1 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 April 2, 2000. [ ] 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 0-6087 LINDAL CEDAR HOMES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 91-0508250 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4300 South 104th Place, Seattle, Washington 98178 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) (206) 725-0900 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 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 requirement for the past 90 days. Yes [X] No [ ] Common stock outstanding at April 2, 2000: 4,131,327 shares at $.01 par value. 2 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES INDEX PAGE NUMBER ------ Part I Financial Information Item 1 Financial Statements Condensed Consolidated Balance Sheets 4 Condensed Consolidated Statements of Operations 5 Condensed Consolidated Statements of Cash Flows 6 Notes to Condensed Consolidated Financial Statements 7 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3 Quantitative and Qualitative Disclosures about Market Risk 17 Part II Other information Item 1 Legal proceedings 18 Item 6(a) Exhibits 18 Item 6(b) Reports on Form 8-K 18 Signatures 19 2 3 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES PART I: FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS 3 4 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS April 2, 2000, December 31, 1999 and April 4, 1999 (Dollar amounts in thousands, except per share amounts) APRIL 2, DECEMBER 31, APRIL 4, 2000 1999 1999 ----------- ------------ ----------- (UNAUDITED) (UNAUDITED) Assets Current assets Cash, cash equivalents and investments $ 7,314 8,252 4,244 Receivables: Trade 1,567 1,827 1,744 Refundable income taxes 371 -- 1,496 -------- ------ ------ 1,938 1,827 3,240 Less allowance for doubtful receivables 199 259 319 -------- ------ ------ Net receivables 1,739 1,568 2,921 Inventories 8,065 8,098 7,253 Promotional material 502 510 747 Other current assets 751 650 863 -------- ------ ------ Total current assets 18,371 19,078 16,028 Other assets 2,009 1,845 1,352 Property, plant and equipment, net 11,110 10,956 11,287 -------- ------ ------ $ 31,490 31,879 28,667 ======== ====== ====== Liabilities and Stockholders' Equity Current liabilities Current installments of long-term debt $ 210 213 191 Accounts payable and accrued expenses 3,140 3,718 2,751 Income taxes payable 26 126 7 Customer deposits 5,311 4,675 4,087 -------- ------ ------ Total current liabilities 8,687 8,732 7,036 Long-term debt, excluding current installments 4,394 4,418 4,573 Deferred income taxes 288 294 318 Stockholders' equity: Common stock 41 41 41 Additional paid-in capital 16,061 16,061 16,049 Accumulated other comprehensive loss (794) (837) (1,217) Retained earnings 2,813 3,170 1,867 -------- ------ ------ Total stockholders' equity 18,121 18,435 16,740 -------- ------ ------ $ 31,490 31,879 28,667 ======== ====== ====== See accompanying notes to the condensed consolidated financial statements 4 5 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the periods ended April 2, 2000 and April 4, 1999 (Dollar amounts in thousands, except per share amounts) (Unaudited) QUARTERS ENDED --------------------- APRIL 2, APRIL 4, 2000 1999 -------- ------- Revenue $ 8,452 8,105 Cost of goods sold 7,046 6,438 ------- ------- Gross profit 1,406 1,667 Operating expenses: Selling, general and administrative expenses 1,887 1,863 Display court expenses 89 124 ------- ------- Total operating expenses 1,976 1,987 ------- ------- Operating loss (570) (320) Other income (expense): Rental income 52 52 Interest income, net 40 (39) Other expense, net (42) (41) ------- ------- Other income (expense), net 50 (28) ------- ------- Loss before income tax benefit (520) (348) Income tax benefit (163) (65) ------- ------- Net loss $ (357) (283) ======= ======= Basic and diluted - net loss per common share $ (0.09) (0.07) ======= ======= See accompanying notes to the condensed consolidated financial statements 5 6 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months ended April 2, 2000 and April 4, 1999 (Dollar amounts in thousands) (Unaudited) APRIL 2, APRIL 4, 2000 1999 -------- --------- Cash flows from operating activities: Net loss $ (357) (283) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 309 324 Deferred income tax expense (benefit) 27 (7) Change in operating assets and liabilities: Net receivables (287) 287 Inventories 93 (55) Prepaid expenses and promotional materials (155) (65) Current liabilities other than current installments of long-term debt 49 843 Other (333) (29) ------- ------- Net cash provided by (used in) operating activities (654) 1,015 Cash flows from investing activities: Purchase of investments (3009) -- Maturity of investments 3013 -- Repayment of non-operating notes receivable 43 11 Purchase of property, plant and equipment (288) (74) ------- ------- Net cash used in investing activities (241) (63) Cash flows from financing activities: Repayment of long-term debt (27) (30) Repayment of current notes payable -- (266) ------- ------- Net cash used in financing activities (27) (296) Effect of exchange rate changes on cash and cash equivalents (11) 58 ------- ------- Net increase (decrease) in cash and cash equivalents (933) 714 Cash and cash equivalents beginning of period 4,213 3,457 ------- ------- Cash and cash equivalents at end of period 3,280 4,171 ======= ======= Supplemental disclosures of cash flow information - cash paid (received) during period for: Interest $ 26 32 Income taxes 75 (73) Non-cash investing and financing activities: Acquisition of model home in exchange for trade and note receivable $ 231 -- See accompanying notes to the condensed consolidated financial statements 6 7 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS April 2, 2000, December 31, 1999 and April 4, 1999 (Amounts in thousands, except per share amounts) (Unaudited) (1) BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles, except as noted below, and include all recurring adjustments that are considered necessary by management to fairly state the results of the interim periods. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and certain disclosures. Actual results could differ from those estimates. These consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles have been omitted. Due to the seasonality of the Company's business, the accompanying financial statements may not necessarily be indicative of the results to be obtained for the full year. This report should be read in conjunction with the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the year ended December 31, 1999. Certain reclassifications have been made to the prior period financial statements to conform with the current year presentation. (2) LOSS PER COMMON SHARE The following tables present basic and diluted loss per share and reconciles the numerator and denominator of the basic and diluted per share computations: NET WEIGHTED NET LOSS AVERAGE SHARES LOSS (NUMERATOR) (DENOMINATOR) PER SHARE ----------- -------------- --------- Quarter ended April 2, 2000 Basic loss per share $ (357) 4,131 $ (0.09) Effect of dilutive options -- -- -- ------ ----- ------- Diluted loss per share $ (357) 4,131 $ (0.09) ====== ===== ======= Quarter ended April 4, 1999: Basic loss per share $ (283) 4,126 $ (0.07) Effect of dilutive options -- -- -- ------ ----- ------- Diluted loss per share $ (283) 4,126 $ (0.07) ====== ===== ======= 7 8 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS April 2, 2000, December 31, 1999 and April 4, 1999 (Amounts in thousands, except per share amounts) (Unaudited) Options to purchase shares of common stock where the exercise price exceeds the average market price were excluded from the computations for 2000 and 1999 because they would be anti-dilutive. All options are considered to be anti-dilutive in periods where there is a net loss. Anti-dilutive options excluded from the computations are as follows: ANTI-DILUTIVE OPTIONS -------------- Quarter ended April 2, 2000 475 Quarter ended April 4, 1999 531 (3) INVENTORIES A summary of inventories follows: APRIL 2, DECEMBER 31, APRIL 4, 2000 1999 1999 -------- ------------ -------- Raw materials $3,166 1,822 1,502 Work-in-process 1,703 2,879 2,798 Finished goods 2,413 2,707 2,197 Display models 783 690 756 ------ ----- ----- $8,065 8,098 7,253 ====== ===== ===== (4) PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of the following: APRIL 2, DECEMBER 31, APRIL 4, 2000 1999 1999 ---------- ------------ ---------- Building and leasehold improvements $10,510 10,455 10,348 Equipment 3,574 3,496 3,378 Furniture and fixtures 4,796 4,655 4,435 ------- ------ ------ 18,880 18,606 18,161 Less accumulated depreciation and amortization 10,074 9,832 9,045 ------- ------ ------ 8,806 8,774 9,116 Land 2,304 2,182 2,171 ------- ------ ------ Net property, plant and equipment $11,110 10,956 11,287 ======= ====== ====== (5) SEGMENT INFORMATION The Company has two reportable segments: Homes -- United States and Homes -- Canada. Homes -- United States performs functions associated with engineering, custom design, drafting, customer service, logistics, special order materials and distribution planning for home sales worldwide. Homes -- Canada performs functions associated with inventory management 8 9 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS April 2, 2000, December 31, 1999 and April 4, 1999 (Amounts in thousands, except per share amounts) (Unaudited) of stock materials, materials staging, and home shipping for home sales worldwide. Homes -- United States primarily sells homes, at wholesale, to independent dealers while Homes -- Canada primarily sells homes, at wholesale, to Homes -- United States for resale to independent dealers. The Company accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is at current prices where available, or on a cost plus basis when actual market prices are not available. The Company evaluates segment performance based on gross profit from operations. Information on segment assets is not reported to the Chief Operating Decision Maker. Information regarding the Company's reportable segments, including other significant items, for the quarters ended April 2, 2000 and April 4, 1999 follows: OTHER U.S. CANADIAN ALL INTERSEGMENT RECONCILING HOMES HOMES OTHER ELIMINATIONS ITEMS CONSOLIDATED -------- -------- ------- ------------ ----------- ------------ QUARTER ENDED APRIL 2, 2000 Revenues from external customers $ 7,371 198 883 -- -- 8,452 Intersegment revenues 2,576 7,355 1,295 (11,226) -- -- Gross profit 1,292 2,444 89 (2,418) (1) 1,406 Interest income 113 2 -- (75) 75 115 Interest expense 23 76 51 (75) -- 75 Depreciation and amortization 148 35 104 -- 22 309 QUARTER ENDED APRIL 4, 1999 Revenues from external customers $ 7,069 103 929 -- 4 8,105 Intersegment revenues 2,404 6,579 1,227 (10,210) -- -- Gross profit 1,447 2,222 235 (2,233) (4) 1,667 Interest income 32 11 -- (72) 72 43 Interest expense 26 74 51 (72) 3 82 Depreciation and amortization 149 29 90 -- 56 324 (6) COMPREHENSIVE LOSS Comprehensive loss is as follows: QUARTER ENDED ---------------------- APRIL 2, APRIL 4, 2000 1999 -------- -------- Net loss $ (357) (283) Other comprehensive income - foreign currency translation 43 233 ------- ---- Comprehensive loss $ (314) (50) ======= ==== 9 10 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS April 2, 2000, December 31, 1999 and April 4, 1999 (Amounts in thousands, except per share amounts) (Unaudited) (7) SHORT-TERM INVESTMENTS: Short-term investments consist of securities maturing within one year, and are classified as available-for-sale. Accordingly, these investments are carried at fair value. Any unrealized holding gains and losses, net of income taxes, are immaterial at April 2, 2000, December 31, 1999 and April 4, 1999. (8) CONTINGENCIES: The Company is routinely involved in a number of legal proceedings and claims that cover a wide range of matters. In the opinion of management, the outcome of these matters is not expected to have any material adverse effect on the consolidated financial position or results of operations of the Company. On February 1, 2000, six current and former dealers brought suit against Lindal Cedar Homes and two of its officers and directors in the U.S. District Court for the Western District of Washington for damages arising from the Company's termination or threatened termination of their dealership agreements. In late 1998 and early 1999, the Company terminated or threatened to terminate the dealership agreements of these individuals on the grounds that the dealers had breached their agreements by selling competitive products. The dealership contract, signed by each of these claimants, strictly prohibits a dealer from selling competitive products. The complaint alleges: (a) the failure of the Company to register as a franchise in certain states, including Washington, (b) numerous violations of the Washington Franchise Investment Protection Act, and (c) illegal tie-in requirements in violation of the Sherman Act and Washington Consumer Protection Act, including treble damages. The complaint does not specify the damages sought. However, in a mediation which preceded the filing of the lawsuit, the plaintiffs claimed damages, including trebling, of approximately $10 million (prior to attorneys fees). The Company's dealer agreement provides that, following unsuccessful mediation, a dealer may pursue claims under the agreement only through an arbitration proceeding binding on the dealer and the Company. The Company expects to take the steps necessary to have the matter referred to arbitration before the American Arbitration Association. The Company believes that neither the Washington Franchise Investment Protection Act nor the Federal Sherman Act is applicable, nor were there any violations of either act. The Company will vigorously defend the lawsuit. Any amount owing as a result of this lawsuit is currently not estimatable and as such, the Company has not accrued any amounts relating to these claims. 10 11 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Lindal Cedar Homes, Inc. (the "Company") is primarily engaged in the design, manufacture and distribution of custom cedar homes, windows and sunrooms. The Company also re-manufactures standard dimensional cedar lumber. Cedar lumber, that meets the Company's quality standards, is combined with manufactured and/or purchased windows, sunrooms, and other purchased forest products and building materials into home packages which can be shipped nationally and internationally to the home buyer's construction site. Re-manufactured cedar lumber that is not of a grade suitable for use in homes is sold on the open lumber market. The Company has four home products: Cedar: Frame, Cedar: Solid, Access and Select. The Cedar: Frame, Cedar: Solid and Access products predominantly utilize post and beam design and construction. The Cedar: Frame and Access products utilize a cavity wall. The Cedar: Solid utilizes, predominantly, a solid cedar wall. The Access home retains many of the features of the Cedar: Frame home, including a cavity wall. However, the base price of the Access product is approximately 25% to 30% less than the traditional Cedar: Frame home due to a less extensive package of materials and less expensive package components. The Select product utilizes conventional design and construction including a cavity wall. The Select product combines the materials savings of the Access product with the economy of a conventionally framed home while using quality Lindal building materials. The primary raw material used by the Company in its re-manufacturing is western red cedar, available in quantity only in British Columbia, Canada, Alaska and the Pacific Northwest United States. Pressures continue to be placed on the log market in general by harvesting restrictions in the United States and Canada, and the Company is aware of the potential for shortages and/or fluctuations in the price of cedar logs and cedar lumber. The Company is working to secure its cedar raw material needs on a long-term basis. As discussed in the Company's 1999 Annual Report on Form 10-K, the Company received approval of its proposed modifications to the terms and conditions of the 327,000 cubic meter timber sale awarded to the Company in 1996 by the Province of British Columbia. Management believes that this timber sale will allow the Company to secure a cedar supply for a minimum of the next five years. Management expects that timber harvesting will begin in the third quarter of 2000. The Company believes that this timber sale agreement will be moderately profitable, however it is not expected that this contract will be as profitable, on a relative basis, as the previously awarded timber sale. However, management believes obtaining this timber sale will greatly facilitate the procurement of cedar logs and/or cedar lumber. Although cedar logs and lumber are the primary raw material used in manufacturing, the Company purchases substantial quantities of forest products on the commodity market to ship in its home packages. Presently, the Company does not anticipate any serious long-term problems in securing the needed forest products in the foreseeable future. The Company does expect that there may be occasional, temporary shortages of cedar logs or cedar lumber and that price volatility of cedar logs, green cedar lumber, other species of lumber and other forest products may occur for some time. For this reason, the Company hedges a portion of its non-cedar lumber needs using options and futures contracts. The Company may also make selected strategic purchases, when relatively favorable prices exist in the market, of larger quantities than it has historically. These purchases are not expected to be in excess of anticipated needs. 11 12 The Company's business is seasonal in that most deliveries have historically been made during the period from April to October. To illustrate this, revenue by quarter is presented below: 1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER ----------- ----------- ----------- ----------- 2000 8,452 1999 8,105 10,136 10,570 10,694 1998 5,645 11,477 10,793 9,804 1997 7,540 14,913 14,298 12,097 1996 6,587 14,173 14,632 11,243 As discussed in the Company's 1999 Annual Report on Form 10-K, management believes that the site occupied by the Company's head office, display court and adjacent business park, in Seattle, Washington has not been selected as the final location of the light rail maintenance base. This belief is based on the resolutions adopted by the Board of the Central Puget Sound Regional Transit Authority (RTA) and documents submitted by the RTA to the U.S. Federal Government, which indicate that a different site has been selected as the final location of the light rail maintenance base. The Company has not received any official notification from the RTA. NEW ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 establishes accounting and reporting standards for derivative instruments embedded in other contracts and for hedging activities. The Statement requires that entities recognize all derivatives as either assets or liabilities on the balance sheet and measure these derivatives at fair value. SFAS No. 133 also specifies a new method of accounting for hedging transactions, prescribes the type of items and transactions that may be hedged, and specifies detailed criteria to be met to qualify for hedge accounting. This Statement is effective for financial statements for years beginning after June 15, 2000. The Company does not expect the adoption of this Statement to have a material impact on the consolidated financial statements. In March 2000, the Financial Accounting Standards Board issued Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation, an interpretation of APB Opinion 25. Interpretation No. 44 clarifies the application of APB Opinion 25, Accounting for Stock Issued to Employees, for issues, among others, regarding: (a) the definition of employees, (b) defining non-compensatory plans, (c) modifications to previously fixed stock option awards, and (d) accounting for an exchange of stock compensation awards in a business combination. The Company will adopt Interpretation No. 44 in the second quarter of 2000 and does not expect the adoption of this Interpretation to have a material impact on the consolidated financial statements. In March 2000 the SEC issued Staff Accounting Bulletin No. 101A ("SAB 101A"). SAB 101A delays the effective date of Staff Accounting Bulletin No. 101 ("SAB 101") Revenue Recognition in Financial Statements, to the second quarter for fiscal years beginning between December 15, 1999 and March 16, 2000. SAB 101 provides guidance on revenue recognition and the SEC staff's views on the application of accounting principles to selected revenue recognition issues. The Company will adopt the provisions of SAB 101 in the second quarter of 2000 and anticipates that such adoption will not have a material impact on the Company's consolidated financial statements. YEAR 2000 The Company has not experienced any significant disruptions to its financial or operating activities caused by failure of its computerized systems resulting from Year 2000 issues. Furthermore, the Company has no information that indicates a significant 12 13 vendor or service provider has experienced any significant disruptions to their financial or operating activities such that they would be unable to provide goods or services to the Company. FIRST QUARTER NEW ORDERS The dollar value of new orders increased 27% from the first quarter of 1999 to the first quarter of 2000. The number of new order units increased 43% in the same time period. This increase is primarily attributable to increased sales of the new Select product, introduced in 1999, and increased sales of other home products as a result of sales promotions. Some portion of this increase in new orders may be in response to the previously announced, staggered 3.5% home price increase, which will become fully effective in June 2000. Management believes that there may be a temporary slowdown in the rate of new orders in the second and third quarters as a result of the price increase. The following table illustrates the percentage change in the number and dollar value of new orders for the first quarter of the current and each of the preceding 2 years: % CHANGE IN 2000 1999 1998 ------------ ------ ------ ------ Units 43% -16% -35% Dollar Value 27% -9% -27% The Access and Select products represented 66% of new order units in the first quarter of 2000 compared to 55% of new order units in the first quarter of 1999. The dollar value of the Access and Select product new orders was 61% of the total dollar value of new orders in the first quarter of 2000 compared to 46% in the first quarter of 1999. Size and value of a home is a function of customer preference and may change somewhat from period to period. Entering the second quarter of 2000, the total backlog, stated in dollars, increased $7 million (25%) to approximately $35 million from approximately $28 million in 1999. Because the Company's business is seasonal, the backlog data does not necessarily reflect the level of the Company's business on an annual basis. While the Company expects the majority of the current backlog will ship within the next 12 months, factors beyond the control of the Company, such as weather conditions, customer financing, building permits, order cancellations or customer requested delays, may affect the actual delivery date of an unknown portion of backlog orders beyond the twelve month period. REVENUE The Company recognizes revenue from orders when the home package is shipped. Revenue increased $350,000 (4%) to $8.45 million in the first quarter of 2000 from $8.10 million in the first quarter of 1999, primarily due to the increase in home revenue. Home revenue increased $660,000 (11%) to $6.76 million in the first quarter of 2000 from $6.10 million in the first quarter of 1999. The number of homes shipped increased 11% to 84 in the first quarter of 2000 from 76 in the first quarter of 1999. Management believes the increase in home revenue is primarily related to the effect of the mild winter weather experienced throughout most of the country and to incentives encouraging customers to take delivery of their home in the first quarter. By offering incentives to take delivery of a home earlier in the year than a customer might otherwise do, the Company will free up capacity later in the year to ship additional homes. However, unlike 1999 when early delivery incentives shifted some deliveries away from the second quarter to the first quarter, management believes that the increases in new orders and backlog will mitigate the effect of shifting deliveries away from the second quarter. As a result, management believes that second quarter deliveries should follow a more traditional pattern. The Access and Select homes (the base price of which is 25%-30% less than the traditional Cedar: Frame home) accounted for approximately 65% of home sales revenue and 70% of home units shipped in the first quarter of 2000 compared to 40% of home sales revenue and 49% of the home units shipped in the first quarter of 1999. The Select product was introduced in January 1999. 13 14 Sunroom revenue decreased $100,000 (37%) to $170,000 in the first quarter of 2000 from $270,000 in the first quarter of 1999. In early 2000, the Company introduced its new PatioRoom, an updated sunroom product with less glass and all the versatility of the traditional sunroom products at about two-thirds the price of the traditional sunroom products. Revenue from other sources, primarily material sales, decreased $210,000 (12%) to $1.53 million in first quarter of 2000 from $1.74 million in the first quarter of 1999. MATERIAL COSTS Material costs, as a percentage of revenue, were flat in the first quarter of 2000 compared to the first quarter of 1999. Material costs, as a percentage of revenue, decreased in the first half of 1999 and increased modestly during the last half of 1999. Due to higher material costs, as a percentage of revenue, in the second half of 1999 the Company announced a 3.5% staggered price increase which will become fully effective in June 2000. In dollars, material costs increased $160,000 (4%) to $4.12 million in the first quarter of 2000 from $3.96 million in the first quarter of 1999 on 8 (11%) additional home shipments. As a percent of revenue, material costs were 49% in the first quarter of 2000 and 1999. OTHER COSTS OF GOODS SOLD Non material costs, included in the costs of goods sold, increased $450,000 (18%) to $2.93 million in the first quarter of 2000 from $2.48 million in the first quarter of 1999. This increase is primarily related to the expansion of the Company's engineering capacity in response to the increase in new home orders and to increases in other manufacturing labor and labor related costs. GROSS PROFIT The increase in total revenue was more than offset by the increase in other costs of goods sold. As a result, gross profit decreased to 16.6% of revenue in the first quarter of 2000 from 20.6% of revenue for the same period in 1999. In dollars, gross profit decreased $260,000 (16%) to $1.41 million in the first quarter of 2000 from $1.67 million in the first quarter of 1999. The mix of home units delivered also impacts gross profit. The Access and Select products (the base price of which is 25% - 30% less than the Cedar Frame home) have lower material costs than the Cedar Frame, but the dollar and percentage gross margin is lower as well. The Access and Select products accounted for 65% of the home revenue and 70% of home units delivered in the first quarter of 2000 compared with 40% of the home revenue and 49% of the home units delivered in the first quarter of 1999. For all of 1999, the Access and Select products accounted for 60% of the home units delivered and 52% of home revenue, while the Access product accounted for 54% of the home units delivered and 46% of home revenue in 1998. The Select product was introduced in January 1999. OPERATING EXPENSES Total operating expenses, including display court expenses, were flat in the first quarter of 2000 compared to the same period in 1999. Selling, and general and administrative expenses increased $30,000 (2%) to $1.89 million in the first quarter of 2000 from $1.86 million in the first quarter of 1999. Selling expenses increased $30,000 (3%) to $980,000 in the first quarter of 2000 from $950,000 in the first quarter of 1999. General and administrative expenses were unchanged at $910,000 in the first quarter of 2000 and in the first quarter of 1999. Display court expenses decreased $30,000 (25%) in the first quarter of 2000. OTHER INCOME (EXPENSE), NET Other income (expense), net increased $80,000 (267%) to $50,000 in the first quarter of 2000 from $(30,000) in the first quarter of 1999. This is primarily due to the increase in interest income, $70,000 (167%), and the decrease in interest expense, $10,000 (10%) in the first quarter of 2000 compared to the first quarter of 1999. 14 15 INCOME TAX BENEFIT The Company recognized an income tax benefit of $160,000 (31%) in the first quarter of 2000 compared to an income tax benefit of $70,000 (19%) in the first quarter of 1999. In the first quarter of 1999, the Company did not recognize the income tax benefit for Canadian operating losses due to the inability to carryback the Canadian net operating losses and the uncertainty of utilizing the Canadian net operating losses against future taxable Canadian income. LIQUIDITY The Company's policy is that all home and sunroom orders be accompanied by a cash deposit and that units be paid in full before shipment or be shipped on a C.O.D. basis. The majority of home and sunroom sales are prepaid. Lumber, material and window sales are made on terms common to the industry. The Company primarily pays its vendors within stated terms and takes advantage of discounts for early payments whenever available. Operations and customer deposits for home and sunroom orders are the Company's primary source of cash. The Company maintains a $1.5 million operating line of credit with a financial institution. The line of credit bears interest at the rate of prime plus 1% and is secured by a pledge of specific assets. During the first quarter of 2000, the Company renewed its operating line of credit, which will expire on March 30, 2001. The Company maintains a letter of credit with a financial institution securing payment of the Industrial Revenue Bonds issued in November 1997. The letter of credit expires on November 15, 2002. The Company does not foresee the need to borrow on its operating line of credit during 2000. The Company continues to hedge a portion of its expected non-cedar lumber needs for its home packages using options and futures contracts. The program's objective is to manage well-defined commodity risks. These derivative financial instruments are not being used for trading purposes. CASH FLOW OPERATING ACTIVITIES Operations used $650,000 in cash in the first quarter of 2000 compared to providing $1.02 million in cash in the first quarter of 1999. In the first quarter of 2000, operating results used $20,000 in cash while changes in operating assets, primarily increases in trade and operating notes receivable, prepaid expenses and other operating assets used an additional $630,000 in cash. The increase in net receivables is primarily due to the U.S. income tax benefit arising from the first quarter loss and refundable Canadian GST taxes, which were offset by decreases in trade receivables and the allowance for doubtful accounts. The increase in other operating assets is primarily due to expenditures relating to the development of the Company's new planbook. In the first quarter of 1999, operating results provided $30,000 in cash while changes in operating assets, primarily decreases in trade and operating notes receivable and increases in current liabilities, provided $990,000 in cash. The increase in current liabilities is primarily due to seasonal increases in inventory levels, increases in customer deposits and timing of scheduled payments in relation to quarter end. The decrease in trade and operating notes receivable is primarily due to higher than normal cash collections resulting from the additional dealer cash flow generated by the increased number of homes delivered in the first quarter of 1999 over historic levels. The Company's current ratio was 2.11:1.0 at April 2, 2000 compared to 2.18:1.0 at December 31, 1999. INVESTMENT ACTIVITIES Cash used for investment in the first quarter of 2000 was $240,000 compared to $60,000 in the first quarter of 1999. Cash expenditures for property, plant and equipment were $290,000 in the first quarter of 2000 which was partially offset by the repayment of non-operating notes receivable. In the first quarter of 1999, cash expenditures for property, plant and equipment totaled $70,000 which was partially offset by repayments of non-operating notes receivable. In the first quarter of 2000, the Company took title to a dealer's display court (land and model) located in British Columbia, Canada in exchange for forgiving the mortgage it held on the property and other debt owing to the Company by the dealer. 15 16 FINANCING ACTIVITIES Cash used for financing in the first quarter of 2000 was $30,000 compared to $300,000 in the first quarter of 1999. In the first quarter of 2000, $30,000 was used to repay long-term debt. In the first quarter of 1999, $30,000 was used to repay long-term debt. An additional $270,000 was used to pay a note payable relating to the Company's assumption of debt in a transaction where the Company took title to a dealer's display court (land and model) located in Highland, Michigan. EXCHANGE RATES In the first quarter of 2000, unfavorable changes in exchange rates had a $10,000 negative effect on cash and cash equivalents while in the first quarter of 1999 favorable changes in exchange rates had a $60,000 positive effect on cash and cash equivalents. COMPARISON OF APRIL 4, 2000 BALANCE SHEET TO PRIOR YEAR CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS Cash, cash equivalents and short-term investments increased $3.07 million (72%) to $7.31 million at April 2, 2000 from $4.24 million at April 4, 1999. This increase is primarily due to the favorable operating results in 1999, the refund of prior years federal taxes, and increases in customer deposits and other current liabilities, which were partially offset by the new planbook development costs, increases in inventory and capital expenditures. RECEIVABLES Net accounts receivable decreased $1.18 million (40%) to $1.74 million at April 2, 2000 from $2.92 million at April 4, 1999. This decrease is primarily due to the reduction in refundable federal taxes reflecting the receipt of the federal tax refunds relating to the 1997 and 1998 operating losses. INVENTORY Production inventories (raw materials, work-in-process and finished goods) increased $780,000 (12%) to $7.28 million at April 2, 2000 from $6.5 million at April 4, 1999. This increase is due to the additional inventory requirements related to the increase in the number and value of new orders in the first quarter of 2000 compared to the first quarter of 1999 and the increase in the value of the backlog. OTHER ASSETS Other assets increased $660,000 (49%) to $2.01 million at April 2, 2000 from $1.35 million at April 4, 1999. This increase is primarily related to the development costs of the Company's new planbook, which was offset by the reduction in long-term notes receivable related to the note receivable exchanged for the display court located in British Columbia, Canada and payments received on other notes. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses increased $390,000 (14%) to $3.14 million at April 4, 2000 from $2.75 million at April 4, 1999. This increase is primarily due to the increase in inventory levels and the timing of scheduled payments in relation to quarter end. CUSTOMER DEPOSITS Customer deposits increased $1.22 million (30%) to $5.31 million at April 2, 2000 from $4.09 million at April 4, 1999. This increase is primarily due to the increase in new orders and the increased value of the backlog. CAPITAL EXPENDITURE FINANCING As discussed earlier, the Company received approval of its proposed modifications to the terms and conditions of the 327,000 cubic meter timber sale awarded to the Company in 1996 by the Province of British Columbia. Under the terms of the approved modifications to the timber sale the Company will invest approximately $200,000 in equipment to facilitate the re-manufacturing of lumber for its homes by an affiliate of Mill and Timber. 16 17 Other capital expenditures in 2000 will be financed from cash flow generated from operations, leasing or debt. ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. The primary market risks to which the Company is exposed are commodity lumber prices, interest rates and foreign currency exchange rates. The Company, from time to time, enters into futures contracts to hedge future purchases of specific types and grades of non-cedar lumber with the objective of reducing risk due to market fluctuations. At April 2, 2000, the Company had 38 futures contracts with broker-dealers of approximately $1.14 million maturing through January 2001 with a net deferred loss of $20,000. Such losses in fair value, if realized, would be offset by the lower costs of lumber purchased at market value. At April 4, 1999, the Company had 35 futures contracts with broker-dealers of approximately $800,000 maturing through November 1999 with a net deferred gain of $50,000. Such gains in fair value, if realized, would be offset by the higher costs of lumber purchased at market value. The Company is subject to foreign currency exchange rate exposure, primarily related to Canadian operations and the sale of homes to Canadian customers. Historically, this exposure has had a minimal impact on the Company. Home sales into countries other than Canada are made in U.S. dollars. At the present time, the Company does not hedge foreign currency risk, but may hedge known transaction exposures in the future. The Company's exposure to changes in interest rates is minimal. Interest on short-term investments of less than 90 days is based on market interest rates. At April 2, 2000, the Company's investment in fixed rate instruments was approximately $4.03 million. Of this amount approximately $3.96 million was invested in the United States and approximately $70,000 was invested in Canada. Interest rates on the U.S. investments range from 6.0% to 6.1% and mature from April 7, 2000 through July 26, 2000. Interest rates on the Canadian investments range from 4.0% to 4.2%, and mature from September 22, 2000 through February 22, 2001. Because of the relative short-term nature of these investments, the Company's exposure to interest rate fluctuation is greatly reduced. At April 4, 1999, the Company's investment in fixed rate instruments was not material. All of the Company's long-term debt is fixed rate. The Company's line of credit is based on the prime rate. During the first quarter of 2000 and through out all of 1999, the Company had no amounts owing on its line of credit. OTHER MATTERS Statements contained in this report that are not based on historical facts are forward looking statements subject to uncertainties and risks including but not limited to: the consolidation of operations, trade and government actions, changing economic conditions, trends in the housing industry, raw material and labor costs, availability of raw materials, the ability to obtain orders and recruit dealers, demographic influences and continued acceptance of products and services. 17 18 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES PART II: OTHER INFORMATION Item 1. LEGAL PROCEEDINGS The Company is routinely involved in a number of legal proceedings and claims covering a wide range of matters. In the opinion of management, the outcome of these routine matters is not expected to have any material adverse effect on the consolidated financial position or results of operations of the Company. On February 1, 2000, six current and former dealers brought suit against Lindal Cedar Homes and two of its officers and directors in the U.S. District Court for the Western District of Washington for damages arising from the Company's termination or threatened termination of their dealership agreements. In late 1998 and early 1999, the Company terminated or threatened to terminate the dealership agreements of these individuals on the grounds that the dealers had breached their agreements by selling competitive products. The dealership contract, signed by each of these claimants, strictly prohibits a dealer from selling competitive products. The complaint alleges: (a) the failure of the Company to register as a franchise in certain states, including Washington, (b) numerous violations of the Washington Franchise Investment Protection Act, and (c) illegal tie-in requirements in violation of the Sherman Act and Washington Consumer Protection Act, including treble damages. The complaint does not specify the damages sought. However, in a mediation which preceded the filing of the lawsuit, the plaintiffs claimed damages, including trebling, of approximately $10 million (prior to attorneys fees). The Company's dealer agreement provides that, following unsuccessful mediation, a dealer may pursue claims under the agreement only through an arbitration proceeding binding on the dealer and the Company. The Company expects to take the steps necessary to have the matter referred to arbitration before the American Arbitration Association. The Company believes that neither the Washington Franchise Investment Protection Act nor the Federal Sherman Act is applicable nor were there any violations of either act. The Company will vigorously defend the lawsuit. The Company has not accrued any amounts relating to these claims. Item 6(a) - EXHIBITS The following exhibits are being filed: 27 Financial Data Schedule for period ended April 2, 2000 Item 6(b) - REPORTS ON FORM 8-K There were no reports on Form 8-K filed during the first quarter of 2000. 18 19 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES 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 thereunto duly authorized. LINDAL CEDAR HOMES, INC. By: /s/ Robert W. Lindal ------------------------------------------- Robert W. Lindal Chairman and Chief Executive Officer By: /s/ Dennis Gregg ------------------------------------------- Dennis Gregg Chief Financial Officer DATE: May 17, 2000 19 20 Lindal Cedar Homes, Inc. Exhibit Index Exhibits are numbered in accordance with Item 601 of Regulation S-B EXHIBIT NUMBERS DESCRIPTION ------------- -------------------------------------------------------- 27 Financial Data Schedule for period ended April 2, 2000