Simpson Manufacturing Co., Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk We have operations both within the U.S. and internationally, and we are exposed to market risks in the ordinary course of our business, including changes to foreign currency exchange rates and interest rates and fluctuations in commodity prices. Foreign Exchange Risk 36 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 2020 and 2021, we entered into financial contracts to hedge the risk of fluctuations associated with the Chinese Yuan. Foreign currency translation adjustments on our underlying assets and liabilities resulted in an accumulated other comprehensive loss of $7.3 million for the year ended December 31, 2021, due to the effects of the strengthening United States Dollar in relation to almost all other countries. Interest Rate Risk Our primary exposure to interest rate risk results from outstanding borrowings under our $300 million revolving line of credit facility (the "Credit Facility") with Wells Fargo Bank, which bears interest at variable rates. The variable interest rates on the Credit Facility 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. As of December 31, 2021, the total outstanding debt subject to interest rate fluctuations was zero. 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. Steel cost increased in 2021 when compared to 2020 and 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 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. As noted above, higher steel prices not mitigated by price increases will likely result in a 500 basis point decline in operating margins for the full year of 2022 compared to operating margins for the full year of 2021. 37 Item 8. Consolidated Financial Statements and Supplementary Data. SIMPSON MANUFACTURING CO., INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated financial statements Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) 39 Consolidated Balance Sheets at December 31, 2021 and 2020 42 Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019 43 Consolidated Statements of Stockholders' Equity for the years ended December 2021, 2020 and 2019 44 Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 45 Notes to the Consolidated Financial Statements 46 Financial Statement Schedule Schedule II — Valuation and Qualifying Accounts 70 38 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Simpson Manufacturing Co., Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Simpson Manufacturing Co. Inc., (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2021 based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 25, 2022 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matter The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Inventory valuation As described further in Note 1 to the financial statements, the Company accounts for inventory at the lower of cost or net realizable value. The Company impairs slow-moving products by comparing inventories on hand to projected demand. Unexpected changes in market demand, building codes or buyer preferences could reduce the rate of inventory turn and require the Company to recognize an impairment. We identified the net realizable value of inventory as a critical audit matter. The principal considerations for our determination that the net realizable value of inventory is a critical audit matter is that the evaluation of slow moving and obsolete inventory relies on the use of management judgment to forecast future demand and assess market conditions, resulting in estimation uncertainty. Auditor subjectivity and effort was required to evaluate management’s judgments and assumptions. Our audit procedures related to net realizable value of inventory included the following, among others. • We tested the design and operating effectiveness of controls related to the calculation of the net realizable value of inventory, including controls over the review of the demand forecast. • We tested the completeness and accuracy of the underlying data used in the calculation of net realizable value. • We evaluated the reasonableness of management’s demand forecasts by performing the following: ◦ Compared prior year forecasts with actual results to evaluate management’s ability to estimate future demand. 39 ◦ Assessed forecasted demand for consistency with evidence obtained in other areas of the audit. ◦ Performed a sensitivity analysis on demand assumptions to determine the impact on the net realizable value. • We recalculated and assessed the appropriateness of the formulaic calculation and management adjustments by making inquiries of management and various individuals outside of the accounting team to obtain support for selected adjustments and obtain supporting documentation when applicable. S&P Clever reporting unit goodwill impairment assessment As described further in Note 10 to the consolidated financial statements, the company’s goodwill balance as of December 31, 2021 was $134.0 million, of which $23.1 million related to the S&P Clever reporting unit. The company performs goodwill impairment testing at the reporting unit level on an annual basis. The company uses a combination of the income approach (discounted cash flow method) and the market approach, equally weighted in its annual goodwill impairment assessment. We identified the assessment of the carrying value of goodwill for the S&P Clever reporting unit as a critical audit matter. The principal considerations for our determination that the assessment of the carrying value of goodwill for the S&P Clever reporting unit is a critical audit matter are that significant auditor judgement, including the need to involve our valuation specialists, was required to evaluate the Company’s estimate of fair value of the S&P Clever reporting unit, which was developed, in part, using a discounted cash flow model. Specifically, auditing the key assumptions used in the reporting unit’s discounted cash flow model which are forecasted financial information, the discount rate, and multiple rates. Changes to those assumption could have a significant effect on the Company’s assessment of the impairment of the goodwill. Our audit procedures related to the assessment of the carrying value of goodwill for the S&P Clever reporting unit included the following, among others. • We tested the effectiveness of controls within the goodwill impairment analysis, including those over forecasted financial information, the discount rate and multiple rates. • We evaluated management’s historical ability to accurately forecast by comparing actual results to management’s previously forecasted financial information for the same period. • We evaluated the reasonableness of management’s forecasted financial information by comparing the forecasted financial information to historical results, including considering any circumstances affecting the current macroeconomic environment. • With the assistance of our valuation specialists, we evaluated the discount rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing an independent estimate of the discount rate and comparing that to the discount rate selected by management. • With the assistance of our valuation specialists, we evaluated the industry-comparable multiples, including testing the underlying source information and mathematical accuracy of the calculations, the acceptability of the selected companies within the Company’s peer group, and comparing the multiples selected by management to companies in the same industry. /s/ Grant Thornton LLP We have served as the Company’s auditor since 2015. San Francisco, California February 25, 2022 40 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Simpson Manufacturing Co., Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Simpson Manufacturing Co., Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2021, and our report dated February 25, 2022 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financing Reporting (“Management’s Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Grant Thornton LLP San Francisco, California February 25, 2022 41 Simpson Manufacturing Co., Inc. and Subsidiaries Consolidated Balance Sheets (In thousands, except per share data) December 31, 2021 2020 ASSETS Current assets Cash and cash equivalents $ 301,155 $ 274,639 Trade accounts receivable, net 231,021 165,128 Inventories 443,756 283,742 Other current assets 22,903 29,630 Total current assets 998,835 753,139 Property, plant and equipment, net 259,869 255,184 Operating lease right-of-use assets 45,438 45,792 Goodwill 134,022 135,844 Intangible assets, net 26,269 26,800 Other noncurrent assets 19,692 15,810 Total assets $ 1,484,125 $ 1,232,569 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Trade accounts payable $ 57,215 $ 48,271 Accrued liabilities and other current liabilities 187,387 145,790 Total current liabilities 244,602 194,061 Operating lease liabilities 37,091 37,199 Deferred income tax and other long-term liabilities 18,434 20,366 Total liabilities 300,127 251,626 Commitments and contingencies (see Note 14) Stockholders’ equity Common stock, par value $0.01; authorized shares, 160,000; issued and outstanding shares, 43,217 and 43,326 at December 31, 2021 and 2020, respectively 432 433 Additional paid-in capital 294,330 284,007 Retained earnings 906,841 720,441 Treasury stock — ( 13,510 ) Accumulated other comprehensive loss ( 17,605 ) ( 10,428 ) Total stockholders’ equity 1,183,998 980,943 Total liabilities and stockholders’ equity $ 1,484,125 $ 1,232,569 The accompanying notes are an integral part of these consolidated financial statements 42 Simpson Manufacturing Co., Inc. and Subsidiaries Consolidated Statements of Operations (In thousands, except per share data) Years Ended December 31, 2021 2020 2019 Net sales $ 1,573,217 $ 1,267,945 $ 1,136,539 Cost of sales 818,187 691,561 644,409 Gross profit 755,030 576,384 492,130 Operating expenses: Research and development and other engineering 59,381 50,807 47,058 Selling 135,004 112,517 112,568 General and administrative 193,176 161,029 157,274 Total operating expenses 387,561 324,353 316,900 Net gain on disposal of assets ( 324 ) ( 332 ) ( 6,024 ) Income from operations $ 367,793 $ 252,363 $ 181,254 Interest expense, net and other ( 3,662 ) ( 2,012 ) ( 1,730 ) Foreign exchange gain (loss), net and other ( 5,582 ) ( 787 ) ( 1,167 ) Income before taxes 358,549 249,564 178,357 Provision for income taxes 92,102 62,564 44,375 Net income $ 266,447 $ 187,000 $ 133,982 Other comprehensive income Translation adjustment ( 7,313 ) 14,172 885 Unamortized pension adjustments, net of tax 404 ( 161 ) ( 1,064 ) Cash flow hedge adjustment, net of tax ( 268 ) 390 — Comprehensive income $ 259,270 $ 201,401 $ 133,803 Net income per common share: Basic $ 6.15 $ 4.28 $ 3.00 Diluted $ 6.12 $ 4.27 $ 2.98 Weighted average number of shares of common stock outstanding Basic 43,325 43,709 44,735 Diluted 43,532 43,841 44,921 The accompanying notes are an integral part of these consolidated financial statements 43 Simpson Manufacturing Co., Inc. and Subsidiaries Consolidated Statements of Stockholders’ Equity For the years ended December 31, 2019, 2020 and 2021 (In thousands, except per share data) Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Common Stock Retained Earnings Treasury Stock Shares Par Value Total Balance at January 1, 2019 44,998 $ 453 $ 276,504 $ 628,207 $ ( 24,650 ) $ ( 25,000 ) $ 855,514 Net income — — — 133,982 — — 133,982 Translation adjustment, net of tax — — — — 885 — 885 Pension adjustment, net of tax — — — — ( 1,064 ) — ( 1,064 ) Stock-based compensation expense — — 9,325 — — — 9,325 Repurchase of common stock ( 972 ) — — — — ( 60,816 ) ( 60,816 ) Retirement of common stock ( 13 ) — ( 76,424 ) 76,437 — Cash dividends declared on common stock, $0.91 per share — — — ( 40,258 ) — — ( 40,258 ) Shares issued from release of restricted stock units 178 2 ( 5,905 ) — — — ( 5,903 ) Common stock issued at $54.31 per share 5 — 292 — — — 292 Balance at December 31, 2019 44,209 442 280,216 645,507 ( 24,829 ) ( 9,379 ) 891,957 Net income — — — 187,000 — 187,000 Translation adjustment, net of tax — — — — 14,172 — 14,172 Pension adjustment, net of tax — — — — ( 161 ) — ( 161 ) Cash flow hedge adjustment, net of tax — — — — 390 — 390 Stock-based compensation expense — — 11,410 — — — 11,410 Repurchase of common stock ( 1,053 ) — — — — ( 76,189 ) ( 76,189 ) Retirement of common stock — ( 10 ) — ( 72,048 ) — 72,058 — Cash dividends declared on common stock, $0.92 per share — — — ( 40,018 ) — — ( 40,018 ) Shares issued from release of restricted stock units 166 1 ( 7,960 ) — — — ( 7,959 ) Common stock issued at $88.31 per share 4 — 341 — — — 341 Balance at December 31, 2020 43,326 433 284,007 720,441 ( 10,428 ) ( 13,510 ) 980,943 Net income — — — 266,447 — 266,447 Translation adjustment, net of tax — — — — ( 7,313 ) — ( 7,313 ) Pension adjustment, net of tax — — — — 404 — 404 Cash flow hedge adjustment, net of tax — — — — ( 268 ) — ( 268 ) Stock-based compensation expense — — 15,029 — — — 15,029 Repurchase of common stock ( 222 ) — — — — ( 24,125 ) ( 24,125 ) Retirement of common stock — ( 3 ) — ( 37,632 ) — 37,635 — Cash dividends declared on common stock, $0.98 per share — — — ( 42,415 ) — — ( 42,415 ) Shares issued from release of restricted stock units 106 2 ( 5,397 ) — — — ( 5,395 ) Common stock issued at $93.45 per share 7 — 691 — — — 691 Balance at December 31, 2021 43,217 $ 432 $ 294,330 $ 906,841 $ ( 17,605 ) $ — $ 1,183,998 The accompanying notes are an integral part of these consolidated financial statements 44 Simpson Manufacturing Co., Inc. and Subsidiaries Consolidated Statements of Cash Flows (In thousands) Years Ended December 31, 2021 2020 2019 Cash flows from operating activities Net income $ 266,447 $ 187,000 $ 133,982 Adjustments to reconcile net income to net cash provided by operating activities: Loss (gain) on sale of assets and other 2,116 ( 318 ) ( 6,023 ) Depreciation and amortization 42,477 38,767 38,402 Noncash lease expense 9,562 6,984 7,136 Deferred income taxes ( 915 ) 3,179 2,557 Noncash compensation related to stock plans 17,715 13,507 10,434 Provision for (benefit from ) doubtful accounts 393 ( 98 ) 977 Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: Trade accounts receivable ( 67,993 ) ( 22,107 ) 6,096 Inventories ( 164,202 ) ( 27,219 ) 23,655 Other current assets ( 1,951 ) ( 845 ) ( 3,808 ) Trade accounts payable 10,235 11,360 ( 845 ) Accrued liabilities and other current liabilities 50,548 7,754 ( 145 ) Other noncurrent assets and liabilities ( 13,137 ) ( 10,392 ) ( 6,756 ) Net cash provided by operating activities 151,295 207,572 205,662 Cash flows from investing activities Capital expenditures ( 43,738 ) ( 32,579 ) ( 32,699 ) Acquisitions, net of cash acquired ( 218 ) ( 2,797 ) ( 2,650 ) Purchases of intangible assets ( 5,856 ) ( 5,330 ) ( 4,827 ) Purchases of Equity investments ( 9,829 ) — — Proceeds from sale of property and equipment 836 853 12,155 Net cash used in investing activities ( 58,805 ) ( 39,853 ) ( 28,021 ) Cash flows from financing activities Proceeds from lines of credit 16,752 169,164 16,647 Repayments of line of credit and capital leases ( 16,408 ) ( 170,680 ) ( 17,883 ) Debt issuance costs ( 819 ) ( 712 ) — Repurchase of common stock ( 24,125 ) ( 76,189 ) ( 60,816 ) Dividends paid ( 41,619 ) ( 40,400 ) ( 40,197 ) Cash paid on behalf of employees for shares withheld ( 5,397 ) ( 7,960 ) ( 5,905 ) Net cash used in financing activities ( 71,616 ) ( 126,777 ) ( 108,154 ) Effect of exchange rate changes on cash 5,642 3,487 543 Net increase in cash and cash equivalents 26,516 44,429 70,030 Cash and cash equivalents at beginning of year 274,639 230,210 160,180 Cash and cash equivalents at end of year $ 301,155 $ 274,639 $ 230,210 Supplemental Disclosure of Cash Flow Information Cash paid during the year for Interest $ 1,597 $ 1,598 $ 143 Income taxes 83,662 63,035 37,730 Noncash activity during the year for Noncash capital expenditures $ 99 $ 3,719 $ 557 Contingent consideration for acquisition — 547 — Issuance of Company’s common stock for compensation 691 341 292 Dividends declared but not paid 10,806 9,999 10,170 The accompanying notes are an integral part of these consolidated financial statements 45 Simpson Manufacturing Co., Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. Operations and Summary of Significant Accounting Policies Nature of Operations Simpson Manufacturing Co., Inc., through Simpson Strong-Tie Company Inc. and its other subsidiaries (collectively, the “Company”), focuses on designing, manufacturing, and marketing systems and products to make buildings and structures safe and secure. The Company designs, engineers and is a leading manufacturer of wood construction products, including connectors, truss plates, fastening systems, fasteners and shearwalls, and concrete construction products, including adhesives, specialty chemicals, mechanical anchors, powder actuated tools and fiber reinforcing materials. The Company markets its products to the residential construction, industrial, commercial and infrastructure construction, remodeling and do-it-yourself markets. The Company operates exclusively in the building products industry. The Company’s products are sold primarily in the U.S., Canada, Europe and Pacific Rim. A significant portion of the Company’s business is dependent on economic activity within the North America segment. The Company's business is also dependent on the availability of steel, its primary raw material. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries. Investments in 50 % or less owned entities are accounted for using either cost or the equity method. All significant intercompany transactions have been eliminated. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation under GAAP. The Company assessed certain accounting matters that require the use of estimates and assumptions in context with the known and projected future impacts of COVID-19. The Company's actual results could differ materially from those estimates. Cash Equivalents The Company classifies investments that are highly liquid and have maturities of three months or less at the date of purchase as cash equivalents. As of December 31, 2021 and 2020, the value of these investments were $ 26.4 million and $ 45.4 million, respectively, consisting of U.S. Treasury securities and money market funds. The value of the investments is based on cost, which approximates fair value based on Level 1 inputs. 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, and (5) reasonable and supportable forecasts about collectability. 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 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. 46 The changes in the allowance for doubtful accounts receivable for the year ended December 31, 2021 are outlined in the table below: Balance at Balance at (in thousands) December 31, 2020 Expense (Deductions), net Write-Offs 1 December 31, 2021 Allowance for Doubtful Accounts $ 2,110 $ 393 $ 570 $ 1,933 1 Amount is net of recoveries and the effect of foreign currency fluctuations for the year ended December 31, 2021 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash in banks, short-term investments in money market funds and trade accounts receivable. The Company maintains its cash in demand deposit and money market accounts held in 17 banks, and at times these cash and investments may be in excess of amounts insured by the Federal Deposit Insurance Corporation (FDIC). However, we have not experienced any losses on these accounts. Inventory Valuation Inventories are stated at the lower of cost or net realizable value. Cost includes all costs incurred in bringing each product to its present location and condition, as follows: • Raw materials and purchased finished goods for resale — principally valued at a cost determined on a weighted average basis; and • In-process products and finished goods — the cost of direct materials and labor plus attributable overhead based on a normal level of activity. The Company applies net realizable value and makes estimates for obsolescence to the gross value of the inventory. Estimated net realizable value is based on estimated selling price less further costs to completion and disposal. The Company impairs slow-moving products by comparing inventories on hand to projected demand. If the on-hand supply of a product exceeds projected demand or if the Company believes the product is no longer marketable, the product is considered obsolete inventory. The Company revalues obsolete inventory to its net realizable value and has consistently applied this methodology. When impairments are established, a new cost basis of the inventory is created. An unexpected change in market demand, building codes or buyer preferences could reduce the rate of inventory turnover and require the recognition of more obsolete inventory. Warranties and recalls The Company provides product warranties for specific product lines and records estimated expenses in the period in which the recall occurs, none of which has been material to the consolidated financial statements. In a limited number of circumstances, the Company may also agree to indemnify customers against legal claims made against those customers by the end users of the Company’s products. Historically, payments made by the Company, if any, under such agreements have not had a material effect on its consolidated results of operations, cash flows or financial position . Equity Investments The Company accounts for investments and ownership interests under equity method accounting when it has the ability to exercise significant influence, but does not have a controlling financial interest. The Company records its interest in the net earnings of its equity method investees, along with adjustments for unrealized profits or losses within earnings or loss from equity interests in the consolidated statements of operations. The investment is reviewed for impairment whenever factors indicate that its carrying amount might not be recoverable and the decrease in value, if any, is recognized in the period the impairment occurs in the consolidated statement of operations. 47 Fair Value of Financial Instruments 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 market participants. As such, fair value is a market-based measurement that is determined based on assumptions that 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 value of the Company’s contingent consideration related to acquisitions and equity investment are classified as Level 3 within the fair value hierarchy as it is based on unobserved inputs such as management estimates and entity-specific assumptions and is evaluated on an ongoing basis. The fair value of foreign currency forward contracts, calculated based on Level 1 inputs, was not material as of December 31, 2021. Derivative Instruments - Foreign Currency Contracts The Company uses derivative instruments as a risk management tool to mitigate the potential impact of certain market risks. Foreign currency exchange rate risk is the primary market risk the Company manages through the use of derivative instruments, which are accounted for as cash flow hedges under the accounting standards and carried at fair value as other current assets or other current liabilities in the consolidated balance sheets. Net deferred gains and losses related to changes in fair value are included in accumulated other comprehensive loss, a component of shareholders' equity in the consolidated balance sheets, and are reclassified into the line item in the consolidated statement of income in which the hedged items are recorded in the same period the hedged item affects earnings. Changes in fair value of any derivatives that are determined to be ineffective are immediately reclassified from other comprehensive income into earnings. The cash flow impact of the Company's derivative instruments is primarily included in the consolidated statement of cash flows in net cash provided by operating activities. Refer to Note 8. Business Combinations and Asset Acquisitions Business combinations are accounted for under the acquisition method in accordance with ASC 805, Business Combinations. The acquisition method requires identifiable assets acquired and liabilities assumed and any noncontrolling interest in the business acquired be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business. The amount by which the fair value of consideration transferred as the purchase price exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill. Acquisitions that do not meet the definition of a business under the ASC are accounted for as an acquisition of assets, whereby all of the cost of the individual assets acquired and liabilities assumed, including certain transactions costs, are allocated on a relative fair value basis. Accordingly, goodwill is never recognized in an asset acquisition. Property, Plant and Equipment Property, plant and equipment are carried at cost. Major renewals and betterments are capitalized while maintenance and repairs are expensed as incurred. When assets are sold or retired, their costs and accumulated depreciation are removed from the accounts, and the resulting gains or losses are reflected in the consolidated statements of operations. The “Intangibles—Goodwill and Other” topic of the FASB ASC provides guidance on capitalization of the costs incurred for computer software developed or obtained for internal use. The Company capitalizes qualified external costs and internal costs related to the purchase and implementation of software projects used for business operations and engineering design activities. Capitalized software costs primarily include purchased software, internal costs and external consulting fees. Capitalized software projects are amortized over the estimated useful lives of the software. Depreciation and Amortization Software, including amounts capitalized for internally developed software is amortized on a straight-line basis over an estimated useful life of three to five years . Machinery and equipment is depreciated using accelerated methods over an 48 estimated useful life of three to ten years . Buildings and site improvements are depreciated using the straight-line method over their estimated useful lives, which range from 15 to 45 years. Leasehold improvements are amortized using the straight-line method over the shorter of the expected life or the remaining term of the lease. Purchased intangible assets with finite useful lives are amortized using the straight-line method over the estimated useful lives of the assets. The weighted-average amortization period for all amortizable intangibles on a combined basis is 8.0 years. Preferred Stock The Company’s Board of Directors has the authority to issue authorized and unissued preferred stock in one or more series with such designations, rights and preferences as may be determined from time to time by the Board of Directors. Accordingly, the Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, redemption, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of the Company’s common stock. Common Stock Subject to the rights of holders of any preferred stock that may be issued in the future, holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by the Board of Directors out of legally available funds, and in the event of liquidation, dissolution or winding-up of the Company, to share ratably in all assets available for distribution. The holders of common stock have no preemptive or conversion rights. Subject to the rights of any preferred stock that may be issued in the future, the holders of common stock are entitled to one vote per share on any matter submitted to a vote of the stockholders. A director in an uncontested election is elected if the votes cast “for” such director’s election exceed the votes cast “against” such director’s election, except that, if a stockholder properly nominates a candidate for election to the Board of Directors, the candidates with the highest number of affirmative votes (up to the number of directors to be elected) are elected. There are no redemption or sinking fund provisions applicable to common stock. Comprehensive Income or Loss Comprehensive income is defined as net income plus other comprehensive income or loss. Other comprehensive income or loss consists of changes in cumulative translation adjustments, changes in unamortized pension adjustments and changes in the fair value of derivative instruments classified as cash flow hedge instruments, all of which are recorded directly in accumulated other comprehensive income within stockholders’ equity. Foreign Currency Translation The local currency is the functional currency for all of the Company’s operations in Europe, Canada, Asia, Australia and New Zealand. Assets and liabilities denominated in foreign currencies are translated using the exchange rate on the balance sheet date. Revenues and expenses are translated using average exchange rates prevailing during the year. The translation adjustment resulting from this process is shown separately as a component of stockholders’ equity. Foreign currency transaction gains or losses are presented below operating income. Revenue Recognition Generally, the Company's revenue contract with a customer exists when (1) the goods are shipped, services are rendered, and the related invoice is generated, (2) the duration of the contract does not extend beyond the promised goods or services already transferred and (3) the transaction price of each distinct promised product or service specified in the invoice is based on its relative stated standalone selling price. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer at a point in time. Our shipping terms provide the primary indicator of the transfer of control. The Company's general shipping terms are Incoterm C.P.T. (F.O.B. shipping point), where the title, and risk and rewards of ownership transfer at the point when the products are no longer on the Company's premises. Other Incoterms are allowed as exceptions depending on the product or service being sold and the nature of the sale. The Company recognizes revenue based on the consideration specified in the invoice with a customer, excluding any sales incentives, discounts, and amounts collected on behalf of third parties (i.e., governmental tax authorities). Based on historical experience with the customer, the customer's purchasing pattern, and its significant experience selling products, the Company concluded that a significant reversal in the cumulative amount of revenue recognized would not occur when the uncertainty (if any) is resolved (that is, when the total amount of purchases is known). Refer to Note 2 for additional information. 49 The Company presents taxes collected and remitted to governmental authorities on a net basis in the consolidated statements of operations. Cost of Sales Cost of sales includes material, labor, factory and tooling overhead, shipping, and freight costs. Major components of these expenses are steel and other materials, packaging and cartons, personnel costs, and facility costs, such as rent, depreciation and utilities, related to the production and distribution of the Company’s products. Inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and other costs of the Company’s distribution network are also included in cost of sales. Tool and Die Costs Tool and die costs are included in product costs in the year incurred. Product and Software Research and Development Costs Product research and development costs, which are included in operating expenses and are charged against income as incurred, were $ 12.3 million, $ 10.1 million and $ 10.9 million in 2021, 2020 and 2019, respectively. Product research and development expenses include all related personnel costs including salary, benefits, retirement, stock-based compensation costs, as well as computer and software costs, professional fees, supplies, tools and maintenance costs. In 2021, 2020 and 2019, the Company incurred software development expenses related to its ongoing expansion into the plated truss market and some of the software development costs were capitalized. See "Note 8 — Property, Plant and Equipment." The Company amortizes acquired patents over their remaining lives and performs periodic reviews for impairment. The cost of internally developed patents is expensed as incurred. Selling Costs Selling costs include expenses associated with selling, merchandising and marketing the Company’s products. Major components of these expenses are personnel, sales commissions, facility costs such as rent, depreciation and utilities, professional services, information technology costs, sales promotion, advertising, literature and trade shows. Advertising Costs Advertising costs are included in selling expenses and were $ 8.4 million, $ 8.2 million and $ 8.2 million in 2021, 2020, and 2019, respectively. General and Administrative Costs General and administrative costs include personnel, information technology related costs, facility costs such as rent, depreciation and utilities, professional services, amortization of intangibles and bad debt charges. 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 asset ("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 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 50 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. Income Taxes Income taxes are calculated using an asset and liability approach. The provision for income taxes includes federal, state and foreign taxes currently payable and deferred taxes, due to temporary differences between the financial statement and tax bases of assets and liabilities. In addition, future tax benefits are recognized to the extent that realization of such benefits is more likely than not. 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. Net Income per Share Basic net income per common share is computed based on the weighted average number of common shares outstanding. Potentially dilutive shares 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 Standards Not Yet Adopted In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting in response to the risk of cessation of the London Interbank Offered Rate (“LIBOR”) on December 31, 2021. This ASU allows the option to account for and present a modification that meets the scope of the standard as an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination required under the relevant topic or subtopic. Entities are permitted to apply the amendments to all contracts, cash flow and net investment hedge relationships that exist as of March 12, 2020. The relief provided in this ASU is only available for a limited time, generally through December 31, 2022. The Company's primary credit facility is the $ 300 million revolving line of credit (the "Credit Facility") with Wells Fargo Bank, which matures on July 12, 2026. Borrowings under the Credit Facility bear interest using LIBOR plus an applicable margin. The Credit Facility currently includes a provision for the determination of a successor LIBOR rate or an alternative rate of interest. On March 5, 2021, ICE Benchmark Administration, the administrator of the LIBOR and the Financial Conduct Authority, announced that some United States Dollar LIBOR tenors (overnight, 1 month, 3 month, and 12 month) will continue to be published until June 30, 2023. The Company does not expect a material impact to its consolidated operating results, financial position or cash flow from the transition from LIBOR to alternative reference interest rates, but the Company will continue to monitor the impact of the transition until it is completed. All other newly issued and effective accounting standards during 2021 were determined to be not relevant or material to the Company. 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 financial statements under Note 18. Wood Construction Products Revenue . Wood construction products represented approximately 87 %, 85 %, 84 % and of total net sales in the year ended December 31, 2021, 2020, and 2019 respectively. Concrete Construction Products Revenue. Concrete construction products represented approximately 13 %, 15 %, 16 % of total net sales in the year ended December 31, 2021, 2020 and 2019, 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. 51 Other revenue . Service sales, representing after-market repair and maintenance, engineering activities and software license sales and services were less than 0.1 % of net sales for 2021,2020 and 2019 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 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 December 31, 2021 and 2020, the Company had no contract assets or contract liabilities from contracts with customers . Other accounting considerations Volume discounts. Volume discounts are accounted for as variable consideration because the transaction price is uncertain until the customer completes or fails to purchase the specified volume of purchases (consideration is contingent on a future outcome - occurrence or nonoccurrence). In addition, the Company applies the volume rebate or discount retrospectively, because the final price of each products or services sold depends on the customer's total purchases subject to the rebate program. Estimated rebates are deducted from revenues based on the gross transaction price and historical experience with the customer. Rights of return and other allowances. Rights of return creates variability in the transaction price. The Company accounts for returned product during the return period as a refund to customer and not a performance obligation. The estimated allowance for returns is based on historical percentage of returns and allowance from prior periods and the customer's historical purchasing pattern. This estimate is deducted from revenues based on the gross transaction price. Principal versus Agent. The Company considered the principal versus agent guidance of the new revenue recognition standard and concluded that the Company is the principal in a third-party transaction. The Company manufactures its products and has control over transfer of its products to Dealer Distributors, Contract Distributors, and end customers. Costs to obtain or fulfill a contract. Costs incurred to obtain a contract are immaterial. Commission cost is not an incremental cost directly related to obtaining a contract. Shipping costs. The Company recognizes shipping and handling activities that occur after the customer has obtained control of goods as a fulfillment cost rather than as an additional promised service. Therefore, the Company recognizes revenue and accrues shipping and handling costs when the control of goods transfers to the customer upon shipment. Advertising costs. Cooperative advertising and partnership discounts are consideration payable to a customer and not a payment in exchange for a distinct product or service at fair value. Estimated cooperative advertising and partnership discounts are reductions to the transaction price. 52 3. Net Income per Share The following shows a reconciliation of basic earnings per share (“EPS”) to diluted EPS: For the Year Ended December 31, (in thousands, except per-share amounts) 2021 2020 2019 Net income available to common stockholders $ 266,447 $ 187,000 $ 133,982 Basic weighted average shares outstanding 43,325 43,709 44,735 Dilutive effect of potential common stock equivalents 207 132 186 Diluted weighted average shares outstanding 43,532 43,841 44,921 Net earnings per share: Basic $ 6.15 $ 4.28 $ 3.00 Diluted $ 6.12 $ 4.27 $ 2.98 4. Stockholders' Equity Stock Repurchases For the fiscal year ended December 31, 2021, the Company repurchased 222,060 shares of the Company’s common stock in the open market at an average price of $ 108.64 per share, for a total of $ 24.1 million. As of December 31, 2021, approximately $ 75.9 million was not used for repurchase under the previously announced $ 100.0 million share repurchase authorization (which expired at the end of 2021). On November 18, 2021, the Company’s Board of Directors authorized the Company to repurchase up to $ 100.0 million of the Company’s common stock from January 1, 2022 through December 31, 2022. As of December 31, 2021, the Company held zero shares of its common stock as treasury shares and in 2021, retired a total of 373,034 of its common stock. Comprehensive Income or Loss The following shows the components of accumulated other comprehensive income or loss as of December 31, 2021, 2020, and 2019 respectively: Foreign Currency Translation Pension Benefit Cash Flow Hedge Total (in thousands) Balance at January 1, 2019 $ ( 22,965 ) $ ( 1,685 ) $ — $ ( 24,650 ) Other comprehensive gain/(loss), net of tax effect 885 ( 1,064 ) — ( 179 ) Balance at December 31, 2019 ( 22,080 ) ( 2,749 ) — ( 24,829 ) Other comprehensive gain/(loss), net of tax effect 14,172 ( 161 ) 390 14,401 Balance at December 31, 2020 ( 7,908 ) ( 2,910 ) 390 ( 10,428 ) Other comprehensive gain/(loss), net of tax effect ( 7,313 ) 404 ( 268 ) ( 7,177 ) Balance at December 31, 2021 $ ( 15,221 ) $ ( 2,506 ) $ 122 $ ( 17,605 ) 5. Stock-Based Compensation The Company currently maintains the Simpson Manufacturing Co., Inc. Amended and Restated 2011 Incentive Plan (the “2011 Plan”) as its only equity incentive plan. Under the 2011 Plan, no more than 16.3 million shares of the Company’s common stock in aggregate may be issued, including shares already issued pursuant to prior awards granted under the 2011 Plan. Shares of common stock underlying awards to be issued pursuant to the 2011 Plan are registered under the Securities Act. Under the 2011 Plan, the Company may grant restricted stock and restricted stock units. The Company currently intends to award only performance-based stock units ("PSUs") and/or time-based restricted stock units ("RSUs"). 53 The following table shows the Company’s stock-based compensation activity: Fiscal Years Ended December 31, (in thousands) 2021 2020 2019 Stock-based compensation expense recognized $ 15,036 $ 11,384 $ 9,480 Tax benefit of stock-based compensation expense in provision for income taxes 3,787 2,859 2,330 Stock-based compensation expense, net of tax $ 11,249 $ 8,525 $ 7,150 Fair value of shares vested $ 15,701 $ 21,921 $ 16,760 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 following table summarizes the Company’s unvested restricted stock unit activity for the year ended December 31, 2021: Shares (in thousands) Weighted- Average Price Aggregate Intrinsic Value * (in thousands) Unvested Restricted Stock Units (RSUs) Outstanding at January 1, 2021 351 $ 66.13 $ 33,188 Awarded 168 93.26 Vested ( 162 ) 60.30 Forfeited ( 13 ) 81.50 Outstanding at December 31, 2021 344 $ 81.33 $ 47,721 Outstanding and expected to vest at December 31, 2021 474 $ 78.45 $ 65,984 * The intrinsic value for outstanding and expected to vest is calculated using the closing price per share of $ 139.07 , as reported by the New York Stock Exchange on December 31, 2021. During the year ended December 31, 2021, the Company granted 161,643 RSUs and PSUs to the Company’s employees, including officers at an estimated weighted average fair value of $ 100.93 per share, based on the closing price (adjusted for certain market factors primarily 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, performance-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. These awards cliff vest after three years . In addition, these same officers and key employees also receive time-based RSUs, which vest pursuant to a three-year graded vesting schedule. Time- and performance based RSUs granted to the Company’s employees excluding officers and certain key employees, vest ratably over the four year life of the award and through 2019, required the underlying shares of the Company's common stock to be subject to a performance-based adjustment during the first year and starting in 2020, were time-based awards which vest ratable over the four year life of the award . The Company’s seven non-employee directors are entitled to receive approximately $ 690 thousand 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 May and June 2021, the Company granted 6,601 shares of the Company's common stock to the non-employee directors, based on the average closing price of $ 100.33 per share and recognized total expense of $ 756 thousand. The total intrinsic value of RSUs vested during the years ended December 31, 2021, 2020 and 2019 was $ 15.7 million, $ 21.9 million and $ 16.7 million, respectively, based on the market value on the vest date. As of December 31, 2021, the Company’s aggregate unamortized stock compensation expense was approximately $ 17.3 million, which is expected to be recognized in expense over a weighted-average period of approximately 2.2 years. 54 Stock Bonus Plan The Company also maintains a stock bonus plan, the Simpson Manufacturing Co., Inc. 1994 Employee Stock Bonus Plan (the “Stock Bonus Plan”), whereby it awards shares of the Company’s common stock to employees, who do not otherwise participate in any of the Company’s equity-based incentive plans and meet minimum service requirements. Shares have generally been awarded under the Stock Bonus Plan following the year in which the respective employee reached his or her tenth, twentieth, thirtieth, fortieth or fiftieth anniversary of employment with the Company or any direct or indirect subsidiary thereof. The Company awarded shares for service through 2021, 2020, and 2019 as shown below: December 31, 2021 2020 2019 Shares issued 6,900 7,400 4,000 Shares settled with cash (foreign employees) 6,500 5,200 3,000 Total award 13,400 12,600 7,000 As a result, we recorded pre-tax compensation charges of $ 1.7 million, $ 1.2 million, and $ 0.8 million for years ended December 31, 2021, 2020, and 2019, respectively. These charges include cash bonuses to compensate employees for income taxes payable as a result of the stock bonuses. 6. Trade Accounts Receivable, net Trade accounts receivable consisted of the following: December 31, (in thousands) 2021 2020 Trade accounts receivable $ 237,312 $ 170,001 Allowance for doubtful accounts ( 1,932 ) ( 2,110 ) Allowance for sales discounts ( 4,359 ) ( 2,763 ) $ 231,021 $ 165,128 7. Inventories The components of inventories are as follows: December 31, (in thousands) 2021 2020 Raw materials $ 191,174 $ 95,777 In-process products 30,309 21,803 Finished products 222,273 166,162 $ 443,756 $ 283,742 8. Derivative Instruments The Company transacts business in various foreign countries and may therefore be exposed to foreign currency exchange rate risk. The Company has established risk management programs to protect against volatility in the value of non-functional future cash flows caused by changes in foreign currency exchange rates and tries to maintain a partial or fully hedged position for certain transaction exposures when management considers appropriate. The Company enters into short-term foreign currency derivatives contracts, namely forward contracts, to hedge only those currency exposures associated with cash flows denominated in non-functional currencies. Gains and losses on the Company's derivative contracts are designed to offset losses and gains on the transactions hedged, and accordingly, generally do not subject the Company to risk of significant accounting losses. The Company hedges committed exposures and does not engage in speculative transactions. The credit risk of these 55 derivative contracts is minimized since the contracts are with a large financial institution, and accordingly, fair value adjustments related to the credit risk of the counterparty financial institution are not material. The Company sources certain materials for its concrete products from a wholly owned subsidiary in China, and as a result is exposed to variability in cash outflows associated with changes in the foreign exchange rate between the U.S. Dollar and the Chinese Yuan (CNY). As of December 31, 2021, the Company had no outstanding foreign currency derivative contracts. Net deferred gains and losses on these contracts relating to changes in fair value are included in accumulated other comprehensive income or loss ("OCI"), a component of shareholders' equity in the consolidated balance sheets, and are reclassified into the line item in the consolidated statement of income in which the hedged items are recorded in the same period the hedged item affects earnings. For the year ended December 31, 2021, the Company recognized gains of $ 0.6 million, as a reduction of cost of sales. Changes in fair value of any forward contracts that are determined to be ineffective are immediately reclassified from OCI into earnings. The amounts deferred in OCI are expected to be recognized as a component of cost of sales in the consolidated statement of operations during 2022. There were no amounts recognized due to ineffectiveness during the year ended December 31, 2021. 9. Property, Plant and Equipment, net Property, plant and equipment consisted of the following: December 31, (in thousands) 2021 2020 Land $ 28,175 $ 28,553 Buildings and site improvements 202,393 203,421 Leasehold improvements 5,995 7,091 Machinery and equipment 399,079 372,923 635,642 611,988 Less accumulated depreciation and amortization ( 402,246 ) ( 377,460 ) 233,396 234,528 Capital projects in progress 26,473 20,656 $ 259,869 $ 255,184 Property, plant and equipment as of December 31, 2021 and 2020, includes fully depreciated assets with an original cost of $ 234.0 million and $ 200.5 million, respectively, which are still in use in the Company’s operations. The Company capitalizes certain development costs associated with internal use software, including the direct costs of services provided by third-party consultants and payroll for internal employees, both of which are performing development and implementation activities on a software project. As of December 31, 2021 and 2020, the Company had capitalized software development costs net of accumulated amortization of $ 30.2 million and $ 29.4 million, respectively, included in Machinery and equipment and as of December 31, 2021 and 2020, $ 4.8 million and $ 5.5 million, respectively, was included in capital projects in progress. Depreciation expense, including depreciation of equipment and amortization of internally developed software and software acquired through capital lease arrangements, was $ 36.1 million, $ 32.1 million and $ 32.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. 56 10. Goodwill and Intangible Assets Goodwill The annual changes in the carrying amount of goodwill, by segment, as of December 31, 2020 and 2021, were as follows, respectively: (in thousands) North America Europe Asia Pacific Total Balance as of January 1, 2020 $ 96,244 $ 34,300 $ 1,335 $ 131,879 Goodwill acquired — 106 — 106 Foreign exchange 67 3,661 139 3,867 Reclassifications — ( 8 ) — ( 8 ) Balance as of December 31, 2020 96,311 38,059 1,474 135,844 Foreign exchange ( 4 ) ( 1,622 ) ( 90 ) ( 1,716 ) Reclassifications — ( 106 ) — ( 106 ) Balance as of December 31, 2021 $ 96,307 $ 36,331 $ 1,384 $ 134,022 Goodwill Impairment Testing The Company tests goodwill for impairment at the reporting unit level on an annual basis (in the fourth quarter). Our goodwill balance is not amortized to expense, and we may assess qualitative factors and quantitative factors to determine whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount as a basis for determining whether it is necessary to complete quantitative impairment assessments. The reporting unit level is generally one level below the operating segment, which is at the country level, except for the U.S., Australia and S&P Clever reporting units. The Company determined that the U.S. reporting unit includes four components: Northwest United States, Southwest United States, Northeast United States and Southeast United States. The Australia reporting unit includes two components: Australia and New Zealand. The S&P Clever reporting unit includes multiple European countries that are evaluated as one reporting unit. For each of these reporting units, the Company aggregated the components because management concluded that they are economically similar and that the goodwill is recoverable from these components working in concert. We evaluate the recoverability of goodwill in accordance with Accounting Standard Codification (“ASC”) Topic 350, “Intangibles - Goodwill and Other. In addition, the Company prospectively adopted as part of its review in 2018 the Financial Accounting Standard Board (FASB) issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. We assessed the qualitative factors related to the goodwill of the reporting units to determine whether it is necessary to perform an impairment test. We also considered quantitative factors due to the effects of the COVID-19 pandemic. If the Company judges that it is more likely than not that the fair value of the reporting unit is greater than the carrying amount, including goodwill, no further testing is required. This assessment method was utilized in our 2020 annual goodwill impairment test. In 2021, the Company applied the ("Step 1") approach where the Company compares the fair value of the reporting unit to its carrying value. The fair value calculation uses both the income approach (discounted cash flow method) and the market approach, equally weighted. If the Company determines that the carrying value of the net assets assigned to the reporting unit, including goodwill, exceeds the fair value of the reporting unit, no further action taken. If the Company determines that the carrying value of a reporting unit’s goodwill exceeds its implied fair value, the Company would record an impairment charge equal to the difference between the implied fair value of the goodwill and the carrying value. The 2021 and 2020 annual testing of goodwill for impairment did not result in impairment charges. "See Item 7 - Critical Accounting Policies and Estimates - Goodwill and Other Intangible Assets ". Amortizable Intangible Assets Intangible assets from acquired businesses or asset purchases are recognized at their estimated fair values on the date of acquisition and consist of patents, unpatented technology, non-compete agreements, trademarks, customer relationships and other intangible assets. Finite-lived intangibles are amortized to expense over the applicable useful lives, ranging from three to twenty-one years , based on the nature of the asset and the underlying pattern of economic benefit as reflected by future net cash inflows. The Company performs an impairment test of finite-lived intangibles whenever events or changes in circumstances indicate their carrying value may be impaired. 57 The total gross carrying amount and accumulated amortization of definite-lived intangible assets at December 31, 2021 was $ 73.0 million and $ 46.7 million, respectively. The aggregate amount of amortization expense of intangible assets for the years ended December 31, 2021, 2020 and 2019 was $ 6.4 million $ 6.1 million and $ 5.5 million, respectively. The weighted-average remaining amortization period for all amortizable intangibles on a combined basis is 8.0 years. The annual changes in the carrying amounts of patents, unpatented technologies, customer relationships and non-compete agreements and other intangible assets subject to amortization for the years ended December 31, 2021 and 2020 were as follows: (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents Balance at January 1, 2020 $ 4,659 $ ( 561 ) $ 4,098 Purchases 40 — 40 Amortization — ( 373 ) ( 373 ) Balance at December 31, 2020 4,699 ( 934 ) 3,765 Purchases 6,074 — 6,074 Amortization — ( 428 ) ( 428 ) Balance at December 31, 2021 $ 10,773 $ ( 1,362 ) $ 9,411 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Unpatented Technology Balance at January 1, 2020 $ 21,616 $ ( 14,361 ) $ 7,255 Amortization — ( 2,131 ) ( 2,131 ) Foreign exchange 488 — 488 Balance at December 31, 2020 22,104 ( 16,492 ) 5,612 Amortization — ( 2,174 ) ( 2,174 ) Reclassifications 348 — 348 Foreign exchange ( 49 ) — ( 49 ) Balance at December 31, 2021 $ 22,403 $ ( 18,666 ) $ 3,737 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Non-Compete Agreements, Trademarks and Other Balance at January 1, 2020 $ 14,703 $ ( 5,529 ) $ 9,174 Purchases 6,700 6,700 Amortization — ( 2,195 ) ( 2,195 ) Foreign exchange 179 — 179 Balance at December 31, 2020 21,582 ( 7,724 ) 13,858 Amortization — ( 2,631 ) ( 2,631 ) Foreign exchange ( 148 ) — ( 148 ) Balance at December 31, 2021 $ 21,434 $ ( 10,355 ) $ 11,079 58 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer Relationships Balance at January 1, 2020 $ 17,660 $ ( 13,732 ) $ 3,928 Acquisition 290 — 290 Amortization — ( 1,443 ) ( 1,443 ) Foreign exchange 173 — 173 Balance at December 31, 2020 18,123 ( 15,175 ) 2,948 Disposal ( 217 ) — ( 217 ) Amortization — ( 1,186 ) ( 1,186 ) Foreign exchange ( 117 ) — ( 117 ) Balance at December 31, 2021 $ 17,789 $ ( 16,361 ) $ 1,428 As of December 31, 2021, estimated future amortization of intangible assets was as follows: (in thousands) 2022 $ 4,767 2023 3,807 2024 2,859 2025 2,612 2026 1,884 Thereafter 9,724 $ 25,653 Indefinite-Lived Intangible Assets As of December 31, 2021, the only indefinite-lived intangible asset was a trade name in the amount of $ 0.6 million. Definite-lived and indefinite-lived assets, net, by segment as of December 31, 2021 and 2020 were as follows: December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Total Intangible Assets North America $ 40,786 $ ( 22,697 ) $ 18,089 Europe 26,341 ( 17,630 ) 8,711 Total $ 67,127 $ ( 40,327 ) $ 26,800 At December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Total Intangible Assets North America $ 46,643 $ ( 26,346 ) $ 20,297 Europe 26,371 ( 20,399 ) 5,972 Total $ 73,014 $ ( 46,745 ) $ 26,269 11. Leases The Company has operating leases for certain facilities, equipment and automobiles. The existing operating leases expire at various dates through 2026, 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 right-of-use ("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. 59 The following table provides a summary of leases included on the consolidated balance sheets as of December 31, 2021 and 2020, and consolidated statements of earnings and comprehensive income, and consolidated statements of cash flows for the year ended December 31, 2021 and 2020: Consolidated Balance Sheets Line Item At December 31, 2021 2020 (in thousands) Operating leases Assets Operating leases Operating lease right-of-use assets $ 45,438 $ 45,792 Liabilities Operating-current Accrued expenses and other current liabilities $ 8,769 $ 9,143 Operating-noncurrent Operating lease liabilities 37,091 37,199 Total operating lease liabilities $ 45,860 $ 46,342 Finance leases Assets Property and equipment, gross Property, plant and equipment, net $ 3,569 $ 3,569 Accumulated amortization Property, plant and equipment, net ( 3,416 ) ( 3,112 ) Property and equipment, net Property, plant and equipment, net $ 153 $ 457 Liabilities Other current liabilities Accrued expenses and other current liabilities 0 $ 384 Total finance lease liabilities $ 0 $ 384 The components of lease expense were as follows: Consolidated Statements of Operations Line Item Years Ended December 31, (in thousands) 2021 2020 Operating lease cost General administrative expenses and cost of sales $ 11,704 $ 9,804 Finance lease cost: Amortization of right-of-use assets General administrative expenses $ 324 $ 864 Interest on lease liabilities Interest expense, net 2 30 Total finance lease cost $ 326 $ 894 Other information Supplemental cash flow information related to leases is as follows: Years Ended December 31, (in thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 11,443 $ 9,306 Finance cash flows for finance leases $ 437 $ 1,160 Operating right-of-use assets obtained in exchange for new lease liabilities Operating leases $ 11,530 $ 20,308 60 The following is a schedule, by years, of maturities for lease liabilities as of December 31, 2021: (in thousands) Operating Leases 2022 $ 10,887 2023 8,579 2024 6,821 2025 5,861 2026 4,994 Thereafter 16,279 Total lease payments 53,421 Less: Present value discount ( 7,561 ) Total lease liabilities $ 45,860 The following table summarizes the Company’s lease terms and discount rates as of December 31, 2021: Years Ended December 31, 2021 2020 Weighted-average remaining lease terms (in years): Operating leases 6.88 7.27 Finance leases 0.00 0.42 Weighted-average discount rate: Operating leases 5.22 % 5.29 % Finance leases — % 3.3 % 12. Accrued Liabilities and Other Current Liabilities Accrued liabilities and other current liabilities consisted of the following: December 31, (in thousands) 2021 2020 Labor related liabilities $ 46,821 $ 41,188 Sales incentives & advertising allowances 63,702 42,783 Accrued cash profit sharing and commissions 24,178 15,693 Sales tax payable and other 20,822 16,832 Dividends payable 10,806 9,999 Accrued profit sharing trust contributions 12,289 10,152 Operating lease - current portion 8,769 9,143 $ 187,387 $ 145,790 13. Debt In July 2021, the Company entered into a fourth amendment to the unsecured credit agreement dated July 27, 2012 with Wells Fargo Bank, National Association, and certain other institutional lenders that provides for a $ 300.0 million unsecured revolving credit facility (“Credit Facility”). The Amendment extends the term of the Credit Agreement from July 23, 2022, to July 12, 2026. The Company is required to pay an annual facility fee of 0.10 to 0.25 percent on the available commitments under the Credit Agreement, regardless of usage, with the applicable fee determined on a quarterly basis based on the Company’s leverage ratio. The fee is included within other expense in the Company's condensed consolidated statement of operations. Amounts borrowed under the Credit Agreement bear interest at an annual rate equal to either, at the Company’s option, (a) the rate for Eurocurrency deposits for the corresponding deposits of U.S. dollars as published by the ICE Benchmark 61 Administration Limited, a United Kingdom company, or a comparable or successor quoting service approved by the Administrative Agent (the “LIBOR Rate”), adjusted for any reserve requirement in effect, plus a spread of from 0.65 to 1.50 percent, as determined on a quarterly basis based on the Company’s leverage ratio, or (b) a base rate, plus a spread of 0.00 to 0.50 percent, as determined on a quarterly basis based on the Company’s leverage ratio. In no event shall the LIBOR Rate be less than 0.50 percent. The base rate is defined in a manner such that it will not be less than the LIBOR Rate. The Company will pay fees for standby letters of credit at an annual rate equal to the LIBOR Rate plus the applicable spread described in the preceding clause (a), and will pay market-based fees for commercial letters of credit. The spread applicable to a particular LIBOR Rate loan or base rate loan depends on the consolidated leverage ratio of the Company and its subsidiaries at the time the loan is made. Loans outstanding under the Credit Agreement may be prepaid at any time without penalty except for LIBOR Rate breakage costs and expenses. As of December 31, 2021, in addition to the Credit Facility, certain of the Company’s domestic subsidiaries are guarantors for a credit agreement between certain of its foreign subsidiaries and institutional lenders. Together, all of its credit facilities provide the Company with a total of $ 304.4 million in revolving credit lines and an irrevocable standby letter of credit in support of various insurance deductibles. The Company and its subsidiaries are required to comply with various affirmative and negative covenants. The covenants include provisions that would limit the availability of funds as a result of a material adverse change to the Company’s financial position or results of operations. The Company was in compliance with its financial covenants under the loan agreement as of December 31, 2021. The Company incurs interest costs, which include interest, maintenance fees and bank charges. The amount of costs incurred, capitalized, and expensed for the years ended December 31, 2021, 2020 and 2019, consisted of the following: Years Ended December 31, 2021 2020 2019 Interest costs incurred $ 1,424 $ 2,796 $ 2,172 Less: Interest capitalized ( 574 ) ( 512 ) ( 144 ) Interest expense $ 850 $ 2,284 $ 2,028 14. Commitments and Contingencies Purchase Obligations In addition to the debt and lease obligations described elsewhere in the footnotes, the Company has certain purchase obligations in the ordinary course of business. These purchase obligations are primarily related to the acquisition, construction or expansion of facilities and equipment, and minimum purchase quantities of certain raw materials. The Company is not a party to any long-term supply contracts with respect to the purchase of raw materials or finished goods. As of December 31, 2021, these purchase obligations were $ 125.4 million, of which $ 85.9 million is payable in 2022 and the remainder over the following three years . Debt interest obligations include annual facility fees on the Company’s primary line-of-credit facility in the amount of $ 0.9 million at December 31, 2021. Employee Relations As of December 31, 2021, approximately 17 % of our employees are represented by labor unions and are covered by collective bargaining agreements in the U.S. The Company has two-facility locations with collective bargaining agreements covering tool and die craftsmen, maintenance workers, and sheet-metal workers. In Stockton, California, two union contracts will expire in September 2023 and June 2023, respectively. Also, the Company has two contracts in San Bernardino County, California that will expire in February 2025 and in June 2022, respectively. Based on current information and subject to future events and circumstances, the Company believes that, even if new agreements are not reached before the existing labor union contracts expire, it is not expected to have a material adverse effect on the Company’s ability to provide products to customers or on the Company’s profitability. 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 62 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 From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. Corrosion, hydrogen embrittlement, cracking, material hardness, wood pressure-treating chemicals, misinstallations, misuse, design and assembly flaws, manufacturing defects, labeling defects, product formula defects, inaccurate chemical mixes, adulteration, environmental conditions, or other factors can contribute to failure of fasteners, connectors, anchors, adhesives, specialty chemicals, such as fiber reinforced polymers, and tool products. In addition, inaccuracies may occur in product information, descriptions and instructions found in catalogs, packaging, data sheets, and the Company’s website. The resolution of any claim or litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows or results of operations. Gentry Homes, Ltd. v. Simpson Strong-Tie Company Inc., et al. , Case No. 17-cv-00566, was filed in a federal district court in Hawaii against Simpson Strong-Tie Company Inc. and the Company on November 20, 2017. The Gentry Case is a product of a previous state court class action, Nishimura v. Gentry Homes, Ltd., et al. , Civil No. 11-1-1522-07, which is now closed. The Nishimura case concerned alleged corrosion of the Company’s galvanized “hurricane straps” and mudsill anchor products used in a residential project in the Ewa District of Honolulu, Hawaii by Gentry Homes, Ltd. ("Gentry"). In the Gentry Case , Gentry alleges breach of warranty and negligent misrepresentation by the Company related to its “hurricane strap” and mudsill anchor products. The Gentry Case was resolved pursuant to a written settlement agreement ("Settlement") without adjudication or any admission of liability by the Company. The Settlement may not be used as evidence of liability against the party. The case was dismissed with prejudice on January 4, 2022. The Company incurred no uninsured liability to the plaintiff in connection with the Gentry Case , or the Settlement. 63 15. Income Taxes The provision for income taxes from operations consisted of the following: Years Ended December 31, (in thousands) 2021 2020 2019 Current Federal $ 65,861 $ 42,337 $ 28,314 State 19,515 12,571 7,465 Foreign 7,641 4,478 6,039 Deferred 0 Federal 802 2,330 3,329 State ( 169 ) 598 805 Foreign ( 1,548 ) 250 ( 1,577 ) $ 92,102 $ 62,564 $ 44,375 Income and loss from operations before income taxes for the years ended December 31, 2021, 2020, and 2019, respectively, consisted of the following: Years Ended December 31, (in thousands) 2021 2020 2019 Domestic $ 336,085 $ 238,320 $ 163,257 Foreign 22,464 11,244 15,100 $ 358,549 $ 249,564 $ 178,357 At December 31, 2021, the Company had $ 41.4 million of pre-tax loss carryforwards in various foreign taxing jurisdictions. All of the tax losses can be carried forward indefinitely. At December 31, 2021, and 2020, the Company has valuation allowances of $ 12.0 million and $ 11.3 million, respectively. The valuation allowance increased $ 0.7 million and decreased $ 0.3 million for the years ended December 31, 2021, and December 31, 2020, respectively. The increase in the 2021 valuation allowances was primarily the result of an impairment on a foreign equity investment. The decrease in the 2020 valuation allowances was primarily a result of the release of valuation allowance for foreign losses in Simpson Strong-Tie A/S, a subsidiary in Denmark. As of December 31, 2021, the Company asserts that its accumulated undistributed earnings generated by our foreign subsidiaries are permanently reinvested and as such, has not recognized a US deferred tax liability on its investment in foreign subsidiaries. The Company will continue to assess its permanent reinvestment assertion on a quarterly basis. Reconciliations between the statutory federal income tax rates and the Company’s effective income tax rates as a percentage of income before income taxes for its operations were as follows: Years Ended December 31, (in thousands) 2021 2020 2019 Federal tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 4.3 % 4.2 % 3.6 % Change in valuation allowance — % 0.1 % ( 0.1 ) % True-up of prior year tax returns to tax provision ( 0.1 ) % ( 0.4 ) % ( 0.3 ) % Difference between U.S. statutory and foreign local tax rates 0.4 % 0.4 % 0.8 % Change in uncertain tax position — % — % 0.1 % Other 0.1 % ( 0.2 ) % ( 0.2 ) % Effective income tax rate 25.7 % 25.1 % 24.9 % 64 The tax effects of the significant temporary differences that constitute the deferred tax assets and liabilities at December 31, 2021 and 2020, respectively, were as follows: December 31, (in thousands) 2021 2020 Deferred asset taxes State tax $ 1,490 $ 1,076 Workers’ compensation 892 883 Health claims 1,351 1,207 Vacation liability 376 374 Allowance for doubtful accounts 344 384 Inventories 7,497 6,108 Sales incentive and advertising allowances 1,777 1,086 Lease obligations 11,562 11,631 Stock-based compensation 2,612 2,148 Unrealized foreign exchange gain or loss 378 344 Foreign tax credit carryforwards 4,983 4,744 Uncertain tax positions’ unrecognized tax benefits 72 77 Non-United States tax loss carry forward 7,824 7,717 Other 940 — $ 42,098 $ 37,779 Less valuation allowances ( 11,992 ) ( 11,316 ) Total deferred asset taxes $ 30,106 $ 26,463 Deferred tax liabilities Depreciation $ ( 14,999 ) $ ( 12,933 ) Goodwill and other intangibles amortization ( 16,682 ) ( 15,642 ) Tax effect on cumulative translation adjustment ( 504 ) ( 568 ) Right of use assets ( 11,453 ) ( 11,489 ) Other — ( 247 ) Total deferred tax liabilities ( 43,638 ) ( 40,879 ) Total Deferred tax asset/(liability) $ ( 13,532 ) $ ( 14,416 ) A reconciliation of the beginning and ending amounts of unrecognized tax benefits in 2021, 2020 and 2019, respectively, were as follows, including foreign translation amounts: Reconciliation of Unrecognized Tax Benefits 2021 2020 2019 Balance at January 1 $ 1,168 $ 1,706 $ 1,757 Additions based on tax positions related to prior years 9 78 8 Reductions based on tax positions related to prior years ( 47 ) ( 7 ) ( 30 ) Additions for tax positions of the current year 3 48 167 Lapse of statute of limitations ( 189 ) ( 657 ) ( 196 ) Balance at December 31 $ 944 $ 1,168 $ 1,706 Tax positions of $ 0.3 , $ 0.3 , and $ 0.2 million are included in the balance of unrecognized tax benefits at December 31, 2021, 2020, and 2019, respectively, which if recognized, would reduce the effective tax rate. The Company accrues interest and penalties related to unrecognized tax benefits in income tax expense in accordance with the Company’s historical accounting policy. During the year ended December 31, 2021, 2020 and 2019, accrued interest decreased by $ 39 thousand and $ 108 thousand and $ 20 thousand, respectively. The Company had accrued $ 0.2 million for fiscal year ended 2021, $ 0.3 million for fiscal year ended 2020 and $ 0.4 million for fiscal year ended 2019, for the potential payment of interest before income tax benefits. The Company does not expect any material changes in unrecognized tax benefits within the next 12 months. 65 At December 31, 2021, the Company remained subject to federal income tax examinations in the U.S. for the tax years 2018 through 2021. In addition, tax years 2016 through 2021 remain open to examination in states, local and foreign jurisdictions. 16. Retirement Plans The Company has six defined contribution retirement plans covering substantially all salaried employees and nonunion hourly employees. The Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan (the "Plan") covers U.S. employees and provides for quarterly safe harbor contributions, limited to 3 % of the employees' quarterly eligible compensation and for annual discretionary contributions, subject to certain limitations. The discretionary amounts for 2021, 2020 and 2019 were equal to 7 % of qualifying salaries or wages of the covered employees. The other five defined contribution plans, covering the Company’s European and Canadian employees, require the Company to make contributions ranging from 3 % to 15 % of the employees’ compensation. The total cost for these retirement plans for the years ended December 31, 2021, 2020 and 2019, was $ 20.7 million, $ 17.7 million, and $ 16.8 million, respectively. We participate in various multiemployer benefit plans that cover some of our employees who are represented by labor unions . We make periodic contributions to these plans in accordance with the terms of applicable collective bargaining agreements and laws but do not sponsor or administer these plans . We do not participate in any multiemployer benefit plans for which we consider our contributions to be individually significant. If we withdraw from participation in any of these plans, the applicable law would require us to fund our allocable share of the unfunded vested benefits, which is known as a withdrawal liability. As of December 31, 2021, we believe that there was no probable withdrawal liability under the multiemployer benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. Our total contribution to various industry-wide, union-sponsored pension funds and a statutorily required pension fund for employees in the U.S. and Europe were $ 5.0 million for the year ended December 31, 2021 and $ 5.1 million, $ 4.5 million for the years ended 2020 and 2019, respectively. 17. Related Party Transactions During 2021, the Company identified certain purchases of goods and services from companies where the Chief Executive Officer of the Company serves as a director on the respective company's board providing the goods or services. The amount of goods and services purchased by the Company pursuant to these arrangements was not material to the Company’s consolidated statement of income and cash flows for the year ended December 31, 2021. 18. 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 the Company’s customers. The three regional segments are the North America segment (comprised primarily of the Company’s operations in the U.S. and Canada), the Europe segment and the Asia/Pacific segment (comprised of the Company’s operations in Asia, the South Pacific, and the Middle East). 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 column 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. The following table shows certain measurements used by management to assess the performance of the segments described above as of December 31, 2021, 2020 and 2019, respectively: 66 (in thousands) North America Europe Asia/ Pacific Administrative & All Other Total 2021 Net sales $ 1,362,941 $ 196,996 $ 13,280 $ — $ 1,573,217 Sales to other segments * 2,237 5,696 27,109 — 35,042 Income from operations 359,140 14,160 1,193 ( 6,700 ) 367,793 Depreciation and amortization 33,950 6,172 1,844 511 42,477 Significant non-cash charges 8,173 1,943 166 7,607 17,889 Provision for income taxes 87,962 3,826 241 73 92,102 Capital expenditures, asset acquisition, and equity investments, net of cash acquired 45,817 2,403 603 988 49,811 Total assets 1,352,988 202,631 31,832 ( 103,326 ) 1,484,125 (in thousands) North America Europe Asia/ Pacific Administrative & All Other Total 2020 Net sales $ 1,101,891 $ 156,713 $ 9,341 $ — $ 1,267,945 Sales to other segments * 2,554 5,576 25,320 — 33,450 Income (loss) from operations 249,252 8,396 308 ( 5,593 ) 252,363 Depreciation and amortization 30,218 5,856 1,709 984 38,767 Significant non-cash charges 6,929 1,226 376 4,975 13,506 Provision for income taxes 58,201 3,817 613 ( 67 ) 62,564 Capital expenditures, including purchases of intangible assets, and business combination, net of cash acquired 29,937 4,248 705 5,816 40,706 Total assets 1,001,168 198,647 32,754 — 1,232,569 (in thousands) North America Europe Asia/ Pacific Administrative & All Other Total 2019 Net sales $ 972,849 $ 155,144 $ 8,546 $ — $ 1,136,539 Sales to other segments * 1,977 2,068 26,764 — 30,809 Income (loss) from operations 176,329 6,817 ( 731 ) ( 1,161 ) 181,254 Depreciation and amortization 30,652 5,457 1,698 595 38,402 Significant non-cash charges 5,273 1,141 211 4,157 10,782 Provision for income taxes 40,452 1,934 577 1,412 44,375 Capital expenditures and business acquisitions, net of cash acquired 31,695 8,245 236 — 40,176 Total assets 1,269,545 169,785 30,055 ( 374,019 ) 1,095,366 * Sales to other segments are eliminated in consolidation. 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 & All Other." Cash and cash equivalent balances in "Administrative & All Other" were $ 223.5 million, $ 199.8 million and $ 161.4 million as of December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, the Company had $ 75.8 million, or 25.2 %, of its cash and cash equivalents held outside the U.S. in accounts belonging to the Company’s various foreign operating entities. The majority of this balance is held in foreign currencies and could be subject to additional taxation if repatriated to the U.S. The significant non-cash charges comprise compensation related to equity awards under the Company’s stock-based incentive plans and the Company’s employee stock bonus plan. The Company’s measure of profit or loss for its reportable segments is income (loss) from operations. The reconciling amounts between consolidated income before tax and consolidated income from operations are net interest income (expense), net and other, foreign exchange gain (loss), certain legal and professional fees associated with the acquisition of the Etanco Group, refer to Note 19 " Subsequent Events," and loss on disposal of a business. Interest income (expense) is primarily attributed to “Administrative & All Other.” 67 The following table shows the geographic distribution of the Company’s net sales and long-lived assets as of December 31, 2021, 2020 and 2019, respectively: 2021 2020 2019 (in thousands) Net Sales Long-Lived Assets Net Sales Long-Lived Assets Net Sales Long-Lived Assets United States $ 1,287,085 $ 228,623 $ 1,045,509 $ 215,082 $ 921,703 $ 210,349 Canada 70,401 2,861 52,889 3,059 47,948 1,181 United Kingdom 37,408 1,851 24,290 2,073 26,376 1,683 Germany 29,970 9,999 24,069 11,163 22,357 10,529 France 50,445 5,988 40,672 7,095 39,969 7,010 Poland 13,909 2,496 11,648 2,779 11,826 2,770 Sweden 17,003 2,664 15,241 2,986 13,792 1,762 Denmark 13,964 2,281 11,931 2,445 10,761 2,235 Norway 12,736 — 11,138 — 11,238 — Switzerland 5,928 6,784 5,246 8,172 5,600 7,781 Australia 8,120 201 5,749 134 4,939 110 Belgium 6,818 2,349 5,311 2,268 5,605 1,913 The Netherlands 4,834 39 4,526 61 4,019 93 New Zealand 5,160 160 3,593 167 3,606 166 Chile 5,455 31 3,493 49 3,198 28 Other countries 3,981 8,463 2,640 9,797 3,602 10,647 $ 1,573,217 $ 274,790 $ 1,267,945 $ 267,330 $ 1,136,539 $ 258,257 Net sales and long-lived assets, excluding intangible assets, are attributable to the country where the sales or manufacturing operations are located. The Company’s wood construction products include connectors, truss plates, fastening systems, fasteners and pre-fabricated shearwalls and are used for connecting and strengthening wood-based construction primarily in the residential construction market. Its concrete construction products include adhesives, specialty chemicals, mechanical anchors, carbide drill bits, powder actuated tools and reinforcing fiber materials and are used for restoration, protection or strengthening concrete, masonry and steel construction in residential, industrial, commercial and infrastructure construction. The following table shows the distribution of the Company’s net sales by product for the years ended December 31, 2021, 2020 and 2019, respectively: (in thousands) 2021 2020 2019 Wood Construction $ 1,361,113 $ 1,082,877 $ 948,768 Concrete Construction 210,780 184,631 187,462 Other 1,324 437 309 Total $ 1,573,217 $ 1,267,945 $ 1,136,539 No customers accounted for at least 10% of net sales for the years ended 2021, 2020 and 2019. 19. Subsequent Events On January 20, 2022, the Company's Board of Directors declared a cash dividend of $ 0.25 per share of our common stock, estimated to be $ 10.8 million in total. The record date for the dividend will be April 7, 2022, and will be paid on April 28, 2022 . Effective January 20, 2022, Mike Olosky, the Company’s Chief Operating Officer ("COO") was promoted to President and COO. Karen Colonias, who previously served as the Company’s President and Chief Executive Officer ("CEO") will continue to serve as CEO. 68 On January 26, 2022, the Company signed a securities purchase agreement to acquire Etanco Group for a purchase price of $ 818 million (1) (€ 725 million). The acquisition is expected to close on April 1, 2022. Footnotes (1) Reflects EUR to USD exchange rate based on binding offer agreed upon as of December 22, 2021. 69 SCHEDULE II Simpson Manufacturing Co., Inc. and Subsidiaries VALUATION AND QUALIFYING ACCOUNTS for the years ended December 31, 2021, 2020 and 2019 Additions Charged Charged Balance at to Costs to Other Balance (in thousands) Beginning and Accounts — at End Classification of Year Expenses Write-offs Deductions of Year Year to date December 31, 2021 Allowance for doubtful accounts $ 2,110 $ 392 $ 570 $ — $ 1,932 Allowance for sales discounts 4,566 2,659 — — 7,225 Allowance for deferred tax assets 11,316 1,763 — 1,088 11,991 Year to date December 31, 2020 Allowance for doubtful accounts 1,935 ( 98 ) ( 273 ) — 2,110 Allowance for sales discounts 4,748 ( 182 ) — — 4,566 Allowance for deferred tax assets 11,617 1,166 — 1,467 11,316 Year to date December 31, 2019 Allowance for doubtful accounts 1,364 977 406 — 1,935 Allowance for sales discounts 3,317 1,431 — — 4,748 Allowance for deferred tax assets 13,254 1,423 — 3,060 11,617 70 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures. None.