UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended: September 30, 2000 ------------------ 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: 0-23804 ------- Simpson Manufacturing Co., Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 94-3196943 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4120 Dublin Boulevard, Suite 400, Dublin, CA 94568 ------------------------------------------------------ (Address of principal executive offices) (Registrant's telephone number, including area code): (925)560-9000 ------------ 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 X No --- --- The number of shares of the Registrant's Common Stock outstanding as of September 30, 2000: 12,017,860 ---------- PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS September 30, ---------------------------- (Unaudited) December 31, 2000 1999 1999 ------------ ------------ ------------ ASSETS Current assets Cash and cash equivalents $ 62,849,064 $ 44,174,362 $ 54,509,610 Trade accounts receivable, net 52,136,543 50,461,040 42,420,223 Inventories 80,284,287 68,867,778 72,751,245 Deferred income taxes 5,104,209 4,400,358 4,745,534 Other current assets 2,727,747 1,505,336 1,323,215 ------------ ------------ ------------ Total current assets 203,101,850 169,408,874 175,749,827 Property, plant and equipment, net 59,905,593 60,024,345 61,143,524 Investments 365,223 385,264 374,455 Other noncurrent assets 14,306,254 10,452,557 9,986,187 ------------ ------------ ------------ Total assets $277,678,920 $240,271,040 $247,253,993 ============ ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Notes payable and current portion of long-term debt $ 332,563 $ 300,000 $ 349,541 Trade accounts payable 14,167,506 14,637,458 12,780,621 Accrued liabilities 8,129,591 7,622,273 7,819,155 Income taxes payable 947,010 3,469,005 3,362,254 Accrued profit sharing trust contributions 3,065,667 2,696,669 3,504,286 Accrued cash profit sharing and commissions 6,518,992 5,973,646 4,531,861 Accrued workers' compensation 1,395,764 1,145,764 1,345,764 ------------ ------------ ------------ Total current liabilities 34,557,093 35,844,815 33,693,482 Long-term debt, net of current portion 2,219,512 2,584,345 2,414,562 Deferred income taxes and long-term liabilities 357,630 621,840 556,783 ------------ ------------ ------------ Total liabilities 37,134,235 39,051,000 36,664,827 ------------ ------------ ------------ Minority interest in consolidated subsidiaries 1,035,155 - - ------------ ------------ ------------ Commitments and contingencies (Notes 5 and 6) Stockholders' equity Common stock 43,724,580 44,655,797 44,716,488 Retained earnings 198,522,710 156,827,894 166,457,600 Accumulated other comprehensive income (2,737,760) (263,651) (584,922) ------------ ------------ ------------ Total stockholders' equity 239,509,530 201,220,040 210,589,166 ------------ ------------ ------------ Total liabilities and stockholders' equity $277,678,920 $240,271,040 $247,253,993 ============ ============ ============ The accompanying notes are an integral part of these condensed consolidated financial statements. Simpson Manufacturing Co., Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ---------------------------- ---------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Net sales $101,048,081 $ 88,807,636 $283,489,158 $247,221,970 Cost of sales 60,370,306 52,358,565 169,828,466 147,660,284 ------------ ------------ ------------ ------------ Gross profit 40,677,775 36,449,071 113,660,692 99,561,686 ------------ ------------ ------------ ------------ Operating expenses: Selling 9,806,039 8,123,050 28,087,648 24,062,580 General and administrative 12,655,445 10,278,192 34,950,828 28,399,663 ------------ ------------ ------------ ------------ 22,461,484 18,401,242 63,038,476 52,462,243 ------------ ------------ ------------ ------------ Income from operations 18,216,291 18,047,829 50,622,216 47,099,443 Interest income, net 826,865 476,698 2,094,049 1,080,243 ------------ ------------ ------------ ------------ Income before income taxes 19,043,156 18,524,527 52,716,265 48,179,686 Provision for income taxes 7,852,00 7,408,000 21,616,000 19,342,000 Minority interest (274,008) - (964,845) - ------------ ------------ ------------ ------------ Net income $ 11,465,164 $ 11,116,527 $ 32,065,110 $ 28,837,686 ============ ============ ============ ============ Net income per common share Basic $ 0.95 $ 0.93 $ 2.66 $ 2.45 Diluted $ 0.93 $ 0.90 $ 2.60 $ 2.36 Number of shares outstanding Basic 12,048,205 11,968,123 12,037,015 11,777,481 Diluted 12,335,196 12,311,909 12,311,193 12,218,050 Simpson Manufacturing Co., Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ---------------------------- ---------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Net income $ 11,465,164 $ 11,116,527 $ 32,065,110 $ 28,837,686 Other comprehensive income, net of tax: Foreign currency translation adjustments (940,509) 559,600 (2,152,838) 168,039 ------------ ------------ ------------ ------------ Comprehensive income $ 10,524,655 $ 11,676,127 $ 29,912,272 $ 29,005,725 ============ ============ ============ ============ The accompanying notes are an integral part of these condensed consolidated financial statements. Simpson Manufacturing Co., Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended September 30, ---------------------------- 2000 1999 ------------ ------------ Cash flows from operating activities Net income $ 32,065,110 $ 28,837,686 ------------ ------------ Adjustments to reconcile net income to net cash provided by operating activities: Gain on sale of capital equipment (86,032) (43,308) Depreciation and amortization 10,030,929 8,148,734 Minority interest (964,845) - Deferred income taxes and long-term liabilities (535,368) (560,068) Equity in income of affiliates (23,195) 107,273 Noncash compensation related to stock plans 196,875 119,800 Changes in operating assets and liabilities, net of effects of acquisitions: Trade accounts receivable (9,591,936) (16,371,918) Inventories (8,031,023) (11,708,181) Trade accounts payable 1,665,392 2,876,221 Income taxes payable (1,856,952) 8,275,688 Accrued profit sharing trust contributions (429,062) (476,693) Accrued cash profit sharing and commissions 1,987,432 1,953,840 Other current assets (1,460,413) (222,522) Accrued liabilities 445,164 2,030,982 Accrued workers' compensation 50,000 266,492 Other noncurrent assets (261,386) (1,619,970) ------------ ------------ Total adjustments (8,864,420) (7,223,630) ------------ ------------ Net cash provided by operating activities 23,200,690 21,614,056 ------------ ------------ Cash flows from investing activities Capital expenditures (8,120,242) (11,903,467) Asset acquisitions, net of cash acquired (4,620,151) (7,833,090) Proceeds from sale of equipment 183,368 260,476 ------------ ------------ Net cash used in investing activities (12,557,025) (19,476,081) ------------ ------------ Cash flows from financing activities Issuance of debt 143,545 202,040 Repayment of debt (331,441) (213,581) Buyback of common stock (2,314,305) - Issuance of common stock 580,137 4,540,085 ------------ ------------ Net cash provided by (used in) financing activities (1,922,064) 4,528,544 ------------ ------------ Effect of exchange rate changes on cash (382,147) 105,393 ------------ ------------ Net increase in cash and cash equivalents 8,339,454 6,771,912 Cash and cash equivalents at beginning of period 54,509,610 37,402,450 ------------ ------------ Cash and cash equivalents at end of period $ 62,849,064 $ 44,174,362 ============ ============ The accompanying notes are an integral part of these condensed consolidated financial statements. Simpson Manufacturing Co., Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 1. Basis of Presentation Interim Period Reporting The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and footnotes required by generally accepted accounting principles have been condensed or omitted. These interim statements should be read in conjunction with the consolidated financial statements and the notes thereto included in Simpson Manufacturing Co., Inc.'s (the "Company's") 1999 Annual Report on Form 10-K (the "1999 Annual Report"). 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 present fairly the financial information set forth therein, in accordance with generally accepted accounting principles. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. The Company's quarterly results may be subject to fluctuations. As a result, the Company believes the results of operations for the interim periods are not necessarily indicative of the results to be expected for any future period. Net Income Per Common Share Basic net income per common share is computed based upon the weighted average number of common shares outstanding. Common equivalent shares, 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 per share ("EPS") to diluted EPS: Three Months Ended Three Months Ended September 30, 2000 September 30, 1999 ---------------------------------- ---------------------------------- Per Per Income Shares Share Income Shares Share ------------ ------------ ------ ------------ ------------ ------ Basic EPS Income available to common stockholders $ 11,465,164 12,048,205 $ 0.95 $ 11,116,527 11,968,123 $ 0.93 Effect of Dilutive Securities Stock options - 286,991 (0.02) - 343,786 (0.03) ------------ ------------ ------ ------------ ------------ ------ Diluted EPS Income available to common stockholders $ 11,465,164 12,335,196 $ 0.93 $ 11,116,527 12,311,909 $ 0.90 ============ ============ ====== ============ ============ ====== Nine Months Ended Nine Months Ended September 30, 2000 September 30, 1999 ---------------------------------- ---------------------------------- Per Per Income Shares Share Income Shares Share ------------ ------------ ------ ------------ ------------ ------ Basic EPS Income available to common stockholders $ 32,065,110 12,037,015 $ 2.66 $ 28,837,686 11,777,481 $ 2.45 Effect of Dilutive Securities Stock options - 274,178 (0.06) - 440,569 (0.09) ------------ ------------ ------ ------------ ------------ ------ Diluted EPS Income available to common stockholders $ 32,065,110 12,311,193 $ 2.60 $ 28,837,686 12,218,050 $ 2.36 ============ ============ ====== ============ ============ ====== Reclassifications Certain prior period amounts have been reclassified to conform to the 2000 presentation with no effect on net income or retained earnings as previously reported. 2. Trade Accounts Receivable Trade accounts receivable consist of the following: At September 30, ---------------------------- (Unaudited) December 31, 2000 1999 1999 ------------ ------------ ------------ Trade accounts receivable $ 53,831,941 $ 52,066,509 $ 43,952,137 Allowance for doubtful accounts (1,212,388) (1,205,142) (1,203,147) Allowance for sales discounts (483,010) (400,327) (328,767) ------------ ------------ ------------ $ 52,136,543 $ 50,461,040 $ 42,420,223 ============ ============ ============ 3. Inventories The components of inventories consist of the following: At September 30, ---------------------------- (Unaudited) December 31, 2000 1999 1999 ------------ ------------ ------------ Raw materials $ 24,552,076 $ 20,807,497 $ 22,816,584 In-process products 8,607,644 7,368,534 7,593,038 Finished products 47,124,567 40,691,747 42,341,623 ------------ ------------ ------------ $ 80,284,287 $ 68,867,778 $ 72,751,245 ============ ============ ============ Approximately 89% of the Company's inventories are valued using the LIFO (last-in, first-out) method. Because inventory determination under the LIFO method is only made at the end of each year based on the inventory levels and costs at that time, interim LIFO determinations must necessarily be based on management's estimates of expected year-end inventory levels and costs. Since future estimates of inventory levels and costs are subject to change, interim financial results reflect the Company's most recent estimate of the effect of LIFO and are subject to adjustment based upon final year-end inventory amounts. At September 30, 2000 and 1999, and December 31, 1999, LIFO cost exceeded the replacement value of LIFO inventories by approximately $966,000, $620,000 and $1,503,000, respectively. 4. Net Property, Plant and Equipment Net property, plant and equipment consists of the following: At September 30, ---------------------------- (Unaudited) December 31, 2000 1999 1999 ------------ ------------ ------------ Land $ 4,448,131 $ 4,321,061 $ 4,316,015 Buildings and site improvements 27,572,682 26,762,081 26,724,935 Leasehold improvements 3,949,068 3,887,913 3,942,613 Machinery and equipment 84,300,900 74,568,615 81,147,265 ------------ ------------ ------------ 120,270,781 109,539,670 116,130,828 Less accumulated depreciation and amortization (66,775,904) (56,420,453) (58,949,908) ------------ ------------ ------------ 53,494,877 53,119,217 57,180,920 Capital projects in progress 6,410,716 6,905,128 3,962,604 ------------ ------------ ------------ $ 59,905,593 $ 60,024,345 $ 61,143,524 ============ ============ ============ 5. Debt Outstanding debt at September 30, 2000 and 1999, and December 31, 1999, and the available credit at September 30, 2000, consisted of the following: Debt Outstanding Available -------------------------------------------- Credit at at September 30, at September 30, ---------------------------- December 31, 2000 2000 1999 1999 ------------ ------------ ------------ ------------ Revolving line of credit, interest at bank's reference rate (at September 30, 2000, the bank's reference rate was 9.50%), expires November 2001 $ 12,257,301 $ - $ - $ - Revolving term commitment, interest at bank's prime rate (at September 30, 2000, the bank's prime rate less 0.50% was 9.00%), expires September 2002 8,344,838 - - - Revolving line of credit, interest rate at the bank's base rate of interest plus 2%, expires July 2001 365,711 - - - Term loan, fixed interest rate of 5.3%, expires September 2006 - 119,512 154,819 164,562 Standby letter of credit facilities 2,397,861 - - - Term loan, interest at LIBOR plus 1.375% (at September 30, 2000, LIBOR plus 1.375% was 7.9956%), expires May 2008 - 2,400,000 2,700,000 2,550,000 Other notes payable and long-term debt - 32,563 29,526 49,541 ------------ ------------ ------------ ------------ 23,365,711 2,552,075 2,884,345 2,764,103 Less current portion - (332,563) (300,000) (349,541) ------------ ------------ ------------ ------------ 23,365,711 $ 2,219,512 $ 2,584,345 $ 2,414,562 Standby letters of credit issued ============ ============ ============ and outstanding (2,397,861) ------------ $ 20,967,850 ============ As of September 30, 2000, the Company had three outstanding standby letters of credit. Two of these letters of credit, in the aggregate amount of $1,710,324, are used to support the Company's self-insured workers' compensation insurance requirements. The third, in the amount of $687,537, is used to guarantee performance on the Company's leased facility in the United Kingdom. Other notes payable represent debt associated with foreign businesses. 6. Commitments and Contingencies Note 9 to the consolidated financial statements in the Company's 1999 Annual Report provides information concerning commitments and contingencies. From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. 7. Segment Information The Company is organized into two primary segments. The segments are defined by types of products manufactured, marketed and distributed to the Company's customers. The two product segments are connector products and venting products. These segments are differentiated in several ways, including the types of materials used, the production process, the distribution channels used and the applications in which the products are used. Transactions between the two segments were immaterial for each of the periods presented. The following table illustrates certain measurements used by management to assess the performance of the segments described above as of or for the three and nine months ended: Three Months Ended Nine Months Ended September 30, September 30, ---------------------------- ---------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Net Sales Connector products $ 84,604,000 $ 71,607,000 $237,402,000 $199,989,000 Venting products 16,444,000 17,201,000 46,087,000 47,233,000 ------------ ------------ ------------ ------------ Total $101,048,000 $ 88,808,000 $283,489,000 $247,222,000 ============ ============ ============ ============ Income from Operations Connector products $ 16,203,000 $ 15,360,000 $ 44,836,000 $ 40,100,000 Venting products 2,010,000 2,575,000 5,749,000 7,010,000 All other 3,000 113,000 37,000 (11,000) ------------ ------------ ------------ ------------ Total $ 18,216,000 $ 18,048,000 $ 50,622,000 $ 47,099,000 ============ ============ ============ ============ At September 30, ---------------------------- At (Unaudited) December 31, 2000 1999 1999 ------------ ------------ ------------ Total Assets Connector products $164,708,000 $149,661,000 $148,328,000 Venting products 48,322,000 43,020,000 38,828,000 All other 64,649,000 47,590,000 60,098,000 ------------ ------------ ------------ Total $277,679,000 $240,271,000 $247,254,000 ============ ============ ============ Cash collected by the Company's subsidiaries is routinely transferred into the Company's cash management accounts and, therefore, has been included in the total assets of the segment entitled "All other." Cash and cash equivalent balances in this segment were approximately $57,163,000, $41,607,000 and $53,682,000 as of September 30, 2000 and 1999, and December 31, 1999, respectively. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Certain matters discussed below are forward-looking statements that involve risks and uncertainties, certain of which are discussed in this report and in other reports filed by the Company with the Securities and Exchange Commission. Actual results might differ materially from results suggested by any forward-looking statements in this report. The following is a discussion and analysis of the consolidated financial condition and results of operations for the Company for the three and nine months ended September 30, 2000 and 1999. The following should be read in conjunction with the interim Condensed Consolidated Financial Statements and related Notes appearing elsewhere herein. Results of Operations for the Three Months Ended September 30, 2000, Compared with the Three Months Ended September 30, 1999 Net sales increased 13.8% in the third quarter of 2000 as compared to the third quarter of 1999. Most of the sales growth occurred domestically, particularly in California. Simpson Strong-Tie's third quarter sales increased 18.2% over the same quarter last year, while Simpson Dura- Vent's sales decreased 4.4%. Contractor distributors and homecenters were the fastest growing connector sales channel. The sales increase was broad based across most of Simpson Strong-Tie's major product lines. Strong- Wall and Anchor Systems product lines had the highest growth rates in sales. Sales of Simpson Dura-Vent's Direct-Vent and gas vent product lines decreased compared to the third quarter of 1999, while sales of its chimney and pellet vent product lines increased. Based on a report by the Energy Information Administration in October 2000, this shift, particularly in the Northeastern region of the United States, may be partially attributable to the effects of increased natural gas and heating oil prices on demand for wood burning appliances. Income from operations increased 1.0% from $18,047,829 in the third quarter of 1999 to $18,216,291 in the third quarter of 2000 primarily as a result of the increased sales offset by lower gross margins. Gross margins decreased from 41.0% in the third quarter of 1999 to 40.3% in the third quarter of 2000 primarily due to a LIFO charge in the third quarter of 2000 compared to a credit in the third quarter of 1999. The charge was offset slightly by better absorption of fixed overhead costs as a result of increased production. Selling expenses increased 20.7% from $8,123,050 in the third quarter of 1999 to $9,806,039 in the third quarter of 2000. The increase was primarily due to higher personnel costs related to the increase in the number of sales and merchandising personnel, particularly those associated with selling the Anchoring Systems product line, and increased promotional expenses. General and administrative expenses increased 23.1% from $10,278,192 in the third quarter of 1999 to $12,655,445 in the third quarter of 2000 primarily due to increased cash profit sharing expenses resulting from higher operating income, and higher personnel and other administrative overhead costs, including costs associated with the operation of Keybuilder.com LLC ("Keybuilder.com"), the Company's joint venture with Keymark Enterprises, Inc., ("Keymark") and those associated with the acquisition of Anchor Tiedown Systems ("ATS"). The stated tax rate was 41.2%, yielding an effective tax rate of 40.7% after considering the effect of Keymark's minority interest in Keybuilder.com, in the third quarter of 2000, an increase from 40.0% in the third quarter of 1999. Results of Operations for the Nine Months Ended September 30, 2000, Compared with the Nine Months Ended September 30, 1999 Net sales increased 14.7% in the first nine months of 2000 as compared to the first nine months of 1999. Most of the sales growth occurred domestically, particularly in California. International sales contributed to the increase, due in part to the acquisition of Furfix in the third quarter of 1999. Simpson Strong-Tie's first nine month's sales increased 18.7% over the same period last year, while Simpson Dura-Vent's sales decreased 2.4%. Contractor distributors and homecenters were the fastest growing connector sales channel. The sales increase was broad based across most of Simpson Strong-Tie's major product lines. Strong-Wall and Anchor Systems product lines had the highest growth rates in sales. Simpson Dura-Vent's year-to-date sales of gas vent products declined as compared to the first nine months of 1999, while sales of its Direct-Vent product line increased slightly, despite the decline in the third quarter of 2000. Income from operations increased 7.5% from $47,099,443 in the first nine months of 1999 to $50,622,216 in the first nine months of 2000 primarily as a result of higher sales. Gross margins decreased slightly from 40.3% in the first nine months of 1999 to 40.1% in the first nine months of 2000 primarily due to a LIFO charge in 2000 compared to a credit in 1999 and increased production costs. These charges were offset by better absorption of fixed overhead costs as a result of increased production. Selling expenses increased 16.7% from $24,062,580 in the first nine months of 1999 to $28,087,648 in the first nine months of 2000. The increase was primarily due to higher personnel costs related to the increase in the number of sales and merchandising personnel, particularly those associated with selling the Anchoring Systems product line, as well as increased promotional expenses. General and administrative expenses increased 23.1% from $28,399,663 in the first nine months of 1999 to $34,950,828 in the first nine months of 2000 primarily due to increased cash profit sharing expenses resulting from higher operating income, and higher personnel and other administrative overhead costs, including costs associated with the operation of Keybuilder.com and the acquisitions of Furfix and ATS. The stated tax rate was 41.0%, yielding an effective tax rate of 40.3% after considering the effect of Keymark's minority interest in Keybuilder.com, in the first nine months of 2000, an increase from 40.1% in the first nine months of 1999. In July 2000, the Company acquired of the assets of ("ATS") for approximately $4.6 million in cash. ATS manufactures and distributes the MBR product line used to anchor multi-story buildings utilizing a threaded rod hold down system. In October 2000, the Board of Directors authorized the Company, for a period of one year, to buy back up to $35 million of the Company's common stock. This replaces the authorization from late last year when the Board of Directors authorized a buy back of up to $10 million. In September, the Company changed the two profit sharing trust plans for its U.S. based employees to self-directed investment management by the plan participants. As a result of the rebalancing of the plan assets, the Company purchased a net amount of 48,980 shares of its common stock directly from the plans for approximately $2.3 million. Liquidity and Sources of Capital As of September 30, 2000, working capital was $168.5 million as compared to $133.6 million at September 30, 1999, and $142.1 million at December 31, 1999. Other than the change in cash and cash equivalents, the principal components of the increase in working capital from December 31, 1999, were increases in the Company's trade accounts receivable and inventories totaling approximately $17.3 million, primarily due to higher sales levels, and a decrease in income taxes payable of approximately $2.4 million. Offsetting these increases were increases, aggregating approximately $3.4 million, in accrued cash profit sharing and trade accounts payable. The balance of the change in working capital was due to the fluctuation of various other asset and liability accounts. The working capital change and changes in noncurrent assets and liabilities combined with net income and noncash expenses, primarily depreciation and amortization, totaling approximately $42.1 million, resulted in net cash provided by operating activities of approximately $23.2 million. As of September 30, 2000, the Company had unused credit facilities available of approximately $21.0 million. The Company used approximately $12.6 million in its investing activities, primarily to purchase the capital equipment and property needed to expand its capacity and in the acquisition of ATS. The Company plans to continue this expansion throughout the remainder of the year and into 2001. The Company believes that cash generated by operations and borrowings available under its existing credit agreements, will be sufficient for the Company's working capital needs and planned capital expenditures through the remainder of 2000 and into 2001. Depending on the Company's future growth and possible acquisitions, it may become necessary to secure additional sources of financing. The Company believes that the effect of inflation on the Company has not been material in recent years, as inflation rates have remained relatively low. PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. ITEM 2. CHANGES IN SECURITIES. None. Item 3. Defaults Upon Senior Securities. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. a. Exhibits. EXHIBIT NO DESCRIPTION ------- ------------------------------------------------------ 10.1 Amendment to Credit Agreement, dated November 10, 2000, between Simpson Manufacturing Co., Inc. and Union Bank of California. 11 Statements re computation of earnings per share 27 Financial Data Schedule, which is submitted electronically to the Securities and Exchange Commission for information only and not filed. b. Reports on Form 8-K No reports on Form 8-K were filed during the quarter for which this report is filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Simpson Manufacturing Co., Inc. ------------------------------- (Registrant) DATE: NOVEMBER 10, 2000 By: /s/MICHAEL J. HERBERT ------------------ ------------------------------- Michael J. Herbert Chief Financial Officer