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 27, 2005

 

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.

 

(c)  Exhibits.

 

99.1                           Press release issued by Louisiana - Pacific Corporation on April 27, 2005 regarding First Quarter 2005 Results.

 

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

 

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 27, 2005 Louisiana - Pacific Corporation issued a press release announcing financial results for the fiscal quarter ended March 31,2005, 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 27, 2005

 

 

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. (EDT) WEDNESDAY, APRIL 27, 2005

 

LP Reports First Quarter 2005 Profits

 

Nashville, TN. (April 27, 2005) - Louisiana-Pacific Corporation (LP) (NYSE: LPX) reported today first quarter net income of $102 million, or $0.91 per diluted share, on sales from continuing operations of $680 million.  In the first quarter of 2004, LP’s net income was $107 million, or $0.98 per diluted share, on sales from continuing operations of $695 million.

 

For the first quarter of 2005, income from continuing operations was $104 million, or $0.93 per diluted share. In the first quarter of 2004, LP’s income from continuing operations was $112 million, or $1.03 per diluted share.  First quarter 2004 results included charges primarily for the early extinguishment of debt, impairments of long-lived assets, litigation and other net operating charges totaling $56 million ($35 million after tax, or $0.36 per diluted share).

 

“LP had another strong earnings quarter, driven by continued strength in housing starts and very good OSB prices,” said LP CEO Rick Frost.  “OSB prices increased substantially over the prior quarter, but were lower than first quarter 2004 levels.”

 

 “Our Engineered Wood Products segment increased quarterly sales 37% over the same period last year,” continued Frost.  “Our Siding segment was affected by unfavorable weather conditions in the Northeast that dampened sales and operational issues at our Silsbee, Texas plant.”

 

1



 

Frost concluded, “Cost of sales was quite a bit higher in first quarter compared to the same quarter last year, due to increased shipments of LVL and I-Joists, higher raw materials costs for wood and oil-based resins, and a stronger Canadian dollar.”

 

At 11:00 a.m. EST (8:00 a.m. PST) today, LP will host a webcast on its first quarter 2005 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.

 

2



 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

 

FINANCIAL AND QUARTERLY DATA

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

 

 

 

Quarter Ended

 

 

 

March 31,

 

 

 

2005

 

2004

 

 

 

 

 

 

 

Net sales

 

$

680.0

 

$

695.3

 

 

 

 

 

 

 

Income before taxes and equity in earnings of unconsolidated affiliates

 

$

162.1

 

$

176.2

 

 

 

 

 

 

 

Income 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

 

$

103.3

 

$

146.8

 

 

 

 

 

 

 

Income from continuing operations

 

$

103.6

 

$

112.3

 

 

 

 

 

 

 

Net income

 

$

101.7

 

$

106.5

 

 

 

 

 

 

 

Net income per share

- basic

 

$

0.92

 

$

0.99

 

 

- diluted

 

$

0.91

 

$

0.98

 

Average shares outstanding (in millions)

 

 

 

 

 

Basic

 

110.5

 

107.6

 

Diluted

 

111.3

 

109.2

 

 

Calculation of income from continuing operations 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:

 

 

 

Quarter Ended

 

 

 

March 31,

 

 

 

2005

 

2004

 

Income from continuing operations

 

$

103.6

 

$

112.3

 

 

 

 

 

 

 

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

 

(0.2

)

9.6

 

Other operating credits and charges, net

 

(0.3

)

6.7

 

Loss on early extinguishment of debt

 

 

40.0

 

 

 

(0.5

)

56.3

 

Provision (benefit) for income taxes

 

(0.2

)

21.8

 

 

 

(0.3

)

34.5

 

 

 

 

 

 

 

 

 

$

103.3

 

$

146.8

 

Per share - basic

 

 

$

0.93

 

$

1.36

 

diluted

 

 

$

0.93

 

$

1.34

 

 

3



 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

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

 

 

 

Quarter Ended March 31,

 

 

 

2005

 

2004

 

 

 

 

 

 

 

Net Sales

 

$

680.0

 

$

695.3

 

OPERATING COSTS AND EXPENSES

 

 

 

 

 

Cost of sales

 

444.8

 

376.6

 

Depreciation, amortization and depletion

 

33.5

 

33.3

 

Selling and administrative

 

39.3

 

42.9

 

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

 

(0.2

)

9.6

 

Other operating credits and charges, net

 

(0.3

)

6.7

 

Total operating costs and expenses

 

517.1

 

469.1

 

 

 

 

 

 

 

Income from operations

 

162.9

 

226.2

 

 

 

 

 

 

 

NON-OPERATING INCOME (EXPENSE)

 

 

 

 

 

Foreign currency exchange loss

 

(0.6

)

(0.3

)

Loss on early extinguishment of debt

 

 

(40.0

)

Interest expense, net of capitalized interest

 

(15.7

)

(20.0

)

Investment income

 

15.5

 

10.3

 

Total non-operating income (expense)

 

(0.8

)

(50.0

)

 

 

 

 

 

 

Income before taxes and equity in earnings of unconsolidated affiliates

 

162.1

 

176.2

 

Provision for income taxes

 

59.2

 

64.4

 

Equity in income of unconsolidated affiliates

 

(0.7

)

(0.5

)

 

 

 

 

 

 

Income from continuing operations

 

103.6

 

112.3

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS

 

 

 

 

 

Income (loss) from discontinued operations before taxes

 

(3.1

)

(9.5

)

Income tax benefit

 

(1.2

)

(3.7

)

Income (loss) from discontinued operations

 

(1.9

)

(5.8

)

 

 

 

 

 

 

  Net income

 

$

101.7

 

$

106.5

 

 

 

 

 

 

 

Net income per share of common stock (basic):

 

 

 

 

 

Income from continuing operations

 

$

0.94

 

$

1.04

 

Income (loss) from discontinued operations

 

(0.02

)

(0.05

)

Net Income - per share basic

 

$

0.92

 

$

0.99

 

 

 

 

 

 

 

Net income per share of common stock (diluted):

 

 

 

 

 

Income from continuing operations

 

$

0.93

 

$

1.03

 

Income (loss) from discontinued operations

 

(0.02

)

(0.05

)

Net Income - per share diluted

 

$

0.91

 

$

0.98

 

 

 

 

 

 

 

Average shares of stock outstanding - basic

 

110.5

 

107.6

 

Average shares of stock outstanding - diluted

 

111.3

 

109.2

 

 

4



 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

(Dollar amounts in millions) (Unaudited)

 

 

 

March 31, 2005

 

December 31, 2004

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

574.4

 

$

544.7

 

Short-term investments

 

580.6

 

608.2

 

Receivables, net

 

216.0

 

185.5

 

Inventories

 

271.9

 

215.7

 

Prepaid expenses and other current assets

 

10.3

 

15.9

 

Deferred income taxes

 

26.7

 

26.7

 

Current assets of discontinued operations

 

6.5

 

7.4

 

Total current assets

 

1,686.4

 

1,604.1

 

 

 

 

 

 

 

Timber and timberlands

 

89.3

 

91.8

 

Property, plant and equipment

 

1,799.0

 

1,803.4

 

Accumulated depreciation

 

(1,036.7

)

(1,027.8

)

Net property, plant and equipment

 

762.3

 

775.6

 

Goodwill

 

276.7

 

276.7

 

Notes receivable from asset sales

 

403.8

 

403.8

 

Long-term investments

 

45.1

 

30.2

 

Restricted cash

 

66.1

 

65.5

 

Investments in and advances to affliates

 

155.8

 

132.7

 

Other assets

 

45.8

 

37.6

 

Long-term assets of discontinued operations

 

31.1

 

32.6

 

Total assets

 

$

3,562.4

 

$

3,450.6

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current portion of long-term debt

 

$

178.0

 

$

178.0

 

Accounts payable and accrued liabilities

 

254.8

 

250.0

 

Current portion of contingency reserves

 

12.0

 

12.0

 

Total current liabilities

 

444.8

 

440.0

 

 

 

 

 

 

 

Long-term debt, excluding current portion:

 

 

 

 

 

Limited recourse notes payable

 

396.5

 

396.5

 

Other long-term debt

 

224.8

 

226.0

 

Total long-term debt, excluding current portion

 

621.3

 

622.5

 

 

 

 

 

 

 

Contingency reserves, excluding current portion

 

39.5

 

42.1

 

Other long-term liabilities

 

54.9

 

60.7

 

Deferred income taxes

 

533.1

 

517.5

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

116.9

 

116.9

 

Additional paid-in capital

 

439.5

 

440.0

 

Retained earnings

 

1,496.9

 

1,406.2

 

Treasury stock

 

(114.0

)

(127.4

)

Accumulated comprehensive loss

 

(70.5

)

(67.9

)

Total stockholders’ equity

 

1,868.8

 

1,767.8

 

Total liabilities and equity

 

$

3,562.4

 

$

3,450.6

 

 

5



 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

(Dollar amounts in millions) (Unaudited)

 

 

 

Quarter ended March 31,

 

 

 

2005

 

2004

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

101.7

 

$

106.5

 

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

 

 

 

 

 

Depreciation, amortization and cost of timber harvested

 

33.3

 

34.3

 

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

 

0.3

 

21.7

 

Loss on early debt extinguishment

 

 

40.0

 

Exchange (gain) loss on remeasurement

 

2.6

 

(1.5

)

Other operating charges and credits, net

 

 

3.0

 

Cash settlement of contingencies

 

(2.1

)

(4.3

)

Other adjustments, net

 

7.6

 

8.4

 

Pension payments

 

(9.0

)

(32.4

)

Increase in receivables

 

(36.7

)

(56.9

)

Increase in inventories

 

(55.3

)

(45.1

)

Decrease in prepaid expenses

 

5.5

 

4.3

 

Increase (decrease) in accounts payable and accrued liabilities

 

3.0

 

(8.2

)

Increase in deferred income taxes

 

14.8

 

16.6

 

Net cash provided by operating activities

 

65.7

 

86.4

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Property, plant and equipment additions

 

(20.8

)

(29.1

)

Proceeds from asset sales

 

1.4

 

3.7

 

Investment in joint ventures

 

(23.6

)

(0.1

)

Proceeds of sales of investments

 

1,172.4

 

 

Cash paid for purchase of investments

 

(1,159.2

)

(164.4

)

Other investing activities, net

 

(2.1

)

(0.2

)

Net cash used in investing activities

 

(31.9

)

(190.1

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Repayment of long-term debt

 

 

(228.1

)

Sale of common stock under equity plans

 

8.4

 

22.7

 

Payment of cash dividends

 

(11.0

)

(5.3

)

Decrease in restricted cash under LOCs

 

(0.6

)

(1.4

)

Net cash used in financing activities

 

(3.2

)

(212.1

)

 

 

 

 

 

 

EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS:

 

(0.9

)

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

29.7

 

(315.8

)

Cash and cash equivalents at beginning of period

 

544.7

 

925.9

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

574.4

 

$

610.1

 

 

6



 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

 

SELECTED SEGMENT INFORMATION

(Dollar amounts in millions) (Unaudited)

 

 

 

Quarter Ended March 31,

 

 

 

2005

 

2004

 

 

 

 

 

 

 

Net sales:

 

 

 

 

 

OSB

 

$

416.2

 

$

456.6

 

Siding

 

116.3

 

120.6

 

Engineered Wood Products

 

107.0

 

77.9

 

Other

 

42.7

 

44.0

 

Less: Intersegment sales

 

(2.2

)

(3.8

)

 

 

$

680.0

 

$

695.3

 

 

 

 

 

 

 

Operating profit (loss):

 

 

 

 

 

OSB

 

$

171.3

 

$

253.6

 

Siding

 

4.2

 

12.8

 

Engineered Wood Products

 

5.6

 

(0.9

)

Other

 

5.5

 

3.5

 

Other operating credits and charges, net

 

0.3

 

(6.7

)

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

 

0.2

 

(9.6

)

General corporate and other expenses, net

 

(23.5

)

(26.0

)

Loss on early extinguishment of debt

 

 

(40.0

)

Foreign currency gains (losses)

 

(0.6

)

(0.3

)

Interest expense, net of investment income

 

(0.2

)

(9.7

)

Income from operations before taxes

 

162.8

 

176.7

 

Provision for income taxes

 

59.2

 

64.4

 

Income from continuing operations

 

$

103.6

 

$

112.3

 

 

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.               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 paragraphs following the table:

 

 

 

2005

 

2004

 

Quarter Ended March 31,

 

Pre-tax

 

After tax

 

Pre-tax

 

After tax

 

Revisions to environmental contingency reserves

 

$

 

$

 

$

1.7

 

$

1.0

 

Addition to litigation contingency reserves

 

 

 

(6.0

)

(3.7

)

Recovery on loss associated with Samoa pulp mill

 

0.9

 

0.6

 

 

 

Charges associated with the corporate relocation

 

(0.6

)

(0.4

)

(2.0

)

(1.2

)

Other

 

 

 

(0.4

)

(0.2

)

 

 

$

0.3

 

$

0.2

 

$

(6.7

)

$

(4.1

)

 

In the first quarter of 2004, LP recorded a gain of $1.7 million ($1.0 million after taxes, or $0.01 per diluted share) associated with a reduction in environmental reserves in relation to our former Alaska operations, a charge of $6.0 million ($3.7 million after taxes, or $0.03 per diluted share) for an increase in litigation reserves due to an adverse court ruling and a charge of $2.0 million ($1.2 million after taxes, or $0.01 per diluted share) associated with the relocation and consolidation of LP’s corporate offices to Nashville, Tennessee.

 

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.

 

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:

 

 

 

2005

 

2004

 

Quarter Ended March 31,

 

Pre-tax

 

After tax

 

Pre-tax

 

After tax

 

Gain (loss) on other long-lived assets, net

 

$

(0.2

)

$

(0.1

)

$

0.1

 

$

0.1

 

Impairment charges on fixed assets

 

 

 

(9.7

)

(5.9

)

 

 

$

(0.2

)

$

(0.1

)

$

(9.6

)

$

(5.9

)

 

In the first quarter of 2004, LP recorded a loss of $9.7 million ($5.9 million after taxes, or $0.05 per diluted share) on the cancellation of a capital project to build a veneer mill in British Columbia.

 

8



 

LOUISIANA-PACIFIC CORPORATION AND SUBSIDIARIES

 

SUMMARY OF PRODUCTION VOLUMES

 

 

 

Quarter Ended March 31,

 

 

 

2005

 

2004

 

 

 

 

 

 

 

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

 

1,371

 

1,364

 

 

 

 

 

 

 

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

 

246

 

260

 

 

 

 

 

 

 

Engineered I-Joist, million lineal feet

 

27

 

22

 

 

 

 

 

 

 

Laminated veneer lumber (LVL), thousand cubic feet

 

3,193

 

2,835

 

 

 

 

 

 

 

Composite Decking, thousand lineal feet

 

11,969

 

6,681

 

 

 

 

 

 

 

Vinyl Siding, squares

 

735

 

786

 

 

9