503 | 9,900 | 369 | (378) | 282,917 | ||||||||||||||
| Research and development and other engineering expense | 17,084 | 7,286 | 478 | (108) | 11 | 24,751 | ||||||||||||||
| Selling expense | 42,539 | 8,278 | 1,405 | 167 | 2 | 52,391 | ||||||||||||||
| General and administrative expense | 60,319 | 4,920 | (200) | 49 | (295) | 64,793 | ||||||||||||||
| Total operating expenses | 119,942 | 20,484 | 1,683 | 108 | (282) | 141,935 | ||||||||||||||
| Acquisition and integration related costs | 1,866 | — | (1,070) | — | (11) | 785 | ||||||||||||||
| Net loss (gain) on disposal of assets | (100) | 41 | 26 | 18 | (1) | (16) | ||||||||||||||
| Income from operations | 122,815 | 7,978 | 9,261 | 243 | (84) | 140,213 | ||||||||||||||
| Interest income (expense), net and other | (2,983) | 2,013 | (180) | (2) | 2,444 | 1,292 | ||||||||||||||
| Other & foreign exchange gain (loss), net | (1,707) | 1,075 | 753 | (238) | (1,312) | (1,429) | ||||||||||||||
| Income before income taxes | 118,125 | 11,066 | 9,834 | 3 | 1,048 | 140,076 | ||||||||||||||
| Provision for income taxes | 29,882 | 4,255 | 912 | 118 | 888 | 36,055 | ||||||||||||||
Net income | $ | 88,243 | $ | 6,811 | $ | 8,922 | $ | (115) | $ | 160 | $ | 104,021 | ||||||||
Net sales increased 4.8% to $580.1 million from $553.7 million primarily due to higher sales volumes in North America and favorable foreign currency translation from sales in Europe, partially offset by price decreases in effect earlier in 2023. Wood construction product sales, including sales of connectors, truss plates, fastening systems, fasteners and shearwalls, represented 84.7% and 86.4% of the Company's total sales in the third quarters of 2023 and 2022, respectively. Concrete construction product sales, including sales of adhesives, chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials, represented 14.5% and 13.5% of the Company's total sales in the third quarters of 2023 and 2022, respectively.
Gross profit increased 15.7% to $282.9 million from $244.5 million primarily due to lower raw material costs and ETANCO gross margin improvement of 37.5% from 28.8% last year, which in the prior year included an inventory fair-value adjustment of $2.9 million. As a result, consolidated gross margins were 48.8% compared to 44.2% last year. From a product perspective, gross margin increased to 48.6% from 44.2% for wood construction products and increased to 47.9% from 43.8% for concrete construction products, respectively.
Research and development and engineering expense increased 44.9% to $24.8 million from $17.1 million, primarily due to increased personnel costs of $3.2 million and professional fees of $2.8 million associated with our strategic growth initiatives and to further our Building Technologies offering, $1.4 million for variable compensation, and $0.3 million in depreciation and amortization.
Selling expense increased 23.2% to $52.4 million from $42.5 million, primarily due to increases of $3.8 million of variable compensation, $3.5 million in personnel costs, $0.9 million in travel related costs, and $0.6 million in advertising costs.
General and administrative expense increased 7.4% to $64.8 million from $60.3 million, primarily due to increases of $3.7 million on variable compensation and $1.9 million in personnel costs
Acquisition and integration costs related to ETANCO were $1.1 million lower.
Our effective income tax rate increased to 25.7% from 25.3%.
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Consolidated net income was $104.0 million compared to $88.2 million. Diluted earnings per share was $2.43 compared to $2.06.
Net sales
The following table shows net sales by segment for the three months ended September 30, 2023 and 2022, respectively:
| North | Asia/ | ||||||||||||||||||||||||||||
| (in thousands) | America | Europe | Pacific | Total | |||||||||||||||||||||||||
| Three months ended | |||||||||||||||||||||||||||||
| September 30, 2022 | $ | 437,770 | $ | 111,903 | $ | 3,989 | $ | 553,662 | |||||||||||||||||||||
| September 30, 2023 | 456,820 | 119,043 | 4,221 | 580,084 | |||||||||||||||||||||||||
| Increase | $ | 19,050 | $ | 7,140 | $ | 232 | $ | 26,422 | |||||||||||||||||||||
| Percentage increase | 4.4 | % | 6.4 | % | 5.8 | % | 4.8 | % | |||||||||||||||||||||
The following table shows segment net sales as percentages of total net sales for the three months ended September 30, 2023 and 2022, respectively:
| North America | Europe | Asia/ Pacific | Total | ||||||||||||||||||||
| Percentage of total 2022 net sales | 79 | % | 20 | % | 1 | % | 100 | % | |||||||||||||||
| Percentage of total 2023 net sales | 79 | % | 20 | % | 1 | % | 100 | % | |||||||||||||||
Gross profit
The following table shows gross profit (loss) by segment for the three months ended September 30, 2023 and 2022, respectively:
| North | Asia/ | Admin & | |||||||||||||||||||||||||||
| (in thousands) | America | Europe | Pacific | All Other | Total | ||||||||||||||||||||||||
| Three months ended | |||||||||||||||||||||||||||||
| September 30, 2022 | $207,948 | $35,215 | $1,402 | $(42) | $244,523 | ||||||||||||||||||||||||
| September 30, 2023 | 236,451 | 45,115 | 1,771 | (420) | 282,917 | ||||||||||||||||||||||||
| Increase (decrease) | $28,503 | $9,900 | $369 | $(378) | $38,394 | ||||||||||||||||||||||||
| Percentage Increase | 13.7 | % | 28.1 | % | * | * | 15.7 | % | |||||||||||||||||||||
* The statistic is not meaningful or material.
The following table shows gross margin by segment for the three months ended September 30, 2023 and 2022, respectively:
| North America | Europe | Asia/ Pacific | Admin & All Other | Total | |||||||||||||||||||||||||
| 2022 gross margin percentage | 47.5 | % | 31.5 | % | 35.1 | % | * | 44.2 | % | ||||||||||||||||||||
| 2023 gross margin percentage | 51.8 | % | 37.9 | % | 42.0 | % | * | 48.8 | % | ||||||||||||||||||||
* The statistic is not meaningful or material.
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North America
•Net sales increased 4.4%, primarily due to higher volumes.
•Gross margin increased to 51.8% from 47.5%, primarily from lower raw material costs, partially offset by higher factory and tooling, warehouse and freight costs, as a percentage of net sales.
•Research, development and engineering expenses increased 46.4%, primarily due to increased professional fees of $2.8 million and personnel costs of $2.1 million associated with our strategic growth initiative and to further our Building Technology offering, and $1.4 million in variable compensation.
•Selling expense increased 26.0%, primarily due to increases of $3.4 million in personnel costs and $3.2 million in variable compensation.
•General and administrative expense increased 15.0%, primarily due to increases of $1.8 million in variable compensation, $1.2 million in personnel cost, $0.6 in depreciation and amortization, $0.5 million in bad debt, and $0.2 million in computer and software expense net of amounts capitalized.
•Income from operations decreased by $8.3 million due to the factors discussed above.
Europe
•Net sales increased 6.4%, primarily due to the positive effect from $7.9 million in foreign currency translation, partially offset by lower sales volumes.
•Gross margin increased to 37.9% from 31.5%. Europe gross profit of $45.1 million increased 28.1% from $35.2 million, which included an inventory fair value adjustment of $2.9 million related to the acquisition of ETANCO, representing 2.6 percentage points of Europe's gross margin improvement.
•Income from operations increased by $9.3 million from $6.1 million to $15.5 million due to the factors discussed above.
Asia/Pacific
•For information about the Company's Asia/Pacific segment, please refer to the tables above setting forth changes in our operating results for the three months ended September 30, 2023 and 2022.
Results of Operations for the Nine Months Ended September 30, 2023, Compared with the Nine Months Ended September 30, 2022
Unless otherwise stated, the results announced below, when providing comparisons (which are generally indicated by words such as “increased,” “decreased,” “unchanged” or “compared to”), compare the results of operations for the nine months ended September 30, 2023, against the results of operations for the nine months ended September 30, 2022. Unless otherwise stated, the results announced below, when referencing “both periods,” refer to the nine months ended September 30, 2022 and the nine months ended September 30, 2023
On April 1, 2022, the Company acquired ETANCO (Note 3) and subsequently began recording and reporting its financial operation results through the second quarter of 2022 and future quarters. Due to the date we acquired ETANCO, 2023 results for our Financial Highlights include three quarters of ETANCO whereas 2022 included two quarters, and the year to date results between 2023 and 2022 for our Financial Highlights impacts only our Consolidated and Europe segment. As a result, all financial and margin changes for our Consolidated and Europe segment may reflect large financial and percentage increases through the 2023 year-to-date reporting cycle.
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Year-to-Date (9-month) 2023 Consolidated Financial Highlights
The following table illustrates the differences in our operating results for the nine months ended September 30, 2023, from the nine months ended September 30, 2022, and the increases or decreases for each category by segment:
| Nine Months Ended | Increase (Decrease) in Operating Segment | Nine Months Ended | |||||||||||||||||||||||||||||||||
| September 30, | North | Asia/ | Admin & | September 30, | |||||||||||||||||||||||||||||||
| (in thousands) | 2022 | America | Europe | Pacific | All Other | 2023 | |||||||||||||||||||||||||||||
| Net sales | $ | 1,640,464 | $ | (4,296) | $ | 74,482 | $ | 1,443 | $ | — | $ | 1,712,093 | |||||||||||||||||||||||
| Cost of sales | 899,828 | (39,348) | 26,635 | 876 | 844 | 888,835 | |||||||||||||||||||||||||||||
| Gross profit | 740,636 | 35,052 | 47,847 | 567 | (844) | 823,258 | |||||||||||||||||||||||||||||
| Research and development and other engineering expense | 49,892 | 15,520 | 1,731 | (140) | 32 | 67,035 | |||||||||||||||||||||||||||||
| Selling expense | 124,449 | 17,237 | 9,492 | 327 | (8) | 151,497 | |||||||||||||||||||||||||||||
| General and administrative expense | 172,511 | 9,552 | 13,761 | 537 | 906 | 197,267 | |||||||||||||||||||||||||||||
| 346,852 | 42,309 | 24,984 | 724 | 930 | 415,799 | ||||||||||||||||||||||||||||||
| Acquisition and integration related costs | 14,681 | — | (9,602) | — | (993) | 4,086 | |||||||||||||||||||||||||||||
| Net gain (loss) on disposal of assets | (1,227) | 48 | 932 | 23 | 1 | (223) | |||||||||||||||||||||||||||||
| Income from operations | 380,330 | (7,305) | 31,533 | (180) | (782) | 403,596 | |||||||||||||||||||||||||||||
| Interest income (expense), net and other | (6,568) | 2,489 | (2,174) | (2) | 6,273 | 18 | |||||||||||||||||||||||||||||
| Other & foreign exchange gain (loss), net | (3,814) | 5,006 | 1,292 | (348) | (3,607) | (1,471) | |||||||||||||||||||||||||||||
| Income (Loss) before income taxes | 369,948 | 190 | 30,651 | (530) | 1,884 | 402,143 | |||||||||||||||||||||||||||||
| Provision for income taxes | 93,559 | (465) | 9,299 | (101) | 666 | 102,958 | |||||||||||||||||||||||||||||
| Net income | $ | 276,389 | $ | 655 | $ | 21,352 | $ | (429) | $ | 1,218 | $ | 299,185 | |||||||||||||||||||||||
Net sales increased 4.4% to $1,712.1 million from $1,640.5 million driven by ETANCO's extra quarter of net sales in 2023 vs. 2022 offset by lower sales volumes in North America. Wood construction product sales, including sales of connectors, truss plates, fastening systems, fasteners and shearwalls, represented 85.4% of the Company's total sales in the first nine months of 2023 and 2022. Concrete construction product sales, including sales of adhesives, chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials, represented 14.1% of the Company's total sales in the first nine months of 2023 and 2022.
Gross profit increased 11.2% to $823.3 million from $740.6 million. Gross margins increased to 48.1% from 45.1%. The increase includes a 2022 non-recurring charge of $12.8 million for the fair value step-up of inventory acquired from ETANCO, which did not occur in 2023, as well as lower raw material costs for the Company overall. Gross margins increased to 48.1% from 45.2% for wood construction products and increased to 47.0% from 44.5% for concrete construction products.
Research and development and engineering expense increased 34.4% to $67.0 million from $49.9 million primarily due to increases of $8.8 million in personnel costs and $3.5 million in professional fees associated with our strategic growth initiatives and to further our Building Technology offering, $2.7 million in variable compensation, $0.9 million in depreciation and amortization, and $0.5 million in travel related costs.
Selling expense increased to $151.5 million from $124.4 million, primarily due to increases of $11.5 million in personnel costs, $7.1 million in variable compensation, $2.8 million in travel related costs, $1.6 million in professional fees, $1.1 million in advertising and trade shows, and $0.7 million in lease costs.
General and administrative expense increased to $197.3 million from $172.5 million, primarily due to increases of $8.2 million in personnel costs, $6.6 million in depreciation and amortization expenses, $4.1 million in variable compensation, $3.9 million computer and software expenses net of amounts capitalized, $1.4 million in travel related costs, and $0.3 million in bad debt expense offset by decrease of $3.9 million in professional fees.
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Acquisition and integration costs related to ETANCO were $3.7 million lower.
Our effective income tax rate increased to 25.6% from 25.3%.
Consolidated net income was $299.2 million compared to $276.4 million. Diluted earnings per share was $6.98 compared to $6.40.
Net sales
The following table represents net sales by segment for the nine-month periods ended September 30, 2022 and 2023:
| North | Asia/ | ||||||||||||||||||||||
| (in thousands) | America | Europe | Pacific | Total | |||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| September 30, 2022 | $ | 1,332,911 | $ | 296,592 | $ | 10,961 | $ | 1,640,464 | |||||||||||||||
| September 30, 2023 | 1,328,615 | 371,074 | 12,404 | 1,712,093 | |||||||||||||||||||
| Increase (decrease) | $ | (4,296) | $ | 74,482 | $ | 1,443 | $ | 71,629 | |||||||||||||||
| Percentage increase (decrease) | (0.3) | % | 25.1 | % | 13.2 | % | 4.4 | % | |||||||||||||||
The following table represents segment sales as percentages of total net sales for the nine-month periods ended September 30, 2022 and 2023, respectively:
| North America | Europe | Asia/ Pacific | Total | ||||||||||||||||||||
| Percentage of total 2022 net sales | 81 | % | 18 | % | 1 | % | 100 | % | |||||||||||||||
| Percentage of total 2023 net sales | 78 | % | 22 | % | — | % | 100 | % | |||||||||||||||
Gross profit
The following table represents gross profit (loss) by segment for the nine-month periods ended September 30, 2022 and 2023:
| North | Asia/ | Admin & | |||||||||||||||||||||||||||
| (in thousands) | America | Europe | Pacific | All Other | Total | ||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||
| September 30, 2022 | $ | 645,166 | $ | 91,691 | $ | 3,948 | $ | (169) | $ | 740,636 | |||||||||||||||||||
| September 30, 2023 | 680,218 | 139,538 | 4,515 | (1,013) | 823,258 | ||||||||||||||||||||||||
| Increase (decrease) | $ | 35,052 | $ | 47,847 | $ | 567 | $ | (844) | $ | 82,622 | |||||||||||||||||||
| Percentage increase | 5.4 | % | 52.2 | % | * | * | 11.2 | % | |||||||||||||||||||||
* The statistic is not meaningful or material
The following table represents gross margin by segment for the nine-month periods ended September 30, 2022 and 2023:
| (in thousand) | North America | Europe | Asia/ Pacific | Admin & All Other | Total | ||||||||||||||||||||||||
| 2022 gross margin percentage | 48.4 | % | 30.9 | % | 36.0 | % | * | 45.1 | % | ||||||||||||||||||||
| 2023 gross margin percentage | 51.2 | % | 37.6 | % | 36.4 | % | * | 48.1 | % | ||||||||||||||||||||
* The statistic is not meaningful or material.
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North America
•Net sales decreased 0.3%, primarily due to lower volumes.
•Gross margin increased to 51.2% from 48.4%, due to lower raw material costs as a percentage of net sales, which were partially offset by factory & tooling, warehouse and freight costs as a percentage of net sales.
•Research and development and engineering expense increased 33.8%, primarily due to increases of $5.2 million in personnel costs, $3.7 million in professional fees, $2.6 million in variable compensation, $0.7 million in depreciation and amortizations, and $0.4 million in travel related costs.
•Selling expense increased 18.2%, primarily due to increases of $7.4 million in personnel costs, $4.9 million in variable compensation, $1.9 million in travel related costs, $1.2 million in professional fees, and $0.5 million in advertising and trade shows.
•General and administrative expense increased 9.2%, primarily due to increases of $4.5 million in personnel costs, $3.3 million in computer and software expenses net of amounts capitalized, and $0.7 million in travel related costs offset by $3.5 million in professional fees.
•Income from operations decreased $7.3 million, due to higher operating expenses offset by increased gross profit.
Europe
•Net sales increased 25.1%, primarily due to the ETANCO acquisition providing two quarter of sales year to date in 2022 compared with three quarters of sales year to date in 2023.
•Gross margin increased to 37.6% from 30.9% while gross profit increased $47.8 million. Europe's gross profit included ETANCO's increased profit of $50.0 million. ETANCO gross margin increased from 28.8% to 38.0% with the non-recurring inventory adjustment of $12.8 million reflected in 2022.
•Income from operations increased $31.5 million, primarily due to higher gross profit. Included in income from operations was ETANCO's increased profit of $19.3 million, which included $13.3 million of amortization expense on acquired intangible assets, and $4.1 million for integration costs for a total of $16.8 million.
Asia/Pacific
•For information about the Company's Asia/Pacific segment, please refer to the tables above setting forth changes in our operating results for the nine months ended September 30, 2023 and 2022.
Effect of New Accounting Standards
See "Note 1 Basis of Presentation — Accounting Standards Not Yet Adopted ” to the accompanying unaudited interim Condensed Consolidated Financial Statements.
Liquidity and Sources of Capital
We have historically met our capital needs through a combination of cash flows from operating activities and, when necessary, borrowings under our credit agreements. Our principal uses of capital include the costs and expenses associated with our operations, including financing working capital requirements and continuing our capital allocation strategy, which includes supporting capital expenditures, paying cash dividends, repurchasing the Company's common stock, and financing other investment opportunities.
On March 30, 2022, the Company entered into an Amended and Restated Credit Agreement to finance a portion of its acquisition of ETANCO, which provides for a 5-year revolving credit facility of $450.0 million, and for a 5-year term loan facility of $450.0 million. As of September 30, 2023, the Company had borrowings of $150.0 million under the revolving credit facility and $416.3 million under the term loan facility, and has $300.0 million available to borrow under the revolving credit
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facility. We believe that our cash position and cash flows from operating activities are sufficient to meet our cash flow needs for the next twelve months and the foreseeable future, including repayments of amounts of outstanding debt under the Amended and Restated Credit Agreement.
As of September 30, 2023, our cash and cash equivalents consisted of deposits and money market funds held with established national financial institutions. Cash and cash equivalents of $103.1 million are held in the local currencies of our foreign operations and could be subject to additional taxation if repatriated to the United States. The Company is maintaining a permanent reinvestment assertion on its foreign earnings relative to remaining cash held outside the United States.
The following table shows selected financial information as of September 30, 2023, December 31, 2022 and September 30, 2022, respectively:
| As of September 30, | As of December 31, | As of September 30, | ||||||||||||||||||
| (in thousands) | 2023 | 2022 | 2022 | |||||||||||||||||
| Cash and cash equivalents | $ | 571,006 | $ | 300,742 | $ | 309,262 | ||||||||||||||
| Property, plant and equipment, net | 382,508 | 361,555 | 341,233 | |||||||||||||||||
| Equity investment, goodwill and intangible assets | 854,154 | 872,699 | 811,538 | |||||||||||||||||
| Working capital excluding cash and cash equivalents | 479,624 | 529,945 | 576,719 | |||||||||||||||||
The following table provides information on how cash was used or provided during the nine-month periods ended September 30, 2023 and 2022, respectively:
| Nine Months Ended September 30, | ||||||||||||||
| (in thousands) | 2023 | 2022 | ||||||||||||
| Net cash provided by (used in): | ||||||||||||||
| Operating activities | $ | 398,177 | $ | 263,396 | ||||||||||
| Investing activities | (66,554) | (845,514) | ||||||||||||
| Financing activities | (58,175) | 586,449 | ||||||||||||
Cash flows from operating activities result primarily from our earnings before non-cash items such as depreciation, amortization, and stock-based compensation, and are also affected by changes in operating assets and liabilities which consist primarily of working capital balances. Our revenues are derived from manufacturing and sales of building construction materials. Our operating cash flows are subject to seasonality and are cyclically associated with the volume and timing of construction project starts. For example, trade accounts receivable are generally lowest at the end of the fourth quarter and increases during the first, second and third quarters as construction activity ramps in markets we serve.
During the nine months ended September 30, 2023, operating activities provided $398.2 million in cash, as a result of $299.2 million from net income plus $69.3 million non-cash expenses such as depreciation and amortization and stock-based compensation as well as $29.7 million provided by the net change in operating assets and liabilities. The net change in operating assets and liabilities included a decrease of $50.2 million in inventory and an increase of $79.5 million in income taxes payable, partly offset by an increase of $85.2 million in trade accounts receivable.
Cash used in investing activities of $66.6 million during the nine months ended September 30, 2023 was mainly for capital expenditures and acquisition related activities. Our capital spending for the nine months ended September 30, 2023 and September 30, 2022 was $57.5 million and $41.6 million, respectively, which was primarily used for machinery and equipment purchases and real estate improvements. Based on current information and subject to future events and circumstances, total approved capital spending for 2023 will be approximately $100.0 million, compared to the previous estimate of $105.0 to $115.0 million, primarily due to our Columbus facility expansion, for capital expenditures for maintenance, efficiency gains and growth opportunities and for the acquisition of land to construct our recently announced fastener factory. Our acquisition activities were primarily for expanding our product line.
Cash used in financing activities of $58.2 million during the nine months ended September 30, 2023 consisted primarily of $33.7 million used to pay dividends to our stockholders, $17.4 million used for debt repayment and $7.4 million used to pay income taxes on behalf of employees for shares withheld with respect to their vested restricted stock units.
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On October 19, 2023, the Company's Board of Directors (the "Board") declared a quarterly cash dividend of $0.27 per share payable on January 25, 2024, to the Company's stockholders of record on January 4, 2024. On the same date, the Board authorized the Company to repurchase up to $100.0 million of the Company's common stock, effective January 1, 2024 through December 31, 2024.
From October 1, 2023 to November 6, 2023, the Company purchased 333,469 shares of the Company's common stock at an average price of $138.09 per share, for a total of $46.1 million. Since the beginning of 2019 to the quarter ended September 30, 2023 and including shares repurchased from October 1,2023 to November 6, 2023, we have returned $485.7 million to stockholders, which represents approximately 42.8% of our free cash flow and includes repurchasing over 3.3 million shares of the Company's common stock, which represents approximately 7.5% of the outstanding shares of the Company's common stock at the start of 2019.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2023.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We have operations both within the United States and internationally, and are exposed to market risks in the ordinary course of our business.
Foreign Exchange Risk
We have foreign exchange rate risk in our international operations, and through purchases from foreign vendors. Changes in the values of currencies of foreign countries affect our financial position, income statement and cash flows when translated into U.S. Dollars. We estimate that if the exchange rate were to change by 10% in any one country where we have our operations, the change in net income would not be material to our operations taken as a whole.
We may manage our exposure to transactional exposures by entering into foreign currency forward contracts for forecasted transactions and projected cash flows for foreign currencies in future periods. In 2021, 2022 and 2023, we entered into financial contracts at various times to hedge the risk of fluctuations associated with the Euro and the Chinese Yuan during 2022 and 2023.
Interest Rate Risk
Our primary exposure to interest rate risk results from outstanding borrowings under the Amended and Restated Credit Agreement, which bears interest at variable rates. As of September 30, 2023, the outstanding debt under the Amended and Restated Credit Agreement subject to interest rate fluctuations was $566.3 million. The variable interest rates on the Credit Agreement fluctuate and expose us to short-term changes in market interest rates as our interest obligation on this instrument is based on prevailing market interest rates. Interest rates fluctuate as a result of many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control.
We have entered into an interest rate swap agreement to convert the variable interest rate on the balances outstanding under our Amended and Restated Credit Agreement to fixed interest rates. The objective of the interest rate swap agreement is to eliminate the variability of the interest payment cash flows associated with the variable interest rate outstanding under the borrowings. We designated the interest rate swaps as cash flow hedges. Refer to Note 8, "Derivatives and Hedging Instruments", for further information on our interest rate swap contracts in effect as of September 30, 2023.
Commodity Price Risk
In the normal course of business, we are exposed to market risk related to our purchase of steel, a significant raw material upon which our manufacturing depends. The cost of steel increased in 2021 when compared to historical levels due to the worldwide raw material shortage stemming from the COVID-19 pandemic. While steel is typically available from numerous suppliers, the price of steel is a commodity subject to fluctuations that apply across broad spectrums of the steel market. We do not use any derivative or hedging instruments to manage steel price risk. If the price of steel increases, our variable costs would also
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increase. While historically we have successfully mitigated these increased costs through the implementation of price increases, in the future we may not be able to successfully mitigate these costs, which could cause our operating margins to decline.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures. As of September 30, 2023, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the chief executive officer the (“CEO”) and the chief financial officer (the “CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15-d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act). Based on this evaluation, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level. Disclosure controls and procedures are controls and other procedures designed reasonably to assure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures are also designed reasonably to assure that this information is accumulated and communicated to the Company’s management, including the CEO and the CFO, as appropriate to allow timely decisions regarding required disclosure.
The Company’s management, including the CEO and the CFO, does not, however, expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent all fraud and material errors. Internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the facts that there are resource constraints and that the benefits of controls must be considered relative to their costs. The inherent limitations in internal control over financial reporting include the realities that judgments can be faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of internal control is also based in part on assumptions about the likelihood of future events, and there can be only reasonable, not absolute assurance that any design will succeed in achieving its stated goals under all potential events and conditions. Over time, controls may become inadequate because of changes in circumstances, or the degree of compliance with the policies and procedures may deteriorate.
Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the three months ended September 30, 2023, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is subject to various legal and regulatory proceedings relating to contract disputes, personal injury, property damage, employment, product liability, environmental, intellectual property and other matters from time to time in the ordinary course of business (“Proceedings”). The Company accrues a liability for Proceedings when payments associated with the claims become probable and the costs can be reasonably estimated. The Company also considers whether an insurance recovery receivable is applicable and appropriate based on the specific Proceeding. Because Proceedings are inherently uncertain, we are unable to predict the ultimate outcome of Proceedings, or amount of liability, if any, and the actual costs of resolving Proceedings may be substantially higher or lower than the amounts accrued for those activities. However, management believes that the outcome of any Proceedings that are pending or threatened, either individually or in the aggregate, or on a combined basis, will not have a material adverse impact on the Company’s results of operations, financial position or liquidity.
The Company currently is not a party to any legal proceedings 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. Nonetheless, the resolution of any claim or litigation is subject to inherent uncertainty and we could in the future, incur judgments, enter into settlements of claims or revise our expectations regarding the outcome of the various legal proceedings and other matters we are currently involved in, which could materially impact our financial condition, cash flows or results of operations. See “Note 13 — Commitments and Contingencies” to the accompanying unaudited interim consolidated financial statements for certain potential third-party claims.
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Item 1A. Risk Factors.
There have been no material changes to our risk factors reported or new risk factors identified since the filing of our Annual Report on Form 10-K for the year ended December 31, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On December 15, 2022, the Company's Board of Directors (the "Board") publicly announced authorization to repurchase up to $100.0 million of the Company's common stock, effective January 1, 2023 through December 31, 2023.
On October 19, 2023, the Board authorized the Company to repurchase up to $100.0 million of the Company's common stock, effective January 1, 2024 through December 31, 2024.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
The following table sets forth information related to the Company's directors and officers who adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) ("Rule 10b5-1 trading arrangement") or any “non-Rule 10b5-1 trading arrangement,” as such term is defined in Item 408(c) of Regulation S-K, during the three months ended September 30, 2023:
| Name | Title | Action | Date | Rule 10b5-1* | Non-Rule 10b5-1** | Total Shares to be Sold | Expiration Date | ||||||||||||||||
| Roger Dankel | Executive Vice President, North American Sales | Adopted | 8/8/2023 | X | 6,950 | The earlier of (i) the date when all securities under the plan are exercised and sold and (ii) August 7, 2024 | |||||||||||||||||
* Intended to satisfy the affirmative defense of Rule 10b5-1(c)
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)
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Item 6. Exhibits.
| EXHIBIT INDEX | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32 | ||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Schema Linkbase Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Labels Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
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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 thereunto duly authorized.
| Simpson Manufacturing Co., Inc. | ||||||||||||||
| (Registrant) | ||||||||||||||
| DATE: | November 7, 2023 | By /s/Brian J. Magstadt | ||||||||||||
| Brian J. Magstadt | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
| (principal accounting and financial officer) | ||||||||||||||
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