Simpson Manufacturing Co., Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Each of the terms the “Company,” “we,” “our,” “us” and similar terms used herein refer collectively to Simpson Manufacturing Co., Inc., a Delaware corporation, and its wholly-owned subsidiaries, including Simpson Strong-Tie Company Inc., unless otherwise stated. The Company regularly uses its website to post information regarding its business and governance. The Company encourages investors to use http://www.simpsonmfg.com as a source of information about the Company. The information on our website is not incorporated by reference into this report or other material we file with or furnish to the Securities and Exchange Commission (the "SEC"), except as explicitly noted or as required by law. The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the Company’s consolidated financial condition and results of operations. This discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and notes thereto included in this report. “Strong-Tie” and our other trademarks appearing in this report are our property. This report contains additional trade names and trademarks of other companies. We do not intend our use or display of other companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies. CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. Such statements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements generally can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “target,” “continue,” “predict,” “project,” “change,” “result,” “future,” “will,” “could,” “can,” “may,” “likely,” “potentially,” or similar expressions. Forward-looking statements are all statements other than those of historical fact and include, but are not limited to, statements about future financial and operating results, our plans, objectives, business outlook, priorities, expectations and intentions, expectations for sales and market growth, comparable sales, earnings and performance, stockholder value, capital expenditures, cash flows, the housing market, the home improvement industry, demand for services, share repurchases, our ongoing integration of FIXCO Invest S.A.S (“ETANCO”), our strategic initiatives, including the impact of these initiatives, on our strategic and operational plans and financial results, and any statement of an assumption underlying any of the foregoing. Forward-looking statements are subject to inherent uncertainties, risks and other factors that are difficult to predict and could cause our actual results to vary in material respects from what we have expressed or implied by these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those expressed in or implied by our forward-looking statements include, the effects of inflation and labor and supply shortages, on our operations, the operations of our customers, suppliers and business partners, and our ongoing integration of ETANCO and those discussed under Item 1A. Risk Factors and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Additional risks include: the cyclicality and impact of general economic conditions; changing conditions in global markets including the impact of sanctions and tariffs, quotas and other trade actions and import restrictions; the impact of pandemics, epidemics or other public health emergencies; volatile supply and demand conditions affecting prices and volumes in the markets for both our products and raw materials we purchase; the impact of foreign currency fluctuations; potential limitations on our ability to access capital resources and borrowings under our existing credit agreement; restrictions on our business and financial covenants under our credit agreement; reliance on employees subject to collective bargaining agreements; and or ability to repurchase shares of our common stock and the amounts and timing of repurchases, if any. We caution that you should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC that advise of the risks and factors that may affect our business. 22 Overview We design, manufacture and sell building construction products that are of high quality and performance, easy to use and cost-effective for customers. We operate in three business segments determined by geographic region: North America, Europe and Asia/Pacific. Our organic opportunities focused on expanding our product line with our current customers while also identifying new opportunities within our core competencies of wood and concrete products. These new growth opportunities focused on gaining share with our primary customer markets. In order to grow in these markets, we aspire to be among the leaders in engineered load-rated construction building products and systems and digital product offerings while leveraging our engineering expertise, deep-rooted relationships with top builders, engineers, contractors, code officials and distributors, along with our ongoing commitment to testing, research and innovation. Importantly, we currently have existing products, testing results, distribution and manufacturing capabilities to support our Company ambitions and key growth initiatives. This will ultimately be a function of expanding our sales and/or marketing functions to promote our products to different end users and distribution channels, expanding our customer base, and potentially introducing new products in the future. In the past two years, we have reorganized our sales teams to customer market focused teams dedicated to serving the following markets: • Residential; • Commercial; • Original Equipment Manufacturers ("OEM"); • National Retail; and • Component Manufacturers Our commitment to continuous improvement has fostered our core Company ambitions, which we continue to pursue including: • Strengthen our values-based culture; • Be the partner of choice; • Be an innovative leader in the markets we operate; • Above market growth relative to the United States housing starts; • An operating income margin within the top quartile of our proxy peers; and • Integrate ETANCO and restoring our return on invested capital to be within the top quartile of our proxy peers. We have made progress towards our key growth initiatives since they were first announced in 2021. A few recent examples include: • The integration of ETANCO which has resulted in additional scale for our legacy European operations, as well as the opportunity to realize synergies in those operations; • Continued growing United States sales volumes above United States housing starts growth; • Formed a new partnership agreement with a large independent co-op serving more than 12,000 retail hardware stores, home centers, and pro lumber dealers, which led to significant conversions of our connectors, fasteners and anchor products; • Recaptured a number of lumber dealers in North America with the opportunity to expand the products lines; • Rolled out 14 new products, globally, during the first quarter of 2024; • Expansion of our Outdoor Accents® decorative hardware, fasteners and anchors product lines, which contributed to our growth in the do-it-yourself ("DIY") or construction contractor segments of our national retail market; • Converted component manufacturers to using our truss software and purchasing our truss plate and connectors solution sets, including a major component manufacture; and • Completed our path-to-market shift away from two-step distribution in North America, enabling us to sell our complete product line and drive additional market share gains. 23 We believe this progress is the result of our high service levels, increasingly diverse portfolio of products and software as well as our commitment to innovation and developing complete solutions for the markets we serve. As we continue to make progress on our key growth initiatives, we believe we can continue to achieve above market growth in the United States relative to United States housing starts for fiscal 2024 and beyond. These examples further emulate our Founder, Barclay Simpson’s, nine principles of doing business, and more specifically the focus and obsession on customers and users. Beginning this quarter, we now include consolidated Adjusted EBITDA, a non-GAAP measure. We use Adjusted EBITDA to provide additional insight into the Company’s operating performance in light of the significant levels of growth investment we are continuing to make in the business and the effect accelerated depreciation and acquisition and integration costs will have on our operating results. This will also provide a better approximation of our cash flows compared to operating income. Factors Affecting Our Results of Operations The Company’s business, financial condition and results of operations depends in large part on the level of United States housing starts and residential construction activity. Overall housing starts increased slightly during the first quarter of 2024 compared to the first quarter of 2023, with single family starts increasing significantly during the first quarter of 2024. The increase in single family starts was mostly offset by lower multi-family housing starts, which are more sensitive to interest rate increases and inflation. Lower housing starts in the United States could result in lower demand, which would affect the Company's sales and possibly operating profit. Unlike lumber or other products that have a more direct correlation to United States housing starts, our products are used to a greater extent in areas that are subject to natural forces, such as seismic or wind events. Our products are generally used in a sequential progression that follows the construction process. Residential and commercial construction begins with the foundation, followed by the wall and the roof systems, and then the installation of our products, which flow into a project or a house according to these schedules. In prior years, our sales were heavily seasonal with operating results varying from quarter to quarter depending on weather conditions that could delay construction starts. Our sales and income have historically been lower in the first and fourth quarters than in the second and third quarters of a fiscal year. Due to efforts in diversifying our global footprint with the acquisition of ETANCO and changing our path to market in the United States, sales from our product line, customer base and customer purchases are becoming less seasonal. Political and economic events such as rising energy costs, volatility in the steel market, stressed product transportation systems and increasing interest rates can also have an effect on our gross and operating profits as well. Changes in raw material cost could impact the amount of inventory on-hand, and negatively affect our gross profit and operating margins depending on the timing of raw material purchases or how much sales prices can be increased to offset any increases in raw material costs. Our operations also expose us to risks associated with pandemics, epidemics or other public health crises. Business Segment Information Historically, our North America segment has generated more revenues from wood construction products compared to concrete construction products. North America net sales increased slightly for the quarter ended March 31, 2024 compared to March 31, 2023, due to higher sales volumes of 8%, measured by pounds shipped, which were offset by price decreases implemented during 2023 and increased rebates due to increased volume sales, as well as an increase in estimated rebates to home builders. Our wood construction product net sales decreased 0.6% for the quarter ended March 31, 2024 compared to March 31, 2023 as described above. Our concrete construction product sales increased 6.0% over the same periods, due to higher volumes. Over the last several years, our historical average volume growth in North America has exceeded the housing starts market growth by approximately 250 basis points. We believe the United States 2024 housing starts market will grow in the low single digits relative to fiscal year 2023 housing starts and one of our ambitions is to continue to grow above market. With the investments we have made and continue to make, we believe we are well positioned to achieve that ambition. During 2024, work continued on our Columbus facility expansion as well as the building of the replacement of our Gallatin facility. We expect the expansion and replacement of these facilities will improve our overall service, production efficiencies and safety in the workplace, as well as reduce our reliance on certain outsourced finished goods and component products and continue to ensure we have ample capacity to meet our customer needs. These investments reinforce our core business model differentiators to remain the partner of choice as we continue to produce products locally and ensure superior levels of customer service. 24 Europe sales decreased 3.4% for the quarter ended March 31, 2024 compared to March 31, 2023, primarily due to lower sales volumes, primarily in the residential market, which was partly offset by the positive effect of approximately $2.2 million in foreign currency translation. Wood construction product sales decreased 3.2% for the quarter ended March 31, 2024 compared to March 31, 2023 and concrete construction product sales, which are mostly project based, decreased 4.6% for the quarter ended March 31, 2024 compared to March 31, 2023. Gross profit decreased $2.8 million primarily due to lower net sales as well as a lower gross profit margin, mostly on higher warehouse and freight costs. Operating income decreased $5.2 million on higher operating and integration expenses, offset partly from a release of contingent tax liability associated with an acquisition and an increase in foreign currency gains. Fiscal 2024 operating margins will include anticipated integration costs estimated to range between $4.0 million to $5.0 million. We currently anticipate Europe 2024 results to be impacted by economic headwinds but also believe in the long term potential given Europe's on-going housing shortage (with an increasing use of wood construction) and new environmental regulations for which we have products and solutions. Our Asia/Pacific segment has generated revenues from both wood and concrete construction products. We believe that the Asia/Pacific segment is not significant to our overall performance. Business Outlook The Company updated its financial outlook for the full fiscal year ending December 31, 2024 based on one quarter of actual results, and its latest expectations regarding demand trends, raw material costs and operating expenses as of follow: ◦ Operating margin is estimated to be in the range of 20.0% to 21.5%, including approximately $85.5 million in depreciation and amortization expense. ◦ The effective tax rate is estimated to be in the range of 24.5% to 25.5%, including both federal and state income tax rates as well as international income tax rates, and assuming no tax law changes are enacted. ◦ Capital expenditures are estimated to be approximately $185 million, which includes $105 million for the Columbus, Ohio facility expansion and the new Gallatin, Tennessee fastener facility construction. Results of Operations for the Three Months Ended March 31, 2024, Compared with the Three Months Ended March 31, 2023 Unless otherwise stated, the below results, when providing comparisons (which are generally indicated by words such as “increased,” “decreased,” “unchanged” or “compared to”), compare the results of operations for the three months ended March 31, 2024, against the results of operations for the three months ended March 31, 2023. Unless otherwise stated, the results announced below, when referencing “both quarters,” refer to the three months ended March 31, 2023 and the three months ended March 31, 2024. 25 First Quarter 2024 Consolidated Financial Highlights The following table shows the change in the Company's results of operations from the three months ended March 31, 2023 to the three months ended March 31, 2024, and the increases or decreases for each category by segment: Three Months Ended Three Months Ended Increase (Decrease) in Operating Segment March 31, North Asia/ Admin & March 31, (in thousands) 2023 America Europe Pacific All Other 2024 Net sales $ 534,430 $ 419 $ (4,277) $ 7 $ — $ 530,579 Cost of sales 281,554 5,404 (1,485) 255 295 286,023 Gross profit 252,876 (4,985) (2,792) (248) (295) 244,556 Research and development and other engineering expense 20,747 855 131 185 — 21,918 Selling expense 48,667 6,013 (318) 137 — 54,499 General and administrative expense 63,707 3,713 2,073 (132) 832 70,193 Total operating expenses 133,121 10,581 1,886 190 832 146,610 Integration costs 1,442 — 604 — — 2,046 Net gain on disposal of assets (50) (78) (70) — (198) Income from operations 118,363 (15,488) (5,212) (438) (1,127) 96,098 Interest income (expense), net and other (570) 200 174 (315) 862 351 Other & foreign exchange gain (loss), net (398) 6,557 3,080 553 (7,823) 1,969 Income before income taxes 117,395 (8,731) (1,958) (200) (8,088) 98,418 Provision for income taxes 29,441 (4,474) (284) (73) (1,622) 22,988 Net income $ 87,954 $ (4,257) $ (1,674) $ (127) $ (6,466) $ 75,430 Net sales decreased 0.7% to $530.6 million from $534.4 million. As noted above, North America sales volume increased 8%, measured in pounds, and were offset by price decreases implemented during 2023, increased volume rebates as a result of increased volume sales, and an increase in estimated rebates to home builders, as well as a decrease in Europe sales volumes. Wood construction product sales, including sales of connectors, truss plates, fastening systems, fasteners and shearwalls, represented 85% of the Company's total sales in the first quarters of 2024 and 2023, respectively. Concrete construction product sales, including sales of adhesives, chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials, represented 15% and 14% of the Company's total sales in the first quarters of 2024 and 2023, respectively. Gross profit decreased 3.3% to $244.6 million from $252.9 million primarily due to higher overhead costs partially offset by lower raw material costs. As a result, consolidated gross margins were 46.1% compared to 47.3% last year. From a product perspective, gross margin decreased to 46.1% from 47.1% for wood construction products and decreased to 46.5% from 47.1% for concrete construction products, respectively. Research and development and engineering expense increased 5.6% to $21.9 million from $20.7 million, primarily due to increased personnel costs of $1.3 million, $0.4 million in depreciation and amortization offset by a decrease of $0.5 million of variable compensation. Selling expense increased 12.0% to $54.5 million from $48.7 million, primarily due to increased personnel costs of $4.5 million, $1.2 million in advertising and trade shows costs, and $0.9 million in travel related costs offset by a decrease of $1.1 million of variable compensat ion . General and administrative expense increased 10.2% to $70.2 million from $63.7 million, primarily due to increased personnel costs of $3.5 million, $2.6 million in software licensing & Information Technology ("IT") costs, and $1.9 million in professional service fees offset by a decrease of $1.4 million of variable compensatio n . Our effective income tax rat e decreased to 23.4% from 25.1%. 26 Consolidated net income was $75.4 million compared to $88.0 million. Diluted earnings per share was $1.77 compared to $2.05. Adjusted EBITDA 1 of $117.3 million decreased 14.4% compared to $137.0 million, primarily due to lower gross profits on lower net sales as well as increased personnel costs, IT costs and professional service fees, which were partly offset by decreases in variable compensation costs. Net sales The following table shows net sales by segment for the three months ended March 31, 2024 and 2023, respectively: North Asia/ (in thousands) America Europe Pacific Total Three months ended March 31, 2023 $ 406,330 $ 124,215 $ 3,885 $ 534,430 March 31, 2024 406,749 119,938 3,892 530,579 Increase (decrease) $ 419 $ (4,277) $ 7 $ (3,851) Percentage increase (decrease) 0.1 % (3.4) % 0.2 % (0.7) % The following table shows segment net sales as percentages of total net sales for the three months ended March 31, 2024 and 2023, respectively: North America Europe Asia/ Pacific Total Percentage of total 2023 net sales 76 % 23 % 1 % 100 % Percentage of total 2024 net sales 76 % 23 % 1 % 100 % Gross profit The following table shows gross profit (loss) by segment for the three months ended March 31, 2024 and 2023, respectively: North Asia/ Admin & (in thousands) America Europe Pacific All Other Total Three months ended March 31, 2023 $205,522 $46,604 $924 $(174) $252,876 March 31, 2024 200,537 43,812 676 (469) 244,556 Decrease $(4,985) $(2,792) $(248) $(295) $(8,320) Percentage (decrease) (2.4) % (6.0) % * * (3.3) % * The statistic is not meaningful or material. The following table shows gross margin by segment for the three months ended March 31, 2024 and 2023, respectively: North America Europe Asia/ Pacific Admin & All Other Total 2023 gross margin percentage 50.6 % 37.5 % 23.8 % * 47.3 % 2024 gross margin percentage 49.3 % 36.5 % 17.4 % * 46.1 % * The statistic is not meaningful or material. 1 Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Adjusted EBITDA to U.S. generally accepted accounting principles ("GAAP") net income see the schedule titled "Reconciliation of Net Income to Adjusted EBITDA." 27 North America • Net sales increased 0.1%, primarily due to increased sales volumes offset by price decreases implemented during 2023 and increased volume discounts on increased sales volumes, including an increase in estimated rebates to home builders. • Gross margin decreased to 49.3% from 50.6%, primarily due to higher warehouse and freight costs, partially offset by lower material costs, as a percentage of net sales. • Research, development and engineering expense increased 4.5%, primarily due to increased personnel costs of $0.3 million and $0.3 million in depreciation and amortization. • Selling expense increased 17.3% , primarily due to increased personnel costs of $4.9 million, $0.9 million in advertising and trade shows cost, $0.8 million in travel related costs, and $0.7 million in software licensing and IT costs, net of amounts capitalized, offset by a decrease of $1.0 million of variable compensation. • General and administrative expense increased 9.9%, primarily due to increased personnel costs of $2.1 million, $1.9 million in software licensing and IT costs, net of amounts capitalized, offset by a decrease of $0.7 million in variable compensation. • Income from operations decreased by $15.5 million due to the factors discussed above. Europe • Net sales decreased 3.4%, primarily due to lower sales volumes, partially offset by the positive effect of $2.2 million in foreign currency translation. • Gross margin decreased to 36.5% from 37.5%. Europe gross profit of $43.8 million decreased 6.0% from $46.6 million, primarily due to increased warehouse and freight costs, as a percentage of net sales. • Income from operations decreased by $5.2 million from $13.5 million to $8.3 million due to lower gross margins and high personnel costs. Asia/Pacific • For information about the Company's Asia/Pacific segment, please refer to the tables above setting forth changes in our operating results for the three months ended March 31, 2024 and 2023. 28 Reconciliation of Non-GAAP Financial Measures (In thousands) (Unaudited) A reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure, is set forth below. Three Months Ended March 31, 2024 2023 Net Income $ 75,430 $ 87,954 Provision for income taxes 22,988 29,441 Interest (income) expense, net and other financing costs (351) 570 Depreciation and amortization 19,189 17,365 Other* 26 1,704 Adjusted EBITDA $ 117,282 $ 137,034 *Other: Includes acquisition integration and restructuring related expenses, other & foreign exchange loss net, and net loss or gain on disposal of assets. Effect of New Accounting Standards See "Note 1 Basis of Presentation — Accounting Standards Not Yet Adopted ” to the accompanying unaudited interim Condensed Consolidated Financial Statements. Liquidity and Capital Resources We have historically met our capital needs through a combination of cash flows from operating activities and, when necessary, borrowings under our credit facilities. Our principal uses of capital include the costs and expenses associated with our operations, including financing working capital requirements and continuing our capital allocation strategy, which includes supporting capital expenditures, paying cash dividends, repurchasing the Company's common stock, and financing other investment opportunities from time to time. On March 30, 2022, the Company entered into an Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement provides for a 5-year revolving credit facility of $450.0 million, which includes a letter of credit sub-facility up to $50 million and for a 5-year term loan facility of $450.0 million. As of March 31, 2024, the Company had borrowings of $75.0 million under the revolving credit facility and $405.0 million under the term loan facility, and has $375.0 million available to borrow under the revolving credit facility. As of March 31, 2024, our cash and cash equivalents consisted of deposits and money market funds held with established national financial institutions includes $91.7 million are held in the local currencies of our foreign operations and could be subject to additional taxation if repatriated to the U.S. The Company is maintaining a permanent reinvestment assertion on its foreign earnings relative to remaining cash held outside the United States. The following table shows selected financial information as of March 31, 2024, December 31, 2023 and March 31, 2023, respectively: As of March 31, As of December 31, As of March 31, (in thousands) 2024 2023 2023 Cash and cash equivalents $ 369,122 $ 429,822 $ 252,541 Property, plant and equipment, net 437,429 418,612 369,089 Equity investment, goodwill and intangible assets 860,555 883,079 880,845 Working capital excluding cash and cash equivalents 607,191 521,362 639,334 29 The following table presents the significant categories of cash flows was used or provided during the three-month periods ended March 31, 2024 and 2023, respectively: Three Months Ended March 31, (in thousands) 2024 2023 Net cash provided by (used in): Operating activities $ 7,938 $ 2,958 Investing activities (39,371) (27,043) Financing activities (24,800) (23,817) Cash flows from operating activities result primarily from our earnings before non-cash items such as depreciation, amortization, and stock-based compensation, and are also affected by changes in operating assets and liabilities which consist primarily of working capital balances. Our revenues are derived from manufacturing and sales of building construction materials. Our operating cash flows are impacted by prevailing macro-economic conditions and subject to seasonality, which is cyclically associated with the volume and timing of construction project starts. For example, as a result of seasonality our trade accounts receivable are generally lowest at the end of the fourth quarter and increases during the first, second and third quarters as construction activity ramps in markets we serve. During the three months ended March 31, 2024, operating activities provided $7.9 million in cash, as a result of $75.4 million from net income plus $24.8 million non-cash expenses such as depreciation and amortization and stock-based compensation. This amount was partly offset by $92.3 million used for the net change in operating assets and liabilities. The net change in operating assets and liabilities included an increases of $61.3 million in trade accounts receivable, $12.8 million in other current assets, and $9.1 million in inventory. Cash used in investing activities of $39.4 million during the three months ended March 31, 2024, which was primarily used for facility expansion projects and machinery and equipment purchases. Due to updated forecasts on the timing of the spend and subject to future events and circumstances, capital expenditures are estimated to be approximately $185.0 million for 2024 (down from the previously forecasted $200.0 million) including the expected spend of $105.0 million on our previously announced Columbus, Ohio facility expansion and replacement of Gallatin, Tennessee facility, with some spend potentially carrying over to 2025. The remaining $80.0 million in capital expenditures will be primarily focused on purchases of new equipment to support increased productivity and efficiencies, enhancements to our existing facilities to expand our manufacturing footprint in-line with increasing customer needs, as well as investments for adjacencies and key growth initiatives . Cash used in financing activities of $24.8 million during the three months ended March 31, 2024 consisted primarily of $11.4 million used to pay dividends to our stockholders, $7.5 million used to pay income taxes on behalf of employees for shares withheld with respect to their vested restricted stock units and $7.1 million used for debt repayment. On May 1, 2024, the Company's Board of Directors (the "Board") declared a quarterly cash dividend of $0.28 per share payable on July 25, 2024, to the Company's stockholders of record on July 4, 2024 ( due to July 4 being a U.S. holiday, the effective record date is July 3, 2024). From April 1, 2024 to May 2, 2024, the Company purchased 283,273 shares of the Company's common stock at an average price of $176.51 per share, for a total of $50.0 million. Since the beginning of 2021 through May 2, 2024, we have returned $344.9 million to stockholders, and includes repurchasing over 1.7 million shares of the Company's common stock, which represents approximately 3.9% of the outstanding shares of the Company's common stock at the start of 2021. Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as of March 31, 2024.