10-Q 1 ssd-20220331.htm 10-Q ssd-20220331
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(Mark One)
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: March 31, 2022
 
OR 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                           to                           
 
Commission file number: 1-13429
 
Simpson Manufacturing Co., Inc.
(Exact name of registrant as specified in its charter) 
Delaware 94-3196943
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
 
5956 W. Las Positas Blvd., Pleasanton, CA 94588
(Address of principal executive offices, including zip code) 
(925) 560-9000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareSSDNew York Stock Exchange
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý  No o
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
  Yes ý  No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. 



Large accelerated filerý  Accelerated filer 
       
Non-accelerated filer Smaller reporting company 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   No ý
 
The number of shares of the registrant’s common stock outstanding as of May 3, 2022: 43,159,934



Simpson Manufacturing Co., Inc. and Subsidiaries

TABLE OF CONTENTS

Part I - Financial Information
Item 1 - Financial Statements
Page No.
Part II - Other Information




PART I — FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, unaudited)
 
 March 31,December 31,
 202220212021
ASSETS   
Current assets   
Cash and cash equivalents$984,372 $257,428 $301,155 
Trade accounts receivable, net320,428 227,201 231,021 
Inventories443,448 296,640 443,756 
Other current assets39,632 37,732 22,903 
Total current assets1,787,880 819,001 998,835 
Property, plant and equipment, net265,675 255,684 259,869 
Operating lease right-of-use assets44,651 44,236 45,438 
Goodwill133,651 133,477 134,022 
Intangible assets, net25,021 25,059 26,269 
Other noncurrent assets23,472 17,270 19,692 
Total assets$2,280,350 $1,294,727 $1,484,125 
LIABILITIES AND STOCKHOLDERS’ EQUITY   
Current liabilities   
Trade accounts payable$76,390 $66,236 $57,215 
Accrued liabilities and other current liabilities207,959 158,578 187,387 
Long-term debt, current portion22,500   
      Total current liabilities306,849 224,814 244,602 
   Operating lease liabilities36,336 35,810 37,091 
Long term debt, net670,733   
  Deferred income tax and other long-term liabilities34,621 19,594 18,434 
Total liabilities1,048,539 280,218 300,127 
Commitments and contingencies (see Note 13)
Stockholders’ equity   
Common stock, at par value433 435 432 
Additional paid-in capital289,773 285,896 294,330 
Retained earnings990,611 760,862 906,841 
Treasury stock(21,281)(13,510) 
Accumulated other comprehensive loss(27,725)(19,174)(17,605)
Total stockholders’ equity1,231,811 1,014,509 1,183,998 
Total liabilities and stockholders’ equity$2,280,350 $1,294,727 $1,484,125 

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
March 31,
 20222021
Net sales$493,570 $347,642 
Cost of sales256,789 185,360 
Gross profit236,781 162,282 
Operating expenses:
Research and development and other engineering15,866 14,591 
Selling36,836 30,823 
General and administrative53,774 48,565 
Total operating expenses106,476 93,979 
Acquisition related costs6,951  
Net gain on disposal of assets(1,083)(80)
Income from operations124,437 68,383 
Interest expense, net and other(428)(1,778)
Income before taxes124,009 66,605 
Provision for income taxes29,433 16,218 
Net income$94,576 $50,387 
Other comprehensive income
Translation adjustment(3)(9,264)
   Unamortized pension adjustments(172)492 
Cash flow hedge adjustment, net of tax(9,946)26 
        Comprehensive net income$84,455 $41,641 
Net income per common share:  
Basic$2.19 $1.16 
Diluted$2.18 $1.16 
Number of shares outstanding  
Basic43,179 43,379 
Diluted43,376 43,612 
Cash dividends declared per common share$0.25 $0.23 
 
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 March 31, 2022 and 2021

 Common StockAdditional Paid-inRetainedAccumulated Other ComprehensiveTreasury 
 SharesPar ValueCapitalEarningsIncome (Loss)StockTotal
Balance at December 31, 202143,217 $432 $294,330 $906,841 $(17,605)$ $1,183,998 
Net income— — — 94,576 — — 94,576 
Translation adjustment, net of tax— — — — (3)— (3)
Pension adjustment and other,
net of tax
— — — — (171)— (171)
Cash flow Hedges, net of tax— — — — (9,946)— (9,946)
Stock-based compensation— — 4,007 — — — 4,007 
Shares issued from release of Restricted Stock Units130 1 (9,524)— — — (9,523)
Repurchase of common stock(195)— — — — (21,281)(21,281)
Cash dividends declared on common stock, $0.25 per share— — — (10,806)— — (10,806)
Common stock issued at $139.07 per share for stock bonus7  960 — — — 960 
Balance at March 31, 202243,159 $433 $289,773 $990,611 $(27,725)$(21,281)$1,231,811 
Balance at December 31, 202043,326 $433 $284,007 $720,441 $(10,428)$(13,510)$980,943 
Net income— — — 50,387 — — 50,387 
Translation adjustment and other,
net of tax
— — — — (9,264)— (9,264)
Pension adjustment and other,
net of tax
— — — — 492 — 492 
Cash flow Hedges, net of tax26 26 
Stock-based compensation— — 6,462 — — — 6,462 
Shares issued from release of Restricted Stock Units97 1 (5,264)— — — (5,263)
Cash dividends declared on common stock, $0.23 per share— — — (9,966)— — (9,966)
Common stock issued at $93.45 per share for stock bonus7 1 691 — — — 692 
Balance, at March 31, 202143,430 $435 $285,896 $760,862 $(19,174)$(13,510)$1,014,509 








The accompanying notes are an integral part of these condensed consolidated financial statements
6


Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands, unaudited)
Three Months Ended
March 31,
 20222021
Cash flows from operating activities  
Net income$94,576 $50,387 
Adjustments to reconcile net income to net cash provided by operating activities:  
Loss/(gain) on sale of assets and other(1,267)333 
Depreciation and amortization10,795 11,225 
Noncash lease expense2,477 2,393 
Deferred income taxes(1,810)314 
Noncash compensation related to stock plans4,872 6,542 
Provision of doubtful accounts(211)(215)
Changes in operating assets and liabilities:  
Trade accounts receivable(89,799)(62,660)
Inventories(381)(14,750)
Trade accounts payable17,929 17,301 
Other current assets(16,479)(14,109)
Accrued liabilities and other current liabilities21,707 22,126 
Other noncurrent assets and liabilities2,270 (1,054)
Net cash provided by operating activities44,679 17,833 
Cash flows from investing activities  
Capital expenditures(17,823)(10,505)
Asset acquisitions(488) 
Equity method investments(600)(5,329)
Proceeds from sale of property and equipment1,830 105 
Net cash used in investing activities(17,081)(15,729)
Cash flows from financing activities  
Repurchase of common stock(21,281) 
Proceeds from lines of credit and term loan borrowing700,038  
Repayments of lines of credit and capital leases(1,024)(192)
Debt issuance costs(6,804) 
Dividends paid(10,806)(9,967)
Cash paid on behalf of employees for shares withheld(9,523)(5,263)
Net cash provided by (used in) financing activities650,600 (15,422)
Effect of exchange rate changes on cash and cash equivalents5,019 (3,893)
Net increase (decrease) in cash and cash equivalents683,217 (17,211)
Cash and cash equivalents at beginning of period301,155 274,639 
Cash and cash equivalents at end of period$984,372 $257,428 
Noncash activity during the period  
Noncash capital expenditures$761 $1,526 
Dividends declared but not paid10,847 9,967 
Issuance of Company’s common stock for compensation$960 $692 
The accompanying notes are an integral part of these condensed consolidated financial statements
7



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 cost or the equity method. All significant intercompany transactions have been eliminated.

Use of Estimates
 
The preparation of the condensed 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 at 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. The Company assessed certain accounting matters that require the use of estimates and assumptions in context with the known and projected future impacts of COVID-19. The Company's actual results could differ materially from those estimates.

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, 2021 (the “2021 Form 10-K”).
 
The unaudited quarterly condensed consolidated financial statements have been prepared on the same basis as the audited annual 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. Certain prior period amounts in the condensed consolidated financial statements and the accompanying notes have been reclassified to conform to the current period’s presentation. The year-end condensed consolidated balance sheet data provided herein were derived from audited financial statements included in the 2021 Form 10-K, but do not include all disclosures required by GAAP. The Company’s quarterly results fluctuate. As a result, the Company believes the results of operations for this interim period presented are not indicative of the results to be expected for any future periods.

Revenue Recognition
 
Generally, the Company's revenue contract with a customer exists when (1) the goods are shipped, services are rendered, and the related invoice is generated, (2) the duration of the contract does not extend beyond the promised goods or services already transferred and (3) the transaction price of each distinct promised product or service specified in the invoice is based on its relative stated standalone selling price. The Company recognizes revenue when it satisfies a performance obligation by transferring control over 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.
8



Net Income Per Common Share
 
The Company calculates net income per common share based on the weighted-average number of shares of the Company's common stocks outstanding during the period. Potentially dilutive securities 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 for Leases

The Company has operating and finance 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 asset ("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.

Accounting for 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 four years. Stock-based expense 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 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.

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 market participants. As such, fair value is a market-based measurement that is determined based on assumptions that 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 value of the Company’s contingent consideration related to acquisitions and equity investment are classified as Level 3 within the fair value hierarchy as it is based on unobserved inputs such as management estimates and entity-specific assumptions and is evaluated on an ongoing basis. The fair value of the interest rate and foreign currency contracts are classified as Level 2 within the fair value hierarchy.

Derivative Instruments - Foreign Currency and Interest Rate Contracts

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 in the condensed 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 shareholders' equity in the condensed consolidated balance sheets, 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.
9


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. As of March 31, 2022 and 2021, the value of these investments were $32.6 million and $28.2 million, respectively, consisting of United States Treasury securities and money market funds. The value of the investments is based on cost, which approximates fair value based on Level 1 inputs.

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.

The changes in the allowance for doubtful accounts receivable for the three months ended March 31, 2022 are outlined in the table below:
Balance at
Balance at
(in thousands)
December 31, 2021
Expense (Deductions), net
Write-Offs1
March 31, 2022
Allowance for Doubtful Accounts
$1,933 (211)103 $1,619 
1Amount is net of recoveries and the effect of foreign currency fluctuations for the three months ended March 31, 2022.

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 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.

Accounting Standards Not Yet Adopted

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting in response to the risk of cessation of the London Interbank Offered Rate (“LIBOR”) on December 31, 2021. The Company's primary credit facility, which was amended and restated on March 30, 2022, is composed of $450.0 million revolving line of credit and a $450.0 million term loan (the "Amended and Restated Credit Facility"), which matures on March 30, 2027. Borrowings under the Amended and Restated Credit Facility bear interest using Secured Overnight Financing Rate ("SOFR") plus an applicable margin.

All other newly issued and effective accounting standards during the first quarter of 2022 were determined to be not relevant or material to the Company.

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 14.
10


Wood Construction Products Revenue. Wood construction products represented 88% and 87% of total net sales for the three months ended March 31, 2022 and 2021.

Concrete Construction Products Revenue. Concrete construction products represented 12% and 13% of total net sales for both the three months ended March 31, 2022 and 2021.

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.

Other Revenue. Service sales, representing after-market repair and maintenance, engineering activities and software license sales and services were less than 0.1% of 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 a service 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 rights to 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 March 31, 2022, the Company had no contract assets or contract liabilities from contracts with customers.

3.    Net Income Per Share

The following shows a reconciliation of basic net earnings ("EPS") per share to diluted EPS:
 
Three Months Ended 
 
March 31,
(in thousands, except per share amounts)20222021
Net income available to common stockholders$94,576 $50,387 
Basic weighted-average shares outstanding43,179 43,379 
Dilutive effect of potential common stock equivalents — restricted stock units197 233 
Diluted weighted-average shares outstanding43,376 43,612 
Net income per common share:  
Basic$2.19 $1.16 
Diluted$2.18 $1.16 


4.    Stockholders' Equity

Treasury Shares

As of March 31, 2022, the Company held 194,745 shares of its common stock as treasury shares.

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During the three months ended March 31, 2022, the Company repurchased 194,745 shares of the Company's common stock in the open market at an average of $109.28 per share, for a total of $21.3 million. As of March 31, 2022, approximately $78.7 million remains available for repurchase under the previously announced $100.0 million share repurchase authorization (which expires at the end of 2022).

5.    Stock-Based Compensation

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 $4.9 million and $6.5 million for the three months ended March 31, 2022 and 2021, respectively.


During the three months ended March 31, 2022, the Company granted 112,101 RSUs and PSUs to the Company's employees, including officers at an estimated weighted average fair value of $120.51 per share based on the closing price (adjusted for 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 that are granted to the Company's employees excluding officers and certain key employees, vest ratably over the four year vesting-term of the award.

As of March 31, 2022, the Company's aggregate unamortized stock compensation expense was approximately $31.0 million which is expected to be recognized in expense over a weighted-average period of 2.6 years.


6.    Trade Accounts Receivable, Net
 
Trade accounts receivable consisted of the following:
 At March 31,At December 31,
(in thousands)
202220212021
Trade accounts receivable
$327,054 $232,646 $237,312 
Allowance for doubtful accounts
(1,618)(1,776)(1,932)
Allowance for sales discounts and returns
(5,008)(3,669)(4,359)
 $320,428 $227,201 $231,021 
 
7.    Inventories
 
The components of inventories are as follows:
 At March 31,At December 31,
(in thousands)
202220212021
Raw materials
$180,431 $94,340 $191,174 
In-process products
36,029 22,678 30,309 
Finished products
226,988 179,622 222,273 
 $443,448 $296,640 $443,756 

8.    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.
12



The Company uses a forward foreign currency contract to hedge its exposure to adverse foreign currency exchange rate movements for its operations in Europe. This contract matures in March 2029. The Company has elected the spot method for designating this contract as a net investment hedge. The Company has also converted a Euro-denominated ("EUR"), fixed rate obligation into a U.S. Dollar fixed rate obligation using a receive fixed, pay fixed cross currency swap. The cross-currency swap is designated as a cash flow hedge. In addition, the Company has converted domestic U.S. variable rate debt to fixed rate debt using a receive variable, pay fixed interest rate swap. The interest rate swap contract is also designated as a cash flow hedge.

As of March 31, 2022, the aggregate notional amount of the Company's outstanding interest rate contracts, cross currency swap contracts and forward contract were $700.0 million, $500.0 million and $328.2 million, respectively. As of March 31, 2021, the aggregate notional amount of the Company's outstanding forward contracts were $9.1 million.

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 months ended March 31, 2022.

The effects of fair value and cash flow hedge accounting on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the period ended March 31, 2022 was as follows:
(in thousands)Cost of Goods SoldInterest expense, net and other
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$256,789 $(428)
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 (29)
Cross currency swap contract
Amount of gain or (loss) reclassified from OCI to earnings (2,946)
Forward contract
Amount of gain or (loss) reclassified from OCI to earnings163  

Fair value and cash flow hedge accounting had no effect on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the period ended March 31, 2021.

The effects of derivative instruments on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the period ended March 31 were as follow:

Cash Flow Hedging RelationshipsGain (Loss) Recognized in OCILocation of Gain (Loss) Reclassified from OCI into EarningsGain (Loss) Reclassified from OCI into Earnings
(in thousands)2022202120222021
Interest rate contracts$(1,805)$ Interest expense$(29)$ 
Cross currency contracts(7,548) Interest expense21  
FX gain (loss)(2,967) 
Forward contracts$ $ Cost of goods sold163  
Total $(9,353)$ $(2,812)$ 

For the three months ending March 31, 2022, losses on the net investment hedge of $6.8 million was included in OCI and no gains or losses were reclassified from OCI to earnings.


9.    Property, Plant and Equipment, Net
 
Property, plant and equipment consisted of the following:
13

 At March 31,At December 31,
(in thousands)202220212021
Land
$34,591 $28,280 $28,175 
Buildings and site improvements
197,180 201,283 202,393 
Leasehold improvements
6,153 7,023 5,995 
Machinery, equipment, and software
407,808 385,195 399,079 
 645,732 621,781 635,642 
Less accumulated depreciation and amortization
(406,835)(382,907)(402,246)
 238,897 238,874 233,396 
Capital projects in progress
26,778 16,810 26,473 
Total$265,675 $255,684 $259,869 


10.    Goodwill and Intangible Assets
 
Goodwill consisted of the following: 
 At March 31,At December 31,
(in thousands)202220212021
North America$96,359 $96,340 $96,307 
Europe35,864 35,684 36,331 
Asia/Pacific1,428 1,453 1,384 
Total$133,651 $133,477 $134,022 
 
Amortizable intangible assets, net, consisted of the following:
 At March 31, 2022
 Gross Net
 CarryingAccumulatedCarrying
(in thousands)
AmountAmortizationAmount
North America
$46,642 $(27,205)$19,437 
Europe
26,274 (20,690)5,584 
Total
$72,916 $(47,895)$25,021 
 
 At March 31, 2021
 Gross Net
(in thousands)
Carrying
Amount
Accumulated
Amortization
Carrying
Amount
North America
$40,785 $(23,724)$17,061 
Europe
26,347 (18,349)7,998 
   Total$67,132 $(42,073)$25,059 
 
 At December 31, 2021
 Gross Net
(in thousands)
Carrying
Amount
Accumulated
Amortization
Carrying
Amount
North America
$46,643 $(26,346)$20,297 
Europe
26,371 (20,399)5,972 
Total
$73,014 $(46,745)$26,269 
 
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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 expense of definite-lived intangible assets was $1.1 million and $1.7 million for the three months ended March 31, 2022 and 2021, respectively. The weighted-average amortization period for all amortizable intangibles on a combined basis is 8.3 years.

The only indefinite-lived intangible asset, consisting of a trade name, totaled $0.6 million at March 31, 2022.

At March 31, 2022, the estimated future amortization of definite-lived intangible assets was as follows: 
(in thousands) 
Remaining nine months of 2022$3,553 
20233,740 
20242,809 
20252,523 
20261,840 
20271,690 
Thereafter8,250 
$24,405 
 
The changes in the carrying amount of goodwill and intangible assets for the three months ended March 31, 2022, were as follows: 
  Intangible
(in thousands)GoodwillAssets
Balance at December 31, 2021$134,022 $26,269 
Amortization— (1,149)
Foreign exchange(371)(99)
Balance at March 31, 2022$133,651 $25,021 


15

11.    Leases

The Company has operating leases for certain facilities, equipment and automobiles. The existing operating leases expire at various dates through 2026, some of which include options to extend the leases for up to 5 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 right-of-use ("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 March 31, 2022 and 2021 and December 31, 2021, condensed consolidated statements of earnings and comprehensive income, and condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021, respectively:
Condensed Consolidated Balance Sheets Line ItemMarch 31,December 31,
(in thousands)202220212021
Operating leases
Assets
Operating leasesOperating lease right-of-use assets$44,651 $44,236 $45,438 
Liabilities
Operating - currentAccrued expenses and other current liabilities8,750 $8,941 $8,769 
Operating - noncurrent Operating lease liabilities36,336 35,810 37,091 
Total operating lease liabilities$45,086 $44,751 $45,860 
Finance leases
Assets
Property and equipment, grossProperty, plant and equipment, net$ $3,569 $3,569 
Accumulated amortizationProperty, plant and equipment, net (3,188)(3,416)
Property and equipment, netProperty, plant and equipment, net$ $381 $153 
Liabilities
Other current liabilitiesAccrued expenses and other current liabilities$ $193 $ 
   Total finance lease liabilities$ $193 $ 


16

The components of lease expense were as follows:
Condensed Consolidated Statements of Earnings and Comprehensive Income Line ItemThree Months Ended March 31,
(in thousands)20222021
Operating lease costGeneral administrative expenses and
     cost of sales
$3,128 $2,859 
Finance lease cost:
   Amortization of right-of-use
        assets
General administrative expenses$ $216 
   Interest on lease liabilitiesInterest expense, net 2 
Total finance lease$ $218 

Other Information

Supplemental cash flow information related to leases is as follows:
Three Months Ended March 31,
(in thousands)20222021
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows for operating leases$3,097 $2,805 
   Finance cash flows for finance leases 290 
Operating right-of-use assets obtained in exchange for lease
     obligations during the current period
2,196 786 

The following is a schedule, by years, of maturities of lease liabilities as of March 31, 2022:
(in thousands)Operating Leases
Remaining nine months of 2022$8,438 
20239,327 
20247,550 
20256,005 
20264,997 
Thereafter16,279 
Total lease payments52,596 
Less: Present value discount(7,510)
     Total lease liabilities$45,086 


17


The following table summarizes the Company's lease terms and discount rates as of March 31, 2022 and 2021:
Weighted-average remaining lease terms (in years):20222021
Operating leases6.647.13
Finance leases0.00.25
Weighted-average discount rate:
Operating leases5.17 %5.28 %
Finance leases %3.5 %


12.    Debt

On March 30, 2022, the Company entered into the Amended and Restated Credit Facility. The Amended and Restated Credit Agreement amends and restates the Company's previous Credit Agreement, dated as of July 27, 2012. The Amended and Restated Credit Facility provides for a 5-year revolving credit facility of $450.0 million revolving line of credit, which includes a letter of credit-sub-facility up to $50.0 million, and for a 5-year term loan facility of $450.0 million. The Company borrowed $250.0 million, under the revolving credit facility and $450.0 million under the term loan facility to finance a portion of the purchase price of the Company’s acquisition of the ETANCO Group ("ETANCO"). In addition, the Company incurred $6.8M debt issuance costs reflected in long term debt, net that will be deferred and amortized over the 5-year terms of the Amended and Restated Credit Facility.

The Company is required to pay an annual revolving credit facility fee of 0.10% to 0.25% per annum on the available commitments under the terms of the Amended and Restated Revolving Credit Facility, regardless of usage, with the applicable fee determined on a quarterly basis based on the Company’s net leverage ratio. The fee is included within other expense in the Company's condensed consolidated statement of operations.

Amounts borrowed under the Amended and Restated Credit Facility will bear interest from time to time at either Base Rate, Spread Adjusted Daily Simple SOFR, Spread Adjusted Term SOFR, Adjusted Eurocurrency Rate or Daily Simple RFR, in each case, as calculated under and as in effect from time to time under the Amended and Restated Credit Facility, plus the Applicable Margin, as defined in the Amended and Restated Credit Facility. The Applicable Margin is determined based on the Company’s net leverage ratio, and ranges (i) from 0.00% to 0.75% per annum for amounts borrowed under the term loan facility that bear interest at Base Rate, (ii) from 0.75% to 1.75% per annum for amounts borrowed under the term loan facility that bear interest at Adjusted Eurocurrency Rate, Spread Adjusted Daily Simple SOFR or Spread Adjusted Term SOFR, (iii) from 0.00% to 0.50% per annum for amounts borrowed under the revolving credit facility that bear interest at Base Rate, (iv) from 0.6826% to 1.5326% per annum for amounts borrowed under the revolving credit facility that bear interest at Daily Simple RFR (solely to the extent denominated in pound sterling) and (v) from 0.65% to 1.50% per annum for amounts borrowed under the revolving credit facility that bear interest at Daily Simple RFR (other than loans denominated in pound sterling) or Adjusted Eurocurrency Rate. Loans outstanding under the Amended and Restated Credit Facility may be prepaid at any time without penalty except for customary breakage costs and expenses.

As of March 31, 2022, in addition to the Amended and Restated Credit Facility, certain of the Company’s domestic subsidiaries are guarantors for a credit agreement between certain of its foreign subsidiaries and institutional lenders. Together, all of its credit facilities provide the Company with a total of $204.3 million in revolving credit lines and an irrevocable standby letter of credit in support of various insurance deductibles.

The Company has a $700.0 million outstanding debt balance which we deem as the fair value as of March 31, 2022. There were no outstanding balances as of March 31, 2021, and December 31, 2021.

The Company was in compliance with its financial covenants under the Credit Facility as of March 31, 2022.

13.    Commitments and Contingencies

Environmental

18

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.


14.    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 reporting 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 in several ways, including the types of materials used, the production processes, the distribution channels and the product applications.

The Administrative & All Other column 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 tables illustrate certain measurements used by management to assess the performance of its reportable segments as of or the following periods:
Three Months Ended March 31,
(in thousands)20222021
Net Sales  
North America$438,731 $300,564 
Europe51,451 44,296 
Asia/Pacific3,388 2,782 
Total$493,570 $347,642 
Sales to Other Segments*  
North America$1,134 $696 
Europe1,684 1,609 
Asia/Pacific8,567 8,527 
Total$11,385 $10,832 
Income (Loss) from Operations **  
North America$135,727 $73,025 
Europe(1,370)2,291 
Asia/Pacific564 425 
Administrative and all other(10,484)(7,358)
Total$124,437 $68,383 
            
*    Sales to other segments are eliminated in consolidation.
19

**    The Company changed its presentation of its North America and Administrative and all other segment statement of operations to account for allocated expenses and management fees as a separate item below income from operations. Allocated expenses and management fees between the two segments were previously included in operating expenses and in income from operations.
   At
 At March 31,December 31,
(in thousands)202220212021
Total Assets   
North America$1,120,027 $1,125,887 $1,352,988 
Europe1,034,323 198,363 202,631 
Asia/Pacific32,847 31,831 31,832 
Administrative and all other93,153 (61,354)(103,326)
Total$2,280,350 $1,294,727 $1,484,125 
 
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 $96.1 million, $248.7 million, and $223.5 million, as of March 31, 2022 and 2021, and December 31, 2021, respectively. On April 1, 2022, the Company used approximately $800 million of the funds held in our foreign operations to acquire ETANCO.

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 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. The table below illustrates the distribution of the Company’s sales by product group as additional information for the following periods:
Three Months Ended March 31,
(in thousands)20222021
Wood construction products$435,438 $301,578 
Concrete construction products57,976 45,523 
Other156 541 
Total$493,570 $347,642 

15.    Subsequent Events

Dividend Declared

On May 4, 2022, the Company’s Board of Directors (the "Board") declared a quarterly cash dividend of $0.26 per share, estimated to be $11.2 million in total. The dividend will be payable on July 28, 2022, to the Company's stockholders of record on July 7, 2022.

ETANCO Acquisition

On April 1, 2022, the Company acquired ETANCO, a manufacturer of fastener and fixing products headquartered in France, for $800.0 million (725 million euros(1)) net of cash. Information regarding the ETANCO acquisition information is incorporated by reference to Form 8-K April 7, 2022 filing.

Footnotes
(1) Reflects EUR to USD exchange rate as of March 21, 2022.


20

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 contains 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. 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 that concern our strategy, plans, expectations or intentions. Forward-looking statements 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 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 strategic initiatives, including the impact of these initiatives, such as the acquisition of ETANCO, on our strategic and operational plans and financial results, and any statement of an assumption underlying any of the foregoing and other statements that are not historical facts. Although we believe that the expectations, opinions, projections and comments reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and we can give no assurance that such statements will prove to be correct. Actual results may differ materially from those expressed or implied in such statements.

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 our forward looking statements include, among others, the successful 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, 2021. 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, such as the recent outbreak of a novel strain of coronavirus (COVID-19); 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. Except as required under the federal securities laws or the rules and regulations of the SEC, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise. 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.




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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.

At our March 23, 2021 analyst and investor day, we unveiled several key growth initiatives that we believe will help us continue our track record of above market revenue growth through a combination of organic and inorganic opportunities. Our organic opportunities are focused on expansion into new markets within our core competencies of wood and concrete products. These key growth initiatives will focus on the original equipment manufacturers, repair and remodel or do-it-yourself, mass timber, concrete and structural steel 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 building technology 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 for our key growth initiatives. Although these initiatives are all currently in different stages of development, our successful growth in these areas 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.

Also during the March analyst and investor day, we highlighted our five-year ambitions, which are as follows:

Strengthen our values-based culture;
Be the business partner of choice;
Strive to be an innovative leader in the markets we operate;
Continue above market growth relative to the United States housing starts;
Remain within the top quartile of our proxy peers for operating income margin; and
Remain in the top quartile of our proxy peers for return on invested capital.

We will make periodic updates related to material developments to our key growth initiatives and with our five-year ambitions.

Acquisitions and Investments

On April 1, 2022, the Company successfully completed the acquisition of ETANCO, a manufacturer of fastener products headquartered in France, for $800.0 million (725 million euros(1)) net of cash. For the 12 months ending September 30, 2021, ETANCO's net sales and operating income margin were approximately $291.0 million (approximately €258 million(2)) and 19.7%(2), respectively.

ETANCO's primary product applications directly align with the addressable markets in which the Company operates. Leveraging ETANCO's leading market position in Europe, following the proposed acquisition, the Company would expand its portfolio of solutions, including mechanical anchors, fasteners and commercial building envelope solutions, as well as significantly increase its market presence across Europe. The transaction would allow the Company to enter into new commercial building markets such as façades, waterproofing, safety and solar, as well as grow its share of direct business sales in Europe.

The Company expects to realize operating income synergies of approximately $30 million, on an annual run rate basis, within 36 months following the proposed acquisition. These synergies would be achieved through expanding the Company's market share by selling its products into new markets and channels, incorporating ETANCO's products into the Company's existing channels, as well as procurement optimization, manufacturing and operating expense efficiencies. The Company expects to scale its European net sales and operating income margin performance, which is anticipated to result in an approximate 500 basis point increase in Europe operating income margins by 2025. Additionally, the Company also expects that its interest expense will increase as a result of the incurrence of debt to finance the acquisition of ETANCO.

Other accomplishments over the past year included the following:
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Realigned our sales teams to more specifically focus on five end use markets – Residential, Commercial, OEM, National Retail and Building Technology, which has led to new customer and project wins within five of our key growth initiatives.
Invested in a venture capital fund focused on the home building industry and related new technologies.
Entered into a joint indirect investment in the North America Hundegger equipment sales and service representative partner, Hundegger USA, LC to increase each parties' sales in the mass timber and component manufacturing markets by offering North America customers end-to-end solutions, including integrated software from a single source.
Formed an strategic alliance with Structural Technologies that will allow both parties jointly deliver complete end-to-end strengthening solutions to engineering professionals, contractors and owners across multiple construction and repair markets,
Within the National Retail market, we focused on growth in the repair and remodel and do-it-yourself markets by completing a reset of some of our fastener sets with one of our key customers, and
Within the Commercial market, we expanded our offerings, including the expansion of our structural steel product line.

The COVID-19 pandemic has severely impacted global economic conditions, resulting in substantial volatility in the financial markets, increased unemployment, and operational challenges resulting from measures that governments have imposed to control its spread. We continue to monitor the COVID-19 pandemic for potential impact on our business. We have undertaken numerous steps and instituted additional precautions to comply with health and safety guidelines and to protect our employees, suppliers and customers, as their safety and well-being is one of our top priorities, and to comply with health and safety guidelines. These steps and precautions include enhanced deep cleaning, staggered shifts, temperature checking, use of face masks, practicing social distancing and limiting non-employees at our locations, amongst other safety related policies and procedures.

The Company’s management team continues to monitor and manage its ability to operate effectively and, to date, the Company has not experienced any significant disruptions within its supply chain. Our supply chain partners have been very supportive and continue to do their part to ensure that service levels to our customers remain strong and, to date, we have not experienced any supply-chain disruptions and continued to meet our customers’ needs despite the challenges presented by the COVID-19 pandemic. We will continue to communicate with our supply chain partners to identify and mitigate risk and to manage inventory levels. The Company's Crisis Management Team, which includes members of senior management, meets periodically to review and assess the status of the Company's operations and the health and safety of its employees.

The Company’s business, financial condition and results of operations depends in part on the level of United States, housing starts and residential construction activity. Though single-family housing starts increased significantly in the last year, we believe there is uncertainty current demand will remain at the current level due to supply-chain factors, inflation and interest rate increases affecting new home starts and completions. With recent sales price increases, we believe sales will likely increase in future periods even if demand does not decrease. However, increased selling prices are expected to be offset by increasing material costs, sourcing logistics complications and a tight labor market, which could negatively affect operating margins for 2022.

Management continues to monitor the impact of rising material input and product logistics costs on the Company's financial condition, liquidity, operations, suppliers, industry, and workforce.

Factors Affecting Our Results of Operations

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 process 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.

Our sales also tend to be seasonal, with operating results varying from quarter to quarter. With some exceptions, 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, as our customers tend to purchase construction materials in the late spring and summer months for the construction season. Weather conditions, such as extended cold or wet weather, which affect and sometimes delay installation of some of our products, could negatively affect our results of operations. Political and economic events such as tariffs and the possibility of additional tariffs on imported raw materials or finished goods or such as labor disputes can also have an effect on our gross and operating profits as well as the amount of inventory on-hand. Our operations can also be affected by a volatile steel market and stressed product
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transportation systems. Changes in raw material cost could 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 higher raw material costs. Delays in receiving products or shipping sales orders, as well as increased transportation costs, could negatively impact sales and operating profits.

Our operations also expose us to risks associated with pandemics, epidemics or other public health emergencies, such as the COVID-19 pandemic.

Business Segment Information

Historically our North America segment has generated more revenues from wood construction products compared to concrete construction products. Our wood construction product sales increased 49.0% for the quarter ended March 31, 2022 compared to March 31, 2021, and our concrete construction product sales increased 27.5% for the quarter ended March 31, 2022 compared to March 31, 2021, due to product price increases throughout 2021 in an effort to offset rising raw material costs. These price increases were also the primary contributor to gross profits and operating profits increasing over the same comparable periods. As a result of the product price increases phased in during 2021, full phased in product price increases for 2022 could result in $300 million in additional net sales compared to 2021. We currently anticipate gross margin and operating margin compression beginning in the latter half of 2022 as higher priced raw materials and rising average cost of steel on hand offset the price increases.

Our Europe segment also generates more revenues from wood construction products than concrete construction products. Europe sales increased 16.2% for the quarter ended March 31, 2022 compared to March 31, 2021, primarily due to product price increases throughout 2021 in an effort to offset rising raw material costs, partly offset by the negative effect of approximately $3.7 million in foreign currency translation due a strengthening United States dollar. Wood construction product sales increased 14.7% for the quarter ended March 31, 2022 compared to March 31, 2021. Concrete construction product sales are mostly project based, and sales increased 26.2% for the quarter ended March 31, 2022 compared to March 31, 2021. The Company, including ETANCO, have suspended all sales and distribution activity to Russia and Belarus. We estimate annual sales to these countries are less $5.0 million. Gross margins decreased, primarily due to higher factory & tooling costs, as a percentage of net sales. Europe reported an operating loss of $1.4 million, primarily due to professional fees of $7.0 million associated with the ETANCO acquisition, offset by a $1.1 million gain on the sale of a property and increased gross profits. We anticipate incurring approximately $15 million to $17 million in integration and transaction costs related to the ETANCO acquisition, of which $8 million to $10 million are incremental. Including increased steel costs, product sourcing complications with the Ukraine conflict, Europe's net sales and operating margins for the full year 2022 will likely be negatively impacted.

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.

Since March 2021, inventory pounds in North America, which is the bulk of our inventory, remained flat while the weighted average cost per pound of total on hand increased approximately 56%. Based on our current expectations, we are anticipating continued raw material cost pressure for fiscal 2022. As we work through our on hand inventory and continue to buy raw material at these much higher prices, our anticipated costs of goods sold are expected to increase during fiscal 2022, even if prices for raw material decline, as the impact from averaging raw material costs typically lags our price increases. We began to see this sequential accelerating increase in material costs occur beginning in the third quarter 2021.

Business Outlook

The Company updated its 2022 financial outlook to include the acquisition of ETANCO, which closed on April 1, 2022, one quarter of actual results, and its latest expectations regarding demand trends, raw material costs and operating expenses. Based on business trends and conditions as of April 25, 2022, the Company's outlook for the full fiscal year ending December 31, 2022 is as follows:

Operating margin is expected to be in the range of 19.0% to 20.0%, mostly attributable to an improved outlook for the overall market and Simpson. In addition, the revised outlook includes projected results for ETANCO, including $15.0 to $17.0 million in integration and transaction costs.

Interest expense on the outstanding borrowings of $250.0 million on the Revolving Credit Facility and $450.0 million Term Loan is expected to be approximately $12.0 million, including the effect of interest hedges and bank fee amortizations.

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The effective tax rate is expected to be in the range of 25.5% to 26.5%.

Capital expenditures are expected to be in the range of $65.0 million to $70.0 million. As part of the integration process for ETANCO, Simpson management is in the process of assessing additional capital expenditures in support of ETANCO's operations.

Footnotes
(1) Reflects EUR to USD exchange rate as of March 21, 2022.
(2) For the last 12 months ending September 30, 2021, in accordance with French GAAP. Subject to change following conversion to IFRS or U.S. GAAP accounting standards and reflects EUR to USD exchange rate as of December 22, 2021.


Results of Operations for the Three Months Ended March 31, 2022, Compared with the Three Months Ended March 31, 2021
 
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, 2022, against the results of operations for the three months ended March 31, 2021. Unless otherwise stated, the results announced below, when referencing “both quarters,” refer to the three months ended March 31, 2021 and the three months ended March 31, 2022.

The Company changed its presentation of its North America and Administrative and all other segment statement of operations to account for allocated expenses and management fees as a separate item below income from operations. Allocated expenses and management fees between the two segments were previously included in operating expenses and in income from operations. Income from operations for the North America and Administrative and all other segments for the quarter ended March 31, 2022 presented below was not affected by the change in presentation. Consolidated income from operations, income before tax and net income for the quarters ended March 31, 2022 and March 31, 2021 presented below were not affected by the change in presentation.
First Quarter 2022 Consolidated Financial Highlights

The following table shows the change in the Company's operations from the three months ended March 31, 2021 to the three months ended March 31, 2022, and the increases or decreases for each category by segment:
Three Months EndedThree Months Ended
 Increase (Decrease) in Operating Segment
 March 31,North Asia/Admin &March 31,
(in thousands)2021AmericaEuropePacificAll Other2022
Net sales