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Form 8-K - CURRENT REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 21, 2000
LINDAL CEDAR HOMES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-6807 91-0508250
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation)
4300 South 104th Place
Post Office Box 1089
Seattle, Washington 98178
(Address of principal executive offices)
(206) 725-0900
(Registrant's telephone number)
N/A
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
The Registrant's business park, located in Seattle, WA, was sold by the
Registrant on September 21, 2000. The property was sold to SEBCO, Inc., a
Washington corporation, an unrelated party, for $4,800,000. The Registrant's
corporate headquarters and display court, located adjacent to the business park,
are not affected by the sale of the business park.
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Item 7. Financial Statements and Exhibits
(b) Pro forma financial information.
<TABLE>
<CAPTION>
Financial Information Page
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<S> <C>
Unaudited Pro Forma Condensed Consolidated
Financial Information F-1
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of July 2, 2000 F-2
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the six months ended July 2, 2000 F-3
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended December 31, 1999 F-4
Notes to Unaudited Pro Forma Condensed Consolidated
Financial Information F-5
</TABLE>
(c) Exhibits
10.19 Real Estate Purchase and Sale Agreement between Registrant and SEBCO,
Inc., dated July 5, 2000.
10.20 Assignment Agreement between Registrant and Delayed Exchange
Corporation, a Washington corporation (Intermediary) and SEBCO, Inc.,
a Washington corporation (Buyer), dated September 21, 2000.
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UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma financial information of Lindal Cedar Homes
Inc. is based on historical financial statements of Lindal and gives effect to
the sale of the corporate business park. The unaudited pro forma condensed
consolidated statements of operations for the six months ended July 2, 2000 and
year ended December 31, 1999 give effect to the sale of the corporate business
park as if it had occurred on January 1, 1999. The unaudited pro forma condensed
consolidated balance sheet gives effect to the sale of the corporate business
park as if it had occurred on July 2, 2000. The pro forma adjustments are based
upon available information and upon assumptions that management believes are
reasonable under the circumstances. The following unaudited pro forma financial
information and accompanying notes should be read in conjunction with the
historical financial statements of Lindal. The pro forma financial information
does not purport to represent what Lindal's actual operating results of
operations or actual financial position would have been if the sale had occurred
on such dates or to project Lindal's results of operations or financial position
for any future period or date.
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LINDAL CEDAR HOMES, INC.
AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
July 2, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
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Assets
<S> <C> <C> <C>
Current assets
Cash, cash equivalents and investments $ 8,543 3,463(a) 12,006
Receivables:
Trade 1,061 - 1,061
Refundable federal taxes 382 - 382
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1,443 - 1,443
Less allowance for doubtful receivables 117 - 117
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Net receivables 1,326 - 1,326
Inventories 8,146 - 8,146
Promotional material 993 - 993
Other current assets 865 15 880
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Total current assets 19,873 3,478 23,351
Other assets 1,607 - 1,607
Property, plant and equipment, net 11,119 (3,034)(b) 8,085
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$ 32,599 444 33,043
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Liabilities and Stockholders' Equity
Current liabilities
Current installments of long-term debt $ 219 (68)(d) 151
Accounts payable and accrued expenses 3,392 - 3,392
Income taxes payable -- 407 (c) 407
Customer deposits 5,527 (16) 5,511
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Total current liabilities 9,138 323 9,461
Long-term debt, excluding current installments 4,413 (912)(d) 3,501
Deferred income taxes 294 83 (c) 377
Stockholders' equity:
Common stock 41 - 41
Additional paid-in capital 16,061 - 16,061
Accumulated other comprehensive loss (957) - (957)
Retained earnings 3,609 950(e) 4,559
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Total stockholders' equity 18,754 950 19,704
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$ 32,599 444 33,043
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</TABLE>
See accompanying notes to the unaudited pro forma financial information.
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LINDAL CEDAR HOMES, INC.
AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months ended July 2, 2000
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
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<S> <C> <C> <C>
Revenue $21,302 (177) (f) 21,125
Cost of goods sold 16,534 (111) (g) 16,423
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Gross profit 4,768 (66) 4,702
Operating expenses:
Selling, general and administrative expenses 4,102 (12) (g) 4,134
44 (h)
Display court expenses 266 - 266
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Total operating expenses 4,368 32 4,400
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Operating income 400 (98) 302
Other income (expense):
Rental income 94 - 94
Interest, net 98 47 (i) 145
Other, net 43 - 43
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Other income (expense), net 235 47 282
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Earnings before income taxes 635 (51) 584
Income tax expense 197 (17) (j) 180
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Net earnings $ 438 (34) 404
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Basic and diluted - earnings per common share $ .11 (.01) .10
======= ====== =======
Common shares used in computing basic
and diluted earnings per common share 4,131 4,131 4,131
======= ====== =======
</TABLE>
See accompanying notes to the unaudited pro forma financial information.
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LINDAL CEDAR HOMES, INC.
AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year ended December 31, 1999
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Pro Forma
Adjustments
Historical (1) Pro Forma
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<S> <C> <C> <C>
Revenue $39,505 (390) (f) 39,115
Cost of goods sold 30,167 (222) (g) 29,945
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Gross profit 9,338 (168) 9,170
Operating expenses:
Selling, general and administrative expenses 7,674 (39) (g) 7,723
88 (h)
Display court expenses 484 - 484
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Total operating expenses 8,158 49 8,207
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Operating income 1,180 (217) 963
Other income (expense):
Rental income 201 - 201
Interest, net 183 99 (i) 282
Other, net (18) - (18)
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Other income (expense), net 366 99 465
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Earnings before income taxes 1,546 (118) 1,428
Income tax expense 526 (40) (j) 486
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Net earnings $ 1,020 (78) 942
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Basic and diluted - earnings per common share $ .25 (.02) .23
======= ====== =======
Common shares used in computing basic
and diluted earnings per common share 4,131 4,131 4,131
======= ====== =======
</TABLE>
(1) The pro forma adjustments do not reflect the gain on the sale of the
corporate business park as it is a nonrecurring gain which will be reflected by
Lindal in its statement of operations for fiscal 2000.
See accompanying notes to the unaudited pro forma financial information.
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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL INFORMATION
(IN THOUSANDS)
(a) Represents $4.8 million from the sale of the corporate business park
after the application of proceeds against the outstanding principle
balance of the mortgage note payable of $980, the closing costs of $326
and miscellaneous amounts of $31.
(b) Represents the net book value of the corporate business park sold.
(c) Represents the federal income tax payable and deferred taxes associated
with the sale of the corporate business park.
(d) Represents the repayment of the mortgage note payable associated with
the corporate business park.
(e) Represents the after tax gain associated with the sale of the corporate
business park.
(f) Represents the rental income associated with the corporate business
park.
(g) Represents the cost of sales and selling, general and administrative
expenses associated with the operation of the corporate business park.
(h) Represents rent expense associated with the leaseback of space in the
corporate business park.
(i) Represents the reduction in interest expense associated with the
repayment of the mortgage note payable.
(j) Represents the income tax benefit related to the pro forma adjustments,
at Lindal's federal incremental tax rate of 34%.
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SIGNATURE
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 hereunto duly authorized.
LINDAL CEDAR HOMES, INC.
By: /s/ Robert W. Lindal
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Robert W. Lindal
Chairman and Chief Executive Officer
By: /s/ Dennis Gregg
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Dennis Gregg
Chief Financial Officer
Date: October 6, 2000
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