Press ReleaseSource: Mercer International Inc.

Mercer International Inc. Reports 2008 Third Quarter Results
Monday October 27, 2008 5:40 pm ET

NEW YORK, Oct. 27, 2008 (GLOBE NEWSWIRE) -- Mercer International Inc. (NasdaqGM:MERC - News) (Toronto:MRI-U.TO - News) today reported results for the third quarter of 2008. Revenues and Operating EBITDA in the third quarter of 2008 decreased to EUR 178.6 million (US$268.2 million) and EUR 24.0 million (US$36.0 million) from EUR 191.1 million (US$262.9 million) and EUR 35.8 million (US$49.3 million), respectively, in the third quarter of 2007 as we were impacted by significantly less favorable market conditions in the latter half of the current quarter. Operating EBITDA is defined on page 4 of this press release and reconciled to net income from continuing operations on page 7 of the financial tables in this press release.

Summary Financial Highlights



                                           Q3         Q2         Q3
                                          2008       2008       2007
                                         ------     ------     ------
                                         (in millions of Euro, except
                                          where otherwise stated)
 Revenues                                 178.6      170.6      191.1
 Operating income from continuing
  operations                                9.9        6.2       21.5
 Operating EBITDA                          24.0       19.8       35.8
 Unrealized gain (loss) on derivative
  instruments                              (8.2)      20.6       (5.7)
 Foreign exchange gain (loss) on debt      (9.6)       0.2        4.6
 Net income (loss) from continuing
  operations                              (17.2)       0.9       10.7
 Net income (loss) per share
      Basic                               (0.47)      0.02       0.29
      Diluted                             (0.47)      0.02       0.26
 Cash                                      75.8       83.3       69.4
 Working capital                          173.1      169.5      150.7

Summary Operating Highlights



                                           Q3         Q2         Q3
                                          2008       2008       2007
                                         ------     ------     ------
 Pulp Production ('000 ADMTs)             368.4      356.8      361.0
 Scheduled Production Downtime
  ('000 ADMTs)                              9.0       15.0        8.0
 Pulp Sales ('000 ADMTs)                  363.8      347.3      363.5
 NBSK pulp list price in Europe
  (US$/ADMT)                                878        900        810
 NBSK pulp list price in Europe (EUR/ADMT)  585        576        589
 Average pulp sales realizations
  (EUR/ADMT)(1)                             484        485        520
 Average Spot Currency Exchange Rates:
 EUR / $(2)                              0.6658     0.6401     0.7268
 C$ / $(2)                               1.0416     1.0099     1.0446
 C$ / EUR(3)                             1.5620     1.5783     1.4367

 -----------------------------
 (1)  List price, less discounts and commissions.
 (2)  Average Federal Reserve Bank of New York noon spot rate over the 
      reporting period.
 (3)  Average Bank of Canada noon spot rate over the reporting period.

President's Comments

Mr. Jimmy S.H. Lee, President and Chairman, stated: ``Our mills operationally performed well in the current quarter and our Celgar mill achieved a record production month. Our energy initiatives, including the Celgar green-energy project, are progressing as planned and we currently expect revenues from sales of surplus energy by our German mills to increase by approximately EUR 16.0 million per annum beginning in January 2009 with the anticipated implementation of higher biomass energy tariffs under Germany's Renewable Energy Resources Act.''

Mr. Lee continued: ``While we are monitoring and evaluating the risk posed by the instability in global financial markets to us as well as to our customers and suppliers we currently believe that our financial position is solid and that we are currently well-positioned to weather this economic downturn. At the end of the current quarter we had cash and cash equivalents of EUR 75.8 million, working capital of EUR 173.1 million and approximately EUR 43.0 million available in undrawn lines of credit.''

Mr. Lee added: ``Slowing global economies are having an adverse impact on pulp demand and prices which have sharply declined over the past month. However, the recent strengthening of the U.S. dollar versus the Euro and the Canadian dollar, which since the end of the third quarter to date have decreased by approximately 11.3% and 20.2%, respectively, in value against the U.S. dollar, is helping to offset pulp price decreases. A stronger U.S. dollar is beneficial to us because, although NBSK pulp is primarily quoted in U.S. dollars, our production costs are principally incurred in Euros and Canadian dollars. We also currently expect that the prevailing market conditions will exert downward pressure on a number of our costs such as freight and fiber costs.''

Mr. Lee concluded: ``Although we expect the current market weakness to continue in the near term, we will keep managing those areas of our business that we can control and focus on our strategic operating initiatives. Our underlying business remains strong and the low-cost nature of our mills will continue to provide us with competitive strengths over other higher cost producers, some of whom we believe to be sustaining cash losses and who may begin taking production downtime as a result of today's challenging market environment. We currently believe that a rebalancing among producers in the industry will help contribute to a recovery of pulp prices and that we will be well-positioned to realize on such price improvements when the market turns.''

Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007

Revenues for the three months ended September 30, 2008 decreased by 6.5% to EUR 178.6 million from EUR 191.1 million in the comparative period of 2007, due to the weaker U.S. dollar relative to the Euro which more than offset higher pulp prices.

Pulp production increased to 368,378 ADMTs in the current quarter, from 360,986 ADMTs in the same quarter of 2007 as all of our mills generally performed well. We took a total of 10 days scheduled maintenance downtime at our mills in the current quarter and expect to take 12 days at our Stendal mill in the fourth quarter.

Pulp sales volume remained largely unchanged at 363,775 ADMTs in the current quarter compared to 363,523 ADMTs in the comparative period of 2007. Average pulp sales realizations were EUR 484 per ADMT in the current quarter of 2008 compared to EUR 520 per ADMT in the third quarter of 2007 as higher pulp prices were more than offset by the weakness in the U.S. dollar during the period.

Costs and expenses in the third quarter of 2008 decreased marginally to EUR 168.7 million from EUR 169.7 million in the comparative period of 2007.

On average, our fiber costs increased by approximately 2.6% in the third quarter of 2008 from the same period of 2007. In Germany fiber costs decreased slightly as the sustained production curtailments by large parts of the European board industry continue and demand for fiber remains generally low. Fiber costs at our Celgar mill increased in the current quarter from the prior quarter and the same period last year as a result of increased whole log chipping and higher freight costs incurred in the delivery of wood chips to the mill. Overall, we currently expect fiber prices in Germany in the fourth quarter and early part of 2009 to remain generally level with third quarter prices. Fiber costs at our Celgar mill are also expected to remain at current levels in the near term and to decrease as we move into 2009 as a result of fiber initiatives implemented at the mill including improvements in transportation logistics and woodroom efficiencies.

During the third quarter of 2008, our raw material inventories increased to EUR 47.0 million from EUR 30.8 million at the end of the second quarter of 2008 as we built up inventories in preparation for the slower winter harvesting season. Our pulp inventories increased to EUR 57.1 million in the third quarter of 2008 from EUR 52.2 million at the end of the prior quarter. Pulp inventories at our Celgar mill increased as sales to China slowed considerably in the latter part of the third quarter as a result of the build-up of pulp stocks by Chinese buyers earlier this year. Pulp inventories at our Rosenthal and Stendal mills were generally consistent with the second quarter.

In the current quarter, sales of surplus energy were approximately 7.2% higher than in the third quarter of 2007.

For the third quarter of 2008, operating income from continuing operations decreased to EUR 9.9 million from EUR 21.5 million in the comparative quarter of 2007, primarily due to lower sales realizations.

Interest expense in the third quarter of 2008 decreased to EUR 16.4 million from EUR 17.3 million in the comparative quarter of 2007, primarily due to lower levels of borrowing.

We recorded an unrealized loss of EUR 8.2 million before minority interests on our interest rate derivatives at the end of the current quarter, compared to an unrealized loss of EUR 5.7 million before minority interests in the same quarter of last year. We recorded a foreign exchange loss on our debt of EUR 9.6 million in the third quarter of 2008 compared to a gain of EUR 4.6 million in the same period last year.

In the third quarter of 2008, the minority shareholder's interest in the Stendal loss was EUR 3.3 million, compared to EUR 0.7 million of income in the same quarter of last year.

In the third quarter of 2008, Operating EBITDA was EUR 24.0 million compared to EUR 35.8 million in the third quarter of 2007 and EUR 19.8 million in the prior quarter of 2008. Operating EBITDA is defined as operating income (loss) from continuing operations plus depreciation and amortization and non-recurring capital asset impairment charges. Management uses Operating EBITDA as a benchmark measurement of its own operating results, and as a benchmark relative to its competitors. Management considers it to be a meaningful supplement to operating income as a performance measure primarily because depreciation expense and non-recurring capital asset impairment charges are not an actual cash cost, and depreciation expense varies widely from company to company in a manner that management considers largely independent of the underlying cost efficiency of their operating facilities. In addition, we believe Operating EBITDA is commonly used by securities analysts, investors and other interested parties to evaluate our financial performance.

Operating EBITDA does not reflect the impact of a number of items that affect our net income, including financing costs and the effect of derivative instruments. Operating EBITDA is not a measure of financial performance under GAAP, and should not be considered as an alternative to net income or income from operations as a measure of performance, nor as an alternative to net cash from operating activities as a measure of liquidity. Operating EBITDA has significant limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. For a reconciliation of net income to Operating EBITDA, see page 7 of the financial tables included in this press release.

We reported a net loss from continuing operations for the third quarter of 2008 of EUR 17.2 million, or EUR 0.47 per basic and diluted share, as compared to net income from continuing operations of EUR 10.7 million, or EUR 0.30 per basic share and EUR 0.26 per diluted share in the third quarter of 2007. As at September 30, 2008 and 2007, respectively, we had 36,422,487 and 36,285,027 common shares outstanding.

Capital Resources

Given the unprecedented events in the financial markets over the past few weeks, we are providing additional information concerning our capital resources as well as our long-term debt commitments.

The following table is a summary of selected financial information for the periods indicated:



                                           As at             As at
                                        September 30,     December 31,
                                            2008              2007
                                        ------------      ------------
                                                (in thousands)
 Financial Position
 Cash and cash equivalents              EUR   75,779      EUR   84,848
 Working capital                             173,132           168,743
 Property, plant and equipment               904,653           933,258
 Total assets                              1,249,708         1,283,517
 Long-term liabilities                       872,743           885,339
 Shareholders' equity                        252,096           276,662

As at September 30, 2008, our cash and cash equivalents were EUR 75.8 million, working capital was EUR 173.1 million and we had approximately EUR 43.0 million in available undrawn lines of credit.

Government Grants

A significant portion of the capital investments at our German mills, including the construction of the Stendal mill, were financed through grants from the German federal and state governments. Since 1999, our German mills have benefited from an aggregate EUR 383.0 million in such government grants. We do not report these grants in our income but rather account for them as a reduction of the cost basis of the assets purchased when the grants are received. As a result, the assets reflected in our financial assets are net of these grants.

Stendal Project Debt

The largest portion of our long-term debt is the project loan facility (the ``Stendal Facility''), established by our 70% owned subsidiary, Stendal, to build and operate the Stendal mill. The Stendal Facility is non-recourse to Mercer Inc. and our other operating subsidiaries and mills. As the Stendal Facility is guaranteed up to 80% by German federal and state governments, it benefits from lower interest costs and other credit terms that would not otherwise be available. As at September 30, 2008, the amount outstanding was EUR 531.0 million. The Stendal Facility is amortizing debt and matures in 2017.

Other Indebtedness

Both our Rosenthal and Celgar mills have working capital facilities in place which mature in February 2010 and May 2009, respectively. As at September 30, 2008, we had not drawn any amount under the EUR 40.0 million Rosenthal facility and had drawn approximately C$35.2 million under the C$40.0 million Celgar facility.

We have US$310.0 million (EUR 220.2 million) in principal amount of unsecured senior notes, or Senior Notes, outstanding which mature in February 2013 and for which we pay interest at the rate of 9.25% on February 15 and August 15 of each year. While the indenture governing our Senior Notes limits, among other things, our ability to incur additional indebtedness and pay dividends, it does not contain any financial ``maintenance'' covenants and there are no scheduled principal payments until maturity.

In addition, we have US$67.3 million (EUR 47.8 million) in principal amount of unsecured convertible notes, or Convertible Notes, which mature in October 2010. We pay interest on the Convertible Notes semi-annually on April 15 and October 15 of each year at the rate of 8.5%. The indenture governing these notes also does not impose financial ``maintenance'' covenants on us.

Restricted Group / Unrestricted Group

As a result of the ``project'' type financing arranged by our 70% subsidiary, Stendal, to build the Stendal mill, pursuant to the terms of our Senior Notes we have established a debt capital structure which essentially bifurcates our Company into two groups, a ``Restricted Group'' and an ``Unrestricted Group.'' The Restricted Group is comprised of Mercer Inc., our Rosenthal and Celgar mills and certain holding subsidiaries. The Unrestricted Group is comprised of the Stendal mill and certain holding subsidiaries. This structure was implemented in part to ``ring-fence'' and isolate the non-recourse project debt of Stendal. We report our results of operations on a consolidated basis and, pursuant to the terms of the Senior Notes, separately for our Restricted Group.

The following table is a summary of selected financial information for the Restricted Group for the periods indicated.



                                           As at             As at
                                        September 30,     December 31,
                                            2008              2007
                                        ------------      ------------
                                                (in thousands)
 Financial Position
 Cash and cash equivalents              EUR   61,689      EUR   59,371
 Working capital                             136,895           120,486
 Property, plant and equipment               370,672           385,569
 Total assets                                641,845           627,854
 Long-term liabilities                       329,397           305,158
 Shareholders' equity                        261,754           278,582

As at September 30, 2008, our Restricted Group had cash and cash equivalents of EUR 61.7 million, working capital of EUR 136.9 million and approximately EUR 43.0 million in available undrawn lines of credit.

Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30, 2007

Revenues for the nine months ended September 30, 2008 decreased to EUR 528.3 million from EUR 537.2 million in the comparative period of 2007, as higher sales volumes and pulp prices were more than offset by the weaker U.S. dollar versus the Euro.

Operating EBITDA was EUR 76.6 million in the first nine months of 2008 compared to EUR 89.1 million in the nine months ended September 30, 2007. 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 third quarter of 2008 for additional information relating to Operating EBITDA and page 7 of the financial tables for a reconciliation to net income from continuing operations.

We reported net loss from continuing operations for the first nine months of 2008 of EUR 13.4 million, or EUR 0.37 per basic and diluted share. In the first nine months of 2007, we reported net income from continuing operations of EUR 15.1 million, or EUR 0.42 per basic share and EUR 0.40 per diluted share.

Earnings Release Call

In conjunction with this release, Mercer International Inc. will host a conference call, which will be simultaneously broadcast live over the Internet. Management will host the call, which is scheduled for Tuesday, October 28, 2008 at 10:00 AM (Eastern Daylight Time). Listeners can access the conference call live and archived through November 28, 2008, over the Internet at http://investor.shareholder.com/media/eventdetail.cfm?mediaid=33609&c=MERC&mediakey=EA9C777BCE92CA0E80F3CFA153ED15FD&e=0 or through a link on the Company's News/Financial page at http://www.mercerint.com/s/NewsReleases.asp. Please allow 15 minutes prior to the call to visit the site and download and install any necessary audio software. A replay of this call will be available approximately two hours after the live call ends until November 4, 2008 at 11:59 PM (Eastern Daylight Time). The replay number is (800) 642-1687 for domestic callers or (706) 645-9291 for international callers, and the passcode is 68980180.

Mercer International Inc. is a global pulp manufacturing company. To obtain further information on the company, please visit its web site at http://www.mercerint.com.

The preceding includes forward looking statements which involve known and unknown risks and uncertainties which may cause our actual results in future periods to differ materially from forecasted results. Among those factors which could cause actual results to differ materially are the following: the highly cyclical nature of our business, raw material costs, our level of indebtedness, competition, foreign exchange and interest rate fluctuations, our use of derivatives, expenditures for capital projects, environmental regulation and compliance, disruptions to our production, market conditions and other risk factors listed from time to time in our SEC reports.



                         MERCER INTERNATIONAL INC.

                   INTERIM CONSOLIDATED BALANCE SHEETS
                              (Unaudited)
                        (In thousands of Euros)


                                        September 30,     December 31,
                                             2008             2007
                                        ------------      -----------
 ASSETS                                                  
 Current assets                                          
  Cash and cash equivalents                  75,779           84,848
  Receivables                                81,503           89,890
  Note receivable, current portion              628            5,896
  Inventories                               129,965          103,610
  Prepaid expenses and other                 10,126            6,015
                                        -----------       ---------- 
 Total current assets                       298,001          290,259
                                        -----------       ---------- 
 Long-term assets                                        
  Cash, restricted                           13,000           33,000
  Property, plant and equipment             904,653          933,258
  Investments                                   646               96
  Deferred note issuance and other costs      4,326            5,303
  Deferred income tax                        25,432           17,624
  Note receivable, less current portion       3,650            3,977
                                        -----------       ---------- 
                                            951,707          993,258
                                        -----------       ---------- 
 Total assets                             1,249,708        1,283,517
                                        ===========       ========== 
                                                         
 LIABILITIES                                             
 Current liabilities                                     
  Accounts payable and accrued expenses      87,315           87,000
  Pension and other post-retirement                      
   benefit obligations, current portion         955              493
  Debt, current portion                      36,599           34,023
                                        -----------       ---------- 
 Total current liabilities                  124,869          121,516
                                        -----------       ----------  
 Long-term liabilities                                   
  Debt, less current portion                795,445          815,832
  Unrealized interest rate derivative                    
   losses                                    17,370           21,885
  Pension and other post-retirement                      
   benefit obligations                       18,361           19,983
  Capital leases and other                   12,290            8,999
  Deferred income tax                        29,277           18,640
                                        -----------       ---------- 
                                            872,743          885,339
                                        -----------       ---------- 
 Total liabilities                          997,612        1,006,855
                                        -----------       ---------- 
                                                         
 SHAREHOLDERS' EQUITY                                    
 Share capital                              203,438          202,844
 Additional paid-in capital                     461              134
 Retained earnings                           23,986           37,419
 Accumulated other comprehensive income      24,211           36,265
                                        -----------       ---------- 
 Total shareholders' equity                 252,096          276,662
                                        -----------       ---------- 
 Total liabilities and shareholders'                     
  equity                                  1,249,708        1,283,517
                                        ===========       ==========

                                (1)


                        MERCER INTERNATIONAL INC.

             INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                              (Unaudited)
             (In thousands of Euros, except per share data)


                                 Three Months Ended  Nine Months Ended
                                    September 30,       September 30,
                                -------------------  -----------------
                                   2008      2007      2008      2007
                                --------   --------  -------   -------
 Revenues                        178,603   191,111   528,289   537,245

 Costs and expenses
  Operating costs                144,762   148,529   427,105   426,831
  Operating depreciation 
   and amortization               14,033    14,284    41,668    42,003
                                 -------   -------   -------   -------
                                  19,808    28,298    59,516    68,411
  Selling, general and 
   administrative expenses         9,954     6,841    24,803    22,300
  (Sale) purchase of 
   emission allowances                --        --        --      (766)
                                 -------   -------   -------   -------
 Operating income from 
  continuing operations            9,854    21,457    34,713    46,877
                                 -------   -------   -------   -------
 Other income (expense)
  Interest expense               (16,424)  (17,299)  (49,057)  (54,108)
  Investment income (loss)        (2,031)    1,491      (300)    3,786
  Foreign exchange gain 
   (loss) on debt                 (9,560)    4,626    (3,291)    7,229
  Realized gain on 
   derivative instruments             --        --        --     6,820
  Unrealized gain (loss) 
   on derivative instruments      (8,215)   (5,696)    4,515    12,156
                                 -------   -------   -------   -------
 Total other income 
  (expense)                      (36,230)  (16,878)  (48,133)  (24,117)
                                 -------   -------   -------   -------
 Income (loss) before 
  income taxes and 
  minority interest from                                               
  continuing operations          (26,376)    4,579   (13,420)   22,760
 Income tax benefit 
  (provision) - current             (231)     (144)      (68)     (877)
              - deferred           6,144     7,013    (2,982)   (5,959)
                                 -------   -------   -------   -------
 Income (loss) before 
  minority interest from 
  continuing operations          (20,463)   11,448   (16,470)   15,924
 Minority interest                 3,290      (742)    3,037      (785)
                                 -------   -------   -------   -------
 Net income (loss) from 
  continuing operations          (17,173)   10,706   (13,433)   15,139
 Net loss from 
  discontinued operations             --       (10)       --      (198)
                                 -------   -------   -------   -------
 Net income (loss)               (17,173)   10,696   (13,433)   14,941

 Retained earnings, 
  beginning of period             41,159    19,485    37,419    15,240
                                 -------   -------   -------   -------
 Retained earnings, end 
  of period                       23,986    30,181    23,986    30,181
                                 =======   =======   =======   =======
 Net income (loss) from 
  continuing operations 
  per share:
  Basic                            (0.47)     0.30     (0.37)     0.42
                                 =======   =======   =======   =======
  Diluted                          (0.47)     0.26     (0.37)     0.40
                                 =======   =======   =======   =======
 Net income (loss) per share:
  Basic                            (0.47)     0.29     (0.37)     0.41
                                 =======   =======   =======   =======
  Diluted                          (0.47)     0.26     (0.37)     0.39
                                 =======   =======   =======   =======

                                   (2)


                       MERCER INTERNATIONAL INC.

                RESTRICTED GROUP SUPPLEMENTAL DISCLOSURE
                  Combined Condensed Balance Sheet
                            (Unaudited)
                       (In thousands of Euros)

 The terms of the indenture governing our 9.25% senior unsecured notes
 require that we provide the results of operations and financial
 condition of Mercer International Inc. and our restricted subsidiaries
 under the indenture, collectively referred to as the "Restricted
 Group". As at and during the three and nine months ended September 30,
 2008 and 2007, the Restricted Group was comprised of Mercer
 International Inc., certain holding subsidiaries and our Rosenthal and
 Celgar mills. The Restricted Group excludes the Stendal mill.

                                  September 30, 2008
                ------------------------------------------------------
                 Restricted   Unrestricted                Consolidated
                    Group     Subsidiaries  Eliminations      Group
                ------------  ------------  ------------  ------------
 ASSETS                                  
                                         
 Current                                 
  Cash and cash 
   equivalents        61,689        14,090            --        75,779
  Receivables         37,388        44,115            --        81,503
  Note receiv-
   able, current                
   portion               628            --            --           628
  Inventories         80,543        49,422            --       129,965
  Prepaid 
   expenses 
   and other           7,341         2,785            --        10,126
                ------------  ------------  ------------  ------------

 Total current 
  assets             187,589       110,412            --       298,001
  Cash, 
   restricted             --        13,000            --        13,000
  Property, 
   plant and                     
   equipment         370,672       533,981            --       904,653
  Other                4,967             5            --         4,972
  Deferred 
   income tax         20,321         5,111            --        25,432
  Due from 
   unrestricted                   
   group              54,646            --       (54,646)           --
  Note receiv-
   able, less                   
   current 
   portion             3,650            --            --         3,650
                ------------  ------------  ------------  ------------
 Total assets        641,845       662,509       (54,646)    1,249,708
                ============  ============  ============  ============
 LIABILITIES                              
 Current                                  
  Accounts 
   payable and                    
   accrued 
   expenses           49,739        37,576            --        87,315
 Pension and 
  other post-
  retirement                         
  benefit obli-
  gations, 
  current 
  portion                955            --            --           955
  Debt, 
   current 
   portion                --        36,599            --        36,599
                ------------  ------------  ------------  ------------
 Total current 
  liabilities         50,694        74,175            --       124,869
  Debt, less 
   current 
   portion           291,372       504,073            --       795,445
  Due to 
   restricted 
   group                  --        54,646       (54,646)           --
  Unrealized 
   derivative 
   loss                   --        17,370            --        17,370
 Pension and 
  other post-
  retirement                         
  benefit 
  obligations         18,361            --            --        18,361
  Capital 
   leases and 
   other               7,599         4,691            --        12,290
  Deferred 
   income tax         12,065        17,212            --        29,277
                ------------  ------------  ------------  ------------
 Total liabil-
  ities              380,091       672,167       (54,646)      997,612
                ------------  ------------  ------------  ------------
                                         
 SHAREHOLDERS' 
  EQUITY                    
 Total share-
  holders' 
  equity              
  (deficit)          261,754        (9,658)           --       252,096
                ------------  ------------  ------------  ------------
 Total liabil-
  ities and                   
  shareholders' 
  equity             641,845       662,509       (54,646)    1,249,708
                ============  ============  ============  ============


                                   (3)


                       MERCER INTERNATIONAL INC.

               RESTRICTED GROUP SUPPLEMENTAL DISCLOSURE
                   Combined Condensed Balance Sheet
                             (Unaudited)
                       (In thousands of Euros)

                                  December 31, 2007
                ------------------------------------------------------
                 Restricted   Unrestricted                Consolidated
                    Group     Subsidiaries  Eliminations      Group
                ------------  ------------  ------------  ------------
 ASSETS
 Current
  Cash and cash 
   equivalents        59,371        25,477            --        84,848
  Receivables         37,482        52,408            --        89,890
  Note receiv-
   able, current 
   portion               589         5,307            --         5,896
  Inventories         63,444        40,166            --       103,610
  Prepaid 
   expenses and 
   other               3,714         2,301            --         6,015
                ------------  ------------  ------------  ------------
 Total current 
  assets             164,600       125,659            --       290,259
  Cash, 
   restricted             --        33,000            --        33,000
  Property, 
   plant and 
   equipment         385,569       547,689            --       933,258
  Other                5,399            --            --         5,399
  Deferred 
   income tax         10,852         6,772            --        17,624
  Due from 
   unrestricted 
   group              57,457            --       (57,457)           --
  Note receiv-
   able, less 
   current 
   portion             3,977            --            --         3,977
                ------------  ------------  ------------  ------------
 Total assets        627,854       713,120       (57,457)    1,283,517
                ============  ============  ============  ============

 LIABILITIES
 Current
  Accounts 
   payable and
   accrued 
   expenses           43,621        43,379            --        87,000
  Pension and 
   other post-
   retirement 
   benefit 
   obligations, 
   current 
   portion               493            --            --           493
  Debt, current 
   portion                --        34,023            --        34,023
                ------------  ------------  ------------  ------------
 Total current 
  liabilities         44,114        77,402            --       121,516
  Debt, less 
   current      
   portion           273,589       542,243            --       815,832
  Due to 
   restricted 
   group                  --        57,457       (57,457)           -- 
  Unrealized 
   derivative         
   loss                   --        21,885            --        21,885
  Pension and 
   other post-
   retirement 
   benefit
   obligations        19,983            --            --        19,983
  Capital leases 
   and other           7,033         1,966            --         8,999
  Deferred 
   income tax          4,553        14,087            --        18,640
                ------------  ------------  ------------  ------------
 Total 
  liabilities        349,272       715,040       (57,457)    1,006,855
                ------------  ------------  ------------  ------------

 SHAREHOLDERS' 
  EQUITY
 Total share-
  holders' 
  equity 
  (deficit)          278,582        (1,920)           --       276,662
                ------------  ------------  ------------  ------------
 Total liabil-
  ities and    
  shareholders' 
  equity             627,854       713,120       (57,457)    1,283,517
                ============  ============  ============  ============


                                   (4)


                       MERCER INTERNATIONAL INC.

                RESTRICTED GROUP SUPPLEMENTAL DISCLOSURE
               Combined Condensed Statements of Operations
                               (Unaudited)
                         (In thousands of Euros)

                          Three Months Ended September 30, 2008
                ------------------------------------------------------
                 Restricted   Unrestricted                Consolidated
                   Group      Subsidiaries  Eliminations     Group
                ------------  ------------  ------------  ------------
 Revenues            102,604        75,999            --       178,603
                ------------  ------------  ------------  ------------

 Operating costs      88,718        56,044            --       144,762
 Operating
  depreciation
  and
  amortization         7,333         6,700            --        14,033
 Selling,
  general and
  administrative
  expenses             6,585         3,369            --         9,954
                ------------  ------------  ------------  ------------
                     102,636        66,113            --       168,749
                ------------  ------------  ------------  ------------
     Operating
      income
      (loss)
      from
      continuing
      operations         (32)        9,886            --         9,854
                ------------  ------------  ------------  ------------

 Other income
  (expense)
   Interest
    expense           (8,617)      (10,719)        2,912       (16,424)
   Investment
    income (loss)      3,609        (2,728)       (2,912)       (2,031)
   Foreign
    exchange
    gain (loss)
    on debt           (9,560)           --            --        (9,560)
   Derivative
    financial
    instruments           --        (8,215)           --        (8,215)
                ------------  ------------  ------------  ------------
   Total other
    income
    (expense)        (14,568)      (21,662)           --       (36,230)
                ------------  ------------  ------------  ------------
     Income
      (loss)
      before
      income
      taxes and
      minority
      interest
      from
      continuing
      operations     (14,600)      (11,776)           --       (26,376)
 Income tax
  benefit
  (provision)          5,173           740            --         5,913
                ------------  ------------  ------------  ------------
     Income
      (loss)
      before
      minority
      interest
      from
      continuing
      operations      (9,427)      (11,036)           --       (20,463)
 Minority
  interest                --         3,290            --         3,290
                ------------  ------------  ------------  ------------
     Net income
      (loss)          (9,427)       (7,746)           --       (17,173)
                ============  ============  ============  ============


                        Three Months Ended September 30, 2007
                ------------------------------------------------------
                 Restricted   Unrestricted                Consolidated
                   Group       Subsidiary   Eliminations     Group
                ------------  ------------  ------------  ------------
 Revenues            106,530        84,581            --       191,111
                ------------  ------------  ------------  ------------

 Operating costs      84,545        63,984            --       148,529
 Operating
  depreciation
  and
  amortization         7,419         6,865            --        14,284
 Selling,
  general and
  administrative
  expenses             3,610         3,231            --         6,841
                ------------  ------------  ------------  ------------
                      95,574        74,080            --       169,654
                ------------  ------------  ------------  ------------
     Operating
      income
      (loss)
      from
      continuing
      operations      10,956        10,501            --        21,457
                ------------  ------------  ------------  ------------
 Other income
  (expense)
   Interest
    expense           (6,996)      (11,240)          937       (17,299)
   Investment
    income (loss)      1,321         1,107          (937)        1,491
   Foreign
    exchange
    gain (loss)
    on debt            4,545            81            --         4,626
   Derivative
    financial
    instruments,
    net                   --        (5,696)           --        (5,696)
                ------------  ------------  ------------  ------------
   Total other
    income
    (expense)         (1,130)      (15,748)           --       (16,878)
                ------------  ------------  ------------  ------------
     Income
      (loss)
      before
      income
      taxes and
      minority
      interest
      from
      continuing
      operations       9,826        (5,247)           --         4,579
 Income tax
  benefit
  (provision)           (783)        7,652            --         6,869
                ------------  ------------  ------------  ------------
     Income
      before
      minority
      interest
      from
      continuing
      operations       9,043         2,405            --        11,448
 Minority
  interest                --          (742)           --          (742)
                ------------  ------------  ------------  ------------
     Net income
      (loss)
      from
      continuing
      operations       9,043         1,663            --        10,706
     Net income
      (loss)
      from
      dis-
      continued
      operations         (10)           --            --           (10)
                ------------  ------------  ------------  ------------
     Net income        9,033         1,663            --        10,696
                ============  ============  ============  ============


                                   (5)


                       MERCER INTERNATIONAL INC.

                RESTRICTED GROUP SUPPLEMENTAL DISCLOSURE
               Combined Condensed Statements of Operations
                               (Unaudited)
                         (In thousands of Euros)

                          Nine Months Ended September 30, 2008
                ------------------------------------------------------
                 Restricted   Unrestricted                Consolidated
                    Group     Subsidiaries  Eliminations      Group
                ------------  ------------  ------------  ------------
 Revenues            301,400       226,889            --       528,289
                ------------  ------------  ------------  ------------

 Operating costs     254,312       172,793            --       427,105
 Operating
  depreciation
  and
  amortization        21,528        20,140            --        41,668
 Selling,
  general and
  administrative
  expenses            15,194         9,609            --        24,803
 (Sale) purchase
   of emission
   allowances             --            --            --            --
                ------------  ------------  ------------  ------------
                     291,034       202,542            --       493,576
                ------------  ------------  ------------  ------------
     Operating
      income
      (loss)from
      continuing
      operations      10,366        24,347            --        34,713
                ------------  ------------  ------------  ------------

 Other income
  (expense)
   Interest
    expense          (19,769)      (32,200)        2,912       (49,057)
   Investment
    income
    (loss)             4,972        (2,360)       (2,912)         (300)
   Foreign
    exchange
    gain (loss)
    on debt           (3,181)         (110)           --        (3,291)
   Derivative
    financial
    instruments           --         4,515            --         4,515
                ------------  ------------  ------------  ------------
   Total other
    income
    (expense)        (17,978)      (30,155)           --       (48,133)
                ============  ============  ============  ============
     Income
      (loss)
      before
      income
      taxes and
      minority
      interest        (7,612)       (5,808)           --       (13,420)
 Income tax
  benefit
 (provision)           1,716        (4,766)           --        (3,050)
                ------------  ------------  ------------  ------------
     Income
      (loss)
       before
       minority
       interest       (5,896)      (10,574)           --       (16,470)
 Minority
  interest                --         3,037            --         3,037
                ------------  ------------  ------------  ------------
     Net income
      (loss)          (5,896)       (7,537)           --       (13,433)
                ============  ============  ============  ============

                         Nine Months Ended September 30, 2007
                ------------------------------------------------------
                 Restricted   Unrestricted                Consolidated
                    Group      Subsidiary   Eliminations     Group
                ------------  ------------  ------------  ------------
 Revenues            310,770       226,475            --       537,245
                ------------  ------------  ------------  ------------

 Operating costs     248,292       178,539            --       426,831
 Operating
  depreciation
  and
  amortization        21,080        20,923            --        42,003
 Selling,
  general and
  administrative
  expenses            12,315         9,985            --        22,300
 (Sale) purchase
  of emission
  allowances            (268)         (498)           --          (766)
                ------------  ------------  ------------  ------------
                     281,419       208,949            --       490,368
                ------------  ------------  ------------  ------------
     Operating
      income
      (loss)
      from
      continuing
      operations      29,351        17,526            --        46,877
                ------------  ------------  ------------  ------------
 Other income
  (expense)
   Interest
    expense          (21,414)      (35,472)        2,778       (54,108)
   Investment
    income             3,761         2,803        (2,778)        3,786
   Foreign
    exchange
    gain (loss)
    on debt            6,808           421            --         7,229
   Derivative
    financial
    instruments,
    net                   --        18,976            --        18,976
                ------------  ------------  ------------  ------------
   Total other
    income
    (expense)        (10,845)      (13,272)           --       (24,117)
                ------------  ------------  ------------  ------------
     Income
      (loss)
      before
      income
      taxes and
      minority
      interest
      from
      continuing
      operations      18,506         4,254            --        22,760
 Income tax
  benefit
  (provision)         (4,933)       (1,903)           --        (6,836)
                ------------  ------------  ------------  ------------
     Income
      (loss)
      before
      minority
      interest
      from
      continuing
      operations      13,573         2,351            --        15,924
 Minority
  interest                --          (785)           --          (785)
                ------------  ------------  ------------  ------------
     Net income
      (loss)
      from
      continuing
      operations      13,573         1,566            --        15,139
     Net income
      (loss)
      from dis-
      continued
      operations        (198)           --            --          (198)
                ------------  ------------  ------------  ------------
     Net income
      (loss)          13,375         1,566            --        14,941
                ============  ============  ============  ============


                                    (6)


                        MERCER INTERNATIONAL INC.

                     COMPUTATION OF OPERATING EBITDA
                               (Unaudited)
                         (In thousands of Euros)

                              Three Months Ended     Nine Months Ended
                                 September 30,         September 30,
                              ------------------    ------------------
                                2008      2007        2008      2007
                              --------  --------    --------  --------
 Net income (loss) from
  continuing operations        (17,173)   10,706     (13,433)   15,139
 Minority interest              (3,290)      742      (3,037)      785
 Income taxes (benefits)        (5,913)   (6,869)      3,050     6,836
 Interest expense               16,424    17,299      49,057    54,108
 Investment (income) loss        2,031    (1,491)        300    (3,786)
 Unrealized foreign exchange
  (gain) loss on debt            9,560    (4,626)      3,291    (7,229)
 Derivative financial
  instruments                    8,215     5,696      (4,515)  (18,976)
                              --------  --------    --------  --------
 Operating income from
  continuing operations          9,854    21,457      34,713    46,877
 Add: Depreciation and
  amortization                  14,103    14,351      41,879    42,197
                              --------  --------    --------  --------
 Operating EBITDA(1)            23,957    35,808      76,592    89,074
                              ========  ========    ========  ========

 ------------------------------
 (1) Operating EBITDA does not reflect the impact of a number of
     items that affect our net income (loss), including financing
     costs and the effect of derivative instruments. Operating EBITDA
     is not a measure of financial performance under accounting
     principles generally accepted in the United States, and should
     not be considered as an alternative to net income (loss) or
     income (loss) from operations as a measure of performance, nor
     as an alternative to net cash from operating activities as a
     measure of liquidity. Operating EBITDA has significant
     limitations as an analytical tool, and should not be considered
     in isolation, or as a substitute for analysis of our results as
     reported under GAAP.



            COMPUTATION OF RESTRICTED GROUP OPERATING EBITDA
                               (Unaudited)
                         (In thousands of Euros)

                               Three Months Ended    Nine Months Ended
                                  September 30,        September 30,
                              ------------------    ------------------
                                2008      2007        2008      2007
                              --------  --------    --------  --------
 Restricted Group
 Net income (loss) from
  continuing operations(1)      (9,427)    9,043      (5,896)   13,573
 Income taxes (benefits)        (5,173)      783      (1,716)    4,933
 Interest expense                8,617     6,996      19,769    21,414
 Investment (income) loss       (3,609)   (1,321)     (4,972)   (3,761)
 Unrealized foreign exchange
  (gain) loss on debt            9,560    (4,545)      3,181    (6,808)
                              --------  --------    --------  --------
 Operating income (loss) from
  continuing operations            (32)   10,956      10,366    29,351
 Add: Depreciation and
  amortization                   7,403     7,486      21,739    21,274
                              --------  --------    --------  --------
 Operating EBITDA(2)             7,371    18,442      32,105    50,625
                              ========  ========    ========  ========


 -----------------------------
 (1) For the Restricted Group, net income (loss) from continuing
     operations and net income (loss) are the same in 2008 only.
 (2) Operating EBITDA does not reflect the impact of a number of items
     that affect our net income (loss), including financing costs and
     the effect of derivative instruments. Operating EBITDA is not a
     measure of financial performance under accounting principles
     generally accepted in the United States, and should not be
     considered as an alternative to net income (loss) or income
     (loss) from operations as a measure of performance, nor as an
     alternative to net cash from operating activities as a measure of
     liquidity. Operating EBITDA has significant limitations as an
     analytical tool, and should not be considered in isolation, or as
     a substitute for analysis of our results as reported under GAAP.


                                    (7)


Contact:
          Mercer International Inc.
          Jimmy S.H. Lee, Chairman & President
           (604) 684-1099
          David M. Gandossi, Executive Vice-President & Chief
           Financial Officer
            (604) 684-1099

          FD
          Investors:  
          Eric Boyriven
          Alexandra Tramont
          Media: 
          Jordana Miller
          (212) 850-5600

Source: Mercer International Inc.


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