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Simpson(SSD) - 2022 Q3 - Earnings Call Transcript
2022-10-24 23:29
Simpson Manufacturing Co., Inc. (NYSE:SSD) Q3 2022 Earnings Conference Call October 24, 2022 5:00 PM ET Company Participants Kim Orlando - ADDO IR Karen Colonias - CEO Brian Magstadt - CFO Conference Call Participants Daniel Moore - CJS Securities Tim Wojs - Baird Kurt Yinger - D.A. Davidson Julio Romero - Sidoti & Company Operator Greetings, and welcome to the Simpson Manufacturing Company Third Quarter 2022 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. ...
Simpson Manufacturing (SSD) Investor Presentation - Slideshow
2022-10-19 15:36
Investment Highlights - Simpson Manufacturing has returned approximately 64% of its free cash flow to stockholders since 2019, covering the period from January 1, 2019, to June 30, 2022[6, 7] - The company's product availability fill rate in North America is 953%[22] Market Share and Opportunities - Simpson's current share in the wood connectors & truss market is $132 billion, representing 53% of a $25 billion addressable market[25] - In the fasteners market, Simpson has a $489 million share, which is 28% of a $17 billion addressable market[27] - Simpson's share of the concrete market is $267 million, accounting for 21% of a $13 billion addressable market[29] Financial Performance - Simpson Manufacturing's 2021 sales from wood construction were $1361 billion and from concrete construction were $211 million[77] - In 2021, North America accounted for $1363 billion of sales, Europe $197 million, and Asia/Pacific $13 million[78] ETANCO Group Acquisition - The acquisition of ETANCO Group had net sales of approximately €258 million (~$291 million) and an operating income margin of 197% for the twelve months ended September 30, 2021[106] - The net purchase price for ETANCO Group was €725 million (~$800 million)[106]
Simpson(SSD) - 2022 Q2 - Quarterly Report
2022-08-09 16:00
[Part I - Financial Information](index=3&type=section&id=Part%20I%20-%20Financial%20Information) This section presents the company's financial statements, management's analysis, market risk exposures, and internal control effectiveness [Financial Statements](index=4&type=section&id=Item%201%20-%20Financial%20Statements) The financial statements show substantial growth in assets, liabilities, and revenue, primarily due to the ETANCO acquisition [Condensed Consolidated Financial Statements](index=4&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the company's balance sheet, income statement, and cash flow highlights for the reporting period Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2022 | December 31, 2021 | Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | **$2,485,468** | **$1,484,125** | **+67.5%** | **ETANCO acquisition** | | Goodwill | $492,338 | $134,022 | +267.4% | Acquisition-related goodwill | | Intangible assets, net | $357,698 | $26,269 | +1261.9% | Acquisition-related intangibles | | Inventories | $539,844 | $443,756 | +21.7% | ETANCO inventory & higher costs | | **Total Liabilities** | **$1,200,830** | **$300,127** | **+300.1%** | **New debt for acquisition** | | Long term debt, net | $665,449 | $— | N/A | Debt incurred for ETANCO acquisition | Condensed Consolidated Statement of Earnings Highlights (in thousands) | Metric | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $1,086,802 | $757,922 | +43.4% | | Gross Profit | $496,114 | $358,727 | +38.3% | | Gross Margin | 45.6% | 47.3% | -170 bps | | Income from Operations | $257,514 | $170,112 | +51.4% | | Net Income | $188,145 | $122,872 | +53.1% | | Diluted EPS | $4.34 | $2.82 | +53.9% | Condensed Consolidated Statement of Cash Flows Highlights (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $138,451 | $81,632 | | Net cash used in investing activities | ($833,552) | ($26,214) | | Net cash provided by (used in) financing activities | $631,531 | ($25,603) | | Net decrease in cash | ($55,021) | $31,157 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Detailed notes provide context on the ETANCO acquisition, segment performance, and financing arrangements - On April 1, 2022, the Company acquired ETANCO for a total purchase consideration of **$805.4 million**, net of cash acquired. For the period from acquisition to June 30, 2022, ETANCO contributed **$80.3 million** in net sales and a net loss of **$2.0 million**, which includes costs for fair-value inventory adjustments and amortization[44](index=44&type=chunk)[46](index=46&type=chunk) Preliminary Purchase Price Allocation for ETANCO (in thousands) | Assets Acquired & Liabilities Assumed | Amount | | :--- | :--- | | Goodwill | $376,908 | | Intangible assets, net | $358,761 | | Inventory | $102,608 | | Property and equipment, net | $87,156 | | Deferred income tax and other long-term liabilities | ($121,360) | | **Total purchase price** | **$824,405** | Net Sales by Product Group (in thousands) | Product Group | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Wood construction products | $950,191 | $657,365 | | Concrete construction products | $136,185 | $99,828 | | **Total** | **$1,086,802** | **$757,922** | Segment Performance - Six Months Ended June 30 (in thousands) | Segment | Net Sales 2022 | Net Sales 2021 | Income from Ops 2022 | Income from Ops 2021 | | :--- | :--- | :--- | :--- | :--- | | North America | $895,140 | $651,120 | $273,064 | $174,215 | | Europe | $184,689 | $100,734 | $4,189 | $8,164 | | Asia/Pacific | $6,973 | $6,068 | $664 | $628 | - To finance the ETANCO acquisition, the company entered into an Amended and Restated Credit Facility on March 30, 2022, consisting of a **$450.0 million** revolving line of credit and a **$450.0 million** term loan. The company borrowed **$250.0 million** from the revolver and the full **$450.0 million** from the term loan[90](index=90&type=chunk) [Management's Discussion and Analysis (MD&A)](index=27&type=section&id=Item%202%20-%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, strategic initiatives, and future outlook, emphasizing the ETANCO acquisition's impact [Overview and Strategic Initiatives](index=28&type=section&id=Overview%20and%20Strategic%20Initiatives) This section outlines the company's strategic focus, including the ETANCO acquisition and key growth initiatives - The acquisition of ETANCO for **$805.4 million** is a key strategic development, expected to expand the company's European market presence and product portfolio. The company anticipates realizing approximately **$30.0 million** in annual run-rate operating income synergies from the integration[116](index=116&type=chunk)[117](index=117&type=chunk) - The company is executing on key growth initiatives announced in March 2021, focusing on organic growth in markets such as original equipment manufacturers (OEM), repair/remodel, mass timber, concrete, and structural steel[119](index=119&type=chunk) - Recent strategic actions include realigning sales teams to five end-use markets, investing in a home building technology venture fund, and forming alliances with Hundegger USA and Structural Technologies to enhance offerings in mass timber and concrete strengthening solutions[122](index=122&type=chunk)[126](index=126&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) This section details the consolidated and segment-specific financial performance for the current reporting periods Consolidated Results - Q2 2022 vs. Q2 2021 (in thousands) | Metric | Q2 2022 | Q2 2021 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $593,232 | $410,281 | +44.6% | | Gross Profit | $259,333 | $196,446 | +32.0% | | Gross Margin | 43.7% | 47.9% | -420 bps | | Income from Operations | $133,076 | $101,728 | +30.8% | | Net Income | $93,570 | $72,483 | +29.1% | - **North America (Q2):** Net sales grew **30.2%** to **$456.4 million**, primarily due to price increases offsetting rising material costs, on relatively flat volumes. Gross margin decreased to **48.0%** from **49.9%** due to higher material costs[143](index=143&type=chunk)[147](index=147&type=chunk) - **Europe (Q2):** Net sales surged **136.1%** to **$133.2 million**, driven by the ETANCO acquisition (**$80.3 million** in sales). Gross margin fell to **29.3%** from **36.0%**, impacted by a **$9.2 million** inventory fair-value adjustment from the acquisition. The segment reported an operating loss due to **$19.3 million** in acquisition-related costs (inventory adjustment, amortization, integration costs)[131](index=131&type=chunk)[148](index=148&type=chunk) Consolidated Results - Six Months 2022 vs. 2021 (in thousands) | Metric | H1 2022 | H1 2021 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $1,086,802 | $757,922 | +43.4% | | Gross Profit | $496,114 | $358,727 | +38.3% | | Gross Margin | 45.6% | 47.3% | -170 bps | | Income from Operations | $257,514 | $170,112 | +51.4% | | Net Income | $188,145 | $122,872 | +53.1% | [Business Outlook](index=31&type=section&id=Business%20Outlook) This section provides the company's updated financial projections and key assumptions for the full year 2022 Updated Full-Year 2022 Financial Outlook | Metric | Outlook | | :--- | :--- | | Operating Margin | 19.0% to 21.0% | | Interest Expense | Approx. $10.4 million | | Effective Tax Rate | 25.5% to 26.5% | | Capital Expenditures | $80.0 million to $90.0 million | [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash flow, financing activities, and capital allocation strategies - The company's primary uses of capital include operations, working capital, capital expenditures, dividends, and stock repurchases. The acquisition of ETANCO was financed with cash on hand and borrowings of **$700 million** under a new credit facility[165](index=165&type=chunk)[171](index=171&type=chunk) Cash Flow Summary - Six Months Ended June 30 (in thousands) | Activity | 2022 | 2021 | | :--- | :--- | :--- | | Cash from Operations | $138,451 | $81,632 | | Cash from Investing | ($833,552) | ($26,214) | | Cash from Financing | $631,531 | ($25,603) | - During the first six months of 2022, the company used **$46.3 million** to repurchase **455,030 shares** of common stock and paid **$21.6 million** in dividends[171](index=171&type=chunk) - Following the ETANCO acquisition, the company has revised its capital return target from **50%** of free cash flow to **35%**[173](index=173&type=chunk) [Market Risk Disclosures](index=39&type=section&id=Item%203%20-%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces market risks from foreign exchange rates, interest rates, and commodity price fluctuations - **Foreign Exchange Risk:** The company has exposure from international operations and purchases from foreign vendors. It uses foreign currency forward contracts to hedge some transactional exposures[176](index=176&type=chunk)[177](index=177&type=chunk) - **Interest Rate Risk:** Exposure results from **$694.4 million** in outstanding variable-rate debt under the new credit agreement. The company uses interest rate swap agreements to convert this to a fixed rate, mitigating cash flow variability[178](index=178&type=chunk)[179](index=179&type=chunk) - **Commodity Price Risk:** The company is exposed to fluctuations in the price of steel, a significant raw material. It does not use derivatives to hedge this risk and relies on price increases to mitigate cost pressures, which may not always be successful[180](index=180&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204%20-%20Controls%20and%20Procedures) Management confirmed the effectiveness of disclosure controls, with ETANCO's integration into internal controls ongoing - The CEO and CFO concluded that as of June 30, 2022, the company's disclosure controls and procedures were effective[181](index=181&type=chunk) - Due to the acquisition of ETANCO on April 1, 2022, the company is integrating its operations. As permitted by SEC guidelines, management will exclude ETANCO from its assessment of internal control over financial reporting for the year 2022[184](index=184&type=chunk) [Part II - Other Information](index=40&type=section&id=Part%20II%20-%20Other%20Information) This section covers legal proceedings, risk factors, share repurchases, and a list of filed exhibits [Legal Proceedings](index=40&type=section&id=Item%201%20-%20Legal%20Proceedings) The company is involved in routine legal proceedings, none of which are expected to have a material adverse effect - The Company is not currently a party to any legal proceedings that it expects, individually or in the aggregate, to have a material adverse effect on its financial condition or results of operations[186](index=186&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A%20-%20Risk%20Factors) No material changes to risk factors have been identified since the last Annual Report on Form 10-K - No material changes to risk factors have been identified since the last Annual Report on Form 10-K[188](index=188&type=chunk) [Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202%20-%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased **260,285 shares** in Q2 2022, with **$53.7 million** remaining under authorization Common Stock Repurchases - Q2 2022 | Period | Total Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Program | Approx. Dollar Value Remaining in Program | | :--- | :--- | :--- | :--- | :--- | | April 2022 | — | — | — | $78,719,058 | | May 2022 | 10 | $110.38 | — | $78,719,058 | | June 2022 | 260,285 | $96.05 | 260,285 | $53,719,063 | [Exhibits](index=42&type=section&id=Item%206%20-%20Exhibits) This section lists key exhibits filed with the Form 10-Q, including credit agreements and certifications - Key exhibits filed include the Amended and Restated Credit Agreement (10.1), the Securities Purchase Agreement for the ETANCO acquisition (10.2), and CEO/CFO certifications (31.1, 31.2)[195](index=195&type=chunk)
Simpson(SSD) - 2022 Q2 - Earnings Call Transcript
2022-07-26 02:52
Simpson Manufacturing Co., Inc. (NYSE:SSD) Q2 2022 Earnings Conference Call July 25, 2022 5:00 PM ET Company Participants Kim Orlando - ADDO Investor Relations Karen Colonias - CEO Brian Magstadt - CFO Conference Call Participants Daniel Moore - CJS Securities Timothy Wojs - Robert W. Baird Julio Romero - Sidoti & Co. Kurt Yinger - D.A. Davidson Operator Greetings. Welcome to Simpson Manufacturing Co. Inc. Second Quarter 2022 Earnings Conference Call. At this time, all participants are in a listen-only mode ...
Simpson(SSD) - 2022 Q1 - Quarterly Report
2022-05-05 16:00
Financial Performance - Net sales for the three months ended March 31, 2022, were $493,570,000, representing a 42% increase from $347,642,000 in the same period of 2021[12] - Gross profit for the same period was $236,781,000, up 46% from $162,282,000 year-over-year[12] - Net income increased to $94,576,000 for Q1 2022, compared to $50,387,000 in Q1 2021, marking an 88% growth[12] - Operating income for Q1 2022 was $124.44 million, compared to $68.38 million in Q1 2021, reflecting a significant operational improvement[76] - For the three months ended March 31, 2022, net income available to common stockholders was $94.6 million, compared to $50.4 million for the same period in 2021, representing an increase of 87.5%[40] - Basic net income per common share for Q1 2022 was $2.19, up from $1.16 in Q1 2021, reflecting an increase of 88.8%[40] Assets and Liabilities - Total assets as of March 31, 2022, reached $2,280,350,000, a significant increase from $1,294,727,000 at the end of 2021[10] - The company reported total liabilities of $1,048,539,000 as of March 31, 2022, compared to $280,218,000 at the end of 2021[10] - Total current assets increased to $1.79 billion in Q1 2022 from $819.00 million in Q1 2021, reflecting a 118% growth[10] - The company has a total outstanding debt balance of $700 million as of March 31, 2022, with no outstanding balances reported in the previous year[69] Cash and Liquidity - Cash and cash equivalents rose to $984,372,000 by March 31, 2022, compared to $257,428,000 a year earlier, indicating a substantial liquidity improvement[10] - Cash flows from operating activities provided $44,679,000 in Q1 2022, compared to $17,833,000 in Q1 2021, showing improved operational efficiency[17] - Cash dividends declared per common share increased to $0.25 in Q1 2022 from $0.23 in Q1 2021[12] - A quarterly cash dividend of $0.26 per share was declared on May 4, 2022, estimated to total $11.2 million[80] Stock and Shareholder Returns - The company repurchased common stock worth $21,281,000 during the quarter, reflecting a commitment to returning value to shareholders[17] - The Company repurchased 194,745 shares of its common stock at an average price of $109.28 per share, totaling $21.3 million, with approximately $78.7 million remaining under the $100 million repurchase authorization[42] - Stock-based compensation expense for Q1 2022 was $4.9 million, down from $6.5 million in Q1 2021, indicating a decrease of 24.6%[43] Sales Breakdown - Wood construction products accounted for 88% of total net sales for the three months ended March 31, 2022, compared to 87% in the same period of 2021[36] - Concrete construction products represented 12% of total net sales for both the three months ended March 31, 2022, and 2021[36] - North America segment sales reached $438.73 million, a 46% increase from $300.56 million in Q1 2021[76] Inventory and Receivables - Trade accounts receivable increased to $327.1 million as of March 31, 2022, from $232.6 million at the end of 2021, representing a 40.5% increase[46] - Total inventories amounted to $443.4 million as of March 31, 2022, compared to $296.6 million in the previous year, reflecting a 49.4% increase[47] Acquisitions and Investments - The company acquired ETANCO for $800 million on April 1, 2022, to enhance its product offerings in the fastener market[81] - The Company entered into an Amended and Restated Credit Facility providing a 5-year revolving credit facility of $450 million and a term loan facility of $450 million, borrowing $250 million and $450 million respectively for the ETANCO acquisition[12] Other Financial Metrics - Research and development expenses for Q1 2022 were $15.87 million, a 9% increase from $14.59 million in Q1 2021[12] - The estimated future amortization of definite-lived intangible assets is projected to be $24.4 million over the coming years[58] - The Company reported a loss on cash flow hedging relationships of $9.4 million for the three months ended March 31, 2022[52]
Simpson(SSD) - 2022 Q1 - Earnings Call Transcript
2022-04-26 02:25
Simpson Manufacturing Co., Inc. (NYSE:SSD) Q1 2022 Earnings Conference Call April 25, 2022 5:00 PM ET Company Participants Kim Orlando - ADDO Investor Relations Karen Colonias - Chief Executive Officer Brian Magstadt - Chief Financial Officer and Treasurer Conference Call Participants Daniel Moore - CJS Securities Timothy Wojs - Robert W. Baird & Co Kurt Yinger - D.A. Davidson Julio Romero - Sidoti and Company Operator Greetings. And Welcome to Simpson Manufacturing Company Inc. First Quarter 2022 Earnings ...
Simpson(SSD) - 2021 Q4 - Annual Report
2022-02-27 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 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 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (925) 560-9000 Securit ...
Simpson(SSD) - 2021 Q4 - Earnings Call Presentation
2022-02-11 17:39
STRONG FOUNDATION. STRONGER FUTURE. Simpson Manufacturing Co., Inc. Investor Presentation January 2022 SIMPSON Manufacturing Safe Harbor This presentation 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 2 IE of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally can be identified by words such as "anticipate," "believe," "estimate," "expect," "i ...
Simpson(SSD) - 2021 Q4 - Earnings Call Transcript
2022-02-08 02:03
Simpson Manufacturing Co., Inc. (NYSE:SSD) Q4 2021 Earnings Conference Call February 7, 2022 5:00 PM ET Company Participants Kimberly Orlando - Managing Director of ADDO Investor Relations Karen Colonias - President and Chief Executive Officer Brian Magstadt - Chief Financial Officer and Treasurer Conference Call Participants Daniel Moore - CJS Securities, Inc. Joshua Chan - Robert W. Baird & Company, Inc. Kurt Yinger - D.A. Davidson & Co. Julio Romero - Sidoti & Company, LLC Operator Greetings. Welcome to ...
Simpson(SSD) - 2021 Q3 - Quarterly Report
2021-11-03 16:00
PART I — FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements, including balance sheets, statements of earnings, comprehensive income, stockholders' equity, and cash flows, with detailed accounting policy notes Condensed Consolidated Balance Sheets (in thousands) | ASSETS (in thousands) | Sep 30, 2021 | Sep 30, 2020 | Dec 31, 2020 | | :---------------------- | :----------- | :----------- | :----------- | | Cash and cash equivalents | $294,180 | $311,465 | $274,639 | | Trade accounts receivable, net | 236,535 | 226,447 | 165,128 | | Inventories | 385,512 | 260,054 | 283,742 | | Total current assets | 949,654 | 820,405 | 753,139 | | Property, plant and equipment, net | 255,547 | 246,472 | 255,184 | | Goodwill | 133,495 | 133,734 | 135,844 | | Total assets | $1,422,069 | $1,277,865 | $1,232,569 | | LIABILITIES AND STOCKHOLDERS' EQUITY (in thousands) | | | | | Trade accounts payable | $62,405 | $42,271 | $48,271 | | Total current liabilities | 245,477 | 191,161 | 194,061 | | Total liabilities | 299,066 | 317,065 | 251,626 | | Total stockholders' equity | 1,123,003 | 960,800 | 980,943 | | Total liabilities and stockholders' equity | $1,422,069 | $1,277,865 | $1,232,569 | Condensed Consolidated Statements of Earnings and Comprehensive Income (in thousands except per-share amounts) | (in thousands except per-share amounts) | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net sales | $396,738 | $364,304 | $1,154,661 | $974,048 | | Cost of sales | 198,706 | 191,061 | 597,901 | 521,339 | | Gross profit | 198,032 | 173,243 | 556,760 | 452,709 | | Total operating expenses | 97,417 | 81,972 | 286,141 | 240,013 | | Income from operations | 100,619 | 91,343 | 270,731 | 212,905 | | Net income | $73,778 | $67,057 | $196,650 | $157,362 | | Basic EPS | $1.70 | $1.54 | $4.54 | $3.60 | | Diluted EPS | $1.70 | $1.54 | $4.52 | $3.59 | | Cash dividends declared per common share | $0.25 | $0.23 | $0.73 | $0.69 | Condensed Consolidated Statements of Stockholders' Equity (in thousands) | (in thousands) | Balance at Dec 31, 2020 | Net income | Stock-based compensation | Repurchase of common stock | Cash dividends declared | Balance at Sep 30, 2021 | | :----------------------- | :---------------------- | :--------- | :----------------------- | :------------------------- | :---------------------- | :---------------------- | | Total Stockholders' Equity | $980,943 | $196,650 | $12,432 | $(24,125) | $(31,619) | $1,123,003 | Condensed Consolidated Statements of Cash Flows (in thousands) | (in thousands) | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :-------------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $122,098 | $129,618 | | Net cash used in investing activities | $(41,200) | $(21,554) | | Net cash used in financing activities | $(61,258) | $(26,153) | | Net increase in cash and cash equivalents | $19,541 | $81,255 | | Cash and cash equivalents at end of period | $294,180 | $311,465 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [Note 1. Basis of Presentation](index=9&type=section&id=Note%201.%20Basis%20of%20Presentation) This note details accounting policies, including consolidation, revenue recognition, stock-based compensation, and the non-material impact of LIBOR transition - The company's unaudited interim financial statements adhere to GAAP, relying on management estimates and assumptions, and do not forecast future periods[23](index=23&type=chunk)[25](index=25&type=chunk) - Revenue is typically recognized upon shipment and transfer of control to the customer, usually at the F.O.B. shipping point[26](index=26&type=chunk) - The LIBOR transition to alternative reference rates is not anticipated to materially impact the company's consolidated operating results, financial position, or cash flow[36](index=36&type=chunk) [Note 2. Revenue from Contracts with Customers](index=12&type=section&id=Note%202.%20Revenue%20from%20Contracts%20with%20Customers) This note disaggregates revenue by Wood Construction Products and Concrete Construction Products, clarifying customer acceptance criteria and the absence of contract assets or liabilities Revenue from Contracts with Customers by Product Group | Product Group | 9 Months Ended Sep 30, 2021 Sales % | 9 Months Ended Sep 30, 2020 Sales % | | :-------------------------- | :------------------------------------ | :------------------------------------ | | Wood Construction Products | 86% | 86% | | Concrete Construction Products | 14% | 14% | - As of September 30, 2021, the company had no contract assets or contract liabilities from contracts with customers[42](index=42&type=chunk) [Note 3. Net Income Per Share](index=13&type=section&id=Note%203.%20Net%20Income%20Per%20Share) This note reconciles basic and diluted net income per common share for the three and nine months ended September 30, 2021 and 2020 Net Income Per Share (in thousands, except per share amounts) | (in thousands, except per share amounts) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income available to common stockholders | $73,778 | $67,057 | $196,650 | $157,362 | | Basic weighted-average shares outstanding | 43,276 | 43,474 | 43,287 | 43,683 | | Diluted weighted-average shares outstanding | 43,485 | 43,683 | 43,500 | 43,873 | | Basic Net income per common share | $1.70 | $1.54 | $4.54 | $3.60 | | Diluted Net income per common share | $1.70 | $1.54 | $4.52 | $3.59 | [Note 4. Stockholders' Equity](index=13&type=section&id=Note%204.%20Stockholders%27%20Equity) This note details treasury shares held and share repurchase activities during the nine months ended September 30, 2021, including remaining authorization - As of September 30, 2021, the company held **373,034 shares** of its common stock as treasury shares[45](index=45&type=chunk) - During the nine months ended September 30, 2021, the company repurchased **222,060 shares** for **$24.1 million** at an average of **$108.64 per share**[46](index=46&type=chunk) - Approximately **$75.9 million** remains available for repurchase under the **$100 million** share repurchase authorization, which expires at the end of 2021[46](index=46&type=chunk) [Note 5. Stock-Based Compensation](index=13&type=section&id=Note%205.%20Stock-Based%20Compensation) This note outlines recognized stock-based compensation expense, types of restricted stock units (RSUs) granted, and aggregate unamortized compensation expense Stock-Based Compensation Expense (in millions) | Stock-Based Compensation Expense (in millions) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--------------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total Expense | $2.6 | $4.0 | $12.4 | $9.5 | - During the nine months ended September 30, 2021, the company granted **133,717 RSUs** to employees at an estimated weighted average fair value of **$100.93 per share**[48](index=48&type=chunk) - As of September 30, 2021, the aggregate unamortized stock compensation expense was approximately **$20.3 million**, expected to be recognized over a weighted-average period of **2.3 years**[50](index=50&type=chunk) [Note 6. Trade Accounts Receivable, Net](index=14&type=section&id=Note%206.%20Trade%20Accounts%20Receivable%2C%20Net) This note provides a detailed breakdown of trade accounts receivable, net of allowances for doubtful accounts and sales discounts and returns, as of the specified dates Trade Accounts Receivable, Net (in thousands) | (in thousands) | At Sep 30, 2021 | At Sep 30, 2020 | At Dec 31, 2020 | | :------------------------------ | :-------------- | :-------------- | :-------------- | | Trade accounts receivable | $241,955 | $231,559 | $170,001 | | Allowance for doubtful accounts | (1,670) | (2,032) | (2,110) | | Allowance for sales discounts and returns | (3,750) | (3,080) | (2,763) | | **Total** | **$236,535** | **$226,447** | **$165,128** | [Note 7. Inventories](index=14&type=section&id=Note%207.%20Inventories) This note details the composition of the company's inventories, categorized into raw materials, in-process products, and finished products, as of the specified dates Inventories (in thousands) | (in thousands) | At Sep 30, 2021 | At Sep 30, 2020 | At Dec 31, 2020 | | :---------------- | :-------------- | :-------------- | :-------------- | | Raw materials | $149,488 | $100,198 | $95,777 | | In-process products | 28,399 | 21,533 | 21,803 | | Finished products | 207,625 | 138,323 | 166,162 | | **Total** | **$385,512** | **$260,054** | **$283,742** | [Note 8. Derivative Instruments](index=14&type=section&id=Note%208.%20Derivative%20Instruments) This note describes the company's use of short-term foreign currency forward contracts to hedge foreign exchange rate risk, primarily for the Chinese Yuan, and their accounting treatment - The company uses short-term foreign currency forward contracts to hedge currency exposures associated with cash flows denominated in non-functional currencies, primarily the Chinese Yuan (CNY)[53](index=53&type=chunk)[54](index=54&type=chunk) - As of September 30, 2021, the aggregate notional amount of outstanding foreign currency derivative contracts was to buy **CNY 14.1 million** by selling **$2.0 million**[54](index=54&type=chunk) - For the nine months ended September 30, 2021, gains of **$0.4 million** on these contracts were recognized as a reduction of cost of sales[55](index=55&type=chunk) [Note 9. Property, Plant and Equipment, Net](index=15&type=section&id=Note%209.%20Property%2C%20Plant%20and%20Equipment%2C%20Net) This note provides a breakdown of the company's property, plant, and equipment, net of accumulated depreciation and amortization, including land, buildings, machinery, and capital projects in progress Property, Plant and Equipment, Net (in thousands) | (in thousands) | At Sep 30, 2021 | At Sep 30, 2020 | At Dec 31, 2020 | | :-------------------------------- | :-------------- | :-------------- | :-------------- | | Land | $28,232 | $28,287 | $28,553 | | Buildings and site improvements | 201,730 | 201,020 | 203,421 | | Machinery, equipment, and software | 396,201 | 363,187 | 372,923 | | Less accumulated depreciation and amortization | (400,981) | (369,655) | (377,460) | | Capital projects in progress | 24,409 | 17,934 | 20,656 | | **Total** | **$255,547** | **$246,472** | **$255,184** | [Note 10. Goodwill and Intangible Assets, Net](index=15&type=section&id=Note%2010.%20Goodwill%20and%20Intangible%20Assets%2C%20Net) This note details goodwill carrying amounts by geographic segment and intangible assets, net of amortization, including amortization expense and future schedule Goodwill by Segment (in thousands) | Goodwill (in thousands) | At Sep 30, 2021 | At Sep 30, 2020 | At Dec 31, 2020 | | :---------------------- | :-------------- | :-------------- | :-------------- | | North America | $96,306 | $96,161 | $96,311 | | Europe | 35,816 | 36,215 | 38,059 | | Asia/Pacific | 1,373 | 1,358 | 1,474 | | **Total** | **$133,495** | **$133,734** | **$135,844** | Intangible Assets, Net (in thousands) | Intangible Assets, Net (in thousands) | At Sep 30, 2021 | At Sep 30, 2020 | At Dec 31, 2020 | | :------------------------------------ | :-------------- | :-------------- | :-------------- | | Net Carrying Amount | $22,077 | $20,964 | $26,800 | - Amortization expense of definite-lived intangible assets was **$5.0 million** for the nine months ended September 30, 2021, with a weighted-average amortization period of **6.3 years**[59](index=59&type=chunk) [Note 11. Leases](index=17&type=section&id=Note%2011.%20Leases) This note summarizes the company's operating and finance leases, including right-of-use assets, lease liabilities, expense components, cash flow, and maturity schedule Operating Leases (in thousands) | Operating Leases (in thousands) | At Sep 30, 2021 | At Sep 30, 2020 | At Dec 31, 2020 | | :------------------------------ | :-------------- | :-------------- | :-------------- | | Operating lease right-of-use assets | $41,513 | $41,453 | $45,792 | | Total operating lease liabilities | $41,912 | $41,797 | $46,342 | Lease Expense (in thousands) | Lease Expense (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Operating lease cost | $2,958 | $2,736 | $8,570 | $7,708 | | Total finance lease cost | $2 | $225 | $217 | $682 | - As of September 30, 2021, the weighted-average remaining operating lease term was **6.77 years** with a weighted-average discount rate of **5.26%**[66](index=66&type=chunk) [Note 12. Debt](index=19&type=section&id=Note%2012.%20Debt) This note describes the company's $300.0 million unsecured revolving credit facility, its maturity, and confirms compliance with financial covenants and debt-free status as of September 30, 2021 - The company has a **$300.0 million** unsecured revolving credit facility with Wells Fargo Bank, maturing on July 12, 2026[67](index=67&type=chunk) - As of September 30, 2021, the full **$300 million** under the Credit Facility was available for borrowing, and the company remained debt-free[67](index=67&type=chunk)[132](index=132&type=chunk) - The company was in compliance with its financial covenants under the Credit Facility as of September 30, 2021[68](index=68&type=chunk) [Note 13. Commitments and Contingencies](index=19&type=section&id=Note%2013.%20Commitments%20and%20Contingencies) This note outlines the company's environmental liability policy and discusses legal proceedings, including the Gentry Homes case resolution, without expecting material adverse financial effects - The company accrues for environmental liabilities when probable and estimable, and does not believe such matters will have a material adverse effect on its financial condition, cash flows, or results of operations[69](index=69&type=chunk) - The Gentry Homes, Ltd. v. Simpson Strong-Tie Company Inc. case was resolved via a written settlement agreement without adjudication or admission of liability, incurring no uninsured liability[72](index=72&type=chunk) - The company does not expect any current legal proceedings to have a material adverse effect on its financial condition, cash flows, or results of operations[156](index=156&type=chunk) [Note 14. Segment Information](index=21&type=section&id=Note%2014.%20Segment%20Information) This note provides financial performance metrics for the company's three reporting segments (North America, Europe, and Asia/Pacific) and disaggregates sales by product group Net Sales by Segment (in thousands) | Net Sales by Segment (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | North America | $338,591 | $316,902 | $989,711 | $852,759 | | Europe | $54,832 | $44,766 | $155,567 | $114,877 | | Asia/Pacific | $3,315 | $2,636 | $9,383 | $6,412 | | **Total** | **$396,738** | **$364,304** | **$1,154,661** | **$974,048** | Income (Loss) from Operations by Segment (in thousands) | Income (Loss) from Operations by Segment (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | North America | $96,954 | $87,378 | $261,487 | $213,135 | | Europe | $7,517 | $6,074 | $15,681 | $7,100 | | Asia/Pacific | $313 | $519 | $941 | $(160) | | Administrative and all other | $(4,165) | $(2,628) | $(7,378) | $(7,170) | | **Total** | **$100,619** | **$91,343** | **$270,731** | **$212,905** | Sales by Product Group (in thousands) | Sales by Product Group (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Wood construction products | $338,896 | $311,167 | $996,261 | $834,411 | | Concrete construction products | $57,589 | $52,983 | $157,417 | $139,299 | | Other | $253 | $154 | $983 | $338 | | **Total** | **$396,738** | **$364,304** | **$1,154,661** | **$974,048** | [Note 15. Subsequent Events](index=22&type=section&id=Note%2015.%20Subsequent%20Events) This note reports a subsequent event where the Board of Directors declared a quarterly cash dividend after the reporting period - On October 19, 2021, the Board of Directors declared a quarterly cash dividend of **$0.25 per share**, estimated to be **$10.8 million** in total, payable on January 27, 2022[78](index=78&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, including business overview, growth initiatives, COVID-19 impact, performance factors, segment results, business outlook, and liquidity [Overview](index=24&type=section&id=Overview) This overview introduces the company's business segments, key growth initiatives in wood and concrete products, and five-year ambitions, addressing ongoing COVID-19 impact management - The company designs, manufactures, and sells high-quality building construction products across North America, Europe, and Asia/Pacific segments[86](index=86&type=chunk) - Key growth initiatives focus on expanding into new markets within wood and concrete products, including OEM, repair & remodel/DIY, mass timber, concrete, and structural steel[87](index=87&type=chunk)[88](index=88&type=chunk) - The company's five-year ambitions include strengthening its values-based culture, being a business partner of choice, innovative leadership, above-market growth relative to U.S. housing starts, and remaining in the top quartile for operating income margins and return on invested capital[91](index=91&type=chunk) - Despite the ongoing COVID-19 pandemic, the company has not experienced significant disruptions within its supply chain and continues to meet customer needs[90](index=90&type=chunk)[92](index=92&type=chunk) [Factors Affecting Our Results of Operations](index=25&type=section&id=Factors%20Affecting%20Our%20Results%20of%20Operations) This section discusses key factors influencing financial performance, including construction market cyclicality, seasonality, weather, political/economic events, volatile raw material costs (especially steel), and product transportation challenges - The company's business is significantly dependent on United States housing starts and residential construction activity, with sales tending to be seasonal and lower in the first and fourth quarters[94](index=94&type=chunk)[97](index=97&type=chunk) - Rising material input and product logistics costs are being monitored, with increased selling prices expected to be offset by higher material costs, sourcing complications, and a tight labor market, potentially affecting operating margins[94](index=94&type=chunk)[95](index=95&type=chunk) - Operations are exposed to risks from a volatile steel market, stressed product transportation systems, and the impact of pandemics like COVID-19[97](index=97&type=chunk)[98](index=98&type=chunk) [Business Segment Information](index=25&type=section&id=Business%20Segment%20Information) This section overviews North America, Europe, and Asia/Pacific segment performance, detailing sales growth drivers, gross margin trends, and the impact of rising raw material costs, particularly steel, on future margins - North America's wood and concrete construction product sales increased **8.9%** and **8.7%** respectively for Q3 2021, primarily due to product price increases, partly offset by decreased sales volumes in the home center channel[99](index=99&type=chunk) - Europe sales increased due to higher sales volumes and positive foreign currency translation, with wood construction product sales up **24.7%** for Q3 2021[100](index=100&type=chunk) - The company anticipates significant gross margin and operating margin compression in fiscal year 2022 as higher priced raw materials and rising average cost of steel on hand offset 2021 price increases[102](index=102&type=chunk) [Business Outlook](index=26&type=section&id=Business%20Outlook) This section provides the company's updated fiscal year 2021 outlook, reflecting actual third-quarter results and current expectations regarding raw material input costs and demand trends Fiscal Year 2021 Outlook | Metric | Fiscal Year 2021 Outlook | | :-------------------- | :----------------------- | | Operating margin | 20.0% to 22.0% | | Effective tax rate | 25.0% to 26.0% | | Capital expenditures | $55 million to $60 million | - The company expects its operating margin for the full year of 2022 to decline by approximately **400 to 500 basis points** year-over-year due to anticipated higher raw material costs[102](index=102&type=chunk)[147](index=147&type=chunk) [Results of Operations for the Three Months Ended September 30, 2021, Compared with the Three Months Ended September 30, 2020](index=26&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20September%2030%2C%202021%2C%20Compared%20with%20the%20Three%20Months%20Ended%20September%2030%2C%202020) This section details the company's consolidated financial performance for the third quarter of 2021 compared to the same period in 2020, highlighting increases in net sales, gross profit, and operating expenses, and their primary drivers Financial Performance (3 Months Ended Sep 30, 2021 vs 2020) | Metric (in thousands except EPS) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | Change (%) | | :------------------------------- | :-------------------------- | :-------------------------- | :--------- | | Net sales | $396,738 | $364,304 | 8.9% | | Gross profit | $198,032 | $173,243 | 14.3% | | Gross margin | 49.9% | 47.6% | +2.3 pp | | Total operating expenses | $97,417 | $81,972 | 18.8% | | Income from operations | $100,619 | $91,343 | 10.2% | | Net income | $73,778 | $67,057 | 10.0% | | Diluted EPS | $1.70 | $1.54 | 10.4% | - Net sales increased **8.9%** primarily due to the implementation of product price increases and a marginal increase in sales volume[105](index=105&type=chunk) - Gross profit increased **14.3%**, with gross margins rising to **49.9%** from **47.6%**, mainly driven by product price increases partially offset by marginal increases in average material costs[106](index=106&type=chunk) - Operating expenses (R&D, Selling, G&A) increased across the board, primarily due to higher personnel costs, professional fees, and travel-related expenses[107](index=107&type=chunk)[108](index=108&type=chunk) [Results of Operations for the Nine Months Ended September 30, 2021, Compared with the Nine Months Ended September 30, 2020](index=28&type=section&id=Results%20of%20Operations%20for%20the%20Nine%20Months%20Ended%20September%2030%2C%202021%2C%20Compared%20with%20the%20Nine%20Months%20Ended%20September%2030%2C%202020) This section provides a comprehensive comparison of the company's financial performance for the first nine months of 2021 against the same period in 2020, detailing significant increases in net sales, gross profit, and net income, driven by sales volumes and price increases Financial Performance (9 Months Ended Sep 30, 2021 vs 2020) | Metric (in thousands except EPS) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | Change (%) | | :------------------------------- | :-------------------------- | :-------------------------- | :--------- | | Net sales | $1,154,661 | $974,048 | 18.5% | | Gross profit | $556,760 | $452,709 | 23.0% | | Gross margin | 48.2% | 46.5% | +1.7 pp | | Total operating expenses | $286,141 | $240,013 | 19.2% | | Income from operations | $270,731 | $212,905 | 27.1% | | Net income | $196,650 | $157,362 | 25.0% | | Diluted EPS | $4.52 | $3.59 | 25.9% | - Net sales increased **18.5%** due to increases in sales volumes across most distribution channels and product price increases implemented during the period[119](index=119&type=chunk)[128](index=128&type=chunk) - Gross profit increased **23.0%**, with gross margins rising to **48.2%** from **46.5%**, primarily due to product price increases and lower labor/factory expenses, partly offset by higher material, warehouse, and shipping costs[120](index=120&type=chunk)[132](index=132&type=chunk) - Operating expenses increased across R&D, Selling, and G&A, mainly driven by higher personnel costs, professional fees, patent/code approval costs, and software development expenses[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) [Effect of New Accounting Standards](index=32&type=section&id=Effect%20of%20New%20Accounting%20Standards) This section refers to Note 1 for information regarding the effect of new accounting standards [Liquidity and Sources of Capital](index=32&type=section&id=Liquidity%20and%20Sources%20of%20Capital) This section discusses the company's liquidity position, including credit facilities, cash and cash equivalents, principal uses of capital, and the change in capital return threshold - The company's **$300.0 million** unsecured revolving credit facility was amended to extend its term to July 12, 2026, and was fully available with no outstanding debt as of September 30, 2021[132](index=132&type=chunk) Selected Financial Information (in thousands) | Selected Financial Information (in thousands) | At Sep 30, 2021 | At Dec 31, 2020 | At Sep 30, 2020 | | :------------------------------------------ | :-------------- | :-------------- | :-------------- | | Cash and cash equivalents | $294,180 | $274,639 | $311,465 | | Working capital less cash and cash equivalents | $409,997 | $284,439 | $317,779 | Cash Flow Indicators (in thousands) | Cash Flow Indicators (in thousands) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :---------------------------------- | :-------------------------- | :-------------------------- | | Net cash provided by operating activities | $122,098 | $129,618 | | Net cash used in investing activities | $(41,200) | $(21,554) | | Net cash used in financing activities | $(61,258) | $(26,153) | - Capital expenditures for 2021 are estimated to be in the range of **$50 million to $60 million**, primarily for safety, equipment replacement, and productivity improvements[137](index=137&type=chunk) - The Board approved changing the capital return threshold from **50% of cash flow from operations** to **50% of free cash flow**[139](index=139&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section discusses the company's exposure to various market risks, including foreign exchange risk, interest rate risk, and commodity price risk, particularly concerning steel, and their potential impact on operating margins - The company is exposed to foreign exchange rate risk in its international operations and purchases from foreign vendors, which it manages through foreign currency forward contracts for forecasted transactions[143](index=143&type=chunk)[144](index=144&type=chunk) - Primary interest rate risk stems from variable rates on its Credit Facility, but the company was debt-free as of September 30, 2021[146](index=146&type=chunk) - The company is exposed to commodity price risk related to steel purchases, with steel costs increasing in 2021 due to a worldwide shortage, and anticipates a **400-500 basis point** decline in 2022 operating margins if higher steel prices are not mitigated[147](index=147&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures as of September 30, 2021, and discusses the ongoing ERP system (SAP) implementation and its expected impact on internal controls over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2021[148](index=148&type=chunk)[149](index=149&type=chunk) - The company is implementing a fully integrated ERP platform (SAP), which is causing changes to processes and internal controls but is expected to strengthen financial controls by automating and standardizing business processes[151](index=151&type=chunk)[152](index=152&type=chunk) - There were no material changes in internal control over financial reporting during the three months ended September 30, 2021[153](index=153&type=chunk) PART II — OTHER INFORMATION [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) This section states that the company is involved in various legal proceedings arising in the normal course of business but does not expect any to have a material adverse effect on its financial condition, cash flows, or results of operations - The company is involved in various legal proceedings related to product failures and information inaccuracies but does not expect any to have a material adverse effect on its financial condition, cash flows, or results of operations[155](index=155&type=chunk)[156](index=156&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) This section states that there have been no material changes to the risk factors previously reported in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, nor have any new risk factors been identified - No material changes to risk factors or new risk factors identified since the filing of the Annual Report on Form 10-K for the year ended December 31, 2020[154](index=154&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section provides a table detailing the monthly repurchases of the company's common stock during the third quarter of 2021 under its publicly announced share repurchase authorization Common Stock Repurchases | Period | Total Number of Shares Purchased | Average Price Paid per Share | Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs | | :------------------------ | :----------------------------- | :--------------------------- | :--------------------------------------------------------------------------------- | | July 1 - July 31, 2021 | 183,965 | $109.44 | $80,000,041 | | August 1 - August 31, 2021 | — | — | $80,000,041 | | September 1 - September 30, 2021 | 39,308 | $104.95 | $75,874,723 | | **Total** | **223,273** | | | - Share repurchases were conducted under a **$100.0 million** authorization publicly announced on December 16, 2020, scheduled to expire on December 31, 2021[158](index=158&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities[159](index=159&type=chunk) [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[161](index=161&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) This section indicates that there is no other information to report - No other information to report[163](index=163&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section provides an index of exhibits filed with the report, including certifications from the CEO and CFO, and XBRL documents - The exhibit index includes certifications (CEO, CFO), XBRL Instance Document, and various XBRL Taxonomy Linkbase Documents[166](index=166&type=chunk)