Simpson Manufacturing Co., Inc. 10-Q

Item 1. Financial Statements. Simpson Manufacturing Co., Inc. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands, unaudited) March 31, December 31, 2023 2022 2022 ASSETS Current assets Cash and cash equivalents $ 252,541 $ 984,372 $ 300,742 Trade accounts receivable, net 339,674 320,428 269,124 Inventories 576,433 443,448 556,801 Other current assets 53,893 39,632 52,583 Total current assets 1,222,541 1,787,880 1,179,250 Property, plant and equipment, net 369,089 265,675 361,555 Operating lease right-of-use assets 55,902 44,651 57,652 Goodwill 500,749 133,651 495,672 Intangible assets, net 366,122 25,021 362,917 Other noncurrent assets 41,231 23,472 46,925 Total assets $ 2,555,634 $ 2,280,350 $ 2,503,971 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Trade accounts payable $ 95,302 $ 76,390 $ 97,841 Accrued liabilities and other current liabilities 212,864 207,959 228,222 Long-term debt, current portion 22,500 22,500 22,500 Total current liabilities 330,666 306,849 348,563 Operating lease liabilities 45,368 36,336 46,882 Long-term debt, net of issuance costs 549,594 670,733 554,539 Deferred income tax and other long-term liabilities 142,597 34,621 140,608 Total liabilities 1,068,225 1,048,539 1,090,592 Commitments and contingencies (see Note 13) Stockholders’ equity Common stock, at par value 426 433 425 Additional paid-in capital 295,976 289,773 298,983 Retained earnings 1,194,993 990,611 1,118,030 Treasury stock — ( 21,281 ) — Accumulated other comprehensive loss ( 3,986 ) ( 27,725 ) ( 4,059 ) Total stockholders’ equity 1,487,409 1,231,811 1,413,379 Total liabilities and stockholders’ equity $ 2,555,634 $ 2,280,350 $ 2,503,971 The accompanying notes are an integral part of these condensed consolidated financial statements 4 Simpson Manufacturing Co., Inc. and Subsidiaries Condensed Consolidated Statements of Earnings and Comprehensive Income (In thousands except per-share amounts, unaudited) Three Months Ended March 31, 2023 2022 Net sales $ 534,430 $ 493,570 Cost of sales 281,554 256,789 Gross profit 252,876 236,781 Operating expenses: Research and development and other engineering 20,747 15,866 Selling 48,667 36,836 General and administrative 63,707 53,774 Total operating expenses 133,121 106,476 Acquisition and integration related costs 1,442 6,951 Net gain on disposal of assets ( 50 ) ( 1,083 ) Income from operations 118,363 124,437 Interest expense, net and other finance costs ( 570 ) ( 212 ) Other & foreign exchange loss, net ( 398 ) ( 216 ) Income before taxes 117,395 124,009 Provision for income taxes 29,441 29,433 Net income $ 87,954 $ 94,576 Other comprehensive income Translation adjustment 4,560 ( 3 ) Unamortized pension adjustments 218 ( 172 ) Cash flow hedge adjustment, net of tax ( 4,705 ) ( 9,946 ) Comprehensive net income $ 88,027 $ 84,455 Net income per common share: Basic $ 2.06 $ 2.19 Diluted $ 2.05 $ 2.18 Weighted average number of shares outstanding Basic 42,610 43,179 Diluted 42,827 43,376 Cash dividends declared per common share $ 0.26 $ 0.25 The accompanying notes are an integral part of these condensed consolidated financial statements 5 Simpson Manufacturing Co., Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity (In thousands except per-share data, unaudited) Three Months Ended March 31, 2023 and 2022 Common Stock Additional Paid-in Retained Accumulated Other Comprehensive Treasury Shares Par Value Capital Earnings Income (Loss) Stock Total Balance at December 31, 2022 42,560 $ 425 $ 298,983 $ 1,118,030 $ ( 4,059 ) $ — $ 1,413,379 Net income — — — 87,954 — — 87,954 Translation adjustment, net of tax — — — — 4,560 — 4,560 Pension adjustment and other, net of tax — — — — 218 — 218 Cash flow hedges, net of tax — — — — ( 4,705 ) — ( 4,705 ) Stock-based compensation — — 4,390 — — — 4,390 Shares issued from release of Restricted Stock Units 103 1 ( 7,397 ) — — — ( 7,396 ) Cash dividends declared on common stock, $0.26 per share — — — ( 10,991 ) — — ( 10,991 ) Balance at March 31, 2023 42,663 $ 426 $ 295,976 $ 1,194,993 $ ( 3,986 ) $ — $ 1,487,409 Balance at December 31, 2021 43,217 $ 432 $ 294,330 $ 906,841 $ ( 17,605 ) $ — $ 1,183,998 Net income — — — 94,576 — — 94,576 Translation adjustment and other, net of tax — — — — ( 3 ) — ( 3 ) Derivative instrument adjustments, net of tax — — — — ( 9,946 ) — ( 9,946 ) Pension adjustment and other, net of tax — — — — ( 171 ) — ( 171 ) Stock-based compensation — — 4,007 — — — 4,007 Shares issued from release of Restricted Stock Units 130 1 ( 9,524 ) — — — ( 9,523 ) Repurchase of common stock ( 195 ) — — — — ( 21,281 ) ( 21,281 ) Cash dividends declared on common stock, $0.25 per share — — — ( 10,806 ) — — ( 10,806 ) Common stock issued at $139.07 per share for stock bonus 7 — 960 — — — 960 Balance at March 31, 2022 43,159 $ 433 $ 289,773 $ 990,611 $ ( 27,725 ) $ ( 21,281 ) $ 1,231,811 The accompanying notes are an integral part of these condensed consolidated financial statements 6 Simpson Manufacturing Co., Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands, unaudited) Three Months Ended March 31, 2023 2022 Cash flows from operating activities Net income $ 87,954 $ 94,576 Adjustments to reconcile net income to net cash provided by operating activities: Gain on sale of assets and other ( 50 ) ( 1,083 ) Depreciation and amortization 17,746 10,795 Noncash lease expense 2,946 2,477 (Gain) Loss in equity method investment, before tax 136 ( 184 ) Deferred income taxes — ( 1,810 ) Noncash compensation related to stock plans 4,629 4,872 Provision for doubtful accounts 635 ( 211 ) Deferred hedge gain ( 896 ) — Changes in operating assets and liabilities Trade accounts receivable ( 69,990 ) ( 89,799 ) Inventories ( 16,931 ) ( 381 ) Trade accounts payable ( 3,418 ) 17,929 Other current assets ( 3,137 ) ( 16,479 ) Accrued liabilities and other current liabilities ( 13,238 ) 21,707 Other noncurrent assets and liabilities ( 3,428 ) 2,270 Net cash provided by operating activities 2,958 44,679 Cash flows from investing activities Capital expenditures ( 18,758 ) ( 17,823 ) Asset acquisitions, net of cash acquired ( 8,329 ) ( 488 ) Equity method investments — ( 600 ) Proceeds from sale of property and equipment 44 1,830 Net cash used in investing activities ( 27,043 ) ( 17,081 ) Cash flows from financing activities Repurchase of common stock — ( 21,281 ) Proceeds from borrowing under lines of credit and term loan 271 700,038 Repayments of lines of credit and term loan ( 5,625 ) ( 1,024 ) Debt issuance costs — ( 6,804 ) Dividends paid ( 11,065 ) ( 10,806 ) Cash paid on behalf of employees for shares withheld ( 7,398 ) ( 9,523 ) Net cash provided by (used in) financing activities ( 23,817 ) 650,600 Effect of exchange rate changes on cash and cash equivalents ( 299 ) 5,019 Net increase (decrease) in cash and cash equivalents ( 48,201 ) 683,217 Cash and cash equivalents at beginning of period 300,742 301,155 Cash and cash equivalents at end of period $ 252,541 $ 984,372 Noncash activity during the period Noncash capital expenditures $ 2,657 $ 761 Dividends declared but not paid 10,991 10,847 Issuance of Company’s common stock for compensation — 960 The accompanying notes are an integral part of these condensed consolidated financial statements 7 Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Basis of Presentation Principles of Consolidation The accompanying Condensed Consolidated Financial Statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries (collectively, the “Company”). Investments in 50% or less owned entities are accounted for using either cost or the equity method. All significant intercompany transactions have been eliminated. Use of Estimates The preparation of the Condensed 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 Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these Condensed Consolidated Financial Statements include all normal and recurring adjustments necessary for a fair presentation under GAAP. Interim Reporting Period The accompanying unaudited quarterly Condensed Consolidated Financial Statements have been prepared in accordance with GAAP pursuant to the rules and regulations for reporting interim financial information and instructions on Form 10-Q. Accordingly, certain information and footnotes required by GAAP have been condensed or omitted. These interim statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”). The unaudited quarterly Condensed Consolidated Financial Statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial information set forth therein in accordance with GAAP. Certain prior period amounts in the Condensed Consolidated Financial Statements and the accompanying notes have been reclassified to conform to the current period’s presentation. The year-end Condensed Consolidated Balance Sheet data provided herein were derived from audited consolidated financial statements included in the 2022 Form 10-K, but do not include all disclosures required by GAAP. The Company’s quarterly results fluctuate. As a result, the Company believes the results of operations for this interim period presented are not necessarily indicative of the results to be expected for any future periods. 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 of 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. 8 Net Income Per Common Share The Company calculates net income per common share based on the weighted-average number of shares of the Company's common stock outstanding during the period. Potentially dilutive securities are included in the diluted per-share calculations using the treasury stock method for all periods when the effect of their inclusion is dilutive. Accounting for Leases The Company has operating and finance leases for certain facilities, equipment, autos and data centers. As an accounting policy for short-term leases, the Company elected to not recognize a right-of-use ("ROU") asset and liability if, at the commencement date, the lease (1) has a term of 12 months or less and (2) does not include renewal and purchase options that the Company is reasonably certain to exercise. Monthly payments on short-term leases are recognized on a straight-line basis over the full lease term. Accounting for Stock-Based Compensation The Company recognizes stock-based compensation expense related to the estimated fair value of restricted stock awards on a straight-line basis, net of estimated forfeitures, over the requisite service period of the awards, which is generally the vesting term of three or four years . Stock-based expense related to performance share grants are measured based on grant date fair value and expensed on a graded basis over the service period of the awards, which is generally a performance period of three years . The performance conditions are based on the Company's achievement of revenue growth and return on invested capital over the performance period, and are evaluated for the probability of vesting at the end of each reporting period with changes in expected results recognized as an adjustment to expense. The assumptions used to calculate the fair value of restricted stock grants are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience. Fair Value 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 values of the Company's interest rate and foreign currency contracts are classified as Level 2 within the fair value hierarchy. The fair values of the Company’s contingent consideration related to acquisitions and equity investments are classified as Level 3 within the fair value hierarchy, as these amounts are based on unobserved inputs such as management estimates and entity-specific assumptions and are evaluated on an ongoing basis. 9 The following tables summarize financial assets and liabilities measured at fair value as of March 31, 2023 and 2022: 2023 2022 (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Cash equivalents (1) $ 120.5 $ — $ — $ 32.6 — Term loan due 2027 (2) — 427.5 — — 450.0 Revolver due 2027 (2) — 150.0 — — 250.0 Derivative instruments - assets (3) — 35.6 — — 9.7 Derivative instruments - liabilities (3) — ( 11.5 ) — — ( 25.8 ) Contingent considerations — — 6.5 — — 1) The carrying amounts of cash equivalents, representing government and other money market funds traded in an active market with relatively short maturities, are reported on the consolidated balance sheet as of March 31, 2023 and 2022 as a component of "Cash and cash equivalents". (2) The carrying amounts of the term loan and revolver approximate fair value as of March 31, 2023 based upon the terms and conditions as disclosed in Note 12 in comparison to debt instruments with similar terms and conditions available on the same date. (3) Derivatives for interest rate, foreign exchange and forward swap contracts are discussed in Note 8. Derivative Instruments The Company uses derivative instruments as a risk management tool to mitigate the potential impact of certain market risks. Foreign currency and interest rate risk are the primary market risks the Company manages through the use of derivative instruments, which are accounted for as cash flow hedges or net investment hedges under the accounting standards and carried at fair value as other current or noncurrent assets or as other current or other long-term liabilities. Assets and liabilities with the legal right of offset are not offset. Net deferred gains and losses related to changes in fair value of cash flow hedges are included in accumulated other comprehensive income/loss ("OCI"), a component of stockholders' equity, and are reclassified into the line item in the Condensed Consolidated Statement Of Earnings And Comprehensive Income in which the hedged items are recorded in the same period the hedged item affects earnings. The effective portion of gains and losses attributable to net investment hedges is recorded net of tax to OCI to offset the change in the carrying value of the net investment being hedged. Recognition in earnings of amounts previously recorded to OCI are limited to circumstances such as complete or substantially complete liquidation of the net investment in the hedged foreign operation. Changes in fair value of any derivatives that are determined to be ineffective are immediately reclassified from OCI into earnings. Cash and 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 March 31, 2023 and 2022, the values of these investments were $ 120.5 million and $ 32.6 million, respectively, consisting of United States 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. The changes in the allowance for doubtful accounts receivable for the three months ended March 31, 2023 are outlined in the table below: 10 Balance at Balance at (in thousands) December 31, 2022 Expense (Deductions), net Write-Offs 1 March 31, 2023 Allowance for Doubtful Accounts $ 3,240 635 ( 85 ) $ 3,960 1 Amount is net of recoveries and the effect of foreign currency fluctuations. 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. The Company uses an estimated annual tax rate to measure the tax benefit or tax expense recognized in each interim period. Accounting Standards Not Yet Adopted We believe that all recently issued accounting pronouncements from the Financial Accounting Standards Board ("FASB") do not apply to us or will not have a material impact to the Condensed Consolidated Financial Statements. 11 2. Revenue from Contracts with Customers Disaggregated Revenue The Company disaggregates net sales into the following major product groups as described in its segment information included in these interim financial statements under Note 14. Wood Construction Products Revenue . Wood construction products represented approximately 85 % and 88 % of total net sales for the three months ended March 31, 2023 and 2022, respectively. Concrete Construction Products Revenue. Concrete construction products represented approximately 14 % and 12 % of total net sales for the three months ended March 31, 2023 and 2022 respectively. Customer Acceptance Criteria. Generally, there are no customer acceptance criteria included in the Company's standard sales agreement with customers. When an arrangement with the customer does not meet the criteria to be accounted for as a revenue contract under the standard, the Company recognizes revenue in the amount of nonrefundable consideration received when the Company has transferred control of the goods or services and has stopped transferring (and has no obligation to transfer) additional goods or services. The Company offers certain customers discounts for paying invoices ahead of the due date, which are generally 30 to 60 days after the issue date. Other Revenue . Service sales, representing after-market repair and maintenance, engineering activities and software license sales and services were less than 1 % of net sales and recognized as the services are completed or by transferring control over a product to a customer at a point in time. Services may be sold separately or in bundled packages. The typical contract length for a service is generally less than one year. For bundled packages, the Company accounts for individual services separately when they are distinct within the context of the contract. A distinct service is separately identifiable from other items in the bundled package if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration (including any discounts) is allocated between separate services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the services. Reconciliation of contract balances Contract assets are the rights to consideration in exchange for goods or services that the Company has transferred to a customer when that right is conditional on something other than the passage of time. Contract liabilities are recorded for any services billed to customers and not yet recognizable if the contract period has commenced or for the amount collected from customers in advance of the contract period commencing. As of March 31, 2023, the Company had no contract assets or contract liabilities from contracts with customers . 3. Acquisition On April 1, 2022, the Company completed its acquisition (the "Acquisition") of 100 % of the outstanding equity interest of FIXCO Invest S.A.S. (together with its subsidiaries, "ETANCO") for total purchase consideration of $ 805.4 million, net of cash acquired. The Acquisition was completed pursuant to the securities purchase agreement dated January 26, 2022, as amended, by and among the Company, Fastco Investment, Fastco Financing, LRLUX and certain other security holders. The purchase price for the Acquisition was paid using cash on hand and borrowings in the amount of $ 250.0 million under the revolving credit facility and $ 450.0 million under the term loan facility. ETANCO is a manufacturer and distributor of fastener and fixing products headquartered in France and its primary product applications directly align with the addressable markets in which the Company operates. The Acquisition allows the Company to enter into new commercial building markets such as façades, waterproofing, safety and solar, as well as grow its share of direct business sales in Europe. ETANCO’s results of operations were included in the Company's Condensed Consolidated Financial Statements from April 1, 2022 the acquisition date, and as such, only includes ETANCO's results of operations for the three months ending March 31, 2023. ETANCO had net sales of $ 80.0 million and a net income of $ 5.3 million, for the three months ended March 31, 2023, which includes costs related to the amortization of acquired intangible assets, and expenses incurred for integration. 12 Purchase price allocation The Acquisition was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations ("ASC 805") which requires, among other things, that assets acquired and liabilities assumed in a business combination be recorded at fair value as of the acquisition date with limited exceptions. The allocation of the $ 824.4 million purchase price, including cash, to the estimated fair values of the tangible and intangible assets acquired and liabilities assumed is as follows: (in thousands) Amount Cash and cash equivalents $ 19,010 Trade accounts receivable, net 63,607 Inventory 107,185 Other current assets 4,491 Property and equipment, net 89,695 Operating lease right-of-use assets 5,361 Goodwill 365,591 Intangible assets, net 357,327 Other noncurrent assets 2,881 Total assets 1,015,148 Trade accounts payable 46,457 Accrued liabilities and other current liabilities 22,079 Operating lease liabilities 5,176 Deferred income tax and other long-term liabilities 117,031 Total purchase price $ 824,405 Trade accounts receivable, net The gross amount of trade receivables acquired was approximately $ 67.4 million, of which $ 63.6 million was estimated to be recoverable based on ETANCO's historical trend for collections. Inventory Acquired inventory primarily consists of raw materials and finished goods consisting of building and construction materials products. The Company adjusted acquired finished goods higher by $ 14.3 million to estimated fair value based on expected selling prices less a reasonable amount for selling efforts. The fair value adjustment was fully recognized as a component of cost of sales over the inventory’s estimated turnover period during the nine months ended December 31, 2022. Property and equipment, net Acquired property and equipment includes land of $ 16.1 million, buildings and site improvements of $ 32.5 million, and machinery, equipment, and software of $ 41.1 million. The estimated fair value of property and equipment was determined primarily using market and/or or cost approach methodologies. The acquired fair value for buildings and site improvements depreciate on a straight-line basis over the estimated useful lives of the assets for a period of up to sixteen years , machinery, equipment and software will depreciate on an accelerated basis over an estimated useful life of three to ten years . Depreciation expense associated with the acquired property and equipment amounted to $ 1.8 million for the three months ended March 31, 2023. 13 Goodwill The excess of purchase price over the net assets acquired was recognized as goodwill and relates to the value that is expected from the acquired assembled workforce as well as the increased scale and synergies resulting from the integration of both businesses. The goodwill recognized from the Acquisition is not deductible for local income tax purposes. Goodwill has been allocated to components within the ETANCO reporting unit. Intangible assets, net The estimated fair value of intangible assets acquired was determined primarily using income approach methodologies. The values allocated to intangible assets and the useful lives were as follows: (in thousands, except useful lives) Weighted-average useful life (in years) Amount Customer relationships 15 $ 248,398 Trade names Indefinite 93,811 Developed technology 10 11,256 Patents 8 3,862 $ 357,327 The acquired definite-lived intangible assets are being amortized on a straight-line basis over estimated useful lives, which approximates the pattern in which these assets are utilized. The Company recognized $ 4.4 million of amortization expense on these assets during the three months ended March 31, 2023. Deferred taxes As a result of the increase in fair value of inventory, property and equipment, and intangible assets, deferred tax liabilities of $ 105.9 million were recognized, primarily due to intangible assets. Acquisition and integration related costs During the three months ended March 31, 2023, the Company incurred integration related expenses of $ 1.4 million. During the three months ended March 31, 2022, the Company incurred acquisition related costs of $ 7.0 million for investment banking, legal, accounting, advisory, and consulting fees. Acquisition and integration related costs have been included in the Company’s income from operations. Unaudited pro forma results The following unaudited pro forma combined financial information presents estimated results as if the Company acquired ETANCO on January 1, 2021. The unaudited pro forma financial information as presented below is for informational purposes only and does not purport to actually represent what the Company’s combined results of operations would have been had the Acquisition occurred on January 1, 2021, or what those results will be for any future periods. The following unaudited pro forma consolidated financial information has been prepared using the acquisition method of accounting in accordance with U.S. GAAP: 14 Three Months Ended March 31, (in thousands, except per share amounts) 2023 2022 Net sales $ 534,430 $ 572,754 Net income $ 89,032 $ 105,447 Pro forma earnings per common share: Basic $ 2.09 $ 2.44 Diluted $ 2.08 $ 2.43 Weighted average shares outstanding: Basic 42,610 43,179 Diluted 42,827 43,376 The unaudited pro forma results above includes the following adjustments to net income: 1) Integration related costs of $ 1.4 million and acquisition related costs $ 7.0 million, which were incurred during the three months ended March 31, 2023 and March 31, 2022, respectively, were adjusted as if such costs were incurred during the twelve months ended December 31, 2021. 2) Net income for ETANCO includes adjustments of $ 0.4 million to conform ETANCO’s historical financial results prepared under French GAAP to U.S. GAAP for the three months ended March 31, 2022. The U.S. GAAP adjustments are primarily related to share-based payments expense on awards that were settled prior to the Acquisition, and costs incurred and capitalized by ETANCO on its historical acquisitions. 4. Net Income per Share The following shows a reconciliation of basic net earnings per share ("EPS") to diluted EPS: Three Months Ended March 31, (in thousands, except per share amounts) 2023 2022 Net income available to common stockholders $ 87,954 $ 94,576 Basic weighted-average shares outstanding 42,610 43,179 Dilutive effect of potential common stock equivalents — restricted stock units 217 197 Diluted weighted-average shares outstanding 42,827 43,376 Net earnings per common share: Basic $ 2.06 $ 2.19 Diluted $ 2.05 $ 2.18 15 5. Stock-Based Compensation The Company allocates stock-based compensation expense amongst cost of sales, research and development and other engineering expense, selling expense, or general and administrative expense based on the job functions performed by the employees to whom the stock-based compensation is awarded. Stock-based compensation capitalized in inventory was immaterial for all periods presented. The Company recognized stock-based compensation expense related to its equity plans for employees of $ 4.6 million and $ 4.9 million for the three months ended March 31, 2023 and 2022, respectively. During the three months ended March 31, 2023, the Company granted 261,760 restricted stock units (RSUs) and performance stock units (PSUs) to the Company's employees, including officers at an estimated weighted average fair value of $ 98.49 per share based on the closing price (adjusted for the present value of dividends) of the Company's common stock on the grant date. The RSUs and PSUs granted to the Company's employees may be time-based or time and performance-based. Certain of the PSUs are granted to officers and key employees, where the number of performance-based awards to be issued is based on the achievement of certain Company performance criteria established in the award agreement over a cumulative three year period, after which time these awards cliff vest. In addition, these same officers and key employees also receive time-based RSUs, which vest pursuant to a three-year graded vesting schedule. Time-based RSUs that are granted to the Company's employees excluding officers and certain key employees, vest ratably over the four year vesting-term of the award. As of March 31, 2023, the Company's aggregate unamortized stock compensation expense was approximately $ 32.2 million which is expected to be recognized in expense over a weighted-average period of 2.7 years. 6. Trade Accounts Receivable, net Trade accounts receivable consisted of the following: As of March 31, As of December 31, (in thousands) 2023 2022 2022 Trade accounts receivable $ 348,201 $ 327,054 $ 276,229 Allowance for doubtful accounts ( 3,961 ) ( 1,618 ) ( 3,240 ) Allowance for sales discounts and returns ( 4,566 ) ( 5,008 ) ( 3,865 ) $ 339,674 $ 320,428 $ 269,124 7. Inventories The components of inventories are as follows: As of March 31, As of December 31, (in thousands) 2023 2022 2022 Raw materials $ 200,190 $ 180,431 $ 187,149 In-process products 56,937 36,029 55,171 Finished products 319,306 226,988 314,481 $ 576,433 $ 443,448 $ 556,801 8. Derivative Instruments The Company enters into derivative instrument agreements, including forward foreign currency exchange contracts, interest rate swaps, and cross currency swaps to manage risk in connection with changes in foreign currency and interest rates. The Company hedges committed exposures and does not engage in speculative transactions. The Company only enters into derivative instrument agreements with counterparties who have highly rated credit. As of March 31, 2023, the aggregate notional amount of the Company's outstanding interest rate contracts, cross currency swap contracts, EUR forward contract and CNY forward contracts were $ 577.5 million, $ 448.2 million, $321.7 million and $ 9.9 million, respectively. As of March 31, 2022, the aggregate notional amount of the Company's outstanding forward contracts used to hedge variability in cash flows on its Chinese Yuan denominated purchases were CNY 68.3 million, all of which expired by December 31, 2022. 16 Changes in fair value of any forward contracts that are determined to be ineffective are immediately reclassified from OCI into earnings. There were no amounts recognized due to ineffectiveness during the three-months ended March 31, 2023. The effects of fair value and cash flow hedge accounting on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the periods ended March 31, were as follows: 2023 2022 (in thousands) Interest expense, net Other & foreign exchange loss, net Cost of sales Interest expense, net Other & foreign exchange loss, net Total amounts of income and expense line items presented in the Condensed Consolidated Statement of Earnings in which the effects of fair value or cash flow hedges are recorded $ ( 570 ) $ ( 398 ) 256,789 ( 212 ) ( 216 ) The effects of fair value and cash flow hedging Gain or (loss) on cash flow hedging relationships Interest contracts: Amount of gain or (loss) reclassified from OCI to earnings 3,196 — — ( 29 ) — Cross currency swap contract Amount of gain or (loss) reclassified from OCI to earnings 1,339 ( 1,816 ) — 21 ( 2,967 ) Forward contract Amount of gain or (loss) reclassified from OCI to earnings — — 163 — — The effects of derivative instruments on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the three months ended March 31, 2023 and 2022 were as follows: Cash Flow Hedging Relationships Gain (Loss) Recognized in OCI Location of Gain (Loss) Reclassified from OCI into Earnings Gain (Loss) Reclassified from OCI into Earnings (in thousands) 2023 2022 2023 2022 Interest rate contracts $ ( 4,043 ) $ ( 1,805 ) Interest expense $ 3,196 $ ( 29 ) Cross currency contracts ( 2,279 ) ( 7,548 ) Interest expense 1,339 21 Forward contracts $ ( 35 ) $ — FX gain (loss) ( 1,816 ) ( 2,967 ) FX gain (loss) $ — $ — Cost of goods sold — 163 Total $ ( 6,357 ) $ ( 9,353 ) $ 2,719 $ ( 2,812 ) For the three months ending March 31, 2023 losses on the net investment hedge and March 31, 2022 gains on net investment hedge of $ 0.2 million and $ 6.8 million were included in OCI, respectively. For the three months ending March 31, 2023, excluded gains of $ 1.2 million were reclassified from OCI to interest expense, while none were reported for the three months ended March 31, 2022. As of March 31, 2023, the aggregate fair values of the Company’s derivative instruments on the Condensed Consolidated Balance Sheet were comprised of an asset of $ 35.6 million, of which $ 18.0 million is included in other current assets, and the balance, or $ 17.7 million as other non-current assets, and a non-current liability of $ 11.5 million. 17 9. Property, Plant and Equipment, net Property, plant and equipment consisted of the following: As of March 31, As of December 31, (in thousands) 2023 2022 2022 Land $ 51,543 $ 34,591 $ 50,025 Buildings and site improvements 233,141 197,180 233,123 Leasehold improvements 6,621 6,153 6,367 Machinery, equipment, and software 481,993 407,808 472,907 773,298 645,732 762,422 Less accumulated depreciation and amortization ( 443,762 ) ( 406,835 ) ( 432,392 ) 329,536 238,897 330,030 Capital projects in progress 39,553 26,778 31,525 Total $ 369,089 $ 265,675 $ 361,555 10. Goodwill and Intangible Assets, net Goodwill consisted of the following: As of March 31, As of December 31, (in thousands) 2023 2022 2022 North America $ 103,570 $ 96,359 $ 103,572 Europe 395,903 35,864 390,799 Asia/Pacific 1,276 1,428 1,301 Total $ 500,749 $ 133,651 $ 495,672 Goodwill totaled $ 500.7 million as of March 31, 2023, including $ 360.0 million attributable to the Acquisition. I ntangible assets, net, consisted of the following: As of March 31, 2023 Gross Net Carrying Accumulated Carrying (in thousands) Amount Amortization Amount North America $ 53,353 $ ( 30,744 ) $ 22,609 Europe 378,158 ( 38,824 ) 339,334 Asia/Pacific 4,179 — 4,179 Total $ 435,690 $ ( 69,568 ) $ 366,122 As of March 31, 2022 Gross Net (in thousands) Carrying Amount Accumulated Amortization Carrying Amount North America $ 46,642 $ ( 27,205 ) $ 19,437 Europe 26,274 ( 20,690 ) 5,584 Total $ 72,916 $ ( 47,895 ) $ 25,021 18 As of December 31, 2022 Gross Net (in thousands) Carrying Amount Accumulated Amortization Carrying Amount North America $ 53,498 $ ( 29,782 ) $ 23,716 Europe 373,538 ( 34,337 ) 339,201 Total $ 427,036 $ ( 64,119 ) $ 362,917 Intangible assets consist of definite-lived and indefinite-lived assets. Definite-lived intangible assets include customer relationships, patents, unpatented technology, and non-compete agreements. Amortization of definite-lived intangible assets was $ 5.7 million and $ 1.1 million for the three months ended March 31, 2023 and 2022, respectively. The weighted-average amortization period for all amortizable intangibles on a combined basis is 8.9 years. Indefinite-lived intangible assets totaled $ 93.0 million as of March 31, 2023, including $ 92.3 million attributable to trade names acquired in the Acquisition. At March 31, 2023, the estimated future amortization of definite-lived intangible assets was as follows: (in thousands) Remaining nine months of 2023 $ 15,748 2024 20,314 2025 20,087 2026 19,618 2027 19,334 2028 19,123 Thereafter 158,943 $ 273,167 The changes in the carrying amount of goodwill and intangible assets for the three months ended March 31, 2023, were as follows: Intangible (in thousands) Goodwill Assets Balance at December 31, 2022 $ 495,672 $ 362,917 Acquisition — 4,179 Reclassifications — ( 21 ) Amortization — ( 5,668 ) Foreign exchange 5,077 4,715 Balance at March 31, 2023 $ 500,749 $ 366,122 19 11. Leases The Company has operating leases for certain facilities, equipment and automobiles. The existing operating leases expire at various dates through 2027, some of which include options to extend the leases for up to five years . The Company measured the lease liability at the present value of the lease payments to be made over the lease term. The lease payments are discounted using the Company's incremental borrowing rate. The Company measured the 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. The following table provides a summary of leases included on the Condensed Consolidated Balance Sheets as of March 31, 2023 and 2022 and December 31, 2022, Condensed Consolidated Statements Of Earnings and Comprehensive Income, and Condensed Consolidated Statements Of Cash Flows for the three months ended March 31, 2023 and 2022: Condensed Consolidated Balance Sheets Line Item March 31, December 31, (in thousands) 2023 2022 2022 Operating leases Assets Operating leases Operating lease right-of-use assets $ 55,902 $ 44,651 $ 57,652 Liabilities Operating - current Accrued expenses and other current liabilities $ 11,612 $ 8,750 $ 11,544 Operating - noncurrent Operating lease liabilities 45,368 36,336 46,882 Total operating lease liabilities $ 56,980 $ 45,086 $ 58,426 Finance leases Assets Property and equipment, gross Property, plant and equipment, net $ — $ — $ 3,569 Accumulated amortization Property, plant and equipment, net — — ( 3,569 ) Property and equipment, net Property, plant and equipment, net $ — $ — $ — The components of lease expense were as follows: Condensed Consolidated Statements of Earnings and Comprehensive Income Line Item Three Months Ended March 31, (in thousands) 2023 2022 Operating lease cost General administrative expenses and cost of sales $ 3,959 $ 3,128 20 Other Information Supplemental cash flow information related to leases is as follows: Three Months Ended March 31, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 3,653 $ 3,097 Operating right-of-use assets obtained in exchange for lease obligations during the current period 1,272 2,196 The following is a schedule, by years, of maturities of lease liabilities as of March 31, 2023: (in thousands) Operating Leases Remaining nine months of 2023 $ 10,840 2024 12,689 2025 10,687 2026 8,424 2027 6,519 Thereafter 16,680 Total lease payments 65,839 Less: Present value discount ( 8,859 ) Total lease liabilities $ 56,980 The following table summarizes the Company's lease terms and discount rates as of March 31, 2023 and 2022: Weighted-average remaining lease terms (in years): 2023 2022 Operating leases 5.93 6.64 Weighted-average discount rate: Operating leases 4.67 % 5.17 % 12. Debt As of March 31, 2023, the Company has $ 577.5 million, excluding deferred financing costs, outstanding under its Amended and Restated Credit Facility, which is the estimated fair value as of March 31, 2023. The Company had outstanding balances of $ 700.0 million and $ 583.2 million under the Amended and Restated Credit Facility as of March 31, 2022, and December 31, 2022, respectively. The following is a schedule, by years, of maturities for the remaining term loan facility as of March 31, 2023: 21 (in thousands) 5-Year Term Loan Remaining nine months of 2023 $ 16,875 2024 22,500 2025 22,500 2026 22,500 2027 343,125 Total loan outstanding $ 427,500 The $ 150.0 million outstanding under the revolving credit facility is due on March 31, 2027. The Company was in compliance with its financial covenants under the Amended and Restated Credit Facility as of March 31, 2023. As of March 31, 2023, in addition to the Amended and Restated 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 $ 305.7 million in available borrowing capacity and an irrevocable standby letter of credit in support of various insurance deductibles. 13. Commitments and Contingencies Environmental The Company’s policy with regard to environmental liabilities is to accrue for future environmental assessments and remediation costs when information becomes available that indicates that it is probable that the Company is liable for any related claims and assessments and the amount of the liability is reasonably estimable. The Company does not believe that any such matters will have a material adverse effect on the Company’s financial condition, cash flows or results of operations. Litigation and Potential Claims 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. 14. Segment Information The Company is organized into three reporting segments defined by the regions where the Company’s products are manufactured, marketed and distributed to its customers. The three reporting segments are the North America segment (comprised primarily of the Company’s operations in the U.S. and Canada), the Europe segment, which includes ETANCO, and the Asia/Pacific segment (comprised of the Company’s operations in Asia and the South Pacific, These segments are similar in several ways, including the types of materials used, the production processes, the distribution channels and the product applications. The Administrative & All Other line item primarily includes expenses such as self-insured workers compensation claims for employees, stock-based compensation for certain members of management, interest expense, foreign exchange gains or losses and income tax expense, as well as revenues and expenses related to real estate activities. 22 The following tables illustrate certain measurements used by management to assess the performance of its reportable segments as of or the following periods: Three Months Ended March 31, (in thousands) 2023 2022 Net Sales North America $ 406,330 $ 438,731 Europe 124,215 51,451 Asia/Pacific 3,885 3,388 Total $ 534,430 $ 493,570 Sales to Other Segments* North America $ 1,168 $ 1,134 Europe 1,613 1,684 Asia/Pacific 5,902 8,567 Total $ 8,683 $ 11,385 Income (Loss) from Operations North America $ 114,393 $ 135,727 Europe 13,470 ( 1,370 ) Asia/Pacific ( 138 ) 564 Administrative and all other ( 9,362 ) ( 10,484 ) Total $ 118,363 $ 124,437 * Sales to other segments are eliminated in consolidation. At As of March 31, December 31, (in thousands) 2023 2022 2022 Total Assets North America $ 1,425,374 $ 1,120,027 $ 1,393,968 Europe 695,268 1,034,323 675,634 Asia/Pacific 32,789 32,847 34,599 Administrative and all other 402,203 93,153 399,770 Total $ 2,555,634 $ 2,280,350 $ 2,503,971 Cash collected by the Company’s U.S. subsidiaries is routinely transferred into the Company’s cash management accounts and, therefore is in the total assets of “Administrative and all other.” Cash and cash equivalent balances in the “Administrative and all other” segment were $ 189.8 million, $ 96.1 million, and $ 222.5 million, as of March 31, 2023 and 2022, and December 31, 2022, respectively. Also included in the total assets of "Administrative and all other" are intercompany borrowings due from the Europe segment, which were used by the Europe segment in the acquisition of ETANCO. Included in the total assets of each segment are net intercompany borrowings due to and from the other segments. The Company’s wood construction products include connectors, truss plates, fastening systems, fasteners and pre-fabricated shearwalls and are used for connecting and strengthening wood-based construction primarily in residential and commercial construction. Its concrete construction products include adhesives, specialty chemicals, mechanical anchors, carbide drill bits, powder actuated tools and reinforcing fiber materials and are used for restoration, protection or strengthening concrete, masonry and steel construction in residential, industrial, commercial and infrastructure construction. The table below illustrates the distribution of the Company’s sales by product group as additional information for the following periods: 23 Three Months Ended March 31, (in thousands) 2023 2022 Wood construction products $ 454,758 $ 435,438 Concrete construction products 76,672 57,976 Other 3,000 156 Total $ 534,430 $ 493,570 15. Subsequent Events Dividend Declared On April 26, 2023, the Company’s Board of Directors (the "Board") declared a quarterly cash dividend of $ 0.27 per share, estimated to be $ 11.5 million in total. The dividend will be payable on July 27, 2023, to the Company's stockholders of record on July 6, 2023. 24