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: June 30, 1998 ------------- 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) California 94-3196943 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4637 Chabot Drive, Suite 200, Pleasanton, CA 94588 ------------------------------------------------------------ (Address of principal executive offices) (Registrant's telephone number, including area code): (925)460-9912 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 June 30, 1998: 11,567,209 ----------
PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS <TABLE> <CAPTION> SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS June 30, December 31, ---------------------------- (Unaudited) 1998 1997 1997 ------------ ------------ ------------ <S> <C> <C> <C> ASSETS Current assets Cash and cash equivalents $ 20,624,535 $ 4,698,928 $ 19,418,689 Trade accounts receivable, net 41,884,459 39,701,166 24,625,568 Inventories 55,150,127 53,373,606 54,982,945 Deferred income taxes 4,048,369 3,923,455 3,536,750 Other current assets 1,243,017 1,258,106 1,723,586 ------------ ------------ ------------ Total current assets 122,950,507 102,955,261 104,287,538 Net property, plant and equipment 51,059,397 36,055,534 42,925,088 Investments 537,582 557,331 559,200 Other noncurrent assets 3,067,138 2,971,392 2,993,114 ------------ ------------ ------------ Total assets $177,614,624 $142,539,518 $150,764,940 ============ ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Notes Payable and current portion of long-term debt $ 330,010 $ 26,091 $ 29,605 Trade accounts payable 11,622,431 11,033,264 8,813,196 Accrued liabilities 5,255,517 4,855,687 5,506,903 Income taxes payable 2,951,963 2,837,187 - Accrued profit sharing trust contributions 4,545,941 3,876,283 2,886,875 Accrued cash profit sharing and commissions 4,660,965 3,866,504 3,094,834 Accrued workers' compensation 779,272 809,272 659,272 ------------ ------------ ------------ Total current liabilities 30,146,099 27,304,288 20,990,685 Long-term debt, net of current portion 2,727,799 - - Deferred income taxes and long-term liabilities 678,034 1,027,037 823,732 ------------ ------------ ------------ Total liabilities 33,551,932 28,331,325 21,814,417 ------------ ------------ ------------ Commitments and contingencies (Notes 5 and 6) Shareholders' equity Common stock 33,519,125 31,551,350 32,377,563 Retained earnings 110,882,928 82,641,173 96,848,685 Accumulated other comprehensive income (339,361) 15,670 (275,725) ------------ ------------ ------------ Total shareholders' equity 144,062,692 114,208,193 128,950,523 ------------ ------------ ------------ Total liabilities and shareholders' equity $177,614,624 $142,539,518 $150,764,940 ============ ============ ============ </TABLE> 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) <TABLE> <CAPTION> Three Months Ended Six Months Ended June 30, June 30, ---------------------------- ---------------------------- 1998 1997 1998 1997 ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> Net sales $ 70,786,469 $ 65,554,874 $130,041,019 $117,482,096 Cost of sales 41,708,697 39,228,286 79,089,853 71,836,850 ------------ ------------ ------------ ------------ Gross profit 29,077,772 26,326,588 50,951,166 45,645,246 ------------ ------------ ------------ ------------ Operating expenses: Selling 6,129,472 6,366,762 11,754,247 11,575,025 General and administrative 8,916,134 8,077,667 15,780,630 14,304,043 Compensation related to stock plans 45,000 - 102,000 - ------------ ------------ ------------ ------------ 15,090,606 14,444,429 27,636,877 25,879,068 ------------ ------------ ------------ ------------ Income from operations 13,987,166 11,882,159 23,314,289 19,766,178 Interest income (expense), net 114,302 (18,166) 320,954 142,089 ------------ ------------ ------------ ------------ Income before income taxes 14,101,468 11,863,993 23,635,243 19,908,267 Provision for income taxes 5,728,000 4,843,000 9,601,000 8,130,000 ------------ ------------ ------------ ------------ Net income $ 8,373,468 $ 7,020,993 $ 14,034,243 $ 11,778,267 ============ ============ ============ ============ Net income per common share Basic $ 0.72 $ 0.61 $ 1.22 $ 1.03 ============ ============ ============ ============ Diluted $ 0.69 $ 0.59 $ 1.16 $ 0.99 ============ ============ ============ ============ Number of shares outstanding Basic 11,561,786 11,457,312 11,546,329 11,458,580 ============ ============ ============ ============ Diluted 12,081,026 11,901,328 12,059,737 11,892,487 ============ ============ ============ ============ </TABLE> SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) <TABLE> <CAPTION> Three Months Ended Six Months Ended June 30, June 30, ---------------------------- ---------------------------- 1998 1997 1998 1997 ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> Net income $ 8,373,468 $ 7,020,993 $ 14,034,243 $ 11,778,267 Other comprehensive income, net of tax: Foreign currency translation adjustments (147,402) (75,563) (63,636) (184,784) ------------ ------------ ------------ ------------ Comprehensive income $ 8,226,066 $ 6,945,430 $ 13,970,607 $ 11,593,483 ============ ============ ============ ============ </TABLE> The accompanying notes are an integral part of these condensed consolidated financial statements.
SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) <TABLE> <CAPTION> Six Months Ended June 30, ---------------------------- 1998 1997 ------------ ------------ <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 14,034,243 $ 11,778,267 ------------ ------------ Adjustments to reconcile net income to net cash provided by operating activities: Loss (gain) on sale of capital equipment 6,000 (13,194) Depreciation and amortization 4,418,512 3,817,462 Deferred income taxes and long-term liabilities (657,319) (1,129,944) Equity in income of affiliates - (110,000) Noncash compensation related to stock plans 169,894 103,500 Changes in operating assets and liabilities, net of effects of acquisitions: Trade accounts receivable (17,302,209) (17,521,910) Trade accounts payable 2,809,235 (275,372) Income taxes payable 3,452,536 2,632,769 Inventories (167,602) (4,973,420) Accrued liabilities (251,386) (165,525) Accrued profit sharing trust contributions 1,659,066 1,430,282 Accrued cash profit sharing and commissions 1,566,131 1,574,447 Other current assets 480,569 (235,056) Accrued workers' compensation 120,000 - Other noncurrent assets (194,665) 296,903 ------------ ------------ Total adjustments (3,891,238) (14,569,058) ------------ ------------ Net cash provided by (used in) operating activities 10,143,005 (2,790,791) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (12,465,806) (6,803,126) Proceeds from sale of equipment 29,348 12,730 Proceeds from sale of short-term investments - 3,995,333 Acquisitions, net of cash and equity interest already owned - (9,352,706) ------------ ------------ Net cash used in investing activities (12,436,458) (12,147,769) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Issuance of debt, net of repayments 3,028,204 (254,804) Issuance of Company's common stock 471,095 76,995 ------------ ------------ Net cash provided by (used in) financing activities 3,499,299 (177,809) ------------ ------------ Net increase (decrease) in cash and cash equivalents 1,205,846 (15,116,369) Cash and cash equivalents at beginning of period 19,418,689 19,815,297 ------------ ------------ Cash and cash equivalents at end of period $ 20,624,535 $ 4,698,928 ============ ============ </TABLE> 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") 1997 Annual Report on Form 10-K (the "1997 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: <TABLE> <CAPTION> Three Months Ended June 30, 1998 Three Months Ended June 30, 1997 Per Per Income Shares Share Income Shares Share ------------ ------------ ------ ------------ ------------ ------ <S> <C> <C> <C> <C> <C> <C> Basic EPS Income available to common shareholders $ 8,373,468 11,561,786 $ 0.72 $ 7,020,993 11,457,312 $ 0.61 Effect of Dilutive Securities Stock options - 519,240 (0.03) - 444,016 (0.02) ------------ ------------ ------ ------------ ------------ ------ Diluted EPS Income available to common shareholders $ 8,373,468 12,081,026 $ 0.69 $ 7,020,993 11,901,328 $ 0.59 ============ ============ ====== ============ ============ ====== </TABLE> <TABLE> <CAPTION> Six Months Ended June 30, 1998 Six Months Ended June 30, 1997 Per Per Income Shares Share Income Shares Share ------------ ------------ ------ ------------ ------------ ------ <S> <C> <C> <C> <C> <C> <C> Basic EPS Income available to common shareholders $ 14,034,243 11,546,329 $ 1.22 $ 11,778,267 11,458,580 $ 1.03 Effect of Dilutive Securities Stock options - 513,408 (0.06) - 433,907 (0.04) ------------ ------------ ------ ------------ ------------ ------ Diluted EPS Income available to common shareholders $ 14,034,243 12,059,737 $ 1.16 $ 11,778,267 11,892,487 $ 0.99 ============ ============ ====== ============ ============ ====== </TABLE>
Newly Issued Accounting Standards In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures About Segments of an Enterprise and Related Information." SFAS No. 131 specifies revised guidelines for determining an entity's operating segments and the type and level of financial information to be disclosed. SFAS No. 131 is effective for annual financial statements issued for periods beginning after December 15, 1997, and accordingly, management has not determined the effect, if any, on the Company's financial statements for the three and six months ended June 30, 1998. As of January 1, 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive Income" and has presented Condensed Consolidated Statements of Comprehensive Income for the three and six month periods ended June 30, 1998 and 1997. The accompanying balance sheets include accumulated other comprehensive income amounts which consist entirely of foreign currency translation adjustments. Certain prior year amounts have been reclassified to conform to the 1998 presentation with no effect on net income as previously reported. 2. Trade Accounts Receivable Trade accounts receivable consist of the following: <TABLE> <CAPTION> At At June 30, December 31, ---------------------------- 1998 1997 1997 ------------ ------------ ------------ <S> <C> <C> <C> Trade accounts receivable $ 43,707,675 $ 41,721,912 $ 26,398,046 Allowance for doubtful accounts (1,247,263) (1,505,868) (1,539,691) Allowance for sales discounts (575,953) (514,878) (232,787) ------------ ------------ ------------ $ 41,884,459 $ 39,701,166 $ 24,625,568 ============ ============ ============ </TABLE> 3. Inventories The components of inventories consist of the following: <TABLE> <CAPTION> At At June 30, December 31, ---------------------------- 1998 1997 1997 ------------ ------------ ------------ <S> <C> <C> <C> Raw materials $ 17,486,981 $ 17,426,108 $ 17,882,930 In-process products 5,357,076 5,530,391 5,384,709 Finished products 32,306,070 30,417,107 31,715,306 ------------ ------------ ------------ $ 55,150,127 $ 53,373,606 $ 54,982,945 ============ ============ ============ </TABLE> Approximately 90% 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 June 30, 1998 and 1997, and December 31, 1997, the replacement value of LIFO inventories exceeded LIFO cost by approximately $566,000, $886,000 and $852,000, respectively.
4. Net Property, Plant and Equipment Net property, plant and equipment consists of the following: <TABLE> <CAPTION> At At June 30, December 31, ---------------------------- 1998 1997 1997 ------------ ------------ ------------ <S> <C> <C> <C> Land $ 3,366,519 $ 2,440,682 $ 3,366,519 Buildings and site improvements 17,158,155 12,652,353 17,165,509 Leasehold improvements 3,364,468 2,909,671 3,474,278 Machinery and equipment 58,769,568 53,188,221 55,400,034 ------------ ------------ ------------ 82,658,710 71,190,927 79,406,340 Less accumulated depreciation and amortization (46,182,977) (39,480,105) (41,986,005) ------------ ------------ ------------ 36,475,733 31,710,822 37,420,335 Capital projects in progress 14,583,664 4,344,712 5,504,753 ------------ ------------ ------------ $ 51,059,397 $ 36,055,534 $ 42,925,088 ============ ============ ============ </TABLE> 5. Debt Outstanding debt at June 30, 1998 and 1997, and the available credit at June 30, 1998, consisted of the following: <TABLE> <CAPTION> Available Debt Outstanding Credit at At June 30, June 30, ---------------------------- 1998 1998 1997 ------------ ------------ ------------ <S> <C> <C> <C> Revolving line of credit, interest at bank's reference rate (at June 30, 1998, the bank's reference rate was 8.50%), expires June 2000 $ 12,682,982 $ - $ - Revolving term commitment, interest at bank's prime rate (at June 30, 1998, the bank's prime rate was 8.50%), expires June 2000 8,866,004 - - Revolving line of credit, interest rate at the bank's base rate of interest plus 2%, expires June 1999 416,500 - - Revolving line of credit, interest rate at the weighted average French interbank rate of interest plus 1%, expires February 1999 164,908 - - Standby letter of credit facilities 1,451,015 - - Term loan, interest at LIBOR plus 1.375% (at June 30, 1998, the LIBOR plus 1.375% was 7.0352%), expires May 2008 - 3,000,000 - Other notes payable and long-term debt - 57,809 26,091 ------------ ------------ ------------ Total credit facilities $ 23,581,409 $ 3,057,809 $ 26,091 ============ ============ Standby letters of credit issued and outstanding (1,451,015) ------------ Total credit available $ 22,130,394 ============ </TABLE>
The Company has three outstanding standby letters of credit. Two of these letters of credit, in the aggregate amount of $667,995, are used to support the Company's self-insured workers' compensation insurance requirements. The third, in the amount of $783,020, is used to guarantee performance on the Company's leased facility in the UK. In June 1998, the Company's subsidiary, Simpson Dura-Vent Company, Inc., borrowed $3,000,000 to finance the construction of its new facility in Ceres, Mississippi. Other notes payable represent debt associated with foreign businesses acquired in March 1997. 6. Commitments and Contingencies Note 9 to the consolidated financial statements in the Company's 1997 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.
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 six months ended June 30, 1998 and 1997. 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 June 30, 1998, Compared with the Three Months Ended June 30, 1997 Net sales increased 8.0% in the second quarter of 1998 as compared to the second quarter of 1997. The increase reflected sales growth throughout the United States, particularly in the Southeastern region of the country and in California while international sales for the quarter decreased slightly. Simpson Strong-Tie's second quarter sales increased 10.3% over the same quarter last year, while Simpson Dura-Vent's sales decreased 1.7%. Contractor and dealer distributors were the fastest growing connector sales channels. The growth rate of Simpson Strong-Tie's seismic and high wind product, engineered wood product and Anchoring Systems product sales was strong. Simpson Dura-Vent sales of gas vent products decreased somewhat but the decline was partially offset by increases in sales of Direct-Vent products. Income from operations increased 17.7% from $11,882,159 in the second quarter of 1997 to $13,987,166 in the second quarter of 1998. Gross margins increased from 40.2% in the second quarter of 1997 to 41.1% in the second quarter of 1998. Selling expenses decreased 3.7% from $6,366,762 in the second quarter of 1997 to $6,129,472 in the second quarter of 1998. The decrease was primarily due to higher expenses associated with the acquisition of additional homecenter business in the second quarter of 1997, offset somewhat by higher costs related to an increase in the number of salespeople. General and administrative expenses increased 10.4% from $8,077,667 in the second quarter of 1997 to $8,916,134 in the second quarter of 1998. The increase was primarily due to increased cash profit sharing resulting from higher operating income. The effective tax rate was 40.6% in the second quarter of 1998, a slight decrease from the second quarter of 1997. Results of Operations for the Six Months Ended June 30, 1998, Compared with the Six Months Ended June 30, 1997 Net sales increased 10.7% in the first half of 1998 as compared to the first half of 1997. The increase reflected sales growth throughout the United States, particularly in the Southeastern region of the country. International sales also increased at an above average rate, a significant portion of which was related to the businesses purchased in March 1997. Simpson Strong-Tie's sales for the first half of 1998 increased 12.9% over the same period in the prior year, while Simpson Dura-Vent's sales increased 1.9%. Contractor distributors and homecenters were the fastest growing connector sales channels. The growth rate of Simpson Strong-Tie's seismic and engineered wood product sales was strong, and the Anchoring Systems products also contributed significantly to the increase in sales, primarily as a result of the 1997 purchase of the Isometric Group. Direct-Vent products led Simpson Dura-Vent's sales with an increase over the same period in the prior year. Income from operations increased 18.0% from $19,766,178 in the first half of 1997 to $23,314,289 in the first half of 1998. Gross margins increased from 38.9% in the first half of 1997 to 39.2% in the first half of 1998. Selling, general and administrative expenses increased in the first half of 1998, but were lower as a percentage of sales. Selling expenses increased 1.5% from $11,575,025 in the first half of 1997 to $11,754,247 in the first half of 1998. General and administrative expenses increased 10.3% from $14,304,043 in the first half of 1997 to $15,780,630 in the first half of 1998. The increase was primarily due to increased cash profit sharing as well as higher administrative overhead and personnel costs, including those associated with the 1997 acquisitions. The effective tax rate was 40.6% in the first half of 1998, a slight decrease from the first half of 1997.
Liquidity and Sources of Capital As of June 30, 1998, working capital was $92.8 million as compared to $75.7 million at June 30, 1997, and $83.3 million at December 31, 1997. The principal components of the increase in working capital from December 31, 1997, were increases in the Company's trade accounts receivable totaling approximately $17.3 million, primarily due to higher sales levels and seasonal buying programs, and an increase in cash and cash equivalents of approximately $1.2 million. Partially offsetting these increases were increases in certain liability accounts, including income taxes payable, trade accounts payable, accrued profit sharing trust contributions and accrued cash profit sharing and commissions. These accounts increased an aggregate of approximately $9.0 million. The balance of the change in working capital was due to the fluctuation of various other asset and liability accounts. The working capital change combined with net income and noncash expenses, such as depreciation, amortization and the issuance of stock under the Company's stock bonus plan, totaling approximately $18.6 million, resulted in net cash provided by operating activities of approximately $10.1 million. As of June 30, 1998, the Company had unused credit facilities available of approximately $22.1 million. The Company used nearly $12.4 million in its investing activities, primarily to purchase the capital equipment and property needed to expand its capacity. The Company plans to continue this expansion throughout the remainder of the year and into 1999. Financing activities provided the Company with approximately $3.5 million in cash. The Company's subsidiary, Simpson Dura-Vent Company, Inc., borrowed $3.0 million to finance the construction of its new facility in Ceres, Mississippi. The balance of the cash was generated by the issuance of stock upon the exercise of stock options by current and former employees. 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 1998 and into 1999. Depending on the Company's future growth, it may become necessary to secure additional sources of financing.
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. The Annual Meeting of Shareholders ("Annual Meeting") was held on May 20, 1998. The following seven nominees were reelected as director by the votes indicated: <TABLE> <CAPTION> Total Votes Total Votes For Each Withheld From Name Director Each Director - -------------------------- --------------- --------------- <S> <C> <C> Earl F. Cheit 9,737,915 9,850 Thomas J Fitzmyers 9,738,415 9,350 Stephen B. Lamson 9,738,415 9,350 Alan R. McKay 9,738,415 9,350 Sunne Wright McPeak 9,727,065 20,700 Barclay Simpson 9,729,115 18,650 Barry Lawson Williams 9,727,565 20,200 </TABLE> The following proposal was also adopted at the Annual Meeting by the vote indicated: <TABLE> <CATPTION> Broker Proposal For Against Abstain Non-Vote - ---------------------------------- ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> To ratify the appointment of PriceWaterhouseCoopers LLP as independent auditors of the Company for 1998 9,740,354 1,090 6,321 - </TABLE> Item 5. Other Information. If any shareholder should submit a proposal for a vote at the Company's Annual Meeting of Shareholders in 1999 and if the proponent does not request that the proposal be included in the Company's proxy materials, the proxies solicited by the Company's management will confer discretionary authority to vote for or against the proposal unless the Company receives notice of the proposal on or before February 28, 1999. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. <TABLE> <CAPTION> a. Exhibits. EXHIBIT NO DESCRIPTION ------- ------------------------------------------------------ <S> <C> 10.1 Loan Agreement, dated June 1, 1998, between Simpson Manufacturing Co., Inc. and Union Bank of California, N.A. 10.2 Credit Agreement dated June 1, 1998, between Simpson Manufacturing Co., Inc. and Union Wells Fargo Bank, N.A. 10.3 Loan Agreement, dated as of May 1, 1998, between Simpson Dura-Vent Company, Inc. and Mississippi Business Finance Corporation. 10.4 Bond Purchase Agreement, dated as of May 1, 1998, among Union Bank of California, N.A. and Simpson Dura-Vent Company, Inc. and Mississippi Business Finance Corporation. 10.5 Credit Agreement, dated July 1, 1998, between Barclays Bank PLC and Simpson Strong-Tie International, Inc. 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. </TABLE> 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: AUGUST 13, 1998 By: /s/Stephen B. Lamson --------------- ------------------------------- Stephen B. Lamson Chief Financial Officer