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Proc-Type: 2001,MIC-CLEAR
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FORM 6-K SECURITIES AND
EXCHANGE COMMISSION Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 For the month of April, 2005 Commission File No.
33-52214
Indicate by check mark whether the
registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F _____________
Form 40-F
X
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): ______ Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): ______ Indicate by check
mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934. YES X
NO ______ If "Yes" is marked, indicate below
the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-3173 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, thereunto duly authorized.
April 20, 2005 To Our Shareholders: Norbord's success in 2004 continued through the first three months of 2005.
Earnings were equal to the outstanding first quarter of 2004, and almost double
our earnings in the last quarter of 2004. These results were achieved with North
American OSB prices that were 15% lower than the first quarter of 2004. Our
ability to sustain these earnings is the result of our 2004 acquisitions and our
continuing focus on cost containment and productivity improvements. During the first quarter, North American housing starts and permits reached
record levels. Norbord's North American OSB production costs were 6% lower than the previous
quarter, largely due to reduced costs associated with maintenance at our mills,
and slightly lower costs for OSB resin. We generated record production in the
first quarter. Production increased by 3% over the previous quarter, and nearly
20% over the first quarter last year. Norbord's European panel business, which accounts for one-third of total
assets, continued to perform well. Excellent progress was made in integrating
the new Genk mill into our European business and increasing the mill's OSB
production. European OSB prices, which are less volatile than North American OSB
prices, remained strong despite some softness in demand. MDF and particleboard
markets were markedly improved over the first quarter of 2004. In broad terms, Norbord's priorities are three-fold: Maximize cash flow and earnings potential Provide superior returns to our shareholders Grow the company strategically and opportunistically We believe that our performance has clearly demonstrated the ability to
generate attractive earnings and cash flow not only at this point in the
business cycle, but also during weaker periods when higher cost competitors
struggle. With respect to meeting shareholder expectations of superior returns, I am
pleased to report that your Board of Directors approved the payment on May 20,
2005 of another special common dividend of CAD $1.00 per share, which is over
and above our regular annual 40-cent dividend. This is the second special
dividend we've declared in the last 12 months. It affirms our financial strength
and favorable business outlook and our belief that maintaining an efficient
capital structure maximizes shareholder value.
We will further enhance shareholder value by redeeming the remaining CAD $60
million of our Series 1 preferred shares. This will simplify and improve the
quality of our capital structure and will generate more than $1 million a year
in incremental net income. We continue to repurchase common shares under our normal
course issuer bid because we believe our shares represent good value. Since last
November, we have repurchased approximately 3.7 million shares under the 7.5
million-share program. Consistent with our growth strategy, we will expand Norbord's North American
OSB production capacity by 15% over the next two years. We will double the size of our OSB mill at Cordele, Georgia on receipt of
final environmental permitting, which we expect shortly. Cordele will become one
of the largest and most cost efficient mills in the world with close to one
billion square feet of production. This $135 million project is the preferred
means of growing capacity at this time versus the alternatives of building an
entirely new facility or pursuing an acquisition. The advantages include: OSB continues to be our industry's best growth opportunity and Norbord
intends to maintain its leadership position, particularly in the US South. We are confident that 2005 will be another excellent year for Norbord, and
that we will deliver on the priorities outlined in this letter. We look forward
to reporting on our second quarter progress in late July.
NEWS RELEASE Norbord Posts Strong First Quarter
Results Note: Financial references in US dollars unless otherwise indicated TORONTO, ON (April 20, 2005) -- Higher OSB production and
a robust North American housing market led to continuing strong results for
Norbord Inc. during the first three months of 2005. The Company reported that
first quarter earnings of $84 million or $0.55 per common share were more than
double the previous quarter earnings of $41 million or $0.26 per share, and
exceeded earnings in the first quarter of 2004 of $81 million or $0.54 per
share. "Although average North American OSB prices were considerably
lower in the first quarter this year compared with last year, Norbord's results
continued at the same strong pace, thanks to higher OSB production levels from
existing assets, the positive impact from acquisitions and a continuing focus on
manufacturing costs," said Barrie Shineton, Norbord President and Chief
Executive Officer. "We expect that 2005 will be an excellent year for panel
producers such as Norbord." Mr. Shineton said Norbord's cash flow will allow the company
to pursue a series of shareholder value-enhancing initiatives. In a separate
announcement today, Norbord said its Board of Directors has approved a special
dividend payment of CAD $1.00 per common share, the redemption of all
outstanding preferred shares, continued common share repurchases and the
expansion of its North American oriented strand board capacity.
Developments Today Norbord announced plans to invest $135 million to
increase the size of its OSB mill at Cordele, Georgia, creating one of the
largest and lowest cost mills in North America. Expansion of the mill's
production capacity to nearly one billion square feet (3/8 inch basis) is
expected to be complete in late 2006. The project will increase Norbord's North
American OSB production capacity by 15%. During the first quarter, Norbord repurchased approximately
1.8 million common shares, consistent with a normal course issuer bid. Since
November 1, 2004, the Company has repurchased approximately 3.7 million shares
at a cost of $36 million. A special dividend of CAD $1.00 per share, the second in two years, will be
distributed on May 20, 2005 to shareholders of record on May 2, 2005. This is in
addition to the company's regular annual dividend of CAD $0.40 per share. Redemption of CAD $60 million Series 1 Preferred Shares at par will take
effect May 20, 2005. Performance Total OSB production was 3% higher than the previous quarter
and 24% higher than the first quarter of 2004. The increase was due to
additional OSB capacity from 2004 acquisitions as well as production
efficiencies. No scheduled maintenance downtime was taken during the period. North American OSB manufacturing costs were 6% lower than the previous
quarter, largely due to lower costs associated with maintenance at the mills.
North American OSB markets were robust during the first
quarter as North American housing starts and permits exceeded 2 million on a
seasonally adjusted basis. Benchmark North Central OSB prices in the first
quarter averaged $364, compared with $264 in the previous quarter and $423 in
the first quarter of 2004. European OSB prices remained firm during the first quarter,
although demand and shipments were lower than the previous quarter. European MDF
and particleboard markets strengthened as demand and supply were in better
balance than in the comparable period last year. Prices were 13% higher for MDF
and 10% higher for particleboard. Capital spending totaled $14 million during the quarter,
mostly directed at environmental and productivity improvements. The Company's
capital plan for the year is approximately $115 million, including $35 million
related to the Georgia OSB mill expansion. The majority of the capital plan is
expected to be completed in the fourth quarter. Net debt to total capitalization was 29% at the end of the first quarter,
comparable to the previous quarter. Annualized return on equity for the quarter
was 62%. Dividend In addition to the special dividend, the Board of Directors declared a
quarterly dividend of CAD $0.10 per common share, payable on June 21, 2005 to
shareholders of record on June 1, 2005. Norbord's common shareholders may
participate in the Company's Dividend Reinvestment Plan. 2
Norbord Profile Norbord Inc. is an international producer of wood-based panels with assets of
$1.4 billion. We employ approximately 2,900 people at 16 plant locations in the
United States, Europe and Canada. We are one of the world's largest producers of
oriented strand board (OSB). In addition to OSB, we manufacture particleboard,
medium density fibreboard (MDF), hardwood plywood, I-joists and related
value-added products. Norbord is a publicly traded company listed on the Toronto
Stock Exchange under the symbol NBD. -end- Contact: Anita Veel Annual General Meeting Norbord's annual general meeting will be held Wednesday April
20, at 10:30 a.m. EDT at the TSX Auditorium, The Exchange Tower, in Toronto,
Ontario. The meeting will be webcast live at Norbord's website at
www.norbord.com. Conference Call Norbord will hold an audio conference call for investors on Wednesday, April
20, 2005 at 2:00 pm (EDT). The call will be broadcast live over the Internet via
www.norbord.com and
www.newswire.ca. A replay will be
available one hour following the call until May 18, 2005 by dialing 416-695-5800
or 1-800-408-3053. The pass code is 3147770. Audio playback will also be
available on the Norbord web site. 3
MANAGEMENT'S DISCUSSION AND ANALYSIS April 19, 2005 EBITDA, EBITDA margin, ROCE, ROE, net debt, book value per
share, capital employed and net debt to capitalization are non-GAAP measures
described in the Definitions section. Non-GAAP measures do not have any
standardized meaning prescribed by GAAP and are therefore unlikely to be
comparable to similar measures presented by other companies. There are no
directly comparable GAAP measures to any of these measures. A quantitative
reconciliation of each non-GAAP measure to the nearest comparable GAAP measure
is provided at the end of the Management's Discussion and Analysis. Discontinued Operations Results of the paper and timberlands business (Fraser Papers)
have been included in discontinued operations in the consolidated statements of
earnings and cash flows up to June 30, 2004, the date on which this business was
distributed to common shareholders. Operating Results Continuing operations comprise 11 OSB mills, 3 particleboard
plants, 2 MDF (medium density fibreboard) plants, 1 hardwood plywood mill, 1
I-joist mill, 2 laminating operations, and a furniture plant. The operations are
located in the United States, Europe and Canada. All facilities are focused on
the manufacture of panelboards and related value added products and consequently
the Company reports all operations as a single operating segment. EBITDA of $157 million was generated in the first quarter of
2005, up sharply from $89 million in the previous quarter and up modestly over
the first quarter of 2004. The improvement from the fourth quarter was driven by
strong North American OSB pricing. The improvement over the first quarter of
2004 is attributable to a 21% increase in OSB shipments, partially offset by
lower North American OSB pricing and higher production costs. EBITDA margins
were 39% in the quarter, compared to 27% for the fourth quarter of 2004 and 45%
for the first quarter of 2004. U.S. housing starts exceeded 2.00 million units on a
seasonally adjusted basis in the first quarter, in excess of the 1.95 million
units in 2004. Favorable demographics and low interest rates continue to drive
the demand for housing, the principal market for OSB. North American OSB markets started the year strong with North Central
benchmark OSB prices rising from $315 per Msf (7/16" basis) at the start of the
year to peak in early March at $403. Wetter than normal weather throughout the
US South and US West slowed job site activity causing prices to drift down
through March to end the quarter at $360. The North Central price averaged $364
for the quarter compared to $423 and $264 for the first and fourth quarters of
2004, respectively. 4
First quarter OSB production increased 24% over the same
quarter in 2004. Approximately one-quarter of the increase is due to production
improvements; one-half is due to the acquisition of the Genk, Belgium mill and
the remaining 50% of the Bemidji, MN mill; and the balance is attributable to
the longer reporting period. The first quarter of 2005 was five days longer than
the first quarter of 2004. Rising energy prices did not have a significant direct impact
on operating costs in the first quarter, as the majority of the mills are energy
self-sufficient. However, the increase in natural gas and oil prices continued
to negatively impact the price of resin. In addition, wet weather in the US
South, and tightening fibre markets in the North Central and Eastern Canada
regions have had a negative impact on fibre pricing. North American per unit
production costs for OSB, net of employee profit share, have decreased 6% over
the fourth quarter of 2004 largely due to lower costs associated with
maintenance and slightly lower resin prices. As compared to the first quarter of
2004, production costs have risen almost 10%, principally as a result of the
increase in resin and fibre prices. Gains from our Margin Improvement Program
have limited the impact of these input cost increases. European OSB prices continue to be firm, although demand and
shipments were lower than the previous quarter due to unseasonable weather in
Central Europe. European MDF and particleboard markets strengthened, as demand
and supply were in better balance than in the comparable period last year.
Realized prices were 13% higher for MDF and 10% higher for particleboard. Net sales in the quarter were $404 million, compared to $348
million and $335 million in the first and fourth quarters of 2004 respectively.
As compared to the first quarter of 2004, the increase was driven by increased
sales volume, contributing an additional $65 million, offset by the impact of
lower North American OSB prices. Sales from the Genk, Belgium mill, acquired on
September 30, 2004, represent $23 million of the sales volume increase. Interest expense of $7 million and depreciation expense of $22 million were
in line with prior quarters. Pre-tax cash return on capital employed (ROCE) averaged 65%
in the quarter. ROCE is a key measurement of financial performance, focusing on
cash and the efficient use of capital. Return on common equity (ROE) was 62% on
an annualized basis for the quarter, compared to 36% in the first quarter of
2004. The 2004 ROE includes Fraser Papers, which was distributed to common
shareholders in the third quarter of 2004. Liquidity and Capital Resources Cash provided by operating activities was $40 million or
$0.27 per share compared to $56 million in the first quarter of 2004. The
reduction is principally attributable to higher cash taxes following the
utilization of the majority of the benefit of the North American tax operating
loss carryforwards in 2004. Operating working capital, consisting of accounts receivable
and inventory less accounts payable and accrued liabilities, at April 2, 2005
was $78 million, as compared to $2 million at December 31, 2004. The Company
aims to minimize the amount of capital held as operating working capital. The
higher balance is attributable to seasonal factors and compares favourably to
the $101 million balance at the end of the first quarter of 2004. Total working
capital at April 2, 2005 was $283 million including $205 million in cash and
cash equivalents. In addition to cash on hand and cash generated from
operations, the Company has $208 million of committed unsecured revolving bank
lines available to support short-term liquidity requirements of which $6 million
were utilized for letters of credit at April 2, 2005. 5
Capital investments were $14 million or 64% of depreciation
in the quarter. In the first quarter of 2004, the Company acquired the remaining
50% interest in an oriented strand board plant at Bemidji, Minnesota for $34
million. During the first quarter of 2004, a convertible subordinated
debenture of Canfor Corporation, with a face value of CAD $78 million, was sold
for proceeds of $60 million (CAD $78 million), net of expenses. Cash dividends of $12 million or CAD $0.10 per share were in line with prior
quarters. At April 19, 2005, the Company had 147.8 million common shares
outstanding. In addition, 2.3 million employee stock options were outstanding,
of which approximately 40% were fully vested. Norbord's net debt stood at $246 million at April 2, 2005,
representing 29% of capitalization, in line with 30% at December 31, 2004. These
ratios are at the mid-point of the 20-40% target range. The Company's goal of
maintaining a strong balance sheet provides the flexibility to respond to
strategic growth opportunities. Purchase of Common Shares The Company may purchase on the open market up to 7.5 million
common shares, representing 5% of the total shares outstanding, under a share
repurchase program. Purchases may be made between November 2, 2004 and November
1, 2005. During the first quarter of 2005, 1.8 million shares were purchased and
cancelled at a cost of $19 million. To date a total of 3.7 million shares have
been purchased and cancelled at a cost of $36 million under the current program.
Capital Initiatives In the second quarter of 2005, the Company will pay a special
dividend of CAD $1.00 per share (approximately $122 million) and will redeem the
Class A Series 1 preferred shares at par (approximately $50 million). These
capital initiatives will be funded with cash generated from operations. Margin Improvements The Margin Improvement Program (MIP) delivered $5 million in
the first quarter of 2005 relative to 2004 measured at constant prices and
exchange rates. This helped to offset higher manufacturing costs. Mix and volume
initiatives of $12 million were partially offset by cost increases of $7
million. MIP of $33 million, or approximately 3.4% of cash costs, has been
targeted in 2005.
Washington, D.C. 20549
of the Securities Exchange Act of 1934
Norbord Inc.
(Translation of registrant's name
into English)
Suite 600, 1 Toronto Street,
Toronto, Ontario Canada M5C 2W4
(Address of principal executive
offices)
Norbord Inc.
(Registrant)
Date: April 20, 2005
Lynne Taylor
Assistant Corporate Secretary
Form 6K Continued...
- 2 -
J.
Barrie Shineton
President & Chief Executive Officer
Norbord Inc.
Tel 416 360-2251
Suite 600
Fax 416
360-2273
1 Toronto Street
Barrie.Shineton@norbord.com
Toronto, Ontario
www.norbord.com
Canada M5C 2W4
J.
Barrie Shineton
President & Chief Executive Officer
Lower capital costs
First quarter earnings of $84 million or 55
cents/share
Annualized Return on Equity -- 62%
Annualized Return on Capital Employed -- 65%
1st Quarter 2005 Highlights
Doubled earnings over 4th quarter, 2004
Norbord Inc.
Tel 416 360-2251
Suite 600
Fax 416
360-2273
1 Toronto Street
Barrie.Shineton@norbord.com
Toronto, Ontario
www.norbord.com
Canada M5C 2W4
Director, Corporate Affairs
(416) 643 - 8838
anita.veel@norbord.com
1st Qtr
4th Qtr
1st Qtr
(US dollar millions)
2005
2004
2004
Net sales
$
404
$
335
$
348
EBITDA
157
89
155
Depreciation
22
22
19
Capital investments
14
40
5
Capital Investments
Norbord will add an additional line at its Cordele, Georgia OSB mill, creating one of the largest and most cost efficient OSB mills in the world. Conditional on environmental permitting which is well advanced, the company will add approximately 550 million square feet (3/8" basis) of production capacity at a cost of $135 million. When the expansion is completed in the second half of 2006, the mill will produce approximately one billion square feet of OSB for the strong southern US housing market. Expansion of the Georgia mill is the most economic means of adding capacity, and will further enhance the mill's cost and market position. The project will increase Norbord's North American OSB production capacity by 14%, and will further strengthen its position as the largest OSB producer in the US South.
6 |
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In the first quarter of 2005, capital investments totaled $14 million and were funded with cash generated from operations. The Company's 2005 capital investments are expected to total $115 million including $35 million of the $135 million Georgia mill expansion project. Capital investments are higher than 2004 due to the Georgia mill expansion project and significant environmental capital expenditures aimed at MACT (Maximum Achievable Control Technology) compliance and the completion of the strategic capital projects at Jefferson, TX and Genk, Belgium. Approximately $40 million of the 2005 program will be for sustaining capital - maintenance and environmental.
The foregoing contains a review of developments that impacted on Norbord's performance during the first quarter of 2005. Forward-looking statements and estimates are also discussed. Such comments will be affected by, and involve, known and unknown risks and uncertainties, which may cause the actual results of the Company to be materially different from those expressed or implied. |
Definitions
The following non-GAAP measures have been used in this MD&A. Non-GAAP measures do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. There are no directly comparable GAAP measures to any of these measures. The following is a quantitative reconciliation of each non-GAAP measure to the nearest comparable GAAP measure.
EBITDA is earnings from continuing operations before interest, income taxes, depreciation and amortization. EBITDA is presented as a useful indicator of a company's ability to incur and service debt and meet capital expenditure requirements. Norbord interprets EBITDA trends as an indicator of relative operating performance.
EBITDA margin (%) is EBITDA as a percentage of net sales.
Operating working capital is accounts receivable plus inventory less accounts payable.
Total working capital is operating working capital plus cash and cash equivalents.
Capital employed is the sum of property, plant and equipment, operating working capital and other assets.
ROCE (return on capital employed) is EBITDA divided by capital employed. ROCE is a key measurement of financial performance, focusing on cash and the efficient use of capital.
ROE (return on common equity) is earnings available to common shareholders (earnings less preferred share dividends) divided by common shareholders' equity. ROE is a measure of returns provided to common shareholders.
Net debt is long-term debt including the current portion and bank advances less cash and cash equivalents. Net debt is a useful indicator of a company's debt position.
Net debt to capitalization is net debt divided by the sum of net debt and shareholders' equity. Net debt to capitalization is a key measure of a company's relative debt position. Norbord interprets this measure as an indicator of the relative strength and flexibility of its balance sheet.
Book value per share is common shareholders' equity divided by common shares outstanding.
7 |
8
EBITDA
1st Qtr
4th Qtr
1st Qtr
(US dollar
millions)
2005
2004
2004
Earnings
$
84
$
41
$
81
Less: Earnings from discontinued operations
-
-
6
Add: Interest expense
7
6
8
Less: Interest and other income
(1)
(2)
(1)
Add: Income tax
45
22
42
Add:
Depreciation
22
22
19
EBITDA
$
157
$
89
$
155
Capital employed
Apr 2
Dec 31
(US dollars
millions)
2005
2004
Property, plant and
equipment
$
911
$
927
Accounts receivable
179
150
Inventory
108
90
Accounts payable and accrued liabilities
(209)
(238)
Other assets
5
5
Unrealized
balance sheet hedge losses (1)
(9)
(16)
Capital employed
$
985
$
918
(1) Included in other liabilities
Net debt
Apr 2
Dec 31
(US dollars
millions)
2005
2004
Long-term debt
$
450
$
450
Current portion of long-term debt
1
1
Cash and cash equivalents
(205)
(215)
Net debt
$
246
$
236
Shipments
1st Qtr
4th Qtr
1st Qtr
2005
2004
2004
OSB (MMsf-3/8")
1,013
998
836
Particleboard (MMsf-3/8")
213
148
155
MDF (MMsf-3/8")
146
208
146
Plywood (MMsf-3/8")
20
18
19
I-joist (MM lineal feet)
13
15
11
NORBORD INC.
CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS
(unaudited)
Three Months | ||||
Ended | ||||
Apr 2 | Mar 27 | |||
(US $ millions, except per share information) | 2005 | 2004 | ||
Earnings | ||||
Net sales | $ | 404 | $ | 348 |
Earnings from continuing operations before interest, income tax | ||||
and depreciation | 157 | 155 | ||
Interest and other income | 1 | 1 | ||
Interest expense | (7) | (8) | ||
Earnings from continuing operations before income tax and | ||||
depreciation | 151 | 148 | ||
Depreciation | (22) | (19) | ||
Income tax (note 6) | (45) | (42) | ||
Earnings from continuing operations | 84 | 87 | ||
Earnings from discontinued operations (note 8) | - | (6) | ||
Earnings | $ | 84 | $ | 81 |
Earnings from continuing operations per common share (note 5) | ||||
- Basic | $ | 0.56 | $ | 0.59 |
- Diluted | $ | 0.55 | $ | 0.59 |
Earnings per common share (note 5) | ||||
- Basic | $ | 0.56 | $ | 0.54 |
- Diluted | $ | 0.55 | $ | 0.54 |
Retained Earnings | ||||
Balance, beginning of period | $ | 387 | $ | 245 |
Earnings | 84 | 81 | ||
Preferred share dividends | - | - | ||
Common share dividends | (12) | (11) | ||
Repurchase of common shares (note 4) | (17) | - | ||
Balance, end of period | $ | 442 | $ | 315 |
(See accompanying notes) |
9 |
NORBORD INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
Apr 2 | Dec 31 | |||
(US $ millions) | 2005 | 2004 | ||
ASSETS | ||||
Current assets: | ||||
Cash and cash equivalents | $ | 205 | $ | 215 |
Accounts receivable | 179 | 150 | ||
Inventory | 108 | 90 | ||
Future income taxes | 3 | 4 | ||
495 | 459 | |||
Property, plant and equipment | 911 | 927 | ||
Other assets | 5 | 5 | ||
$ | 1,411 | $ | 1,391 | |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
Current liabilities: | ||||
Accounts payable and accrued liabilities | $ | 209 | $ | 238 |
Current portion of long-term debt | 1 | 1 | ||
210 | 239 | |||
Long-term debt (note 3) | 450 | 450 | ||
Other liabilities | 45 | 52 | ||
Future income taxes | 108 | 102 | ||
Shareholders' equity (note 4) | 598 | 548 | ||
$ | 1,411 | $ | 1,391 |
10 |
NORBORD INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months | ||||
Ended | ||||
Apr 2 | Mar 27 | |||
(US $ millions) | 2005 | 2004 | ||
CASH PROVIDED BY (USED FOR): | ||||
Operating Activities | ||||
Earnings from continuing operations | $ | 84 | $ | 87 |
Items not affecting cash: | ||||
Depreciation | 22 | 19 | ||
Future income taxes (note 6) | 9 | 39 | ||
Other items | (2) | (2) | ||
113 | 143 | |||
Net change in non-cash working capital balances | (73) | (87) | ||
40 | 56 | |||
Investing Activities | ||||
Capital investments | (14) | (5) | ||
Acquisition (note 7) | - | (34) | ||
Sale of short-term investment (note 2) | - | 60 | ||
Other | (6) | (3) | ||
(20) | (34) | |||
Financing Activities | ||||
Repurchase of 6 7/8% debentures (note 3) | - | (20) | ||
Other debt repaid | - | (8) | ||
Dividends | (12) | (11) | ||
Issue of common shares (note 4) | 1 | 5 | ||
Repurchase of common shares (note 4) | (19) | - | ||
(30) | (34) | |||
Increase (decrease) in cash and cash equivalents | ||||
from continuing operations | (10) | 40 | ||
Increase (decrease) in cash from discontinued operations (note 8) | - | (30) | ||
Increase (decrease) in cash and cash equivalents | $ (10) | $ | 10 |
11 |
NORBORD INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(In millions of US dollars, except per share information)
Note 1 - Basis of Presentation
The interim financial statements do not conform in all respects to the disclosure requirements of Canadian generally accepted accounting principals for annual financial statements and should, therefore, be read in conjunction with the annual consolidated financial statements of Norbord Inc. (formerly Nexfor Inc.) which includes information necessary or useful to understanding the Company's business and financial statement presentation. In particular, the Company's significant accounting policies and practices are presented as Note 1 to the annual consolidated financial statements, and have been consistently applied in the preparation of these interim financial statements.
The interim financial statements are unaudited and follow the accounting policies summarized in the notes to the annual consolidated financial statements. Certain prior period amounts have been reclassified to conform to the current period's presentation.
Note 2 - Short-term Investment
During the first quarter of 2004, a convertible subordinated debenture of Canfor Corporation, with a face value of CAD$78, was sold for proceeds of $60 (CAD$78), net of expenses.
Note 3 - Long-term Debt
During the first quarter of 2004, the Company repurchased and cancelled $20 of the 6 7/8% debentures due 2005 and unwound a corresponding amount of interest rate swaps. The premium paid on repurchase was offset by the recognition of gains on the interest rate swaps.
Note 4 - Shareholders' Equity
On April 19, 2005 subsequent to period end, the Company declared a special dividend of CAD$1.00 per common share, payable on May 20, 2005 to shareholders of record on May 2, 2005.
Subsequent to period end, the Company announced its intention to redeem the outstanding Class A Series 1 preferred shares at par value (CAD$60).
The Company repurchased and cancelled 1,780,000 common shares for $19 under a normal course issuer bid during the period.
During the quarter, 269,000 shares were issued as a result of options exercised under the stock option plan for proceeds of $1. In addition, 457,000 options were granted under the stock option plan. Year-to-date, cost of sales includes $1 related to stock based compensation expense.
12 |
NORBORD INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(In millions of US dollars, except per share information)
Note 5 - Earnings per Common Share
Earnings per common share are calculated as follows:
Three Months Ended | ||||
Apr 2 | Mar 27 | |||
2005 | 2004 | |||
Earnings from continuing operations available to common | ||||
shareholders: | ||||
Earnings from continuing operations | $ | 84 | $ | 87 |
Less: Preferred share dividends | - | - | ||
$ | 84 | $ | 87 | |
Earnings available to common shareholders: | ||||
Earnings | $ | 84 | $ | 81 |
Less: Preferred share dividends | - | - | ||
$ | 84 | $ | 81 | |
Common shares (millions): | ||||
Weighted average number of common shares outstanding | 149.0 | 148.4 | ||
Stock options | 1.3 | 1.4 | ||
Diluted number of common shares | 150.3 | 149.8 | ||
Earnings from continuing operations per common share: | ||||
Basic | $ | 0.56 | $ | 0.59 |
Diluted | $ | 0.55 | $ | 0.59 |
Earnings per common share: | ||||
Basic | $ | 0.56 | $ | 0.54 |
Diluted | $ | 0.55 | $ | 0.54 |
Stock options issued under the Company's stock option plan were included in the calculation of diluted number of common shares to the extent the exercise price of those options was less than the average market price of the Company's common shares during the period.
Note 6 - Income Taxes
Interim income tax is calculated based on expected annual effective tax rates.
Three Months Ended |
||||
Apr 2 | Mar 27 | |||
2005 | 2004 | |||
Current tax expense | $ | 36 | $ | 3 |
Future income tax expense | 9 | 39 | ||
Income tax expense | $ | 45 | $ | 42 |
13 |
NORBORD INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(In millions of US dollars, except per share information)
Note 7 - Acquisition
In March 2004, Norbord acquired a 50% interest in an oriented strand board plant at Bemidji, Minnesota, bringing Norbord's ownership interest to 100%. The purchase price, net of cash acquired of $2, was allocated $28 to property, plant and equipment and $6 to working capital.
Note 8 - Discontinued Operations
On June 30, 2004, the Company completed the distribution of its paper and timberlands business (Fraser Papers) to its common shareholders. Results of Fraser Papers have been included in discontinued operations in the consolidated statements of earnings and cash flows up to the date of distribution.
Earnings from discontinued operations include the following:
Three Months Ended |
||||
Apr 2 | Mar 27 | |||
2005 | 2004 | |||
Net sales | $ | - | $ | 221 |
Pre-tax earnings | - | (9) | ||
Earnings | - | (6) |
14 |
CANADIAN INTERIM FINANCIAL STATEMENT CERTIFICATION
FORM 52-109FT2
CERTIFICATION OF INTERIM FILINGS
I, J. Barrie Shineton, President & Chief Executive Officer of Norbord Inc., certify that:
Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and
Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings.
Date: April 19, 2005
/s/ J. Barrie Shineton
J. Barrie Shineton
President & Chief Executive Officer
15 |
CANADIAN INTERIM FINANCIAL STATEMENT CERTIFICATION
FORM 52-109FT2
CERTIFICATION OF INTERIM FILINGS
I, John C. Tremayne, Executive Vice-President & Chief Financial Officer of Norbord Inc., certify that:
Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and
Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings.
Date: April 19, 2005
/s/ John C. Tremayne
John C. Tremayne
Executive Vice-President
& Chief Financial Officer
REPORT ON VOTING SECURITIES
Annual Meeting of Shareholders
National Instrument 51-1-2 - Section 11.3 (Canada) | Form 6-K |
(U.S.A.) | |
The Annual Meeting of Shareholders of Norbord Inc. (the "Corporation") was held on April 20, 2005 in Toronto, Canada. At this meeting there were 773 shareholders represented in person or by proxy holding 101,591,373 Common shares, representing 68.18% of the 148,990,748 issued and outstanding Common shares.
Election of Directors
All of the directors nominated for election at the meeting were elected by acclamation.
Appointment of Auditors
The resolution to appoint Ernst & Young LLP, Chartered Accountants, as auditors of the Corporation to hold office until the next Annual Meeting of Shareholders and to authorize the directors to fix the remuneration to be paid to the auditors was approved unanimously by the Common shareholders.
There were no other matters coming before the meeting that required a vote by the Common shareholders.
NORBORD INC. |
/s/ "John Tremayne" |
John Tremayne |
Executive Vice-President |
and Chief Financial Officer |
Date: April 20, 2005
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