EXHIBIT 99.1
| | | | |
| | FOR: | | MERCER INTERNATIONAL INC. |
| | | | |
| | APPROVED BY: | | Jimmy S.H. Lee |
| | | | Chairman & President |
| | | | (604) 684-1099 |
| | | | |
| | | | David M. Gandossi |
| | | | Executive Vice-President & |
| | | | Chief Financial Officer |
| | | | (604) 684-1099 |
For Immediate Release | | | | |
| | | | Financial Dynamics |
| | | | Investors: Eric Boyriven, Alexandra Tramont |
| | | | Media: Scot Hoffman |
| | | | (212) 850-5600 |
MERCER INTERNATIONAL INC. REPORTS 2006 SECOND QUARTER RESULTS
NEW YORK, NY, August 8, 2006 — Mercer International Inc. (Nasdaq: MERC, TSX: MRI.U) today reported results for the second quarter of 2006.
Summary Selected Highlights
| | | | | | | | |
| | Three Months Ended June 30, |
| | 2006 | | | | 2005 |
| | (in thousands) |
| | (unaudited) |
Results of Operations | | | | | | | | |
Revenues | | € | 166,705 | | | € | 129,609 | |
Income from operations | | | 10,874 | | | | 9,201 | |
Operating EBITDA(1) | | | 25,742 | | | | 23,097 | |
Interest expense | | | 23,112 | | | | 22,200 | |
Unrealized gain (loss) on derivative instruments | | | 44,690 | | | | (69,451 | ) |
Unrealized foreign exchange gain (loss) on debt | | | 6,060 | | | | (9,806 | ) |
Net income (loss) | | | 18,421 | | | | (62,151 | ) |
Income (loss) per share | | | | | | | | |
Basic | | | 0.56 | | | | (1.88 | ) |
Diluted | | | 0.45 | | | | (1.88 | ) |
| | | | | | | | |
Other Data | | | | | | | | |
Total pulp sales volume(2) (ADMTs) | | | 329,265 | | | | 278,752 | |
Mill net pulp price realizations (per ADMT)(3) | | | 453 | | | | 403 | |
| | |
(1) | | For a definition of Operating EBITDA, see page 7 of this press release and for a reconciliation of net income (loss) to Operating EBITDA, see page 10 of the financial tables included in this press release. |
|
(2) | | Excluding intercompany sales volumes of 4,871 ADMTs and 4,105 ADMTs of pulp in the three months ended June 30, 2006 and 2005, respectively. |
|
(3) | | Excluding revenues from third party transportation activities. |
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| | |
Mercer Reports 2006 Second Quarter Results | | Page 2 |
| | Certain key factors affecting our 2006 second quarter results include: |
| • | | Revenues increased by over 28% to€166.7 million from€129.6 million in the comparative period of 2005, primarily due to higher sales from our Celgar and Stendal pulp mills. |
|
| • | | Pulp markets strengthened quarter over quarter. Average list prices for NBSK pulp in Europe were $665 per ADMT in the second quarter of 2006 and $618 per ADMT in the first quarter of 2006, compared to $613 per ADMT in the second quarter of 2005. |
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| • | | Mill net pulp realizations increased to€453 per ADMT in the second quarter of 2006 from€425 and€413 per ADMT in the first quarter of 2006 and the fourth quarter of 2005, respectively. |
|
| • | | We took scheduled maintenance and strategic capital expenditure downtime of approximately 30 days at all of our pulp mills, of which 16 days were at our Rosenthal mill and 8 days were at our Celgar mill. The total maintenance costs associated with the shutdowns were approximately€4.3 million and were expensed in the quarter. Further, the Stendal mill underwent testing of various departments and converted some production to TCF pulp pursuant to the terms of its EPC contract which curtailed production during such period. This downtime and testing negatively impacted our production volumes, costs and operating results. |
|
| • | | Operating EBITDA was€25.7 million in the second quarter compared to€23.1 million in the 2005 comparative quarter as our scheduled downtime at our pulp mills offset, in part, improvements in pulp markets. For a definition of Operating EBITDA, see page 7 of this press release and for a reconciliation of net income (loss) to Operating EBITDA, see page 10 of the financial tables included in this press release. |
|
| • | | We recorded an aggregate net unrealized gain of€50.8 million on our outstanding derivatives and foreign exchange gain on our long-term debt in the second quarter of 2006. In the second quarter of 2005, we had an aggregate net unrealized loss of€79.3 million on our outstanding derivatives and foreign exchange loss on long-term debt. |
President’s Comments
| | Mr. Jimmy S.H. Lee, President and Chairman, stated: “During the second quarter of 2006: |
| • | | Pulp markets were stronger than the last and comparative quarter of 2005. NBSK list prices in Europe improved to $690 per ADMT at the end of the quarter and in Asian markets improved by approximately $50 per ADMT. |
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| | |
Mercer Reports 2006 Second Quarter Results | | Page 3 |
• | | The Stendal mill ramp up is proceeding substantially as scheduled. In the quarter, it operated above its initial rated capacity and, despite testing and related matters, production and sales revenues were up by approximately 13% and 49%, respectively, over the same period of 2005. Further, Stendal mill net realizations also improved as a result of higher pulp prices and increased contract sales in Europe. |
|
• | | During the quarter, we had extensive scheduled downtime at our pulp mills. During this time, the Rosenthal mill installed an additional brownstock washer and the Celgar mill undertook extensive maintenance, with over 1,000 workers involved, which should enhance its operating performance and reliability in the second half of 2006. |
|
• | | Improvements in pulp prices and markets were largely offset by the scheduled downtime at our pulp mills, higher fiber costs at our German pulp mills and the impact of the continuing strength of the Canadian dollar versus the U.S. dollar on our Celgar mill.” |
Mr. Lee continued: “Looking forward, we are seeing improvements in pulp prices and demand in all of our markets which we currently believe should result in further price improvement in the upcoming months. In July 2006, list NBSK prices increased to approximately $710 per tonne in Europe and approximately $650 per tonne in Asia.”
Mr. Lee concluded: “With the extensive scheduled mill downtime completed, we believe we are well-positioned to realize upon the strengthening NBSK pulp market in the second half of 2006.”
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| | |
Mercer Reports 2006 Second Quarter Results | | Page 4 |
Results of Operations — 2006 Second Quarter
Selected production and sales data for the three months ended June 30, 2006 and 2005 is as follows:
| | | | | | | | |
| | Three Months Ended June 30, |
| | 2006 | | 2005 |
| | (ADMTs) |
Production by Product Class: | | | | | | | | |
Pulp production by mill: | | | | | | | | |
Rosenthal | | | 67,376 | | | 81,443 |
Stendal | | | 139,715 | | | 123,738 |
Celgar | | | 100,651 | | | 111,071 |
| | | | | | |
Total pulp production | | | 307,742 | | | 316,252 |
Paper production | | | 16,427 | | | 17,979 |
| | | | | | |
Total production | | | 324,169 | | | 334,231 |
| | | | | | |
| | | | | | | | |
Sales Volume by Product Class: | | | | | | | | |
Pulp sales volume by mill: | | | | | | | | |
Rosenthal | | | 73,010 | | | 75,996 |
Stendal | | | 136,894 | | | 102,915 |
Celgar | | | 119,361 | | | 99,841 |
| | | | | | |
Total pulp sales volume(1) | | | 329,265 | | | 278,752 |
Paper sales volume | | | 15,482 | | | 17,840 |
| | | | | | | |
Total sales volume(1) | | | 344,747 | | | 296,592 |
| | | | | | |
| | | | | | | | |
| | Three Months Ended June 30, | |
| | 2006 | | | 2005 | |
| | (ADMTs) | |
| | (in thousands) | |
Revenues by Product Class: | | | | | | | | |
Pulp revenues by mill: | | | | | | | | |
Rosenthal | | € | 33,776 | | | € | 31,115 | |
Stendal | | | 60,741 | | | | 40,345 | |
Celgar | | | 54,514 | | | | 40,864 | |
| | | | | | |
Total pulp revenues(1) | | | 149,031 | | | | 112,324 | |
Paper revenues | | | 16,097 | | | | 16,097 | |
| | | | | | |
Total pulp and paper sales revenues(1) | | | 165,128 | | | | 128,421 | |
| | | | | | |
Third party transportation revenues | | | 1,577 | | | | 1,188 | |
| | | | | | |
Total sales revenues | | € | 166,705 | | | € | 129,609 | |
| | | | | | |
| | |
(1) | | Excluding intercompany sales volumes of 4,871 ADMTs and 4,105 ADMTs of pulp and intercompany net sales revenues of approximately€2.3 million and€1.7 million in the three months ended June 30, 2006 and 2005, respectively. |
Revenues for the three months ended June 30, 2006 increased to€166.7 million from€129.6 million in the comparative period of 2005, primarily due to higher sales from our Celgar and Stendal pulp mills. Pulp sales by volume increased to 329,265 ADMTs in the second quarter of 2006 from 278,752 ADMTs in the comparative period of 2005.
Cost of sales and general, administrative and other expenses in the second quarter of 2006 increased to€155.8 million from€120.4 million in the comparative period of 2005, primarily as a result of the inclusion of higher sales from our Celgar and Stendal mills.
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| | |
Mercer Reports 2006 Second Quarter Results | | Page 5 |
For the second quarter of 2006, revenues from our pulp operations increased to€150.6 million from€113.5 million in the same period a year ago. List prices for NBSK pulp in Europe were approximately€529 ($665) per ADMT in the second quarter of 2006 and€514 ($618) per ADMT in the first quarter of 2006, compared to approximately€487 ($613) per ADMT in the comparative period of last year.
Mill net pulp sales realizations increased to€453 per ADMT on average in the second quarter of 2006 from€403 per ADMT in the second quarter of 2005, primarily as a result of higher pulp prices.
During the current quarter, we took an aggregate of approximately 30 days scheduled maintenance and strategic capital expenditure downtime at our pulp mills, including 16 days at our Rosenthal mill and 8 days at our Celgar mill. During this period, our Rosenthal mill completed the installation of an additional brownstock washer at a cost of approximately€9.7 million which is expected to further improve pulp quality and lower chemical and effluent costs. The total maintenance costs associated with such shutdown were approximately€4.3 million and were expensed in the current quarter. Total production volume at our Rosenthal and Celgar mills was down by approximately 24,000 tonnes or 13% in the current quarter of 2006 compared to the same quarter of 2005. The Stendal mill also underwent testing of various departments and converted some production to TCF pulp pursuant to the terms of its EPC contract which curtailed production during such period. This downtime and testing negatively impacted our production volumes, costs and operating results. During the same period of 2005, we had 12 days of down time at our pulp mills.
Cost of sales and general, administrative and other expenses for the pulp operations increased to€141.3 million in the second quarter of 2006 from€102.9 million in the comparative period of 2005, primarily as a result of the inclusion of higher sales from our Celgar and Stendal mills.
Fiber costs at our German pulp mills increased by approximately 8% in the second quarter of 2006 versus the same quarter of 2005. This resulted from lower availability because of severe winter conditions in Germany and central Europe, which caused sawmillers and log harvesters to curtail operations and increased competition for fiber primarily from renewable energy operations. The increase in worldwide energy prices has made projects generating energy from renewable sources such as wood residuals more viable in Europe. As a result, there has been increased fiber demand and competition in our fiber base. In the second quarter of 2006, average fiber costs at our Celgar mill decreased by
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Mercer Reports 2006 Second Quarter Results | | Page 6 |
approximately 23% versus the same quarter of 2005, primarily because of fluctuations in regional woodchip availability.
In the second quarter of 2006, we recorded a contribution to income from operations of€7.6 million resulting from the sale of emission allowances compared to€6.3 million in the comparative quarter of 2005.
Depreciation for the pulp operations increased to€14.6 million in the second quarter of 2006, from€13.4 million in the comparative period of 2005, primarily as a result of depreciation associated with the Celgar mill.
For the second quarter of 2006, our pulp operations generated operating income of€11.5 million, versus operating income of€12.4 million in the comparative quarter of 2005 as scheduled downtime resulted in lower production and weaker performance largely offset improvements in pulp markets and Stendal’s results. As NBSK pulp is generally quoted in U.S. dollars, the overall strength of the Canadian dollar versus the U.S. dollar continued to negatively impact our Celgar mill’s sales realizations and results.
Revenues from our paper operations were stable at€16.1 million in the current quarter as well as the same quarter of last year.
Cost of sales and general, administrative and other expenses for the paper operations in the second quarter of 2006 decreased to€15.8 million from€16.9 million in the comparative quarter of 2005.
For the second quarter of 2006, our paper operations generated operating income of€0.4 million, compared to an operating loss of€0.8 million in the second quarter of 2005.
In the second quarter of 2006, we had income from operations of€10.9 million, compared to€9.2 million in the same quarter last year. Interest expense in the second quarter of 2006 increased marginally to€23.1 million from€22.2 million in the year ago period, primarily due to higher borrowings relating to the Stendal mill.
Stendal entered into certain foreign currency derivatives to swap all of its long-term bank indebtedness from Euros to U.S. dollars in 2005 and certain currency forwards. In addition, Stendal
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Mercer Reports 2006 Second Quarter Results | | Page 7 |
previously entered into interest rate swaps to fix the interest rate on its outstanding bank indebtedness. Due to the weakening of the U.S. dollar versus the Euro and an increase in long-term interest rates, we recorded a net unrealized non-cash holding gain of€44.7 million before minority interests upon the marked to market valuation of such derivatives that were outstanding at the end of the current quarter, compared to a net non-cash holding loss of€69.5 million before minority interests upon the marked to market valuation of our outstanding derivatives in the comparative quarter of 2005.
In the second quarter of 2006, minority interest, representing the two minority shareholders’ proportionate interest in the Stendal mill, was€0.4 million, compared to€4.9 million in the second quarter of 2005.
We reported net income for the second quarter of 2006 of€18.4 million, or€0.56 per basic and€0.45 per diluted share, which included an aggregate of€50.8 million of unrealized gains on our outstanding derivatives and a foreign exchange gain on our long-term debt. In the second quarter of 2005, we reported a net loss of€62.2 million, or€1.88 per basic and diluted share, which reflected the net unrealized non-cash holding losses on our currency and interest rate derivatives of€69.5 million and the unrealized non-cash foreign exchange loss on our long-term debt of€9.8 million, partially offset by the non-cash benefit for income taxes of€24.4 million, and interest expense related to our Stendal mill of€14.5 million.
We generated “Operating EBITDA” of€25.7 million and€23.1 million in the three months ended June 30, 2006 and 2005, respectively. Operating EBITDA is defined as income (loss) from operations plus depreciation and amortization and non-recurring capital asset impairment charges. Management uses Operating EBITDA as a benchmark measurement of its own operating results, and as a benchmark relative to its competitors. Management considers it to be a meaningful supplement to operating income as a performance measure primarily because depreciation expense and non-recurring capital asset impairment charges are not an actual cash cost, and depreciation expense varies widely from company to company in a manner that management considers largely independent of the underlying cost efficiency of their operating facilities. In addition, we believe Operating EBITDA is commonly used by securities analysts, investors and other interested parties to evaluate our financial performance.
Operating EBITDA does not reflect the impact of a number of items that affect our net income (loss), including financing costs and the effect of derivative instruments. Operating EBITDA is not a measure of financial performance under GAAP, and should not be considered as an alternative to net
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Mercer Reports 2006 Second Quarter Results | | Page 8 |
income (loss) or income (loss) from operations as a measure of performance, nor as an alternative to net cash from operating activities as a measure of liquidity. Operating EBITDA has significant limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. For a reconciliation of net income (loss) to Operating EBITDA, see page 10 of the financial tables included in this press release.
Earnings Release Call
In conjunction with this release, Mercer International will host a conference call, which will be simultaneously broadcast live over the Internet. Management will host the call, which is scheduled for Wednesday, August 9, 2006 at 10:00 AM EST. Listeners can access the conference call live and archived over the Internet through a link at the company’s web site athttp://www.mercerint.com/en/newsCurrent.cfm, or at http://www.videonewswire.com/event.asp?id=35077. Please allow 15 minutes prior to the call to visit the site and download and install any necessary audio software. A replay of this call will be available approximately two hours after the live call ends until August 16, 2006 at 11:59 p.m. (Eastern Standard Time). The replay number is (800) 642-1687, and the passcode is 3961912.
Mercer International Inc. is a global pulp and paper manufacturing company. To obtain further information on the company, please visit its web site athttp://www.mercerinternational.com.
The preceding includes forward looking statements which involve known and unknown risks and uncertainties which may cause the Company’s actual results in future periods to differ materially from forecasted results. Among those factors which could cause actual results to differ materially are the following: market conditions, competition and other risk factors listed from time to time in the company’s SEC reports.
-FINANCIAL TABLES FOLLOW-
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MERCER INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
June 30, 2006 and December 31, 2005
(Euros in thousands)
| | | | | | | | |
| | June 30, | | | December 31, | |
| | 2006 | | | 2005 | |
ASSETS | | | | | | | | |
Current Assets | | | | | | | | |
Cash and cash equivalents | | € | 73,079 | | | € | 83,547 | |
Cash restricted | | | 5,892 | | | | 7,039 | |
Receivables | | | 87,020 | | | | 74,315 | |
Inventories | | | 69,544 | | | | 81,147 | |
Prepaid expenses and other | | | 6,240 | | | | 5,474 | |
| | | | | | |
Total current assets | | | 241,775 | | | | 251,522 | |
| | | | | | |
Long-Term Assets | | | | | | | | |
Cash restricted | | | 66,537 | | | | 24,573 | |
Property, plant and equipment | | | 1,008,319 | | | | 1,024,662 | |
Investments | | | 7,695 | | | | 6,314 | |
Deferred note issuance and other costs | | | 7,674 | | | | 8,364 | |
Deferred income tax | | | 38,798 | | | | 78,381 | |
| | | | | | |
| | | 1,129,023 | | | | 1,142,294 | |
| | | | | | |
Total assets | | € | 1,370,798 | | | € | 1,393,816 | |
| | | | | | |
| | | | | | | | |
LIABILITIES | | | | | | | | |
Current Liabilities | | | | | | | | |
Accounts payable and accrued expenses | | € | 109,113 | | | € | 112,726 | |
Debt, current portion | | | 75,375 | | | | 27,601 | |
| | | | | | |
Total current liabilities | | | 184,488 | | | | 140,327 | |
| | | | | | |
Long-Term Liabilities | | | | | | | | |
Debt, less current portion | | | 898,379 | | | | 922,619 | |
Unrealized foreign exchange rate derivative loss | | | 11,735 | | | | 61,979 | |
Unrealized interest rate derivative losses | | | 42,320 | | | | 78,646 | |
Pension and other post-retirement benefit obligations | | | 16,541 | | | | 17,113 | |
Capital leases and other | | | 9,980 | | | | 9,945 | |
Deferred income tax | | | 17,428 | | | | 14,444 | |
| | | | | | |
| | | 996,383 | | | | 1,104,746 | |
| | | | | | |
Total liabilities | | | 1,180,871 | | | | 1,245,073 | |
| | | | | | |
Minority Interest | | | — | | | | — | |
SHAREHOLDERS’ EQUITY | | | | | | | | |
Common shares | | | 181,655 | | | | 181,586 | |
Additional paid-in capital, stock options | | | 87 | | | | 14 | |
Deficit | | | (12,961 | ) | | | (47,970 | ) |
Accumulated other comprehensive income | | | 21,146 | | | | 15,113 | |
| | | | | | |
Total shareholders’ equity | | | 189,927 | | | | 148,743 | |
| | | | | | |
|
Total liabilities and shareholders’ equity | | € | 1,370,798 | | | € | 1,393,816 | |
| | | | | | |
(1)
MERCER INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2006 and 2005
(Unaudited)
(Euros in thousands, except per share data)
| | | | | | | | |
| | 2006 | | | 2005 | |
Revenues | | € | 325,769 | | | € | 227,502 | |
| | | | | | | | |
Costs and expenses: | | | | | | | | |
Cost of sales | | | 298,045 | | | | 210,167 | |
| | | | | | |
| | | 27,724 | | | | 17,335 | |
General and administrative expenses | | | (18,591 | ) | | | (15,316 | ) |
Sale (purchase) of emission allowances | | | 13,246 | | | | 6,288 | |
| | | | | | |
Income from operations | | | 22,379 | | | | 8,307 | |
| | | | | | |
| | | | | | | | |
Other income (expense) | | | | | | | | |
Interest expense | | | (46,037 | ) | | | (41,463 | ) |
Investment income | | | 3,011 | | | | 981 | |
Unrealized foreign exchange gain (loss) on debt | | | 12,173 | | | | (7,509 | ) |
Realized loss on derivative instruments | | | (5,219 | ) | | | (295 | ) |
Unrealized gain (loss) on derivative instruments | | | 90,724 | | | | (73,015 | ) |
Impairment of investments | | | — | | | | (1,645 | ) |
| | | | | | |
Total other income (expense) | | | 54,652 | | | | (122,946 | ) |
| | | | | | |
| | | | | | | | |
Income (loss) before income taxes and minority interest | | | 77,031 | | | | (114,639 | ) |
Income tax (provision) benefit | | | (42,920 | ) | | | 21,412 | |
| | | | | | |
Income (loss) before minority interest | | | 34,111 | | | | (93,227 | ) |
Minority interest | | | 898 | | | | 11,409 | |
| | | | | | |
Net income (loss) | | € | 35,009 | | | € | (81,818 | ) |
| | | | | | | | |
(Deficit) retained earnings, beginning of period | | | (47,970 | ) | | | 69,176 | |
| | | | | | |
Deficit, end of period | | € | (12,961 | ) | | € | (12,642 | ) |
| | | | | | |
| | | | | | | | |
Income (loss) per share | | | | | | | | |
Basic | | € | 1.06 | | | € | (2.80 | ) |
| | | | | | |
Diluted | | € | 0.86 | | | € | (2.80 | ) |
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(2)
MERCER INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2006 and 2005
(Unaudited)
(Euros in thousands, except per share data)
| | | | | | | | |
| | 2006 | | | 2005 | |
Revenues | | € | 166,705 | | | € | 129,609 | |
| | | | | | | | |
Costs and expenses: | | | | | | | | |
Cost of sales | | | 153,706 | | | | 119,178 | |
| | | | | | |
| | | 12,999 | | | | 10,431 | |
General and administrative expenses | | | (9,733 | ) | | | (7,518 | ) |
Sale (purchase) of emission allowances | | | 7,608 | | | | 6,288 | |
| | | | | | |
Income from operations | | | 10,874 | | | | 9,201 | |
| | | | | | |
| | | | | | | | |
Other income (expense) | | | | | | | | |
Interest expense | | | (23,112 | ) | | | (22,200 | ) |
Investment income | | | 1,267 | | | | 806 | |
Unrealized foreign exchange gain (loss) on debt | | | 6,060 | | | | (9,806 | ) |
Realized loss on derivative instruments | | | (1,657 | ) | | | — | |
Unrealized gain (loss) on derivative instruments | | | 46,347 | | | | (69,451 | ) |
| | | | | | |
Total other income (expense) | | | 28,905 | | | | (100,651 | ) |
| | | | | | |
| | | | | | | | |
Income (loss) before income taxes and minority interest | | | 39,779 | | | | (91,450 | ) |
Income tax (provision) benefit | | | (21,807 | ) | | | 24,447 | |
| | | | | | |
Income (loss) before minority interest | | | 17,972 | | | | (67,003 | ) |
Minority interest | | | 449 | | | | 4,852 | |
| | | | | | |
Net income (loss) | | € | 18,421 | | | € | (62,151 | ) |
| | | | | | |
| | | | | | | | |
(Deficit) retained earnings, beginning of period | | | (31,382 | ) | | | 49,509 | |
| | | | | | |
Deficit, end of period | | € | (12,961 | ) | | € | (12,642 | ) |
| | | | | | |
| | | | | | | | |
Income (loss) per share | | | | | | | | |
Basic | | € | 0.56 | | | € | (1.88 | ) |
| | | | | | |
Diluted | | € | 0.45 | | | € | (1.88 | ) |
| | | | | | |
(3)
MERCER INTERNATIONAL INC.
BUSINESS SEGMENT INFORMATION
For the Six Months Ended June 30, 2006 and 2005
(Unaudited)
(Euros in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Corporate, | | | | |
| | Rosenthal | | | Celgar | | | Stendal | | | Total | | | | | | | Other and | | | Consolidated | |
| | Pulp | | | Pulp | | | Pulp | | | Pulp | | | Paper | | | Eliminations | | | Total | |
Six Months Ended June 30, 2006 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales to external customers | | € | 68,941 | | | € | 100,811 | | | € | 122,510 | | | € | 292,262 | | | € | 33,507 | | | € | — | | | € | 325,769 | |
Intersegment net sales | | | (152 | ) | | | 23 | | | | 4,688 | | | | 4,559 | | | | 108 | | | | (4,667 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | |
| | | 68,789 | | | | 100,834 | | | | 127,198 | | | | 296,821 | | | | 33,615 | | | | (4,667 | ) | | | 325,769 | |
| | | | | | | | | | | | | | | | | | | | | |
Operating costs | | | 49,453 | | | | 98,702 | | | | 95,571 | | | | 243,726 | | | | 29,971 | | | | (4,434 | ) | | | 269,263 | |
Operating depreciation and amortization | | | 7,750 | | | | 6,291 | | | | 14,129 | | | | 28,170 | | | | 456 | | | | 156 | | | | 28,782 | |
General and administrative | | | 3,592 | | | | 4,939 | | | | 5,940 | | | | 14,471 | | | | 2,276 | | | | 1,844 | | | | 18,591 | |
(Sale) purchase of emission allowances | | | (3,651 | ) | | | — | | | | (9,595 | ) | | | (13,246 | ) | | | — | | | | — | | | | (13,246 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| | | 57,144 | | | | 109,932 | | | | 106,045 | | | | 273,121 | | | | 32,703 | | | | (2,434 | ) | | | 303,390 | |
| | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | 11,645 | | | | (9,098 | ) | | | 21,153 | | | | 23,700 | | | | 912 | | | | (2,233 | ) | | | 22,379 | |
Interest expense | | | | | | | | | | | | | | | | | | | | | | | | | | | (46,037 | ) |
Investment income | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,011 | |
Derivative financial instruments, net | | | | | | | | | | | | | | | | | | | | | | | | | | | 85,505 | |
Unrealized foreign exchange gain on debt | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,173 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income before income taxes and minority interest | | | | | | | | | | | | | | | | | | | | | | | | | | € | 77,031 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Segment assets | | € | 332,485 | | | € | 237,175 | | | € | 746,557 | | | € | 1,316,217 | | | € | 22,020 | | | € | 32,561 | | | € | 1,370,798 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Corporate, | | | | |
| | Rosenthal | | | Celgar(1) | | | Stendal | | | Total | | | | | | | Other and | | | Consolidated | |
| | Pulp | | | Pulp | | | Pulp | | | Pulp | | | Paper | | | Eliminations | | | Total | |
Six Months Ended June 30, 2005 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales to external customers | | € | 65,936 | | | € | 48,480 | | | € | 81,606 | | | € | 196,022 | | | € | 31,480 | | | € | — | | | € | 227,502 | |
Intersegment net sales | | | — | | | | — | | | | 3,340 | | | | 3,340 | | | | — | | | | (3,340 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | |
| | | 65,936 | | | | 48,480 | | | | 84,946 | | | | 199,362 | | | | 31,480 | | | | (3,340 | ) | | | 227,502 | |
| | | | | | | | | | | | | | | | | | | | | |
Operating costs | | | 47,405 | | | | 40,554 | | | | 71,546 | | | | 159,505 | | | | 29,601 | | | | (3,822 | ) | | | 185,284 | |
Operating depreciation and amortization | | | 6,630 | | | | 4,097 | | | | 13,454 | | | | 24,181 | | | | 379 | | | | 323 | | | | 24,883 | |
General and administrative | | | 3,810 | | | | 2,837 | | | | 1,677 | | | | 8,324 | | | | 2,562 | | | | 4,430 | | | | 15,316 | |
(Sale) purchase of emission allowances | | | (2,135 | ) | | | — | | | | (4,153 | ) | | | (6,288 | ) | | | — | | | | — | | | | (6,288 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| | | 55,710 | | | | 47,488 | | | | 82,524 | | | | 185,722 | | | | 32,542 | | | | 931 | | | | 219,195 | |
| | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | 10,226 | | | | 992 | | | | 2,422 | | | | 13,640 | | | | (1,062 | ) | | | (4,271 | ) | | | 8,307 | |
Interest expense | | | | | | | | | | | | | | | | | | | | | | | | | | | (41,463 | ) |
Investment income | | | | | | | | | | | | | | | | | | | | | | | | | | | 981 | |
Derivative financial instruments, net | | | | | | | | | | | | | | | | | | | | | | | | | | | (73,310 | ) |
Unrealized foreign exchange loss on debt | | | | | | | | | | | | | | | | | | | | | | | | | | | (7,509 | ) |
Impairment of investments | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,645 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loss before income taxes and minority interest | | | | | | | | | | | | | | | | | | | | | | | | | | € | (114,639 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Segment assets | | € | 347,935 | | | € | 244,361 | | | € | 906,244 | | | € | 1,498,540 | | | € | 24,294 | | | € | 15,995 | | | € | 1,538,829 | |
| | | | | | | | | | | | | | | | | | | | | |
| | |
(1) | | The results of the Celgar pulp mill are from the date of its acquisition on February 14, 2005. |
(4)
MERCER INTERNATIONAL INC.
BUSINESS SEGMENT INFORMATION
For the Three Months Ended June 30, 2006 and 2005
(Unaudited)
(Euros in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Corporate, | | | | |
| | Rosenthal | | | Celgar | | | Stendal | | | Total | | | | | | | Other and | | | Consolidated | |
| | Pulp | | | Pulp | | | Pulp | | | Pulp | | | Paper | | | Eliminations | | | Total | |
Three Months Ended June 30, 2006 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales to external customers | | € | 34,269 | | | € | 54,514 | | | € | 61,811 | | | € | 150,594 | | | € | 16,111 | | | € | — | | | € | 166,705 | |
Intersegment net sales | | | (194 | ) | | | 23 | | | | 2,373 | | | | 2,202 | | | | 108 | | | | (2,310 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | |
| | | 34,075 | | | | 54,537 | | | | 64,184 | | | | 152,796 | | | | 16,219 | | | | (2,310 | ) | | | 166,705 | |
| | | | | | | | | | | | | | | | | | | | | |
Operating costs | | | 25,466 | | | | 53,137 | | | | 47,446 | | | | 126,049 | | | | 14,453 | | | | (1,664 | ) | | | 138,838 | |
Operating depreciation and amortization | | | 4,213 | | | | 3,277 | | | | 7,070 | | | | 14,560 | | | | 230 | | | | 78 | | | | 14,868 | |
General and administrative | | | 2,265 | | | | 2,815 | | | | 3,183 | | | | 8,263 | | | | 1,135 | | | | 335 | | | | 9,733 | |
(Sale) purchase of emission allowances | | | (1,884 | ) | | | — | | | | (5,724 | ) | | | (7,608 | ) | | | — | | | | — | | | | (7,608 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| | | 30,060 | | | | 59,229 | | | | 51,975 | | | | 141,264 | | | | 15,818 | | | | (1,251 | ) | | | 155,831 | |
| | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | 4,015 | | | | (4,692 | ) | | | 12,209 | | | | 11,532 | | | | 401 | | | | (1,059 | ) | | | 10,874 | |
Interest expense | | | | | | | | | | | | | | | | | | | | | | | | | | | (23,112 | ) |
Investment income | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,267 | |
Derivative financial instruments, net | | | | | | | | | | | | | | | | | | | | | | | | | | | 44,690 | |
Unrealized foreign exchange gain on debt | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,060 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income before income taxes and minority interest | | | | | | | | | | | | | | | | | | | | | | | | | | € | 39,779 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Corporate, | | | | |
| | Rosenthal | | | Celgar | | | Stendal | | | Total | | | | | | | Other and | | | Consolidated | |
| | Pulp | | | Pulp | | | Pulp | | | Pulp | | | Paper | | | Eliminations | | | Total | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended June 30, 2005 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales to external customers | | € | 31,840 | | | € | 40,864 | | | € | 40,808 | | | € | 113,512 | | | € | 16,097 | | | € | — | | | € | 129,609 | |
Intersegment net sales | | | — | | | | — | | | | 1,786 | | | | 1,786 | | | | — | | | | (1,786 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | |
| | | 31,840 | | | | 40,864 | | | | 42,594 | | | | 115,298 | | | | 16,097 | | | | (1,786 | ) | | | 129,609 | |
| | | | | | | | | | | | | | | | | | | | | |
Operating costs | | | 22,217 | | | | 35,419 | | | | 34,411 | | | | 92,047 | | | | 15,370 | | | | (2,135 | ) | | | 105,282 | |
Operating depreciation and amortization | | | 3,362 | | | | 3,274 | | | | 6,773 | | | | 13,409 | | | | 198 | | | | 289 | | | | 13,896 | |
General and administrative | | | 1,909 | | | | 1,162 | | | | 702 | | | | 3,773 | | | | 1,326 | | | | 2,419 | | | | 7,518 | |
(Sale) purchase of emission allowances | | | (2,135 | ) | | | — | | | | (4,153 | ) | | | (6,288 | ) | | | — | | | | — | | | | (6,288 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| | | 25,353 | | | | 39,855 | | | | 37,733 | | | | 102,941 | | | | 16,894 | | | | 573 | | | | 120,408 | |
| | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | 6,487 | | | | 1,009 | | | | 4,861 | | | | 12,357 | | | | (797 | ) | | | (2,359 | ) | | | 9,201 | |
Interest expense | | | | | | | | | | | | | | | | | | | | | | | | | | | (22,200 | ) |
Investment income | | | | | | | | | | | | | | | | | | | | | | | | | | | 806 | |
Derivative financial instruments, net | | | | | | | | | | | | | | | | | | | | | | | | | | | (69,451 | ) |
Unrealized foreign exchange loss on debt | | | | | | | | | | | | | | | | | | | | | | | | | | | (9,806 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loss before income taxes and minority interest | | | | | | | | | | | | | | | | | | | | | | | | | | € | (91,450 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
(5)
MERCER INTERNATIONAL INC.
RESTRICTED GROUP SUPPLEMENTAL DISCLOSURE
Combined Condensed Balance Sheet
As at June 30, 2006
(Euros in thousands)
The terms of the indenture governing our 9.25% senior unsecured notes requires that we provide the results of operations and financial condition of Mercer International Inc. excluding its subsidiaries (“Mercer Inc.”) and our restricted subsidiaries under the indenture, collectively referred to as the “Restricted Group”. From February 14, 2005, the Restricted Group includes Mercer Inc., certain holding subsidiaries and Rosenthal, and the Celgar mill. The Restricted Group excludes our paper operations and the Stendal mill.
| | | | | | | | | | | | | | | | |
| | June 30, 2006 | |
| | Restricted | | | Unrestricted | | | | | | | Consolidated | |
| | Group | | | Subsidiaries | | | Eliminations | | | Group | |
ASSETS | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | € | 37,018 | | | € | 36,061 | | | € | — | | | € | 73,079 | |
Cash restricted | | | — | | | | 5,892 | | | | — | | | | 5,892 | |
Receivables | | | 47,468 | | | | 39,552 | | | | — | | | | 87,020 | |
Inventories | | | 36,653 | | | | 32,891 | | | | — | | | | 69,544 | |
Prepaid expenses and other | | | 3,620 | | | | 2,620 | | | | — | | | | 6,240 | |
| | | | | | | | | | | | |
Total current assets | | | 124,759 | | | | 117,016 | | | | — | | | | 241,775 | |
Cash restricted | | | — | | | | 66,537 | | | | — | | | | 66,537 | |
Property, plant and equipment | | | 400,046 | | | | 608,273 | | | | — | | | | 1,008,319 | |
Other | | | 10,048 | | | | 5,321 | | | | — | | | | 15,369 | |
Deferred income tax | | | 18,149 | | | | 20,649 | | | | — | | | | 38,798 | |
Due from unrestricted group | | | 49,302 | | | | — | | | | (49,302 | ) | | | — | |
| | | | | | | | | | | | |
Total assets | | € | 602,304 | | | € | 817,796 | | | € | (49,302 | ) | | € | 1,370,798 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | € | 43,851 | | | € | 65,262 | | | € | — | | | € | 109,113 | |
Debt, current portion | | | — | | | | 75,375 | | | | — | | | | 75,375 | |
| | | | | | | | | | | | |
Total current liabilities | | | 43,851 | | | | 140,637 | | | | — | | | | 184,488 | |
Debt, less current portion | | | 322,732 | | | | 575,647 | | | | — | | | | 898,379 | |
Due to restricted group | | | — | | | | 49,302 | | | | (49,302 | ) | | | — | |
Unrealized derivative loss | | | — | | | | 54,055 | | | | — | | | | 54,055 | |
Other | | | 21,160 | | | | 5,361 | | | | — | | | | 26,521 | |
Deferred income tax | | | 2,379 | | | | 15,049 | | | | — | | | | 17,428 | |
| | | | | | | | | | | | |
Total liabilities | | | 390,122 | | | | 840,051 | | | | (49,302 | ) | | | 1,180,871 | |
| | | | | | | | | | | | |
SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Total shareholders’ equity (deficit) | | | 212,182 | | | | (22,255 | )(1) | | | — | | | | 189,927 | |
| | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | € | 602,304 | | | € | 817,796 | | | € | (49,302 | ) | | € | 1,370,798 | |
| | | | | | | | | | | | |
| | |
(1) | | Shareholders’ equity does not include government grants received or receivable related to the Stendal mill. Shareholders’ equity is impacted by the unrealized non-cash marked to market valuation losses on derivative financial instruments. |
(6)
MERCER INTERNATIONAL INC.
RESTRICTED GROUP SUPPLEMENTAL DISCLOSURE
Combined Condensed Balance Sheet
As at December 31, 2005
(Euros in thousands)
| | | | | | | | | | | | | | | | |
| | December 31, 2005 | |
| | Restricted | | | Unrestricted | | | | | | | Consolidated | |
| | Group | | | Subsidiaries | | | Eliminations | | | Group | |
ASSETS | | | | | | | | | | | | | | | | |
Current | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | € | 48,790 | | | € | 34,757 | | | € | — | | | € | 83,547 | |
Cash restricted | | | — | | | | 7,039 | | | | — | | | | 7,039 | |
Receivables | | | 41,349 | | | | 32,966 | | | | — | | | | 74,315 | |
Inventories | | | 47,100 | | | | 34,047 | | | | — | | | | 81,147 | |
Prepaid expenses and other | | | 2,940 | | | | 2,534 | | | | — | | | | 5,474 | |
| | | | | | | | | | | | |
Total current assets | | | 140,179 | | | | 111,343 | | | | — | | | | 251,522 | |
Cash restricted | | | — | | | | 24,573 | | | | — | | | | 24,573 | |
Property, plant and equipment | | | 404,151 | | | | 620,511 | | | | — | | | | 1,024,662 | |
Other | | | 10,533 | | | | 4,145 | | | | — | | | | 14,678 | |
Deferred income tax | | | 24,303 | | | | 54,078 | | | | — | | | | 78,381 | |
Due from unrestricted group | | | 46,412 | | | | — | | | | (46,412 | ) | | | — | |
| | | | | | | | | | | | |
Total assets | | € | 625,578 | | | € | 814,650 | | | € | (46,412 | ) | | € | 1,393,816 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | | | |
Current | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | € | 46,867 | | | € | 64,646 | | | € | — | | | € | 111,513 | |
Construction costs payable | | | — | | | | 1,213 | | | | — | | | | 1,213 | |
Debt, current portion | | | — | | | | 27,601 | | | | — | | | | 27,601 | |
| | | | | | | | | | | | |
Total current liabilities | | | 46,867 | | | | 93,460 | | | | — | | | | 140,327 | |
Debt, less current portion | | | 342,023 | | | | 580,596 | | | | — | | | | 922,619 | |
Due to restricted group | | | — | | | | 46,412 | | | | (46,412 | ) | | | — | |
Unrealized derivative loss | | | — | | | | 140,625 | | | | — | | | | 140,625 | |
Other | | | 20,722 | | | | 6,336 | | | | — | | | | 27,058 | |
Deferred income tax | | | 1,851 | | | | 12,593 | | | | — | | | | 14,444 | |
| | | | | | | | | | | | |
Total liabilities | | | 411,463 | | | | 880,022 | | | | (46,412 | ) | | | 1,245,073 | |
| | | | | | | | | | | | |
|
SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Total shareholders’ equity (deficit) | | | 214,115 | | | | (65,372 | )(1) | | | — | | | | 148,743 | |
| | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | € | 625,578 | | | € | 814,650 | | | € | (46,412 | ) | | € | 1,393,816 | |
| | | | | | | | | | | | |
| | |
(1) | | Shareholders’ equity does not include government grants received or receivable related to the Stendal mill. Shareholders’ equity is impacted by the unrealized non-cash marked to market valuation losses on derivative financial instruments. |
(7)
MERCER INTERNATIONAL INC.
RESTRICTED GROUP SUPPLEMENTAL DISCLOSURE
Combined Condensed Statements of Operations
For the Six Months Ended June 30, 2006 and 2005
(Unaudited)
(Euros in thousands)
| | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2006 | |
| | Restricted | | | Unrestricted | | | | | | | Consolidated | |
| | Group | | | Subsidiaries | | | Eliminations | | | Group | |
Revenues | | € | 169,623 | | | € | 160,813 | | | € | (4,667 | ) | | € | 325,769 | |
| | | | | | | | | | | | |
|
Operating costs | | | 148,388 | | | | 125,309 | | | | (4,434 | ) | | | 269,263 | |
Operating depreciation and amortization | | | 14,197 | | | | 14,585 | | | | — | | | | 28,782 | |
General and administrative expenses | | | 10,375 | | | | 8,216 | | | | — | | | | 18,591 | |
(Sale) purchase of emission allowances | | | (3,651 | ) | | | (9,595 | ) | | | — | | | | (13,246 | ) |
| | | | | | | | | | | | |
| | | 169,309 | | | | 138,515 | | | | (4,434 | ) | | | 303,390 | |
| | | | | | | | | | | | |
Income from operations | | | 314 | | | | 22,298 | | | | (233 | ) | | | 22,379 | |
| | | | | | | | | | | | |
|
Other income (expense) | | | | | | | | | | | | | | | | |
Interest expense | | | (16,442 | ) | | | (31,355 | ) | | | 1,760 | | | | (46,037 | ) |
Investment income | | | 2,119 | | | | 2,652 | | | | (1,760 | ) | | | 3,011 | |
Derivative financial instruments, net | | | — | | | | 85,505 | | | | — | | | | 85,505 | |
Unrealized foreign exchange gain on debt | | | 12,173 | | | | — | | | | — | | | | 12,173 | |
| | | | | | | | | | | | |
Total other (expense) income | | | (2,150 | ) | | | 56,802 | | | | — | | | | 54,652 | |
| | | | | | | | | | | | |
Income (loss) before income taxes and minority interest | | | (1,836 | ) | | | 79,100 | | | | (233 | ) | | | 77,031 | |
Income tax provision | | | (6,905 | ) | | | (36,015 | ) | | | — | | | | (42,920 | ) |
| | | | | | | | | | | | |
Income (loss) before minority interest | | | (8,741 | ) | | | 43,085 | | | | (233 | ) | | | 34,111 | |
Minority interest | | | — | | | | 898 | | | | — | | | | 898 | |
| | | | | | | | | | | | |
Net income (loss) | | € | (8,741 | ) | | € | 43,983 | | | € | (233 | ) | | € | 35,009 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2005 | |
| | Restricted | | | Unrestricted | | | | | | | Consolidated | |
| | Group | | | Subsidiaries | | | Eliminations | | | Group | |
Revenues | | € | 114,416 | | | € | 113,086 | | | € | — | | | € | 227,502 | |
| | | | | | | | | | | | |
|
Operating costs | | | 87,260 | | | | 98,024 | | | | — | | | | 185,284 | |
Operating depreciation and amortization | | | 10,829 | | | | 13,616 | | | | 438 | | | | 24,883 | |
General and administrative | | | 11,077 | | | | 4,239 | | | | — | | | | 15,316 | |
(Sale) purchase of emission allowances | | | (2,135 | ) | | | (4,153 | ) | | | — | | | | (6,288 | ) |
| | | | | | | | | | | | |
| | | 107,031 | | | | 111,726 | | | | 438 | | | | 219,195 | |
| | | | | | | | | | | | |
Income (loss) from operations | | | 7,385 | | | | 1,360 | | | | (438 | ) | | | 8,307 | |
| | | | | | | | | | | | |
Other income (expense) | | | | | | | | | | | | | | | | |
Interest expense | | | (15,985 | ) | | | (26,571 | ) | | | 1,093 | | | | (41,463 | ) |
Investment income | | | 1,297 | | | | 777 | | | | (1,093 | ) | | | 981 | |
Derivative financial instruments, net | | | (463 | ) | | | (72,847 | ) | | | — | | | | (73,310 | ) |
Unrealized foreign exchange loss on debt | | | (7,509 | ) | | | — | | | | — | | | | (7,509 | ) |
Impairment of investments | | | (1,645 | ) | | | — | | | | — | | | | (1,645 | ) |
| | | | | | | | | | | | |
Total other expense | | | (24,305 | ) | | | (98,641 | ) | | | — | | | | (122,946 | ) |
| | | | | | | | | | | | |
Loss before income taxes and minority interest | | | (16,920 | ) | | | (97,281 | ) | | | (438 | ) | | | (114,639 | ) |
Income tax (provision) benefit | | | (4,776 | ) | | | 26,188 | | | | — | | | | 21,412 | |
| | | | | | | | | | | | |
Loss before minority interest | | | (21,696 | ) | | | (71,093 | ) | | | (438 | ) | | | (93,227 | ) |
Minority interest | | | — | | | | 11,409 | | | | — | | | | 11,409 | |
| | | | | | | | | | | | |
Net loss | | € | (21,696 | ) | | € | (59,684 | ) | | € | (438 | ) | | € | (81,818 | ) |
| | | | | | | | | | | | |
(8)
MERCER INTERNATIONAL INC.
RESTRICTED GROUP SUPPLEMENTAL DISCLOSURE
Combined Condensed Statements of Operations
For the Three Months Ended June 30, 2006 and 2005
(Unaudited)
(Euros in thousands)
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2006 | |
| | Restricted | | | Unrestricted | | | | | | | Consolidated | |
| | Group | | | Subsidiaries | | | Eliminations | | | Group | |
Revenues | | € | 88,612 | | | € | 80,403 | | | € | (2,310 | ) | | € | 166,705 | |
| | | | | | | | | | | | |
|
Operating costs | | | 79,249 | | | | 61,253 | | | | (1,664 | ) | | | 138,838 | |
Operating depreciation and amortization | | | 7,568 | | | | 7,300 | | | | — | | | | 14,868 | |
General and administrative expenses | | | 5,415 | | | | 4,318 | | | | — | | | | 9,733 | |
(Sale) purchase of emission allowances | | | (1,884 | ) | | | (5,724 | ) | | | — | | | | (7,608 | ) |
| | | | | | | | | | | | |
| | | 90,348 | | | | 67,147 | | | | (1,664 | ) | | | 155,831 | |
| | | | | | | | | | | | |
Income (loss) from operations | | | (1,736 | ) | | | 13,256 | | | | (646 | ) | | | 10,874 | |
| | | | | | | | | | | | |
|
Other income (expense) | | | | | | | | | | | | | | | | |
Interest expense | | | (7,979 | ) | | | (16,018 | ) | | | 885 | | | | (23,112 | ) |
Investment income | | | (142 | ) | | | 2,294 | | | | (885 | ) | | | 1,267 | |
Derivative financial instruments, net | | | 79 | | | | 44,611 | | | | — | | | | 44,690 | |
Unrealized foreign exchange gain on debt | | | 6,060 | | | | — | | | | — | | | | 6,060 | |
| | | | | | | | | | | | |
Total other (expense) income | | | (1,982 | ) | | | 30,887 | | | | — | | | | 28,905 | |
| | | | | | | | | | | | |
Income (loss) before income taxes and minority interest | | | (3,718 | ) | | | 44,143 | | | | (646 | ) | | | 39,779 | |
Income tax provision | | | (3,872 | ) | | | (17,935 | ) | | | — | | | | (21,807 | ) |
| | | | | | | | | | | | |
Income (loss) before minority interest | | | (7,590 | ) | | | 26,208 | | | | (646 | ) | | | 17,972 | |
Minority interest | | | — | | | | 449 | | | | — | | | | 449 | |
| | | | | | | | | | | | |
Net income (loss) | | € | (7,590 | ) | | € | 26,657 | | | € | (646 | ) | | € | 18,421 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2005 | |
| | Restricted | | | Unrestricted | | | | | | | Consolidated | |
| | Group | | | Subsidiaries | | | Eliminations | | | Group | |
Revenues | | € | 72,704 | | | € | 56,905 | | | € | — | | | € | 129,609 | |
| | | | | | | | | | | | |
|
Operating costs | | | 57,287 | | | | 47,995 | | | | — | | | | 105,282 | |
Operating depreciation and amortization | | | 6,704 | | | | 6,971 | | | | 221 | | | | 13,896 | |
General and administrative | | | 5,490 | | | | 2,028 | | | | — | | | | 7,518 | |
(Sale) purchase of emission allowances | | | (2,135 | ) | | | (4,153 | ) | | | — | | | | (6,288 | ) |
| | | | | | | | | | | | |
| | | 67,346 | | | | 52,841 | | | | 221 | | | | 120,408 | |
| | | | | | | | | | | | |
Income from operations | | | 5,358 | | | | 4,064 | | | | (221 | ) | | | 9,201 | |
| | | | | | | | | | | | |
Other income (expense) Interest expense | | | (8,314 | ) | | | (14,585 | ) | | | 699 | | | | (22,200 | ) |
Investment income | | | 970 | | | | 467 | | | | (631 | ) | | | 806 | |
Derivative financial instruments, net | | | (358 | ) | | | (69,093 | ) | | | — | | | | (69,451 | ) |
Unrealized foreign exchange loss on debt | | | (9,806 | ) | | | — | | | | — | | | | (9,806 | ) |
Impairment of investments | | | (467 | ) | | | — | | | | 467 | | | | — | |
| | | | | | | | | | | | |
Total other income (expense) | | | (17,975 | ) | | | (83,211 | ) | | | 535 | | | | (100,651 | ) |
| | | | | | | | | | | | |
Income (loss) before income taxes and minority interest | | | (12,617 | ) | | | (79,147 | ) | | | 314 | | | | (91,450 | ) |
Income tax (provision) benefit | | | (1,661 | ) | | | 26,108 | | | | — | | | | 24,447 | |
| | | | | | | | | | | | |
Income (loss) before minority interest | | | (14,278 | ) | | | (53,039 | ) | | | 314 | | | | (67,003 | ) |
Minority interest | | | — | | | | 4,852 | | | | — | | | | 4,852 | |
| | | | | | | | | | | | |
Net income (loss) | | € | (14,278 | ) | | € | (48,187 | ) | | € | 314 | | | € | (62,151 | ) |
| | | | | | | | | | | | |
(9)
MERCER INTERNATIONAL INC.
COMPUTATION OF OPERATING EBITDA
For the Six Months and Three Months Ended June 30, 2006 and 2005
(Unaudited)
(Euros in thousands)
| | | | | | | | |
| | Six Months Ended | |
| | June 30, | |
| | 2006 | | | 2005(1) | |
| | (in thousands) | |
Net income (loss) | | € | 35,009 | | | € | (81,818 | ) |
Minority interest | | | (898 | ) | | | (11,409 | ) |
Income taxes (benefit) | | | 42,920 | | | | (21,412 | ) |
Interest expense | | | 46,037 | | | | 41,463 | |
Investment income | | | (3,011 | ) | | | (981 | ) |
Derivative financial instruments, net (gain) loss | | | (85,505 | ) | | | 73,310 | |
Foreign exchange (gain) loss on debt | | | (12,173 | ) | | | 7,509 | |
Impairment of investments | | | — | | | | 1,645 | |
| | | | | | |
Income from operations | | | 22,379 | | | | 8,307 | |
Add: Depreciation and amortization | | | 28,782 | | | | 24,883 | |
| | | | | | |
Operating EBITDA(2) | | € | 51,161 | | | € | 33,190 | |
| | | | | | |
| | | | | | | | |
| | Three Months Ended | |
| | June 30, | |
| | 2006 | | | 2005(1) | |
| | (in thousands) | |
Net income (loss) | | € | 18,421 | | | € | (62,151 | ) |
Minority interest | | | (449 | ) | | | (4,852 | ) |
Income taxes (benefit) | | | 21,807 | | | | (24,447 | ) |
Interest expense | | | 23,112 | | | | 22,200 | |
Investment income | | | (1,267 | ) | | | (806 | ) |
Derivative financial instruments, net (gain) loss | | | (44,690 | ) | | | 69,451 | |
Foreign exchange (gain) loss on debt | | | (6,060 | ) | | | 9,806 | |
| | | | | | |
Income from operations | | | 10,874 | | | | 9,201 | |
Add: Depreciation and amortization | | | 14,868 | | | | 13,896 | |
| | | | | | |
Operating EBITDA(2) | | € | 25,742 | | | € | 23,097 | |
| | | | | | |
| | |
(1) | | The results of the Celgar pulp mill are included from the date of its acquisition on February 14, 2005. |
|
(2) | | Operating EBITDA does not reflect the impact of a number of items that affect our net income (loss), including financing costs and the effect of derivative instruments. Operating EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States, and should not be considered as an alternative to net income (loss) or income (loss) from operations as a measure of performance, nor as an alternative to net cash from operating activities as a measure of liquidity. Operating EBITDA has significant limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. |
(10)
MERCER INTERNATIONAL INC.
COMPUTATION OF RESTRICTED GROUP OPERATING EBITDA
For the Six and Three Months Ended June 30, 2006 and 2005
(Unaudited)
(Euros in thousands)
| | | | | | | | |
| | Six Months Ended | |
| | June 30, | |
| | 2006 | | | 2005(1) | |
| | (in thousands) | |
Restricted Group | | | | | | | | |
Net loss | | € | (8,741 | ) | | € | (21,696 | ) |
Income taxes | | | 6,905 | | | | 4,776 | |
Interest expense | | | 16,442 | | | | 15,985 | |
Investment and other income | | | (2,119 | ) | | | (1,297 | ) |
Derivative financial instruments, net loss | | | — | | | | 463 | |
Foreign exchange gain on debt | | | (12,173 | ) | | | 7,509 | |
Impairment of investments | | | — | | | | 1,645 | |
| | | | | | |
Income from operations | | | 314 | | | | 7,385 | |
Add: Depreciation and amortization | | | 14,197 | | | | 10,829 | |
| | | | | | |
Operating EBITDA(2) | | € | 14,511 | | | € | 18,214 | |
| | | | | | |
| | | | | | | | |
| | Three Months Ended | |
| | June 30, | |
| | 2006 | | | 2005(1) | |
| | (in thousands) | |
Restricted Group | | | | | | | | |
Net loss | | € | (7,590 | ) | | € | (14,278 | ) |
Income taxes | | | 3,872 | | | | 1,661 | |
Interest expense | | | 7,979 | | | | 8,314 | |
Investment and other income | | | 142 | | | | (970 | ) |
Derivative financial instruments, net loss | | | (79 | ) | | | 358 | |
Foreign exchange gain on debt | | | (6,060 | ) | | | 9,806 | |
Impairment of investments | | | — | | | | 467 | |
| | | | | | |
(Loss) income from operations | | | (1,736 | ) | | | 5,358 | |
Add: Depreciation and amortization | | | 7,568 | | | | 6,704 | |
| | | | | | |
Operating EBITDA(2) | | € | 5,832 | | | € | 12,062 | |
| | | | | | |
| | |
(1) | | The results of the Celgar pulp mill are included from the date of its acquisition on February 14, 2005. |
|
(2) | | Operating EBITDA does not reflect the impact of a number of items that affect net income (loss), including financing costs and the effect of derivative instruments. Operating EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States, and should not be considered as an alternative to net income (loss) or income (loss) from operations as a measure of performance, nor as an alternative to net cash from operating activities as a measure of liquidity. Operating EBITDA has significant limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. |
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(11)