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Basis of Presentation (Policies) | 6 Months Ended
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Jun. 30, 2011
Basis of Presentation |
Principles of Consolidation |
The consolidated financial statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries (the “Company”). Investments in 50% or less owned affiliates are accounted for using either cost or the equity method. All significant intercompany transactions have been eliminated.
Revenue Recognition |
The Company recognizes revenue when the earnings process is complete, net of applicable provision for discounts, returns and incentives, whether actual or estimated, based on the Company’s experience. This generally occurs when products are shipped to the customer in accordance with the sales agreement or purchase order, ownership and risk of loss pass to the customer, collectibility is reasonably assured and pricing is fixed or determinable. The Company’s general shipping terms are F.O.B. shipping point, where title is transferred and revenue is recognized when the products are shipped to customers. When the Company sells F.O.B. destination point, title is transferred and the Company recognizes revenue on delivery or customer acceptance, depending on terms of the sales agreement. Service sales, representing after-market repair and maintenance, engineering activities, software license sales and services and lease income, though significantly less than 1% of net sales and not material to the consolidated financial statements, are recognized as the services are completed or the software products and services are delivered. If actual costs of sales returns, incentives and discounts were to significantly exceed the recorded estimated allowance, the Company’s sales would be adversely affected.
Segment and Discontinued Operations Information |
The Company had operated under two reportable segments, the connector products segment and the venting products segment. As set forth in Note 11 “Discontinued Operations,” on August 31, 2010, the Company sold substantially all of the assets and liabilities of its venting segment. Accordingly, the Company has classified the results of the venting products segment, including impairments and losses of goodwill and other assets, as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented. Except as otherwise stated below, discussion in these notes pertains to the Company’s continuing operations. As a result of the sale of the assets of Simpson Dura-Vent Company, Inc (“Simpson Dura-Vent”), the Company has reorganized its operating segments into three reportable operating segments consisting of North America, Europe and Asia/Pacific.
Net Earnings (Loss) Per Common Share |
Basic earnings (loss) per common share is computed based on the weighted average number of common shares outstanding. Potentially dilutive securities, using the treasury stock method, are included in the diluted per-share calculations for all periods when the effect of their inclusion is dilutive. The following is a reconciliation of basic earnings (loss) per share (“EPS”) to diluted EPS:
|  | Three Months Ended |  | Six Months Ended |
(in thousands, except) |  | June 30, |  | June 30, |
per-share amounts) |  | 2011 |  | 2010 |  | 2011 |  | 2010 |
Earnings from continuing operations, net of tax |  | $ | 19,493 |  | $ | 21,059 |  | $ | 26,571 |  | $ | 30,889 |
Loss from discontinued operations, net of tax |  | — |  | (14,356 | ) | — |  | (14,986 | )
Net income available to common stockholders |  | $ | 19,493 |  | $ | 6,703 |  | $ | 26,571 |  | $ | 15,903 |
Basic weighted average shares outstanding |  | 49,404 |  | 49,417 |  | 49,753 |  | 49,403 |
Dilutive effect of potential common stock equivalents — stock options |  | 52 |  | 181 |  | 56 |  | 156 |
Diluted weighted average shares outstanding |  | 49,456 |  | 49,598 |  | 49,809 |  | 49,559 |
Net earnings (loss) per share — basic: |  |  |  |  |  |  |  |  |
Continuing operations |  | $ | 0.39 |  | $ | 0.43 |  | $ | 0.53 |  | $ | 0.63 |
Discontinued operations |  | — |  | (0.29 | ) | — |  | (0.30 | )
Net income |  | 0.39 |  | 0.14 |  | 0.53 |  | 0.32 |
Net earnings (loss) per share — diluted: |  |  |  |  |  |  |  |  |
Continuing operations |  | $ | 0.39 |  | $ | 0.42 |  | $ | 0.53 |  | $ | 0.62 |
Discontinued operations |  | — |  | (0.29 | ) | — |  | (0.30 | )
Net income |  | 0.39 |  | 0.14 |  | 0.53 |  | 0.32 |
Potentially dilutive securities excluded from earnings per diluted share because their effect is anti-dilutive |  | 1,743 |  | 646 |  | 1,743 |  | 856 |
Anti-dilutive shares attributable to outstanding stock options were excluded from the calculation of diluted net income per share.
Accounting for Stock-Based Compensation |
With the approval of the Company’s stockholders on April 26, 2011, the Company adopted the Simpson Manufacturing Co., Inc. 2011 Incentive Plan (the “2011 Plan”). The 2011 Plan amended and restated in their entirety, and incorporated and superseded, both the Simpson Manufacturing Co., Inc. 1994 Stock Option Plan (the “1994 Plan”), which was principally for the Company’s employees, and the Simpson Manufacturing Co., Inc. 1995 Independent Director Stock Option Plan (the “1995 Plan”), which was for its independent directors. Options previously granted under the 1994 Plan or the 1995 Plan will not be affected by the adoption of the 2011 Plan and will continue to be governed by the 1994 Plan or the 1995 Plan, respectively. Under the 1994 Plan, the Company could grant incentive stock options and non-qualified stock options, although the Company granted only non-qualified stock options under the 1994 Plan and the 1995 Plan. The Company generally granted options under each of the 1994 Plan and the 1995 Plan once each year. The exercise price per share of each option granted in February 2011 and February 2010 under the 1994 Plan equaled the closing market price per share of the Company’s common stock as reported by the New York Stock Exchange on the day preceding the day that the Compensation and Leadership Development Committee of the Company’s Board of Directors met to approve the grant of the options. The exercise price per share under each option granted under the 1995 Plan was at the fair market value on the date specified in the 1995 Plan. Options vest and expire according to terms established at the grant date. Options granted under the 1994 Plan typically vest evenly over the requisite service period of four years and have a term of seven years. The vesting of options granted under the 1994 Plan will be accelerated if the grantee ceases to be employed by the Company after reaching age 60 or if there is a change in control of the Company. Options granted under the 1995 Plan are fully vested on the date of grant. Shares of common stock issued on exercise of stock options under the 1994 Plan and the 1995 Plan are registered under the Securities Act of 1933. Under the 2011 Plan, the Company may grant incentive stock options, non-qualified stock options, restricted stock and restricted stock units, although the Company currently intends to award primarily restricted stock units and to a lesser extent, if at all, non-qualified stock options. The Company does not currently intend to award incentive stock options or restricted stock. Under the 2011 Plan, no more than 16.3 million shares of the Company’s common stock may be issued (including shares already sold) pursuant to all awards under the 2011 Plan, including on exercise of options previously granted under the 1994 Plan and the 1995 Plan. The Company currently intends that shares of common stock to be issued pursuant to the 2011 Plan will be registered under the Securities Act of 1933. The following table represents the Company’s stock option activity, including both continuing and discontinued operations, for the three and six months ended June 30, 2011 and 2010:
|  | Three Months Ended |  | Six Months Ended |
|  | June 30, |  | June 30, |
(in thousands) |  | 2011 |  | 2010 |  | 2011 |  | 2010 |
Stock option expense recognized in operating expenses |  | $ | 845 |  | $ | 218 |  | $ | 2,293 |  | $ | 585 |
Tax benefit of stock option expense in provision for income taxes |  | 297 |  | 56 |  | 818 |  | 173 |
Stock option expense, net of tax |  | $ | 548 |  | $ | 162 |  | $ | 1,475 |  | $ | 412 |
Fair value of shares vested |  | $ | 837 |  | $ | 179 |  | $ | 2,118 |  | $ | 561 |
Proceeds to the Company from the exercise of stock options |  | $ | — |  | $ | 863 |  | $ | 154 |  | $ | 955 |
Tax effect from exercise of stock options, including shortfall tax benefits |  | $ | — |  | $ | (9 | ) | $ | (39 | ) | $ | (83 | )
|  |  |  |  |  | At June 30, |
|  |  |  |  |  | 2011 |  | 2010 |
Stock option cost capitalized in inventory |  |  |  |  |  | $ | 108 |  | $ | 44 |
The amounts included in cost of sales, research and development and other engineering, selling, or general and administrative expense depend on the job functions performed by the employees to whom the stock options were granted. The amounts attributed to discontinued operations were not significant for any of the periods presented. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience.
Fair Value of Financial Instruments |
The “Fair Value Measurements and Disclosures” topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification TM (“ASC”) establishes a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: 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; Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. As of June 30, 2011, the Company’s investments consisted of only United States Treasury securities and money market funds aggregating $171.6 million, which are maintained in cash equivalents and are carried at cost, approximating fair value, based on Level 1 inputs. There are no other recurring or non-recurring fair value measurements.
Income Taxes |
The Company uses an estimated annual effective tax rate to measure the tax benefit or tax expense recognized in each interim period. The provision for income taxes for the first two quarters of 2010, however, have been computed based on those quarters as discrete periods due to the uncertainty regarding the Company’s ability to reliably estimate income before taxes during 2010, primarily as a result of uncertainty in the construction markets in which the Company operates. The following table presents the Company’s effective tax rates and income tax expense for the three and six months ended June 30, 2011 and 2010:
|  | Three Months Ended |  | Six Months Ended |
(in thousands, except) |  | June 30, |  | June 30, |
percentage amounts) |  | 2011 |  | 2010 |  | 2011 |  | 2010 |
Effective tax rate |  | 37.6 | % | 37.8 | % | 39.0 | % | 39.2 | %
Provision for income taxes |  | $ | 11,754 |  | $ | 12,773 |  | $ | 17,016 |  | $ | 19,903 |

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