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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

 

ý

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended:                        March 31, 2004

 

 

 

OR

 

 

 

o

 

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:      0-23804

 

 

 

Simpson Manufacturing Co., Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

 

94-3196943

(State or other jurisdiction of incorporation
or organization)

 

(I.R.S. Employer
Identification No.)

 

4120 Dublin Boulevard, Suite 400, Dublin, CA 94568

(Address of principal executive offices)

 

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

 

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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

Yes   ý   No   o

 

The number of shares of the Registrant’s Common Stock outstanding as of March 31, 2004:                                            24,276,394

 

 



 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

 

 

 

March 31,

 

 

 

 

 

(Unaudited)

 

December 31,

 

 

 

2004

 

2003

 

2003

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

70,446,242

 

$

89,976,762

 

$

95,135,885

 

Short-term investments

 

45,456,581

 

22,105,675

 

44,737,867

 

Trade accounts receivable, net

 

106,004,468

 

71,803,708

 

66,073,296

 

Inventories

 

115,290,897

 

99,634,575

 

106,202,713

 

Deferred income taxes

 

7,624,878

 

7,456,455

 

7,821,198

 

Other current assets

 

4,248,835

 

4,892,069

 

4,293,705

 

Total current assets

 

349,071,901

 

295,869,244

 

324,264,664

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

108,477,981

 

101,529,045

 

107,226,319

 

Goodwill

 

23,444,265

 

14,754,292

 

23,655,860

 

Other noncurrent assets

 

7,030,061

 

5,348,950

 

6,545,547

 

Total assets

 

$

488,024,208

 

$

417,501,531

 

$

461,692,390

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Notes payable and current portion of long-term debt

 

$

2,666,161

 

$

2,631,986

 

$

1,113,657

 

Trade accounts payable

 

20,392,693

 

18,974,017

 

22,567,291

 

Accrued liabilities

 

17,902,826

 

11,902,102

 

15,181,487

 

Income taxes payable

 

8,412,050

 

5,633,884

 

 

Accrued profit sharing trust contributions

 

2,082,057

 

1,587,011

 

6,021,136

 

Accrued cash profit sharing and commissions

 

10,583,238

 

6,721,002

 

7,459,428

 

Accrued workers’ compensation

 

2,473,764

 

1,880,764

 

2,423,764

 

Total current liabilities

 

64,512,789

 

49,330,766

 

54,766,763

 

 

 

 

 

 

 

 

 

Long-term debt, net of current portion

 

5,199,434

 

5,278,586

 

5,177,936

 

Other long-term liabilities

 

1,112,856

 

675,769

 

1,443,440

 

Total liabilities

 

70,825,079

 

55,285,121

 

61,388,139

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Notes 6 and 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

Common stock

 

36,573,509

 

52,502,790

 

34,405,552

 

Retained earnings

 

373,437,866

 

308,378,713

 

357,916,036

 

Accumulated other comprehensive income

 

7,187,754

 

1,334,907

 

7,982,663

 

Total stockholders’ equity

 

417,199,129

 

362,216,410

 

400,304,251

 

Total liabilities and stockholders’ equity

 

$

488,024,208

 

$

417,501,531

 

$

461,692,390

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2



 

Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)

 

 

 

Three Months Ended
March 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Net sales

 

$

159,915,734

 

$

116,456,180

 

Cost of sales

 

95,337,098

 

70,845,600

 

Gross profit

 

64,578,636

 

45,610,580

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Selling

 

13,045,528

 

11,526,709

 

General and administrative

 

22,225,820

 

15,598,725

 

 

 

35,271,348

 

27,125,434

 

 

 

 

 

 

 

Income from operations

 

29,307,288

 

18,485,146

 

 

 

 

 

 

 

Interest income, net

 

272,847

 

129,950

 

 

 

 

 

 

 

Income before income taxes

 

29,580,135

 

18,615,096

 

 

 

 

 

 

 

Provision for income taxes

 

11,630,665

 

7,590,194

 

 

 

 

 

 

 

Net income

 

$

17,949,470

 

$

11,024,902

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

Basic

 

$

0.74

 

$

0.45

 

Diluted

 

$

0.73

 

$

0.44

 

 

 

 

 

 

 

Cash dividends declared per common share

 

$

0.10

 

$

 

 

 

 

 

 

 

Number of shares outstanding

 

 

 

 

 

Basic

 

24,272,272

 

24,581,348

 

Diluted

 

24,664,270

 

24,902,398

 

 

Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)

 

 

 

Three Months Ended
March 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Net income

 

$

17,949,470

 

$

11,024,902

 

 

 

 

 

 

 

Other comprehensive income, net of tax:

 

 

 

 

 

Foreign currency translation adjustments

 

(796,276

)

1,039,283

 

Change in net unrealized gains on
available-for-sale investments

 

1,367

 

(12,676

)

 

 

 

 

 

 

Comprehensive income

 

$

17,154,561

 

$

12,051,509

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3



 

Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)

 

 

 

Three Months
Ended March 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

17,949,470

 

$

11,024,902

 

Adjustments to reconcile net income to net cash
used in operating activities:

 

 

 

 

 

Gain on sale of capital equipment

 

(40,997

)

(36,326

)

Depreciation and amortization

 

4,717,031

 

3,966,453

 

Deferred income taxes and long-term liabilities

 

59,098

 

(669,914

)

Noncash compensation related to stock plans

 

1,506,133

 

575,147

 

Changes in operating assets and liabilities, net of
effects of acquisitions:

 

 

 

 

 

Trade accounts receivable, net

 

(40,007,624

)

(16,384,384

)

Inventories

 

(9,325,265

)

(6,024,822

)

Trade accounts payable

 

(2,267,281

)

4,535,400

 

Income taxes payable

 

10,145,487

 

7,220,682

 

Accrued profit sharing trust contributions

 

(3,931,734

)

(3,562,218

)

Accrued cash profit sharing and commissions

 

3,125,651

 

549,212

 

Other current assets

 

(2,457,741

)

(2,811,729

)

Accrued liabilities

 

316,074

 

(1,408,331

)

Accrued workers’ compensation

 

50,000

 

195,000

 

Other noncurrent assets

 

26,543

 

(70,715

)

Total adjustments

 

(38,084,625

)

(13,926,545

)

 

 

 

 

 

 

Net cash used in operating activities

 

(20,135,155

)

(2,901,643

)

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Capital expenditures

 

(6,151,311

)

(7,600,876

)

Asset acquisitions, net of cash acquired

 

 

(65,684

)

Proceeds from sale of capital equipment

 

40,541

 

39,705

 

Purchases of available-for-sale investments

 

(26,217,348

)

(8,443,908

)

Sales of available-for-sale investments

 

25,500,000

 

4,009,168

 

Net cash used in investing activities

 

(6,828,118

)

(12,061,595

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Line of credit borrowings

 

1,874,190

 

1,323,368

 

Repayment of debt and line of credit borrowings

 

(125,498

)

(318,230

)

Issuance of common stock

 

684,455

 

482,283

 

Net cash provided by financing activities

 

2,433,147

 

1,487,421

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

(159,517

)

134,523

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(24,689,643

)

(13,341,294

)

Cash and cash equivalents at beginning of period

 

95,135,885

 

103,318,056

 

Cash and cash equivalents at end of period

 

$

70,446,242

 

$

89,976,762

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4



 

Simpson Manufacturing Co., Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

 

1.                                       Basis of Presentation

 

Interim Period Reporting

 

The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and footnotes required by accounting principles generally accepted in the United States of America have been condensed or omitted. These interim statements should be read in conjunction with the consolidated financial statements and the notes thereto included in Simpson Manufacturing Co., Inc.’s (the “Company’s”) 2003 Annual Report on Form 10-K (the “2003 Annual Report”).

 

The unaudited quarterly condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial information set forth therein, in accordance with accounting principles generally accepted in the United States of America. The year-end condensed consolidated balance sheet data were derived from audited financial statements, but do not include all disclosures required by accounting principles generally accepted in the United States of America. The Company’s quarterly results may be subject to fluctuations. As a result, the Company believes the results of operations for the interim periods are not necessarily indicative of the results to be expected for any future period.

 

Revenue Recognition

 

The Company recognizes revenue as title to products is transferred to customers or services are rendered, net of applicable provision for discounts, returns and allowances whether actual or estimated based on the Company’s experience.

 

Net Income Per Common Share

 

Basic net income per common share is computed based upon the weighted average number of common shares outstanding. Potentially dilutive securities, using the treasury stock method, are included in the diluted per-share calculations for all periods when the effect of their inclusion is dilutive.

 

5



 

The following is a reconciliation of basic earnings per share (“EPS”) to diluted EPS:

 

 

 

Three Months Ended
March 31, 2004

 

Three Months Ended
March 31, 2003

 

 

 

Income

 

Shares

 

Per
Share

 

Income

 

Shares

 

Per
Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

Income available to common stockholders

 

$

17,949,470

 

24,272,272

 

$

0.74

 

$

11,024,902

 

24,581,348

 

0.45

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of Dilutive Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

391,998

 

(0.01

)

 

321,050

 

(0.01

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

Income available to common stockholders

 

$

17,949,470

 

24,664,270

 

$

0.73

 

$

11,024,902

 

24,902,398

 

$

0.44

 

 

Accounting for Stock-Based Compensation

 

The Company maintains two stock option plans under which the Company may grant incentive stock options and non-qualified stock options to employees, consultants and non-employee directors. Stock options have been granted with exercise prices at or above the fair market value on the date of grant. Options vest and expire according to terms established at the grant date.

 

Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans based on the fair value of options granted. In December 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” which amends SFAS No. 123. SFAS No. 148 requires more prominent and frequent disclosures about the effects of stock-based compensation.

 

6



 

The Company has adopted SFAS No. 148 and SFAS No. 123 and has used the prospective method of applying SFAS No. 123 for the transition. For stock options that have been granted prior to January 1, 2003, the Company will continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Accordingly, because the grant price equaled or exceeded the market price on the date of grant for options issued by the Company, no compensation expense has been recognized for stock options granted prior to January 1, 2003. For the three months ended March 31, 2004 and 2003, the Company has recognized an after-tax expense of approximately $815,000 and $250,000, respectively.

 

Had compensation cost for the Company’s stock options for all grants been recognized based upon the estimated fair value on the grant date under the fair value methodology prescribed by SFAS No. 123, as amended by SFAS No. 148, the Company’s net income and earnings per share would have been as follows:

 

 

 

Three Months Ended
March 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Net income, as reported

 

$

17,949,470

 

$

11,024,902

 

Deduct total stock-based employee compensation
expense determined under the fair value method
for all awards granted prior to January 1, 2003,
net of related tax effects

 

12,452

 

93,274

 

Pro forma

 

$

17,937,018

 

$

10,931,628

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

Basic, as reported

 

$

0.74

 

$

0.45

 

Basic, pro forma

 

0.74

 

0.44

 

 

 

 

 

 

 

Diluted, as reported

 

0.73

 

0.44

 

Diluted, pro forma

 

0.73

 

0.44

 

 

The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience.

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform to the 2004 presentation with no effect on net income or retained earnings as previously reported.

 

2.                                       Trade Accounts Receivable, net

 

Trade accounts receivable consist of the following:

 

 

 

At March 31,

 

At December 31,
2003

 

 

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

Trade accounts receivable

 

$

108,936,659

 

$

74,289,038

 

$

68,717,357

 

Allowance for doubtful accounts

 

(1,573,209

)

(1,881,085

)

(1,889,210

)

Allowance for sales discounts

 

(1,358,982

)

(604,245

)

(754,851

)

 

 

$

106,004,468

 

$

71,803,708

 

$

66,073,296

 

 

7



 

3.                                       Inventories

 

The components of inventories consist of the following:

 

 

 

At March 31,

 

At December 31,
2003

 

 

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

Raw materials

 

$

47,085,114

 

$

33,709,295

 

$

38,822,274

 

In-process products

 

15,109,278

 

14,510,596

 

15,132,723

 

Finished products

 

53,096,505

 

51,414,684

 

52,247,716

 

 

 

$

115,290,897

 

$

99,634,575

 

$

106,202,713

 

 

4.                                       Property, Plant and Equipment, net

 

Property, plant and equipment, net consists of the following:

 

 

 

At March 31,

 

At December 31,

2003

 

 

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

Land

 

$

13,130,093

 

$

13,116,439

 

$

13,133,848

 

Buildings and site improvements

 

63,761,809

 

54,377,163

 

64,054,606

 

Leasehold improvements

 

5,861,256

 

5,838,193

 

5,833,533

 

Machinery and equipment

 

128,187,553

 

113,703,323

 

125,987,726

 

 

 

210,940,711

 

187,035,118

 

209,009,713

 

Less accumulated depreciation and amortization

 

(109,787,233

)

(97,068,370

)

(105,397,774

)

 

 

101,153,478

 

89,966,748

 

103,611,939

 

Capital projects in progress

 

7,324,503

 

11,562,297

 

3,614,380

 

 

 

$

108,477,981

 

$

101,529,045

 

$

107,226,319

 

 

8



 

5.                                       Investments

 

As of March 31, 2004, the Company held a 35.0% investment in Keymark Enterprises, LLC (“Keymark”), for which it accounts using the equity method. The Company believes that the carrying value of its investment in Keymark exceeds its fair value and therefore has written down the value of its investment to zero.

 

Available-for-Sale Investments

 

The Company’s investments in all debt securities are classified as either cash and cash equivalents or available-for-sale investments. As of March 31, 2004 and 2003, the Company’s investments were as follows:

 

 

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Estimated
Fair
Value

 

At March 31, 2004

 

 

 

 

 

 

 

 

 

Debt investments

 

 

 

 

 

 

 

 

 

Municipal bonds

 

$

45,451,236

 

$

34,630

 

$

29,285

 

$

45,456,581

 

Commercial paper

 

5,106,910

 

 

 

5,106,910

 

Total debt investments

 

50,558,146

 

34,630

 

29,285

 

50,563,491

 

Money market instruments and funds

 

19,997

 

 

 

19,997

 

 

 

$

50,578,143

 

$

34,630

 

$

29,285

 

$

50,583,488

 

 

 

 

 

 

 

 

 

 

 

At March 31, 2003

 

 

 

 

 

 

 

 

 

Debt investments

 

 

 

 

 

 

 

 

 

Municipal bonds

 

$

19,145,206

 

$

21,435

 

$

 

$

19,166,641

 

Commercial paper

 

6,016,316

 

 

 

6,016,316

 

Total debt investments

 

25,161,522

 

21,435

 

 

25,182,957

 

Money market instruments and funds

 

37,904

 

 

 

37,904

 

 

 

$

25,199,426

 

$

21,435

 

$

 

$

25,220,861

 

 

Of the total estimated fair value of debt securities, $5,126,907 and $3,115,186 was classified as cash equivalents as of March 31, 2004 and 2003, respectively, and $45,456,581 and $22,105,675 was classified as short-term investments as of March 31, 2004 and 2003, respectively.

 

As of March 31, 2004, contractual maturities of the Company’s available-for-sale investments were as follows:

 

 

 

Amortized
Cost

 

Estimated
Fair
Value

 

 

 

 

 

 

 

Amounts maturing in less than 1 year

 

$

9,823,782

 

$

9,802,998

 

Amounts maturing in 1 – 5 years

 

13,801,504

 

13,819,659

 

Amounts maturing in 5 – 10 years

 

3,532,005

 

3,536,550

 

Amounts maturing after 10 years

 

18,293,945

 

18,297,374

 

 

 

$

45,451,236

 

$

45,456,581

 

 

During the three months ended March 31, 2003, there was a loss of $1,368 related to the sale of available-for-sale investments.

 

9



 

6.                                       Debt

 

Outstanding debt at March 31, 2004 and 2003, and December 31, 2003, and the available credit at March 31, 2004, consisted of the following:

 

 

 

Available

 

Debt Outstanding

 

 

 

Credit at
March 31,

 

at
March 31,

 

at
December 31,

 

 

 

2004

 

2004

 

2003

 

2003

 

 

 

 

 

 

 

 

 

 

 

Revolving line of credit, interest at bank’s reference rate less 0.50% (at March 31, 2004, the bank’s reference rate less 0.50% was 3.50%), expires November 2004

 

$

12,941,882

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Revolving term commitment, interest at bank’s prime rate less 0.50% (at March 31, 2004, the bank’s prime rate less 0.50% was 3.50%), expires June 2005

 

9,200,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving line of credit, interest at the bank’s base rate plus 2% (at March 31, 2004, the bank’s base rate plus 2% was 6.0%), expires September 2004

 

456,446

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving line of credit, interest at 4.50%, expires June 2004

 

2,699,686

 

1,846,227

 

 

 

 

 

 

 

 

 

 

 

 

 

Term loan, interest at LIBOR plus 1.375% (at March 31, 2004, LIBOR plus 1.375% was 2.495%), expires May 2008

 

 

1,350,000

 

1,650,000

 

1,350,000

 

 

 

 

 

 

 

 

 

 

 

Term loans, interest rates between 4.00% and 6.23%, expirations between 2006 and 2018

 

 

4,669,368

 

6,260,572

 

4,941,593

 

 

 

 

 

 

 

 

 

 

 

Standby letter of credit facilities

 

858,118

 

 

 

 

 

 

26,156,132

 

7,865,595

 

7,910,572

 

6,291,593

 

 

 

 

 

 

 

 

 

 

 

Less notes payable and current portion of long-term debt

 

 

 

(2,666,161

)

(2,631,986

)

(1,113,657

)

Long-term debt, net of current portion

 

 

 

$

5,199,434

 

$

5,278,586

 

$

5,177,936

 

Standby letters of credit issued and outstanding

 

(858,118

)

 

 

 

 

 

 

 

 

$

25,298,014

 

 

 

 

 

 

 

 

As of March 31, 2004, the Company had one outstanding standby letter of credit in the amount of $858,118 to guarantee performance on the Company’s leased facility in the United Kingdom.

 

7.                                       Commitments and Contingencies

 

Note 9 to the consolidated financial statements in the Company’s 2003 Annual Report provides information concerning commitments and contingencies. From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. The Company does not believe that the outcomes of currently pending matters will have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

 

The Company’s policy with regard to environmental liabilities is to accrue for future environmental assessments and remediation costs as they are discovered and become estimable. The Company does not believe that these matters will have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

 

10



 

Corrosion, hydrogen enbrittlement, stress corrosion cracking, hardness, wood pressure-treating chemicals, misinstallations, environmental conditions or other factors can contribute to failure of fasteners and connectors. On occasion, some of the fasteners that the Company sells have failed, although the Company has not incurred any material liability resulting from those failures. The Company attempts to avoid such failures by establishing and monitoring appropriate product specifications, manufacturing quality control procedures, inspection procedures and information on appropriate installation methods and conditions.

 

8.                                       Segment Information

 

The Company is organized into two primary segments. The segments are defined by types of products manufactured, marketed and distributed to the Company’s customers. The two product segments are connector products and venting products. These segments are differentiated in several ways, including the types of materials used, the production process, the distribution channels used and the applications in which the products are used. Transactions between the two segments were immaterial for each of the periods presented.

 

The following table illustrates certain measurements used by management to assess the performance of the segments described above as of or for the following periods:

 

 

 

Three Months Ended
March 31,

 

 

 

2004

 

2003

 

Net Sales

 

 

 

 

 

Connector products

 

$

142,510,000

 

$

100,388,000

 

Venting products

 

17,406,000

 

16,068,000

 

Total

 

$

159,916,000

 

$

116,456,000

 

 

 

 

 

 

 

Income from Operations

 

 

 

 

 

Connector products

 

$

28,537,000

 

$

16,730,000

 

Venting products

 

1,639,000

 

2,197,000

 

All other

 

(869,000

)

(442,000

)

Total

 

$

  29,307,000

 

$

 18,485,000

 

 

 

 

 

 

 

At
December 31,

2003

 

 

 

At March 31,

 

 

 

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

Total Assets

 

 

 

 

 

 

 

Connector products

 

$

317,907,000

 

$

254,251,000

 

$

272,917,000

 

Venting products

 

42,671,000

 

40,286,000

 

38,628,000

 

All other

 

127,446,000

 

122,964,000

 

150,147,000

 

Total

 

$

488,024,000

 

$

417,501,000

 

$

461,692,000

 

 

Cash collected by the Company’s subsidiaries is routinely transferred into the Company’s cash management accounts and, therefore, has been included in the total assets of the segment entitled “All other.” Cash and cash equivalent and short-term investment balances in the “All other” segment were approximately $115,685,000, $111,019,000 and $139,021,000 as of March 31, 2004 and 2003, and December 31, 2003, respectively.

 

11



 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Certain matters discussed below are forward-looking statements that involve risks and uncertainties, certain of which are discussed in this report and in other reports filed by the Company with the Securities and Exchange Commission. Actual results might differ materially from results suggested by any forward-looking statements in this report.

 

The following is a discussion and analysis of the consolidated financial condition and results of operations for the Company for the three months ended March 31, 2004 and 2003. The following should be read in conjunction with the interim Condensed Consolidated Financial Statements and related Notes appearing elsewhere herein.

 

Results of Operations for the Three Months Ended March 31, 2004, Compared with the Three Months Ended March 31, 2003

 

Net sales increased 37.3% to $159,915,734 as compared to net sales of $116,456,180 for the first quarter of 2003. Net income increased 62.8% to $17,949,470 for the first quarter of 2004 as compared to net income of $11,024,902 for the first quarter of 2003. Diluted net income per common share was $0.73 for the first quarter of 2004 as compared to $0.44 for the first quarter of 2003. The Company’s management considers the first quarter of 2004 performance to be extraordinary and may not be representative of future performance.

 

In the first quarter of 2004, sales growth occurred throughout North America and Europe. The growth in the United States was strongest in the southern and northeastern regions. Simpson Strong-Tie’s first quarter sales increased 42.0% over the same quarter last year, while Simpson Dura-Vent’s sales increased 8.3%. Lumber dealers, dealer distributors and home centers were the fastest growing Simpson Strong-Tie connector sales channels. The sales increase was broad based across most of Simpson Strong-Tie’s major product lines. Simpson Strong-Tie’s Strong-Wall, engineered wood products and core products, which include joist hangers and column bases and caps, had the highest percentage growth rates in sales. Sales of Simpson Dura-Vent’s pellet vent, chimney and gas vent products increased compared to the first quarter of 2003, while sales of its Direct-Vent product line decreased primarily as a result of the loss of the customer who began to supply these products from internal sources. The timing of the loss of this customer in the second half of 2003 was expected and previously disclosed.

 

Income from operations increased 58.5% from $18,485,146 in the first quarter of 2003 to $29,307,288 in the first quarter of 2004 and gross margins increased from 39.2% in the first quarter of 2003 to 40.4% in the first quarter of 2004. This increase was primarily due to improved absorption of overhead costs, partially offset by an increase in material costs, mainly steel, the prices of which have continued to increase at unprecedented rates. To reduce the influence of rising steel prices, the Company purchased additional steel in the fourth quarter of 2003 and early in the first quarter of 2004 which is reflected in its inventory balances. If the prices of steel stay at their current levels or increase further, as expected, the Company’s margins could deteriorate.

 

Selling expenses increased 13.2% from $11,526,709 in the first quarter of 2003 to $13,045,528 in the first quarter of 2004, primarily due to increased costs associated with the addition of sales personnel, including those related to the acquisition in May 2003 of MGA Construction Hardware & Steel Fabricating Limited and MGA Connectors Limited (collectively, “MGA”) in Canada, and increased promotional activities. General and administrative expenses increased 42.5% from $15,598,725 in the first quarter of 2003 to $22,225,820 in the first quarter of 2004. This increase was primarily due to increased cash profit sharing, as a result of higher operating income, and stock option expenses. The increase was also partially due to higher legal expenses and increased cost associated with the addition of administrative employees, including those related to the acquisition of MGA. In addition, the Company donated $0.5 million to a university in central California to help fund the research and development of innovative construction practices. The tax rate was 39.3% in the first quarter of 2004, down from 40.8% in the first quarter of 2003. The decrease was primarily due to tax credits in an enterprise zone related to the expansion of the Company’s facilities in Stockton, California.

 

12



 

In April 2004, the Company’s Danish subsidiary acquired 100% of the shares of ATF Furrer Holz GmbH (“ATF”), in Switzerland, for approximately $0.5 million. ATF distributes a line of hidden connectors in some European countries.

 

In April 2004, the Company’s Board declared a dividend of $0.10 per share. The record date for this dividend is July 6, 2004, and it will be paid on July 21, 2004.

 

The Company intends to repurchase of up to approximately 575,000 shares of its Common Stock in the open market in the second quarter of 2004 to reduce the dilutive effect of recently granted stock options. At current prices, the Company estimates that the cost of the transactions will total between $25 million and $30 million. Such costs will be part of the $50 million that the Company’s Board of Directors authorized in December 2003.

 

Liquidity and Sources of Capital

 

As of March 31, 2004, working capital was $284.6 million as compared to $246.5 million at March 31, 2003, and $269.5 million at December 31, 2003. The increase in working capital from December 31, 2003, was primarily due to the increase in the Company’s trade accounts receivable of approximately $39.9 million, resulting from higher sales levels and from the Company’s seasonal buying programs. There was also an increase in inventories of approximately $9.1 million primarily due to raw material purchases, mainly steel, to accumulate raw material stock to secure supplies as prices rose. In addition, there was a decrease in accrued profit sharing trust of approximately $3.9 million as a result of the Company making its annual contribution to employee accounts and a decrease in trade accounts payable of approximately $2.2 million. Offsetting these factors was a decrease in cash and cash equivalents of approximately $24.7 million and increases in taxes payable, accrued cash profit sharing and accrued liabilities totaling approximately $14.3 million. The balance of the change in working capital was due to the fluctuation of various other asset and liability accounts. The working capital change and changes in noncurrent assets and liabilities, combined with net income and noncash expenses, including depreciation, amortization and stock compensation charges, totaling approximately $24.2 million, resulted in net cash used in operating activities of approximately $20.1 million. As of March 31, 2004, the Company had unused credit facilities available of approximately $25.3 million.

 

The Company used approximately $6.8 million in its investing activities of which approximately $6.2 million was used for capital expenditures. Approximately $1.2 million of the capital expenditures comprised real estate and related purchases, primarily for the expansion of its manufacturing facilities in Stockton, California, and for construction of its new manufacturing facility in McKinney, Texas.

 

The Company’s financing activities provided net cash of approximately $2.4 million, primarily from borrowings on the Company’s credit lines of its European subsidiaries and the issuance of the Company’s stock through its stock option and bonus plans.

 

The Company believes that cash generated by operations and borrowings available under its existing credit agreements will be sufficient for the Company’s working capital needs and planned capital expenditures over the next twelve months. Depending on the Company’s future growth and possible acquisitions, it may become necessary to secure additional sources of financing.

 

The Company believes that the effect of inflation on the Company has not been material in recent years, as inflation rates have remained relatively low. However, recent increases in the price of steel, the Company’s main raw material, and the possibility of further increases, which are expected over the short-term, may adversely affect the Company’s margins if it cannot recover the higher costs through price increases.

 

13



 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

The Company’s short-term investments consisted of debt securities of approximately $45.5 million as of March 31, 2004. These securities, like all fixed income instruments, are subject to interest rate risk and will vary in value as market interest rates fluctuate. If market interest rates were to increase immediately and uniformly by 10% or less from levels as of March 31, 2004, the decline in the fair value of the investments would not be material.

 

The Company has foreign exchange rate risk in its international operations, primarily Europe and Canada, and through purchases from foreign vendors. The Company does not currently hedge this risk. If the exchange rate changed by 10% in any one country where the Company has operations, the change in net income would not be material to its operations taken as a whole. The translation adjustment resulted in a loss of approximately $0.8 million in the first quarter of 2004 primarily due to the effect of the strengthening of the U.S. dollar in relation to European and Canadian currencies.

 

Item 4. Controls and Procedures.

 

As of March 31, 2004, an evaluation was performed under the supervision and with the participation of the Company’s management, including the chief executive officer (“CEO”) and the chief financial officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the CEO and the CFO concluded that the Company’s disclosure controls and procedures were effective as of that date. No significant changes in the Company’s internal controls or other factors have occurred that could significantly affect controls subsequent to that date.

 

14



 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. The Company does not believe that the outcomes of these matters will have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

 

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.

 

The Company intends to repurchase of up to approximately 575,000 shares of its Common Stock in the open market in the second quarter of 2004 to reduce the dilutive effect of recently granted stock options. At current prices, the Company estimates that the cost of the transactions will total between $25 million and $30 million. Such costs will be part of the $50 million that the Company’s Board of Directors authorized in December 2003. This authorization will remain in effect through December 31, 2004.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

None.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits and Reports on Form 8-K.

 

a.

 

Exhibits.

 

 

 

 

 

11.

Statements re computation of earnings per share.

 

 

31.

Rule 13a-14(a)/15d-14(a) Certifications.

 

 

32.

Section 1350 Certifications.

 

 

 

 

b.

 

Reports on Form 8-K

 

 

 

 

 

Report on Form 8-K, dated January 27, 2004, reporting under item 9 the Company’s announcement of its fourth quarter 2003 earnings.

 

 

 

 

 

Report on Form 8-K, dated February 23, 2004, reporting under item 5 the Company’s announcement of its appointment of two new members of to its Board of Directors.

 

 

 

 

 

Report on Form 8-K, dated March 15, 2004, reporting under item 9 the Company’s disclosure of certain tax fees paid to PricewaterhouseCoopers LLP in 2003.

 

15



 

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:

May 5, 2004

 

By

/s/Michael J. Herbert

 

 

Michael J. Herbert

 

 

Chief Financial Officer

 

 

(principal accounting and financial officer)

 

 

16