8-K 1 v66144e8-k.txt FORM 8-K 1 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 ------------- ---------- --------------------- (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. Page 1 2 Item 7. Financial Statements and Exhibits (b) Pro forma financial information.

(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. Page 2 3 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. F-1 4 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET July 2, 2000 (Amounts in thousands)

See accompanying notes to the unaudited pro forma financial information. F-2 5 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)

See accompanying notes to the unaudited pro forma financial information. F-3 6 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)

(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. F-4 7 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%. F-5 8 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 ----------------------------- Robert W. Lindal Chairman and Chief Executive Officer By: /s/ Dennis Gregg ----------------------------- Dennis Gregg Chief Financial Officer Date: October 6, 2000 -------------------

LINDAL CEDAR HOMES INC /DE/ 8-K