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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO _______
COMMISSION FILE NO.: 000-09409
MERCER INTERNATIONAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 91-6087550
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
14900 INTERURBAN AVENUE SOUTH, SUITE 282, SEATTLE, WA 98168
(ADDRESS OF OFFICE)
(206) 674-4639
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the SECURITIES EXCHANGE ACT OF 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
--- ---
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES X NO
--- ---
The Registrant had 16,874,899 shares of beneficial interest outstanding as at
May 12, 2003.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MERCER INTERNATIONAL INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003
(UNAUDITED)
FORM 10-Q
QUARTERLY REPORT - PAGE 2
MERCER INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
AS AT MARCH 31, 2003 AND DECEMBER 31, 2002
(UNAUDITED)
(EUROS IN THOUSANDS)
MARCH 31, DECEMBER 31,
2003 2002
---------------- ----------------
ASSETS
Current Assets
Cash and cash equivalents E 21,981 E 30,261
Cash restricted 8,123 9,459
Investments 322 307
Receivables 33,303 31,924
Inventories 16,186 16,375
Prepaid and other 7,285 7,891
------------- --------------
Total current assets 87,200 96,217
Long-Term Assets
Cash restricted 40,713 38,795
Properties 443,771 441,990
Investments 5,517 5,592
Equity method investment 6,891 7,019
Deferred income tax 10,101 10,137
------------- --------------
506,993 503,533
------------- --------------
E 594,193 E 599,750
============= ==============
LIABILITIES
Current Liabilities
Accounts payable and accrued expenses E 33,203 E 32,866
Construction in progress costs payable 7,382 24,885
Note payable 1,347 832
Note payable, construction in progress 15,000 15,000
Debt, current portion 16,767 16,306
------------- --------------
Total current liabilities 73,699 89,889
Long-Term Liabilities
Debt, construction in progress, less current portion 159,649 146,485
Debt, less current portion 198,106 205,393
Derivative financial instruments, construction in progress 40,470 30,108
Other 2,715 2,906
------------- --------------
400,940 384,892
------------- --------------
Total liabilities 474,639 474,781
Minority interest - -
SHAREHOLDERS' EQUITY
Shares of beneficial interest 76,995 76,995
Accumulated other comprehensive income (loss) 692 (4,815)
Retained earnings 41,867 52,789
------------- --------------
119,554 124,969
------------- --------------
E 594,193 E 599,750
============= ==============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
FORM 10-Q
QUARTERLY REPORT - PAGE 3
MERCER INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
(EUROS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
2003 2002
------------- --------------
Revenues
Sales of pulp and paper E 46,233 E 59,207
Transportation 1,042 1,416
Other 3,126 1,854
------------- --------------
50,401 62,477
Cost of sales
Pulp and paper 45,000 53,919
Transportation 1,066 1,042
------------- --------------
Gross profit 4,335 7,516
General, administrative and other 4,807 6,630
------------- --------------
Income (loss) from operations (472) 886
Other income (expense)
Interest expense (2,463) (4,018)
Investment income (loss) 537 (639)
Derivative financial instruments
Unrealized loss, construction
in progress financing (10,362) -
Other 1,796 (4,067)
Impairment of available-for-sale securities (5,511) -
Other 1,729 2,449
------------- --------------
Total other expense (14,274) (6,275)
-------------- --------------
Loss before income taxes and minority interest (14,746) (5,389)
Income tax provision 12 -
------------- --------------
Loss before minority interest (14,758) (5,389)
Minority interest 3,836 -
------------- --------------
Net loss E (10,922) E (5,389)
============= ==============
Loss per share
Basic E (0.65) E (0.32)
============= ==============
Diluted E (0.65) E (0.32)
============= ==============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
FORM 10-Q
QUARTERLY REPORT - PAGE 4
MERCER INTERNATIONAL INC.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
(EUROS IN THOUSANDS)
2003 2002
------------- --------------
Net loss E (10,922) E (5,389)
Other comprehensive income:
Foreign currency translation adjustments 109 1,327
Unrealized (loss) gain on securities
Unrealized holding (loss) gain arising during the period (113) 859
Adjustment for other than temporary decline in value 5,511 -
------------- --------------
5,398 859
------------- --------------
Other comprehensive income 5,507 2,186
------------- --------------
Total comprehensive loss E (5,415) E (3,203)
============= ==============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
FORM 10-Q
QUARTERLY REPORT - PAGE 5
MERCER INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
(EUROS IN THOUSANDS)
2003 2002
------------- --------------
Cash Flows from Operating Activities:
Net loss E (10,922) E (5,389)
Adjustments to reconcile net loss to cash flows from
operating activities
Unrealized loss on derivative financial instruments 10,362 -
Depreciation 5,921 6,769
Impairment of securities 5,511 -
Minority interest (3,836) -
Changes in current assets and liabilities
Investments 16 1,785
Inventories 189 1,041
Receivables (1,405) (1,374)
Accounts payable and accrued expenses (1,417) (1,045)
Other 418 470
------------- --------------
Net cash provided by operating activities 4,837 2,257
Cash Flows from Investing Activities:
Purchase of properties, net of investment grants received (7,690) (2,740)
Sale of properties - 3,513
Other (30) -
------------- --------------
Net cash (used in) provided by investing activities (7,720) 773
Cash Flows from Financing Activities:
Cash restricted (581) (768)
Decrease in construction in progress costs payable (16,027) -
Increase in notes payable and debt 17,620 1,021
Decrease in notes payable and debt (6,485) (9,371)
------------- --------------
Net cash used in financing activities (5,473) (9,118)
Effect of exchange rate changes on cash and
cash equivalents 76 (9)
------------- --------------
Net decrease in cash and cash equivalents (8,280) (6,097)
Cash and cash equivalents, beginning of period 30,261 11,741
------------- --------------
Cash and cash equivalents, end of period E 21,981 E 5,644
============= ==============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
FORM 10-Q
QUARTERLY REPORT - PAGE 6
MERCER INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THREE MONTHS ENDED MARCH 31, 2003
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The interim period consolidated financial statements contained herein include
the accounts of Mercer International Inc. and its subsidiaries (the "Company").
The interim period consolidated financial statements have been prepared by the
Company pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission (the "SEC"). Certain information and footnote disclosure
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to such SEC rules and regulations. The interim period
consolidated financial statements should be read together with the audited
consolidated financial statements and accompanying notes included in the
Company's latest annual report on Form 10-K for the fiscal year ended December
31, 2002. In the opinion of the Company, the unaudited consolidated financial
statements contained herein contain all adjustments necessary to present a fair
statement of the results of the interim periods presented.
NOTE 2. STOCK-BASED COMPENSATION
The Company has a stock-based employee compensation plan, which is described
more fully in our annual report on Form 10-K for the year ended December 31,
2002. The Company accounts for the plan under the recognition and measurement
principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees,"
and related interpretations. No stock-based employee compensation cost is
reflected in net income, as all options granted under the plan had an exercise
price equal to or greater than the market value of the underlying common shares
on the date of grant. The following table illustrates the effect on net loss and
loss per share if the Company had applied the fair value recognition provisions
of Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," to stock-based employee compensation:
THREE MONTHS ENDED MARCH 31,
-----------------------------------
2003 2002
--------------- -------------
(Euros in thousands, except for per
share amounts)
NET LOSS
As reported......................................................... E (10,922) E (5,389)
Deduct: Total stock-based employee compensation expense determined
under fair value based methods for all awards, net of any related
tax effects..................................................... (2) (2)
----------- -----------
Pro forma........................................................... E (10,924) E (5,391)
=========== ===========
BASIC AND DILUTED LOSS PER SHARE
As reported......................................................... E (0.65) E (0.32)
=========== ===========
Pro forma........................................................... E (0.65) E (0.32)
=========== ===========
FORM 10-Q
QUARTERLY REPORT - PAGE 7
NOTE 3. EARNINGS PER SHARE
Basic earnings per share is computed by dividing income available to common
shareholders by the weighted average number of shares outstanding during a
period. Diluted earnings per share takes into consideration shares outstanding
(computed under basic earnings per share) and potentially dilutive shares. The
weighted average number of shares outstanding for the purposes of calculating
basic and diluted earnings per share was 16,874,899 for the three months ended
March 31, 2003 and 2002, respectively. For these periods, the computation of
diluted net loss per share was antidilutive and, therefore, the amounts reported
for basic and diluted loss per share were the same.
NOTE 4. STENDAL PULP MILL PROJECT
In August 2002, the Company completed financing arrangements for the design,
development, financing, construction and operation of a "greenfield" project to
construct and operate a 552,000-tonne softwood kraft pulp mill to be located
near Stendal, Germany (the "Stendal Project"). The Stendal Project is being
implemented through an approximately 63.6% owned subsidiary of the Company. Two
minority shareholders own approximately 29.4% and 7%, respectively, of the
project company. Accordingly, the results of the subsidiary are consolidated
into the results of the Company. Mercer currently capitalizes the majority of
the expenses and all of the interest related to the Stendal Project as it is
classified as construction in progress. The construction costs of the Stendal
Project will commence to depreciate when the Stendal Project is completed and
commences its commercial production. Minority interests on the balance sheet
represent the share capital contribution from the minority shareholders,
adjusted for their proportionate share of income and loss.
NOTE 5. LANDQART AG
The Company acquired all of the shares of Landqart AG ("Landqart"), which
operates a specialty paper mill in Graubunden, Switzerland, in December 2001.
The results of Landqart were consolidated into the results of the Company in
2002. The Company reorganized its interest in Landqart in December 2002 by
selling a 20% interest to a Swiss bank and exchanging the remaining
80% for an indirect 39% minority interest through a limited partnership on a
non-cash basis. As of December 31, 2002, the Company's interest in Landqart is
no longer consolidated and is included in the Company's results on an equity
basis within other income (expense).
NOTE 6. BUSINESS SEGMENT INFORMATION
The Company operates in two reportable business segments: pulp and paper. The
segments are managed separately because each business requires different
production and marketing strategies.
FORM 10-Q
QUARTERLY REPORT - PAGE 8
Summarized financial information concerning the segments is shown in the
following table:
PULP PAPER TOTAL
---- ----- -----
(Euros in thousands)
THREE MONTHS ENDED MARCH 31, 2003
Sales to external customers E 31,385 E 14,848 E 46,233
Intersegment net sales 870 - 870
Income (loss) from operations (1,438) 2,066 628
Segment profit (loss) (2,139) 3,713 1,574
Reconciliation of profit:
Total profit for reportable segments E 1,574
Elimination of intersegment profits 1,229
Loss on financial derivative instruments, construction in
progress financing (10,362)
Impairment of available-for-sale securities (5,511)
Unallocated amounts, other corporate expenses (1,676)
-----------
Consolidated loss before income taxes and minority interest E (14,746)
===========
THREE MONTHS ENDED MARCH 31, 2002
Sales to external customers E 33,633 E 25,574 E 59,207
Intersegment net sales 1,401 - 1,401
Income from operations 2,186 592 2,778
Segment profit (loss) (5,867) 2,780 (3,087)
Reconciliation of loss:
Total loss for reportable segments E (3,087)
Elimination of intersegment profits 377
Unallocated amounts, other corporate expenses (2,679)
-----------
Consolidated loss before income taxes and minority interest E (5,389)
===========
NOTE 7. RECLASSIFICATIONS
Certain prior period amounts in the interim period consolidated financial
statements contained herein have been reclassified to conform to the current
period's presentation.
FORM 10-Q
QUARTERLY REPORT - PAGE 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Mercer International Inc. is a pulp and paper company and its operations are
primarily located in Germany. The following discussion and analysis of our
results of operations and financial condition for the three months ended March
31, 2003 should be read in conjunction with our consolidated financial
statements and related notes included in this quarterly report, as well as our
most recent annual report on Form 10-K for the fiscal year ended December 31,
2002 filed with the Securities and Exchange Commission, or SEC. Certain
reclassifications have been made to the prior period financial statements to
conform with the current period presentation.
In this document: (i) unless the context otherwise requires, "we", "our", "us",
the "Company" or "Mercer" mean Mercer International Inc. and its subsidiaries;
(ii) information is provided as of March 31, 2003, unless otherwise stated;
(iii) all references to monetary amounts are to "Euros", the lawful currency
adopted by most members of the European Union, unless otherwise stated; (iv)
"E" refers to Euros; and (v) a "tonne" is one metric ton or 2,204.6 pounds.
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2003
Selected sales data for the three months ended March 31, 2003 and 2002 is as
follows:
THREE MONTHS ENDED MARCH 31,
----------------------------------
2003 2002
------------ -----------
(unaudited)
(in thousands)
REVENUES BY PRODUCT CLASS
Pulp(1).............................................................. E 31,385 E 33,633
Papers
Specialty papers................................................ 11,056 20,437(2)
Printing papers................................................. 3,792 5,137
----------- -----------
Total papers.............................................. 14,848 25,574
----------- -----------
Total(1)............................................................. E 46,233 E 59,207
=========== ===========
REVENUES BY GEOGRAPHIC AREA
Germany.............................................................. E 20,171 E 24,369
European Union(3).................................................... 20,816 17,768
Eastern Europe and Other............................................. 5,246 17,070
----------- -----------
Total(1)............................................................. E 46,233 E 59,207
=========== ===========
SALES VOLUME BY PRODUCT CLASS (tonnes)
Pulp(1).............................................................. 78,479 73,498
Papers
Specialty papers................................................ 11,136 16,438(2)
Printing papers................................................. 4,571 6,114
----------- -----------
Total papers.............................................. 15,707 22,552
----------- -----------
Total(1)............................................................. 94,186 96,050
=========== ===========
- -----------
(1) Excluding intercompany sales volumes of 2,129 and 3,011 tonnes of pulp and
intercompany net sales revenues of approximately E0.9 million and E1.4
million in 2003 and 2002, respectively.
(2) As of December 31, 2002, our interest in Landqart AG is no longer
consolidated and is included in our financial results on an equity basis.
Accordingly, sales from the Landqart specialty paper mill are not included
in our results for the three months ended March 31, 2003, but are included
for the three months ended March 31, 2002. The Landqart specialty paper
mill sold approximately 4,562 tonnes for approximately E10.0 million in the
three months ended March 31, 2002.
(3) Not including Germany.
FORM 10-Q
QUARTERLY REPORT - PAGE 10
In the three months ended March 31, 2003, total revenues decreased to E50.4
million from E62.5 million in the three months ended March 31, 2002,
primarily as the current period does not include the revenues of the Landqart
specialty paper mill. We reorganized our interest in the Landqart specialty
paper mill in December 2002 and now account for it under the equity method. In
the current period, pulp and paper revenues decreased to E46.2 million from
E59.2 million in the comparative period in 2002, primarily as a result of
lower paper sales.
Costs of sales in the three months ended March 31, 2003 decreased to E45.0
million from E53.9 million in the three months ended March 31, 2002,
primarily as a result of lower paper sales.
Pulp sales in the current period were E31.4 million, compared to E31.2
million in the last quarter of 2002 and E33.6 million in the comparative
period of 2002. U.S. dollar denominated list pulp price increases were more than
offset by an 18.3% decline in the U.S. dollar against the Euro for the current
period versus the comparative period last year. Average list prices for northern
bleached softwood kraft pulp ("NBSK") in Europe, which were approximately
E513 ($450) per tonne in the first three months of 2002, decreased to
approximately E420 ($440) per tonne at the end of 2002, before improving to
approximately E441 ($480) per tonne in the current period. The bulk of this
pricing improvement occurred in the latter part of the current period. The
Company's pulp sales realizations were E400 per tonne on average in the
current period, compared to E410 per tonne in the three months ended
December 31, 2002 and E458 per tonne in the first three months of 2002. Pulp
sales by volume increased to 78,479 tonnes in the current period from 76,052
tonnes in the last three months of 2002 and 73,498 tonnes in the comparative
period of 2002, as a result of improved demand. Effective April 1, 2003, several
producers, including the Company, increased list prices for NBSK pulp in Europe
to approximately E514 ($560) per tonne.
Cost of sales and general, administrative and other expenses for the pulp
operations were E36.4 million for the three months ended March 31, 2003,
compared to E34.7 million in the three months ended March 31, 2002. On
average, per tonne fiber costs for pulp production decreased by approximately
5.2% compared to the three months ended December 31, 2002, and increased by
approximately 3.4% compared to the three months ended March 31, 2002.
Depreciation within the pulp segment was E5.4 million in the current period,
compared to E5.4 million in the comparative period of 2002.
The Company's pulp operations generated an operating loss of E1.4 million in
the three months ended March 31, 2003, compared to an operating loss of E3.3
million in the preceding three months and operating income of E2.2 million
in the three months ended March 31, 2002.
Results for the Company's paper segment during the current period reflect the
aforementioned exclusion of the results from the Landqart specialty paper mill,
which were included in the results for the three months ended March 31, 2002.
Paper sales in the current period decreased to E14.9 million from E25.6
million in the comparative period in 2002. Sales of specialty papers in the
three months ended March 31, 2003 decreased to E11.1 million from E20.4
million in the three months ended March 31, 2002. Total paper sales volumes
decreased to 15,707 tonnes in the three months ended March 31, 2003 from 22,552
tonnes in the three months ended March 31, 2002. On average, prices for
specialty papers realized in the three months ended March 31, 2003 decreased by
approximately
FORM 10-Q
QUARTERLY REPORT - PAGE 11
20.2% as our product mix changed upon the deconsolidation of the Landqart mill,
and for printing papers decreased by approximately 1.2%, compared to the three
months ended March 31, 2002.
Cost of sales and general, administrative and other expenses for the paper
operations decreased to E13.2 million in the current period from E25.3
million in the comparative period of 2002 as a result of lower paper sales.
Paper segment depreciation decreased to E0.5 million in the three months
ended March 31, 2003 from E1.4 million in the prior period.
The Company's paper operations generated operating income of E2.1 million in
the three months ended March 31, 2003, compared with operating income of
E0.6 million in the comparative period of 2002, primarily due to the benefit
of the extinguishment of an accrued expense liability for effluent water charges
as a result of the completion of environmental investments.
Consolidated general and administrative expenses decreased to E4.8 million
in the three months ended March 31, 2003 from E6.6 million in the three
months ended March 31, 2002, primarily as a result of the exclusion of the
results of the Landqart mill and a decrease in professional fees in the three
months ended March 31, 2003.
For the three months ended March 31, 2003, the Company reported a loss from
operations of E0.5 million, compared to income from operations of E0.9
million in the comparative period of 2002. Interest expense (excluding
capitalized interest of E3.2 million in respect of the Stendal project) in
the current period decreased to E2.5 million from E4.0 million in the
comparative period of 2002, primarily as a result of lower borrowing costs and
lower indebtedness for our operating units. During the current period, the
Company made principal repayments of E6.5 million in respect of the
indebtedness of the Rosenthal NBSK pulp mill.
Pursuant to the E828 million loan facility (the "Stendal Loan Facility") for
the Company's "greenfield" project (the "Stendal project") to construct an
approximately 552,000 tonne NBSK pulp mill near Stendal, Germany, the Company's
63.6% owned subsidiary, Zellstoff Stendal GmbH ("Stendal"), entered into
variable-to-fixed rate interest swaps (the "Stendal Interest Rate Swap
Agreements") for the full term of the facility to manage the risk exposure with
respect to an aggregate maximum amount of approximately E612.6 million of
the principal amount of the Stendal Loan Facility. Under these swaps, Stendal
pays a fixed rate and receives a floating rate with respect to interest payments
calculated on a notional amount. These swaps manage the exposure to variable
cash flow risk from the variable interest payments under the Stendal Loan
Facility. The swaps are marked to market at the end of each reporting period and
all unrealized gains and losses are recognized in earnings for such period. A
holding loss of E10.4 million before minority interests was recognized in
respect of these swaps for the three months ended March 31, 2003. We determine
market values based primarily upon valuations provided by our counterparties
and market participants.
The Company's wholly-owned subsidiary that operates the Rosenthal NBSK pulp
mill, Zellstoff-und Papierfabrik Rosenthal GmbH & Co., KG ("Rosenthal"), has
also entered into currency swaps (the "Rosenthal Currency Swaps") to manage its
exposure with respect to an aggregate amount of approximately E198.4 million
of the principal long-term indebtedness of the Rosenthal mill (the "Rosenthal
Loan Facility"). In addition, Rosenthal has entered into currency forward
contracts, forward interest rate and interest cap contracts in connection with
certain indebtedness relating to the Rosenthal mill. These derivative
instruments are also marked to market at the end of each reporting
FORM 10-Q
QUARTERLY REPORT - PAGE 12
period, and all gains and losses are recognized in earnings for such period. In
the three months ended March 31, 2003, the Company recognized a net gain of E1.8
million from these derivative contracts.
The results of Landqart did not have a material impact on the Company's
results for the three months ended March 31, 2003. Minority interest in the
three months ended March 31, 2003 amounted to E3.8 million and represented
the proportion of the loss of the Stendal project allocated to the two
minority shareholders of Stendal. There was no minority interest in the three
months ended March 31, 2002.
Our results for the quarter ended March 31, 2003 include an adjustment of
E5.5 million for the non-cash aggregate pre-tax earnings impact of
other-than-temporary impairment losses on certain of our available-for-sale
securities. This adjustment was recorded in other income (expense) in our
consolidated statement of operations. This adjustment did not affect our
shareholders' equity since all of our available-for-sale securities are marked
to market on a quarterly basis and unrealized gains or losses are reported
through the statement of comprehensive income in our financial statements and
recorded in other comprehensive income (loss) within shareholders' equity on our
balance sheet. Such unrealized gains or losses, the cost base and the current
marked to market value of our available-for-sale securities are further
described in the notes to our annual financial statements. These are legacy
investments and are unrelated to our pulp and paper operations.
SFAS 115, Accounting for Certain Investments in Debt and Equity Securities,
and SEC Staff Accounting Bulletin (SAB) 59, Accounting for Noncurrent
Marketable Equity Securities, provide guidance on determining when an
impairment is other-than-temporary, which requires judgment. In making this
judgment, we evaluate, among other factors, the duration and extent to which
the fair value of an investment is less than its cost; the financial health
of and business outlook for the investee, including factors such as industry
and sector performance, changes in technology, operational and financing cash
flow, the investee's financial position including its appraisal and net asset
value, market prices, its business plan and investment strategy; and our
intent and ability to hold the investment.
Approximately E4.3 million of the adjustment in the first quarter for
other-than-temporary impairment losses relate to one thinly traded, long-term
investment. Although we believe our accounting therefor complies with all
published regulations and is consistent with generally accepted accounting
principles, the determination of whether an investment is
other-than-temporarily impaired involves judgment. In the course of a review,
the SEC could disagree with our judgment, determine that some or all of the
E4.3 million other-than-temporary impairment loss should have been recorded
in one or more prior periods and, subject to materiality considerations, may
require us to restate our financial statements therefor. If this E4.3 million
other-than-temporary impairment loss had been recorded in 2002, the increase
to our loss and related loss per share for such year would be E4.3 million or
E0.26 per share, with a corresponding reduction in our loss and loss per
share for the quarter ended March 31, 2003 of E4.3 million or E0.25 per
share. As discussed above, any such determination would not affect our
previously reported shareholders' equity, assets, liabilities or income
(loss) from operations in any period.
For the three months ended March 31, 2003, the Company reported a net loss of
E10.9 million, or E0.65 per share on a basic and diluted basis, compared
to a net loss of E5.4 million, or E0.32 per share on a basic and diluted
basis, in the three months ended March 31, 2002.
FORM 10-Q
QUARTERLY REPORT - PAGE 13
For the three months ended March 31, 2003, excluding items related to the
Stendal project, the net loss would have been E4.3 million, or E0.26 per
share on a diluted basis, which was determined by adding the loss on derivative
financial instruments of E10.4 million to, and subtracting minority interest
of E3.8 million from, the reported net loss of E10.9 million. As the
Stendal project is currently under construction and because of its overall size
relative to the Company's other facilities, management uses consolidated
operating results excluding derivative items relating to the Stendal project to
measure the performance and results of the Company's operating units. Management
believes this measure provides meaningful information on the performance of its
operating facilities for a reporting period.
The Company generated EBITDA of E5.5 million in the current quarter, compared
to an EBITDA loss of E0.6 million in the fourth quarter of 2002 and EBITDA of
E7.7 million in the comparative quarter of 2002. EBITDA is defined as income
(loss) from operations plus depreciation and amortization. EBITDA is
calculated by adding depreciation and amortization of E5.9 million, E5.4
million and E6.8 million to the loss from operations of E(0.5) million,
E(5.9) million and income from operations of E0.9 million for each of the three
months ended March 31, 2003, December 31, 2002 and March 31, 2002, respectively.
Management uses 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 is not an actual cash cost, and 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, the Company believes EBITDA is commonly used by securities
analysts, investors and other interested parties to evaluate the Company's
financial performance. EBITDA does not reflect the impact of a number of
items that affect the Company's net income (loss), including financing costs
and the effect of derivative instruments. 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. Because all companies do not calculate EBITDA in the same manner,
EBITDA as calculated by the Company may differ from EBITDA as calculated by
other companies.
STENDAL PROJECT STATUS
We are implementing the Stendal project, which is a "greenfield" project to
construct a new state-of-the-art NBSK pulp mill. The mill will have an annual
production capacity of approximately 552,000 tonnes and will be located near the
town of Stendal in Germany. As at March 31, 2003, progress on the Stendal
project was substantially on schedule and there were no significant deviations
from the project budget. At March 31, 2003, the project was approximately 45%
completed and approximately 75% of the total engineering was finished. Progress
was made in a number of areas including pouring the foundations for the effluent
treatment system, fiber line system, lime kiln system and turbine generator
system. In addition, progress was made in connection with the construction of
the infrastructure of the mill site including gas and road connections and the
procurement of materials necessary to continue building the infrastructure, such
as transformer stations that will supply power to the mill.
FORM 10-Q
QUARTERLY REPORT - PAGE 14
At the end of March 2003, Stendal employed 24 people, most of whom are part of
the management organization charged with supervising the implementation and
completion of the Stendal project. During the current period, the Company
engaged Ulf Johansson as the mill manager for the Stendal NBSK pulp mill, and
has filled many other key positions, including a new human resources manager and
a head of wood procurement operations.
LIQUIDITY AND CAPITAL RESOURCES
The following table is a summary of selected financial information for the
periods indicated:
AS AT AS AT
MARCH 31, 2003 DECEMBER 31, 2002
-------------- -----------------
(unaudited)
(Euros in thousands)
FINANCIAL POSITION
Working capital............................................... E 13,501 E 6,328
Properties.................................................... 443,771 441,990
Total assets(1)............................................... 594,193 599,750
Long-term debt(2)............................................. 357,755 351,878
Shareholders' equity.......................................... 119,554 124,969
- -----------
(1) Includes approximately E192.8 million and E186.9 million related to
properties construction in progress at the site of the Stendal mill as at
March 31, 2003 and December 31, 2002, respectively.
(2) Includes approximately E159.6 million and E146.5 million related to
construction in progress at the site of the Stendal mill as at March 31,
2003 and December 31, 2002, respectively.
At March 31, 2003, our cash and cash equivalents was E22.0 million, compared
to E30.3 million at the end of 2002. We also had E8.1 million of cash
restricted to pay construction in progress costs payable and E19.1 million
of cash restricted in a debt service account, both relating to the construction
in progress at the site of the Stendal mill. In addition, we had E21.6
million of cash restricted in a debt service account relating to the Rosenthal
mill. Short-term trading securities were E0.3 million at both March 31, 2003
and December 31, 2002.
We expect to continue to generate sufficient cash flow from operations to pay
our interest and debt service expenses and meet the working and maintenance
capital requirements for our operations. We currently do not have any
revolving credit facilities. From time to time, we have entered into project
specific credit facilities to finance capital projects and expect to continue
to do so, subject to availability.
OPERATING ACTIVITIES
Operating activities in the three months ended March 31, 2003 provided cash of
E4.8 million, compared to E2.3 million in the three months ended March
31, 2002. Net changes in trading securities provided nominal cash in the three
months ended March 31, 2003, compared to E1.8 million in the three months
ended March 31, 2002. Receivables in both the current period and in the three
months ended March 31, 2002 used cash of E1.4 million. A decrease in
inventories provided cash of E0.2 million in the current period, compared to
E1.0 million in the comparable period of 2002. A decrease in accounts
payable and accrued expenses used cash of E1.4 million in the three months
ended March 31, 2003, compared to E1.0 million in the three months ended
March 31, 2002.
FORM 10-Q
QUARTERLY REPORT - PAGE 15
INVESTING ACTIVITIES
Investing activities in the three months ended March 31, 2003 used cash of
E7.7 million, primarily as a result of the acquisition of properties, net of
investment grants received, in connection with the Stendal project. The
acquisition of properties in connection with the Stendal project used cash of
E23.9 million in the three months ended March 31, 2003. There was no sale of
properties in the three months ended March 31, 2003, compared to the three
months ended March 31, 2002 when the sale of properties provided cash of
E3.5 million.
We have applied for investment grants from the federal and state governments of
Germany and have claims of E40.6 million outstanding as of March 31, 2003.
We received E18.0 million with respect to the Stendal project in the three
months ended March 31, 2003. We expect to receive the full amount of our current
outstanding claims in the second half of 2003. In accordance with our accounting
policies, we do not record these grants until they are received.
Our Paper mills have or will have to replace certain equipment that was damaged
as a result of flooding in parts of Germany and other eastern European countries
during the third quarter of 2002. The aggregate equipment costs are estimated to
be approximately E3.3 million, of which approximately E0.1 million was
incurred in the three months ended March 31, 2003. We have applied for German
government grants and for assistance under special credit programs instituted by
the German government for flooding victims in connection with these costs. As at
March 31, 2003, we had received approximately E1.8 million of such grants,
which were recognized as income in the current period. Although we have received
approval for the full amount of the grants applied for, there can be no
assurance that we will receive any additional amounts of the grants and
assistance applied for.
FINANCING ACTIVITIES
Financing activities used cash of E5.5 million in the three months ended
March 31, 2003, primarily as a result of a decrease in construction costs
payable of E16.0 million relating to the Stendal project. An increase in
restricted cash used cash of E0.6 million in the current period. An increase
in indebtedness, primarily in connection with the Stendal project, generated
cash of E17.6 million in the three months ended March 31, 2003. We made
principal repayments of E6.5 million in connection with the Rosenthal Loan
Facility in the three months ended March 31, 2003. Financing activities used
cash of E9.1 million in the three months ended March 31, 2002, primarily as
a result of the reduction of indebtedness during the period.
Other than the agreements entered into by Stendal relating to the Stendal
project, we had no material commitments to acquire assets or operating
businesses at March 31, 2003. We anticipate that there will be acquisitions of
businesses or commitments to projects in the future. To achieve our long-term
goals of expanding our asset and earnings base through the acquisition of
interests in companies and assets in the pulp and paper and related businesses,
and organically through high return capital expenditures at our operating
facilities, we will require substantial capital resources. The required
necessary resources for such long-term goals will be generated from cash flow
from operations, cash on hand, borrowing against our assets, the sale of debt
and/or equity securities and/or asset sales.
FORM 10-Q
QUARTERLY REPORT - PAGE 16
In connection with our obligation to repay or refinance two bridge loans in
the principal amounts of E15 million and E30 million which mature in October
2003 and April 2004, respectively, and fees and accrued interest thereon,
incurred in connection with the Stendal project, we intend to issue new debt,
equity or convertible securities in 2003. As of the date hereof, the
aggregate fees relating to the repayment of the bridge loans would be E6
million, subject to reduction in limited exceptions for capital raising
activities using the services of affiliates of the bridge tenders. There can
be no assurance that such financing can be completed.
FOREIGN CURRENCY
We hold certain assets and liabilities in U.S. dollars, Swiss francs and, to a
lesser extent, in Canadian dollars. Accordingly, our consolidated financial
results are subject to foreign currency exchange rate fluctuations.
We translate foreign denominated assets and liabilities into Euros at the rate
of exchange on the balance sheet date. Unrealized gains or losses from these
translations are recorded as shareholders' equity on the balance sheet and do
not affect our net earnings.
In the three months ended March 31, 2003, we reported a net E0.1 million
foreign exchange translation gain and, as a result, the cumulative foreign
exchange translation gain increased to E3.6 million at March 31, 2003 from
E3.5 million at December 31, 2002.
Based upon the average exchange rate for the three months ended March 31,
2003, the U.S. dollar decreased by approximately 18.3% in value against the
Euro compared to the same period in 2002.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with generally accepted
accounting principles requires our management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain. As the number of variables and
assumptions affecting the probable future resolution of the uncertainties
increase, these judgments become even more subjective and complex. We have
identified certain accounting policies that are the most important to the
portrayal of our financial condition and results of operations.
For information about our critical accounting policies, see our annual report on
Form 10-K for the year ended December 31, 2002.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
The statements in this report that are not based on historical facts are called
"forward-looking statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995. These statements appear in a number of
different places in this report and can be identified by words such as
"estimates", "projects", "expects", "intends", "believes", "plans", or their
negatives or other comparable words. Also look for discussions of strategy that
involve risks and uncertainties. Forward-looking statements include statements
regarding the outlook for our future operations,
FORM 10-Q
QUARTERLY REPORT - PAGE 17
forecasts of future costs and expenditures, the evaluation of market
conditions, the outcome of legal proceedings, the adequacy of reserves, or
other business plans. You are cautioned that any such forward-looking
statements are not guarantees and may involve risks and uncertainties. Our
actual results may differ materially from those in the forward-looking
statements due to risks facing us or due to actual facts differing from the
assumptions underlying our estimates. Some of these risks and assumptions
include those set forth in reports and other documents we have filed with or
furnished to the SEC, including in our annual report on Form 10-K for the
year ended December 31, 2002 and current report on Form 8-K furnished on May
12, 2003. We advise you that these cautionary remarks expressly qualify in
their entirety all forward-looking statements attributable to us or persons
acting on our behalf. Unless required by law, we do not assume any obligation
to update forward-looking statements based on unanticipated events or changed
expectations. However, you should carefully review the reports and other
documents we file from time to time with the SEC.
CYCLICAL NATURE OF BUSINESS; COMPETITIVE POSITION
The pulp and paper business is cyclical in nature and markets for our principal
products are characterized by periods of supply and demand imbalance, which in
turn affects product prices. The markets for pulp and paper are highly
competitive and sensitive to cyclical changes in industry capacity and in the
global economy, all of which can have a significant influence on selling prices
and our earnings. Demand for pulp and paper products has historically been
determined by the level of economic growth and has been closely tied to overall
business activity. During the past three years, pulp prices have fallen
significantly. Our competitive position is influenced by the availability and
quality of raw materials and our experience in relation to other producers with
respect to inflation, energy, transportation, labor costs, productivity and
currency exchange rates. There can be no assurance that we will continue to be
competitive in the future, as a result of new technological advancements or
otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks from changes in interest rates, foreign currency
exchange rates and equity prices which may affect our results of operations and
financial condition and, consequently, our fair value. We manage these risks
through internal risk management policies as well as the use of derivative
instruments. We use derivative instruments to reduce or limit our exposure to
interest rate and currency risks. We may in the future use derivative
instruments to reduce or limit our exposure to fluctuations in pulp prices. We
also use derivative instruments either to augment our potential gains or to
reduce our potential losses, depending on our management's perception of future
economic events and developments. These types of derivative instruments are
generally highly speculative in nature. They are also very volatile as they are
highly leveraged given that margin requirements are relatively low in proportion
to notional amounts.
Many of our strategies, including the use of derivative instruments and the
types of derivative instruments selected by us, are based on historical trading
patterns and correlations and our management's expectations of future events.
However, these strategies may not be fully effective in all market environments
or against all types of risks. Unexpected market developments may affect our
risk management strategies during this time, and unanticipated developments
could impact our
FORM 10-Q
QUARTERLY REPORT - PAGE 18
risk management strategies in the future. If any of the variety of instruments
and strategies we utilize are not effective, we may incur losses.
Rosenthal has entered into the Rosenthal Currency Swaps in connection with our
long-term indebtedness relating to the conversion of the Rosenthal mill to the
production of kraft pulp. These derivatives have been contracted by Rosenthal
using a dedicated credit line within the Rosenthal Loan Facility and assigned
for this purpose, and are subject to prescribed controls, including certain
maximum amounts for notional and at-risk amounts. As NBSK pulp prices are quoted
in U.S. dollars and the majority of our business transactions are denominated in
Euros, Rosenthal has entered into the Rosenthal Currency Swaps to reduce the
effects of exchange rate fluctuations between the U.S. dollar and the Euro on
notional amounts under the Rosenthal Loan Facility. Under the Rosenthal Currency
Swaps, Rosenthal effectively pays the principal and interest in U.S. dollars and
at U.S. dollar borrowing rates. In the three months ended March 31, 2003,
Rosenthal entered into an additional Rosenthal Currency Swap for the notional
amount of E124.2 million maturing on September 30, 2008.
In addition, Rosenthal has entered into interest rate contracts to either fix or
limit the interest rates in connection with certain of its indebtedness, and
various currency forwards to reduce or limit its exposure to currency risks and
to augment its potential gains or to reduce its potential losses.
Stendal has entered into the Stendal Interest Rate Swap Agreements in connection
with its long-term indebtedness relating to the Stendal project to fix the
interest rate under the Stendal Loan Facility at the then low level, relative to
its historical trend and projected variable interest rate. Under the Stendal
Interest Rate Swap Agreements, Stendal pays a fixed rate and receives a floating
rate with interest payments being calculated on a notional amount. The interest
rates payable under the Stendal Loan Facility were swapped at the fixed rates
based on the Eur-Euribor rate for the repayment periods of the tranches under
the Stendal Loan Facility. Stendal effectively converted the Stendal Loan
Facility from a variable interest rate loan into a fixed interest rate loan,
thereby reducing interest rate uncertainty.
For more information concerning market risk and our derivative instruments, see
the Company's annual report on Form 10-K for the year ended December 31, 2002.
ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES
Within 90 days prior to the date of this report, we carried out an evaluation,
under the supervision and with the participation of our principal executive
officer and principal financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on this evaluation,
our principal executive officer and principal financial officer concluded that
our disclosure controls and procedures are effective in timely alerting them to
material information required to be included in our periodic reports filed with
the SEC. It should be noted that the design of any system of controls is based
in part upon certain assumptions about the likelihood of certain events, and
there can be no assurance that any design will succeed in achieving its stated
goals under all future conditions, regardless of how remote. In addition, we
reviewed our internal controls, and there have been no significant changes in
our internal controls or in other factors that could significantly affect those
controls subsequent to the date of their last evaluation.
FORM 10-Q
QUARTERLY REPORT - PAGE 19
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is subject to routine litigation incidental to its business. The
Company does not believe that the outcome of such litigation will have a
material adverse effect on its business or financial condition.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
99.1* - Certificate of Chief Executive Officer
99.2* - Certificate of Chief Financial Officer
----------------
* In accordance with Release 33-8212 of the Commission, these
Certifications: (i) are "furnished" to the Commission and are not
"filed" for the purposes of liability under the Securities Exchange Act
of 1934, as amended; and (ii) are not to be subject to automatic
incorporation by reference into any of the Company's registration
statements filed under the Securities Act of 1933, as amended for the
purposes of liability thereunder or any offering memorandum, unless
the Company specifically incorporates them by reference therein.
(b) REPORTS ON FORM 8-K
None.
FORM 10-Q
QUARTERLY REPORT - PAGE 20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MERCER INTERNATIONAL INC.
By: /s/ Maarten Reidel
-----------------------------------
Maarten Reidel
Secretary and Chief Financial Officer
Date: May 12, 2003
FORM 10-Q
QUARTERLY REPORT - PAGE 21
CERTIFICATION OF PERIODIC REPORT
I, Jimmy S.H. Lee, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Mercer International
Inc. (the "Registrant");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this
quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others with those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit
committee of the Registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 12, 2003
/s/ Jimmy S.H. Lee
-----------------------------------------
Jimmy S.H. Lee
Chief Executive Officer
FORM 10-Q
QUARTERLY REPORT - PAGE 22
CERTIFICATION OF PERIODIC REPORT
I, Maarten Reidel, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Mercer International
Inc. (the "Registrant");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this
quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others with those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit
committee of the Registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 12, 2003
/s/ Maarten Reidel
-----------------------------------------
Maarten Reidel
Chief Financial Officer
FORM 10-Q
QUARTERLY REPORT - PAGE 23