UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 25, 2012
| Simpson Manufacturing Co., Inc. | ||||
| (Exact name of registrant as specified in its charter) | ||||
| Delaware | 1-13429 | 94-3196943 | ||
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) | ||
| 5956 W. Las Positas Blvd., Pleasanton, CA 94588 | ||||
| (Address of principal executive offices) | ||||
(Registrant’s telephone number, including area code): (925) 560-9000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
£ 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))
Item 2.02 Results of Operations and Financial Condition.
On April 26, 2012, Simpson Manufacturing Co., Inc. announced its first quarter 2012 results in a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders (“Annual Meeting”) was held on April 25, 2011. The following nominees were elected as directors by the votes indicated:
| Total Votes | Total Votes | |||||||
| for Each | Withheld from | Broker | Term | |||||
| Name | Director | Each Director | Non-Votes | Expires* | ||||
| Jennifer A. Chatman | 25,947,341 | 10,417,022 | 9,348,604 | 2015 | ||||
| Robin G. MacGillivray | 25,571,850 | 10,792,513 | 9,348,604 | 2015 | ||||
| Barclay Simpson | 24,038,372 | 12,325,991 | 9,348,604 | 2015 | ||||
| ______________ | ||||||||
| * The term expires on the date of the Annual Meeting in the year indicated. | ||||||||
The terms as directors of Thomas J Fitzmyers, Earl F. Cheit, Gary M. Cusumano, Peter N. Louras, Jr. and Barry Lawson Williams continued after the meeting.
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for 2012 was adopted at the Annual Meeting by the votes indicated:
| Broker | ||||||
| For | Against | Abstain | Non-Votes | |||
| 44,595,663 | 1,102,949 | 14,355 | N/A |
Our stockholders approved, in an advisory (non-binding) vote, the compensation of our Named Executive Officers. The result of the advisory (non-binding) vote on the compensation of our Named Executive Officers was as follows:
| Broker | ||||||
| For | Against | Abstain | Non-Votes | |||
| 35,442,071 | 824,593 | 97,699 | 9,348,604 |
Item
9.01 Financial Statement and Exhibits
| Exhibit Number | Description |
| Exhibit 99.1 | Press release dated April 26, 2012. |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Simpson Manufacturing Co., Inc. | |||
| (Registrant) | |||
| DATE: April 26, 2012 | By: | /s/ Brian J. Magstadt | |
| Brian J. Magstadt | |||
| Chief Financial Officer | |||
| 3 |
Simpson Manufacturing Co., Inc. Announces First Quarter Results
PLEASANTON, Calif., April 26, 2012 /PRNewswire/ -- Simpson Manufacturing Co., Inc. (the "Company") (NYSE: SSD) today announced its first quarter 2012 results.
For the first quarter of 2012, net sales increased 19.8% to $158.7 million compared to net sales of $132.5 million for the first quarter of 2011. The Company had income, net of tax, of $7.2 million for the first quarter of 2012 compared to income, net of tax, of $7.1 million for the first quarter of 2011. Diluted income, net of tax, per common share was $0.15 for the first quarter of 2012 compared to diluted income, net of tax, of $0.14 per common share for the first quarter of 2011.
In the first quarter of 2012, sales increased throughout North America due in part to a mild winter and, in Europe, as a result of the recent European acquisition. Sales increases were above average in all regions of the United States, except California, as compared to the first quarter of 2011. Sales to all distribution channels increased, with above-average increases in sales to contractor distributors and lumber dealers as compared to first quarter 2011. The sales increase was broad-based across most of the Company's major product lines as compared to the first quarter of 2011.
Gross margins increased slightly from 43.0% in the first quarter of 2011 to 43.7% in the first quarter of 2012, primarily because of lower warehouse and shipping costs as a percentage of sales. Material and labor costs increased as a percentage of sales but were offset by a lower proportion of fixed overhead costs to total costs, resulting primarily from the increased sales volume. Steel prices increased in the first quarter due to increased steel market demand. The Company expects steel prices to remain generally at current levels at least through the first half of 2012.
Operating expenses increased due to integration and incremental expenses associated with recently acquired businesses. Research and development and engineering expense increased 53.5% from $6.0 million in the first quarter of 2011 to $9.2 million in the first quarter of 2012, due primarily to an increase in professional fees of $2.4 million and personnel costs of $0.3 million. Selling expense increased 19.7% from $17.1 million in the first quarter of 2011 to $20.4 million in the first quarter of 2012, primarily due to increases in personnel costs of $1.5 million, promotional costs of $0.6 million, stock based compensation of $0.5 million and cash profit sharing of $0.4 million. General and administrative expense increased 21.4% from $21.6 million in the first quarter of 2011 to $26.2 million in the first quarter of 2012, including increases in personnel costs of $1.2 million, depreciation of $0.8 million, intangible amortization expense of $0.8 million, stock based compensation of $0.5 million, professional and legal fees of $0.5 million and an impairment of $0.5 million associated with completing the sale of the Company's San Leandro facility.
The effective tax rate increased from 42.6% in the first quarter of 2011 to 46.9% in the first quarter of 2012. The increase in the effective tax rate was primarily due to $2.2 million in non-deductible acquisition costs.
In March 2012, the Company purchased substantially all of the assets of CarbonWrap Solutions, L.L.C., for $5.5 million. CarbonWrap Solutions distributes fiber-reinforced polymer products primarily for infrastructure and transportation projects. The Company expects that this acquisition will help expand its product offerings in the infrastructure, commercial and industrial construction markets.
At its meeting on April 25, 2012, the Company's Board of Directors declared a cash dividend of $0.125 per share. The record date for the dividend will be July 5, 2012, and it will be paid on July 26, 2012.
Investors, analysts and other interested parties are invited to join the Company's conference call on Friday, April 27, 2012, at 6:00 am Pacific Time. To participate, callers may dial 800-895-0198. The call will be webcast simultaneously as well as being available for one month through a link on the Company's website at www.simpsonmfg.com.
This document contains forward-looking statements, based on numerous assumptions and subject to risks and uncertainties. Although the Company believes that the forward-looking statements are reasonable, it does not and cannot give any assurance that its beliefs and expectations will prove to be correct. Many factors could significantly affect the Company's operations and cause the Company's actual results to differ substantially from the Company's expectations. Those factors include, but are not limited to: (i) general economic and construction business conditions; (ii) customer acceptance of the Company's products; (iii) relationships with key customers; (iv) materials and manufacturing costs; (v) the financial condition of customers, competitors and suppliers; (vi) technological developments; (vii) increased competition; (viii) changes in capital and credit market conditions; (ix) governmental and business conditions in countries where the Company's products are manufactured and sold; (x) changes in trade regulations; (xi) the effect of acquisition activity; (xii) changes in the Company's plans, strategies, objectives, expectations or intentions; and (xiii) other risks and uncertainties indicated from time to time in the Company's filings with the U.S. Securities and Exchange Commission. Actual results might differ materially from results suggested by any forward-looking statements in this report. The Company does not have an obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.
The Company's results of operations for the three months ended March 31, 2012 and 2011 (unaudited), were as follows:
Three Months | |||
Ended March 31, | |||
(Amounts in thousands, except per share data) | 2012 | 2011 | |
Net sales | $158,734 | $132,536 | |
Cost of sales | 89,329 | 75,588 | |
Gross profit | 69,405 | 56,948 | |
Research and development and engineering expenses | 9,198 | 5,994 | |
Selling expenses | 20,432 | 17,075 | |
General and administrative expenses | 26,244 | 21,621 | |
Loss (gain) on sale of assets | 23 | (25) | |
Income from operations | 13,508 | 12,283 | |
Loss on equity method investment, before tax | – | (14) | |
Interest income, net | 65 | 72 | |
Income before taxes | 13,573 | 12,341 | |
Provision for income taxes | 6,372 | 5,263 | |
Net income | $7,201 | $7,078 | |
Earnings per common share: | |||
Basic | $0.15 | $0.14 | |
Diluted | 0.15 | 0.14 | |
Weighted average shares outstanding: | |||
Basic | 48,273 | 50,107 | |
Diluted | 48,337 | 50,165 | |
Other data: | |||
Depreciation and amortization | $6,721 | $4,972 | |
Pre-tax impairment of assets | 461 | – | |
Pre-tax stock compensation expense | 3,184 | 1,521 | |
Cash dividend declared per common share | $0.125 | $0.125 | |
The Company's financial position (unaudited) as of March 31, 2012 and 2011 and December 31, 2011, was as follows:
March 31, | December 31, | ||
(Amounts in thousands) | 2012 | 2011 | 2011 |
Cash and short-term investments | $160,092 | $301,231 | $213,817 |
Trade accounts receivable, net | 107,257 | 91,076 | 76,420 |
Inventories | 184,068 | 166,966 | 180,129 |
Assets held for sale | – | 9,148 | 6,793 |
Other current assets | 26,234 | 22,287 | 24,905 |
Total current assets | 477,651 | 590,708 | 502,064 |
Property, plant and equipment, net | 209,460 | 184,606 | 195,716 |
Goodwill | 130,556 | 71,338 | 99,849 |
Other noncurrent assets | 49,344 | 36,518 | 38,458 |
Total assets | $867,011 | $883,170 | $836,087 |
Trade accounts payable | $35,109 | $29,822 | $22,033 |
Notes payable and current portion of long-term debt | 3,556 | – | – |
Other current liabilities | 50,705 | 48,450 | 49,554 |
Total current liabilities | 89,370 | 78,272 | 71,587 |
Long-term debt | 240 | – | – |
Other long-term liabilities | 6,300 | 7,833 | 6,137 |
Stockholders' equity | 771,101 | 797,065 | 758,363 |
Total liabilities and stockholders' equity | $867,011 | $883,170 | $836,087 |
Simpson Manufacturing Co., Inc., headquartered in Pleasanton, California, through its subsidiary, Simpson Strong-Tie Company Inc., designs, engineers and is a leading manufacturer of wood-to-wood, wood-to-concrete and wood-to-masonry connectors and fastening systems, stainless steel fasteners and pre-fabricated shearwalls. Simpson Strong-Tie also offers a full line of adhesives, chemicals, mechanical anchors and powder actuated tools for concrete, masonry and steel. The Company's common stock trades on the New York Stock Exchange under the symbol "SSD."
For further information, contact Tom Fitzmyers at (925) 560-9030.