-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ds3i4+Xf+PZY+BiO31r8OwWxc8pLNDckBKAWixSOr11ERnTuhBwrwGNE6k2yJmi5 R5xCsdrUdN4waYqRawF9zA== 0000891020-97-000487.txt : 19970401 0000891020-97-000487.hdr.sgml : 19970401 ACCESSION NUMBER: 0000891020-97-000487 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINDAL CEDAR HOMES INC /DE/ CENTRAL INDEX KEY: 0000059591 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED WOOD BLDGS & COMPONENTS [2452] IRS NUMBER: 910508250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06087 FILM NUMBER: 97569788 BUSINESS ADDRESS: STREET 1: 4300 S 104TH PL CITY: SEATTLE STATE: WA ZIP: 98178 BUSINESS PHONE: 2067250900 MAIL ADDRESS: STREET 1: 4300 S 104TH PLACE CITY: SEATTLE STATE: WA ZIP: 98178 10-K 1 EDGAR FORM 10-K FOR LINDAL CEDAR HOMES 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1996 Commission file number 0-6087 LINDAL CEDAR HOMES, INC. (A Delaware Corporation) 4300 South 104th Place, Seattle, Washington 98178 Telephone number: (206) 725-0900 I.R.S. Employer Identification No. 91-0508250 Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $.01 per share This Statement, excluding cover page, contains 40 pages 2 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1996 [ ] 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 charter) Delaware 91-0508250 - ---------------------------------------------- ---------------------------- (State or other jurisdiction (I.R.S. Employer of organization) Identification No.) 4300 South 104th Place, Seattle, Washington 98178 - ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (206) 725-0900 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $.01 per share (Title of Class) Aggregate market price of shares held by nonaffiliates at March 18, 1997 was $6,549,944, consisting of 1,690,308 shares. The number of shares of common stock outstanding on March 18, 1997 was 4,091,136 shares. 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 twelve 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 --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( ) The total number of pages in this Form 10-K is 40. See index to exhibits on page 40. -1- 3 PART I ITEM 1. BUSINESS GENERAL Lindal Cedar Homes, Inc. (the "Company") was incorporated under the laws of the State of Washington in 1966. In 1986, the Company was reincorporated under the laws of the State of Delaware. The Company is primarily engaged in the manufacture and distribution of custom cedar homes. The Company manufactures standard dimension cedar lumber. This lumber is combined with other purchased forest products and building materials into packages which can be shipped nationally and internationally to the home buyer's construction site. The sale of homes accounted for 77% of consolidated revenue in 1996, 73% of consolidated revenue in 1995 and 71% of consolidated revenue in 1994. Sales of the homes totaled $36.0 million in 1996, $30.7 million in 1995 and $28.2 million in 1994. In 1996, 94% of the Company's home sales were made through approximately 180 independent dealers. The balance of the home sales were made from Company-operated sales courts. In 1996, the Company owned or leased 12 display courts, 10 of which were operated by independent dealers. In 1993, the Company began expanding its regional sales management structure, staffed by its employees, to replace independent manufacturer's representative functions. The transition was completed in 1995. The Company believes this new organization structure allows better control of its sales activities, and moves support and sales services closer to the dealers. Traditionally, the Company has had three classes of dealers: Commercial, Storefront/Design Center and Live-in. A Commercial dealer constructs a model home in a commercial location and operates their business from it. The Storefront/Design Center dealer displays and operates from a retail location. A Live-in dealer uses a Lindal home as their residence and place of business. The Company no longer actively recruits Live-in dealers. The Company has and continues to encourage commercial dealerships as this class of dealer has consistently proven to be superior. However, as the construction of a model home is economically unfeasible in some urban or sparsely populated areas, in 1994 the Company expanded the Storefront/Design Center concept. The Design Center, which is professionally designed, is located in a shopping center environment. It relies on in-store displays and point-of-sale materials, rather than a model home to promote and sell the Company's products. The Storefront dealer incorporates many of the features of the design center, but can be opened for a smaller investment. Of the Company's 180 dealers, approximately 40% were Commercial dealers. There were 17 operating Design Centers at the end of 1996. The majority of the remaining dealers operate from a "Storefront." The Company has three home products: the Cedar Frame, the Access and Cedar: Solid Home. The Cedar Frame Home utilizes a cavity wall. The Cedar: Solid Home utilizes, predominantly, a solid cedar wall. The Access product retains many of the features of the Cedar Frame Home, including a cavity wall. However, its list price is approximately 25% to 30% lower than a Cedar Frame Home due to a less extensive package of materials and less expensive package components. In 1996, the Access product accounted for 20% of home sales revenue and 29% of the home units shipped. In 1995, the Access product accounted for 12% of home sales revenue and 17% of the home units shipped. The Company sells homes both for year-round and vacation occupancy. Most of the purchasers of such homes are professional and business people with higher than average incomes. In -2- 4 recent years, approximately 70% of the Company's homes have been purchased for use as primary residences. The Company's principal competitor in its home market is the local custom builder; however, in some circumstances it may also compete with other pre-cut, pre-fab and modular building firms. The primary basis for competition is design services, quality of materials, price and service. The Company's revenues tend to be seasonal. Most home shipments traditionally occur between April and October. It is the Company's policy to carry sufficient amounts of inventory to respond to the needs of its customers. In 1996, 1995 and 1994, no single customer or dealer accounted for 10% or more of consolidated revenue. Besides being seasonal, the housing industry is cyclical. The Company follows industry patterns, but believes that it is somewhat better equipped to weather industry downturns than other manufacturers or builders with lower cost products that appeal to a larger but less affluent market. This belief is based upon the Lindal products' traditional appeal to the middle and upper income consumers who historically have been less affected by economic downturns. The dollar value of new orders increased 12% from 1995 to 1996. The number of new orders increased 5% from 1995 to 1996. The Access product represented 34% of new orders in 1996 compared to 22% of new orders in 1995. The Company recognizes revenue from orders when the home package is shipped. The total backlog approximated $25 million at December 31, 1996, $22 million at December 31, 1995 and $19 million at December 31, 1994. 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. Management believes that there are significant benefits to the maximum practical consolidation of manufacturing and distribution operations. The consolidation of the sunroom and window divisions into the newly created Lindal Building Products Division began in 1996. The sunroom personnel moved to the Kirkland, Washington facility, previously occupied exclusively by the window division. Currently, sunrooms continue to be manufactured by a third party. Windows continue to be manufactured at this Kirkland, Washington facility. Sunrooms continue to be manufactured, on a contract basis, by a third party in Tacoma, Washington. It is expected that Lindal Building Products will begin manufacturing sunrooms in 1997. Presently, a relocation of the Lindal Building Products Division to Skagit County, Washington is underway. Negotiations related to a facility are expected to be finalized in April 1997. This relocation of personnel is expected to occur in the third quarter of 1997. An investment of approximately $3 million is expected for plant and equipment related to the Skagit County facility. RAW MATERIALS The primary raw material used by the Company in its 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 by harvesting restrictions in the United States and Canada. In 1996, the price of cedar logs generally continued at its elevated level. The Company is aware of the potential for shortages and/or fluctuations in the price of cedar logs. At December 31, 1996, the Company believes it can meet its cedar log requirements for more than five years. The Company is working to secure its cedar raw material needs on a longer term basis. The Province of British Columbia established a program which sets aside a portion of the allowable annual -3- 5 harvesting of timber for smaller companies. The harvesting rights are sold, through timber sales, to companies which can demonstrate the highest value being added to the raw lumber through efforts made in British Columbia. In 1994, the Company was granted the rights to harvest approximately 50,000 cubic meters of timber between 1994 and 1997. The Company entered into a joint venture with a third party, who provided services related to the planning, management of timber harvesting and marketing of the logs. As the majority of the timber was not cedar or not suitable for processing in the Company's sawmill, the timber harvested was sold on the log market in Canada. By having these logs available for sale, the purchase of cedar logs for the Company's sawmill was greatly facilitated in 1994 and 1995. The harvesting of logs began in the fourth quarter of 1994. The sale of the harvested logs was essentially completed in the second quarter of 1995. Earnings, before income tax expense, from this venture, were $1,022,000 in 1995 and $25,000 in 1996. Refer to note 1(d) to the consolidated financial statements on page 23 of this report for additional information. On September 30, 1996, the award of a second timber sale was announced. The award is for 327,000 cubic meters of timber over a five-year period. It is expected that this timber sale will allow the Company to secure a cedar supply for more than five years. In 1996, 1995 and 1994, home shipments were made from Surrey, British Columbia and Kent, Washington. In anticipation of receiving the second timber sale, the process of consolidating the distribution operations in British Columbia began in early 1996. In February 1996, employees at the Kent, Washington facility were notified that the home shipment operations would move to Surrey, British Columbia. Effective January 1, 1997, all home shipments originated from the Surrey facility. Also, in anticipation of receiving the second timber sale described above, a tentative 10-year agreement was negotiated with the union for the Canadian plant employees. This agreement provides that the new jobs created/ moved to British Columbia will be at wage rates starting at 60% of the present British Columbia Coast Master Agreement and rising, over the next 10 years, to a maximum of 80% of that agreement. Still unresolved are certain matters regarding pension benefits. This agreement is expected to be ratified in the second quarter of 1997. As a condition of receiving the second timber sale, the Company committed to consolidating its home shipment operations and to moving a considerable amount of its lumber remanufacturing to British Columbia. To accomplish this consolidation, it is expected to require an investment of $5 to $6 million in new plant and equipment and the leasing of an additional seven to eight acres adjacent to the current facility. The Company is in the process of negotiating the required leases. The Company will not invest a significant amount of cash until the labor agreement is ratified. The Company has evaluated the project in light of the required capital investment, operational viability and other relevant factors. Management believes that the Canadian consolidation is in the best interest of the Company and its stockholders. Prior to being able to harvest any timber awarded in this sale, the Company is required to "substantially complete" the items it has committed to under the conditions of the timber sale. The consolidation of shipping operation has occurred. Currently, the Company is in the process of beginning the construction of the new wood remanufacturing and home distribution facility. It is currently expected that construction will begin in the third quarter of 1997 and be completed by the second quarter of 1998. It is currently expected that remanufacturing of lumber from this facility will begin in the third quarter of 1998. It is currently not known at what point the Province of British Columbia will declare that "substantial completion" has occurred. Until the British Columbia remanufacturing facility is operational, cedar lumber will continue to be remanufactured by the Company in Tacoma, Washington. When the remanufacturing of lumber is performed in Surrey, British Columbia, the Tacoma, Washington facility will provide its services exclusively to third parties. -4- 6 The Company is currently negotiating with a third party for the management of the harvesting of the timber and the sale of the resulting logs. It is currently not envisioned that a joint venture company will be formed. The negotiations are expected to be concluded early in the second quarter of 1997. The Company continues to believe that this contract 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. Management believes that the obtaining of this timber sale will greatly facilitate the procurement of cedar logs or lumber. The Surrey, British Columbia location includes and will continue to include a sawmill which currently produces the majority of the Company's cedar lumber needs. Most of the sawmill's output that meets quality standards is remanufactured into the cedar components of homes. Preferably, the higher grades of lumber are used in home packages, where the margins are better. Sawmill production that is not of a grade suitable for use in homes or is in excess of requirements for home sales is sold on the commodity lumber market. Material sales, primarily commodity lumber from all locations, approximated $3.7 million in 1996, $3.8 million in 1995 and $4.0 million in 1994. Although cedar logs 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. Since 1993, the Company has experienced the extreme volatility and record price levels that have been present throughout the forest products industry. Presently, the Company does not anticipate any serious problems in securing the needed forest products in the foreseeable future. The Company does expect that the price volatility may occur for some time. For this reason, in January 1994 the Company began hedging a portion of the expected 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. In 1996, the Canadian government implemented a lumber quota system. This quota system was part of a negotiated settlement related to the United States government's allegation that Canada was subsidizing the forest products industry. Under the quota system, each company can import to the United States a limited quantity of lumber. The Company believes that this constraint on the supply of lumber has been a significant factor in the volatility experienced in the lumber market in 1996. With the consolidation of the Company's home shipments in Surrey, British Columbia, all home packages that are not sold in Canada or overseas are imported into the United States. U.S. Customs made a ruling that a Lindal home package is not a "home" as defined by the applicable customs regulations, rather it constitutes a shipment of assorted building and forest products. This forces the Company to use a portion of its assigned quota for the lumber component of each home package. The Company believes that when a home package is imported into the United States, it constitutes a "home" under the applicable custom regulations. As such, the lumber component of the home should not be applied against its allowable lumber quota. The Company is appealing the ruling and intends to vigorously contest the matter. Irrespective of the outcome of the appeal of the ruling, the Company believes that it has sufficient quota for the term of the United States/Canadian governments' agreement, five years. FOREIGN OPERATIONS The Canadian operations have traditionally supplied wood products to the U.S. facilities and engaged in sales outside the United States. Sales to unaffiliated customers of the Canadian operations during 1996, 1995 and 1994 were as follows (in thousands of U.S. dollars): -5- 7
1996 1995 1994 ------------------------------ Home sales - Canadian $ 2,239 1,853 2,074 Home sales - overseas -- -- 687 Other operating revenue 3,147 3,600 3,396 -------- -------- -------- Total foreign sales $ 5,386 5,453 6,157 -------- -------- --------
The U.S. parent company had export sales totaling $3.3 million in 1996, $3.0 million in 1995 and $1.5 million in 1994. For additional information on the Company's foreign operations, refer to note 9 to the consolidated financial statements on page 36 of this report. EMPLOYEES At the end of February 1997, the Company had 233 employees. A significant number of the Company's Surrey, British Columbia employees are covered by a collective bargaining agreement with the IWA-Canada. In 1994 the collective bargaining agreement was extended to June 1997. In anticipation of obtaining a timber sale, a tentative 10-year agreement was negotiated with this union. This agreement provides that the new jobs created through the consolidation of operations will be at wage rates starting at 60% of the present British Columbia Coast Master Agreement and rising, over the next 10 years, to a maximum of 80% of that agreement. This agreement is expected to be ratified in the second quarter of 1997. For additional information, refer to note 7(b) to the consolidated financial statements on page 35 of this report. ITEM 2. PROPERTIES Information with respect to the location of the Company's principal locations, which are owned unless otherwise stated, at December 31, 1996 is as follows: - Seattle, Washington head office complex on two acres, with a 13,000 square foot office building and two display models. - Seattle, Washington business park adjacent to the head office complex on five acres, with 86,000 square feet of concrete tilt-up warehouse. The Company is using approximately 12,000 square feet for storage and office space. The balance of the facility is leased to third parties. At December 31, 1996, all 86,000 square feet is either leased or used by the Company. - Surrey, British Columbia manufacturing plant, warehouse, dry kilns and sawmill on ten acres with 61,000 square feet under roof. Canadian and portions of some U.S. home shipments originated from this facility in 1996 and 1995. Effective January 1, 1997, all home shipments originated from this facility. The leases for this land expire in January 1998 and June 1999 and are expected to be renewed in the ordinary course of business. These leases have been renewed regularly since the early 1970's. - Kent, Washington 38,000 square foot warehouse on two acres of land. U.S. destined and most overseas home shipments originated from this facility. Effective January 1, 1997, the Surrey, British Columbia facility shipped all home packages. The sale of this facility closed on March 28, 1997. - Renfrew, Ontario facility on 21 acres with 110,000 square feet under roof. The Company is using approximately 7,000 square feet for office and warehouse facilities. The rest of the facility is leased to third parties. -6- 8 - Tacoma, Washington woodworking operation (including dry kilns) on four acres with approximately 47,000 square feet under roof. Leases on the land and buildings expire in 2000. An additional 24,000 square feet of covered storage is currently being rented on a month-to-month basis. - Land for 11 sales locations, including the head office display court. Seven parcels are owned (four in Washington and one each in California, Michigan and Massachusetts) and four parcels are leased (two in Hawaii and one each in Ontario and Japan). The Company also owns two parcels of undeveloped land (one each in Washington and Ontario) that it intends to use for future sales locations. - Kirkland, Washington 43,000 square foot manufacturing/warehousing facility under a lease expiring in January 1998. This facility is used for the manufacture of windows. - Office space, ranging from 240 to 450 square feet per location, is leased in Michigan, Utah and Virginia for use as regional sales offices. The leases are either month-to-month or expire in 1997. ITEM 3. LEGAL PROCEEDINGS The Company is presently involved in several lawsuits which are considered ordinary, routine litigation incidental to the business of the Company. Accruals provided are believed adequate to offset any known future liabilities that may arise from these legal actions. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of security holders during the fourth quarter of 1996. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (a) Market information: The Company's common stock is traded on The NASDAQ Stock Market under the symbol LNDL. The following table sets forth the reported high and low activity for each quarter of 1996 and 1995 as reported by NASDAQ.
High Low --------------------------- 1996 ---- First quarter $ 4.38 3.93 Second quarter 4.17 3.43 Third quarter 3.95 3.83 Fourth quarter 3.98 3.70 1995 ---- First quarter 4.75 3.25 Second quarter 4.38 3.63 Third quarter 5.00 3.38 Fourth quarter 5.00 4.00
-7- 9 (b) Approximate number of shareholders of record, including beneficial shareholders:
Title of class March 18, 1997 ---------------------------------------- -------------------- Common stock of $.01 par value 349
The above number of shareholders of record excludes beneficial owners. Including beneficial owners, the Company believes that it is in compliance with the requirement for listing on the NASDAQ National Market System. (c) Dividends: No cash dividends were paid in 1996 or 1995, and the Company does not expect to pay a cash dividend in 1997. ITEM 6. SELECTED FINANCIAL DATA (In thousands, except ratios and per share amounts)
1996 1995 1994 1993 1992 ---------------------------------------------------------- Revenue $ 46,635 42,311 39,533 41,996 38,583 Operating income 1,224 653 1,251 1,254 2,282 Earnings before cumulative effect of accounting change 1,506 1,337 1,017 865 1,688 Net earnings 1,506 1,337 1,017 708 1,688 Earnings per common share before cumulative effect of accounting change .37 .33 .25 .21 .41 Net earnings per common share .37 .33 .25 .17 .41 Total assets 30,034 27,992 26,914 25,144 25,029 Working capital 10,814 8,840 8,399 8,084 7,715 Long-term debt 1,164 1,216 1,864 1,951 2,115 Current ratio 2.37:1 2.20:1 2.16:1 2.33:1 2.19:1
The computation of earnings per common share for all periods presented gives effect to a 10% stock dividend issued on May 12, 1993 and a 5-for-4 stock split effected in the form of a 25% stock dividend issued April 27, 1992. -8- 10 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES 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 sales are made on terms common to the lumber industry. The Company pays its vendors within stated terms and takes advantage of discounts for early payment. Customer deposits for home and sunroom orders and operations are the Company's primary sources of cash. The Company does not foresee the need to increase its lines of credit in 1997. Traditionally, operations have been the primary source of funds for expansion and/or facilities acquisition. As previously stated, the Company is in the process of consolidating its manufacturing and distribution operations. The Company resources required to finance the Surrey, British Columbia project and the Lindal Building Products consolidation are estimated to be $8 to $9 million over 1997 and 1998. Approximately $3 million is expected to come from the sale of undeveloped land located at Marysville, Washington, which closed in December 1996, together with the sale of the Kent, Washington facility that had previously been used for home distribution, which closed March 28, 1997. An additional $2 to $3 million is expected to come from industrial revenue bonds associated with the Lindal Building Products facility in Skagit County, Washington. Currently, the remaining $3 to $4 million is expected to be financed from cash reserves and operations. However, the Company is considering additional sources of financing. Funding for the Lindal Building Products facility is expected to be required in the spring of 1997. Funding for the Surrey, British Columbia project is expected to begin in the summer of 1997. Cash and cash equivalents decreased $399,000 (24%) from December 31, 1995 to December 31, 1996 due primarily to an increase of $1,062,000 (62%) in short-term investments. At December 31, 1996, short-term investments were composed of commercial paper, tax exempt bonds and an interest-bearing account. The proceeds from the sale of the Marysville, Washington property, $1.4 million, was invested in the interest-bearing account. This funding vehicle for the proceeds was chosen to allow the Company to avail itself of favorable tax treatment relating to the sale if the appropriate circumstance arose. The favorable circumstance did not arise and the funds were removed from the account in February 1997. Eighty-two percent of the December 31, 1996 short-term deposits mature at planned intervals before May 1, 1997. Cash and cash equivalents are traditionally at their lowest levels in the first quarter of the year. Although no need to borrow for operating needs is foreseen, should a need arise, operating lines totaling $2.9 million are available. The Company did not use the available lines of credit, at any time, in 1995 or 1996. Inventories increased $2.1 million (25%) from December 31, 1995 to December 31, 1996. Due to the continuing volatility in the lumber market, a strategy of holding larger than normal quantities of certain lumber components for homes has been pursued. This strategy is designed to allow the Company to ship complete home packages even if short-term supply disruptions occur in the lumber market. Raw materials, work-in-process and finished goods inventories turned over 4.2 times in 1996, 4.5 times in 1995 and 4.2 times in 1994. -9- 11 In 1994, the Company began hedging a portion of the non-cedar lumber needs for its home packages. Futures contracts and options are being used. The program's objective is to manage well defined commodity price risks. These derivative financial instruments are not being used for trading purposes. Refer to note 1(i) to the consolidated financial statements on pages 24 and 25 of this report for additional information. In 1996, the Company invested $630,000 in building and improvements, $410,000 in manufacturing equipment primarily at the Tacoma lumber remanufacturing facility and Lindal Building Products, $319,000 in computer related equipment and software and $269,000 for all other capital expenditures. All 1996 capital expenditures were financed from operations. In 1995, the Company invested $659,000 in computer related equipment and software and office machines, $394,000 in manufacturing equipment, $218,000 in land improvements and $317,000 for all other capital expenditures. All 1995 capital expenditures were financed from operations. In September 1995, $604,000 was expended to pay-off an 11% mortgage that was due in 2010. In 1994, the Company invested $1,023,000 in display model and design center construction or acquisition and furnishings, $223,000 to purchase land for future display model locations, $241,000 for computer related equipment and software and office machines, $70,000 to improve the Tacoma lumber remanufacturing facility, and $193,000 for all other capital expenditures. All 1994 capital expenditures were financed from operations. In addition to the $8 to $9 million for the Surrey, British Columbia and Lindal Building Products facilities, the Company expects to expend $800,000-$900,000 for a reprint of its current planbook, Originals, and will continue to evaluate purchases/projects to determine if investment is warranted. RESULTS OF OPERATIONS YEARS ENDED DECEMBER 31, 1996 AND 1995 Revenue increased $4.3 million (10%) from 1995 to 1996. Home and sunroom revenue increased $5.2 million (16%) from $33.5 million in 1995 to $38.7 million in 1996. The number of home units shipped increased 18% from 433 in 1995 to 512 in 1996. The average revenue per home unit shipped decreased 1% from $71,000 in 1995 to $70,200 in 1996 due to the Access Product. The Access Product accounted for 20% of home sales revenue and 29% of the home units shipped in 1996 compared to 12% of home sales revenue and 17% home units shipped in 1995. Material and chip sales revenue decreased $300,000 (7%) from $4.4 million in 1995 to $4.1 million in 1996. All other revenue sources decreased $500,000 (11%) from 1995 to 1996 due primarily to the revenue recognized due to the production of home plans and window sales. The gross profit percentage (gross profit/revenue) was 24.9% in 1995 compared to 23.3% in 1996. In 1995, the cost of goods sold was reduced $265,000 due to the refund of duty. In 1996, the cost of goods sold included a $150,000 charge related to the closing of the Kent, Washington distribution facility. With the cost of goods sold adjusted for each of these items, the gross profit percentage was 24.3% in 1995 compared to 23.7% in 1996. A significant increase in lumber prices in the last half of 1996, was primarily responsible for the decline in the gross profit percentage from 1995 to 1996. -10- 12 The Company expects that these historically high lumber prices will continue. Accordingly, in early 1997, a general 4.5% price increase was implemented for all home packages. This price increase is being phased in during the second quarter of 1997 and will be fully effective with shipments made in July 1997. Selling, general and administrative expenses decreased $177,000 (2%) from 1995 to 1996. Salaries and related benefits decreased $160,000 (4%) due to a second quarter 1996 reduction in the number of employees. Advertising expenses decreased $193,000 (13%). Bad debt expense increased $95,000 (85%). Equity in earnings of affiliate decreased approximately $1 million (98%). The joint venture that generated the earnings essentially completed its operations in 1995. Other, net [Other income (expense)] income increased from $5,000 in 1995 to $414,000 in 1996 primarily due to the gain on the sale of the Marysville, Washington property. Income tax expense decreased $167,000 (20%) from 1995 to 1996 due primarily to losses in the Canadian operations and a higher effective tax rate in Canada. The Company's Canadian subsidiaries had earnings before income tax expense of $805,000 in 1995 compared to a loss before income tax expense of $444,000 in 1996. YEARS ENDED DECEMBER 31, 1995 AND 1994 Revenue increased $2.8 million (7%) from 1994 to 1995. Home and sunroom sales revenue increased $2.7 million (9%) from $30.8 million in 1994 to $33.5 million in 1995. The number of home units shipped increased 5% from 413 in 1994 to 433 in 1995. The average revenue per home unit shipped increased 5% from approximately $67,800 in 1994 to $71,000 in 1995 primarily due to price increases. The gross profit percentage (gross profit/revenue) decreased from 26.3% in 1994 to 24.9% in 1995. The cost of goods sold in 1994 and 1995 were reduced $670,000 and $265,000, respectively, related to the estimated refund of duty. With these credits removed from the cost of goods sold, the gross profit percentage was 24.6% in 1994 compared to 24.3% in 1995. Selling, general and administrative expenses increased $665,000 (8%) from 1994 to 1995. Salaries and related benefits increased $410,000 (11%). Bad debt expense increased $140,000 due to the 1994 reversal of previously accrued amounts. Amortization of deferred marketing costs, primarily associated with the current planbook, increased $130,000 (199%) . Amortization of these costs began in September 1994. Settlement and related legal expenses associated with various matters incidental to the business of the Company increased $73,000 (73%). Commission expense decreased $219,000 (29%) primarily due to the phase-out of the manufacturer's representative program, which was replaced by the expanded regional management structure. Display court expenses increased $79,000 (13%) from 1994 to 1995 due to growth in the number of display models. Equity in earnings of affiliate, which were generated by a 50% owned joint venture, were $1,022,000 in 1995. This joint venture was formed to harvest and sell logs from the timber sale that was obtained in 1994. There was no equity in earnings of affiliate in 1994 or 1993. Interest income increased $264,000 (222%) from 1994 to 1995 due to interest paid on duty amounts that were refunded and additional funds being available to invest in 1995. -11- 13 Income tax expense increased $431,000 (109%) from 1994 to 1995 due primarily to the significant increase in earnings of the Canadian subsidiaries at the higher effective tax rate. In 1994 the Company's Canadian subsidiary had a loss, before income tax expense, of $114,000. In 1995 it had earnings, before income taxes, of $805,000. 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 market, raw material and labor costs, availability of raw materials, the ability to obtain orders and recruit dealers, demographic influences and continued acceptance of product and services. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements are listed in the index to consolidated financial statements and schedules on page 14 of this report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information required under this item is contained in the Registrant's 1997 Proxy Statement, and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION Information required under this item is contained in the Registrant's 1997 Proxy Statement, and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information required under this item is contained in the Registrant's 1997 Proxy Statement, and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information required under this item is contained in the Registrant's 1997 Proxy Statement, and is incorporated herein by reference. See also notes 4(d) and 8 to the consolidated financial statements on pages 31 and 35 of this report for information regarding related party transactions. -12- 14 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Financial Statements and Financial Statement Schedules: See page 14 for index to consolidated financial statements and schedules. (b) No reports on Form 8-K were filed during the last quarter of the period covered by this report. (c) Exhibits: See page 40 for index to exhibits. -13- 15 LINDAL CEDAR HOMES, INC. Index to Consolidated Financial Statements and Schedules Consolidated Financial Statements
Pages Independent Auditors' Report 15 Consolidated Balance Sheets as of December 31, 1996 and 1995 17-18 Consolidated Statements of Earnings for each of the years in the three-year period ended December 31, 1996 19 Consolidated Statements of Stockholders' Equity for each of the years in the three-year period ended December 31, 1996 20 Consolidated Statements of Cash Flows for the each of the years in the three-year period ended December 31, 1996 21-22 Notes to Consolidated Financial Statements 23-36
Schedules Schedule II - Valuation and Qualifying Accounts 37
All other schedules are omitted because they are not required or because the information is presented in the consolidated financial statements or the notes thereto. -14- 16 INDEPENDENT AUDITORS' REPORT The Board of Directors and Stockholders Lindal Cedar Homes, Inc.: We have audited the consolidated financial statements of Lindal Cedar Homes, Inc. and subsidiaries as listed in the accompanying index. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Lindal Cedar Homes, Inc. and subsidiaries as of December 31, 1996 and 1995, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1996, in conformity with generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. /s/ KPMG Peat Marwick LLP Seattle, Washington February 14, 1997 -15- 17 CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES -16- 18 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 1996 and 1995 (Dollar amounts in thousands, except per share amounts)
Assets 1996 1995 --------- --------- Current assets: Cash and cash equivalents, including time deposits of $963 in 1996 and $1,359 in 1995 $ 1,262 1,661 Short-term investments 2,776 1,714 Receivables: Trade 2,102 2,342 Current installments of long-term notes receivable 203 106 Refundable income taxes 357 -- --------- --------- 2,662 2,448 Less allowance for doubtful receivables 394 204 --------- --------- Net receivables 2,268 2,244 Inventories 10,689 8,526 Prepaid expenses 1,423 1,930 Deferred income taxes 314 157 --------- --------- Total current assets 18,732 16,232 Long-term notes receivable, excluding current installments 927 517 Investment in affiliate -- 45 Property, plant and equipment, at cost less accumulated depreciation and amortization 9,829 10,500 Other assets, at cost less accumulated amortization of $383 in 1996 and $315 in 1995 546 698 ========= ========= $ 30,034 27,992 ========= =========
See accompanying notes to consolidated financial statements. -17- 19 CONSOLIDATED BALANCE SHEETS, CONTINUED (Dollar amounts in thousands, except per share amounts)
Liabilities and Stockholders' Equity 1996 1995 ----------- ----------- Current liabilities: Current installments of long-term debt $ 52 48 Accounts payable - trade 1,467 1,492 Accrued salaries and wages 759 617 Other accrued expenses 983 682 Income taxes payable -- 188 Customer deposits 4,657 4,365 ----------- ----------- Total current liabilities 7,918 7,392 Long-term debt, excluding current installments 1,164 1,216 Deferred income taxes 210 104 Stockholders' equity: Common stock, $.01 par value. Authorized 10,000,000 shares; issued and outstanding 4,081,830 shares in 1996 and 4,060,139 shares in 1995 41 41 Additional paid-in capital 15,916 15,856 Cumulative translation adjustment (748) (644) Retained earnings 5,533 4,027 ----------- ----------- Total stockholders' equity 20,742 19,280 =========== =========== $ 30,034 27,992 =========== ===========
See accompanying notes to consolidated financial statements. -18- 20 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS Years ended December 31, 1996, 1995 and 1994 (Dollar amounts in thousands, except per share amounts)
1996 1995 1994 ----------- ----------- ----------- Revenue $ 46,635 42,311 39,533 Cost of goods sold 35,755 31,758 29,126 ----------- ----------- ----------- Gross profit 10,880 10,553 10,407 Operating expenses: Selling, general and administrative expenses 9,032 9,209 8,544 Display court expenses 624 691 612 ----------- ----------- ----------- Total operating expenses 9,656 9,900 9,156 ----------- ----------- ----------- Operating income 1,224 653 1,251 Other income (expense): Equity in earnings of affiliate 25 1,022 -- Rental income 363 326 187 Interest income 275 383 119 Interest expense (133) (223) (204) Other, net 414 5 62 ----------- ----------- ----------- Other income, net 944 1,513 164 ----------- ----------- ----------- Earnings before income tax expense 2,168 2,166 1,415 Income tax expense 662 829 398 =========== =========== =========== Net earnings $ 1,506 1,337 1,017 =========== =========== =========== Net earnings per common share $ .37 .33 .25 =========== =========== ===========
See accompanying notes to consolidated financial statements. -19- 21 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Years ended December 31, 1996, 1995 and 1994 (Dollar amounts in thousands)
Number Additional Cumulative of shares Common paid-in translation Retained outstanding stock capital adjustment earnings ----------- ----------- ----------- ----------- ----------- Balances at December 31, 1993 4,020,974 $ 40 15,748 (491) 1,673 Stock options exercised and shares issued through the Employee Stock Purchase Plan 9,899 -- 30 -- -- Current year translation adjustment -- -- -- (319) -- Net earnings 1994 -- -- -- -- 1,017 ----------- ----------- ----------- ----------- ----------- Balances at December 31, 1994 4,030,873 40 15,778 (810) 2,690 Stock options exercised and shares issued through the Employee Stock Purchase Plan 24,266 1 57 -- -- Issuance of restricted stock 5,000 -- 21 -- -- Current year translation adjustment -- -- -- 166 -- Net earnings 1995 -- -- -- -- 1,337 ----------- ----------- ----------- ----------- ----------- Balances at December 31, 1995 4,060,139 41 15,856 (644) 4,027 Stock options exercised and shares issued through the Employee Stock Purchase Plan 16,691 -- 41 -- -- Issuance of restricted stock 5,000 -- 19 -- -- Current year translation adjustment -- -- -- (104) -- Net earnings 1996 -- -- -- -- 1,506 ----------- ----------- ----------- ----------- ----------- Balances at December 31, 1996 4,081,830 $ 41 15,916 (748) 5,533 =========== =========== =========== =========== ===========
See accompanying notes to consolidated financial statements. -20- 22 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended December 31, 1996, 1995 and 1994 (In thousands)
1996 1995 1994 ---------- ---------- ---------- Cash flows from operating activities: Net earnings $ 1,506 1,337 1,017 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization of plant and equipment 949 798 785 Amortization of other assets 167 196 65 Amortization of display homes 227 245 199 Gain on disposal of property, equipment and furniture and fixtures (407) (1) (65) Undistributed loss of affiliate -- -- 6 Deferred income tax benefit (expense) (51) (55) 76 Compensation expense related to restricted stock 19 21 -- Change in operating asset and liabilities: Decrease (increase) in net receivables 73 (188) (474) Increase in inventories (2,390) (196) (524) Decrease (increase) in prepaid expenses 507 (527) (348) Increase in current liabilities other than current portion of long-term debt 522 182 1,171 Notes receivable decrease (increase) related to operating activities (331) (157) 56 Decrease in other assets related to operating activities -- 6 -- ---------- ---------- ---------- Net cash provided by operating activities 791 1,661 1,964 Cash flows from investing activities: Purchase of short-term investments (6,870) (4,218) (574) Liquidation of short-term investments 5,806 2,982 1,774 Cash received for repayment of notes (not related to the sale of homes) 60 356 216 Cash received from sale of property, equipment and furniture and fixtures 1,543 2 219 Additions to property, plant and equipment (1,625) (1,557) (822) Disbursements for loans (not related to the sale of homes) (50) (258) (271) Additions to other assets (25) (244) (191) Investment in affiliate -- (365) (346) Return of investment in affiliate 25 666 -- ---------- ---------- ---------- Net cash provided by (used in) investing activities (1,136) (2,636) 5 ---------- ---------- ---------- Subtotal, carried forward (345) (975) 1,969 ---------- ---------- ----------
(Continued) See accompanying notes to consolidated financial statements. -21- 23 CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED (In thousands)
1996 1995 1994 ---------- ---------- ---------- Subtotal, brought forward $ (345) (975) 1,969 Cash flows from financing activities: Proceeds from exercise of stock options and stock purchased through the Employee Stock Purchase Plan 41 58 30 Repayment of long-term debt (50) (53) (53) Retirement of long-term debt -- (604) (98) Additions to long-term debt -- -- 36 ---------- ---------- ---------- Net cash used in financing activities (9) (599) (85) Effect of exchange rates on cash and cash equivalents (45) 16 (27) ---------- ---------- ---------- Net increase (decrease) in cash and cash equivalents (399) (1,558) 1,857 Cash and cash equivalents at beginning of year 1,661 3,219 1,362 ---------- ---------- ---------- Cash and cash equivalents at end of year $ 1,262 1,661 3,219 ========== ========== ========== Supplemental disclosures of cash flow information - cash paid during the year for: Interest $ 133 229 206 Income taxes 1,229 630 600 ========== ========== ==========
See accompanying notes to consolidated financial statements. -22- 24 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share amounts) (1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) DESCRIPTION OF BUSINESS Lindal Cedar Homes, Inc. (Company) sells high quality, custom cedar home packages to customers, domestically and internationally, through its network of approximately 180 independent dealers. The Company generally requires cash deposits upon placement of order and final payment upon shipment of the home package. (B) PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its Canadian and domestic wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. (C) USE OF ESTIMATES The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (D) INVESTMENT IN AFFILIATE In 1994, the Company acquired a 50% interest in a corporate joint venture (JV) which was accounted for in accordance with the equity method. The remaining 50% interest was held by an unaffiliated company. Any contributions to the JV, which were made for working capital requirements, and asset or equity distributions from the JV were made in accordance with the respective ownership interests. The JV was formed to harvest timber in British Columbia, Canada. The harvesting of the timber began in the fourth quarter of 1994. The sale of the harvested logs was essentially completed in the second quarter of 1995. (E) FOREIGN EXCHANGE Assets and liabilities denominated in foreign currencies are translated at year-end exchange rates, stockholders' equity at historical rates, and revenue and expenses at weighted-average rates during the year. The resulting translation adjustment is reported as a component of stockholders' equity. (F) CASH EQUIVALENTS For purposes of the consolidated statements of cash flows, the Company considers all short-term investments with a maturity at date of purchase of three months or less to be cash equivalents. (Continued) -23- 25 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share amounts) (G) 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, and the Company records any unrealized holding gains and losses, net of income taxes, as a separate component of stockholders' equity. (H) INVENTORIES Inventories are stated at the lower of cost (principally first-in, first-out) or market (net realizable value). The Company has erected display homes in various metropolitan and recreational areas for display to the public and has adopted the policy of charging 20% of the original cost (net of estimated residual value) of such homes against income annually. It is also the Company's policy to offer for sale and to sell the display homes at prices below normal retail, but generally approximating recorded valuations plus a normal gross profit; therefore, the display homes are included in inventories at the lower of amortized cost or net realizable value. At the time of sale, any remaining unamortized amounts are charged to cost of goods sold. A summary of inventories at December 31 follows:
1996 1995 -------------------- Raw materials $ 3,491 2,838 Work-in-process 2,234 1,581 Finished goods 4,056 2,938 Display homes 908 1,169 -------------------- $10,689 8,526 ====================
(I) FINANCIAL INSTRUMENTS The fair value of the Company's financial instruments approximates their recorded value. The Company has only limited involvement with derivative financial instruments and does not use them for trading purposes. Futures and option contracts are used to manage well-defined commodity price risks on noncedar lumber used in home packages. Deferred gains or losses under futures and option contracts are included on a net basis in the carrying amounts of inventories in the consolidated balance sheet. (Continued) -24- 26 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1996, 1995 and 1994 At December 31, 1996, the Company had 16 futures contracts with broker-dealers of approximately $442 maturing through September 1997 with a net deferred gain of $67. The Company is exposed to, but does not anticipate, credit loss in the event of nonperformance by the other parties to the contracts. The Company does not obtain or provide collateral or other security to support the contracts. (J) PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment is provided over the estimated useful lives of the respective assets on the straight-line basis. Leasehold improvements are amortized on the straight-line basis over the terms of the respective leases, if shorter than their estimated useful lives. Improvements and additions are capitalized; maintenance and repairs are charged to expense. The estimated useful lives for buildings and leasehold improvements range from 3 to 30 years; and for equipment, furniture and fixtures 3 to 10 years. (K) INCOME TAXES Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. No provision has been made for U.S. Federal income taxes on the undistributed earnings of the Company's foreign subsidiaries as it is management's intention to reinvest such earnings indefinitely or to distribute them in a manner which will not generate significant additional taxes. At December 31, 1996, the Company's cumulative undistributed earnings of the subsidiaries for which Federal income taxes have not been provided was $512. (L) EARNINGS PER COMMON SHARE Earnings per common share are computed based on the weighted average number of common shares and common share equivalents outstanding. When dilutive, stock options are included as common share equivalents using the treasury stock method. There was no difference between primary and fully diluted earnings per share for all periods presented. The number of shares used to compute primary and fully diluted earnings per share was 4,097,801 and 4,112,994 for 1996; 4,085,420 and 4,094,005 for 1995; and 4,056,477 and 4,057,688 for 1994. (Continued) -25- 27 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share amounts) (M) ADVERTISING The Company expenses advertising costs when the related advertising first takes place. The Company recognized advertising expense of $1,264 in 1996, $1,480 in 1995, and $1,449 in 1994. (N) STOCK OPTION PLANS Prior to January 1, 1996, the Company accounted for its stock option plans in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. As such, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. On January 1, 1996, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, which permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 also allows entities to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made in 1995 and future years as if the fair-value-based method defined in SFAS No. 123 had been applied. The Company has elected to continue to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123. (2) PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at December 31 consists of the following:
1996 1995 --------------------- Buildings and leasehold improvements $ 8,204 7,634 Equipment 4,834 4,618 Furniture and fixtures 3,463 3,079 --------------------- 16,501 15,331 Less accumulated depreciation and amortization 9,432 8,856 --------------------- 7,069 6,475 Land 2,760 4,025 --------------------- Net property, plant and equipment $ 9,829 10,500 =====================
(Continued) -26- 28 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1996, 1995 and 1994 (3) LONG-TERM DEBT Long-term debt at December 31 consists of the following:
1996 1995 ------------------- First mortgage note payable, due in monthly installments of $13, including interest at 9.5%; final payment due 2009 $1,183 1,230 Other 33 34 ------------------- Total long-term debt 1,216 1,264 Less current installments 52 48 ------------------- Long-term debt, excluding current installments $1,164 1,216 ===================
At December 31, 1996, certain properties, having an aggregate net book value of approximately $3,577, are pledged as collateral for the above long-term debt. Long-term debt matures as follows:
There- 1997 1998 1999 2000 2001 after ------------------------------------------------------------------- $ 52 57 63 70 76 898 ===================================================================
At December 31, 1996, the Company had $2,865 of unsecured lines of credit with banks to be drawn upon as needed, with interest at 1/2% above the prime rate. A $2,500 line of credit expires in April 1997 with the remaining line of credit expiring in July 1997. (4) STOCKHOLDERS' EQUITY (A) EMPLOYEE STOCK OPTION PLANS The Company has provided for the granting of stock options to key employees under two plans: the 1984 Incentive Stock Option Plan (the 1984 Plan) and the 1988 Combined Incentive Stock Option and Non-Qualified Stock Option Plan (the 1988 Plan). Both plans are administered by the Compensation Committee of the Board of Directors (Committee). Under the terms of the 1984 Plan, options to purchase shares of the Company's common stock were granted at a price equal to the fair market value of the stock at the date of grant. The 1984 Plan expired on December 21, 1994 and no future options will be granted under this plan. (Continued) -27- 29 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share amounts) There are 466,971 shares of common stock authorized for grants under the terms of the 1988 Plan. Options granted under this plan may be designated as incentive or nonqualified at the discretion of the Committee. The exercise price of the options granted under this plan is set at the time of grant, but may not be less than the fair market value of the Company's stock at the date of grant. At December 31, 1996, there were 53,288 options available for grant. This plan will expire on May 26, 1998. Generally, options under both plans vest and may be exercised over either a five-year period in cumulative increments of 20% each year beginning one year from the date of grant, or as determined at the discretion of the Committee. Options granted, other than incentive options to 10% stockholders, expire ten years from the date of grant. Incentive options to 10% stockholders expire five years from the date of grant. A summary of the status of both fixed stock option plans as of December 31, 1996, December 31, 1995 and December 31, 1994 and changes during the years ended on those dates is presented below: 1996 1995 1994 ---------------------- --------------------- --------------------- WEIGHTED- Weighted- Weighted- AVERAGE average average EXERCISE exercise exercise SHARES PRICE Shares price Shares price ---------------------- ---------------------- --------------------- Outstanding at beginning of year 323,068 $ 4.12 340,995 $ 4.03 287,041 $ 4.31 Granted 223,400 3.76 - - 99,500 3.54 Exercised (12,843) 2.16 (16,033) 2.09 (2,274) 3.27 Relinquished (66,654) 4.44 (1,894) 4.95 (43,272) 4.83 ---------- ---------- ---------- Outstanding at end of year 466,971 $ 3.96 323,068 $ 4.12 340,995 $ 4.03 ====================== ====================== ===================== Options exercisable at year-end 318,216 259,370 248,556 ======= ======= ======= Weighted-average fair value of options granted during the year $ 2.05 $ - ====== ======
(Continued) -28- 30 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1996, 1995 and 1994 The following table summarizes information about both fixed stock option plans at December 31, 1996:
Options outstanding Options exercisable -------------------------------------------- ----------------------------- Weighted- average Weighted- Weighted- remaining average average Range of Number contractual exercise Number exercise exercise prices outstanding life price exercisable price - ----------------------------------------------------------------- --------------------------- $2.94 to $4.36 381,446 7.8 years $ 3.66 242,546 $ 3.62 $4.80 to $5.38 85,525 4.8 years 5.28 75,670 5.29 ------------ ------------- $2.94 to $5.38 466,971 7.3 years $ 3.96 318,216 $ 4.02 ============================================ ===========================
(B) DIRECTORS AND DISTRIBUTORS STOCK OPTION PLAN In 1994, 110,000 shares of common stock were reserved for issuance to nonemployee directors of the Company and distributors who serve on the Distributor Advisory Council (Council). In 1995, the shareholders approved an amendment to the Plan which, among other things, increased the number of shares reserved for issuance under the Directors and Distributors Stock Option Plan (Plan) from 110,000 shares to 210,000 shares. At December 31, 1996, there were 92,491 options available for grant. For the year of 1994, nonemployee directors were granted options to purchase one share of common stock for each $1 of net after-tax earnings of the Company. The exercise price was the market price of the Company's stock on the first business day of 1994. The 1995 amendment to the Plan also changed the formula used to grant options to nonemployee directors. Pursuant to this amendment, nonemployee directors, when first elected to the Board by the shareholders, would receive an initial grant of options to purchase 10,000 shares of the Company's common stock. The nonemployee directors in office when this amendment was approved were granted, effective the day the amendment was approved, options to purchase 10,000 shares of the Company's common stock. This amendment further provided that options to purchase 5,000 shares of the Company's common stock would be granted to nonemployee directors each October 1, commencing in 1995. The exercise price of each option is the fair market value on the date of grant. The options granted to directors who are not a Lindal distributor vest and are exercisable six months after the grant. Options granted to a director, who is also a Lindal distributor, vest and become exercisable as described below. (Continued) -29- 31 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share amounts) On February 1 of each year, every distributor who serves on the Council is granted options to purchase 100 shares of common stock for each year of service on the Council. The options vest and are exercisable over a four-year period beginning with 20% after six months and in annual cumulative increments of 20% beginning from the date of grant. The exercise price of each option is the fair market value on the grant date. Options granted to nonemployee directors who are not Lindal distributors expire at the earliest of 10 years from the date of grant or one year after the option holder ceases to be a director. Options granted to distributors, including nonemployee directors who are Lindal distributors, expire at the earliest of 10 years from the date of grant, 90 days after the option holder ceases to be a distributor for any reason other than death or one year after death. A summary of the status of this fixed stock option plan as of December 31, 1996, December 31, 1995 and December 31, 1994 and changes during the years ended on those dates is presented below:
1996 1995 1994 ------------------------------ ------------------------------ --------------------------- WEIGHTED- Weighted Weighted- AVERAGE -average average EXERCISE exercise exercise SHARES PRICE Shares price Shares price ------------------------------ ------------------------------ --------------------------- Outstanding at beginning of year 96,119 $ 4.23 18,444 $ 5.87 7,452 $ 6.36 Granted 22,100 4.14 79,400 3.89 11,102 5.55 Relinquished (710) 5.38 (1,725) 6.15 (110) 6.36 ---------------- ------------ ------------ Outstanding at end of year 117,509 $ 4.21 96,119 $ 4.23 18,444 $ 5.87 ============================== ============================== ============================ Options exercisable at year-end 80,919 54,185 5,211 ================ ============ ============ Weighted-average fair value of options granted during the year $ 2.36 $ 2.22 ================ ============
(Continued) -30- 32 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1996, 1995 and 1994 The following table summarizes information about this fixed stock option plan at December 31, 1996:
Options outstanding Options exercisable ---------------------------------------------- ----------------------------- Weighted- Weighted- average average Weighted Range of Number remaining exercise Number average exercise prices outstanding contractual life price exercisable exercise price - --------------------------------------------------------------------- ----------------------------- $3.50 to $5.00 106,100 8.6 years $ 3.99 70,960 $ 3.95 $6.00 to $6.36 11,409 7.2 years 6.20 9,959 6.20 ------------- --------------- $3.50 to $6.36 117,509 8.5 years $ 4.21 80,919 $ 4.23 ============================================== =============================
(C) EMPLOYEE STOCK PURCHASE PLAN The Company's 1993 Employee Stock Purchase Plan provides for 110,000 shares of the Company's common stock to be reserved for issuance upon exercise of purchase rights granted to participating employees of the Company. The purchase rights are exercisable annually on October 1 of each year at a price equal to the lesser of 85% of the fair market value of the Company's stock at the beginning or end of the annual period. In 1996, 1995 and 1994, 3,848, 8,233 and 7,625 shares, respectively, were issued under the plan. (D) OTHER GRANTS OF OPTIONS On June 30, 1995, the Executive Committee of the Board of Directors granted options to purchase 10,000 shares to Robert McLennaghan for consulting services performed for the Company. The per share exercise price of the options was the fair market value on the date of grant, $3.75. The options were immediately exercisable and expire at the earlier of 10 years from the date of grant or one year after death. The weighted-average fair value of these options was $2.12 per share. Mr. McLennaghan is the husband of Bonnie McLennaghan, who is the daughter of Sir Walter Lindal. (E) ISSUANCE OF RESTRICTED STOCK Pursuant to a revised compensation program for nonemployee directors, a total of 4,000 shares of the Company's common stock was issued in 1996 and 5,000 shares of the Company's common stock were issued in 1995. The stock issued to the nonemployee directors was valued at the fair market value at the date of grant. As the stock issued was not registered, all certificates bear the appropriate restrictive legend. Compensation expense of $15 and $21 was recorded in 1996 and 1995, respectively. (Continued) 31 33 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share amounts) Pursuant to pre-employment negotiations, in January 1996, 1,000 shares of common stock were issued, and valued at the fair market value at the date of grant, to the person who became the manager of the Company's building products division. As the stock has not been registered, the certificate bears the appropriate restrictive legend. A charge of $4 was recorded as compensation expense in 1996. (F) OPTION COMPENSATION EXPENSE The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions for both 1996 and 1995: expected dividend yield 0%, risk free interest rates ranging from 5.8% to 7.5%, expected term of 8.4 years and expected volatility of 37.5%. The Company applies APB Opinion No. 25 in accounting for its stock options in the consolidated financial statements. Had the Company determined compensation cost based on the fair value at the date of grant for its stock options under SFAS No. 123, the Company's net earnings and net earnings per common share would have been reduced to the pro forma amounts indicated below:
1996 1995 ---------------------- Net earnings As reported $ 1,506 1,337 Pro forma 1,311 1,227 Net earnings per common shares: As reported .37 .33 Pro forma .32 .30
The pro forma amounts reflect only options granted in 1996 and 1995. Therefore, the full impact of calculating compensation cost for stock options under SFAS No. 123 is not reflected in the pro forma amounts presented above because compensation cost is reflected over the options vesting period of five years and compensation cost for options granted prior to January 1, 1995 is not considered. (Continued) -32- 34 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1996, 1995 and 1994 (5) INCOME TAXES Total income tax expense (benefit) was allocated as follows:
1996 1995 1994 ----------------------------------- Current: U.S. Federal $ 1,057 542 394 Canadian (357) 339 (76) State 13 3 5 ----------------------------------- 713 884 323 Deferred: U.S. Federal (141) (53) 79 Canadian 90 (2) (4) ----------------------------------- (51) (55) 75 ----------------------------------- \ Total $ 662 829 398 ===================================
The income tax expense in the consolidated financial statements differs from the amount of income tax determined by applying the applicable U.S. Federal statutory income tax rate to pretax income as follows:
1996 1995 1994 ----------------------------- Statutory tax rate 34 % 34 % 34 % Effect of Canadian taxes (5) 3 (3) Valuation of deferred tax assets - - (4) Other, net 2 1 1 ----------------------------- 31 % 38 % 28 % =============================
(Continued) -33- 35 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share amounts) The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31 are as follows:
1996 1995 ---------------- Deferred tax assets: Receivables, due to the allowance for doubtful receivables $ 128 64 Uniform inventory capitalization for tax purposes 34 20 Accrued expenses deductible in different years for tax 152 73 ---------------- Deferred tax assets 314 157 Deferred tax liabilities - property, plant and equipment, principally due to differences in basis of assets and depreciation 210 104 ---------------- Net deferred tax asset $ 104 53 ================
The Company's Canadian subsidiaries had losses before income taxes of $444 in 1996 and $114 in 1994. In 1995, the Canadian subsidiaries had earnings before income taxes of $805. (6) LEASED ASSETS AND LEASE COMMITMENTS The Company controls certain properties under operating leases, some of which are subleased to dealers. In addition, the Company leases certain production facilities and equipment. A summary of rent expense under noncancelable operating leases follows:
1996 1995 1994 ----------------------------- Gross rent expense $ 473 427 412 Less sublease rentals 42 5 16 ----------------------------- Net rent expense $ 431 422 396 =============================
Noncancelable long-term operating lease commitments are as follows:
Years ending December 31 Aggregate minimum rentals ----------------------------- ----------------------------- 1997 $ 371 1998 165 1999 132 2000 66 ------ $ 734 ======
(Continued) -34- 36 LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1996, 1995 and 1994 (7) RETIREMENT PLANS (A) SALARY SAVINGS PROFIT SHARING PLAN The Company's Salary Savings Profit Sharing Plan under Section 401(k) of the Internal Revenue Code covers substantially all full-time nonunion employees. Plan participants may contribute up to 15% of their annual salary to the plan with the Company making a matching contribution in the amount of 25% of such employee contributions. Plan administration costs and the Company's costs of matching employees' contributions to the plan totaled $85 in 1996, $78 in 1995 and $65 in 1994. The Company may also contribute to the plan such additional amounts as the Board of Directors may determine in its sole discretion. The Board of Directors decided that $31 accrued at both December 31, 1995 and 1994 should be contributed in 1996 and 1995, respectively, to this plan on behalf of the employees. (B) PENSION PLAN The Company contributes to various trusteed defined benefit pension plans under industry-wide agreements. These contributions are based on the hours worked by employees covered under collective bargaining agreements. Pension expense for these plans were $165 in 1996, $185 in 1995 and $228 in 1994. In 1994, a new collective bargaining agreement was negotiated for the woodworkers in the Province of British Columbia. The agreement required that employers make two "one time" contributions to the plan. One payment for $22 was made in November 1994. The second payment of $38 was made in June 1995. (8) RELATED PARTY TRANSACTIONS In 1996, 1995 and 1994, the Company made payments to a private company controlled by Sir Walter Lindal and certain other members of the Lindal family who are officers and directors of the Company of $34 in each of the respective years as consideration for the use of various patents. Sales of homes to certain members of the Board of Directors who are also dealers totaled approximately $639 in 1996, $949 in 1995 and $419 in 1994. All sales were made under normal trade terms. (Continued) -35- 37 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share amounts) (9) FOREIGN OPERATIONS The Company and its subsidiaries are primarily engaged in the manufacture and distribution of cedar homes. Company operations are conducted in the United States and in Canada.
1996 1995 1994 -------------------------------------- Revenue: United States: Sales to unaffiliated customers $ 41,249 36,858 33,376 Transfers to Canadian operations 6,172 1,957 1,874 ---------------------------------------- 47,421 38,815 35,250 Canada: Sales to unaffiliated customers 5,386 5,453 6,157 Transfers to U.S. operations 11,440 7,053 8,802 ---------------------------------------- 16,826 12,506 14,959 ---------------------------------------- 64,247 51,321 50,209 Less interarea transfers 17,612 9,010 10,676 ---------------------------------------- Total $ 46,635 42,311 39,533 ======================================== Operating income (loss): United States 1,869 1,134 1,420 Canada (645) (481) (169) ---------------------------------------- Total $ 1,224 653 1,251 ======================================== Identifiable assets: United States 23,116 22,423 20,933 Canada 6,918 5,569 5,981 ---------------------------------------- Total $ 30,034 27,992 26,914 ========================================
Interarea transfers are made at amounts which approximate fair market values. The net identifiable assets located in Canada approximate total gross identifiable assets. (10) LITIGATION 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. -36- 38 Schedule II LINDAL CEDAR HOMES, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS Years ended December 31, 1996, 1995 and 1994 (In thousands)
Column A Column B Column C Column D Column E - ----------------------------------------------------------------------------------------------------------------- Additions ---------------------------- (1) (2) Charged Charged Balance at to costs to other Balance beginning and accounts - at end Description of year expenses describe Deductions of year - -------------------------------------------------------------------------------------------------------------------- 1996 Allowance for doubtful receivables 1 (a) $204 205 - 14 (b) 394 ================================================================================= 1995 Allowance for doubtful receivables (2) (a) $203 111 - 112 (b) 204 ================================================================================= 1994 Allowance for doubtful receivables 3 (a) $249 (29) - 14 (b) 203 =================================================================================
(a) Adjustments due to fluctuations in the Canadian dollar exchange rate. (b) Deductions represent the write-off of uncollectible accounts receivable. -37- 39 SIGNATURES Pursuant to the requirements of Section 13 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. March 31, 1997 /s/ ROBERT W. LINDAL ----------------------------------------- Robert W. Lindal, Chairman Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date 3/31/97 /s/ SIR WALTER LINDAL Date 3/31/97 /s/ ROBERT W. LINDAL ------------ -------------------------------- ------------ --------------------------------- Sir Walter Lindal Robert W. Lindal Director and Secretary Director, Chairman and Chief Executive Officer Date 3/31/97 /s/ DOUGLAS F. LINDAL Date 3/31/97 /s/ MARTIN J. LINDAL ------------ -------------------------------- ------------ --------------------------------- Douglas F. Lindal Martin J. Lindal Director, President Director and and Chief Operating Officer Vice President Information Systems and Assistant Secretary Date 3/31/97 /s/ JOHN F. DACY Date ------------ -------------------------------- ------------ --------------------------------- John F. Dacy Everett G. Martin Vice President Finance Director and Vice and Treasurer President Midwest (Principal Financial and and Eastern Canada Accounting Officer)
-38- 40 Date Date ------------ -------------------------------- ------------ --------------------------------- Harry A. Pryde Rick L. Stanley Director Director Date 3/28/97 /s/ WILLIAM W. WEISFIELD Date ------------ -------------------------------- ------------ --------------------------------- William M. Weisfield Charles R. Widman Director Director
-39- 41 LINDAL CEDAR HOMES, INC. EXHIBIT INDEX Exhibits are numbered in accordance with Item 601 of Regulation S-K.
Exhibit numbers Description ------- ----------- (3.1) Certificate of incorporation (a) (3.2) Bylaws (a) (3.3) 1993 Amendment to the Certificate of Incorporation (d) (10.1) 1984 Incentive Stock Option Plan (b) (10.3) 1988 Combined Incentive Stock Option Plan and Non-Qualified Stock Option Plan (c) (10.4) Directors and Distributors Stock Option Plan (d) (10.5) 1993 Employee Stock Purchase Plan (d) (10.6) Amendment to the Directors' and Distributors' Stock Option Plan (e) (21) Subsidiaries of the registrant (23) Consent of Independent Certified Public Accountants
(a) Incorporated herein by reference from the registration on Form 8B of Lindal Cedar Homes, Inc., a Delaware corporation, dated March 14, 1987. (b) Incorporated herein by reference from the Registrant's Form 10-K filed for the fiscal year ended December 31, 1986. (c) Incorporated herein by reference from the Registrant's Form 10-K filed for the fiscal year ended December 31, 1989. (d) Incorporated herein by reference from the Registrant's Form 10-K filed for the fiscal year ended December 31, 1993. (e) Incorporated herein by reference from the Registrant's Proxy Statement dated April 27, 1994. Copies of the above exhibits may be obtained from the Securities and Exchange Commission or the Registrant by request. -40- EX-21 2 SUBSIDIARIES OF THE REGISTRANT 1 Exhibit (21) SUBSIDIARIES OF THE REGISTRANT The following is a list of all subsidiaries, including the jurisdiction under which each was organized:
Subsidiary Jurisdiction ---------- ------------ Lindal Homes South Pacific, Inc. (a) Hawaii Lindal Cedar Homes, M.W., Inc. (a) Michigan Justus Log Homes, Inc. (a) Washington Lindal Holdings, Inc. (a) British Columbia, Canada Lindal Cedar Homes, Ltd. (d) British Columbia, Canada New Vision Log Sales, Ltd. (e) British Columbia, Canada Camida Timber Ltd. (c) British Columbia, Canada WindowVisions, Inc. (a) Washington WDK, Ltd. (b) Washington
(a) Wholly-owned subsidiary (b) Wholly-owned subsidiary of Justus Log Homes, Inc. (c) 50% owned subsidiary of Lindal Cedar Homes, Ltd. (d) Wholly-owned subsidiary of Lindal Holdings, Inc. (e) Wholly-owned subsidiary of Lindal Cedar Homes, Ltd. -41- EX-23 3 CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS 1 Exhibit (23) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors and Stockholders Lindal Cedar Homes, Inc.: We consent to incorporation by reference in the registration statement (No. 33-64186) on Form S-8 of Lindal Cedar Homes, Inc. of our report dated February 14, 1997 relating to the consolidated balance sheets of Lindal Cedar Homes, Inc. and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of earnings, stockholders' equity, and cash flows and related schedule for each of the years in the three-year period ended December 31, 1996, which report appears in the December 31, 1996 annual report on Form 10-K of Lindal Cedar Homes, Inc. /s/ KPMG Peat Marwick LLP Seattle, Washington March 26, 1997 -42- EX-27 4 FINANCIAL DATA SCHEDULE
5 0000059591 LINDAL CEDAR HOMES, INC. YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 4,038 0 2,102 394 10,689 18,732 19,261 9,432 30,034 7,918 1,164 0 0 41 20,701 30,034 46,635 46,635 35,755 35,755 0 205 133 2,168 662 1,506 0 0 0 1,506 .37 .37
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