Simpson Manufacturing Co., Inc. 10-Q

Item 1. Financial Statements. Simpson Manufacturing Co., Inc. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands, unaudited) June 30, December 31, 2024 2023 2023 ASSETS Current assets Cash and cash equivalents $ 354,851 $ 407,982 $ 429,822 Trade accounts receivable, net 377,584 387,917 283,975 Inventories 533,625 523,561 551,575 Other current assets 65,016 53,344 47,069 Total current assets 1,331,076 1,372,804 1,312,441 Property, plant and equipment, net 459,297 375,240 418,612 Operating lease right-of-use assets 84,305 63,358 68,792 Goodwill 497,990 495,065 502,550 Intangible assets, net 352,496 369,649 365,339 Other noncurrent assets 48,197 43,233 36,990 Total assets $ 2,773,361 $ 2,719,349 $ 2,704,724 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Trade accounts payable $ 104,670 $ 97,847 $ 107,524 Accrued liabilities and other current liabilities 233,155 276,601 231,233 Long-term debt, current portion 22,500 22,500 22,500 Total current liabilities 360,325 396,948 361,257 Operating lease liabilities 69,223 51,560 55,324 Long-term debt, net of issuance costs 448,171 544,309 458,791 Deferred income tax 93,098 104,113 98,170 Other long-term liabilities 37,743 38,808 51,436 Total liabilities 1,008,560 1,135,738 1,024,978 Commitments and contingencies (see Note 12) Stockholders’ equity Common stock, at par value 424 426 426 Additional paid-in capital 313,323 301,612 313,119 Retained earnings 1,526,192 1,290,686 1,426,554 Treasury stock ( 50,257 ) — ( 50,363 ) Accumulated other comprehensive loss ( 24,881 ) ( 9,113 ) ( 9,990 ) Total stockholders’ equity 1,764,801 1,583,611 1,679,746 Total liabilities and stockholders’ equity $ 2,773,361 $ 2,719,349 $ 2,704,724 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 Six Months Ended June 30, June 30, 2024 2023 2024 2023 Net sales $ 596,978 $ 597,580 $ 1,127,557 $ 1,132,010 Cost of sales 318,431 310,114 604,456 591,669 Gross profit 278,547 287,466 523,101 540,341 Operating expenses: Research and development and other engineering 22,708 21,538 44,626 42,284 Selling 55,918 50,438 110,417 99,106 General and administrative 66,383 68,767 136,577 132,474 Total operating expenses 145,009 140,743 291,620 273,864 Acquisition and integration related costs 1,590 1,859 3,636 3,301 Net gain on disposal of assets ( 238 ) ( 157 ) ( 436 ) ( 207 ) Income from operations 132,186 145,021 228,281 263,383 Interest income (expense), net and other finance costs 2,092 ( 705 ) 2,443 ( 1,274 ) Other & foreign exchange gain (loss), net ( 1,588 ) 357 381 ( 42 ) Income before taxes 132,690 144,673 231,105 262,067 Provision for income taxes 34,859 37,462 57,847 66,903 Net income $ 97,831 $ 107,211 $ 173,258 $ 195,164 Other comprehensive income Translation adjustments ( 2,268 ) ( 48 ) ( 21,911 ) 4,509 Unamortized pension adjustments ( 213 ) 180 ( 285 ) 400 Cash flow hedge adjustment, net of tax 2,187 ( 5,259 ) 7,306 ( 9,963 ) Comprehensive net income $ 97,537 $ 102,084 $ 158,368 $ 190,110 Net income per common share: Basic $ 2.32 $ 2.51 $ 4.09 $ 4.58 Diluted $ 2.31 $ 2.50 $ 4.07 $ 4.55 Weighted-average number of shares outstanding Basic 42,251 42,669 42,319 42,640 Diluted 42,418 42,813 42,534 42,857 Cash dividends declared per common share $ 0.28 $ 0.27 $ 0.55 $ 0.53 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 June 30, 2024 and 2023 Common Stock Additional Paid-in Retained Accumulated Other Comprehensive Treasury Shares Par Value Capital Earnings Loss Stock Total Balance at March 31, 2024 42,442 $ 424 $ 309,661 $ 1,440,165 $ ( 24,587 ) $ — $ 1,725,663 Net income — — — 97,831 — — 97,831 Translation adjustment and other, net of tax — — — — ( 2,268 ) — ( 2,268 ) Pension adjustment, net of tax — — — — ( 213 ) — ( 213 ) Cash flow hedges, net of tax — — — — 2,187 — 2,187 Stock-based compensation expense — — 3,667 — — — 3,667 Shares issued from release of Restricted Stock Units 4 — ( 5 ) — — — ( 5 ) Repurchase of common stock ( 283 ) — — — — ( 50,257 ) ( 50,257 ) Cash dividends declared on common stock, $0.28 per share — — — ( 11,804 ) — — ( 11,804 ) Balance at June 30, 2024 42,163 $ 424 $ 313,323 $ 1,526,192 $ ( 24,881 ) $ ( 50,257 ) $ 1,764,801 Balance March 31, 2023 42,663 $ 426 $ 295,976 $ 1,194,993 $ ( 3,986 ) $ — $ 1,487,409 Net income — — — 107,211 — — 107,211 Translation adjustment and other, net of tax — — — — ( 48 ) — ( 48 ) Pension adjustment, net of tax — — — — 180 — 180 Cash flow hedges, net of tax — — — — ( 5,259 ) — ( 5,259 ) Stock-based compensation expense — — 5,636 — — — 5,636 Shares issued from release of Restricted Stock Units 10 — — — — — — Cash dividends declared on common stock, $ 0.27 per share — — — ( 11,518 ) — — ( 11,518 ) Balance at June 30, 2023 42,673 $ 426 $ 301,612 $ 1,290,686 $ ( 9,113 ) $ — $ 1,583,611 The accompanying notes are an integral part of these condensed consolidated financial statements 6 Simpson Manufacturing Co., Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity (In thousands except per-share data, unaudited) Six Months Ended June 30, 2024 and 2023 Common Stock Additional Paid-in Retained Accumulated Other Comprehensive Treasury Shares Par Value Capital Earnings Loss Stock Total Balance at December 31, 2023 42,323 $ 426 $ 313,119 $ 1,426,554 $ ( 9,990 ) $ ( 50,363 ) $ 1,679,746 Net income — — — 173,258 — — 173,258 Translation adjustment, net of tax — — — — ( 21,911 ) — ( 21,911 ) Pension adjustment and other, net of tax — — — — ( 286 ) — ( 286 ) Cash flow hedges, net of tax — — — — 7,306 — 7,306 Stock-based compensation — — 7,752 — — — 7,752 Shares issued from release of Restricted Stock Units 123 1 ( 7,548 ) — — — ( 7,547 ) Repurchase of common stock ( 283 ) — — — — ( 50,257 ) ( 50,257 ) Retirement of treasury stock ( 3 ) ( 50,360 ) 50,363 — Cash dividends declared on common stock, $0.55 per share — — — ( 23,260 ) — — ( 23,260 ) Balance at June 30, 2024 42,163 $ 424 $ 313,323 $ 1,526,192 $ ( 24,881 ) $ ( 50,257 ) $ 1,764,801 Balance at December 31, 2022 42,560 $ 425 $ 298,983 $ 1,118,030 $ ( 4,059 ) $ — $ 1,413,379 Net income — — — 195,164 — — 195,164 Translation adjustment, net of tax — — — — 4,509 — 4,509 Pension adjustment and other, net of tax — — — — 400 — 400 Cash flow hedges, net of tax — — — — ( 9,963 ) — ( 9,963 ) Stock-based compensation — — 10,027 — — — 10,027 Shares issued from release of Restricted Stock Units 113 1 ( 7,398 ) — — — ( 7,397 ) Cash dividends declared on common stock, $0.53 per share — — — ( 22,508 ) — — ( 22,508 ) Balance at June 30, 2023 42,673 $ 426 $ 301,612 $ 1,290,686 $ ( 9,113 ) $ — $ 1,583,611 The accompanying notes are an integral part of these condensed consolidated financial statements 7 Simpson Manufacturing Co., Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands, unaudited) Six Months Ended June 30, 2024 2023 Cash flows from operating activities Net income $ 173,258 $ 195,164 Adjustments to reconcile net income to net cash provided by operating activities: Gain on sale of assets and other ( 436 ) ( 489 ) Depreciation and amortization 38,559 36,045 Noncash lease expense 7,874 6,595 Release of acquisition related tax and legal contingency ( 1,810 ) — Loss in equity method investment, before tax 538 102 Deferred income taxes ( 5,318 ) ( 6,517 ) Noncash compensation related to stock plans 10,427 11,164 Provision (recovery) for doubtful accounts ( 1,008 ) 459 Deferred hedge gain ( 1,649 ) ( 2,148 ) Changes in operating assets and liabilities Trade accounts receivable ( 95,704 ) ( 118,922 ) Inventories 11,703 34,884 Trade accounts payable 3,906 672 Other current assets ( 19,284 ) ( 1,416 ) Accrued liabilities and other current liabilities 5,137 48,971 Other noncurrent assets and liabilities ( 7,107 ) ( 7,324 ) Net cash provided by operating activities 119,086 197,240 Cash flows from investing activities Capital expenditures ( 79,622 ) ( 37,918 ) Acquisitions, net of cash acquired ( 16,750 ) ( 18,195 ) Purchases of equity investments ( 1,101 ) ( 663 ) Proceeds from sale of property and equipment 1,787 183 Proceeds from sale of business — 8,544 Net cash used in investing activities ( 95,686 ) ( 48,049 ) Cash flows from financing activities Repurchase of common stock ( 50,000 ) — Proceeds from line of credit 1,265 265 Repayments of line of credit ( 13,942 ) ( 11,705 ) Dividends paid ( 22,889 ) ( 22,158 ) Cash paid on behalf of employees for shares withheld ( 7,547 ) ( 7,398 ) Net cash used in financing activities ( 93,113 ) ( 40,996 ) Effect of exchange rate changes on cash and cash equivalents ( 5,258 ) ( 955 ) Net increase (decrease) in cash and cash equivalents ( 74,971 ) 107,240 Cash and cash equivalents at beginning of period 429,822 300,742 Cash and cash equivalents at end of period $ 354,851 $ 407,982 Noncash activity during the period Noncash capital expenditures $ 6,093 $ 1,059 Dividends declared but not paid 11,804 11,518 The accompanying notes are an integral part of these condensed consolidated financial statements 8 Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Basis of Presentation Principles of Consolidation The accompanying Condensed Consolidated Financial Statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries (collectively, the “Company”). Investments in 50% or less owned entities are accounted for using either the cost or the equity method. All significant intercompany transactions have been eliminated. Certain amounts in the Condensed Consolidated Financial Statements of the prior year have been reclassified to conform to the fiscal 2024 presentation. These reclassifications had no impact on the Company's Total Assets, Total Stockholders' Equity, Net sales or Net income in its Condensed Consolidated Financial Statements. 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 as of 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, 2023 (the “2023 Form 10-K”). The unaudited quarterly Condensed Consolidated Financial Statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial information set forth therein in accordance with GAAP. The year-end Condensed Consolidated Balance Sheet data provided herein were derived from audited consolidated financial statements included in the 2023 Form 10-K, but do not include all disclosures required by GAAP. The Company’s quarterly results fluctuate. As a result, the results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any future periods. 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. 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. 9 The changes in the allowance for doubtful accounts receivable for the six months ended June 30, 2024 are outlined in the table below: December 31, 2023 Expense (Deductions), net Write-Offs 1 June 30, 2024 Allowance for doubtful accounts $ 3,882 ( 1,008 ) 709 $ 2,165 1 Amount is net of recoveries and the effect of foreign currency fluctuations. 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 unrelated market participants. As such, fair value is a market-based measurement that is determined based on assumptions that unrelated market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified under a three-tier fair valuation hierarchy based on the observability of the inputs available in the market: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying amounts of trade accounts receivable, accounts payable, accrued liabilities and other current liabilities approximate fair value due to the short-term nature of these instruments. The fair values of 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 is classified as Level 3 within the fair value hierarchy, as these amounts are based on unobservable inputs such as management estimates and entity-specific assumptions and are evaluated on an ongoing basis. The following tables summarize the financial assets and financial liabilities measured at fair value for the Company as of June 30, 2024 and 2023: 2024 2023 (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash equivalents (1) $ 71,919 $ — $ — $ 248,063 $ — $ — Term loan due 2027 (2) — 399,375 — $ — 421,875 — Revolver due 2027 (2) — 75,038 — — 150,038 — Derivative instruments - assets (3) — 33,464 — — 37,864 — Derivative instruments - liabilities (3) — 15,886 — — 18,609 — Contingent considerations — — 6,511 — — 6,500 (1) The carrying amounts of cash equivalents, representing money market funds traded in an active market with relatively short maturities, are reported on the consolidated balance sheet as of June 30, 2024 and 2023 as a component of "Cash and cash equivalents". (2) The carrying amounts of our term loan and revolver approximate fair value as of June 30, 2024 based upon their terms and conditions 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 7. 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 in the consolidated balance sheets. 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. 10 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 805 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 not recognized in an asset acquisition. Revenue Recognition Generally, the Company recognizes revenue under Accounting Standards Codification (ASC 606) Revenue From Contracts With Customers. Revenue from a contract with a customer exists when the goods are shipped, services are rendered, and the related invoice is generated. The Company has identified each product or service specified in the invoice to be distinct and the duration of the contract to not extend beyond the promised goods or services already transferred. The transaction price of each performance obligation is specified in the invoice that 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. The Company presents taxes collected and remitted to governmental authorities on a net basis in the consolidated statements of operations. Additionally, all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer (e.g., sales, use, value added, and some excise taxes) are excluded from revenue. Leases The Company has operating 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. 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 compensation 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 cumulatively 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 11 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. 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 November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2023-07 requiring enhanced segment disclosures. ASU 2023-07 requires disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”) included within segment operating profit or loss. Additionally, ASU 2023-07 requires a description of how the CODM utilizes segment operating profit or loss to assess segment performance. The requirements of ASU 2023-07 are effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company's annual reporting requirements will be effective for fiscal 2024 and interim reporting requirements will be effective beginning with the first quarter of fiscal 2025. Early adoption is permitted and retrospective application is required for all periods presented. The Company is in the process of analyzing the impact of ASU 2023-07 on its related Condensed Consolidated Financial Statements. In December 2023, the FASB issued ASU 2023-09 requiring enhanced income tax disclosures. ASU 2023-09 requires disclosure of specific categories and disaggregation of information in the rate reconciliation table. ASU 2023-09 also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The requirements of ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is in the process of analyzing the impact of ASU 2023-09 on its Condensed Consolidated Financial Statements. The Company does not believe any other new accounting pronouncements issued by the FASB that have not become effective will have a material impact on its Condensed Consolidated Financial Statements. 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 13. Wood Construction Products Revenue . Wood construction products represented approximately 84.8 % and 85.7 % of total net sales for the six months ended June 30, 2024 and 2023, respectively. Concrete Construction Products Revenue. Concrete construction products represented approximately 14.6 % and 14.0 % of total net sales for the six months ended June 30, 2024 and 2023, 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. 12 Other revenue . Service sales, representing after-market repair and maintenance, engineering activities and software license sales and services were approximately 0.6 % of total net sales and recognized as the services are completed or by transferring control over a product to a customer at a point in time. Services may be sold separately or in bundled packages. The typical contract length for services 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 right to receive 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 June 30, 2024 and 2023, the Company had no material contract assets or contract liabilities from contracts with customers . 3. Net Income per Share The following shows a reconciliation of basic net earnings per share ("EPS") to diluted EPS: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share amounts) 2024 2023 2024 2023 Net income available to common stockholders $ 97,831 $ 107,211 $ 173,258 $ 195,164 Basic weighted-average shares outstanding 42,251 42,669 42,319 42,640 Dilutive effect of potential common stock equivalents 167 144 215 217 Diluted weighted-average shares outstanding 42,418 42,813 42,534 42,857 Net earnings per common share: Basic $ 2.32 $ 2.51 $ 4.09 $ 4.58 Diluted $ 2.31 $ 2.50 $ 4.07 $ 4.55 4. 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 the Company's common stock underlying awards to be issued pursuant to the 2011 Plan are registered under the Securities Act of 1933. 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"). 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 $ 5.1 million and $ 6.5 million for the three months ended June 30, 2024 and 2023, respectively, and $ 10.4 million and $ 11.2 million for the six months ended June 30, 2024 and 2023, respectively. 13 During the six months ended June 30, 2024, the Company granted an aggregate of 160,808 RSUs and PSUs to the Company's employees, including officers at an estimated weighted-average fair value of $ 177.59 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 based RSUs are granted to the Company's employees excluding officers and certain key employees, vest ratably over the four year vesting-term of the award. The Company’s seven non-employee directors are entitled to receive an aggregate of approximately $ 0.9 million in equity compensation annually under the Company's non-employee director compensation program. The number of shares ultimately granted are based on the average closing share price for the Company's common stock over the 60 day period prior to approval of the award in the second quarter of each year. In May 2024, the Company granted 4,692 shares of the Company's common stock to the non-employee directors, based on the average closing price of $ 173.89 per share and recognized $ 0.8 million of expense. As of June 30, 2024, the Company's aggregate unamortized stock compensation expense was approximately $ 35.1 million which is expected to be recognized in expense over a weighted-average period of 2.5 years. 5. Trade Accounts Receivable, net Trade accounts receivable consisted of the following: As of June 30, As of December 31, (in thousands) 2024 2023 2023 Trade accounts receivable $ 384,655 $ 397,212 $ 292,360 Allowance for doubtful accounts ( 2,165 ) ( 3,611 ) ( 3,882 ) Allowance for sales discounts and returns ( 4,906 ) ( 5,684 ) ( 4,503 ) $ 377,584 $ 387,917 $ 283,975 6. Inventories The components of inventories are as follows: As of June 30, As of December 31, (in thousands) 2024 2023 2023 Raw materials $ 145,844 $ 164,019 $ 167,177 In-process products 56,466 53,883 57,432 Finished products 331,315 305,659 326,966 $ 533,625 $ 523,561 $ 551,575 7. 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 June 30, 2024, the aggregate notional amount of the Company's outstanding interest rate contracts, cross currency swap contracts, and EUR forward contract were $ 399.4 million, $ 418.7 million and $ 321.7 million, respectively. 14 Changes in fair value of any forward contracts that are determined to be ineffective are immediately reclassified from OCI into earnings. There were no amounts recognized due to ineffectiveness during the three and six months ended June 30, 2024 and June 30, 2023. The effects of fair value and cash flow hedge accounting on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the six months ended June 30, were as follows: 2024 2023 (in thousands) Cost of sales Interest income (expense), net and other finance costs Other & foreign exchange loss, net Cost of sales Interest income (expense), net and other finance costs Other & foreign exchange loss, net Total amounts of income and expense line items presented in the Condensed Consolidated Statement of Earnings in which the effects of fair value or cash flow hedges are recorded $ 604,456 $ 2,443 $ 381 $ 591,669 $ ( 1,274 ) $ ( 42 ) 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 — 6,236 — — 7,107 — Cross currency swap contract Amount of gain or (loss) reclassified from OCI to earnings — 2,535 14,484 — 2,605 ( 5,244 ) Forward contract Amount of gain reclassified from OCI to earnings ( 188 ) — — 80 — — The effects of derivative instruments on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the three months ended June 30, 2024 and 2023 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) 2024 2023 2024 2023 Interest rate contracts $ 2,367 $ 10,589 Interest expense $ 3,089 $ 3,911 Cross currency contracts 5,358 ( 5,739 ) Interest expense 1,295 1,266 Forward contracts — ( 413 ) FX gain (loss) 4,344 ( 3,429 ) Cost of goods sold — 80 Total $ 7,725 $ 4,437 $ 8,728 $ 1,828 The effects of derivative instruments on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the six months ended June 30, 2024 and 2023 were as follows: 15 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) 2024 2023 2024 2023 Interest rate contracts $ 9,173 $ 6,546 Interest expense $ 6,235 $ 7,107 Cross currency contracts 16,333 ( 8,019 ) Interest expense 2,535 2,605 Forward contracts — ( 448 ) FX gain (loss) 14,484 ( 5,244 ) Cost of goods sold ( 188 ) 80 Total $ 25,506 $ ( 1,921 ) $ 23,066 $ 4,548 For the three months ending June 30, 2024 and June 30, 2023 gains on the net investment hedge of $ 5.2 million and $ 4.1 million were included in OCI, respectively. For the three months ending June 30, 2024 and June 30, 2023, excluded gains of $ 1.3 million and $ 1.3 million were reclassified from OCI to interest expense, respectively. For the six months ending June 30, 2024 and June 30, 2023 gains on the net investment hedge of $ 9.9 million and $ 4.4 million were included in OCI, respectively. For the six months ending June 30, 2024 and June 30, 2023, excluded gains of $ 2.5 million were reclassified from OCI to interest expense for both periods. As of June 30, 2024, the aggregate fair values of the Company’s derivative instruments on the Condensed Consolidated Balance Sheet were comprised of an asset of $ 33.5 million, of which $ 16.0 million is included in other current assets, and the balance of $ 17.4 million as other non-current assets, and of a non-current liability of $ 15.9 million included as deferred income tax and other long-term liabilities. 8. Property, Plant and Equipment, net Property, plant and equipment consisted of the following: As of June 30, As of December 31, (in thousands) 2024 2023 2023 Land $ 61,305 $ 51,558 $ 62,587 Buildings and site improvements 244,450 235,209 246,021 Leasehold improvements 9,712 7,131 7,782 Machinery and equipment 537,935 486,354 516,017 853,402 780,252 832,407 Less: accumulated depreciation and amortization ( 497,400 ) ( 451,134 ) ( 474,974 ) 356,002 329,118 357,433 Capital projects in progress 103,295 46,122 61,179 Total $ 459,297 $ 375,240 $ 418,612 9. Goodwill and Intangible Assets, net Goodwill consisted of the following: As of June 30, As of December 31, (in thousands) 2024 2023 2023 North America $ 109,949 $ 103,630 $ 101,558 Europe 386,768 390,172 399,693 Asia/Pacific 1,273 1,263 1,299 Total $ 497,990 $ 495,065 $ 502,550 16 Intangible assets, net, consisted of the following: As of June 30, 2024 Gross Net Carrying Accumulated Carrying (in thousands) Amount Amortization Amount North America $ 72,438 $ ( 35,390 ) $ 37,048 Europe 374,748 ( 62,990 ) 311,758 Asia/Pacific 4,157 ( 467 ) 3,690 Total $ 451,343 $ ( 98,847 ) $ 352,496 As of June 30, 2023 Gross Net (in thousands) Carrying Amount Accumulated Amortization Carrying Amount North America $ 63,269 $ ( 31,765 ) $ 31,504 Europe 377,866 ( 43,748 ) 334,118 Asia/Pacific 4,224 ( 197 ) 4,027 Total $ 445,359 $ ( 75,710 ) $ 369,649 As of December 31, 2023 Gross Net (in thousands) Carrying Amount Accumulated Amortization Carrying Amount North America $ 64,190 $ ( 33,740 ) $ 30,450 Europe 384,432 ( 53,493 ) 330,939 Asia/Pacific 4,240 ( 290 ) 3,950 Total $ 452,862 $ ( 87,523 ) $ 365,339 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 $ 6.0 million for the three months ended June 30, 2024 and 2023, respectively, and was $ 11.3 million and $ 11.6 million for the six months ended June 30, 2024 and 2023, respectively. The weighted-average amortization period for all amortizable intangibles on a combined basis is 10.2 years. Indefinite-lived intangible assets totaled $ 91.6 million, $ 92.8 million, and $ 94.2 million as of June 30, 2024, and 2023 and December 31, 2023, respectively. 17 At June 30, 2024, the estimated future amortization of definite-lived intangible assets was as follows: (in thousands) Remaining six months of 2024 $ 21,294 2025 23,321 2026 22,678 2027 22,603 2028 22,335 2029 21,738 Thereafter 126,924 $ 260,893 The changes in the carrying amount of goodwill and intangible assets for the six months ended June 30, 2024, were as follows: Intangible (in thousands) Goodwill Assets Balance at December 31, 2023 $ 502,550 $ 365,339 Acquisition 1 8,484 8,249 Amortization — ( 11,323 ) Foreign exchange ( 13,044 ) ( 9,769 ) Balance at June 30, 2024 $ 497,990 $ 352,496 1 During the quarter ended June 30, 2024, the Company completed an acquisition of a business that resulted in $ 8.5 million increase in goodwill and $ 8.2 million increase in intangible assets, respectively. These amounts may change after the valuation is finalized. 18 10. Leases The Company has operating leases for certain facilities, equipment and automobiles. The existing operating leases expire at various dates through 2039, some of which include options to extend the leases for up to five years . The Company measured the lease liability at the present value of the lease payments to be made over the lease term. The lease payments are discounted using the Company's incremental borrowing rate. The Company measured the ROU assets at the amount at which the lease liability is recognized plus initial direct costs incurred or prepayment amounts. The ROU assets are amortized on a straight-line basis over the lease term. The following table provides a summary of leases included on the Condensed Consolidated Balance Sheets as of June 30, 2024 and 2023 and December 31, 2023, Condensed Consolidated Statements of Earnings and Comprehensive Income, and Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023: Condensed Consolidated Balance Sheets Line Item June 30, December 31, (in thousands) 2024 2023 2023 Operating leases Assets Operating leases Operating lease right-of-use assets $ 84,305 $ 63,358 $ 68,792 Liabilities Operating - current Accrued expenses and other current liabilities $ 16,673 $ 12,809 $ 14,954 Operating - noncurrent Operating lease liabilities 69,223 51,560 55,324 Total operating lease liabilities $ 85,896 $ 64,369 $ 70,278 The components of lease expense were as follows: Condensed Consolidated Statements of Earnings and Comprehensive Income Line Item Three Months Ended June 30, (in thousands) 2024 2023 Operating lease cost General administrative expenses and cost of sales $ 4,801 $ 4,192 19 Other Information Supplemental cash flow information related to leases is as follows: Three Months Ended June 30, (in thousands) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 4,708 $ 3,932 Operating right-of-use assets obtained in exchange for new lease liabilities 23,240 8,423 The following is a schedule, by years, of maturities of lease liabilities as of June 30, 2024: (in thousands) Operating Leases Remaining six months of 2024 $ 10,332 2025 19,459 2026 16,257 2027 13,013 2028 11,760 2029 9,666 Thereafter 20,951 Total lease payments 101,438 Less: Present value discount ( 15,542 ) Total lease liabilities $ 85,896 The following table summarizes the Company's lease terms and discount rates as of June 30, 2024 and 2023: Weighted-average remaining lease terms (in years): 2024 2023 Operating leases 6.8 5.9 Weighted-average discount rate: Operating leases 5.1 % 4.7 % 20 11. Debt As of June 30, 2024, the Company had $ 474.4 million, excluding deferred financing costs, outstanding under its Amended and Restated Credit Facility. The Company had outstanding balances of $ 571.9 million and $ 485.7 million under the Amended and Restated Credit Facility as of June 30, 2023, and December 31, 2023, respectively. The following is a schedule, by years, of maturities for the remaining term loan facility as of June 30, 2024: (in thousands) 5-Year Term Loan Remaining six months of 2024 $ 11,250 2025 22,500 2026 22,500 2027 343,125 Total loan outstanding $ 399,375 The $ 75.0 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 June 30, 2024. Certain of the Company's domestic subsidiaries are guarantors for a credit agreement between certain of its foreign subsidiaries and institutional lenders that is in addition to the Amended and Restated Credit Facility. As of June 30, 2024, all of the Company's credit facilities provide a total of $ 381.2 million in available borrowing capacity and an irrevocable standby letter of credit in support of various insurance deductibles. 12. 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. 13. 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 21 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. The following table illustrates certain measurements used by management to assess the performance of the segments described above as of or the following periods: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Net Sales North America $ 463,022 $ 465,467 $ 869,771 $ 871,797 Europe 129,877 127,817 249,814 252,031 Asia/Pacific 4,079 4,296 7,972 8,182 Total $ 596,978 $ 597,580 $ 1,127,557 $ 1,132,010 Sales to Other Segments* North America $ 858 $ 1,524 $ 1,698 $ 2,692 Europe 1,411 1,459 2,662 3,072 Asia/Pacific 10,717 7,956 17,569 13,858 Total $ 12,986 $ 10,939 $ 21,929 $ 19,622 Income (Loss) from Operations North America $ 132,055 $ 143,430 $ 230,960 $ 257,823 Europe 12,145 13,974 20,402 27,444 Asia/Pacific ( 302 ) 379 ( 877 ) 241 Administrative and all other ( 11,712 ) ( 12,762 ) ( 22,204 ) ( 22,125 ) Total $ 132,186 $ 145,021 $ 228,281 $ 263,383 * Sales to other segments are eliminated upon consolidation. As of As of June 30, December 31, (in thousands) 2024 2023 2023 Total Assets North America $ 1,905,699 $ 1,570,275 $ 1,745,341 Europe 723,791 702,740 716,396 Asia/Pacific 43,594 35,604 38,719 Administrative and all other 100,277 410,730 204,268 Total $ 2,773,361 $ 2,719,349 $ 2,704,724 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 $ 249.2 million, $ 326.5 million and $ 368.6 million, as of June 30, 2024 and 2023, and December 31, 2023, respectively. Also included in the total assets of "Administrative and all other" are intercompany borrowings due from the Europe segment. Included in the total assets of each segment are net intercompany borrowings due to and from the other segments. The Company’s wood construction products include connectors, truss plates, fastening systems, fasteners and pre-fabricated shearwalls and are used for connecting and strengthening wood-based construction primarily in the residential and commercial 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. T he following 22 table illustrates the distribution of the Company’s net sales by product group as additional information for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Wood construction products $ 507,082 $ 515,378 $ 956,593 $ 970,137 Concrete construction products 86,447 81,319 165,178 157,990 Other 3,449 883 5,786 3,883 Total $ 596,978 $ 597,580 $ 1,127,557 $ 1,132,010 14. Subsequent Events Dividend Declared On July 26, 2024, the Company’s Board of Directors (the "Board") declared a quarterly cash dividend of $ 0.28 per share, estimated to be $ 11.8 million in total. The dividend will be payable on October 24, 2024, to the Company's stockholders of record on October 3, 2024. Acquisition of Monet On August 1, 2024, the Company completed its acquisition of all of the operating assets and assumed liabilities of Monet DeSauw Inc. and certain properties of Callaway Properties, LLC (together with its subsidiaries “Monet”) for a total purchase consideration of approximately $ 59.0 million before normal working capital adjustments ( the “Acquisition”). Monet is a private manufacturing company specializing in the production of large-scale saws and material handling equipment for the truss industry in the United States. Monet’s manufacturing largely entails assembly of parts and components with limited fabrication. The acquisition will expand the Company’s product and service offering to component manufacturers. The acquisition will be accounted for as a business combination, with the goodwill being non-deductible for tax purposes. The allocation of the purchase price to the underlying assets acquired and liabilities assumed is subject to a formal valuation process, which has not yet been completed. The major classes of assets acquired include trade receivables, inventories, customer deposits, and intangibles. 23