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 23, 2013
Simpson Manufacturing Co., Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1-13429 | 94-3196943 |
(State or other jurisdiction | (Commission | (I.R.S. Employer |
of incorporation) | file number) | Identification No.) |
5956 W. Las Positas Boulevard, 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 25, 2013, Simpson Manufacturing Co., Inc. announced its first quarter 2013 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 23, 2013. 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* | ||||
James S. Andrasick | 40,289,375 | 1,730,426 | 2,668,477 | 2016 | ||||
Gary M. Cusumano | 37,815,287 | 4,204,514 | 2,668,477 | 2016 | ||||
Peter N. Louras, Jr. | 38,889,803 | 3,129,998 | 2,668,477 | 2016 |
* The term expires on the date of the Annual Meeting in the year indicated.
The terms as directors of Thomas J Fitzmyers, Jennifer A. Chatman, Earl F. Cheit, Robin G. MacGillivray, Barclay Simpson and Barry Lawson Williams continued after the meeting.
The following proposals were also adopted at the Annual Meeting by the votes indicated:
Broker | ||||||||||||||||
For | Against | Abstain | Non-Votes | |||||||||||||
Re-approval of the Company’s amended | ||||||||||||||||
Executive Officer Cash Profit Sharing Plan | 39,506,447 | 2,372,444 | 140,910 | 2,668,477 | ||||||||||||
Ratification of the selection of | ||||||||||||||||
PricewaterhouseCoopers LLP as the | ||||||||||||||||
independent registered public accounting | ||||||||||||||||
firm of the Company for 2013 | 43,906,730 | 700,452 | 81,096 | 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 | ||||
39,686,360 | 2,161,864 | 171,577 | 2,668,477 |
2 |
The following stockholder proposals were also adopted or rejected at the Annual Meeting by the votes indicated:
Broker | ||||||||||||||||
For | Against | Abstain | Non-Votes | |||||||||||||
Adoption of a majority voting standard | 23,395,268 | 18,535,731 | 88,802 | 2,668,477 | ||||||||||||
in Director elections | ||||||||||||||||
13,522,398 | 27,334,273 | 1,163,130 | 2,668,477 | |||||||||||||
Requirement to publish a report on sustainability |
Item 9.01 Financial Statements and Exhibits
Exhibit No. | Description |
Exhibit 99.1 | Press release dated April 25, 2013. |
3 |
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 25, 2013 | By: | /s/ BRIAN J. MAGSTADT |
Brian
J. Magstadt Chief Financial Officer |
4 |
Simpson Manufacturing Co., Inc. Announces First Quarter Results
PLEASANTON, Calif., April 25, 2013 /PRNewswire/ -- Simpson Manufacturing Co., Inc. (the "Company") (NYSE: SSD) today announced its first quarter 2013 results.
Results for the Three Months Ended March 31, 2013, Compared with the Three Months Ended March 31, 2012
Overview
For the first quarter of 2013, net sales decreased 2.6% from $158.7 million for the first quarter of 2012 to $154.5 million for the first quarter of 2013. The Company had net income of $4.8 million for the first quarter of 2013 compared to net income of $7.2 million for the first quarter of 2012. Diluted net income per common share was $0.10 for the first quarter of 2013 compared to diluted net income of $0.15 per common share for the first quarter of 2012. The Company continues to invest in its strategic initiatives, such as an expanded offering of concrete and reinforcing products and systems, particularly specialty chemicals, and in its truss plate and software offerings.
Net sales
The decrease in the Company's first quarter 2013 net sales was primarily due to lower sales in Europe, which were affected by difficult economic conditions in Europe. In addition, net sales were also affected negatively by reduced home center sales, lower selling prices and inclement weather in some regions of the United States, Canada and Europe, which possibly delayed construction projects during the quarter.
Gross profit
Gross profit decreased from $69.4 million in the first quarter of 2012 to $65.0 million in the first quarter of 2013. Gross profit as a percentage of net sales decreased from 43.7% in the first quarter of 2012 to 42.0% in the first quarter of 2013.
Research and development and engineering expenses
Research and development and engineering expenses decreased 9.7% from $9.2 million in the first quarter of 2012 to $8.3 million in the first quarter of 2013, primarily due to a $2.8 million decrease in professional fees, partly offset by increased personnel costs of $1.9 million.
Selling expenses
Selling expenses increased 4.6% to $21.4 million in the first quarter of 2013 from $20.4 million in the first quarter of 2012, primarily due to a $0.5 million increase in personnel costs and a $0.4 million increase in professional and promotional costs, partly offset by a $0.2 million decrease in cash profit sharing.
General and administrative expenses
General and administrative expenses increased slightly to $26.3 million in the first quarter of 2013 from $26.2 million in the first quarter of 2012, reflecting reduced gains from foreign currency transactions of $0.8 million and increased impairment expenses of $0.6 million, maintenance expense of $0.4 million and intangible amortization expense of $0.2 million. These increases were mostly offset by decreases in cash profit sharing of $1.1 million and legal and professional fees of $0.7 million.
Income taxes
The effective income tax rate increased slightly to 47.0% in the first quarter of 2013 from 46.9% in the first quarter of 2012 primarily due to 2013 valuation allowances taken on foreign losses, primarily in the Europe segment.
Additional information
In February 2013, the Company acquired certain assets relating to the TJ® ShearBrace ("ShearBrace") product line of Weyerhaeuser NR Company for $5.3 million. The ShearBrace is a line of pre-fabricated shearwalls that will complement the Company's Strong-Wall shearwall product line, and is sold throughout North America.
At its meeting on April 23, 2013, the Company's Board of Directors declared a cash dividend of $0.125 per share. The record date for the dividend will be July 3, 2013, and it will be paid on July 25, 2013.
Investors, analysts and other interested parties are invited to join the Company's conference call on Friday, April 26, 2013, at 6:00 am Pacific Time. To participate, callers may dial 866-952-1906. 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 document. 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 (unaudited) for the three ended March 31, 2013 and 2012, were as follows:
| Three Months |
| |
| Ended March 31, |
| |
(Amounts in thousands, except per share data) | 2013 | 2012 | |
Net sales | $ 154,535 | $ 158,734 | |
Cost of sales | 89,561 | 89,329 | |
Gross profit | 64,974 | 69,405 | |
|
|
| |
Research and development and engineering expenses | 8,308 | 9,198 | |
Selling expenses | 21,371 | 20,432 | |
General and administrative expenses | 26,290 | 26,244 | |
Loss (gain) on sale of assets | (8) | 23 | |
|
|
| |
Income from operations | 9,013 | 13,508 | |
|
|
| |
Interest income, net | 38 | 65 | |
Income before taxes | 9,051 | 13,573 | |
|
|
| |
Provision for income taxes | 4,256 | 6,372 | |
|
|
| |
Net income | $ 4,795 | $ 7,201 | |
|
|
| |
Earnings per common share: |
|
| |
Basic | $0.10 | $0.15 | |
Diluted | 0.10 | 0.15 | |
|
|
| |
Weighted average shares outstanding: |
|
| |
Basic | 48,536 | 48,273 | |
Diluted | 48,626 | 48,337 | |
|
|
| |
Other data: |
|
| |
Depreciation and amortization | $ 7,487 | $ 6,721 | |
Pre-tax impairment of assets | 1,025 | 461 | |
Pre-tax equity-based compensation expense | 2,977 | 3,184 | |
|
|
| |
Cash dividend declared per common share | $ – | $ 0.125 |
The Company's financial position (unaudited) as of March 31, 2013 and 2012 and December 31, 2012, was as follows:
| March 31, | December 31, | |
(Amounts in thousands) | 2013 | 2012 | 2012 |
Cash and short-term investments | $ 141,965 | $ 160,092 | $ 175,553 |
Trade accounts receivable, net | 102,813 | 107,257 | 82,812 |
Inventories | 202,341 | 184,068 | 204,124 |
Assets held for sale | 577 | – | 593 |
Other current assets | 32,796 | 26,234 | 34,972 |
Total current assets | 480,492 | 477,651 | 498,054 |
|
|
|
|
Property, plant and equipment, net | 211,010 | 209,460 | 213,452 |
Goodwill | 122,582 | 130,556 | 121,981 |
Other noncurrent assets | 57,463 | 49,344 | 56,835 |
Total assets | $ 871,547 | $ 867,011 | $ 890,322 |
|
|
|
|
Trade accounts payable | $ 30,958 | $ 35,109 | $ 37,117 |
Notes payable and lines of credit | 1,214 | 3,556 | 178 |
Other current liabilities | 42,519 | 50,705 | 58,220 |
Total current liabilities | 74,691 | 89,370 | 95,515 |
|
|
|
|
Long-term debt | – | 240 | – |
Other long-term liabilities | 8,435 | 6,300 | 5,239 |
Stockholders' equity | 788,421 | 771,101 | 789,568 |
Total liabilities and stockholders' equity | $ 871,547 | $ 867,011 | $ 890,322 |
Additional financial data of the Company (unaudited) for the three months ended March 31, 2013 and 2012, were as follows:
| Three Months Ended |
| |
| March 31, | % | |
(Amounts in thousands) | 2013 | 2012 | change |
Net Sales by Reporting Segment |
|
|
|
North America | $ 127,737 | $ 127,967 | 0% |
Europe | 23,917 | 28,237 | (15%) |
Asia/Pacific | 2,644 | 2,372 | 11% |
Administrative and all other | 237 | 158 | N/M |
Total | $ 154,535 | $ 158,734 | (3%) |
|
|
|
|
Gross Profit by Reporting Segment |
|
|
|
North America | $ 57,091 | $ 59,826 | (5%) |
Europe | 7,300 | 9,124 | (20%) |
Asia/Pacific | 446 | 410 | 9% |
Administrative and all other | 137 | 45 | N/M |
Total | $ 64,974 | $ 69,405 | (6%) |
| |||
Net Sales by Product Group* |
|
|
|
Wood Construction | $ 132,798 | $ 137,779 | (4%) |
Concrete Construction | 21,434 | 20,742 | 3% |
Other | 303 | 213 | N/M |
Total | $ 154,535 | $ 158,734 | (3%) |
| |||
Income (Loss) from Operations |
|
|
|
North America | $ 15,260 | $ 17,873 | (15%) |
Europe | (4,180) | (2,372) | N/M |
Asia/Pacific | (1,184) | (654) | N/M |
Administrative and all other | (883) | (1,339) | N/M |
Total | $ 9,013 | $ 13,508 | (33%) |
|
|
|
|
* | The Company manages its business by geographic segment but is presenting sales by product group as additional information. |
N/M | Statistic is not meaningful. |
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 construction products, including connectors, truss plates, fastening systems, fasteners and shearwalls, and concrete construction products, including adhesives, specialty chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials. 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.