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| MERC > SEC Filings for MERC > Form 10-Q on 6-Nov-2009 | All Recent SEC Filings |
6-Nov-2009
Quarterly Report
Third Quarter and Nine Month Operational Snapshot Selected production, sales and exchange rate data for the three and nine months ended September 30, 2009 and 2008 is as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
Pulp Production ('000 ADMTs) 345.8 368.4 1,040.6 1,086.1
Scheduled Production Downtime ('000 ADMTs) 35.4 9.0 38.1 26.0
Pulp Sales ('000 ADMTs) 361.6 363.8 1,093.7 1,059.2
Pulp Revenues (in millions) € 145.9 € 178.6 € 422.4 € 528.3
NBSK pulp list prices in Europe ($/ADMT) $ 693 $ 878 $ 627 $ 886
NBSK pulp list prices in Europe (€/ADMT) € 485 € 585 € 459 € 582
Average pulp sales realizations (€/ADMT)(1) € 397 € 484 € 380 € 493
Energy Production ('000 MWh) 354.4 377.3 1,086.7 1,107.8
Energy Sales ('000 MWh) 121.8 119.5 362.6 348.2
Energy Revenue (in millions) € 10.4 € 6.2 € 32.3 € 20.0
Average energy sales realizations (€/MWh) € 85 € 52 € 89 € 57
Average Spot Currency Exchange Rates(2)
€ / $ 0.6990 0.6658 0.7323 0.6572
C$ / $ 1.0974 1.0416 1.1699 1.0185
C$ / € 1.5694 1.5620 1.5934 1.5486
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(1) List price less discounts and commissions.
(2) Average Bank of Canada noon spot rates over the reporting period.
Three Months Ended September 30, 2009 Compared to Three Months Ended
September 30, 2008
Pulp revenues for the three months ended September 30, 2009 decreased by
approximately 18.3% to €145.9 million from €178.6 million in the comparative
quarter of 2008, primarily due to lower pulp prices. Revenues from the sale of
excess energy increased by approximately 67.7% in the third quarter to
€10.4 million from €6.2 million in the same quarter last year as a result of the
higher tariffs in effect under Germany's Renewable Energy Resources Act.
Pulp sales volume decreased slightly to 361,627 ADMTs in the current quarter
from 363,775 ADMTs in the comparative period of 2008. In the third quarter of
2009, average pulp sales realizations decreased by approximately 18.0% to €397
per ADMT from €484 per ADMT in the same period last year, primarily due to lower
pulp prices.
Pulp prices in the third quarter of 2009 were lower than in the same period last
year due to continued weakness in pulp markets. List prices for NBSK pulp in
Europe were approximately €485 ($693) per ADMT in the current quarter compared
to approximately €585 ($878) per ADMT in the third quarter of 2008.
Pulp production decreased to 345,833 ADMTs in the current quarter from 368,378
ADMTs in the same quarter of 2008 primarily as a result of 30 days of scheduled
maintenance shutdowns at our German mills. In the comparative quarter of 2008,
we had only ten days of scheduled maintenance downtime.
FORM 10-Q
QUARTERLY REPORT - PAGE 30
During the third quarter of 2009, our pulp inventories decreased by
approximately 22.2% to €20.3 million from €26.1 million at the end of the prior
quarter, primarily due to lower production as a result of the scheduled
maintenance shutdowns at our German mills. Our raw material inventories
increased to €25.2 million in the current quarter from €21.0 million at the end
of the second quarter of 2009 as a result of lower production and commencement
of our regular seasonal build-up.
Costs and expenses in the third quarter of 2009 decreased to €156.7 million from
€175.0 million in the comparative period of 2008, primarily due to lower pulp
production and operating costs.
In the third quarter of 2009, operating depreciation and amortization decreased
slightly to €13.4 million from €14.0 million in the same quarter last year.
Overall, our fiber costs decreased by approximately 17.9% in the third quarter
of 2009 from the same period in 2008. Fiber costs at our German mills were lower
as demand from the European board industry remains limited. At our Celgar mill,
fiber costs continue to benefit from improved woodroom performance and decreased
reliance on fiber sourced from third party field chippers. As we move into the
final quarter of the year, we expect some upward pressure in pricing for our
German mills due to restocking by pulp and paper producers, seasonal demand for
firewood and low harvesting rates.
For the third quarter of 2009, we recorded an operating loss of €0.5 million
compared to operating income of €9.9 million in the comparative quarter of 2008,
primarily due to lower price realizations.
Interest expense in the third quarter of 2009 decreased marginally to
€16.1 million from €16.4 million in the comparative quarter of 2008.
Our Stendal mill recorded an unrealized loss of €3.3 million on its interest
rate derivatives at the end of the current quarter, compared to an unrealized
loss of €8.2 million in the same period last year.
In the third quarter of 2009, we recorded a foreign exchange gain of
€3.8 million on our foreign currency denominated debt compared to a loss of
€9.6 million in the same period of 2008.
In the third quarter of 2009, the noncontrolling shareholder's interest in the
Stendal mill's loss was €1.9 million, compared to €3.3 million in the same
quarter last year.
We reported a net loss attributable to common shareholders for the third quarter
of 2009 of €14.1 million, or €0.39 per basic and diluted share. In the third
quarter of 2008, net loss attributable to common shareholders was €17.2 million,
or €0.47 per basic and diluted share. We adopted the guidance in ASC 810-10-65
regarding "noncontrolling interest" on January 1, 2009. This adoption resulted
in retrospective presentation and disclosure changes to our December 31, 2008
consolidated balance sheet. Additionally, commencing January 1, 2009, we have
followed such guidance prospectively. For more information, please see Note 10
to the interim consolidated financial statements included elsewhere herein.
Operating EBITDA in the third quarter of 2009 was €13.0 million compared to
Operating EBITDA of €3.9 million in the prior quarter and €24.0 million in the
third quarter of 2008. Operating EBITDA is defined as operating income
(loss) plus depreciation and amortization and non-recurring capital asset
impairment charges. Management uses Operating EBITDA as a benchmark measurement
of its own operating results, and as a benchmark relative to its competitors.
Management considers it to be a meaningful supplement to operating income as a
performance measure primarily because depreciation expense and non-recurring
capital asset impairment charges are not an actual cash cost, and depreciation
expense varies widely from company to company in a manner that management
considers largely independent of the underlying cost efficiency of their
operating facilities. In addition, we believe Operating EBITDA is commonly used
by securities analysts, investors and other interested parties to evaluate our
financial performance.
FORM 10-Q
QUARTERLY REPORT - PAGE 31
Operating EBITDA does not reflect the impact of a number of items that affect
our net income, including financing costs and the effect of derivative
instruments. Operating EBITDA is not a measure of financial performance under
the accounting principles generally accepted in the United States of America
("GAAP"), and should not be considered as an alternative to net income (loss)
attributable to common shareholders or income from operations as a measure of
operational performance, nor as an alternative to net cash from operating
activities as a measure of liquidity.
Operating EBITDA has significant limitations as an analytical tool, and should
not be considered in isolation, or as a substitute for analysis of our results
as reported under GAAP. Some of these limitations are that Operating EBITDA does
not reflect: (i) our cash expenditures, or future requirements, for capital
expenditures or contractual commitments; (ii) changes in, or cash requirements
for, working capital needs; (iii) the significant interest expense, or the cash
requirements necessary to service interest or principal payments, on our
outstanding debt; (iv) noncontrolling interests on our Stendal mill operations;
(v) the impact of realized or marked to market changes in our derivative
positions, which can be substantial; and (vi) the impact of impairment charges
against our investments or assets. Because of these limitations, Operating
EBITDA should only be considered as a supplemental operational performance
measure and should not be considered as a measure of liquidity or cash available
to us to invest in the growth of our business. See the Statement of Cash Flows
set out in our interim consolidated financial statements included herein.
Because all companies do not calculate Operating EBITDA in the same manner,
Operating EBITDA as calculated by us may differ from Operating EBITDA or EBITDA
as calculated by other companies. We compensate for these limitations by using
Operating EBITDA as a supplemental measure of our operational performance and
relying primarily on our GAAP financial statements.
The following table provides a reconciliation of net income (loss) attributable
to common shareholders to operating income (loss) and Operating EBITDA for the
periods indicated:
Three Months Ended
September 30,
2009 2008
(in thousands)
Net income (loss) attributable to common shareholders € (14,112 ) € (17,173 )
Net income (loss) attributable to noncontrolling interest (1,937 ) (3,290 )
Income taxes (benefits) (57 ) (5,913 )
Interest expense 16,085 16,424
Investment (income) loss (20 ) 2,031
Foreign exchange (gain) loss on debt (3,779 ) 9,560
Unrealized (gain) loss on derivative instruments 3,327 8,215
Operating income (loss) (493 ) 9,854
Add: Depreciation and amortization 13,447 14,103
Operating EBITDA € 12,954 € 23,957
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Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30,
2008
Pulp revenues for the nine months ended September 30, 2009 decreased by
approximately 20.1% to €422.4 million from €528.3 million in the comparative
period of 2008, primarily due to lower pulp prices. Revenues from the sale of
excess energy increased by approximately 61.5% in the first nine months of 2009
to €32.3 million from €20.0 million in the same period last year as our German
mills benefit from the higher biomass energy tariffs under Germany's Renewable
Energy Resources Act.
FORM 10-Q
QUARTERLY REPORT - PAGE 32
Pulp sales volume increased to 1,093,664 ADMTs in the first nine months of 2009
from 1,059,212 ADMTs in the comparative period of 2008, primarily as a result of
strong sales to China in the second and third quarters. In the first nine months
of 2009, average pulp sales realizations decreased by approximately 22.9% to
€380 per ADMT from €493 per ADMT in the same period last year, primarily due to
lower pulp prices.
Pulp prices were lower in the first nine months of 2009 as a result of the
impact of the global recession on world pulp markets. List prices for NBSK pulp
in Europe were approximately €459 ($627) per ADMT in the first nine months of
2009 compared to approximately €582 ($886) per ADMT in the same period of 2008.
Pulp production decreased to 1,040,582 ADMTs in the first nine months of 2009
from 1,086,078 ADMTs in the same period of 2008 primarily as a result of
scheduled maintenance shutdowns. We took 33 days of scheduled maintenance
downtime at our mills in the first nine months of 2009, compared to 22 days in
the same period last year.
Costs and expenses in the first nine months of 2009 decreased to €477.3 million
from €513.6 million in the comparative period of 2008, primarily as a result of
lower pulp production and operating costs.
In the first nine months of 2009, operating depreciation and amortization
decreased slightly to €40.3 million from €41.7 million in the comparative period
of 2008.
Overall, our fiber costs decreased by approximately 14.8% in the first nine
months of 2009 from the same period in 2008. Fiber costs at our German mills
were lower throughout the first nine months of 2009 as a result of sustained
weak demand from the European board industry. At our Celgar mill fiber costs are
benefiting from efficiency improvements made to the mill's woodroom and other
fiber initiatives. As we move into the fourth quarter, we expect some upward
pressure in pricing for our German mills due to restocking by pulp and paper
producers, seasonal demand for firewood and low harvesting rates.
For the first nine months of 2009, we recorded an operating loss of
€22.6 million compared to operating income of €34.7 million in the comparative
period of 2008, primarily due to lower price realizations. We adopted the
guidance in ASC 810-10-65 regarding "noncontrolling interest" on January 1,
2009. This adoption resulted in retrospective presentation and disclosure
changes to our December 31, 2008 consolidated balance sheet. Additionally,
commencing January 1, 2009, we have followed such guidance prospectively. For
more information, please see Note 10 to the interim consolidated financial
statements included elsewhere herein.
Interest expense in the first nine months of 2009 was largely the same at
€49.0 million and €49.1 million in the comparative period of 2008.
Our Stendal mill recorded an unrealized loss of €10.9 million on our interest
rate derivatives during the first nine months of 2009 compared to an unrealized
gain of €4.5 million in the same period last year.
In the first nine months of 2009, we recorded a gain of €4.5 million on our
foreign currency denominated debt compared to a loss of €3.3 million in the same
period of 2008.
FORM 10-Q
QUARTERLY REPORT - PAGE 33
In the first nine months of 2009, the noncontrolling shareholder's interest in
the Stendal mill's loss for the period was €11.2 million, compared to a loss of
€3.0 million in the same period last year.
We reported a net loss attributable to common shareholders for the first nine
months of 2009 of €64.9 million, or €1.79 per basic and diluted share. In the
first nine months of 2008, we reported a net loss attributable to common
shareholders of €13.4 million, or €0.37 per basic and diluted share.
In the first nine months of 2009, we reported Operating EBITDA of €17.9 million
compared to Operating EBITDA of €76.6 million in the nine months ended
September 30, 2008. Operating EBITDA is defined as operating income (loss) plus
depreciation and amortization and non-recurring capital asset impairment
charges. Operating EBITDA has significant limitations as an analytical tool, and
should not be considered in isolation, or as a substitute for analysis of our
results as reported under GAAP. See the discussion of our results for the three
months ended September 30, 2009 for additional information relating to such
limitations and Operating EBITDA.
The following table provides a reconciliation of net income (loss) attributable
to common shareholders to operating income (loss) and Operating EBITDA for the
periods indicated:
Nine Months Ended
September 30,
2009 2008
(in thousands)
Net income (loss) attributable to common shareholders € (64,938 ) € (13,433 )
Net income (loss) attributable to noncontrolling interest (11,195 ) (3,037 )
Income taxes (benefits) (4,862 ) 3,050
Interest expense 48,953 49,057
Investment (income) loss 3,044 300
Foreign exchange (gain) loss on debt (4,533 ) 3,291
Unrealized (gain) loss on derivative instruments 10,889 (4,515 )
Operating income (loss) (22,642 ) 34,713
Add: Depreciation and amortization 40,518 41,879
Operating EBITDA € 17,876 € 76,592
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Liquidity and Capital Resources
The following table is a summary of selected financial information for the
periods indicated:
As at As at
September 30, December 31,
2009 2008
(in thousands)
Financial Position
Cash and cash equivalents € 51,275 € 42,452
Cash, restricted - 13,000
Working capital 70,163 154,374
Property, plant and equipment 874,830 881,704
Total assets 1,085,649 1,151,600
Long-term liabilities 876,916 914,970
Total equity 80,417 132,103
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FORM 10-Q
QUARTERLY REPORT - PAGE 34
Sources and Uses of Funds
Our principal sources of funds are cash flows from operations, cash on hand, the
revolving working capital loan facility for our Celgar mill ("Celgar Loan
Facility"), and the new €25.0 million replacement revolving working capital loan
facility for our Rosenthal mill ("Rosenthal Loan Facility") we put into place in
the third quarter of 2009. Our principal uses of funds consist of operating and
capital expenditures, payments of principal and interest on the project loan
facility relating to our Stendal mill ("Stendal Loan Facility") and interest
payments on our outstanding 9.25% senior notes ("Senior Notes") and 8.5%
convertible notes ("Convertible Notes").
In October 2009 we received notification from the Department of Natural
Resources Canada ("NRCan") that our Celgar mill has been allocated approximately
C$57.7 million in credits under the Canadian government's Pulp and Paper Green
Transformation Program (the "GTP") announced earlier this year. The GTP's
objective is to improve the environmental performance of Canada's pulp and paper
industry by funding, by way of government grants, approved capital projects with
environmental benefits, such as investments in energy efficiency. Funding
credits under the GTP are based on a mill's production of black liquor, a
byproduct of the pulping process, between January 1 and December 31, 2009. We
have submitted the green energy project at the Celgar mill (the "Celgar Energy
Project") for approval as an eligible project under the GTP and if approved
expect to complete construction of the Celgar Energy Project with funding from
such GTP credits. However, while we believe that the Celgar Energy Project
qualifies as an eligible project under the GTP, the timing and final amount of
funding the Celgar mill will receive for the Celgar Energy Project will not be
known until a contribution agreement with NRCan has been put in place. We
currently expect to finalize a contribution agreement in the fourth quarter. In
addition we expect that the Celgar Energy Project will not utilize the full
amount of credits allocated to the Celgar mill. Any remaining credits will be
available for use by the Celgar mill on other eligible projects, until March 31,
2012. We are currently in the process of identifying additional opportunities to
utilize such funding.
The credits under the GTP, when received by our Celgar mill, will not be
reported in our income but rather will reduce the cost basis of the assets
acquired.
The Celgar Energy Project was commenced by our Celgar mill in mid-2008 to
increase its production of "green" energy and optimize its power generation
capacity. The project includes the installation of a 48 MW condensing turbine,
which is expected to bring the mill's installed generating capacity up to
100 MW, and upgrades to the mill's bark boiler and steam consuming facilities.
In January 2009 the Celgar mill finalized an electricity purchase agreement (the
"EPA"), with B.C. Hydro, British Columbia's primary public utility provider, for
the sale of power generated from the Celgar Energy Project. Under the EPA, the
Celgar mill is set to supply a minimum of approximately 238,000 MWh of surplus
electrical energy annually to the utility over a ten-year term.
If we conclude a contribution agreement with NRCan as currently expected in the
fourth quarter of 2009, we expect to complete the Celgar Energy Project in or
about July 2010 and commence power sales under the EPA the following month.
Upon completion of the Celgar Energy Project and based upon our Celgar mill
operating at or around current production levels, we currently estimate that
surplus power sales pursuant to the EPA will generate between approximately
C$20.0 to C$25.0 million in annual revenues for our Celgar mill. Such revenues
will be generated without any material incremental costs to the mill.
When completed, the Celgar Energy Project is expected to provide the Celgar mill
with a new stable revenue source from power sales unrelated to pulp prices. We
believe that this revenue source will provide our Celgar mill with a competitive
advantage over other older North American pulp mills which do not have the
equipment or capacity to produce and/or sell surplus power in a meaningful
amount.
As at September 30, 2009, our cash and cash equivalents were €51.3 million,
compared to €42.5 million at the end of 2008 and we had working capital of
€70.2 million compared to €154.4 million at the end of 2008. The decrease in
working capital includes €14.0 million of higher current indebtedness resulting
from the reclassification of the Celgar Loan Facility, which matures in May
2010, to a current liability. The lower working capital also reflects
improvements in fiber supply chain management and a rebalancing of finished
goods inventories from the very high levels we experienced at the end of 2008
amid plummeting world pulp markets.
As at September 30, 2009, we had fully drawn the debt service reserve account
("DSRA") under the Stendal Loan Facility compared to having restricted cash of
€13.0 million in the DSRA at December 31, 2008, in order to partially fund
scheduled payments under the Stendal Loan Facility.
The Stendal Loan Facility is provided by a syndicate of eleven financial
institutions and the Celgar Loan Facility and Rosenthal Loan Facility are each
provided by one financial institution. We have not to date experienced any
reductions in credit availability with respect to these loan facilities.
However, if any of these financial institutions were to default on their
commitment to fund, we could be adversely affected. On November 1, 2009, CIT
Group Inc. ("CIT"), which, along with a major Canadian chartered bank, is a
joint owner of the lender under our Celgar Loan Facility, filed for Chapter 11
bankruptcy protection in the United States as part of a pre-packaged
reorganization plan. None of CIT's subsidiaries were included in the Chapter 11
filing. As a result, we do not expect CIT's bankruptcy proceedings to adversely
impact the Celgar mill's ability to access funds under the Celgar Loan Facility.
During the third quarter we completed the refinancing of the Rosenthal Loan
Facility, which will now mature in December 2012. As part of this refinancing,
Rosenthal also entered into a four-year amortizing €4.4 million term loan (the
"Rosenthal Term Loan") for the financing of approximately 85% of a wash press
project at the mill. The Rosenthal Term Loan is repayable in eight equal
consecutive semi-annual payments commencing August 2010.
FORM 10-Q
QUARTERLY REPORT - PAGE 35
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