SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

FORM 8-K/A

 

 

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

 

Date of Report:  April 28, 2004


Commission File Number 1-7107

 

 

LOUISIANA-PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

 

DELAWARE
(State or other jurisdiction of incorporation or organization)

93-0609074
(IRS Employer Identification No.)

 

805 SW Broadway, Suite 1200, Portland, Oregon  97205-3303
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (503) 821-5100

 

 



 

Item 7.         Financial Statements, Pro Forma Financial Statements and Exhibits.

 

(c)  Exhibits.

 

99.1                           Press release issued by Louisiana - Pacific Corporation on April 28, 2004 regarding First Quarter 2004 Results.

 

Item 12.       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 28, 2004, Louisiana - Pacific Corporation issued a press release announcing financial results for the fiscal quarter ended March 30, 2004, a copy of which is attached hereto as Exhibit 99.1.

 

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  28, 2004

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release of LP dated April 28, 2004 reporting LP’s earnings for the first quarter 2004.

 

4


Exhibit 99.1

 

 

NEWS RELEASE

 

 

 

 

 

Release

 

 

 

 

805 SW Broadway

 

Contact:

 

Portland, OR 97205

 

David Dugan  (Media Relations)

 

503.821.5100

 

503.821.5285

 

Fax: 503.821.5107

 

Becky Barckley / Mike Kinney (Investor Relations)

 

 

503.821.5100

 

FOR RELEASE AT 8:00 A.M. (EST) WEDNESDAY, APRIL 28, 2004

 

LP Reports First Quarter 2004 Profits on OSB Strength

 

Portland, Ore. (April 28, 2004) - Louisiana-Pacific Corporation (LP) (NYSE: LPX) reported today first quarter 2004 net income of $110 million, or $1.01 per diluted share, on sales from continuing operations of $695 million.  In the first quarter of 2003, LP’s net income was $1.5 million, or $0.01 per diluted share, on sales from continuing operations of $407 million.

 

For the first quarter of 2004, income from continuing operations was $116 million, or $1.06 per diluted share. In the first quarter of 2003, LP’s income from continuing operations before cumulative effect of accounting principle was $2.0 million, or $0.02 per diluted share. 

 

“This year is off to a very strong start. LP’s oriented strand board (OSB) business is setting records in volume, pricing and earnings.  The robust housing and remodeling markets have led to sharp increases in shipments of OSB, siding, decking and engineered wood products. Based upon discussions with builders, it appears that these strong markets will continue for most of 2004,” said Mark Suwyn, LP chairman and chief executive officer. 

 

“Our financial position continues to improve rapidly. We successfully implemented a tender offer and consent solicitation during the quarter – retiring nearly all of the outstanding senior subordinated notes due in 2008,” said Suwyn.  “By retiring these notes, we were able to eliminate costly debt and the associated restrictive covenants. However, the premiums paid and other costs negatively affected earnings by approximately $40 million.”

 

“We continue to invest to position ourselves for when the market eventually softens.  In OSB, our

 



 

on-going $250 million capital investment program to further lower costs, improve efficiencies and increase capacity across our existing mill system is well under way, and we have already seen positive results.  Additionally, we, along with our partner Canfor, will break ground next month on a new, state-of-the-art OSB mill in Fort St. John, British Columbia with an expected startup in late 2005,” continued Suwyn.  “We are also expanding WeatherBest® decking and SmartSide™ siding businesses to meet growing demand.”

 

At 11:00 a.m. EST (8:00 a.m. PST) today, LP will host a webcast on its first quarter 2004 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,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Net sales

 

$

695.3

 

$

406.7

 

 

 

 

 

 

 

Income before taxes, minority interest, and equity in earnings of unconsolidated affiliates

 

$

182.2

 

$

3.1

 

 

 

 

 

 

 

Income from continuing operations before cumulative effect of change in accounting principle

 

$

116.1

 

$

2.0

 

 

 

 

 

 

 

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

 

$

147.3

 

$

(5.7

)

 

 

 

 

 

 

Net income

 

$

110.3

 

$

1.5

 

 

 

 

 

 

 

Net income per share - basic

 

$

1.03

 

$

0.01

 

 

- diluted

 

$

1.01

 

$

0.01

 

Average shares outstanding (in millions)

 

 

 

 

 

Basic

 

107.6

 

104.6

 

Diluted

 

109.2

 

104.6

 

 

 

Calculation of income from continuing operations before cumulative effect of change in accounting principle, excluding gain or loss on sale or impairment of long-lived assets, other operating credits and charges, net and loss on early extinguishment of debt:

 

Income from continuing operations before cumulative effect of change in accounting principle

 

$

116.1

 

$

2.0

 

 

 

 

 

 

 

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

 

9.6

 

(12.5

)

Other operating credits and charges, net

 

0.7

 

 

Loss on early extinguishment of debt

 

40.0

 

 

 

 

50.3

 

(12.5

)

Provision (benefit) for income taxes

 

19.1

 

(4.8

)

 

 

31.2

 

(7.7

)

 

 

 

 

 

 

Adjusted income (loss) from continuing operations

 

$

147.3

 

$

(5.7

)

 

 

 

 

 

 

Adjusted income (loss) from continuing operations per share - basic

 

$

1.37

 

$

(0.05

)

 

- diluted

 

$

1.35

 

$

(0.05

)

 



 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

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

 

 

 

Quarter Ended March 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Net Sales

 

$

695.3

 

$

406.7

 

 

 

 

 

 

 

OPERATING COSTS AND EXPENSES

 

 

 

 

 

Cost of sales

 

376.6

 

330.6

 

Depreciation, amortization and cost of timber harvested

 

33.3

 

31.9

 

Selling and administrative

 

42.9

 

36.6

 

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

 

9.6

 

(12.5

)

Other operating credits and charges, net

 

0.7

 

 

Total operating costs and expenses

 

463.1

 

386.6

 

 

 

 

 

 

 

Income  from operations

 

232.2

 

20.1

 

 

 

 

 

 

 

NON-OPERATING INCOME (EXPENSE)

 

 

 

 

 

Foreign currency exchange gains (losses)

 

(0.3

)

(1.9

)

Loss on early extinguishment of debt

 

(40.0

)

 

Interest expense, net of capitalized interest

 

(20.0

)

(22.9

)

Interest income

 

10.3

 

7.8

 

Total non-operating income (expense)

 

(50.0

)

(17.0

)

 

 

 

 

 

 

Income before taxes, minority interest, and equity in earnings of unconsolidated affliates

 

182.2

 

3.1

 

Provision for income taxes

 

66.6

 

1.1

 

 

 

 

 

 

 

Equity in earnings of unconsolidated affliates

 

(0.5

)

 

 

 

 

 

 

 

Income from continuing operations before cumulative effect of change in accounting principle

 

116.1

 

2.0

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS

 

 

 

 

 

Income (loss) from discontinued operations

 

(9.5

)

(0.9

)

Provision (benefit) for income taxes

 

(3.7

)

(0.3

)

Income (loss) from discontinued operations

 

(5.8

)

(0.6

)

 

 

 

 

 

 

Income before cumulative effect of change in accounting principle

 

110.3

 

1.4

 

 

 

 

 

 

 

Cumulative effect of change in accounting principle, net of tax

 

0.1

 

 

 

 

 

 

 

 

 

 Net income

 

$

110.3

 

$

1.5

 

 

 

 

 

 

 

Net income per share of common stock:

 

 

 

 

 

Income from continuing operations

 

$

1.08

 

$

0.02

 

Income from discontinued operations

 

(0.05

)

(0.01

)

Cumulative effect of change in accounting principle

 

 

 

Net Income Per Share - Basic

 

$

1.03

 

$

0.01

 

 

 

 

 

 

 

Net income per share of common stock:

 

 

 

 

 

Income from continuing operations

 

$

1.06

 

$

0.02

 

Income from discontinued operations

 

(0.05

)

(0.01

)

Cumulative effect of change in accounting principle

 

 

 

Net Income Per Share - Diluted

 

$

1.01

 

$

0.01

 

 

 

 

 

 

 

Average shares of common stock outstanding (in millions) - Basic

 

107.6

 

104.6

 

 

- Diluted

 

109.2

 

104.6

 

 



 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 (Dollar amounts in millions) (Unaudited)

 

 

 

March 31, 2004

 

December 31, 2003

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

539.1

 

$

925.9

 

Marketable securities

 

235.7

 

-

 

Receivables, net

 

198.3

 

136.1

 

Inventories

 

223.1

 

177.5

 

Prepaid expenses

 

6.8

 

11.1

 

Deferred income taxes

 

51.7

 

51.7

 

Current assets of discontinued operations

 

22.3

 

22.8

 

Total current assets

 

1,277.0

 

1,325.1

 

Timber and timberlands

 

 

 

 

 

Forest licenses

 

81.9

 

83.3

 

Deposits and other

 

12.0

 

11.5

 

Total timber and timberlands

 

93.9

 

94.8

 

 

 

 

 

 

 

Property, plant and equipment

 

1,792.4

 

1,778.3

 

Accumulated depreciation

 

(1,014.1

)

(988.1

)

Net property, plant and equipment

 

778.3

 

790.2

 

 

 

 

 

 

 

Goodwill

 

276.7

 

276.7

 

Other intangible assets, net of amortization

 

27.0

 

26.6

 

Notes receivable from asset sales

 

403.8

 

403.8

 

Restricted cash

 

111.1

 

110.7

 

Other assets

 

114.1

 

121.2

 

Long-term assets of discontinued operations

 

38.5

 

55.3

 

Total assets

 

$

3,120.4

 

$

3,204.4

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current portion of long-term debt

 

$

9.2

 

$

8.3

 

Accounts payable and accrued liabilities

 

245.7

 

251.3

 

Current portion of contingency reserves

 

43.0

 

43.0

 

Total current liabilities

 

297.9

 

302.6

 

 

 

 

 

 

 

Long-term debt, excluding current portion:

 

 

 

 

 

Limited recourse notes payable

 

396.5

 

396.5

 

Other long-term debt

 

431.4

 

624.2

 

Total long-term debt, excluding current portion

 

827.9

 

1,020.7

 

 

 

 

 

 

 

Contingency reserves, excluding current portion

 

50.1

 

55.6

 

Deferred income taxes

 

424.6

 

407.7

 

Other long-term liabilities and pension obligations

 

76.1

 

106.9

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

116.9

 

116.9

 

Additional paid-in capital

 

425.4

 

442.3

 

Retained earnings

 

1,123.1

 

1,018.1

 

Treasury stock

 

(151.6

)

(195.2

)

Accumulated comprehensive loss

 

(70.0

)

(71.2

)

Total stockholders’ equity

 

1,443.8

 

1,310.9

 

Total liabilities and equity

 

$

3,120.4

 

$

3,204.4

 

 



 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Dollar amounts in millions) (Unaudited)

 

 

 

Quarter Ended March 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

110.3

 

$

1.5

 

Adjustments to reconcile net income to net cash provided (used in)  by operating activities:

 

 

 

 

 

Depreciation, amortization and cost of timber harvested

 

34.3

 

35.6

 

(Gain) loss on sale or impairment on long—lived assets

 

21.7

 

(19.8

)

Other operating charges and credits

 

(3.0

)

 

Loss on early debt extinguishment

 

40.0

 

 

Exchange loss on remeasurement

 

(1.5

)

5.8

 

Cash settlement of contingencies

 

(4.3

)

(5.4

)

Cumulative effect of change in accounting principle

 

 

(0.1

)

Pension payments

 

(32.4

)

(9.7

)

Other adjustments

 

8.4

 

5.6

 

Increase in receivables

 

(56.9

)

(42.5

)

Increase in inventories

 

(45.1

)

(16.5

)

Decrease in prepaid expenses

 

4.3

 

4.2

 

Increase(decrease) in accounts payable and accrued liabilities

 

(6.7)

 

(7.3

)

Increase in deferred income taxes

 

17.3

 

 

Net cash provided (used in) by operating activities

 

86.4

 

(48.6

)

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Property, plant and equipment additions

 

(28.3

)

(11.4

)

Proceeds from timber & timberland sales, net

 

 

25.5

 

Proceeds from asset sales

 

3.7

 

29.1

 

Increase in restricted cash from asset sales

 

 

(36.1

)

Increase in short—term investments

 

(235.4

)

 

Other investing activities, net

 

(1.1

)

(1.1

)

Net cash provided by (used in) investing activities

 

(261.1

)

6.0

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Net borrowings under revolving credit facilities

 

 

4.0

 

Repayment of long—term debt

 

(228.1

)

(31.6

)

Sale of common stock under equity plans

 

22.7

 

 

Payment of cash dividends

 

(5.3

)

 

Increase in restricted cash under LOCs

 

(1.4

)

 

Other financing activities, net

 

 

(0.3

)

Net cash used in financing activities

 

(212.1

)

(27.9

)

 

 

 

 

 

 

EFFECT OF EXCHANGE RATE ON CASH:

 

 

0.5

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

(386.8

)

(70.0

)

Cash and cash equivalents at beginning of period

 

925.9

 

137.3

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

539.1

 

$

67.3

 

 



 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

 

SELECTED SEGMENT INFORMATION

(Dollar amounts in millions) (Unaudited)

 

 

 

Quarter Ended March 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Net sales:

 

 

 

 

 

OSB

 

$

455.3

 

$

194.5

 

Composite Wood Products

 

104.1

 

88.7

 

Plastic Building Products

 

53.3

 

42.6

 

Engineered Wood Products

 

77.9

 

60.1

 

Other

 

8.5

 

24.7

 

Less: Intersegment sales

 

(3.8

)

(3.9

)

 

 

$

695.3

 

$

406.7

 

 

 

 

 

 

 

Operating profit (loss):

 

 

 

 

 

OSB

 

$

254.1

 

$

16.6

 

Composite Wood Products

 

14.1

 

9.1

 

Plastic Building Products

 

2.7

 

3.0

 

Engineered Wood Products

 

(1.1

)

(1.0

)

Other

 

(1.3

)

3.2

 

Other operating credits and charges, net

 

(0.7

)

 

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

 

(9.6

)

12.5

 

General corporate and other expenses, net

 

(26.0

)

(23.3

)

Foreign currency exchange gain (loss)

 

(0.3

)

(1.9

)

Gain (loss) on early extinguishment of debt

 

(40.0

)

 

Interest income (expense), net

 

(9.7

)

(15.1

)

Income before taxes, minority interest and equity in earnings of unconsolidated affliates

 

$

182.2

 

$

3.1

 

 



 

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.               Other Operating Charges and Credits, Net:

 

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

 

 

 

2004

 

2003

 

Quarter Ended March 31,

 

Pre-tax

 

After tax

 

Pre-tax

 

After tax

 

Reduction to environmental contingency reserves

 

$

1.7

 

$

1.0

 

$

 

$

 

Charges associated with the corporate relocation

 

(1.7

)

(1.0

)

 

 

Other

 

(0.7

)

(0.4

)

 

 

 

 

$

(0.7

)

$

(0.4

)

$

 

$

 

 

In the first quarter of 2004, LP recorded a gain of $1.7 million  ($1.0 after taxes, or $0.01 per diluted share) associated with a reduction in environmental reserves in relation to our former Alaska operations and a charge of  $1.7 million ($1.0 million after taxes, or $0.01 per diluted share) associated with the relocation and consolidation of LP’s corporate offices to Nashville, Tennessee.

 

3.               Gain (Loss) on Sale or Impairment of Long-Lived Assets:

 

The major components of  “Gain (loss) on sale or impairment of long-lived assets” in the Consolidated Statements Of Income for the quarter ended March 31 are reflected in the table below and are described in the paragraphs following the tables:

 

 

 

Year Ended December 31,

 

 

 

2004

 

2003

 

Quarter Ended March 31,

 

Pre-tax

 

After tax

 

Pre-tax

 

After tax

 

Gain on sales of timber

 

$

 

$

 

$

12.5

 

$

7.7

 

Gain on other long-lived assets

 

0.1

 

0.1

 

 

 

Impairment charges on fixed assets

 

(9.7

)

(6.4

)

 

 

 

 

$

(9.6

)

$

(6.3

)

$

12.5

 

$

7.7

 

 

In the first quarter of 2003, LP recorded a gain of $12.5 million ($7.7 million after taxes, or $0.07 per diluted share) associated with the sale of a portion of LP’s timberlands as part of LP’s divestiture plan.

 

In the first quarter of 2004, LP recorded a loss of $9.7 million ($6.4 million after taxes, or $0.06 per diluted share) on the cancellation of a capital project to build a veneer mill in British Columbia.

 

4.               Cumulative Effect of Change in Accounting Principle:

 

LP adopted Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations,” as of January 1, 2003. This statement addresses the retirement of long-lived assets and the associated retirement costs. Under this statement, we will record both an initial asset and a liability for the present value of estimated costs of legal obligations associated with the retirement of long-lived assets. These initial assets will be depreciated over the expected useful life of the asset. Upon adoption of this statement, we changed our accounting for landfill closures, reforestation obligations associated with certain timber licenses in Canada and other assets. Implementation of this standard resulted in income of $0.2 million (or $0.1 million after taxes) recorded as a  “cumulative effect of change in accounting principle” as of January 1, 2003.

 



 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

 

SUMMARY OF PRODUCTION VOLUMES

 

 

 

Quarter Ended March 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Oriented strand board, million square feet 3/8” basis (produced by commodity OSB mills)

 

1,364

 

1,232

 

 

 

 

 

 

 

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

 

5

 

57

 

 

 

 

 

 

 

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

 

260

 

207

 

 

 

 

 

 

 

Engineered I-Joist, million lineal feet

 

22

 

21

 

 

 

 

 

 

 

Laminated veneer lumber (LVL), thousand cubic feet

 

2,835

 

2,204

 

 

 

 

 

 

 

Composite Decking, thousand lineal feet

 

6,681

 

7,982

 

 

 

 

 

 

 

Vinyl Siding, squares

 

702

 

555