Exhibit 99.1
For Immediate Release
MERCER INTERNATIONAL INC. REPORTS 2012 FIRST QUARTER RESULTS
NEW YORK, NY, May 3, 2012 - Mercer International Inc. (Nasdaq: MERC, TSX: MRI.U) today reported results for the first quarter ended March 31, 2012. Operating EBITDA* in the first quarter of 2012 was €30.6 million ($40.1 million), compared to €50.8 million ($69.5 million) in the first quarter of 2011 and €17.0 million ($22.9 million) in the fourth quarter of 2011.
For the first quarter of 2012, we had net income of €1.2 million ($1.6 million), or €0.02 ($0.03) per basic share, compared to net income of €29.1 million ($39.8 million), or €0.66 ($0.90) per basic share, in the first quarter of 2011 and a net loss of €1.8 million ($2.4 million), or €0.03 ($0.04) per basic share, for the fourth quarter of 2011.
Summary Financial Highlights
| | | | | | | | | | | | |
| | | Q1 | | | Q4 | | | Q1 | |
| | | 2012 | | | 2011 | | | 2011 | |
| | | (in millions of Euros, except where otherwise stated) | |
Pulp revenues | | € | 199.4 | | | € | 213.2 | | | € | 210.5 | |
Energy revenues | | | 16.1 | | | | 16.0 | | | | 13.7 | |
Operating income | | | 16.2 | | | | 3.0 | | | | 36.6 | |
Operating EBITDA | | | 30.6 | | | | 17.0 | | | | 50.8 | |
Unrealized gain (loss) on derivative instruments | | | 0.9 | | | | (0.8 | ) | | | 12.2 | |
Foreign exchange gain (loss) on debt | | | — | | | | (0.1 | ) | | | 1.1 | |
Income tax benefit (provision) | | | (0.7 | ) | | | 8.3 | | | | (0.8 | ) |
Net income (loss) attributable to common shareholders | | | 1.2 | | | | (1.8 | ) | | | 29.1 | |
Net income (loss) per share attributable to common shareholders | | | | | | | | | | | | |
Basic | | € | 0.02 | | | € | (0.03 | ) | | € | 0.66 | |
Diluted | | € | 0.02 | | | € | (0.03 | ) | | € | 0.52 | |
Common shares outstanding at period end (000s) | | | 55,779 | | | | 55,779 | | | | 45,386 | |
| | | | | | | | | | | | |
Summary Operating Highlights | | | | | | | | | | | | |
| | | Q1 | | | Q4 | | | Q1 | |
| | | 2012 | | | 2011 | | | 2011 | |
Pulp Production (‘000 ADMTs) | | | 380.3 | | | | 364.9 | | | | 358.6 | |
Scheduled Production Downtime (‘000 ADMTs) | | | — | | | | 27.9 | | | | 3.7 | |
Pulp Sales (‘000 ADMTs) | | | 384.8 | | | | 400.0 | | | | 349.0 | |
Average NBSK pulp list price in Europe ($/ADMT) | | | 837 | | | | 868 | | | | 960 | |
Average NBSK pulp list price in Europe (€/ADMT) | | | 638 | | | | 644 | | | | 702 | |
Average pulp sales realizations (€/ADMT)(1) | | | 512 | | | | 527 | | | | 593 | |
Energy Production (‘000 MWh) | | | 436.2 | | | | 409.5 | | | | 407.8 | |
Energy Sales (‘000 MWh) | | | 182.4 | | | | 169.0 | | | | 157.9 | |
| (1) | Average realized pulp prices for the periods indicated reflect customer discounts and pulp price movements between the order and shipment date. |
| * | Operating EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States (“GAAP”) and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. See page 9 of the financial tables included in this press release for a reconciliation of net income (loss) attributable to common shareholders to Operating EBITDA. |
| | | | | | | | | | | | |
| | | Q1 | | | Q4 | | | Q1 | |
| | | 2012 | | | 2011 | | | 2011 | |
Average Spot Currency Exchange Rates: | | | | | | | | | | | | |
€ / $(2) | | | 0.7623 | | | | 0.7425 | | | | 0.7304 | |
C$ / $(2) | | | 1.0009 | | | | 1.0227 | | | | 0.9856 | |
C$ / €(3) | | | 1.3129 | | | | 1.3788 | | | | 1.3487 | |
| (2) | Average Federal Reserve Bank of New York noon spot rate over the reporting period. |
| (3) | Average Bank of Canada noon spot rate over the reporting period. |
President’s Comments
Mr. Jimmy S.H. Lee, President and Chairman, stated: “We are generally pleased with our first quarter results as, despite a relatively weak NBSK pulp price environment, we still achieved Operating EBITDA of €30.6 million, primarily as a result of strong pulp production and record energy sales at our mills.”
Mr. Lee continued: “Pulp prices remained relatively stable in the first quarter of 2012 as economic uncertainty in Europe was mostly offset by increased demand in China. Overall, at the end of the first quarter, list prices in Europe were approximately $850 per ADMT and in North America and China were approximately $870 and $700 per ADMT, respectively. Going forward, we currently anticipate that NBSK pulp prices will continue to gradually increase in the medium term.”
Mr. Lee continued: “We continue to improve efficiencies at our mills. In the first quarter, we commenced Project Blue Mill at our Stendal mill that is intended to increase the production of both pulp and highly profitable green energy. We currently anticipate that, once completed, Project Blue Mill will increase our Stendal mill’s annual pulp production by 30,000 ADMTs and energy production by 109,000 MWh.”
Mr. Lee added: “Decreased demand from the European pellet and board producers has resulted in reduced fiber costs at our German mills. We also currently anticipate that our Celgar mill’s fiber costs will begin to decline early in the third quarter.”
Mr. Lee concluded: “Despite continued economic uncertainty in Europe, we currently believe that strong Chinese demand, along with increased energy revenues and continued strong performance at our mills, should enable us to continue to enhance value for our stakeholders.”
Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011
Total revenues for the three months ended March 31, 2012 decreased slightly to €215.6 million ($282.7 million) from €224.1 million ($306.6 million) in the same period in 2011, due to lower average pulp realizations, partially offset by higher energy revenues. Pulp revenues for the three months ended March 31, 2012 decreased to €199.4 million from €210.5 million in the comparative period of 2011, primarily due to lower pulp prices, partially offset by higher sales volumes and a stronger U.S. dollar relative to the Euro.
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Revenues from the sale of excess energy increased by approximately 18% in the first quarter to a record €16.1 million from €13.7 million in the same quarter last year, as a result of strong pulp production at all of our mills.
Pulp production increased to 380,342 ADMTs in the current quarter, from 358,557 ADMTs in the same quarter of 2011, primarily due to increased production at both our Stendal and Celgar mills. We have 21 days (approximately 20,000 ADMTs) of maintenance downtime scheduled for our Rosenthal mill in the second quarter of 2012 in order to perform annual maintenance and to upgrade the mill’s recovery process.
Pulp sales volume increased to 384,826 ADMTs in the first quarter from 348,995 ADMTs in the comparative period of 2011, primarily as a result of increased sales to China. Average pulp sales realizations decreased to €512 per ADMT in the first quarter of 2012, compared to €593 per ADMT in the same period last year, due to lower pulp prices, partially offset by a stronger U.S. dollar relative to the Euro.
Costs and expenses in the first quarter of 2012 increased to €199.3 million from €187.5 million in the comparative period of 2011, primarily due to higher sales volumes.
On average, our per unit fiber costs in the current quarter decreased by approximately 3% from the same period in 2011, primarily due to lower fiber costs at our German mills caused by reduced demand from the European pellet and board industries, partially offset by higher fiber costs at our Celgar mill. As we move into the second quarter, we currently expect fiber prices at our German mills to continue to decline, while we currently expect fiber prices at our Celgar mill to remain stable through the second quarter and then begin to decline slightly early in the third quarter.
Selling, general and administrative expenses remained at €10.1 million in the first quarter of 2012, compared to the first quarter of 2011.
For the first quarter of 2012, operating income decreased to €16.2 million from €36.6 million in the comparative quarter of 2011, primarily due to lower pulp revenues resulting from lower pulp prices, partially offset by higher sales volumes and a stronger U.S. dollar relative to the Euro.
Interest expense in the first quarter of 2012 decreased to €14.1 million from €15.9 million in the comparative quarter of 2011, primarily due to the conversion of our remaining convertible notes in 2011 and lower debt levels associated with the Stendal mill.
Our Stendal mill recorded an unrealized gain of €0.9 million on our interest rate derivative in the current quarter, compared to an unrealized gain of €12.2 million in the same quarter of last year. We recorded a foreign exchange gain on our debt of €nil in the first quarter of 2012, compared to a gain of €1.1 million in the same period last year.
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In the first quarter of 2012, the noncontrolling shareholder’s interest in the Stendal mill’s income was €0.7 million, compared to income of €4.5 million in the same quarter last year.
In the first quarter of 2012, Operating EBITDA decreased to €30.6 million from €50.8 million in the first quarter of 2011. Operating EBITDA is defined as operating income (loss) plus depreciation and amortization and non-recurring capital asset impairment charges. Operating EBITDA has significant limitations as an analytical tool and should not be considered in isolation or as a substitute for our results as reported under GAAP. See page 9 of the financial tables included in the press release for a reconciliation of net income (loss) attributable to common shareholders to Operating EBITDA.
We reported net income attributable to common shareholders of €1.2 million, or €0.02 per basic and diluted share, for the first quarter of 2012, which included a non-cash unrealized gain of €0.9 million on the Stendal interest rate derivative, offset by a non-cash charge for stock compensaton of €0.9 million. In the first quarter of 2011, we reported net income attributable to common shareholders of €29.1 million, or €0.66 per basic and €0.52 per diluted share, which included a non-cash unrealized gain of €12.2 million on the Stendal interest rate derivative and a €1.1 million non-cash foreign currency translation gain on our debt, partially offset by a non-cash charge for stock compensation of €2.1 million.
Liquidity and Capital Resources
The following table is a summary of selected financial information as at the dates indicated:
| | | | | | | | |
| | | As at March 31, | | | As at December 31, | |
| | | 2012 | | | 2011 | |
| | | (in thousands) | |
| Financial Position | | | | | | | | |
Cash and cash equivalents | | € | 124,196 | | | € | 105,072 | |
Marketable securities(1) | | | 12,438 | | | | 12,372 | |
Working capital | | | 238,046 | | | | 247,159 | |
Property, plant and equipment | | | 813,137 | | | | 820,974 | |
Total assets | | | 1,213,199 | | | | 1,217,250 | |
Long-term liabilities | | | 787,013 | | | | 807,641 | |
Total equity | | | 288,624 | | | | 283,542 | |
| (1) | Principally comprised of German federal government bonds with a maturity of less than one year. |
As at March 31, 2012, we had approximately €26.4 million and C$31.3 million available under our Rosenthal and Celgar facilities, respectively. As at March 31, 2012, approximately €467.9 million was outstanding under our Stendal mill’s loan facility, compared to €486.1 million as at March 31, 2011.
Page 4
Restricted Group
The following table is a summary of selected financial information for the Restricted Group (which, under the indenture for our 2017 9.5% Senior Notes, is comprised of Mercer International Inc., certain holding subsidiaries and our Rosenthal and Celgar mills) as at the dates indicated:
| | | | | | | | |
| | | As at March 31, | | | As at December 31, | |
| | | 2012 | | | 2011 | |
| | | (in thousands) | |
Financial Position | | | | | | | | |
Cash and cash equivalents | | € | 53,595 | | | € | 44,829 | |
Marketable securities(1) | | | 12,438 | | | | 12,372 | |
Working capital | | | 149,641 | | | | 149,973 | |
Property, plant and equipment | | | 348,718 | | | | 353,925 | |
Total assets | | | 665,460 | | | | 658,844 | |
Long-term liabilities | | | 261,169 | | | | 262,770 | |
Total equity | | | 347,336 | | | | 344,415 | |
| (1) | Principally comprised of German federal government bonds with a maturity of less than one year. |
Earnings Release Call
In conjunction with this release, Mercer International Inc. will host a conference call, which will be simultaneously broadcast live over the Internet. Management will host the call, which is scheduled for Friday, May 4, 2012 at 10:00 AM (Eastern Daylight Time). Listeners can access the conference call live and archived through June 4, 2012, over the Internet at http://investor.shareholder.com/media/eventdetail.cfm? eventid=112666&CompanyID=MERC&e=1&mediakey= 1AE35D7DABC3ECD95E2779DA87354812 or through a link on the Company’s home page at http://www.mercerint.com. 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 June 4, 2012 at 11:59 PM (Eastern Standard Time) through a link on the Company’s Investors/News Releases page at http://www.mercerint.com/s/newsreleases.asp.
Mercer International Inc. is a global pulp manufacturing company. To obtain further information on the company, please visit its web site at http://www.mercerint.com.
Page 5
The preceding includes forward looking statements which involve known and unknown risks and uncertainties which may cause our 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: the highly cyclical nature of our business, raw material costs, our level of indebtedness, competition, foreign exchange and interest rate fluctuations, our use of derivatives, expenditures for capital projects, environmental regulation and compliance, disruptions to our production, market conditions and other risk factors listed from time to time in our SEC reports.
APPROVED BY:
Jimmy S.H. Lee
Chairman & President
(604) 684-1099
David M. Gandossi
Executive Vice-President &
Chief Financial Officer
(604) 684-1099
-FINANCIAL TABLES FOLLOW-
Page 6
MERCER INTERNATIONAL INC.
INTERIM CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands of Euros)
| | | | | | | | |
| | | March 31,
2012 | | | December 31,
2011 | |
ASSETS | | | | | | | | |
Current assets | | | | | | | | |
Cash and cash equivalents | | € | 124,196 | | | € | 105,072 | |
Marketable securities | | | 12,209 | | | | 12,216 | |
Receivables | | | 116,797 | | | | 120,487 | |
Inventories | | | 108,379 | | | | 120,539 | |
Prepaid expenses and other | | | 7,350 | | | | 8,162 | |
Deferred income tax | | | 6,677 | | | | 6,750 | |
| | | | | | | | |
Total current assets | | | 375,608 | | | | 373,226 | |
| | | | | | | | |
Long-term assets | | | | | | | | |
Property, plant and equipment | | | 813,137 | | | | 820,974 | |
Deferred note issuance and other | | | 11,770 | | | | 10,763 | |
Deferred income tax | | | 12,684 | | | | 12,287 | |
| | | | | | | | |
| | | 837,591 | | | | 844,024 | |
| | | | | | | | |
Total assets | | € | 1,213,199 | | | € | 1,217,250 | |
| | | | | | | | |
LIABILITIES | | | | | | | | |
Current liabilities | | | | | | | | |
Accounts payable and other | | € | 100,725 | | | € | 99,640 | |
Pension and other post-retirement benefit obligations | | | 749 | | | | 756 | |
Debt | | | 36,088 | | | | 25,671 | |
| | | | | | | | |
Total current liabilities | | | 137,562 | | | | 126,067 | |
| | | | | | | | |
Long-term liabilities | | | | | | | | |
Debt | | | 687,723 | | | | 708,415 | |
Unrealized interest rate derivative losses | | | 51,515 | | | | 52,391 | |
Pension and other post-retirement benefit obligations | | | 30,859 | | | | 31,197 | |
Capital leases and other | | | 12,646 | | | | 13,053 | |
Deferred income tax | | | 4,270 | | | | 2,585 | |
| | | | | | | | |
| | | 787,013 | | | | 807,641 | |
| | | | | | | | |
Total liabilities | | € | 924,575 | | | € | 933,708 | |
| | | | | | | | |
EQUITY | | | | | | | | |
Shareholders’ equity | | | | | | | | |
Share capital | | | 248,014 | | | | 247,642 | |
Paid-in capital | | | (4,355 | ) | | | (4,857 | ) |
Retained earnings | | | 39,158 | | | | 37,985 | |
Accumulated other comprehensive income | | | 23,710 | | | | 21,346 | |
| | | | | | | | |
Total shareholders’ equity | | | 306,527 | | | | 302,116 | |
| | | | | | | | |
Noncontrolling deficit | | | (17,903 | ) | | | (18,574 | ) |
| | | | | | | | |
Total equity | | | 288,624 | | | | 283,542 | |
| | | | | | | | |
Total liabilities and equity | | € | 1,213,199 | | | € | 1,217,250 | |
| | | | | | | | |
(1)
MERCER INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands of Euros, except per share data)
| | | | | | | | |
| | | Three Months Ended | |
| | | March 31, | |
| | | 2012 | | | 2011 | |
Revenues | | | | | | | | |
Pulp | | € | 199,439 | | | € | 210,458 | |
Energy | | | 16,111 | | | | 13,677 | |
| | | | | | | | |
| | | 215,550 | | | | 224,135 | |
Costs and expenses | | | | | | | | |
Operating costs | | | 174,962 | | | | 163,355 | |
Operating depreciation and amortization | | | 14,287 | | | | 14,076 | |
| | | | | | | | |
| | | 26,301 | | | | 46,704 | |
Selling, general and administrative expenses | | | 10,058 | | | | 10,060 | |
| | | | | | | | |
Operating income | | | 16,243 | | | | 36,644 | |
| | | | | | | | |
| | |
Other income (expense) | | | | | | | | |
Interest expense | | | (14,133 | ) | | | (15,906 | ) |
Gain on derivative instruments | | | 876 | | | | 12,243 | |
Foreign exchange gain on debt | | | — | | | | 1,111 | |
Other income (expense) | | | (410 | ) | | | 327 | |
| | | | | | | | |
Total other income (expense) | | | (13,667 | ) | | | (2,225 | ) |
| | | | | | | | |
Income before income taxes | | | 2,576 | | | | 34,419 | |
Income tax provision – current | | | (56 | ) | | | (819 | ) |
– deferred | | | (676 | ) | | | — | |
| | | | | | | | |
Net income | | | 1,844 | | | | 33,600 | |
Less: net income attributable to noncontrolling interest | | | (671 | ) | | | (4,547 | ) |
| | | | | | | | |
Net income attributable to common shareholders | | € | 1,173 | | | € | 29,053 | |
| | | | | | | | |
Net income per share attributable to common shareholders | | | | | | | | |
Basic | | € | 0.02 | | | € | 0.66 | |
| | | | | | | | |
Diluted | | € | 0.02 | | | € | 0.52 | |
| | | | | | | | |
(2)
MERCER INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands of Euros)
| | | | | | | | |
| | | Three Months Ended | |
| | | March 31, | |
| | | 2012 | | | 2011 | |
Cash flows from (used in) operating activities | | | | | | | | |
Net income attributable to common shareholders | | € | 1,173 | | | € | 29,053 | |
Adjustments to reconcile net income attributable to common shareholders to cash flows from operating activities | | | | | | | | |
Gain on derivative instruments | | | (876 | ) | | | (12,243 | ) |
Foreign exchange gain on debt | | | — | | | | (1,111 | ) |
Depreciation and amortization | | | 14,350 | | | | 14,138 | |
Accretion expense | | | — | | | | 470 | |
Noncontrolling interest | | | 671 | | | | 4,547 | |
Deferred income taxes | | | 676 | | | | — | |
Stock compensation expense | | | 868 | | | | 2,068 | |
Pension and other post-retirement expense, net of funding | | | (14 | ) | | | (14 | ) |
Other | | | 793 | | | | 684 | |
Changes in current assets and liabilities | | | | | | | | |
Receivables | | | 2,685 | | | | 7,177 | |
Inventories | | | 11,738 | | | | 4,313 | |
Accounts payable and accrued expenses | | | 2,649 | | | | 25,388 | |
Other | | | 1,424 | | | | 359 | |
| | | | | | | | |
Net cash from operating activities | | | 36,137 | | | | 74,829 | |
| | | | | | | | |
| | |
Cash flows from (used in) investing activities | | | | | | | | |
Purchase of property, plant and equipment | | | (8,465 | ) | | | (8,069 | ) |
Proceeds on sale of property, plant and equipment | | | 226 | | | | 353 | |
Note receivable | | | — | | | | 396 | |
| | | | | | | | |
Net cash used in investing activities | | | (8,239 | ) | | | (7,320 | ) |
| | | | | | | | |
| | |
Cash flows from (used in) financing activities | | | | | | | | |
Repayment of notes payable and debt | | | (10,126 | ) | | | (30,351 | ) |
Repayment of capital lease obligations | | | (611 | ) | | | (855 | ) |
Proceeds from (repayment of) credit facilities, net | | | 3,759 | | | | (14,652 | ) |
Payment of note issuance costs | | | (1,621 | ) | | | — | |
Proceeds from government grants | | | 630 | | | | 4,112 | |
| | | | | | | | |
Net cash used in financing activities | | | (7,969 | ) | | | (41,746 | ) |
| | | | | | | | |
| | |
Effect of exchange rate changes on cash and cash equivalents | | | (805 | ) | | | (1,544 | ) |
| | | | | | | | |
| | |
Net increase in cash and cash equivalents | | | 19,124 | | | | 24,219 | |
Cash and cash equivalents, beginning of period | | | 105,072 | | | | 99,022 | |
| | | | | | | | |
Cash and cash equivalents, end of period | | € | 124,196 | | | € | 123,241 | |
| | | | | | | | |
(3)
MERCER INTERNATIONAL INC.
RESTRICTED GROUP SUPPLEMENTAL DISCLOSURE
Combined Condensed Balance Sheets
(Unaudited)
(In thousands of Euros)
The terms of the indenture governing our 9.5% senior unsecured notes requires that we provide the results of operations and financial condition of Mercer International Inc. and our restricted subsidiaries under the indenture, collectively referred to as the “Restricted Group”. As at and during the three months ended March 31, 2012 and 2011, the Restricted Group was comprised of Mercer International Inc., certain holding subsidiaries and our Rosenthal and Celgar mills. The Restricted Group excludes the Stendal mill.
| | | | | | | | | | | | | | | | |
| | | March 31, 2012 | |
| | | Restricted
Group | | | Unrestricted
Subsidiaries | | | Eliminations | | | Consolidated
Group | |
ASSETS | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | € | 53,595 | | | € | 70,601 | | | € | — | | | € | 124,196 | |
Marketable securities | | | 12,209 | | | | — | | | | — | | | | 12,209 | |
Receivables | | | 63,795 | | | | 53,002 | | | | — | | | | 116,797 | |
Inventories | | | 67,252 | | | | 41,127 | | | | — | | | | 108,379 | |
Prepaid expenses and other | | | 4,639 | | | | 2,711 | | | | — | | | | 7,350 | |
Deferred income tax | | | 5,106 | | | | 1,571 | | | | — | | | | 6,677 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 206,596 | | | | 169,012 | | | | — | | | | 375,608 | |
Long-term assets | | | | | | | | | | | | | | | | |
Property, plant and equipment | | | 348,718 | | | | 464,419 | | | | — | | | | 813,137 | |
Deferred note issuance and other | | | 5,619 | | | | 6,151 | | | | — | | | | 11,770 | |
Deferred income tax | | | 8,889 | | | | 3,795 | | | | — | | | | 12,684 | |
Due from unrestricted group | | | 95,638 | | | | — | | | | (95,638 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Total assets | | € | 665,460 | | | € | 643,377 | | | € | (95,638 | ) | | € | 1,213,199 | |
| | | | | | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | |
Accounts payable and other | | € | 55,118 | | | € | 45,607 | | | € | — | | | € | 100,725 | |
Pension and other post-retirement benefit obligations | | | 749 | | | | — | | | | — | | | | 749 | |
Debt | | | 1,088 | | | | 35,000 | | | | — | | | | 36,088 | |
| | | | | | | | | | | | | | | | |
Total current liabilities | | | 56,955 | | | | 80,607 | | | | — | | | | 137,562 | |
Long-term liabilities | | | | | | | | | | | | | | | | |
Debt | | | 219,601 | | | | 468,122 | | | | — | | | | 687,723 | |
Due to restricted group | | | — | | | | 95,638 | | | | (95,638 | ) | | | — | |
Unrealized interest rate derivative losses | | | — | | | | 51,515 | | | | — | | | | 51,515 | |
Pension and other post-retirement benefit obligations | | | 30,859 | | | | — | | | | — | | | | 30,859 | |
Capital leases and other | | | 6,439 | | | | 6,207 | | | | — | | | | 12,646 | |
Deferred income tax | | | 4,270 | | | | — | | | | — | | | | 4,270 | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 318,124 | | | | 702,089 | | | | (95,638 | ) | | | 924,575 | |
| | | | | | | | | | | | | | | | |
EQUITY | | | | | | | | | | | | | | | | |
Total shareholders’ equity (deficit) | | | 347,336 | | | | (40,809 | ) | | | — | | | | 306,527 | |
Noncontrolling deficit | | | — | | | | (17,903 | ) | | | — | | | | (17,903 | ) |
| | | | | | | | | | | | | | | | |
Total liabilities and equity | | € | 665,460 | | | € | 643,377 | | | € | (95,638 | ) | | € | 1,213,199 | |
| | | | | | | | | | | | | | | | |
(4)
MERCER INTERNATIONAL INC.
RESTRICTED GROUP SUPPLEMENTAL DISCLOSURE
Combined Condensed Balance Sheets
(Unaudited)
(In thousands of Euros)
| | | | | | | | | | | | | | | | |
| | | December 31, 2011 | |
| | | Restricted
Group | | | Unrestricted
Subsidiaries | | | Eliminations | | | Consolidated
Group | |
ASSETS | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | € | 44,829 | | | € | 60,243 | | | € | — | | | € | 105,072 | |
Marketable securities | | | 12,216 | | | | — | | | | — | | | | 12,216 | |
Receivables | | | 62,697 | | | | 57,790 | | | | — | | | | 120,487 | |
Inventories | | | 71,692 | | | | 48,847 | | | | — | | | | 120,539 | |
Prepaid expenses and other | | | 5,019 | | | | 3,143 | | | | — | | | | 8,162 | |
Deferred income tax | | | 5,179 | | | | 1,571 | | | | — | | | | 6,750 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 201,632 | | | | 171,594 | | | | — | | | | 373,226 | |
Long-term assets | | | | | | | | | | | | | | | | |
Property, plant and equipment | | | 353,925 | | | | 467,049 | | | | — | | | | 820,974 | |
Deferred note issuance and other | | | 5,971 | | | | 4,792 | | | | — | | | | 10,763 | |
Deferred income tax | | | 8,492 | | | | 3,795 | | | | — | | | | 12,287 | |
Due from unrestricted group | | | 88,824 | | | | — | | | | (88,824 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Total assets | | € | 658,844 | | | € | 647,230 | | | € | (88,824 | ) | | € | 1,217,250 | |
| | | | | | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | |
Accounts payable and other | | € | 49,815 | | | € | 49,825 | | | € | — | | | € | 99,640 | |
Pension and other post-retirement benefit obligations | | | 756 | | | | — | | | | — | | | | 756 | |
Debt | | | 1,088 | | | | 24,583 | | | | — | | | | 25,671 | |
| | | | | | | | | | | | | | | | |
Total current liabilities | | | 51,659 | | | | 74,408 | | | | — | | | | 126,067 | |
Long-term liabilities | | | | | | | | | | | | | | | | |
Debt | | | 222,384 | | | | 486,031 | | | | — | | | | 708,415 | |
Due to restricted group | | | — | | | | 88,824 | | | | (88,824 | ) | | | — | |
Unrealized interest rate derivative losses | | | — | | | | 52,391 | | | | — | | | | 52,391 | |
Pension and other post-retirement benefit obligations | | | 31,197 | | | | — | | | | — | | | | 31,197 | |
Capital leases and other | | | 6,604 | | | | 6,449 | | | | — | | | | 13,053 | |
Deferred income tax | | | 2,585 | | | | — | | | | — | | | | 2,585 | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 314,429 | | | | 708,103 | | | | (88,824 | ) | | | 933,708 | |
| | | | | | | | | | | | | | | | |
EQUITY | | | | | | | | | | | | | | | | |
Total shareholders’ equity (deficit) | | | 344,415 | | | | (42,299 | ) | | | — | | | | 302,116 | |
Noncontrolling deficit | | | — | | | | (18,574 | ) | | | — | | | | (18,574 | ) |
| | | | | | | | | | | | | | | | |
Total liabilities and equity | | € | 658,844 | | | € | 647,230 | | | € | (88,824 | ) | | € | 1,217,250 | |
| | | | | | | | | | | | | | | | |
(5)
MERCER INTERNATIONAL INC.
RESTRICTED GROUP SUPPLEMENTAL DISCLOSURE
Combined Condensed Statements of Operations
(Unaudited)
(In thousands of Euros)
| | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, 2012 | |
| | | Restricted
Group | | | Unrestricted
Subsidiaries | | | Eliminations | | | Consolidated
Group | |
Revenues | | | | | | | | | | | | | | | | |
Pulp | | € | 109,889 | | | € | 89,550 | | | € | — | | | € | 199,439 | |
Energy | | | 7,991 | | | | 8,120 | | | | — | | | | 16,111 | |
| | | | | | | | | | | | | | | | |
| | | 117,880 | | | | 97,670 | | | | — | | | | 215,550 | |
| | | | | | | | | | | | | | | | |
Operating costs | | | 98,336 | | | | 76,626 | | | | — | | | | 174,962 | |
Operating depreciation and amortization | | | 7,640 | | | | 6,647 | | | | — | | | | 14,287 | |
Selling, general and administrative expenses | | | 6,521 | | | | 3,537 | | | | — | | | | 10,058 | |
| | | | | | | | | | | | | | | | |
| | | 112,497 | | | | 86,810 | | | | — | | | | 199,307 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 5,383 | | | | 10,860 | | | | — | | | | 16,243 | |
| | | | | | | | | | | | | | | | |
| | | | |
Other income (expense) | | | | | | | | | | | | | | | | |
Interest expense | | | (5,810 | ) | | | (9,664 | ) | | | 1,341 | | | | (14,133 | ) |
Gain on derivative instruments | | | — | | | | 876 | | | | — | | | | 876 | |
Other income (expense) | | | 825 | | | | 106 | | | | (1,341 | ) | | | (410 | ) |
| | | | | | | | | | | | | | | | |
Total other income (expense) | | | (4,985 | ) | | | (8,682 | ) | | | — | | | | (13,667 | ) |
| | | | | | | | | | | | | | | | |
Income before income taxes | | | 398 | | | | 2,178 | | | | — | | | | 2,576 | |
Income tax provision | | | (715 | ) | | | (17 | ) | | | — | | | | (732 | ) |
| | | | | | | | | | | | | | | | |
Net income (loss) | | | (317 | ) | | | 2,161 | | | | — | | | | 1,844 | |
Less: net income attributable to noncontrolling interest | | | — | | | | (671 | ) | | | — | | | | (671 | ) |
| | | | | | | | | | | | | | | | |
Net income (loss) attributable to common shareholders | | € | (317 | ) | | € | 1,490 | | | € | — | | | € | 1,173 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, 2011 | |
| | | Restricted
Group | | | Unrestricted
Subsidiaries | | | Eliminations | | | Consolidated
Group | |
Revenues | | | | | | | | | | | | | | | | |
Pulp | | € | 115,226 | | | € | 95,232 | | | € | — | | | € | 210,458 | |
Energy | | | 5,846 | | | | 7,831 | | | | — | | | | 13,677 | |
| | | | | | | | | | | | | | | | |
| | | 121,072 | | | | 103,063 | | | | — | | | | 224,135 | |
| | | | | | | | | | | | | | | | |
Operating costs | | | 85,991 | | | | 77,364 | | | | — | | | | 163,355 | |
Operating depreciation and amortization | | | 7,614 | | | | 6,462 | | | | — | | | | 14,076 | |
Selling, general and administrative expenses | | | 6,191 | | | | 3,869 | | | | — | | | | 10,060 | |
| | | | | | | | | | | | | | | | |
| | | 99,796 | | | | 87,695 | | | | — | | | | 187,491 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 21,276 | | | | 15,368 | | | | — | | | | 36,644 | |
| | | | | | | | | | | | | | | | |
| | | | |
Other income (expense) | | | | | | | | | | | | | | | | |
Interest expense | | | (7,273 | ) | | | (9,851 | ) | | | 1,218 | | | | (15,906 | ) |
Gain on derivative instruments | | | — | | | | 12,243 | | | | — | | | | 12,243 | |
Foreign exchange gain on debt | | | 1,111 | | | | — | | | | — | | | | 1,111 | |
Other income | | | 1,279 | | | | 266 | | | | (1,218 | ) | | | 327 | |
| | | | | | | | | | | | | | | | |
Total other income (expense) | | | (4,883 | ) | | | 2,658 | | | | — | | | | (2,225 | ) |
| | | | | | | | | | | | | | | | |
Income before income taxes | | | 16,393 | | | | 18,026 | | | | — | | | | 34,419 | |
Income tax provision | | | (524 | ) | | | (295 | ) | | | — | | | | (819 | ) |
| | | | | | | | | | | | | | | | |
Net income | | | 15,869 | | | | 17,731 | | | | — | | | | 33,600 | |
Less: net income attributable to noncontrolling interest | | | — | | | | (4,547 | ) | | | — | | | | (4,547 | ) |
| | | | | | | | | | | | | | | | |
Net income attributable to common shareholders | | € | 15,869 | | | € | 13,184 | | | € | — | | | € | 29,053 | |
| | | | | | | | | | | | | | | | |
(6)
MERCER INTERNATIONAL INC.
RESTRICTED GROUP SUPPLEMENTAL DISCLOSURE
Combined Condensed Statements of Cash Flows
(Unaudited)
(In thousands of Euros)
| | | | | | | | | | | | |
| | | Three Months Ended March 31, 2012 | |
| | | Restricted
Group | | | Unrestricted
Group | | | Consolidated
Group | |
Cash flows from (used in) operating activities | | | | | | | | | | | | |
Net income (loss) attributable to common shareholders | | € | (317 | ) | | € | 1,490 | | | € | 1,173 | |
Adjustments to reconcile net income (loss) attributable to common shareholders to cash flows from operating activities | | | | | | | | | | | | |
Gain on derivative instruments | | | — | | | | (876 | ) | | | (876 | ) |
Depreciation and amortization | | | 7,703 | | | | 6,647 | | | | 14,350 | |
Noncontrolling interest | | | — | | | | 671 | | | | 671 | |
Deferred income tax | | | 676 | | | | — | | | | 676 | |
Stock compensation expense | | | 868 | | | | — | | | | 868 | |
Pension and other post-retirement expense, net of funding | | | (14 | ) | | | — | | | | (14 | ) |
Other | | | 58 | | | | 735 | | | | 793 | |
Changes in current assets and liabilities | | | | | | | | | | | | |
Receivables | | | (2,110 | ) | | | 4,795 | | | | 2,685 | |
Inventories | | | 4,018 | | | | 7,720 | | | | 11,738 | |
Accounts payable and accrued expenses | | | 5,535 | | | | (2,886 | ) | | | 2,649 | |
Other(1) | | | (6,474 | ) | | | 7,898 | | | | 1,424 | |
| | | | | | | | | | | | |
Net cash from operating activities | | | 9,943 | | | | 26,194 | | | | 36,137 | |
| | | | | | | | | | | | |
| | | |
Cash flows from (used in) investing activities | | | | | | | | | | | | |
Purchase of property, plant and equipment | | | (4,218 | ) | | | (4,247 | ) | | | (8,465 | ) |
Proceeds on sale of property, plant and equipment | | | 186 | | | | 40 | | | | 226 | |
| | | | | | | | | | | | |
Net cash used in investing activities | | | (4,032 | ) | | | (4,207 | ) | | | (8,239 | ) |
| | | | | | | | | | | | |
| | | |
Cash flows from (used in) financing activities | | | | | | | | | | | | |
Repayment of notes payable and debt | | | (543 | ) | | | (9,583 | ) | | | (10,126 | ) |
Repayment of capital lease obligations | | | (186 | ) | | | (425 | ) | | | (611 | ) |
Proceeds from credit facilities, net | | | 3,759 | | | | — | | | | 3,759 | |
Payment of note issuance costs | | | — | | | | (1,621 | ) | | | (1,621 | ) |
Proceeds from government grants | | | 630 | | | | — | | | | 630 | |
| | | | | | | | | | | | |
Net cash from (used in) financing activities | | | 3,660 | | | | (11,629 | ) | | | (7,969 | ) |
| | | |
Effect of exchange rate changes on cash and cash equivalents | | | (805 | ) | | | — | | | | (805 | ) |
| | | | | | | | | | | | |
| | | |
Net increase in cash and cash equivalents | | | 8,766 | | | | 10,358 | | | | 19,124 | |
Cash and cash equivalents, beginning of period | | | 44,829 | | | | 60,243 | | | | 105,072 | |
| | | | | | | | | | | | |
Cash and cash equivalents, end of period | | € | 53,595 | | | € | 70,601 | | | € | 124,196 | |
| | | | | | | | | | | | |
| (1) | Includes intercompany working capital related transactions. |
(7)
MERCER INTERNATIONAL INC.
RESTRICTED GROUP SUPPLEMENTAL DISCLOSURE
Combined Condensed Statements of Cash Flows
(Unaudited)
(In thousands of Euros)
| | | | | | | | | | | | |
| | | Three Months Ended March 31, 2011 | |
| | | Restricted
Group | | | Unrestricted
Group | | | Consolidated
Group | |
Cash flows from (used in) operating activities | | | | | | | | | | | | |
Net income attributable to common shareholders | | € | 15,869 | | | € | 13,184 | | | € | 29,053 | |
Adjustments to reconcile net income attributable to common shareholders to cash flows from operating activities | | | | | | | | | | | | |
Gain on derivative instruments | | | — | | | | (12,243 | ) | | | (12,243 | ) |
Foreign exchange gain on debt | | | (1,111 | ) | | | — | | | | (1,111 | ) |
Depreciation and amortization | | | 7,676 | | | | 6,462 | | | | 14,138 | |
Accretion expense | | | 470 | | | | — | | | | 470 | |
Noncontrolling interest | | | — | | | | 4,547 | | | | 4,547 | |
Stock compensation expense | | | 2,068 | | | | — | | | | 2,068 | |
Pension and other post-retirement expense, net of funding | | | (14 | ) | | | — | | | | (14 | ) |
Other | | | 133 | | | | 551 | | | | 684 | |
Changes in current assets and liabilities | | | | | | | | | | | | |
Receivables | | | 6,259 | | | | 918 | | | | 7,177 | |
Inventories | | | (251 | ) | | | 4,564 | | | | 4,313 | |
Accounts payable and accrued expenses | | | 10,962 | | | | 14,426 | | | | 25,388 | |
Other(1) | | | (1,722 | ) | | | 2,081 | | | | 359 | |
| | | | | | | | | | | | |
Net cash from operating activities | | | 40,339 | | | | 34,490 | | | | 74,829 | |
| | | | | | | | | | | | |
| | | |
Cash flows from (used in) investing activities | | | | | | | | | | | | |
Purchase of property, plant and equipment | | | (5,708 | ) | | | (2,361 | ) | | | (8,069 | ) |
Proceeds on sale of property, plant and equipment | | | 3 | | | | 350 | | | | 353 | |
Notes receivable | | | 396 | | | | — | | | | 396 | |
| | | | | | | | | | | | |
Net cash used in investing activities | | | (5,309 | ) | | | (2,011 | ) | | | (7,320 | ) |
| | | | | | | | | | | | |
| | | |
Cash flows from (used in) financing activities | | | | | | | | | | | | |
Repayment of notes payable and debt | | | (15,768 | ) | | | (14,583 | ) | | | (30,351 | ) |
Repayment of capital lease obligations | | | (522 | ) | | | (333 | ) | | | (855 | ) |
Repayment of credit facilities, net | | | (14,652 | ) | | | — | | | | (14,652 | ) |
Proceeds from government grants | | | 4,004 | | | | 108 | | | | 4,112 | |
| | | | | | | | | | | | |
Net cash used in financing activities | | | (26,938 | ) | | | (14,808 | ) | | | (41,746 | ) |
| | | |
Effect of exchange rate changes on cash and cash equivalents | | | (1,544 | ) | | | — | | | | (1,544 | ) |
| | | | | | | | | | | | |
| | | |
Net increase in cash and cash equivalents | | | 6,548 | | | | 17,671 | | | | 24,219 | |
Cash and cash equivalents, beginning of period | | | 50,654 | | | | 48,368 | | | | 99,022 | |
| | | | | | | | | | | | |
Cash and cash equivalents, end of period | | € | 57,202 | | | € | 66,039 | | | € | 123,241 | |
| | | | | | | | | | | | |
| (1) | Includes intercompany working capital related transactions. |
(8)
MERCER INTERNATIONAL INC.
COMPUTATION OF OPERATING EBITDA
(Unaudited)
(In thousands of Euros)
Operating EBITDA is defined as operating income (loss) 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, 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 income or income from operations as a measure of performance, nor as an alternative to net cash from operating activities as a measure of liquidity. The following tables set forth the net income (loss) attributable to common shareholders to Operating EBITDA for both the consolidated group and our Restricted Group:
| | | | | | | | |
| | | Three Months Ended
March 31, | |
| | | 2012 | | | 2011 | |
Net income attributable to common shareholders | | € | 1,173 | | | € | 29,053 | |
Net income attributable to noncontrolling interest | | | 671 | | | | 4,547 | |
Income tax provision | | | 732 | | | | 819 | |
Interest expense | | | 14,133 | | | | 15,906 | |
Other expense (income) | | | 410 | | | | (327 | ) |
Foreign exchange gain on debt | | | — | | | | (1,111 | ) |
Loss (gain) on derivative financial instruments | | | (876 | ) | | | (12,243 | ) |
| | | | | | | | |
Operating income | | | 16,243 | | | | 36,644 | |
Add: Depreciation and amortization | | | 14,350 | | | | 14,138 | |
| | | | | | | | |
Operating EBITDA | | € | 30,593 | | | € | 50,782 | |
| | | | | | | | |
| | | | | | | | |
| | | Three Months Ended
March 31, | |
| | | 2012 | | | 2011 | |
Restricted Group | | | | | | | | |
Net income (loss) attributable to common shareholders(1) | | € | (317 | ) | | € | 15,869 | |
Income tax provision | | | 715 | | | | 524 | |
Interest expense | | | 5,810 | | | | 7,273 | |
Other income | | | (825 | ) | | | (1,279 | ) |
Foreign exchange gain on debt | | | — | | | | (1,111 | ) |
| | | | | | | | |
Operating income | | | 5,383 | | | | 21,276 | |
Add: Depreciation and amortization | | | 7,703 | | | | 7,676 | |
| | | | | | | | |
Operating EBITDA | | € | 13,086 | | | € | 28,952 | |
| | | | | | | | |
| (1) | For the Restricted Group, net income (loss) attributable to common shareholders and net income (loss) are the same. |
# # #
(9)
