UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report:  April 26, 2006

 

Commission File Number 1-7107

 

LOUISIANA-PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

1-7107

 

93-0609074

(State or other jurisdiction of
incorporation or organization)

 

Commission File
Number

 

(IRS Employer Identification No.)

 

414 Union Street, Suite 2000, Nashville, TN 37219

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (615) 986-5600

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 2.02 Results of Operations and Financial Condition.

 

The information in this Form 8-K and Exhibit 99.1, attached hereto, is furnished in accordance with SEC Release No. 33-8216. The information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

On April 26, 2006 Louisiana - Pacific Corporation issued a press release announcing financial results for the fiscal quarter ended March 31, 2006, a copy of which is attached hereto as Exhibit 99.1.

 

Item  9.01   Financial Statements, Pro Forma Financial Statements and Exhibits.

 

(d)

 

Exhibits.

 

 

 

 

 

99.1

Press release issued by Louisiana - Pacific Corporation on April 26, 2006 regarding First Quarter 2006 Results.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

LOUISIANA-PACIFIC CORPORATION

 

 

 

 

 

 

 

By:

/s/ CURTIS M. STEVENS

 

 

 

Curtis M. Stevens

 

 

Executive Vice President and Chief

 

 

Financial Officer

 

 

(Principal Financial Officer)

 

 

 

 

 

 

Date: April 26, 2006

 

 

 

3


 

Exhibit 99.1

 

 

 

 

 

 

 

NEWS RELEASE

 

 

 

 

 

Release No.

 

 

 

414 Union Street, Suite 2000

 

Contact:

Nashville, TN 37219-1711

 

Mary Cohn (Media Relations)

615.986.5600

 

615-986-5886

Fax: 615.986.5666

 

Mike Kinney / Becky Barckley (Investor Relations)

 

 

615-986-5600

 

FOR RELEASE AT 8:00 A.M. (ET) WEDNESDAY, APRIL 26, 2006

 

LP Reports First Quarter 2006 Profits

 

Louisiana-Pacific Corporation (LP) (NYSE: LPX) reported today first quarter net income of $84 million, or $0.79 per diluted share, on sales from continuing operations of $678 million. In the first quarter of 2005, LP’s net income was $102 million, or $0.92 per diluted share, on sales from continuing operations of $661 million.

 

For the first quarter of 2006, income from continuing operations was $85 million, or $0.80 per diluted share. In the first quarter of 2005, LP’s income from continuing operations was $105 million, or $0.95 per diluted share.

 

“LP had a very strong first quarter,” said CEO Rick Frost. “Sales volumes were higher in most of our product lines as our sales force was able to capitalize on the strategic investments we have made to increase capacity over the last several years and continued healthy demand for our building products. Oriented strand board (OSB) sales volume grew 14% over the same quarter last year due to volume increases resulting from our reinvestment program and the production ramp-up at our Peace Valley joint venture mill in British Columbia. Other product lines showing volume growth over the same quarter last year included LP SmartSide® (13%),  Laminated veneer lumber (LVL) (4%), Decking (35%) and Moulding (4%).”

 



 

Frost continued, “While OSB pricing was lower by 18% compared to Q1 of 2005, the price levels for most of our other products were higher, partially to offset raw material cost increases. Raw materials costs did moderate from the high level experienced last quarter, but with the recent volatility of oil pricing, controlling and predicting these costs will be an ongoing challenge.”

 

At 11:00 a.m. ET (8:00 a.m. PT) today, LP will host a webcast on its first quarter 2006 financial results. To access the live webcast and accompanying presentation, visit www.lpcorp.com and go to the “Investor Relations” section from the main menu.

 

LP is a premier supplier of building materials, delivering innovative, high-quality commodity and specialty products to its retail, wholesale, homebuilding and industrial customers. Visit LP’s web site at www.lpcorp.com for additional information on the company.

 

###

 

FORWARD LOOKING STATEMENTS

 

This news release contains statements concerning Louisiana-Pacific Corporation’s (LP) future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The matters addressed in these statements are subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from those projected, including, but not limited to, the effect of general economic conditions, including the level of interest rates and housing starts, market demand for the company’s products, and prices for structural products; the effect of forestry, land use, environmental and other governmental regulations; the ability to obtain regulatory approvals; and the risk of losses from fires, floods and other natural disasters. These and other factors that could cause or contribute to actual results differing materially from those contemplated by such forward-looking statements are discussed in greater detail in the company’s Securities and Exchange Commission filings.

 



 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

 

FINANCIAL AND QUARTERLY DATA

(Dollar amounts in millions, except per share amounts) (Unaudited)

 

 

 

Quarter Ended
March 31,

 

 

 

2006

 

2005

 

 

 

 

 

 

 

Net sales

 

$

678.3

 

$

661.4

 

 

 

 

 

 

 

Income before taxes and equity in earnings of unconsolidated affiliates

 

$

128.0

 

$

165.0

 

 

 

 

 

 

 

Income from continuing operations excluding (gain) loss on sale or impairment of long-lived assets and other operating credits and charges, net

 

$

84.9

 

$

105.1

 

 

 

 

 

 

 

Income from continuing operations

 

$

84.9

 

$

105.4

 

 

 

 

 

 

 

Net income

 

$

83.7

 

$

101.7

 

 

 

 

 

 

 

Net income per share - basic

 

$

0.79

 

$

0.92

 

- diluted

 

$

0.79

 

$

0.91

 

Average shares outstanding (in millions)

 

 

 

 

 

Basic

 

105.8

 

110.5

 

Diluted

 

106.3

 

111.3

 

 

Calculation of income from continuing operations excluding (gain) loss on sale or impairment of long-lived assets and other operating credits and charges, net:

 

Income from continuing operations

 

$

84.9

 

$

105.4

 

 

 

 

 

 

 

(Gain) loss on sale or impairment of long-lived assets

 

(0.1

)

(0.2

)

Other operating credits and charges, net

 

0.1

 

(0.3

)

 

 

 

(0.5

)

Provision for income taxes on above items

 

 

0.2

 

 

 

 

(0.3

)

 

 

 

 

 

 

 

 

$

84.9

 

$

105.1

 

 

 

 

 

 

 

Per share - basic

 

$

0.80

 

$

0.96

 

diluted

 

$

0.80

 

$

0.95

 

 



 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

(Dollar amounts in millions, except per share amounts) (Unaudited)

 

 

 

Quarter Ended March 31,

 

 

 

2006

 

2005

 

 

 

 

 

 

 

Net Sales

 

$

678.3

 

$

661.4

 

OPERATING COSTS AND EXPENSES

 

 

 

 

 

Cost of sales

 

485.5

 

425.6

 

Depreciation, amortization and cost of timber harvested

 

34.5

 

32.9

 

Selling and administrative

 

42.0

 

37.6

 

(Gain) loss on sale or impairment of long-lived assets

 

(0.1

)

(0.2

)

Other operating credits and charges, net

 

0.1

 

(0.3

)

Total operating costs and expenses

 

562.0

 

495.6

 

 

 

 

 

 

 

Income from operations

 

116.3

 

165.8

 

 

 

 

 

 

 

NON-OPERATING INCOME (EXPENSE)

 

 

 

 

 

Foreign currency exchange (loss) gain

 

2.1

 

(0.6

)

Interest expense, net of capitalized interest

 

(13.4

)

(15.7

)

Investment income

 

23.0

 

15.5

 

Total non-operating income (expense)

 

11.7

 

(0.8

)

 

 

 

 

 

 

Income before taxes and equity in earnings of unconsolidated affliates

 

128.0

 

165.0

 

Provision for income taxes

 

44.3

 

60.3

 

Equity in earnings of unconsolidated affliates

 

(1.2

)

(0.7

)

 

 

 

 

 

 

Income from continuing operations

 

84.9

 

105.4

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS

 

 

 

 

 

Loss from discontinued operations

 

(2.0

)

(6.0

)

Benefit for income taxes

 

(0.8

)

(2.3

)

Loss from discontinued operations

 

(1.2

)

(3.7

)

 

 

 

 

 

 

Net income

 

$

83.7

 

$

101.7

 

 

 

 

 

 

 

Net income per share of common stock (basic):

 

 

 

 

 

Income from continuing operations

 

$

0.80

 

$

0.95

 

Loss from discontinued operations

 

(0.01

)

(0.03

)

Net Income - per share basic

 

$

0.79

 

$

0.92

 

 

 

 

 

 

 

Net income per share of common stock (diluted):

 

 

 

 

 

Income from continuing operations

 

$

0.80

 

$

0.95

 

Loss from discontinued operations

 

(0.01

)

(0.04

)

Net Income - per share diluted

 

$

0.79

 

$

0.91

 

 

 

 

 

 

 

Average shares of stock outstanding - basic

 

105.8

 

110.5

 

Average shares of stock outstanding - diluted

 

106.3

 

111.3

 

 



 

CONDENSED CONSOLIDATED BALANCE SHEETS

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

(Dollar amounts in millions) (Unaudited)

 

 

 

March 31, 2006

 

December 31, 2005

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

698.1

 

$

607.6

 

Short-term investments

 

612.6

 

717.3

 

Receivables, net

 

177.2

 

146.8

 

Inventories

 

280.3

 

240.3

 

Prepaid expenses and other current assets

 

7.3

 

14.4

 

Deferred income taxes

 

4.9

 

 

Current portion of notes receivable from asset sales

 

70.8

 

70.8

 

Total current assets

 

1,851.2

 

1,797.2

 

 

 

 

 

 

 

Timber and timberlands

 

92.7

 

92.9

 

 

 

 

 

 

 

Property, plant and equipment

 

1,877.1

 

1,848.9

 

Accumulated depreciation

 

(1,096.7

)

(1,065.6

)

Net property, plant and equipment

 

780.4

 

783.3

 

Goodwill

 

273.5

 

273.5

 

Notes receivable from asset sales

 

333.0

 

333.0

 

Long-term investments

 

22.7

 

13.5

 

Restricted cash

 

40.1

 

55.6

 

Investments in and advances to affliates

 

216.5

 

211.0

 

Other assets

 

37.8

 

38.0

 

Total assets

 

$

3,647.9

 

$

3,598.0

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current portion of long-term debt

 

$

0.7

 

$

18.9

 

Current portion of limited recourse notes payable

 

69.7

 

69.7

 

Accounts payable and accrued liabilities

 

244.7

 

245.5

 

Current portion of contingency reserves

 

12.0

 

12.0

 

Total current liabilities

 

327.1

 

346.1

 

 

 

 

 

 

 

Long-term debt, excluding current portion:

 

 

 

 

 

Limited recourse notes payable

 

326.8

 

326.8

 

Other long-term debt

 

407.2

 

408.0

 

Total long-term debt, excluding current portion

 

734.0

 

734.8

 

 

 

 

 

 

 

Contingency reserves, excluding current portion

 

26.8

 

31.4

 

Other long-term liabilities

 

67.3

 

65.8

 

Deferred income taxes

 

376.4

 

377.0

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

116.9

 

116.9

 

Additional paid-in capital

 

432.7

 

435.5

 

Retained earnings

 

1,877.5

 

1,809.7

 

Treasury stock

 

(245.7

)

(257.0

)

Accumulated comprehensive loss

 

(65.1

)

(62.2

)

Total stockholders’ equity

 

2,116.3

 

2,042.9

 

Total liabilities and equity

 

$

3,647.9

 

$

3,598.0

 

 



 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

(Dollar amounts in millions) (Unaudited)

 

 

 

Quarter Ended March 31,

 

 

 

2006

 

2005

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

83.7

 

$

101.7

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation, amortization and cost of timber harvested

 

34.5

 

33.3

 

Earnings of unconsolidated affiliates

 

(1.2

)

(0.7

)

(Gain) loss on sale or impairment of long-lived assets

 

(0.1

)

0.3

 

Stock based compensation expense related to stock plans

 

1.5

 

0.4

 

Excess tax benefits from stock based compensation

 

(2.5

)

-

 

Tax effect of exercise of stock options

 

-

 

2.6

 

Exchange (gain) loss on remeasurement

 

(0.2

)

2.6

 

Cash settlement of contingencies

 

(4.5

)

(2.1

)

Cumulative translation adjustment and other

 

0.8

 

(3.7

)

Increase in receivables

 

(30.6

)

(36.7

)

Increase in inventories

 

(41.2

)

(55.3

)

Decrease in prepaid expenses

 

7.1

 

5.5

 

Increase in accounts payable and accrued liabilities

 

8.3

 

3.0

 

Increase (decrease) in deferred income taxes

 

(7.4

)

14.8

 

Net cash provided by operating activities

 

48.2

 

65.7

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Property, plant, and equipment additions

 

(37.6

)

(20.8

)

Investments in and advances to joint ventures

 

(4.4

)

(23.6

)

Cash paid for purchase of investments

 

(2,325.1

)

(1,159.2

)

Proceeds from sales of investments

 

2,421.9

 

1,172.4

 

(Increase) decrease in restricted cash under letter of credit requirements

 

15.5

 

(0.6

)

Other investing activities, net

 

0.3

 

(0.7

)

Net cash provided by (used in) investing activities

 

70.6

 

(32.5

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Repayment of debt

 

(20.0

)

-

 

Sale of common stock under equity plans

 

4.6

 

8.4

 

Payment of cash dividends

 

(15.9

)

(11.0

)

Excess tax benefits from stock-based compensation

 

2.5

 

 

Net cash used in financing activities

 

(28.8

)

(2.6

)

 

 

 

 

 

 

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

 

0.5

 

(0.9

)

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

90.5

 

29.7

 

Cash and cash equivalents at beginning of period

 

607.6

 

544.7

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

698.1

 

$

574.4

 

 



 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

SELECTED SEGMENT INFORMATION

(Dollar amounts in millions) (Unaudited)

 

 

 

Quarter Ended March 31,

 

 

 

2006

 

2005

 

 

 

 

 

 

 

Net sales:

 

 

 

 

 

OSB

 

$

397.6

 

$

416.2

 

Siding

 

120.7

 

95.4

 

Engineered Wood Products

 

112.4

 

109.3

 

Other

 

47.6

 

42.8

 

Less: Intersegment sales

 

 

(2.3

)

 

 

$

678.3

 

$

661.4

 

 

 

 

 

 

 

Operating profit (loss):

 

 

 

 

 

OSB

 

$

111.0

 

$

171.3

 

Siding

 

18.6

 

7.0

 

Engineered Wood Products

 

11.3

 

5.6

 

Other

 

5.4

 

5.5

 

Other operating credits and charges, net

 

(0.1

)

0.3

 

Gain (loss) on sales or impairment of long-lived assets

 

0.1

 

0.2

 

General corporate and other expenses, net

 

(28.8

)

(23.4

)

Foreign currency gains (losses)

 

2.1

 

(0.6

)

Investment income (interest expense), net

 

9.6

 

(0.2

)

Income from operations before taxes

 

129.2

 

165.7

 

Provision for income taxes

 

44.3

 

60.3

 

Income from continuing operations

 

$

84.9

 

$

105.4

 

 



 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

 

NOTES TO FINANCIAL DATA

(Dollar amounts in millions, except per share amounts) (Unaudited)

 

1.               Results of operations for interim periods are not necessarily indicative of results to be expected for an entire year.

 

2.               The major components of  “Other operating credits and charges, net” in the Consolidated Statements Of Income for the quarter ended March 31 are described below:

 

In the first quarter of 2005, LP recorded a gain of $0.9 million ($0.6 million after taxes, or $0.01 per diluted share) associated with the recovery of a previous loss associated with the sale of the Samoa, California pulp mill and a charge of $0.6 million ($0.4 million after taxes, or $0.00 per diluted share) associated with the relocation and consolidation of LP’s corporate offices to Nashville, Tennessee.

 

In the first quarter of 2006, LP recorded a charge of $0.1 million associated with the relocation and consolidation of LP’s corporate offices to Nashville, Tennessee.

 

3.              Income Taxes

 

 

 

Quarter Ended March 31,

 

 

 

2006

 

2005

 

Income from continuing operations

 

$

129.2

 

$

165.7

 

Loss from discontinued operations

 

(2.0

)

(6.0

)

 

 

127.2

 

159.7

 

Total tax provision

 

(43.5

)

(58.0

)

Net income

 

$

83.7

 

$

101.7

 

 

Accounting standards require that the estimated effective income tax rate (based upon estimated annual amounts of taxable income and expense) by income component for the year be applied to year-to-date income or loss at the end of each quarter. Each quarter the income tax accrual is adjusted to the latest estimate and the difference from the previously accrued year-to-date balance is adjusted to the current quarter. For the quarters ended March 31, 2006 and 2005, the primary differences between the U.S. statutory rate of 35% and the effective rate on continuing operations relate to the company’s foreign debt structure and state income taxes.

 

The components and associated effective income tax rates applied to each period are as follows:

 

 

 

Quarter Ended March 31,

 

 

 

2006

 

2005

 

 

 

Tax Provision

 

Tax Rate

 

Tax Provision

 

Tax Rate

 

Continuing operations

 

$

44.3

 

34

%

$

60.3

 

36

%

Discontinued operations

 

(0.8

)

40

%

(2.3

)

38

%

 

 

$

43.5

 

34

%

$

58.0

 

36

%

 



 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

SUMMARY OF PRODUCTION VOLUMES

 

 

 

Quarter Ended March 31

 

 

 

2006

 

2005

 

 

 

 

 

 

 

Oriented strand board, million square feet 3/8” basis

 

1,414

 

1,371

 

 

 

 

 

 

 

Oriented strand board, million square feet 3/8” basis (produced by wood-based siding mills)

 

68

 

 

 

 

 

 

 

 

Wood-based siding, million square feet 3/8: basis

 

251

 

250

 

 

 

 

 

 

 

Engineered I-Joist, million lineal feet

 

21

 

27

 

 

 

 

 

 

 

Laminated veneer lumber (LVL), thousand cubic feet

 

2,963

 

3,193

 

 

 

 

 

 

 

Composite Decking, million lineal feet

 

15

 

12