United States of America
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:  May 6, 2008

 

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)

 

1-7107

Commission File
Number

 

93-0609074
(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 May 6, 2008 Louisiana - Pacific Corporation issued a press release announcing financial results for the fiscal quarter ended March 31, 2008, 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 May 6, 2008 regarding First Quarter ended March 31, 2008 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:  May 6, 2008

 

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) TUESDAY, MAY 6, 2008

 

LP Reports First Quarter 2008 Results

 

Louisiana-Pacific Corporation (LP) (NYSE: LPX) reported today a first quarter net loss of $46 million, or $0.45 per diluted share, on sales from continuing operations of $349 million.  In the first quarter of 2007, LP’s net loss was $37 million, or $0.36 per diluted share, on sales from continuing operations of $395 million.

 

For the first quarter of 2008, loss from continuing operations was $46 million, or $0.45 per diluted share. In the first quarter of 2007, LP’s loss from continuing operations was $36 million, or $0.35 per diluted share.

 

“The continued weakness in the housing sector resulted in LP reporting a loss for the first quarter,” said Rick Frost, CEO.  “We took significant downtime at most of our mills to balance production to lowered demand.  Based upon the current inventory of existing homes, difficulties in the mortgage market, energy related raw materials costs and the possibility of a mild recession; we expect these conditions to continue for at least the next several quarters.”

 

At 11:00 a.m. ET (8:00 a.m. PT) today, LP will host a webcast on its first quarter 2008 financial results.  To access the live webcast and accompanying presentation, visit www.lpcorp.com and

 

1



 

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.

 

2



 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

 

FINANCIAL AND QUARTERLY DATA
(Dollar amounts in millions, except per share amounts) (Unaudited)

 

 

 

Quarter Ended

 

 

 

March 31,

 

 

 

2008

 

2007

 

 

 

 

 

 

 

Net sales

 

$

349.4

 

$

394.6

 

 

 

 

 

 

 

Loss before income taxes and equity in earnings of unconsolidated affiliates

 

$

(75.5

)

$

(64.1

)

 

 

 

 

 

 

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

 

$

(48.1

)

$

(32.7

)

 

 

 

 

 

 

Loss from continuing operations

 

$

(45.9

)

$

(36.1

)

 

 

 

 

 

 

Net loss

 

$

(46.4

)

$

(37.4

)

 

 

 

 

 

 

Net loss per share - basic and diluted

 

$

(0.45

)

$

(0.36

)

 

 

 

 

 

 

Average shares outstanding (in millions)

 

 

 

 

 

Basic and diluted

 

102.9

 

104.1

 

 

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

 

Loss from continuing operations

 

$

(45.9

)

$

(36.1

)

 

 

 

 

 

 

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

 

(0.4

)

5.5

 

Other operating credits and charges, net

 

(4.0

)

 

Other than temporary impairment of investments

 

0.8

 

 

 

 

(3.6

)

5.5

 

(Provision) benefit for income taxes on above items

 

1.4

 

(2.1

)

 

 

(2.2

)

3.4

 

 

 

 

 

 

 

 

 

$

(48.1

)

$

(32.7

)

 

 

 

 

 

 

Per share - basic and diluted

 

$

(0.47

)

$

(0.31

)

 

3



 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

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

 

 

 

Quarter Ended March 31,

 

 

 

2008

 

2007

 

 

 

 

 

 

 

Net Sales

 

$

349.4

 

$

394.6

 

 

 

 

 

 

 

Operating costs and expenses

 

 

 

 

 

Cost of sales

 

372.8

 

391.7

 

Depreciation, amortization and cost of timber harvested

 

26.6

 

28.5

 

Selling and administrative

 

40.1

 

40.3

 

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

 

(0.4

)

5.5

 

Other operating credits and charges, net

 

(4.0

)

 

Total operating costs and expenses

 

435.1

 

466.0

 

 

 

 

 

 

 

Loss from operations

 

(85.7

)

(71.4

)

 

 

 

 

 

 

Non-operating income (expense)

 

 

 

 

 

Foreign currency exchange gain (loss)

 

9.4

 

(2.8

)

Other than temporary investment impairment

 

(0.8

)

 

Interest expense, net of capitalized interest

 

(11.2

)

(10.3

)

Investment income

 

12.8

 

20.4

 

Total non-operating income (expense)

 

10.2

 

7.3

 

 

 

 

 

 

 

Loss before income taxes and equity in loss of unconsolidated affiliates

 

(75.5

)

(64.1

)

Benefit for income taxes

 

(35.9

)

(31.3

)

Equity in loss of unconsolidated affiliates

 

6.3

 

3.3

 

 

 

 

 

 

 

Loss from continuing operations

 

(45.9

)

(36.1

)

 

 

 

 

 

 

Discontinued operations

 

 

 

 

 

Loss from discontinued operations before income taxes

 

(0.8

)

(2.2

)

Benefit for income taxes

 

(0.3

)

(0.9

)

Loss from discontinued operations

 

(0.5

)

(1.3

)

 

 

 

 

 

 

Net loss

 

$

(46.4

)

$

(37.4

)

 

 

 

 

 

 

Net loss per share of common stock (basic):

 

 

 

 

 

Loss from continuing operations

 

$

(0.45

)

$

(0.35

)

Loss from discontinued operations

 

 

(0.01

)

Net loss - per share basic

 

$

(0.45

)

$

(0.36

)

 

 

 

 

 

 

Net loss per share of common stock (diluted):

 

 

 

 

 

Loss from continuing operations

 

$

(0.45

)

$

(0.35

)

Loss from discontinued operations

 

 

(0.01

)

Net loss - per share diluted

 

$

(0.45

)

$

(0.36

)

 

 

 

 

 

 

Average shares of stock outstanding - basic and diluted

 

102.9

 

104.1

 

 

4



 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

(Dollar amounts in millions) (Unaudited)

 

 

 

March 31, 2008

 

December 31, 2007

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

211.7

 

$

352.1

 

Short-term investments

 

202.1

 

180.1

 

Receivables, net

 

305.7

 

243.1

 

Inventories

 

224.8

 

212.1

 

Prepaid expenses and other current assets

 

4.9

 

7.6

 

Deferred income taxes

 

0.5

 

0.5

 

Current portion of notes receivable from asset sales

 

74.4

 

74.4

 

Current assets of discontinued operations

 

4.5

 

6.0

 

Total current assets

 

1,028.6

 

1,075.9

 

 

 

 

 

 

 

Timber and timberlands

 

60.1

 

64.1

 

 

 

 

 

 

 

Property, plant and equipment

 

2,284.1

 

2,257.7

 

Accumulated depreciation

 

(1,206.1

)

(1,180.9

)

Net property, plant and equipment

 

1,078.0

 

1,076.8

 

Goodwill

 

273.5

 

273.5

 

Notes receivable from asset sales

 

258.6

 

258.6

 

Restricted cash

 

69.2

 

61.2

 

Long-term investments

 

128.2

 

152.9

 

Investments in and advances to affiliates

 

197.0

 

198.2

 

Other assets

 

59.7

 

63.1

 

Long-term assets of discontinued operations

 

5.0

 

5.0

 

Total assets

 

$

3,157.9

 

$

3,229.3

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current portion of long-term debt

 

$

122.3

 

$

127.6

 

Short-term notes payable

 

83.7

 

45.2

 

Accounts payable and accrued liabilities

 

188.0

 

222.1

 

Current portion of limited recourse notes payable

 

73.5

 

73.5

 

Current portion of deferred tax liabilities

 

4.4

 

4.4

 

Current portion of contingency reserves

 

15.8

 

15.8

 

Total current liabilities

 

487.7

 

488.6

 

 

 

 

 

 

 

Long-term debt, excluding current portion:

 

 

 

 

 

Limited recourse notes payable

 

253.3

 

253.3

 

Other long-term debt

 

240.5

 

232.5

 

Total long-term debt, excluding current portion

 

493.8

 

485.8

 

 

 

 

 

 

 

Deferred income taxes

 

326.3

 

340.0

 

Other long-term liabilities

 

78.2

 

79.6

 

Contingency reserves, excluding current portion

 

12.6

 

15.8

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

116.9

 

116.9

 

Additional paid-in capital

 

436.3

 

439.0

 

Retained earnings

 

1,568.3

 

1,630.1

 

Treasury stock

 

(297.6

)

(302.0

)

Accumulated comprehensive loss

 

(64.6

)

(64.5

)

Total stockholders’ equity

 

1,759.3

 

1,819.5

 

Total liabilities and equity

 

$

3,157.9

 

$

3,229.3

 

 

5



 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

(Dollar amounts in millions) (Unaudited)

 

 

 

Quarter Ended March 31,

 

 

 

2008

 

2007

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net loss

 

$

(46.4

)

$

(37.4

)

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

 

 

 

 

 

Depreciation, amortization and cost of timber harvested

 

26.6

 

29.3

 

Loss from unconsolidated affiliates

 

6.3

 

3.3

 

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

 

(0.4

)

4.5

 

Other operating credits and charges, net

 

1.8

 

 

Exchange (gain) loss on remeasurement

 

(7.8

)

2.9

 

Cash settlement of contingencies

 

(6.1

)

(3.7

)

Pension (payments) expense, net

 

3.4

 

(5.3

)

Net accretion on available for sale securities

 

(0.6

)

(3.8

)

Other than temporary impairment on investments

 

0.8

 

 

Other adjustments, net

 

2.7

 

(0.9

)

Increase in receivables

 

(62.4

)

(55.6

)

Increase in inventories

 

(6.6

)

(33.9

)

Decrease in prepaid expenses

 

2.0

 

5.8

 

Decrease in accounts payable and accrued liabilities

 

(15.7

)

(9.7

)

(Decrease) increase in deferred income taxes

 

(6.2

)

0.2

 

Net cash used in operating activities

 

(108.6

)

(104.3

)

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Property, plant and equipment additions

 

(36.8

)

(57.9

)

Investments and advances to joint ventures

 

(4.7

)

(5.8

)

Cash paid for purchase of investments

 

(102.0

)

(703.3

)

Proceeds from sale of investments

 

91.1

 

859.6

 

Increase in restricted cash under letters of credit and credit facility requirements

 

(8.0

)

(6.5

)

Other investing activities, net

 

1.0

 

1.5

 

Net cash (used in) provided by investing activities

 

(59.4

)

87.6

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Borrowings of long-term debt

 

8.0

 

8.0

 

Repayment of long-term debt

 

(0.1

)

(0.1

)

Net borrowings under revolving credit lines and short-term notes payable

 

38.5

 

66.0

 

Payment of cash dividends

 

(15.4

)

(15.6

)

Sale of common stock under equity plans

 

 

0.1

 

Net cash provided by financing activities

 

31.0

 

58.4

 

 

 

 

 

 

 

EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS:

 

(3.4

)

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(140.4

)

41.7

 

Cash and cash equivalents at beginning of period

 

352.1

 

265.7

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

211.7

 

$

307.4

 

 

6



 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

 

SELECTED SEGMENT INFORMATION

(Dollar amounts in millions) (Unaudited)

 

 

 

Quarter Ended March 31,

 

 

 

2008

 

2007

 

 

 

 

 

 

 

Net sales:

 

 

 

 

 

OSB

 

$

154.9

 

$

188.9

 

Siding

 

107.1

 

104.1

 

Engineered Wood Products

 

60.6

 

80.2

 

Other

 

28.6

 

23.8

 

Less: Intersegment sales

 

(1.8

)

(2.4

)

 

 

$

349.4

 

$

394.6

 

 

 

 

 

 

 

Operating profit (loss):

 

 

 

 

 

OSB

 

$

(62.1

)

$

(64.5

)

Siding

 

0.3

 

9.4

 

Engineered Wood Products

 

(8.1

)

6.4

 

Other

 

(2.5

)

2.4

 

Other operating credits and charges, net

 

4.0

 

 

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

 

0.4

 

(5.5

)

General corporate and other expenses, net

 

(24.0

)

(22.9

)

Foreign currency gains (losses)

 

9.4

 

(2.8

)

Other than temporary impairment of investments

 

(0.8

)

 

Investment income

 

12.8

 

20.4

 

Interest expense, net of capitalized interest

 

(11.2

)

(10.3

)

Income (loss) from operations before income taxes

 

(81.8

)

(67.4

)

Provision (benefit) for income taxes

 

(35.9

)

(31.3

)

Income (loss) from continuing operations

 

$

(45.9

)

$

(36.1

)

 

7



 

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” and “(Gain) loss on sale or impairment of long lived assets” in the Consolidated Statements Of Income for the quarter ended March 31 are described below:

 

In the first quarter of 2007, LP recorded a charge of $5.0 million to reduce the carrying value of a sawmill mill located in Quebec to the estimated sales prices less selling costs.

 

In the first quarter of 2008, LP recorded a net gain of $4.0 associated with product related warranty reserves and insurance settlements associated with LP hardboard class action suit and other associated hardboard siding liabilities.

 

3.               During the first quarter of 2008, LP recorded other comprehensive losses of $12.7 million ($7.8 million after-tax) as a reduction to shareholders’ equity associated with LP’s auction rate security holdings due to further temporary declines in the estimated fair value.

 

4.               Income Taxes

 

 

 

Quarter Ended March 31,

 

 

 

2008

 

2007

 

Loss from continuing operations

 

$

(81.8

)

$

(67.4

)

Loss from discontinued operations

 

(0.8

)

(2.2

)

 

 

(82.6

)

(69.6

)

Total tax benefit

 

36.2

 

32.2

 

Net loss

 

$

(46.4

)

$

(37.4

)

 

Accounting standards require that income tax expense for interim periods be determined by applying the estimated annual effective income tax rate,  by income component, to year-to-date income or loss at the end of each quarter, then adding or subtracting the impact of any changes in reserve requirements or statutory tax rate changes, if any.  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 quarter ended March 31, 2008 and March 31, 2007, the primary differences between the U.S. statutory rate of 35% and the effective rate on continuing operations relate to our foreign debt structure, state income taxes and deductible foreign income taxes.

 

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

 

 

 

Quarter Ended March 31,

 

 

 

2008

 

2007

 

 

 

Tax Benefit

 

Tax Rate

 

Tax Benefit

 

Tax Rate

 

Continuing operations

 

$

35.9

 

44

%

$

31.3

 

46

%

Discontinued operations

 

0.3

 

39

%

0.9

 

39

%

 

 

$

36.2

 

44

%

$

32.2

 

46

%

 

8



 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

 

SUMMARY OF PRODUCTION VOLUMES

 

 

 

Quarter Ended March 31,

 

 

 

2008

 

2007

 

 

 

 

 

 

 

Oriented strand board, million square feet 3/8” basis (1)

 

1,067

 

1,350

 

 

 

 

 

 

 

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

 

113

 

41

 

 

 

 

 

 

 

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

 

213

 

242

 

 

 

 

 

 

 

Engineered I-Joist, million lineal feet (1)

 

18

 

35

 

 

 

 

 

 

 

Laminated veneer lumber (LVL), thousand cubic feet (1)

 

1,516

 

2,166

 

 


(1) Includes volumes produced by joint venture operations and sold to LP and volumes produced under exclusive sales arrangements.

 

9