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 September 30, 2018
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.: 000-51826
MERCER INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
Washington 47-0956945
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8
(Address of office)
(604) 684-1099
(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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES [X] NO [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
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| | | |
Large Accelerated Filer [X] | Accelerated Filer [ ] | Non-Accelerated Filer [ ] | Smaller Reporting Company [ ] |
|
| | | |
Emerging Growth Company [ ] | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
The Registrant had 65,201,661 shares of common stock outstanding as at October 24, 2018.
MERCER INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands of U.S. dollars, except per share data)
|
| | | | | | | | | | | | | | | |
| Three Months Ended
September 30 | | Nine Months Ended
September 30 |
| 2018 | | 2017 | | 2018 | | 2017 |
| | | | | | | |
Revenues | $ | 331,058 |
| | $ | 305,498 |
| | $ | 1,045,493 |
| | $ | 831,459 |
|
Costs and expenses | | | | | | | |
Operating costs, excluding depreciation and amortization | 230,009 |
| | 228,941 |
| | 755,428 |
| | 632,071 |
|
Operating depreciation and amortization | 23,197 |
| | 22,568 |
| | 69,312 |
| | 62,205 |
|
Selling, general and administrative expenses | 14,506 |
| | 12,327 |
| | 43,883 |
| | 35,312 |
|
Operating income | 63,346 |
| | 41,662 |
| | 176,870 |
| | 101,871 |
|
| | | | | | | |
Other income (expenses) | | | | | | | |
Interest expense | (11,729 | ) | | (13,513 | ) | | (35,972 | ) | | (40,712 | ) |
Loss on settlement of debt (Note 4(a)) | — |
| | — |
| | (21,515 | ) | | (10,696 | ) |
Legal cost award (Note 11(c)) | — |
| | — |
| | (6,951 | ) | | — |
|
Other income (expenses) | (259 | ) | | (374 | ) | | (628 | ) | | 199 |
|
Total other expenses | (11,988 | ) | | (13,887 | ) | | (65,066 | ) | | (51,209 | ) |
Income before provision for income taxes | 51,358 |
| | 27,775 |
| | 111,804 |
| | 50,662 |
|
Provision for income taxes | (10,182 | ) | | (6,632 | ) | | (28,224 | ) | | (21,897 | ) |
Net income | $ | 41,176 |
| | $ | 21,143 |
| | $ | 83,580 |
| | $ | 28,765 |
|
| | | | | | | |
Net income per common share |
Basic | $ | 0.63 |
| | $ | 0.33 |
| | $ | 1.28 |
| | $ | 0.44 |
|
Diluted | $ | 0.63 |
| | $ | 0.32 |
| | $ | 1.27 |
| | $ | 0.44 |
|
| | | | | | | |
Dividends declared per common share | $ | 0.125 |
| | $ | 0.115 |
| | $ | 0.375 |
| | $ | 0.345 |
|
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands of U.S. dollars)
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended
September 30 |
| 2018 | | 2017 | | 2018 | | 2017 |
Net income | $ | 41,176 |
| | $ | 21,143 |
| | $ | 83,580 |
| | $ | 28,765 |
|
Other comprehensive income (loss), net of taxes(1) | | | | | | | |
Foreign currency translation adjustment | (1,981 | ) | | 37,957 |
| | (41,503 | ) | | 107,597 |
|
Change in unrecognized losses and prior service costs related to defined benefit pension plan | (574 | ) | | 302 |
| | (1,302 | ) | | 904 |
|
Change in unrealized gains/losses on marketable securities | (1 | ) | | 53 |
| | 26 |
| | 58 |
|
Other comprehensive income (loss), net of taxes(1) | (2,556 | ) | | 38,312 |
| | (42,779 | ) | | 108,559 |
|
Total comprehensive income | $ | 38,620 |
| | $ | 59,455 |
| | $ | 40,801 |
| | $ | 137,324 |
|
| |
(1) | Balances are net of tax effects of $nil in all periods. |
The accompanying notes are an integral part of these interim consolidated financial statements.
MERCER INTERNATIONAL INC.
INTERIM CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands of U.S. dollars, except share and per share data)
|
| | | | | | | |
| September 30, | | December 31, |
| 2018 | | 2017 |
ASSETS | | | |
Current assets | | | |
Cash and cash equivalents | $ | 242,185 |
| | $ | 143,299 |
|
Restricted cash to redeem senior notes (Note 4(a)) | — |
| | 317,439 |
|
Accounts receivable | 193,648 |
| | 206,027 |
|
Inventories | 229,784 |
| | 176,601 |
|
Prepaid expenses and other | 12,417 |
| | 8,973 |
|
Total current assets | 678,034 |
| | 852,339 |
|
| | | |
Property, plant and equipment, net | 834,347 |
| | 844,848 |
|
Intangible and other assets | 24,274 |
| | 26,147 |
|
Deferred income tax | 4,641 |
| | 1,376 |
|
Total assets | $ | 1,541,296 |
| | $ | 1,724,710 |
|
| | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | |
Current liabilities | | | |
Accounts payable and other | $ | 173,784 |
| | $ | 133,557 |
|
Pension and other post-retirement benefit obligations | 955 |
| | 985 |
|
Senior notes to be redeemed with restricted cash (Note 4(a)) | — |
| | 295,924 |
|
Total current liabilities | 174,739 |
| | 430,466 |
|
| | | |
Debt | 696,519 |
| | 662,997 |
|
Pension and other post-retirement benefit obligations | 22,705 |
| | 21,156 |
|
Capital leases and other | 36,239 |
| | 27,464 |
|
Deferred income tax | 41,152 |
| | 31,961 |
|
Total liabilities | 971,354 |
| | 1,174,044 |
|
| | | |
Shareholders’ equity | | | |
Common shares $1 par value; 200,000,000 authorized; 65,202,000 issued and outstanding (2017 – 65,017,000) | 65,171 |
| | 64,974 |
|
Additional paid-in capital | 341,420 |
| | 338,695 |
|
Retained earnings | 265,131 |
| | 205,998 |
|
Accumulated other comprehensive loss | (101,780 | ) | | (59,001 | ) |
Total shareholders’ equity | 569,942 |
| | 550,666 |
|
Total liabilities and shareholders’ equity | $ | 1,541,296 |
| | $ | 1,724,710 |
|
| | | |
Commitments and contingencies (Note 11) |
| |
|
Subsequent events (Note 8 and Note 12) | | | |
The accompanying notes are an integral part of these interim consolidated financial statements.
MERCER INTERNATIONAL INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands of U.S. dollars)
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
Cash flows from (used in) operating activities | | | | | | | |
Net income | $ | 41,176 |
| | $ | 21,143 |
| | $ | 83,580 |
| | $ | 28,765 |
|
Adjustments to reconcile net income to cash flows from operating activities | | | | |
Depreciation and amortization | 23,310 |
| | 22,673 |
| | 69,643 |
| | 62,519 |
|
Deferred income tax provision | 1,314 |
| | 4,184 |
| | 7,330 |
| | 12,589 |
|
Loss on settlement of debt | — |
| | — |
| | 21,515 |
| | 10,696 |
|
Defined benefit pension plan and other post-retirement benefit plan expense | 423 |
| | 549 |
| | 1,294 |
| | 1,615 |
|
Stock compensation expense | 970 |
| | 774 |
| | 2,922 |
| | 1,525 |
|
Other | 884 |
| | 783 |
| | 3,015 |
| | 1,308 |
|
Defined benefit pension plan and other post-retirement benefit plan contributions | (19 | ) | | (458 | ) | | (124 | ) | | (1,309 | ) |
Changes in working capital | | | | | | | |
Accounts receivable | (150 | ) | | 1,584 |
| | 8,193 |
| | (42,130 | ) |
Inventories | (41,084 | ) | | (14,043 | ) | | (60,127 | ) | | (9,912 | ) |
Accounts payable and accrued expenses | (10,803 | ) | | (1,906 | ) | | 44,130 |
| | 41,929 |
|
Other | (5,252 | ) | | (1,496 | ) | | (8,480 | ) | | (4,338 | ) |
Net cash from (used in) operating activities | 10,769 |
| | 33,787 |
| | 172,891 |
| | 103,257 |
|
| | | | | | | |
Cash flows from (used in) investing activities | | | | | | | |
Purchase of property, plant and equipment | (26,744 | ) | | (14,342 | ) | | (71,583 | ) | | (42,249 | ) |
Purchase of intangible assets | (163 | ) | | (394 | ) | | (483 | ) | | (799 | ) |
Acquisition of Friesau Facility | — |
| | — |
| | — |
| | (61,627 | ) |
Other | 211 |
| | (381 | ) | | 278 |
| | (304 | ) |
Net cash from (used in) investing activities | (26,696 | ) | | (15,117 | ) | | (71,788 | ) | | (104,979 | ) |
| | | | | | | |
Cash flows from (used in) financing activities | | | | | | | |
Redemption of senior notes | — |
| | — |
| | (317,439 | ) | | (234,945 | ) |
Proceeds from issuance of senior notes | — |
| | — |
| | — |
| | 250,000 |
|
Proceeds from (repayment of) revolving credit facilities, net | (3,443 | ) | | — |
| | 34,293 |
| | 26,525 |
|
Dividend payments | (8,150 | ) | | (7,477 | ) | | (24,424 | ) | | (22,389 | ) |
Payment of interest rate derivative liability | — |
| | — |
| | — |
| | (3,789 | ) |
Payment of debt issuance costs | — |
| | — |
| | (1,390 | ) | | (6,132 | ) |
Other | (944 | ) | | (389 | ) | | (2,563 | ) | | 569 |
|
Net cash from (used in) financing activities | (12,537 | ) | | (7,866 | ) | | (311,523 | ) | | 9,839 |
|
| | | | | | | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 1,167 |
| | 3,895 |
| | (8,133 | ) | | 10,329 |
|
Net increase (decrease) in cash, cash equivalents and restricted cash | (27,297 | ) | | 14,699 |
| | (218,553 | ) | | 18,446 |
|
Cash, cash equivalents and restricted cash, beginning of period | 269,482 |
| | 144,643 |
| | 460,738 |
| | 140,896 |
|
Cash, cash equivalents and restricted cash, end of period | $ | 242,185 |
| | $ | 159,342 |
| | $ | 242,185 |
| | $ | 159,342 |
|
| | | | | | | |
Supplemental cash flow disclosure | | | | | | | |
Cash paid for interest | $ | 19,591 |
| | $ | 8,430 |
| | $ | 35,287 |
| | $ | 29,311 |
|
Cash paid for income taxes | $ | 2,192 |
| | $ | 2,797 |
| | $ | 6,412 |
| | $ | 8,001 |
|
| | | | | | | |
Supplemental schedule of non-cash investing and financing activities | | | | | | |
Leased production equipment | $ | — |
| | $ | 4 |
| | $ | 12,126 |
| | $ | 143 |
|
| | | | | | | |
The accompanying notes are an integral part of these interim consolidated financial statements.
MERCER INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of U.S. dollars, except share and per share data)
Note 1. The Company and Summary of Significant Accounting Policies
Nature of Operations and Basis of Presentation
The Interim Consolidated Financial Statements contained herein include the accounts of Mercer International Inc. (“Mercer Inc.”) and all of its subsidiaries (collectively the “Company”). The Company’s shares of common stock are quoted and listed for trading on the NASDAQ Global Market.
The Interim Consolidated Financial Statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The year-end Consolidated Balance Sheet data was derived from audited financial statements. The footnote disclosure included herein has been prepared in accordance with accounting principles generally accepted for interim financial statements in the United States (“GAAP”). The unaudited Interim 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, 2017. In the opinion of the Company, the unaudited Interim Consolidated Financial Statements contained herein contain all adjustments necessary for a fair statement of the results of the interim periods included. The results for the periods included herein may not be indicative of the results for the entire year.
In these Interim Consolidated Financial Statements, unless otherwise indicated, all amounts are expressed in United States dollars (“U.S. dollars” or “$”). The symbol “€” refers to euros and the symbol “C$” refers to Canadian dollars.
Use of Estimates
Preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant management judgment is required in determining the accounting for, among other things, pension and other post-retirement benefit obligations, deferred income taxes (valuation allowance and permanent reinvestment), depreciation and amortization, future cash flows associated with impairment testing for long-lived assets, the allocation of the purchase price in a business combination to the assets acquired and liabilities assumed, legal liabilities and contingencies. Actual results could differ materially from these estimates, and changes in these estimates are recorded when known.
New Accounting Pronouncements
Accounting Pronouncements Implemented
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2014-09 ("ASU 2014-09"), Revenue Recognition – Revenue from Contracts with Customers that requires companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. Additionally, the update provides presentation and disclosure requirements which are more detailed in regards to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted ASU 2014-09 as at January 1, 2018 using the modified retrospective method. This update does not change the timing of when the Company recognizes revenue as the majority of the Company's revenue arises from contracts with customers in which the sale of goods is the main performance obligation. The Company's revised revenue recognition disclosure has been included in the Significant Accounting Policies and the Business Segment Information Note.
In March 2017, the FASB issued Accounting Standards Update 2017-07 ("ASU 2017-07"), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-Retirement Benefit Cost which requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The Company adopted ASU 2017-07 as at January 1, 2018. For the three and nine month periods ended September 30, 2018, $282 and $864 of the net benefit cost, respectively, has been recorded in other income (expenses) in the Interim Consolidated Statement of Operations. For the three and nine month periods ended September 30, 2017, $373 and $1,109, respectively, has been reclassified from operating costs, excluding depreciation and amortization to other income (expenses) in the Interim Consolidated Statement of Operations.
MERCER INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of U.S. dollars, except share and per share data)
In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Tax Cuts and Jobs Act (the “Act”). The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The Company has elected to treat any potential GILTI inclusions as a period cost.
Accounting Pronouncements Not Yet Implemented
In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases ("ASU 2016-02") which requires lessees to recognize virtually all of their leases on the balance sheet, by recording a right-of-use asset and liability. In July 2018 the FASB issued Accounting Standards Update 2018-10 , Codification Improvements to Topic 842, Leases as well as Accounting Standards Update 2018-11, Leases: Targeted Improvements which further affect the guidance of ASU 2016-02. These updates are effective for financial statements issued for fiscal years beginning after December 15, 2018, with early adoption permitted at the beginning of an interim or annual reporting period. The Company will adopt these updates on January 1, 2019. Currently, the Company believes these updates will not have a material impact on its consolidated financial statements.
In February 2018, the FASB issued Accounting Standards Update 2018-02, Income Statement - Reporting Comprehensive Income which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Act. This update is effective for fiscal years beginning after December 15, 2018, and should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Act is recognized. The Company believes this update will not have an impact on its consolidated financial statements.
In June 2018, the FASB issued Accounting Standards Update 2018-07, Compensation - Stock Compensation - Improvements to Nonemployee Share-Based Payment Accounting which both clarifies and modifies accounting requirements relating to nonemployee share based payment transactions. The Company believes this update will not have an impact on its consolidated financial statements.
In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement ("ASU 2018-13") which both modifies and clarifies the disclosure requirements for fair value measurement. This update is effective for financial statements issued for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2018-13 will have on its consolidated financial statements.
In August 2018, the FASB issued Accounting Standards Update 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General ("ASU 2018-14") which both modifies and clarifies certain disclosure requirements for defined benefit pension and post-retirement plans. This update is effective for financial statements issued for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2018-14 will have on its consolidated financial statements.
Significant Accounting Policies
Revenue Recognition
The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied; generally this occurs with the transfer of control of the products sold. Transfer of control to the customer is based on the standardized shipping terms in the contract as this determines when the Company has the right to payment, the customer has legal title to the asset and the customer has the risks of ownership. Payment terms are defined in the contract and payment is typically due within three months after control has transferred to the customer. The contracts do not have a significant financing component.
The Company has elected to exclude value added, sales and other taxes it collects concurrent with revenue-producing activities from revenues.
The Company may arrange shipping and handling activities as part of the sale of its products. The Company has elected to account for shipping and handling activities that occur after the customer has obtained control of the product as a fulfillment cost rather than as an additional promised service.
The following is a description of the principal activities from which the Company generates its revenues. For a breakdown of revenues by product and geographic location see the Business Segment Information Note.
MERCER INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of U.S. dollars, except share and per share data)
Pulp and Lumber Revenues
For European sales sent by truck or train from the mills directly to the customer, the contracted sales terms are such that control transfers once the truck or train leaves the mill. For orders sent by ocean freighter, the contract terms state that control transfers at the time the product passes the ships rail. For North American sales shipped by truck or train, the contracts state that control transfers once the truck or train has arrived at the customer’s specified location.
The transaction price is included in the sales contract and is net of customer discounts, rebates and other selling concessions.
The Company’s pulp sales are to tissue and paper producers and the Company’s lumber sales are to manufacturers and retailers. The Company’s sales to Europe and North America are direct to the customer. The Company's pulp sales to overseas customers are primarily through third party sales agents and the Company's lumber sales to overseas customers are either direct to the customer or through third party sales agents.
By-Product Revenues
Energy sales are to utility companies in Canada and Germany. Sales of energy are recognized as the electricity is consumed by the customer and is based on contractual usage rates and meter readings that measure electricity consumption.
Chemicals and wood residuals are sold into the European market direct to the customer and have shipping terms where control transfers once the chemicals or wood residuals are loaded onto the truck at the mill.
Note 2. Inventories
|
| | | | | | | |
| September 30, | | December 31, |
| 2018 | | 2017 |
Raw materials | $ | 98,623 |
| | $ | 49,137 |
|
Finished goods | 63,054 |
| | 58,364 |
|
Spare parts and other | 68,107 |
| | 69,100 |
|
| $ | 229,784 |
| | $ | 176,601 |
|
Note 3. Accounts Payable and Other
|
| | | | | | | |
| September 30, | | December 31, |
| 2018 | | 2017 |
Trade payables | $ | 46,529 |
| | $ | 36,151 |
|
Accrued expenses | 81,502 |
| | 67,528 |
|
Interest payable | 9,025 |
| | 10,093 |
|
Income tax payable | 14,864 |
| | 4,324 |
|
Legal cost award payable (Note 11(c)) | 6,951 |
| | — |
|
Dividends payable | 8,150 |
| | 8,126 |
|
Other | 6,763 |
| | 7,335 |
|
| $ | 173,784 |
| | $ | 133,557 |
|
MERCER INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of U.S. dollars, except share and per share data)
Note 4. Debt
|
| | | | | | | |
| September 30, | | December 31, |
| 2018 | | 2017 |
2022 Senior Notes, principal amount, $100,000 (a) | $ | 98,849 |
| | $ | 394,565 |
|
2024 Senior Notes, principal amount, $250,000 (a) | 245,965 |
| | 245,398 |
|
2026 Senior Notes, principal amount, $300,000 (a) | 294,395 |
| | 293,773 |
|
Revolving credit facilities | | | |
€75.0 million (b) | — |
| | — |
|
C$40.0 million (c) | — |
| | — |
|
€70.0 million (d) | 42,252 |
| | 25,185 |
|
€5.0 million (e) | — |
| | — |
|
€25.0 million (f) | 15,058 |
| | — |
|
| $ | 696,519 |
| | $ | 958,921 |
|
As at September 30, 2018, the maturities of the principal portion of debt are as follows:
|
| | | | |
2018 | | $ | — |
|
2019 | | — |
|
2020 | | 15,058 |
|
2021 | | — |
|
2022 | | 142,252 |
|
Thereafter | | 550,000 |
|
| | $ | 707,310 |
|
Certain of the Company’s debt instruments were issued under agreements which, among other things, may limit its ability and the ability of its subsidiaries to make certain payments, including dividends. These limitations are subject to specific exceptions. As at September 30, 2018, the Company is in compliance with the terms of its debt agreements.
| |
(a) | On December 20, 2017, the Company issued $300,000 in aggregate principal amount of 5.50% senior notes which mature on January 15, 2026 ("2026 Senior Notes"). The 2026 Senior Notes were issued at a price of 100.00% of their principal amount. The net proceeds of the offering were $293,795, after deducting the underwriter's discount and offering expenses. |
In January 2018, the Company used the net proceeds, together with cash on hand, to redeem $300,000 in aggregate principal amount of 2022 Senior Notes (herein defined below). In connection with this redemption the Company recorded a loss on settlement of debt of $21,515 in the Interim Consolidated Statement of Operations. As at December 31, 2017, the total cash used to redeem the 2022 Senior Notes was classified as restricted cash and the carrying value of the 2022 Senior Notes was classified as a current liability in the Consolidated Balance Sheet.
On February 3, 2017, the Company issued $225,000 in aggregate principal amount of 6.50% senior notes which mature on February 1, 2024 (“2024 Senior Notes”) and on March 16, 2017, the Company issued an additional $25,000 in aggregate principal amount of its 2024 Senior Notes. The 2024 Senior Notes were issued at a price of 100.00% of their principal amount. The net proceeds of the offerings were $244,711, after deducting the underwriter's discount and offering expenses.
The net proceeds from the 2024 Senior Notes, together with cash on hand, were used to redeem $227,000 of remaining aggregate principal amount of outstanding senior notes due 2019, to finance the acquisition of a German sawmill and bio-mass power plant near Friesau Germany (the "Friesau Facility") and for general working capital purposes. In connection with the redemption the Company recorded a loss on settlement of debt of $10,696 in the Interim Consolidated Statement of Operations.
On November 26, 2014, the Company issued $400,000 in aggregate principal amount of 7.75% senior notes which mature on December 1, 2022 (“2022 Senior Notes” and collectively with the 2024 Senior Notes and 2026 Senior Notes, the “Senior Notes”).
MERCER INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of U.S. dollars, except share and per share data)
The Senior Notes are general unsecured senior obligations of the Company. They rank equal in right of payment with all existing and future unsecured senior indebtedness of the Company and are senior in right of payment to any current or future subordinated indebtedness of the Company. The Senior Notes are effectively junior in right of payment to all existing and future secured indebtedness, to the extent of the assets securing such indebtedness, and all indebtedness and liabilities of the Company’s subsidiaries.
The Company may redeem all or a part of the 2026 Senior Notes, upon not less than 10 days’ or more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) discussed below, plus accrued and unpaid interest to (but not including) the applicable redemption date. The Company may redeem all or a part of the 2024 Senior Notes or 2022 Senior Notes, upon not less than 30 days’ or more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) discussed below, plus accrued and unpaid interest to (but not including) the applicable redemption date. The 2026 Senior Notes redemption prices are equal to 102.750% for the twelve month period beginning on January 15, 2021, 101.375% for the twelve month period beginning on January 15, 2022, and 100.000% beginning on January 15, 2023 and at any time thereafter. The 2024 Senior Notes redemption prices are equal to 103.250% for the twelve month period beginning on February 1, 2020, 101.625% for the twelve month period beginning on February 1, 2021, and 100.000% beginning on February 1, 2022 and at any time thereafter. The 2022 Senior Notes redemption prices are equal to 105.813% for the twelve month period beginning on December 1, 2017, 103.875% for the twelve month period beginning on December 1, 2018, 101.938% for the twelve month period beginning on December 1, 2019, and 100.000% beginning on December 1, 2020 and at any time thereafter.
| |
(b) | A €75.0 million revolving credit facility at the Stendal mill that matures in October 2019. Borrowings under the facility are collateralized by the mill’s inventory and accounts receivable and bear interest at Euribor plus 3.50%. As at September 30, 2018, approximately €0.1 million ($151) of this facility was supporting bank guarantees leaving approximately €74.9 million ($86,669) available. |
| |
(c) | A C$40.0 million revolving credit facility at the Celgar mill that matures in July 2023. Borrowings under the facility are collateralized by the mill’s inventory, accounts receivable, general intangibles and capital assets and are restricted by a borrowing base calculated on the mill’s inventory and accounts receivable. When the borrowing capacity is less than 25% of the total facility the Canadian dollar denominated amounts bear interest at bankers acceptance plus 1.50% or Canadian prime and the U.S. dollar denominated amounts bear interest at LIBOR plus 1.50% or U.S. base. When the borrowing capacity is greater than or equal to 25% of the total facility, the respective bankers acceptance or LIBOR margins are reduced by 0.25% and the Canadian Prime or U.S. base margins are reduced by 0.125%. As at September 30, 2018, approximately C$1.7 million ($1,312) was supporting letters of credit and approximately C$38.3 million ($29,587) was available. |
| |
(d) | A €70.0 million joint revolving credit facility that matures in April 2022. The Rosenthal mill has full access to the available amount under the facility and the Company's wholly owned subsidiary, Mercer Timber Products GmbH has access to a maximum of €45.0 million. Borrowings under the facility are collateralized by the borrowers' inventory and accounts receivable and bear interest at Euribor plus 2.95%. As at September 30, 2018, approximately €36.5 million ($42,252) of this facility was drawn and accruing interest at a rate of 2.95% and approximately €11.4 million ($13,210) of this facility was supporting bank guarantees leaving approximately €22.1 million ($25,570) available. |
| |
(e) | A €5.0 million revolving credit facility at the Rosenthal mill that matures in December 2018. Borrowings under this facility bear interest at the rate of the three-month Euribor plus 2.50% and are secured by certain land at the Rosenthal mill. As at September 30, 2018 approximately €2.6 million ($2,954) of this facility was supporting bank guarantees leaving approximately €2.4 million ($2,834) available. |
| |
(f) | A €25.0 million revolving credit facility for the Company's wholly owned German subsidiary, Mercer Holz GmbH (“Mercer Holz”), that matures in February 2020. Borrowings under this facility bear interest at Euribor plus 3.30% and are secured by Mercer Holz's inventory and accounts receivable. As at September 30, 2018, approximately €13.0 million ($15,058) of this facility was drawn and accruing interest at a rate of 3.30% and approximately €0.3 million ($370) of this facility was supporting bank guarantees leaving approximately €11.7 million ($13,512) available. |
MERCER INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of U.S. dollars, except share and per share data)
Note 5. Pension and Other Post-Retirement Benefit Obligations
Defined Benefit Plans
Included in pension and other post-retirement benefit obligations are amounts related to the Company’s Celgar and Rosenthal mills. The largest component of these obligations is with respect to the Celgar mill which maintains a defined benefit pension plan and other post-retirement benefit plans for certain employees (the “Celgar Defined Benefit Plans”).
Pension benefits are based on employees’ earnings and years of service. The Celgar Defined Benefit Plans are funded by contributions from the Company based on actuarial estimates and statutory requirements.
The components of the net benefit costs relating to the Celgar Defined Benefit Plans for the three and nine month periods ended September 30, 2018 and 2017 were as follows:
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, |
| 2018 | | 2017 |
| Pension | | Other Post-Retirement Benefits
| | Pension | | Other Post-Retirement Benefits
|
Service cost | $ | 26 |
| | $ | 115 |
| | $ | 25 |
| | $ | 151 |
|
Interest cost | 312 |
| | 175 |
| | 346 |
| | 245 |
|
Expected return on plan assets | (380 | ) | | — |
| | (520 | ) | | — |
|
Amortization of unrecognized items | 226 |
| | (51 | ) | | 265 |
| | 37 |
|
Net benefit costs | $ | 184 |
| | $ | 239 |
| | $ | 116 |
| | $ | 433 |
|
|
| | | | | | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2018 | | 2017 |
| Pension | | Other Post-Retirement Benefits | | Pension | | Other Post-Retirement Benefits |
Service cost | $ | 78 |
| | $ | 352 |
| | $ | 71 |
| | $ | 435 |
|
Interest cost | 952 |
| | 535 |
| | 998 |
| | 706 |
|
Expected return on plan assets | (1,157 | ) | | — |
| | (1,499 | ) | | — |
|
Amortization of unrecognized items | 690 |
| | (156 | ) | | 792 |
| | 112 |
|
Net benefit costs | $ | 563 |
| | $ | 731 |
| | $ | 362 |
| | $ | 1,253 |
|
Defined Contribution Plan
Effective December 31, 2008, the Celgar Defined Benefit Plans were closed to new members. In addition, the defined benefit service accrual ceased on December 31, 2008, and members began to receive pension benefits, at a fixed contractual rate, under a new defined contribution plan effective January 1, 2009. During the three and nine month periods ended September 30, 2018, the Company made contributions of $215 and $650, respectively (2017 – $213 and $672), to this plan.
Multiemployer Plan
The Company participates in a multiemployer plan for the hourly-paid employees at the Celgar mill. The contributions to the plan are determined based on a percentage of pensionable earnings pursuant to a collective bargaining agreement. The Company has no current or future contribution obligations in excess of the contractual contributions. During the three and nine month periods ended September 30, 2018, the Company made contributions of $529 and $1,674, respectively (2017 – $493 and $1,539), to this plan.
MERCER INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of U.S. dollars, except share and per share data)
Note 6. Income Taxes
The income tax provision attributable to income before provision for income taxes in the Interim Consolidated Statements of Operations differs from the amounts computed by applying the U.S. federal statutory income tax rate of 21% (2017 - 35%) for the three and nine month periods ended September 30, 2018 and 2017 as a result of the following:
|
| | | | | | | | | | | | | | | |
| Three Months Ended
September 30,
| | Nine Months Ended
September 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
U.S. federal statutory rate | 21% | | 35% | | 21% | | 35% |
| | | | | | | |
U.S. federal statutory rate on income before provision for income taxes | $ | (10,785 | ) | | $ | (9,722 | ) | | $ | (23,479 | ) | | $ | (17,732 | ) |
Tax differential on foreign income | (4,265 | ) | | 2,701 |
| | (11,493 | ) | | 5,668 |
|
Effect of foreign earnings | (19,983 | ) | | — |
| | (28,440 | ) | | — |
|
Change in undistributed earnings | — |
| | (450 | ) | | — |
| | (5,915 | ) |
Valuation allowance | 23,492 |
| | (1,823 | ) | | 45,510 |
| | (11,177 | ) |
Tax benefit of partnership structure | 965 |
| | 1,246 |
| | 3,242 |
| | 3,692 |
|
Non-taxable foreign subsidies | 716 |
| | 608 |
| | 2,204 |
| | 1,717 |
|
True-up of prior year taxes | 109 |
| | (169 | ) | | (14,384 | ) | | (279 | ) |
Foreign exchange on valuation allowance | (30 | ) | | 1,241 |
| | (704 | ) | | 2,404 |
|
Foreign exchange on settlement of debt | — |
| | — |
| | — |
| | 550 |
|
Other | (401 | ) | | (264 | ) | | (680 | ) | | (825 | ) |
| $ | (10,182 | ) | | $ | (6,632 | ) | | $ | (28,224 | ) | | $ | (21,897 | ) |
| | | | | | | |
Comprised of: | | | | | | | |
Current income tax provision | $ | (8,868 | ) | | $ | (2,448 | ) | | $ | (20,894 | ) | | $ | (9,308 | ) |
Deferred income tax provision | (1,314 | ) | | (4,184 | ) | | (7,330 | ) | | (12,589 | ) |
| $ | (10,182 | ) | | $ | (6,632 | ) | | $ | (28,224 | ) | | $ | (21,897 | ) |
The Act enacted on December 22, 2017 resulted in substantial changes including reducing the U.S. federal corporate income tax rate from 35% to 21% and requiring companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred. The Company applied the guidance in Staff Accounting Bulletin No. 118 and at December 31, 2017 calculated its best estimate of the impact of the Act in its year end income tax provision. Subsequent to the completion and filing of the 2017 tax return in the third quarter of 2018 it was determined that no significant measurement period adjustments to the provisional estimates recorded at December 31, 2017 were necessary.
MERCER INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of U.S. dollars, except share and per share data)
Note 7. Net Income Per Common Share |
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
Net income | | | | | | | |
Basic and diluted | $ | 41,176 |
| | $ | 21,143 |
| | $ | 83,580 |
| | $ | 28,765 |
|
| | | | | | | |
Net income per common share | | | | | | | |
Basic | $ | 0.63 |
| | $ | 0.33 |
| | $ | 1.28 |
| | $ | 0.44 |
|
Diluted
| $ | 0.63 |
| | $ | 0.32 |
| | $ | 1.27 |
| | $ | 0.44 |
|
| | | | | | | |
Weighted average number of common shares outstanding: | | | | | | | |
Basic(1) | 65,170,531 |
| | 64,973,653 |
| | 65,120,976 |
| | 64,896,511 |
|
Effect of dilutive shares: | | | | | | | |
Performance Share Units (“PSUs”) | 639,998 |
| | 412,995 |
| | 550,983 |
| | 429,801 |
|
Restricted shares | 7,510 |
| | 7,268 |
| | 20,328 |
| | 17,447 |
|
Diluted | 65,818,039 |
| | 65,393,916 |
| | 65,692,287 |
| | 65,343,759 |
|
| |
(1) | For the three and nine month periods ended September 30, 2018, the basic weighted average number of common shares outstanding excludes 31,130 restricted shares which have been issued, but have not vested as at September 30, 2018 (2017 – 43,635 restricted shares). |
The calculation of diluted net income per common share does not assume the exercise of any instruments that would have an anti-dilutive effect on net income per common share. There were no anti-dilutive instruments for the three and nine month periods ended September 30, 2018 and 2017.
Note 8. Shareholders’ Equity
Dividends
During the nine month period ended September 30, 2018, the Company's Board of Directors declared the following quarterly dividends:
|
| | | | | | | | |
Date Declared | | Dividend Per
Common Share | | Amount |
February 15, 2018 | | $ | 0.125 |
| | $ | 8,147 |
|
May 3, 2018 | | 0.125 |
| | 8,150 |
|
July 26, 2018 | | 0.125 |
| | 8,150 |
|
| | $ | 0.375 |
| | $ | 24,447 |
|
In October 2018, the Company’s Board of Directors declared a quarterly dividend of $0.125 per common share. Payment of the dividend will be made on December 20, 2018 to all shareholders of record on December 13, 2018. Future dividends are subject to approval by the Board of Directors and may be adjusted as business and industry conditions warrant.
Stock Based Compensation
In June 2010, the Company adopted a stock incentive plan which provides for options, restricted stock rights, restricted shares, performance shares, PSUs and stock appreciation rights to be awarded to employees, consultants and non-employee directors. During the nine month period ended September 30, 2018, there were no issued and outstanding options, restricted stock rights, performance shares or stock appreciation rights. As at September 30, 2018, after factoring in all allocated shares, there remain approximately 2.8 million common shares available for grant.
MERCER INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of U.S. dollars, except share and per share data)
PSUs
PSUs comprise rights to receive common shares at a future date that are contingent on the Company and the grantee achieving certain performance objectives. The performance objective period is generally three years. For the three and nine month periods ended September 30, 2018, the Company recognized an expense of $840 and $2,534, respectively related to PSUs (2017 – $646 and $1,201).
The following table summarizes PSU activity during the period:
|
| | |
| Number of PSUs |
Outstanding as at January 1, 2018 | 1,867,158 |
|
Granted | 652,548 |
|
Vested and issued | (153,243 | ) |
Forfeited | (330,455 | ) |
Outstanding as at September 30, 2018 | 2,036,008 |
|
Restricted Shares
Restricted shares generally vest at the end of one year. Expense recognized for the three and nine month periods ended September 30, 2018 was $130 and $388 (2017 – $128 and $324). As at September 30, 2018, the total remaining unrecognized compensation cost related to restricted shares amounted to approximately $347 which will be amortized over the remaining vesting periods.
The following table summarizes restricted share activity during the period:
|
| | |
| Number of Restricted Shares |
Outstanding as at January 1, 2018 | 43,635 |
|
Granted | 31,130 |
|
Vested | (43,635 | ) |
Outstanding as at September 30, 2018 | 31,130 |
|
Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss are as follows: |
| | | | | | | | | | | | | | | |
| Foreign Currency Translation Adjustment | | Defined Benefit Pension and Other Post-Retirement Benefit Items | | Unrealized Gains / Losses on Marketable Securities | | Total |
Balance as at January 1, 2018 | $ | (50,083 | ) | | $ | (8,900 | ) | | $ | (18 | ) | | $ | (59,001 | ) |
Other comprehensive income (loss) before reclassifications | (41,503 | ) | | (1,836 | ) | | 26 |
| | (43,313 | ) |
Amounts reclassified from accumulated other comprehensive loss | — |
| | 534 |
| | — |
| | 534 |
|
Other comprehensive income (loss) | (41,503 | ) | | (1,302 | ) | | 26 |
| | (42,779 | ) |
Balance as at September 30, 2018 | $ | (91,586 | ) | | $ | (10,202 | ) | | $ | 8 |
| | $ | (101,780 | ) |
MERCER INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of U.S. dollars, except share and per share data)
Note 9. Business Segment Information
The Company is managed based on the primary products it manufactures: pulp and wood products. Accordingly, the Company's three pulp mills are aggregated into the pulp business segment and the Friesau Facility from its acquisition date of April 12, 2017 is a separate reportable business segment, wood products.
None of the income or loss items following operating income in the Company's Interim Consolidated Statement of Operations are allocated to the segments, since those items are reviewed separately by management.
The following tables shows information by reportable business segments for the three and nine month periods ended September 30, 2018 and 2017:
|
| | | | | | | | | | | | | | | | |
Three Months Ended September 30, 2018 | | Pulp | | Wood Products | | Corporate and Other | | Consolidated |
Revenues from external customers | | $ | 292,969 |
| | $ | 38,089 |
| | $ | — |
| | $ | 331,058 |
|
Operating income (loss) | | $ | 68,794 |
| | $ | (1,770 | ) | | $ | (3,678 | ) | | $ | 63,346 |
|
Depreciation and amortization | | $ | 20,802 |
| | $ | 2,395 |
| | $ | 113 |
| | $ | 23,310 |
|
Revenues by major products | | | | | | | | |
Pulp | | $ | 274,970 |
| | $ | — |
| | $ | — |
| | $ | 274,970 |
|
Lumber | | — |
| | 34,270 |
| | — |
| | 34,270 |
|
Energy and chemicals | | 17,999 |
| | 1,978 |
| | — |
| | 19,977 |
|
Wood residuals | | — |
| | 1,841 |
| | — |
| | 1,841 |
|
Total revenues | | $ | 292,969 |
| | $ | 38,089 |
| | $ | — |
| | $ | 331,058 |
|
Revenues by geographical markets | | | | | | | | |
U.S. | | $ | 7,148 |
| | $ | 10,857 |
| | $ | — |
| | $ | 18,005 |
|
Germany | | 132,233 |
| | 14,771 |
| | — |
| | 147,004 |
|
China | | 44,981 |
| | — |
| | — |
| | 44,981 |
|
Other countries | | 108,607 |
| | 12,461 |
| | — |
| | 121,068 |
|
Total revenues | | $ | 292,969 |
| | $ | 38,089 |
| | $ | — |
| | $ | 331,058 |
|
MERCER INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of U.S. dollars, except share and per share data)
|
| | | | | | | | | | | | | | | | |
Three Months Ended September 30, 2017 | | Pulp | | Wood Products | | Corporate and Other | | Consolidated |
Revenues from external customers | | $ | 272,358 |
| | $ | 33,140 |
| | $ | — |
| | $ | 305,498 |
|
Operating income (loss) | | $ | 40,982 |
| | $ | 2,983 |
| | $ | (2,303 | ) | | $ | 41,662 |
|
Depreciation and amortization | | $ | 21,149 |
| | $ | 1,419 |
| | $ | 105 |
| | $ | 22,673 |
|
Revenues by major products | | | | | | | | |
Pulp | | $ | 247,314 |
| | $ | — |
| | $ | — |
| | $ | 247,314 |
|
Lumber | | — |
| | 27,851 |
| | — |
| | 27,851 |
|
Energy and chemicals | | 25,044 |
| | 3,116 |
| | — |
| | 28,160 |
|
Wood residuals | | — |
| | 2,173 |
| | — |
| | 2,173 |
|
Total revenues | | $ | 272,358 |
| | $ | 33,140 |
| | $ | — |
| | $ | 305,498 |
|
Revenues by geographical markets | | | | | | | | |
U.S. | | $ | 12,276 |
| | $ | 3,458 |
| | $ | — |
| | $ | 15,734 |
|
Germany | | 112,267 |
| | 18,676 |
| | — |
| | 130,943 |
|
China | | 60,604 |
| | — |
| | — |
| | 60,604 |
|
Other countries | | 87,211 |
| | 11,006 |
| | — |
| | 98,217 |
|
Total revenues | | $ | 272,358 |
| | $ | 33,140 |
| | $ | — |
| | $ | 305,498 |
|
|
| | | | | | | | | | | | | | | | |
Nine Months Ended September 30, 2018 | | Pulp | | Wood Products | | Corporate and Other | | Consolidated |
Revenues from external customers | | $ | 898,836 |
| | $ | 146,657 |
| | $ | — |
| | $ | 1,045,493 |
|
Operating income (loss) | | $ | 179,824 |
| | $ | 5,534 |
| | $ | (8,488 | ) | | $ | 176,870 |
|
Depreciation and amortization | | $ | 63,452 |
| | $ | 5,860 |
| | $ | 331 |
| | $ | 69,643 |
|
Total assets | | $ | 1,343,035 |
| | $ | 133,215 |
| | $ | 65,046 |
| | $ | 1,541,296 |
|
Revenues by major products | | | | | | | | |
Pulp | | $ | 845,460 |
| | $ | — |
| | $ | — |
| | $ | 845,460 |
|
Lumber | | — |
| | 131,429 |
| | — |
| | 131,429 |
|
Energy and chemicals | | 53,376 |
| | 8,014 |
| | — |
| | 61,390 |
|
Wood residuals | | — |
| | 7,214 |
| | — |
| | 7,214 |
|
Total revenues | | $ | 898,836 |
| | $ | 146,657 |
| | $ | — |
| | $ | 1,045,493 |
|
Revenues by geographical markets | | | | | | | | |
U.S. | | $ | 18,451 |
| | $ | 42,511 |
| | $ | — |
| | $ | 60,962 |
|
Germany | | 373,176 |
| | 58,631 |
| | — |
| | 431,807 |
|
China | | 204,818 |
| | — |
| | — |
| | 204,818 |
|
Other countries | | 302,391 |
| | 45,515 |
| | — |
| | 347,906 |
|
Total revenues | | $ | 898,836 |
| | $ | 146,657 |
| | $ | — |
| | $ | 1,045,493 |
|
MERCER INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of U.S. dollars, except share and per share data)
|
| | | | | | | | | | | | | | | | |
Nine Months Ended September 30, 2017 | | Pulp | | Wood Products | | Corporate and Other | | Consolidated |
Revenues from external customers | | $ | 781,028 |
| | $ | 50,431 |
| | $ | — |
| | $ | 831,459 |
|
Operating income (loss) | | $ | 104,411 |
| | $ | 3,064 |
| | $ | (5,604 | ) | | $ | 101,871 |
|
Depreciation and amortization | | $ | 59,652 |
| | $ | 2,553 |
| | $ | 314 |
| | $ | 62,519 |
|
Revenues by major products | | | | | | | | |
Pulp | | $ | 712,810 |
| | $ | — |
| | $ | — |
| | $ | 712,810 |
|
Lumber | | — |
| | 41,444 |
| | — |
| | 41,444 |
|
Energy and chemicals | | 68,218 |
| | 5,761 |
| | — |
| | 73,979 |
|
Wood residuals | | — |
| | 3,226 |
| | — |
| | 3,226 |
|
Total revenues | | $ | 781,028 |
| | $ | 50,431 |
| | $ | — |
| | $ | 831,459 |
|
Revenues by geographical markets | | | | | | | | |
U.S. | | $ | 23,394 |
| | $ | 3,458 |
| | $ | — |
| | $ | 26,852 |
|
Germany | | 313,730 |
| | 30,312 |
| | — |
| | 344,042 |
|
China | | 194,280 |
| | — |
| | — |
| | 194,280 |
|
Other countries | | 249,624 |
| | 16,661 |
| | — |
| | 266,285 |
|
Total revenues | | $ | 781,028 |
| | $ | 50,431 |
| | $ | — |
| | $ | 831,459 |
|
Revenues between segments are accounted for at prices that approximate fair value. These include revenues from the sale of residual fiber from the wood products segment to the pulp segment for use in the pulp production process and from the sale of residual fuel from the pulp segment to the wood products segment for use in energy production. For the three and nine month periods ended September 30, 2018, the pulp segment sold $163 and $1,073, respectively of residual fuel to the wood products segment (2017 - $1,056 and $1,056) and the wood products segment sold $3,764 and $13,809, respectively of residual fiber to the pulp segment (2017 - $5,753 and $8,739).
As at December 31, 2017, the Company had total assets of $1,253,545 in the pulp segment, $116,320 in the wood products segment and $354,845 in corporate and other.
Note 10. Financial Instruments and Fair Value Measurement
Due to their short-term maturity, the carrying amounts of cash and cash equivalents, restricted cash, accounts receivable and accounts payable and other approximates their fair value.
The fair value of the senior notes classified as Level 2 was determined using quoted prices in a dealer market, or using recent market transactions.
The following tables present a summary of the Company’s outstanding financial instruments and their estimated fair values under the fair value hierarchy:
|
| | | | | | | | | | | | | | | |
| Fair value measurements as at September 30, 2018 using: |
Description | Level 1 | | Level 2 | | Level 3 | | Total |
Revolving credit facilities | $ | — |
| | $ | 57,310 |
| | $ | — |
| | $ | 57,310 |
|
Senior notes | — |
| | 653,656 |
| | — |
| | 653,656 |
|
| $ | — |
| | $ | 710,966 |
| | $ | — |
| | $ | 710,966 |
|
MERCER INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of U.S. dollars, except share and per share data)
|
| | | | | | | | | | | | | | | |
| Fair value measurements as at December 31, 2017 using: |
Description | Level 1 | | Level 2 | | Level 3 | | Total |
Revolving credit facilities
| $ | — |
| | $ | 25,185 |
| | $ | — |
| | $ | 25,185 |
|
Senior notes | — |
| | 989,125 |
| | — |
| | 989,125 |
|
| $ | — |
| | $ | 1,014,310 |
| | $ | — |
| | $ | 1,014,310 |
|
Credit Risk
The Company’s credit risk is primarily attributable to cash held in bank accounts and accounts receivable. The Company maintains cash balances in foreign financial institutions in excess of insured limits. The Company limits its credit exposure on cash held in bank accounts by periodically investing cash in excess of short-term operating requirements and debt obligations in low risk government bonds, or similar debt instruments. The Company’s credit risk associated with the sale of pulp, lumber and other wood residuals is managed through setting credit limits, the purchase of credit insurance and for certain customers a letter of credit is received prior to shipping the product. Concentrations of credit risk on the sale of pulp, lumber and other wood residuals are with customers and agents based primarily in Germany, China and Italy.
The carrying amount of cash and cash equivalents of $242,185 and accounts receivable of $193,648 recorded in the Interim Consolidated Balance Sheet, net of any allowances for losses, represents the Company’s maximum exposure to credit risk.
Note 11. Commitments and Contingencies
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(a) | The Company is involved in legal actions and claims arising in the ordinary course of business. While the outcome of any legal actions and claims cannot be predicted with certainty, it is the opinion of management that the outcome of any such claims which are pending or threatened, either individually or on a combined basis, will not have a material adverse effect on the consolidated financial condition, results of operations or liquidity of the Company. |
| |
(b) | The Company is subject to regulations that require the handling and disposal of asbestos in a prescribed manner if a property undergoes a major renovation or demolition. Otherwise, the Company is not required to remove asbestos from its facilities. Generally asbestos is found on steam and condensate piping systems as well as certain cladding on buildings and in building insulation throughout older facilities. The Company’s obligation for the proper removal and disposal of asbestos products from the Company’s mills is a conditional asset retirement obligation. As a result of the longevity of the Company’s mills, due in part to the maintenance procedures and the fact that the Company does not have plans for major changes that require the removal of asbestos, the timing of the asbestos removal is indeterminate. As a result, the Company is currently unable to reasonably estimate the fair value of its asbestos removal and disposal obligation. The Company will recognize a liability in the period in which sufficient information is available to reasonably estimate its fair value. |
| |
(c) | In March 2018, the Company announced it had received the decision of the tribunal in respect of its previously initiated claim in January 2012 against the Government of Canada under the North American Free Trade Agreement (“NAFTA”). The basis of the claim was that the Celgar mill had received discriminatory treatment regarding its ability to purchase and sell energy compared to other pulp mills and entities that generate and sell electricity within the Province of British Columbia. The tribunal ruled that there was no violation of NAFTA and as is customary in these matters, the tribunal awarded costs to the Government of Canada of approximately $6,951. |
MERCER INTERNATIONAL INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of U.S. dollars, except share and per share data)
Note 12. Subsequent Events
Santanol Group ("Santanol")
On October 18, 2018, the Company acquired Santanol for approximately $33,000 cash. Santanol owns and leases existing Indian sandalwood plantations and a processing extraction plant in Australia. The acquisition presents the opportunity to expand the Company’s operations to include plantation harvesting as well as production of solid wood chemical extractives. The Company is in the process of evaluating the business combination accounting considerations, including the initial purchase price allocation.
Daishowa-Marubeni International Ltd. ("DMI")
On October 3, 2018, the Company announced that it has entered into an agreement (the “Purchase Agreement”) to acquire all of the issued and outstanding shares of DMI for consideration of $359,200 cash, which includes a minimum working capital of $85,700 (the “Transaction”). The acquisition would result in 100% ownership of a bleached kraft pulp mill in Peace River, Alberta as well as 50% joint venture interest in a bleached kraft pulp mill in Quesnel, British Columbia. The acquisition would expand the Company's presence in Asia and add northern bleached hardwood kraft to its product mix. The acquisition is subject to certain customary closing conditions. The Company currently expects the acquisition to close in the fourth quarter of 2018.
Pursuant to the Purchase Agreement, the completion of the Transaction is subject to customary closing conditions, including the receipt of requisite regulatory anti-trust approvals. The Company and the vendors may each terminate the agreement if closing of the Transaction does not occur as of the date that is within 120 days of the Purchase Agreement unless such date is extended in certain circumstances as provided in the Purchase Agreement.
In connection with entering into the Purchase Agreement, on October 3, 2018, the Company accepted and entered into a Commitment Letter by and among the Company, Credit Suisse Loan Funding LLC and Credit Suisse AG (the "Commitment Letter") dated September 30, 2018, pursuant to which Credit Suisse AG has agreed to provide the Company with a senior unsecured bridge facility in the principal amount of up to $350,000 in order to finance the purchase price under the Transaction. The facility is anticipated to be replaced or refinanced by the Company as provided in the Commitment Letter.