Delaware | 1-13429 | 94-3196943 | ||
(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c)) |
Broker | Term | |||||||||||||
For | Against | Abstain | Non-Votes | Expires* | ||||||||||
Jennifer A. Chatman | 42,559,730 | 1,165,234 | 15,297 | 2,648,358 | 2018 | |||||||||
Robin G. MacGillivray | 43,140,369 | 584,594 | 15,298 | 2,648,358 | 2018 |
Broker | ||||||||||||
For | Against | Abstain | Non-Votes | |||||||||
Approve the amended and restated Simpson Manufacturing Co., Inc. 2011 Incentive Plan | 35,325,074 | 8,355,423 | 59,764 | 2,648,358 | ||||||||
Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for 2015 | 45,761,220 | 609,278 | 18,121 | N/A |
Broker | ||||||||||
For | Against | Abstain | Non-Votes | |||||||
23,857,145 | 18,815,317 | 1,067,799 | 2,648,358 |
Simpson Manufacturing Co., Inc. | ||||
(Registrant) | ||||
DATE: | April 23, 2015 | By | /s/ Brian J. Magstadt | |
Brian J. Magstadt | ||||
Chief Financial Officer |
• | Segment net sales: |
◦ | North America – Net sales increased 9.8% in the first quarter of 2015 compared to the first quarter of 2014 due to increased unit sales volumes in the United States on improved economic activity. Canada net sales decreased mostly due to the effects of foreign currency translations as well as lower unit sales volumes. The Company calculated that Canada's first quarter 2015 net sales were negatively affected by approximately $1.0 million due to the Canadian dollar weakening against the United States dollar. |
◦ | Europe – Net sales decreased 17.6% in the first quarter of 2015 compared to the first quarter of 2014, mostly due to the effects of foreign currency translations, partly offset by a slight increase in average sales prices. The Company calculated that Europe's first quarter 2015 net sales were negatively affected by approximately $4.0 million due to European currencies weakening against the United States dollar. In local currencies, Europe's overall net sales were down slightly. |
• | Consolidated net sales channels and product groups: |
◦ | Net sales to contractor distributors, dealer distributors, lumber dealers and home centers increased in the first quarter of 2015 compared to the first quarter of 2014, due to increased home construction activity. |
◦ | Wood construction product net sales, including connectors, truss plates, fastening systems, fasteners and shearwalls, represented 86% of total Company net sales in the first quarters of both 2015 and 2014. |
◦ | Concrete construction product sales, including adhesives, chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials, represented 14% of total Company net sales in the first quarters of both 2015 and 2014. |
• | North America – Gross profit margin decreased to 45.7% in the first quarter of 2015 from 49.2% in the first quarter of 2014, primarily as a result of increases in factory overhead, material and warehousing costs, each as a percentage of net sales. The increase in factory overhead cost as a percentage of net sales was primarily due to a non-reoccurring $2.3 million correction to workers' compensation expense that increased the first quarter of 2014 gross profit by 1.7% of net sales. |
• | Europe – Gross profit margin increased to 38.2% in the first quarter of 2015 from 35.3% in the first quarter of 2014, as a result of decreases in material costs, factory overhead, on increased production volumes, warehousing costs and labor costs, each as a percentage of sales, partly offset by an increase in the costs of shipping. |
• | Product mix – The gross profit margin differential between wood construction products and concrete construction products, which have lower gross profit margins, was 17% and 15% in the first quarters of 2015 and 2014, respectively. The increased |
• | Steel prices - The market price for steel decreased during the first quarter of 2015. There is a high degree of uncertainly regarding the market price of steel in the second quarter of 2015. |
• | North America – Selling expense increased $1.1 million, primarily due to an increase of $0.4 million in personnel costs related to the addition of staff and pay rate increases instituted in January 2015, $0.3 million in professional fees, $0.3 million in advertising and promotional costs for new product catalogues and $0.1 million in stock-based compensation, partly offset by a decrease of $0.2 million in commissions and cash profit sharing expense. |
• | Europe – Selling expense decreased $0.5 million, primarily due to a decrease of $0.4 million in personnel costs related to the effects of foreign currency translations. |
• | Asia/Pacific - Selling expense increased $0.2 million, primarily due to an increase of $0.4 million related to severance costs due to the closing of three sales offices and downsizing one sales office, partly offset by a decrease in commissions of $0.3 million. |
• | North America – General and administrative expense increased $1.0 million, primarily due to increases of $1.0 million in personnel costs related to the addition of staff and pay rate increases instituted in January 2015 and $0.2 million in professional fees, partly offset by a decrease of $0.5 million in amortization expense. |
• | Europe – General and administrative expense increased by $0.3 million, primarily due to a net increase of $1.1 million in foreign currency losses and a $0.2 million increase in stock-based compensation expense, partly offset by decreases of $0.5 million in personnel costs related to the effects of foreign currency translations and $0.1 million in cash profit sharing expense, as well as a net $0.2 million benefit resulting from changes in the fair values of contingent liabilities related to recent acquisitions. |
• | Administrative and Other – General and administrative expense increased by $0.5 million primarily due to a net increase of $0.4 million in foreign currency losses and increases of $0.3 million in personnel costs related to the addition of staff and pay rate increases instituted in January 2015 and $0.1 million in stock-based compensation, partly offset by a decrease of $0.5 million in professional fees. |
Three Months Ended March 31, | |||||||
(Amounts in thousands, except per share data) | 2015 | 2014 | |||||
Net sales | $ | 176,491 | $ | 168,288 | |||
Cost of sales | 98,993 | 90,526 | |||||
Gross profit | 77,498 | 77,762 | |||||
Research and development and engineering expenses | 10,197 | 9,700 | |||||
Selling expenses | 22,607 | 21,819 | |||||
General and administrative expenses | 28,433 | 26,922 | |||||
Gain on disposal of assets | (16 | ) | (285 | ) | |||
Income from operations | 16,277 | 19,606 | |||||
Interest income (expense), net | (35 | ) | 85 | ||||
Income before taxes | 16,242 | 19,691 | |||||
Provision for income taxes | 6,191 | 7,604 | |||||
Net income | $ | 10,051 | $ | 12,087 | |||
Earnings per common share: | |||||||
Basic | $ | 0.20 | $ | 0.25 | |||
Diluted | $ | 0.20 | $ | 0.25 | |||
Weighted average shares outstanding: | |||||||
Basic | 49,208 | 48,899 | |||||
Diluted | 49,408 | 49,065 | |||||
Other data: | |||||||
Depreciation and amortization | $ | 7,418 | $ | 7,684 | |||
Pre-tax equity-based compensation expense | 3,295 | 2,657 | |||||
Cash dividend declared per common share | $ | 0.140 | $ | 0.125 |
March 31, | December 31, | |||||||||||
(Amounts in thousands) | 2015 | 2014 | 2014 | |||||||||
Cash and short-term investments | $ | 233,587 | $ | 211,988 | $ | 260,307 | ||||||
Trade accounts receivable, net | 117,316 | 114,159 | 92,015 | |||||||||
Inventories | 205,312 | 216,529 | 216,545 | |||||||||
Other current assets | 32,231 | 29,071 | 35,451 | |||||||||
Total current assets | 588,446 | 571,747 | 604,318 | |||||||||
Property, plant and equipment, net | 205,009 | 207,457 | 207,027 | |||||||||
Goodwill | 122,923 | 129,433 | 123,881 | |||||||||
Other noncurrent assets | 36,281 | 44,532 | 37,839 | |||||||||
Total assets | $ | 952,659 | $ | 953,169 | $ | 973,065 | ||||||
Trade accounts payable | $ | 21,456 | $ | 31,291 | $ | 22,860 | ||||||
Notes payable and lines of credit | — | 83 | 18 | |||||||||
Other current liabilities | 59,831 | 64,175 | 71,602 | |||||||||
Total current liabilities | 81,287 | 95,549 | 94,480 | |||||||||
Other long-term liabilities | 16,082 | 10,111 | 15,120 | |||||||||
Stockholders' equity | 855,290 | 847,509 | 863,465 | |||||||||
Total liabilities and stockholders' equity | $ | 952,659 | $ | 953,169 | $ | 973,065 |
Three Months Ended | ||||||||||||
March 31 | % | |||||||||||
(Amounts in thousands) | 2015 | 2014 | change | |||||||||
Net Sales by Reporting Segment | ||||||||||||
North America | $ | 150,324 | $ | 136,882 | 10% | |||||||
Europe | 22,788 | 27,647 | (18)% | |||||||||
Asia/Pacific | 3,379 | 3,759 | (10)% | |||||||||
Total | $ | 176,491 | $ | 168,288 | 5% | |||||||
Net Sales by Product Group* | ||||||||||||
Wood Construction | $ | 151,379 | $ | 144,676 | 5% | |||||||
Concrete Construction | 25,010 | 23,524 | 6% | |||||||||
Other | 102 | 88 | N/M | |||||||||
Total | $ | 176,491 | $ | 168,288 | 5% | |||||||
Gross Profit by Reporting Segment | ||||||||||||
North America | $ | 68,707 | $ | 67,290 | 2% | |||||||
Europe | 8,697 | 9,764 | (11)% | |||||||||
Asia/Pacific | 510 | 756 | (33)% | |||||||||
Administrative and all other | (416 | ) | (48 | ) | N/M | |||||||
Total | $ | 77,498 | $ | 77,762 | —% | |||||||
Income (Loss) from Operations | ||||||||||||
North America | $ | 20,466 | $ | 22,561 | (9)% | |||||||
Europe | (1,632 | ) | (919 | ) | N/M | |||||||
Asia/Pacific | (803 | ) | (1,151 | ) | N/M | |||||||
Administrative and all other | (1,754 | ) | (885 | ) | N/M | |||||||
Total | $ | 16,277 | $ | 19,606 | (17 | )% |
* | The Company manages its business by geographic segment but is presenting sales by product group as additional information. | |
N/M | Statistic is not material or not meaningful. |