MERCER INTERNATIONAL INC. - Quarter Report: 2023 March (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023


☐	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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.00 per share

MERC

NASDAQ Global Select Market

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 ☒ 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 ☒ 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.


Large accelerated filer	☒	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 ☒

The Registrant had 66,431,176 shares of common stock outstanding as of May 3, 2023.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MERCER INTERNATIONAL INC.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023

(Unaudited)

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MERCER INTERNATIONAL INC.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands of U.S. dollars, except per share data)


	Three Months Ended March 31,
	2023			2022
Revenues	$	522,666		$	592,741
Costs and expenses
Cost of sales, excluding depreciation and amortization		461,338			416,095
Cost of sales depreciation and amortization		47,498			32,097
Selling, general and administrative expenses		33,951			22,198
Operating income (loss)		(20,121	)		122,351
Other income (expenses)
Interest expense		(19,047	)		(17,464	)
Other income		3,234			8,246
Total other expenses, net		(15,813	)		(9,218	)
Income (loss) before income taxes		(35,934	)		113,133
Income tax recovery (provision)		5,356			(24,236	)
Net income (loss)	$	(30,578	)	$	88,897
Net income (loss) per common share
Basic	$	(0.46	)	$	1.35
Diluted	$	(0.46	)	$	1.34
Dividends declared per common share	$	0.0750		$	0.0750

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(In thousands of U.S. dollars)


	Three Months Ended March 31,
	2023			2022
Net income (loss)	$	(30,578	)	$	88,897
Other comprehensive income (loss)
Loss related to defined benefit pension plans		(227	)		(116	)
Income tax recovery		—			62
Loss related to defined benefit pension plans, net of tax		(227	)		(54	)
Foreign currency translation adjustments		18,650			(10,522	)
Other comprehensive income (loss), net of taxes		18,423			(10,576	)
Total comprehensive income (loss)	$	(12,155	)	$	78,321

See accompanying Notes to the Interim Consolidated Financial Statements.

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MERCER INTERNATIONAL INC.

INTERIM CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands of U.S. dollars, except share and per share data)


	March 31,			December 31,
	2023			2022
ASSETS
Current assets
Cash and cash equivalents	$	300,560		$	354,032
Accounts receivable, net		345,193			351,993
Inventories		531,439			450,470
Prepaid expenses and other		18,651			21,680
Total current assets		1,195,843			1,178,175
Property, plant and equipment, net		1,348,563			1,341,322
Investment in joint ventures		45,466			45,635
Amortizable intangible assets, net		52,369			61,497
Goodwill		34,821			30,937
Operating lease right-of-use assets		15,230			15,049
Pension asset		3,782			4,397
Other long-term assets		44,401			48,025
Total assets	$	2,740,475		$	2,725,037
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and other	$	381,923		$	377,306
Pension and other post-retirement benefit obligations		755			755
Total current liabilities		382,678			378,061
Long-term debt		1,378,531			1,346,508
Pension and other post-retirement benefit obligations		11,426			12,178
Operating lease liabilities		9,501			9,475
Other long-term liabilities		14,170			14,072
Deferred income tax		121,296			125,959
Total liabilities		1,917,602			1,886,253
Shareholders’ equity
Common shares $1 par value; 200,000,000 authorized; 66,421,000 issued and outstanding (2022 – 66,167,000)		66,386			66,132
Additional paid-in capital		355,467			354,495
Retained earnings		562,559			598,119
Accumulated other comprehensive loss		(161,539	)		(179,962	)
Total shareholders’ equity		822,873			838,784
Total liabilities and shareholders’ equity	$	2,740,475		$	2,725,037

Commitments and contingencies (Note 15)
Subsequent events (Note 9, 16)

See accompanying Notes to the Interim Consolidated Financial Statements.

FORM 10-Q

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MERCER INTERNATIONAL INC.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited)

(In thousands of U.S. dollars)


	Common shares
	Number (thousands of shares)		Amount, at Par Value		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders' Equity
Three Months Ended March 31:
Balance as of December 31, 2022		66,167	$	66,132	$	354,495		$	598,119		$	(179,962	)	$	838,784
Shares issued on grants of performance share units		254		254		(254	)		—			—			—
Stock compensation expense		—		—		1,226			—			—			1,226
Net loss		—		—		—			(30,578	)		—			(30,578	)
Dividends declared		—		—		—			(4,982	)		—			(4,982	)
Other comprehensive income		—		—		—			—			18,423			18,423
Balance as of March 31, 2023		66,421	$	66,386	$	355,467		$	562,559		$	(161,539	)	$	822,873

Balance as of December 31, 2021		66,037	$	65,988	$	347,902		$	370,927		$	(90,793	)	$	694,024
Shares issued on grants of performance share units		95		95		(95	)		—			—			—
Stock compensation expense		—		—		949			—			—			949
Net income		—		—		—			88,897			—			88,897
Dividends declared		—		—		—			(4,960	)		—			(4,960	)
Other comprehensive loss		—		—		—			—			(10,576	)		(10,576	)
Balance as of March 31, 2022		66,132	$	66,083	$	348,756		$	454,864		$	(101,369	)	$	768,334

See accompanying Notes to the Interim Consolidated Financial Statements.

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MERCER INTERNATIONAL INC.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands of U.S. dollars)


	Three Months Ended March 31,
	2023			2022
Cash flows from (used in) operating activities
Net income (loss)	$	(30,578	)	$	88,897
Adjustments to reconcile net income (loss) to cash flows from operating activities
Depreciation and amortization		47,591			32,116
Deferred income tax provision (recovery)		(9,944	)		8,383
Inventory impairment		15,200			—
Defined benefit pension plans and other post-retirement benefit plan expense		446			438
Stock compensation expense		1,226			949
Foreign exchange transaction losses (gains)		270			(3,828	)
Other		(1,149	)		(801	)
Defined benefit pension plans and other post-retirement benefit plan contributions		(247	)		(1,194	)
Changes in working capital
Accounts receivable		11,342			(52,127	)
Inventories		(86,434	)		(1,725	)
Accounts payable and accrued expenses		309			(567	)
Other		2,318			(1,731	)
Net cash from (used in) operating activities		(49,650	)		68,810
Cash flows from (used in) investing activities
Purchase of property, plant and equipment		(33,429	)		(33,293	)
Property insurance proceeds		—			6,410
Purchase of amortizable intangible assets		(16	)		(60	)
Other		821			153
Net cash from (used in) investing activities		(32,624	)		(26,790	)
Cash flows from (used in) financing activities
Proceeds from revolving credit facilities, net		30,102			30,504
Payment of debt issuance costs		—			(1,184	)
Proceeds from government grants		—			1,067
Payment of finance lease obligations		(1,889	)		(4,935	)
Other		(114	)		(843	)
Net cash from (used in) financing activities		28,099			24,609
Effect of exchange rate changes on cash and cash equivalents		703			(1,534	)
Net increase (decrease) in cash and cash equivalents		(53,472	)		65,095
Cash and cash equivalents, beginning of period		354,032			345,610
Cash and cash equivalents, end of period	$	300,560		$	410,705


Supplemental cash flow disclosure:
Cash paid for interest	$	33,240	$	32,073
Cash paid for income taxes	$	1,773	$	18,900

See accompanying Notes to the Interim Consolidated Financial Statements.

FORM 10-Q

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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"). Mercer Inc. owns 100% of its subsidiaries with the exception of the 50% joint venture interest in the Cariboo mill with West Fraser Mills Ltd., which is accounted for using the equity method. The Company's shares of common stock are quoted and listed for trading on the NASDAQ Global Select 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 consolidated balance sheet information as of December 31, 2022 was derived from the Company’s audited Consolidated Financial Statements, but does not contain all of the footnote disclosures from the annual Consolidated 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, 2022. In the opinion of the Company, the unaudited Interim Consolidated Financial Statements contained herein have been prepared on a consistent basis 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, 2022 and 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.

Note 2. Torgau Acquisition

On September 30, 2022, the Company acquired all of the issued and outstanding shares of Wood Holdco GmbH, which is the parent company of Torgau for consideration of €270.0 million ($263,196) cash. The acquisition results in 100% ownership of a timber processing and value-add pallet production facility in Torgau, Germany and a wood processing facility in Dahlen, Germany that produces garden products. The acquisition of Torgau expands the Company’s solid wood business and further diversifies the Company’s product offerings.

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MERCER INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands of U.S. dollars, except share and per share data)

Note 2. Torgau Acquisition (continued)

The following table summarizes the Company’s preliminary allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed on the acquisition date:


	Purchase Price Allocation
Cash	$	6,592
Accounts receivable		13,202
Inventories		50,900
Other current assets		2,548
Property, plant and equipment		205,450
Amortizable intangible assets (a)		25,141
Goodwill (b)		31,213
Other long-term assets		3,934
Total assets acquired		338,980
Accounts payable and other current liabilities		(43,905	)
Deferred income tax		(29,390	)
Other long-term liabilities		(2,489	)
Total liabilities assumed		(75,784	)
Net assets acquired	$	263,196

(a)

Amortizable intangible assets include an order backlog, which has an estimated fair value of $15,243 and is being amortized on a straight-line basis over six months and an energy sales agreement, which has an estimated fair value of $9,898 and is being amortized on a straight-line basis over 12 years.

(b)

The goodwill is primarily for expected synergies from combining the operations of Torgau with the Company’s existing German operations. The goodwill is not deductible for tax purposes.

The purchase price allocation was based on a preliminary valuation and may be revised as a result of additional information obtained regarding the assets acquired and liabilities assumed, and revisions of provisional estimates of fair value, including, but not limited to, the completion of valuations related to property, plant, and equipment and the identification of intangible assets. During the three month period ended March 31, 2023, immaterial adjustments were made to the purchase price allocation to reflect the most current calculation of the deferred tax liabilities. The purchase price will be finalized during the 12-month measurement period following the acquisition date.

Note 3. Business Interruption Insurance

In July 2022, a fire occurred in the woodyard of the Stendal mill. In September 2022, the Company received written confirmation from the insurance provider that the business interruption insurance claim related to the fire is covered. In the three months ended March 31, 2023, the insurance provider paid a nonrefundable business interruption insurance payment of €7.0 million ($7,511). The business interruption insurance proceeds have been recorded in “Cost of sales, excluding depreciation and amortization” in the Interim Consolidated Statements of Operations.

Note 4. Inventories

Inventories as of March 31, 2023 and December 31, 2022, were comprised of the following:


	March 31,		December 31,
	2023		2022
Raw materials	$	183,246	$	160,442
Finished goods		205,890		158,082
Spare parts and other		142,303		131,946
	$	531,439	$	450,470

FORM 10-Q

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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. Inventories (continued)

For the three month period ended March 31, 2023, primarily as a result of low hardwood pulp prices and high production and logistics costs for the Peace River mill, the Company recorded an inventory impairment charge of $15,200 (2022 – $nil) in "Cost of sales, excluding depreciation and amortization" in the Interim Consolidated Statements of Operations. As of March 31, 2023, $8,300 of the write-down was recorded against raw materials inventory and $6,900 was recorded against finished goods inventory. As of December 31, 2022, there were no inventory write-downs.

Note 5. Accounts Payable and Other

Accounts payable and other as of March 31, 2023 and December 31, 2022, was comprised of the following:


	March 31,		December 31,
	2023		2022
Trade payables	$	95,331	$	92,848
Accrued expenses		100,521		96,979
Interest payable		11,389		26,756
Income tax payable		104,894		99,827
Payroll-related accruals		33,739		34,353
Deposits for mass timber sales contracts		10,577		—
Wastewater fee (a)		9,334		8,614
Finance lease liability		7,396		7,368
Operating lease liability		5,428		5,255
Other		3,314		5,306
	$	381,923	$	377,306

(a)

The Company is required to pay certain fees based on wastewater emissions at its German mills. Accrued fees can be reduced upon the mills’ demonstration of reduced wastewater emissions.

Note 6. Debt

Debt as of March 31, 2023 and December 31, 2022, was comprised of the following:


		March 31,			December 31,
	Maturity	2023			2022
Senior notes (a)
5.500% senior notes	2026	$	300,000		$	300,000
5.125% senior notes	2029		875,000			875,000

Credit arrangements
€300 million German joint revolving credit facility (b)	2027		127,237			109,326
C$160 million Canadian joint revolving credit facility (c)	2027		46,183			31,749
€2.6 million demand loan (d)			—			—

Finance lease liability			50,191			51,129
			1,398,611			1,367,204
Less: unamortized senior note issuance costs			(12,684	)		(13,328	)
Less: finance lease liability due within one year			(7,396	)		(7,368	)
		$	1,378,531		$	1,346,508

FORM 10-Q

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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. Debt (continued)

The maturities of the principal portion of the senior notes and credit arrangements as of March 31, 2023 were as follows:


	Senior Notes and Credit Arrangements
2023	$	—
2024		—
2025		—
2026		300,000
2027		173,420
Thereafter		875,000
	$	1,348,420

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 of March 31, 2023, the Company was in compliance with the terms of its debt agreements.

(a)

The senior notes which mature on February 1, 2029 (the "2029 Senior Notes") and the senior notes which mature on January 15, 2026 (the “2026 Senior Notes” and collectively with the 2029 Senior Notes, the “Senior Notes”) are general unsecured senior obligations of the Company. The Company may redeem all or a part of the Senior Notes upon not less than 10 days’ or more than 60 days’ notice at the redemption price plus accrued and unpaid interest to (but not including) the applicable redemption date. The 2026 Senior Notes redemption price is 100.000% of the principal amount. The following table presents the redemption prices (expressed as percentages of principal amount) and the redemption periods of the 2029 Senior Notes:


2029 Senior Notes
12 Month Period Beginning		Percentage
February 1, 2024		102.563%
February 1, 2025		101.281%
February 1, 2026 and thereafter		100.000%

(b)

A €300.0 million joint revolving credit facility for the German mills that matures in September 2027. Borrowings under the facility are unsecured and bear interest at Euribor plus a variable margin ranging from 1.30% to 2.25% dependent on conditions including but not limited to a prescribed leverage ratio. The facility is sustainability linked whereby the interest rate margin is subject to upward or downward adjustments of up to 0.05% per annum if the Company achieves, or fails to achieve, certain specified sustainability targets. As of March 31, 2023, approximately €117.0 million ($127,237) of this facility was drawn and accruing interest at a rate of 3.741%, approximately €13.5 million ($14,694) was supporting bank guarantees and approximately €169.5 million ($184,318) was available.

(c)

A C$160.0 million joint revolving credit facility for the Celgar mill, Peace River mill and certain other Canadian subsidiaries that matures in January 2027. The facility is available by way of: (i) Canadian denominated advances, which bear interest at a designated prime rate per annum; (ii) banker’s acceptance equivalent loans, which bear interest at the applicable Canadian dollar banker’s acceptance plus 1.20% to 1.45% per annum; (iii) dollar denominated base rate advances at the greater of the federal funds rate plus 0.50%, an Adjusted Term SOFR for a one month tenor plus 1.00% and the bank’s applicable reference rate for U.S. dollar loans; and (iv) dollar SOFR advances, which bear interest at Adjusted Term SOFR plus 1.20% to 1.45% per annum. As of March 31, 2023, approximately C$62.5 million ($46,183) of this facility was drawn and accruing interest at a rate of 6.147%, approximately C$1.3 million ($971) was supporting letters of credit and approximately C$96.2 million ($71,075) was available.

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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. Debt (continued)

(d)

A €2.6 million demand loan for Rosenthal that does not have a maturity date. Borrowings under this facility are unsecured and bear interest at the rate of the three-month Euribor plus 2.50%. As of March 31, 2023, approximately €2.6 million ($2,775) of this facility was supporting bank guarantees and approximately $nil was available.

Note 7. Pension and Other Post-Retirement Benefit Obligations

Defined Benefit Plans

Pension benefits are based on employees' earnings and years of service. The defined benefit plans are funded by contributions from the Company based on actuarial estimates and statutory requirements. The components of the net benefit costs for the Celgar and Peace River defined benefit plans, in aggregate for the three month periods ended March 31, 2023 and 2022 were as follows:


	Three Months Ended March 31,
	2023						2022
	Pension			Other Post- Retirement Benefits			Pension			Other Post- Retirement Benefits
Service cost	$	598		$	29		$	913		$	49
Interest cost		1,166			123			965			105
Expected return on plan assets		(1,357	)		—			(1,478	)		—
Amortization of unrecognized items		128			(241	)		62			(178	)
Net benefit costs (gains)	$	535		$	(89	)	$	462		$	(24	)

The components of the net benefit costs other than service cost are recorded in "Other income" in the Interim Consolidated Statements of Operations. The amortization of unrecognized items relates to actuarial losses (gains) and prior service costs.

Defined Contribution Plan

Effective December 31, 2008, the defined benefit plans at the Celgar mill were closed to new members and the service accrual ceased. Effective January 1, 2009, the members began to receive pension benefits, at a fixed contractual rate, under a new defined contribution plan. During the three month period ended March 31, 2023, the Company made contributions of $252 to this plan (2022 – $266).

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 month period ended March 31, 2023, the Company made contributions of $523 to this plan (2022 – $558).

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MERCER INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands of U.S. dollars, except share and per share data)

Note 8. Income Taxes

Differences between the U.S. Federal statutory and the Company's effective tax rates for the three month periods ended March 31, 2023 and 2022, were as follows:


	Three Months Ended March 31,
	2023			2022
U.S. Federal statutory rate	21%			21%
Income tax recovery (provision) using U.S. Federal statutory rate on income (loss) before income taxes	$	7,546		$	(23,760	)
Tax differential on foreign income (loss)		1,318			(9,779	)
Effect of foreign earnings (a)		(525	)		(996	)
Valuation allowance (b)		(4,563	)		6,189
Foreign exchange on settlement of debt		—			3,101
Tax benefit of partnership structure		783			783
Non-taxable foreign subsidies		694			698
True-up of prior year taxes		4,886			1,662
Annual effective tax rate adjustment		(9,000	)		—
Other, net		4,217			(2,134	)
Income tax recovery (provision)	$	5,356		$	(24,236	)
Comprised of:
Current income tax provision	$	(4,588	)	$	(15,853	)
Deferred income tax recovery (provision)		9,944			(8,383	)
Income tax recovery (provision)	$	5,356		$	(24,236	)

(a)

Primarily relates to the impact of the global intangible low-taxed income provision in the Tax Cuts and Jobs Act of 2017.

(b)

Primarily relates to taxable losses and denied interest expense.

Note 9. Shareholders' Equity

Dividends

On February 16, 2023, the Company's board of directors declared a quarterly dividend of $0.075 per common share. Payment of the dividend was made on April 5, 2023 to all shareholders of record on March 29, 2023.

On May 4, 2023, the Company's board of directors declared a quarterly dividend of $0.075 per common share. Payment of the dividend will be made on July 6, 2023 to all shareholders of record on June 28, 2023. Future dividends are subject to approval by the board of directors and may be adjusted as business and industry conditions warrant.

Stock Based Compensation

The Company has a stock incentive plan which provides for stock options, restricted stock units (“RSUs”), deferred stock units (“DSUs”), restricted shares, performance shares, performance share units (“PSUs”), and stock appreciation rights to be awarded to employees, consultants and non-employee directors. During the three month period ended March 31, 2023, there were no issued and outstanding stock options, performance shares or stock appreciation rights. As of March 31, 2023, after factoring in all allocated shares, there remain approximately 2.2 million common shares available for grant.

FORM 10-Q

QUARTERLY REPORT - PAGE 12

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. Shareholders' Equity (continued)

During the three month period ended March 31, 2023, there were no changes to the outstanding restricted shares, RSUs and DSUs.

The following table summarizes PSU activity during the period:


	Number of PSUs
Outstanding as of January 1, 2023		3,484,154
Granted		1,477,642
Vested and issued		(253,508	)
Forfeited		(864,736	)
Outstanding as of March 31, 2023		3,843,552

Note 10. Net Income (Loss) Per Common Share

The reconciliation of basic and diluted net income (loss) per common share for the three month periods ended March 31, 2023 and 2022 was as follows:


	Three Months Ended March 31,
	2023			2022
Net income (loss)
Basic and diluted	$	(30,578	)	$	88,897

Net income (loss) per common share
Basic	$	(0.46	)	$	1.35
Diluted	$	(0.46	)	$	1.34

Weighted average number of common shares outstanding:
Basic (a)		66,259,216			66,034,772
Effect of dilutive instruments:
PSUs		—			357,712
Restricted shares		—			32,663
Diluted		66,259,216			66,425,147

(a)

For the three month period ended March 31, 2023, the weighted average number of common shares outstanding excludes 34,699 restricted shares which have been granted, but have not vested as of March 31, 2023 (2022 – 49,195 restricted shares).

The calculation of diluted net income (loss) per common share does not assume the exercise of any instruments that would have an anti-dilutive effect on net income (loss) per common share. Instruments excluded from the calculation of net income (loss) per common share because they were anti-dilutive for the three month periods ended March 31, 2023 and 2022 were as follows:


	Three Months Ended March 31,
	2023		2022
PSUs		3,843,552		—
Restricted shares		34,699		—
RSUs		50,000		—
DSUs		11,554		—

FORM 10-Q

QUARTERLY REPORT - PAGE 13

MERCER INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands of U.S. dollars, except share and per share data)

Note 11. Accumulated Other Comprehensive Loss

The change in the accumulated other comprehensive loss by component (net of tax) for the three month periods ended March 31, 2023 and 2022 was as follows:


	Foreign Currency Translation Adjustments			Defined Benefit Pension and Other Post-Retirement Benefit Items			Total
Three months Ended March 31:
Balance as of December 31, 2022	$	(195,085	)	$	15,123		$	(179,962	)
Other comprehensive income (loss) before reclassifications		18,650			(114	)		18,536
Amounts reclassified		—			(113	)		(113	)
Other comprehensive income (loss)		18,650			(227	)		18,423
Balance as of March 31, 2023	$	(176,435	)	$	14,896		$	(161,539	)

Balance as of December 31, 2021	$	(97,517	)	$	6,724		$	(90,793	)
Other comprehensive income (loss) before reclassifications		(10,522	)		62			(10,460	)
Amounts reclassified		—			(116	)		(116	)
Other comprehensive loss		(10,522	)		(54	)		(10,576	)
Balance as of March 31, 2022	$	(108,039	)	$	6,670		$	(101,369	)

Note 12. Related Party Transactions

The Company enters into related party transactions with its joint ventures. For the three month periods ended March 31, 2023, pulp purchases from the Company's 50% owned Cariboo mill, which are transacted at the Cariboo mill's cost, were $26,797 (2022 – $20,651) and as of March 31, 2023, the Company had a payable balance to the Cariboo mill of $5,936 (December 31, 2022 – payable of $4,409). For the three month period ended March 31, 2023, services from the Company's 50% owned logging and chipping operation, which are transacted at arm's length negotiated prices, were $4,016 (2022 – $4,660) and as of March 31, 2023, the Company had a payable balance to the operation of $2 (December 31, 2022 – receivable of $522).

Note 13. Segment Information

The Company is managed based on the primary products it manufactures: pulp and solid wood. Accordingly, the Company's four pulp mills and its 50% interest in the Cariboo pulp mill are aggregated into the pulp segment. The Friesau sawmill, the Torgau facility and the Mercer Mass Timber facility are aggregated into the solid wood segment. Historically the Mercer Mass Timber facility was included in corporate and other, but concurrent with the acquisition of Torgau on September 30, 2022, the Company reorganized its operating and management structure which included having the Mercer Mass Timber facility now being overseen by the same chief operating decision maker as the Friesau sawmill and Torgau facility. The classification of the Mercer Mass Timber facility within the solid wood segment has been reflected retrospectively. The Company's sandalwood business is included in corporate and other as it does not meet the criteria to be reported as separate reportable segment.

None of the income or loss items following operating income (loss) in the Company's Interim Consolidated Statements of Operations are allocated to the segments, as those items are reviewed separately by management.

FORM 10-Q

QUARTERLY REPORT - PAGE 14

MERCER INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands of U.S. dollars, except share and per share data)

Note 13. Segment Information (continued)

Information about certain segment data for the three month periods ended March 31, 2023 and 2022, was as follows:


Three Months Ended March 31, 2023	Pulp		Solid Wood			Corporate and Other			Consolidated
Revenues from external customers	$	400,401	$	121,014		$	1,251		$	522,666
Operating income (loss)	$	12,771	$	(27,069	)	$	(5,823	)	$	(20,121	)
Depreciation and amortization	$	27,399	$	19,898		$	294		$	47,591
Total assets (a)	$	1,797,961	$	628,469		$	314,045		$	2,740,475
Revenues by major products
Pulp	$	369,656	$	—		$	—		$	369,656
Lumber		—		60,039			—			60,039
Energy and chemicals		30,745		5,695			1,251			37,691
Manufactured products (b)		—		5,804			—			5,804
Pallets		—		36,175			—			36,175
Biofuels (c)		—		8,135			—			8,135
Wood residuals		—		5,166			—			5,166
Total revenues	$	400,401	$	121,014		$	1,251		$	522,666
Revenues by geographical markets (d)
U.S.	$	43,555	$	35,056		$	282		$	78,893
Foreign countries
Germany		102,993		65,608			218			168,819
China		107,122		1,214			—			108,336
Other countries		146,731		19,136			751			166,618
		356,846		85,958			969			443,773
Total revenues	$	400,401	$	121,014		$	1,251		$	522,666

(a)

Total assets for the pulp segment includes the Company's $45,466 investment in joint ventures, primarily for the Cariboo mill. Total assets for the solid wood segment includes $34,821 of goodwill from the acquisition of Torgau.

(b)

Manufactured products primarily includes cross-laminated timber and finger joint lumber.

(c)

Biofuels includes pellets and briquettes.

(d)

Sales are attributed to countries based on the ship-to location provided by the customer.

FORM 10-Q

QUARTERLY REPORT - PAGE 15

MERCER INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands of U.S. dollars, except share and per share data)

Note 13. Segment Information (continued)


Three Months Ended March 31, 2022	Pulp		Solid Wood		Corporate and Other			Consolidated
Revenues from external customers	$	485,931	$	104,797	$	2,013		$	592,741
Operating income (loss)	$	86,236	$	38,301	$	(2,186	)	$	122,351
Depreciation and amortization	$	27,684	$	4,194	$	238		$	32,116
Revenues by major products
Pulp	$	446,911	$	—	$	—		$	446,911
Lumber		—		92,366		—			92,366
Energy and chemicals		39,020		5,177		2,013			46,210
Manufactured products (a)		—		3,764		—			3,764
Wood residuals		—		3,490		—			3,490
Total revenues	$	485,931	$	104,797	$	2,013		$	592,741
Revenues by geographical markets (b)
U.S.	$	48,162	$	57,864	$	228		$	106,254
Foreign countries
Germany		140,054		21,708		—			161,762
China		145,998		182		—			146,180
Other countries		151,717		25,043		1,785			178,545
		437,769		46,933		1,785			486,487
Total revenues	$	485,931	$	104,797	$	2,013		$	592,741

(a)

Manufactured products primarily includes finger joint lumber.

(b)

Sales are attributed to countries based on the ship-to location provided by the customer.

As of December 31, 2022, the Company had total assets of $1,768,628 in the pulp segment, $613,171 in the solid wood segment and $343,238 in corporate and other. Total assets for the pulp segment includes the Company's $45,635 investment in joint ventures, primarily for the Cariboo mill. Total assets for the solid wood segment includes $30,937 of goodwill from the acquisition of Torgau.

Revenues between segments are accounted for at prices that approximate fair value. These include revenues from the sale of residual fiber from the solid wood segment to the pulp segment for use in pulp production and from the sale of residual fuel from the pulp segment to the solid wood segment for use in energy production. For the three month period ended March 31, 2023, the pulp segment sold $374 of residual fuel to the solid wood segment (2022 – $nil) and the solid wood segment sold $11,155 of residual fiber to the pulp segment (2022 – $6,851).

FORM 10-Q

QUARTERLY REPORT - PAGE 16

MERCER INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands of U.S. dollars, except share and per share data)

Note 14. Financial Instruments and Fair Value Measurement

Due to their short-term maturity, the carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable and other approximates their fair value. The estimated fair values of the Company's outstanding debt under the fair value hierarchy as of March 31, 2023 and December 31, 2022 were as follows:


	Fair value measurements as of March 31, 2023 using:
Description	Level 1		Level 2		Level 3		Total
Revolving credit facilities	$	—	$	173,420	$	—	$	173,420
Senior Notes		—		1,041,527		—		1,041,527
	$	—	$	1,214,947	$	—	$	1,214,947


	Fair value measurements as of December 31, 2022 using:
Description	Level 1		Level 2		Level 3		Total
Revolving credit facilities	$	—	$	141,075	$	—	$	141,075
Senior Notes		—		1,015,633		—		1,015,633
	$	—	$	1,156,708	$	—	$	1,156,708

The carrying value of the revolving credit facilities classified as Level 2 approximates the fair value as the variable interest rates reflect current interest rates for financial instruments with similar characteristics and maturities.

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 Company's Senior Notes are not carried at fair value in the Interim Consolidated Balance Sheets as of March 31, 2023 or December 31, 2022. However, fair value disclosure is required. The carrying value of the Company's Senior Notes, net of unamortized note issuance costs, was $1,162,316 as of March 31, 2023 (December 31, 2022 – $1,161,672).

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 its sales 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. The Company reviews new customers’ credit history before granting credit and conducts regular reviews of existing customers’ credit performance. Concentrations of credit risk are with customers and agents based primarily in Germany, China and the U.S.

The Company’s exposure to credit losses may increase if its customers' production and other costs are adversely affected by inflation. Although the Company has historically not experienced significant credit losses, it is possible that there could be a material adverse impact from potential adjustments of the carrying amount of trade receivables if the cash flows of the Company’s customers are adversely impacted by inflation. As of March 31, 2023, the Company has not had significant credit losses.

As of March 31, 2023, the carrying amount of cash and cash equivalents of $300,560 and accounts receivable of $345,193 recorded in the Interim Consolidated Balance Sheet, net of any allowances for losses, represent the Company’s maximum exposure to credit risk.

FORM 10-Q

QUARTERLY REPORT - PAGE 17

MERCER INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands of U.S. dollars, except share and per share data)

Note 15. Commitments and Contingencies

(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 2021, the European Commission opened a cartel investigation into the wood pulp sector in Europe to investigate if there was an infringement of European Union competition law. In October 2021, the Commission conducted inspections of major European pulp producers including the Company’s German operations. The Company is cooperating with the investigation. As the matter is currently in the investigation stage, the Company cannot predict the timing of the same and what further actions, if any, the European Commission may pursue or what the outcome of any such actions may be.

Note 16. Subsequent Event

In April 2023, the Company entered into an agreement to be the "stalking horse bidder" to acquire substantially all of the assets of an engineered wood group of companies with operations in the United States and Canada in bankruptcy for $60,000.

FORM 10-Q

QUARTERLY REPORT - PAGE 18

NON-GAAP FINANCIAL MEASURES

This quarterly report on Form 10-Q contains “non-GAAP financial measures”, that is, financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measure calculated and presented in accordance with the generally accepted accounting principles in the United States, referred to as “GAAP”. Specifically, we make use of the non-GAAP measure “Operating EBITDA”.

Operating EBITDA is defined as operating income (loss) plus depreciation and amortization and non-recurring capital asset impairment charges. We use Operating EBITDA as a benchmark measurement of our own operating results and as a benchmark relative to our competitors. We consider it to be a meaningful supplement to operating income (loss) as a performance measure primarily because depreciation expense and non-recurring capital asset impairment charges are not actual cash costs, and depreciation expense varies widely from company to company in a manner that we consider largely independent of the underlying cost efficiency of our 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 (loss), 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 (loss) or operating income (loss) as a measure of performance, or as an alternative to net cash from (used in) operating activities as a measure of liquidity. Operating EBITDA is an internal measure and therefore may not be comparable to other companies.

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) the impact of realized or marked to market changes in our derivative positions, which can be substantial; and (v) the impact of non-recurring impairment charges against our investments or assets. Because of these limitations, Operating EBITDA should only be considered as a supplemental 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. 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 performance and by relying primarily on our GAAP financial statements.

FORM 10-Q

QUARTERLY REPORT - PAGE 19

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this document: (i) unless the context otherwise requires, references to “we”, “our”, “us”, the “Company” or “Mercer” mean Mercer International Inc. and its subsidiaries; (ii) references to “Mercer Inc.” mean the Company excluding its subsidiaries; (iii) information is provided as of March 31, 2023, unless otherwise stated; (iv) our reporting currency is dollars and references to “€” mean euros and “C$” mean Canadian dollars; (v) “ADMTs” refers to air-dried metric tonnes; (vi) “m3” means cubic meters; (vii) “NBSK” refers to northern bleached softwood kraft; (viii) “NBHK” refers to northern bleached hardwood kraft; (ix) “MW” refers to megawatts and “MWh” refers to megawatt hours; (x) “Mfbm” refers to thousand board feet of lumber and “MMfbm” mean million board feet of lumber; and (xi) our lumber metrics are converted from cubic meters to Mfbm using a conversion ratio of 1.6 cubic meters to one Mfbm, which is the ratio commonly used in the industry.

Due to rounding, numbers presented throughout this report may not add up precisely to totals we provide and percentages may not precisely reflect the absolute figure.

The following discussion and analysis of our results of operations and financial condition for the three months ended March 31, 2023 should be read in conjunction with our Interim Consolidated Financial Statements and related notes included in this quarterly report, as well as our most recent annual report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission, referred to as the “SEC”.

Results of Operations

General

We have two reportable operating segments:

•

Pulp – consists of the manufacture, sale and distribution of pulp, electricity and chemicals at our pulp mills.

•

Solid Wood – consists of the manufacture, sale and distribution of lumber, manufactured products (including cross-laminated timber, referred to as “CLT”, and finger joint lumber), wood pallets, electricity, biofuels and wood residuals at our sawmills and other facilities in Germany and our Mercer Mass Timber facility in the United States.

Each segment offers primarily different products and requires different manufacturing processes, technology and sales and marketing.

Historically, we included our Mercer Mass Timber facility in our corporate and other segment. However, with our acquisition of the Torgau facility on September 30, 2022, we now include the Mercer Mass Timber facility within our solid wood segment, which has been reflected retroactively.

Current Market Environment

In the first quarter of 2023, our pulp, lumber and pallet sales realizations decreased in all of our key markets when compared to the fourth quarter of 2022 due to economic uncertainty resulting from high interest and inflation rates.

As we move into the second quarter, we currently expect downward price pressure on pulp as a result of lower demand from our customers due to inflationary pressures negatively impacting paper demand. For NBHK pulp we also currently expect additional downward pricing pressure from additional supply coming online.

As of March 31, 2023, third party industry quoted NBSK list prices in Europe and North America were approximately $1,350 per ADMT and $1,650 per ADMT, respectively and NBSK net prices in China were approximately $865 per ADMT. Prices for China are net of discounts, allowances and rebates.

FORM 10-Q

QUARTERLY REPORT - PAGE 20

In our solid wood segment, we currently expect lumber prices to modestly increase in the second quarter due to the start of the residential construction season and we expect pallet prices to decrease as a result of continued uncertain economic conditions.

Our energy revenues also decreased in the first quarter of 2023 compared to the fourth quarter of 2022 due to lower energy prices in Germany as warm weather and strong natural gas storage levels took significant pressure off the market electricity price.

Fiber costs continued to increase for our Canadian mills in the first quarter of 2023 compared to the fourth quarter of 2022 due to reduced wood chip availability as a result of sawmill curtailments. For our German mills per unit fiber costs stabilized during the first quarter. For the second quarter of 2023, we currently expect lower per unit fiber costs for our pulp mills caused by increased wood chip availability as a result of stronger sawmill production and realizing the early benefits from using the Peace River wood room which was completed in the first quarter of 2023. In our solid wood segment, we currently expect stable per unit fiber costs.

At the end of the first quarter of 2023, our inventories increased to a high level of $531.4 million. The increase reflected, among other things, a build up of fiber in front of the recently upgraded wood room at our Peace River pulp mill and overall market conditions. We expect inventory levels to normalize in the second and coming quarters of 2023.

FORM 10-Q

QUARTERLY REPORT - PAGE 21

Summary Financial Highlights


	Three Months Ended March 31,
	2023			2022
	(in thousands, other than per share amounts)
Statement of Operations Data
Pulp segment revenues	$	400,401		$	485,931
Solid wood segment revenues		121,014			104,797
Corporate and other revenues		1,251			2,013
Total revenues	$	522,666		$	592,741

Pulp segment operating income	$	12,771		$	86,236
Solid wood segment operating income (loss)		(27,069	)		38,301
Corporate and other operating loss		(5,823	)		(2,186	)
Total operating income (loss)	$	(20,121	)	$	122,351

Pulp segment depreciation and amortization	$	27,399		$	27,684
Solid wood segment depreciation and amortization		19,898			4,194
Corporate and other depreciation and amortization		294			238
Total depreciation and amortization	$	47,591		$	32,116

Operating EBITDA(1)	$	27,470		$	154,467
Income tax recovery (provision)	$	5,356		$	(24,236	)
Net income (loss)	$	(30,578	)	$	88,897
Net income (loss) per common share
Basic	$	(0.46	)	$	1.35
Diluted	$	(0.46	)	$	1.34
Common shares outstanding at period end		66,421			66,132

(1)

The following table provides a reconciliation of net income (loss) to operating income (loss) and Operating EBITDA for the periods indicated:


	Three Months Ended March 31,
	2023			2022
	(in thousands)
Net income (loss)	$	(30,578	)	$	88,897
Income tax provision (recovery)		(5,356	)		24,236
Interest expense		19,047			17,464
Other income		(3,234	)		(8,246	)
Operating income (loss)		(20,121	)		122,351
Add: Depreciation and amortization		47,591			32,116
Operating EBITDA	$	27,470		$	154,467

FORM 10-Q

QUARTERLY REPORT - PAGE 22

Selected Production, Sales and Other Data


	Three Months Ended March 31,
	2023			2022
Pulp Segment
Pulp production ('000 ADMTs)
NBSK		430.0			435.5
NBHK		72.3			56.8
Annual maintenance downtime ('000 ADMTs)		13.5			—
Annual maintenance downtime (days)		10			—
Pulp sales ('000 ADMTs)
NBSK		378.6			505.1
NBHK		57.4			49.9
Average NBSK pulp prices ($/ADMT)(1)
Europe		1,377			1,330
China		891			899
North America		1,675			1,527
Average NBHK pulp prices ($/ADMT)(1)
China		710			668
North America		1,523			1,312
Average pulp sales realizations ($/ADMT)(2)
NBSK		849			812
NBHK		809			695
Energy production ('000 MWh)(3)		534.6			531.5
Energy sales ('000 MWh)(3)		196.9			194.7
Average energy sales realizations ($/MWh)(3)		122	(4)		186
Solid Wood Segment
Lumber
Production (MMfbm)		134.0			115.6
Sales (MMfbm)		139.9			109.9
Average sales realizations ($/Mfbm)		429			840
Energy
Production and sales ('000 MWh)		40.5			24.5
Average sales realizations ($/MWh)		141	(4)		211
Manufactured products(5)
Production ('000 m3)		0.8			5.5
Sales ('000 m3)		4.3			5.6
Average sales realizations ($/m3)		666			671
Pallets
Production ('000 units)		2,880.2			—
Sales ('000 units)		2,942.4			—
Average sales realizations ($/unit)		12			—
Biofuels(6)
Production ('000 tonnes)		32.6			—
Sales ('000 tonnes)		25.8			—
Average realizations ($/tonne)		315			—
Average Spot Currency Exchange Rates
$ / €(7)		1.0730			1.1216
$ / C$(7)		0.7393			0.7897

(1)

Source: RISI pricing report. Europe and North America are list prices. China are net prices which include discounts, allowances and rebates.

(2)

Sales realizations after customer discounts, rebates and other selling concessions. Incorporates the effect of pulp price variations occurring between the order and shipment dates.

(3)

Does not include our 50% joint venture interest in the Cariboo mill, which is accounted for using the equity method.

(4)

Energy sales realizations are net of the German energy windfall tax of $1.1 million for the pulp segment and $nil for the solid wood
segment.

(5)

Manufactured products primarily includes finger joint lumber and CLT.

(6)

Biofuels includes pellets and briquettes.

(7)

Average Federal Reserve Bank of New York Noon Buying Rates over the reporting period.

FORM 10-Q

QUARTERLY REPORT - PAGE 23

Consolidated – Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022

Total revenues in the first quarter of 2023 decreased by approximately 12% to $522.7 million from $592.7 million in the same quarter of 2022 primarily due to lower pulp sales volumes and lower lumber and energy sales realizations partially offset by the inclusion of Torgau and higher lumber sales volumes and pulp sales realizations.

Costs and expenses in the first quarter of 2023 increased by approximately 15% to $542.8 million from $470.4 million in the first quarter of 2022 primarily due to higher fiber and chemical costs, the inclusion of Torgau and a non-cash inventory impairment of $15.2 million substantially related to hardwood inventory at the Peace River mill due to lower NBHK pulp prices and high production and logistics costs. These increases were partially offset by lower pulp sales volumes, the positive impact of a stronger dollar on our Canadian dollar and euro denominated costs and expenses and the receipt of €7.0 million ($7.5 million) in insurance proceeds in the current quarter relating to the July 2022 fire at our Stendal mill.

In the first quarter of 2023, cost of sales depreciation and amortization increased by approximately 48% to $47.5 million from $32.1 million in the same quarter of 2022 due to the inclusion of Torgau.

Selling, general and administrative expenses increased by approximately 53% to $34.0 million in the first quarter of 2023 from $22.2 million in the same quarter of 2022 primarily because of the inclusion of Torgau.

In the first quarter of 2023, operating loss was $20.1 million from operating income of $122.4 million in the same quarter of 2022 primarily due to higher per unit fiber and chemical costs, lower lumber and energy sales realizations, lower pulp sales volumes and the non-cash impairment substantially related to hardwood inventory partially offset by higher pulp sales realizations and the positive impact of a stronger dollar.

Interest expense in the first quarter of 2023 increased to $19.0 million from $17.5 million in the same quarter of 2022 due to borrowings on our German revolving credit facility and higher interest rates.

In the first quarter of 2023, other income was $3.2 million compared to $8.2 million in the same quarter of 2022. Other income in the first quarter of 2023 is primarily due to interest earned on cash and in the first quarter of 2022 other income is primarily as a result of foreign exchange gains on dollar denominated cash held at our operations, as the dollar strengthened in the quarter.

During the first quarter of 2023, we had an income tax recovery of $5.4 million or an effective tax rate of 15% due to not recognizing a tax recovery for certain entities with a net loss before tax and in the comparative quarter of 2022, we had an income tax provision of $24.2 million or an effective tax rate of 21%.

For the first quarter of 2023, net loss was $30.6 million, or $0.46 per share, compared to net income of $88.9 million, or $1.35 per basic share and $1.34 per diluted share in the same quarter of the prior year.

In the first quarter of 2023, Operating EBITDA decreased to $27.5 million from $154.5 million in the same quarter of 2022 primarily due to higher per unit fiber and chemical costs, lower lumber and energy sales realizations, lower pulp sales volumes and the non-cash impairment substantially related to hardwood inventory partially offset by higher pulp sales realizations and the positive impact of a stronger dollar.

Operating Results by Business Segment

None of the income or loss items following operating income (loss) in our Interim Consolidated Statements of Operations are allocated to our segments, since those items are reviewed separately by management.

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Pulp Segment – Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022

Selected Financial Information


	Three Months Ended March 31,
	2023		2022
	(in thousands)
Pulp revenues	$	369,656	$	446,911
Energy and chemical revenues	$	30,745	$	39,020
Depreciation and amortization	$	27,399	$	27,684
Operating income	$	12,771	$	86,236

Pulp revenues in the first quarter of 2023 decreased by approximately 17% to $369.7 million from $446.9 million in the same quarter of 2022 due to lower sales volumes partially offset by higher sales realizations.

Energy and chemical revenues decreased by approximately 21% to $30.7 million in the first quarter of 2023 from $39.0 million in the same quarter of 2022 as a result of lower energy sales realizations.

Total pulp production modestly increased to 502,372 ADMTs in the first quarter of 2023 from 492,288 ADMTs in the same quarter of 2022 primarily due to stable production at all of our mills.

In the first quarter of 2023, our pulp mills had ten days of annual maintenance downtime (approximately 13,500 ADMTs). In the comparative quarter of 2022, we had no annual maintenance downtime.

In the second quarter of 2023, our pulp mills currently have a total of 38 days of annual maintenance downtime (approximately 42,700 ADMTs). Our Peace River mill currently has 20 days of scheduled maintenance downtime (approximately 30,100 ADMTs) and nine days of market downtime (approximately 13,500 ADMTs) which may be extended to shift more production at the mill to NBSK from NBHK.

We estimate that annual maintenance downtime in the first quarter of 2023 adversely impacted our operating income by approximately $4.7 million, comprised of approximately $0.8 million in direct out-of-pocket expenses and the balance in reduced production.

Total pulp sales volumes decreased by approximately 21% to 435,973 ADMTs in the first quarter of 2023 from 555,035 ADMTs in the same quarter of 2022 primarily as a result of lower demand as a result of inflationary pressures negatively impacting paper demand.

In the first quarter of 2023, third party industry quoted average list prices for NBSK pulp increased in Europe and North America and were flat in China from the same quarter of 2022. Average third party industry quoted list prices for NBSK pulp in Europe and North America were approximately $1,377 per ADMT and $1,675 per ADMT, respectively, in the first quarter of 2023 compared to approximately $1,330 per ADMT and $1,527 per ADMT, respectively, in the same quarter of 2022. Average third party industry quoted NBSK net prices in China were approximately $891 per ADMT in the first quarter of 2023 compared to approximately $899 per ADMT in the same quarter of 2022.

Prices quoted for China are net of discounts, allowances and rebates whereas quoted prices for Europe and North America are before applicable discounts, allowances and rebates.

Our average NBSK pulp sales realizations increased by approximately 5% to $849 per ADMT in the first quarter of 2023 from approximately $812 per ADMT in the same quarter of 2022 as a result of higher list prices.

In the first quarter of 2023 compared to the same quarter of 2022, we had a positive impact of approximately $18.5 million in operating income due to foreign exchange, primarily as a result of the effect of the stronger U.S. dollar on our Canadian dollar and euro denominated costs and expenses.

Costs and expenses in the first quarter of 2023 modestly decreased to $388.0 million from $399.7 million in the first quarter of 2022 primarily due to lower pulp sales volumes, the positive impact of a stronger dollar and the receipt of

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€7.0 million ($7.5 million) in insurance proceeds in the current quarter relating to the July 2022 fire at our Stendal mill partially offset by higher per unit fiber and chemical costs. The first quarter of 2023 included a non-cash inventory impairment of $15.2 million which substantially related to hardwood inventories at the Peace River mill.

In the first quarter of 2023 per unit fiber costs increased by approximately 43% from the same quarter of 2022 due to higher per unit fiber costs for all of our mills. Our German mills had higher per unit fiber costs as a result of strong demand from other wood consumers such as heating pellet manufacturers in response to energy shortages caused by the war in Ukraine. For our Canadian mills, per unit fiber costs increased due to strong demand in the mills' fiber baskets and for our Celgar mill a decrease in the availability of wood chips because of regional sawmill curtailments. We currently expect per unit fiber costs to decrease in the second quarter of 2023 with a decrease in Germany due to less demand for wood for energy purposes and in Canada as a result of increased wood chip availability from increased sawmill production and realizing the early benefits from using the Peace River wood room which was completed in the first quarter of 2023.

Transportation costs decreased by approximately 26% to $35.4 million in the first quarter of 2023 from $47.9 million in the same quarter of 2022 primarily as a result of lower pulp sales volumes.

In the first quarter of 2023, depreciation and amortization modestly decreased to $27.4 million from $27.7 million in the same quarter of 2022 due to the positive impact of a stronger dollar.

In the first quarter of 2023, pulp segment operating income decreased to $12.8 million from $86.2 million in the same quarter of 2022 primarily as a result of higher per unit fiber and chemical costs, lower pulp sales volumes and the non-cash inventory impairment of $15.2 million partially offset by higher pulp sales realizations and the positive impact of a stronger dollar.

Solid Wood Segment – Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022

Selected Financial Information


	Three Months Ended March 31,
	2023			2022
	(in thousands)
Lumber revenues	$	60,039		$	92,366
Energy revenues	$	5,695		$	5,177
Manufactured products revenues(1)	$	5,804		$	3,764
Pallet revenues	$	36,175		$	—
Biofuel revenues(2)	$	8,135		$	—
Wood residuals revenues	$	5,166		$	3,490
Depreciation and amortization	$	19,898		$	4,194
Operating income (loss)	$	(27,069	)	$	38,301

(1)

Manufactured products primarily includes finger joint lumber and CLT.

(2)

Biofuels includes pellets and briquettes.

In the first quarter of 2023, lumber revenues decreased by approximately 35% to $60.0 million from $92.4 million in the same quarter of 2022 primarily due to lower sales realizations partially offset by higher sales volumes. In the first quarter of 2023, both U.S. and European realized lumber prices were lower because of decreased demand as a result of higher interest rates and an uncertain economic outlook compared to the same quarter of 2022. The U.S. market accounted for approximately 54% of our lumber revenues and approximately 50% of our lumber sales volumes in the first quarter of 2023. The majority of the balance of our lumber sales were to Europe.

Energy and wood residuals revenues in the first quarter of 2023 increased by approximately 25% to $10.9 million from $8.7 million in the same quarter of 2022 primarily due to the inclusion of Torgau.

Pallet revenues of $36.2 million and biofuel revenues of $8.1 million in the first quarter of 2023 are from the inclusion of Torgau.

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Manufactured products revenues increased to $5.8 million in the first quarter of 2023 from $3.8 million in the first quarter of 2022 primarily due to the inclusion of Torgau.

In the first quarter of 2023, lumber production increased by approximately 16% to a record 134.0 MMfbm from 115.6 MMfbm in the same quarter of 2022 as a result of record production at our Friesau mill and the inclusion of Torgau.

Lumber sales volumes increased by approximately 27% to 139.9 MMfbm in the first quarter of 2023 from 109.9 MMfbm in the same quarter of 2022 primarily due to higher production and increasing demand as a result of lower prices.

Average lumber sales realizations decreased by approximately 49% to $429 per Mfbm in the first quarter of 2023 from approximately $840 per Mfbm in the same quarter of 2022 as a result of lower demand in both the U.S. and European markets. Demand was negatively impacted by concerns over rising interest rates, inflationary pressures and an uncertain economic outlook.

Fiber costs were approximately 80% of our lumber cash production costs in the first quarter of 2023. In the first quarter of 2023, per unit fiber costs for lumber production increased by approximately 6% compared to the same quarter of 2022. Higher per unit fiber costs were due to strong fiber demand in Germany. We currently expect stable per unit fiber costs in the second quarter of 2023.

In the first quarter of 2023, depreciation and amortization increased to $19.9 million compared to $4.2 million in the same quarter of 2022 as a result of the inclusion of Torgau. Torgau’s amortization included $8.3 million for the order backlog intangible asset acquired, which is now fully amortized.

Transportation costs in the first quarter of 2023 increased by approximately 55% to $17.7 million from $11.4 million in the same quarter of 2022 primarily due to the inclusion of Torgau and higher lumber sales volumes.

In the first quarter of 2023, operating loss was $27.1 million compared to operating income of $38.3 million in the same quarter of 2022 primarily due to lower sales realizations.

Liquidity and Capital Resources

Summary of Cash Flows


	Three Months Ended March 31,
	2023			2022
	(in thousands)
Net cash from (used in) operating activities	$	(49,650	)	$	68,810
Net cash used in investing activities		(32,624	)		(26,790	)
Net cash from financing activities		28,099			24,609
Effect of exchange rate changes on cash and cash equivalents		703			(1,534	)
Net increase (decrease) in cash and cash equivalents	$	(53,472	)	$	65,095

We operate in a cyclical industry and our operating cash flows vary accordingly. Our principal operating cash expenditures are for fiber, labor and chemicals. Working capital levels fluctuate throughout the year and are affected by maintenance downtime, changing sales patterns, seasonality and the timing of receivables and sales and the payment of payables and expenses.

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Cash Flows from (used in) Operating Activities. Cash used in operating activities was $49.7 million in the three months ended March 31, 2023 compared to $68.8 million generated in the comparative period of 2022. A decrease in accounts receivable provided cash of $11.3 million in the three months ended March 31, 2023 and an increase in accounts receivable used cash of $52.1 million in the same period of 2022. An increase in inventories used cash of $86.4 million in the three months ended March 31, 2023 and $1.7 million in the same period of 2022. An increase in accounts payable and accrued expenses provided cash of $0.3 million in the three months ended March 31, 2023 and a decrease in accounts payable and accrued expenses used cash of $0.6 million in the same period of 2022.

Cash Flows used in Investing Activities. Investing activities in the three months ended March 31, 2023 used cash of $32.6 million primarily related to capital expenditures of $33.4 million. In the three months ended March 31, 2023, capital expenditures primarily related to upgrades to the wood rooms at our Canadian mills and maintenance and optimization projects at our German mills. Investing activities in the three months ended March 31, 2022 used cash of $26.8 million primarily related to capital expenditures of $33.3 million. In the three months ended March 31, 2022, we received the final payment of $6.4 million of insurance proceeds for our property damage claim related to the Peace River recovery boiler.

We have lowered our estimated planned annual capital expenditures for 2023 to between $150 million and $180 million.

Cash Flows from Financing Activities. In the three months ended March 31, 2023, financing activities provided cash of $28.1 million. In the three months ended March 31, 2023, we borrowed approximately $30.1 million under our revolving credit facilities. In the three months ended March 31, 2022, financing activities provided cash of $24.6 million. In the first quarter of 2022, we borrowed $30.5 million under our revolving credit facilities and we received $1.1 million in government grants to partially finance innovation and greenhouse gas emission reduction capital projects at our Canadian mills.

Balance Sheet Data

The following table is a summary of selected financial information as of the dates indicated:


	March 31,		December 31,
	2023		2022
	(in thousands)
Cash and cash equivalents	$	300,560	$	354,032
Working capital	$	813,165	$	800,114
Total assets	$	2,740,475	$	2,725,037
Long-term liabilities	$	1,534,924	$	1,508,192
Total shareholders' equity	$	822,873	$	838,784

Sources and Uses of Funds

Our principal sources of funds are cash flows from operations and cash and cash equivalents on hand. Our principal uses of funds consist of operating expenditures, capital expenditures and interest payments on our senior notes.

The following table sets out our total capital expenditures and interest expense for the periods indicated:


	Three Months Ended March 31,
	2023		2022
	(in thousands)
Capital expenditures	$	33,429	$	33,293
Cash paid for interest expense(1)	$	33,240	$	32,073
Interest expense(2)	$	19,047	$	17,464

(1)

Amounts differ from interest expense, which includes non-cash items. See supplemental disclosure of cash flow information from our Interim Consolidated Statements of Cash Flows included in this report.

(2)

Interest on our senior notes due 2026 is paid semi-annually in January and July of each year. Interest on our senior notes due 2029 is paid semi-annually in February and August of each year.

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As of March 31, 2023, we had cash and cash equivalents of $300.6 million and approximately $255.4 million available under our revolving credit facilities and as a result aggregate liquidity of about $556.0 million.

We currently consider the majority of undistributed earnings of our foreign subsidiaries to be indefinitely reinvested and, accordingly, no U.S. income tax has been provided on such earnings. However, if we were required to repatriate funds to the United States, we believe that we currently could repatriate the majority thereof without incurring any material amount of taxes as a result of our shareholder advances and U.S. tax reform. However, it is currently not practical to estimate the income tax liability that might be incurred if such earnings were remitted to the United States. Substantially all of our undistributed earnings are held by our foreign subsidiaries outside of the United States.

Based upon the current level of operations and our current expectations for future periods in light of the current economic environment, and in particular, current and expected pulp and lumber pricing and foreign exchange rates, we believe that cash flow from operations and available cash, together with available borrowings under our revolving credit facilities, will be adequate to finance the capital requirements for our business including the payment of our quarterly dividend during the next 12 months.

In the future we may make acquisitions of businesses or assets or commitments to additional capital projects. To achieve the long-term goals of expanding our assets and earnings, including through acquisitions, capital resources will be required. Depending on the size of a transaction, the capital resources that will be required can be substantial. The necessary resources will be generated from cash flow from operations, cash on hand, borrowing against our assets or the issuance of securities.

Debt Covenants

Certain of our long-term obligations contain various financial tests and covenants customary to these types of arrangements. See our annual report on Form 10-K for the fiscal year ended December 31, 2022.

As of March 31, 2023, we were in full compliance with all of the covenants of our indebtedness.

Off-Balance Sheet Arrangements

As of March 31, 2023, we did not have any off-balance sheet arrangements (as defined in Item 303(a)(4)(ii) of Regulation S-K).

Contractual Obligations and Commitments

There were no material changes outside the ordinary course to any of our material contractual obligations during the three months ended March 31, 2023.

Foreign Currency

As a majority of our assets, liabilities and expenditures are held or denominated in euros or Canadian dollars, our consolidated financial results are subject to foreign currency exchange rate fluctuations.

We translate foreign denominated assets and liabilities into dollars at the rate of exchange on the balance sheet date. Equity accounts are translated using historical exchange rates. Unrealized gains or losses from these translations are recorded in other comprehensive income (loss) and do not affect our net earnings.

As a result of the weakening of the dollar versus the euro as of March 31, 2023, we recorded a net non-cash increase of $18.7 million in the carrying value of our net assets, consisting primarily of our property, plant and equipment denominated in euros. This non-cash increase does not affect our net loss, Operating EBITDA or cash but is reflected in our other comprehensive income and as an increase to our total equity. As a result, our accumulated other comprehensive loss decreased to $161.5 million.

Based upon the exchange rate as of March 31, 2023, the dollar has weakened by approximately 2% against the euro and was flat against the Canadian dollar since December 31, 2022. See "Quantitative and Qualitative Disclosures about Market Risk".

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Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect both the amount and the timing of the recording of assets, liabilities, revenues, and expenses in the consolidated financial statements and accompanying note disclosures. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. As the number of variables and assumptions affecting the probable future resolution of the uncertainties increases, these judgments become even more subjective and complex.

Our significant accounting policies are disclosed in Note 1 to our audited annual financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2022. While all of the significant accounting policies are important to the consolidated financial statements, some of these policies may be viewed as having a high degree of judgment. On an ongoing basis using currently available information, management reviews its estimates, including those related to 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.

We have identified certain accounting policies that are the most important to the portrayal of our current financial condition and results of operations.

For information about both our significant and critical accounting policies, see our annual report on Form 10-K for the fiscal year ended December 31, 2022.

Cautionary Statement Regarding Forward-Looking Information

The statements in this report that are not reported financial results or other historical information are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.

Generally, forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", or words of similar meaning, or future or conditional verbs, such as "will", "should", "could", or "may", although not all forward-looking statements contain these identifying words. Forward-looking statements are based on expectations, forecasts and assumptions by our management and involve a number of risks, uncertainties and other factors, many of which are beyond our control, that could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. These factors include, but are not limited to, the following:

Risks Related to our Business

•

Our business is highly cyclical in nature;

•

cyclical fluctuations in the price and supply of our raw materials, particularly fiber, could adversely affect our business;

•

our business, financial condition and results of operations could be adversely affected by disruptions in the global and European economies caused by Russia's invasion of Ukraine;

•

inflation or a sustained increase in our key production and other costs would lead to higher manufacturing costs which could reduce our margins;

•

the ongoing COVID-19 pandemic could materially adversely affect our business, financial position and results of operations;

•

we face intense competition in the forest products industry;

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•

our business is subject to risks associated with climate change and social and government responses thereto;

•

if we are unable to offer products certified to globally recognized forestry management and chain of custody standards or meet customers’ product specifications, it could adversely affect our ability to compete;

•

our operations require substantial capital and we may be unable to maintain adequate capital resources to provide for such capital requirements;

•

trends in non-print media and changes in consumer habits regarding the use of paper have and are expected to continue to adversely affect the demand for market pulp;

•

fluctuations in prices and demand for lumber could adversely affect our business;

•

our solid wood segment lumber products are vulnerable to declines in demand due to competing technologies or materials;

•

we may experience material disruptions to our production;

•

acquisitions may result in additional risks and uncertainties in our business;

•

we are subject to risks related to our employees;

•

we are dependent on key personnel;

•

if our long-lived assets become impaired, we may be required to record non-cash impairment charges that could have a material impact on our results of operations;

•

our insurance coverage may not be adequate;

•

we rely on third parties for transportation services;

•

failures or security breaches of our information technology systems could disrupt our operations and negatively impact our business;

•

we have limited control over the operations of the Cariboo mill;

Risks Related to our Debt

•

our level of indebtedness could negatively impact our financial condition, results of operations and liquidity;

•

changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost of financing and have an adverse effect on the market price of our securities;

•

we are exposed to interest rate fluctuations;

Risks Related to Macro-economic Conditions

•

a weakening of the global economy, including capital and credit markets, could adversely affect our business and financial results and have a material adverse effect on our liquidity and capital resources;

•

we are exposed to currency exchange rate fluctuations;

•

globally, central banks have raised interest rates in response to high inflation rates which could dampen macroeconomic conditions and business activity which could reduce demand for our products;

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•

political uncertainty, an increase in trade protectionism or geo-political conflict could have a material adverse effect on global macro-economic activities and trade and adversely affect our business, results of operations and financial condition;

•

we may incur losses as a result of unforeseen or catastrophic events, including the emergence of a new pandemic, terrorist attacks or natural disasters;

Legal and Regulatory Risks

•

we are subject to extensive environmental regulation and we could incur substantial costs as a result of compliance with, violations of or liabilities under applicable environmental laws and regulations;

•

we sell surplus green energy in Germany and are subject to changing energy legislation in response to high prices and energy shortages resulting from the war in Ukraine;

•

our international sales and operations are subject to applicable laws relating to trade, export controls, foreign corrupt practices and competition laws, the violation of which could adversely affect our operations;

Risks Related to Ownership of our Shares

•

the price of our common stock may be volatile; and

•

a small number of our shareholders could significantly influence our business.

Given these uncertainties, you should not place undue reliance on our forward-looking statements. The foregoing review of important factors is not exhaustive or necessarily in order of importance and should be read in conjunction with the risks and assumptions including those set forth under "Part II. Other Information – Item 1A. Risk Factors" and in reports and other documents we have filed with or furnished to the SEC, including in our annual report on Form 10-K for the fiscal year ended December 31, 2022. We advise you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf. Unless required by law, we do not assume any obligation to update forward-looking statements based on unanticipated events or changed expectations. However, you should carefully review the reports and other documents we file from time to time with the SEC.

Cyclical Nature of Business

Revenues

The pulp and lumber businesses are highly cyclical in nature and markets are characterized by periods of supply and demand imbalance, which in turn can materially affect prices. Pulp and lumber markets are sensitive to cyclical changes in the global economy, industry capacity and foreign exchange rates, all of which can have a significant influence on selling prices and our operating results. The length and magnitude of industry cycles have varied over time but generally reflect changes in macro-economic conditions and levels of industry capacity. Pulp and lumber are commodities that are generally available from other producers. Because commodity products have few distinguishing qualities from producer to producer, competition is generally based upon price, which is generally determined by supply relative to demand.

Industry capacity can fluctuate as changing industry conditions can influence producers to idle production capacity or permanently close mills. In addition, to avoid substantial cash costs in idling or closing a mill, some producers will choose to operate at a loss, sometimes even a cash loss, which can prolong weak pricing environments due to oversupply. Oversupply of our products can also result from producers introducing new capacity in response to favorable pricing trends. Certain integrated pulp and paper producers have the ability to discontinue paper production by idling their paper machines and selling their pulp production on the market, if market conditions, prices and trends warrant such actions.

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Demand for each of pulp and lumber has historically been determined primarily by general global macro-economic conditions and has been closely tied to overall business activity. Pulp and lumber prices have been and are likely to continue to be volatile and can fluctuate widely over time.

The third party industry quoted average European list prices for NBSK pulp between 2013 and 2023 have fluctuated between a low of $790 per ADMT in 2016 to a high of $1,500 per ADMT in 2022. In the same period, third party industry quoted average North American list prices for NBHK pulp have fluctuated between a low of $770 per ADMT in 2013 to a high of $1,620 per ADMT in 2022.

As a key construction material, the pricing and demand for lumber is also significantly influenced by the number of housing starts, especially in the United States. In the U.S., third party industry quoted monthly average western spruce/pine/fir (WSPF) 2 x 4 #2&Btr prices between 2013 and 2023 have fluctuated between a low of $245 per Mfbm in 2015 to a high of $1,604 per Mfbm in 2021. Similarly, the demand for CLT is primarily driven by the wood construction market and increased government policies focused on a low-carbon economy.

Our mills and operations voluntarily subject themselves to third-party certification as to compliance with internationally recognized, sustainable management standards because end use paper and lumber customers have shown an increased interest in understanding the origin of products they purchase. Demand for our products could be adversely affected if we, or our suppliers, are unable to achieve compliance, or are perceived by the public as failing to comply, with these standards or if our customers require compliance with alternate standards for which our operations are not certified.

A pulp producer's actual sales price realizations are net of customer discounts, rebates and other selling concessions. Accordingly, prices for pulp and lumber are driven by many factors outside our control, and we have little influence over the timing and extent of price changes, which are often volatile. Because market conditions beyond our control determine the prices for pulp and lumber, prices may fall below our cash production costs, requiring us to either incur short-term losses on product sales or cease production at one or more of our mills. Therefore, our profitability depends on managing our cost structure, particularly raw materials which represent a significant component of our operating costs and can fluctuate based upon factors beyond our control. If the prices of our products decline, or if prices for our raw materials increase, or both, our results of operations and cash flows could be materially adversely affected.

Costs

Our production costs are influenced by the availability and cost of raw materials, energy and labor, and our plant efficiencies and productivity. Our main raw material is fiber in the form of wood chips, pulp logs and sawlogs. Wood chip, pulp log and sawlog costs are primarily affected by the supply of, and demand for, lumber and pulp, which are both highly cyclical. Higher fiber prices could affect producer profit margins if they are unable to pass along price increases to pulp and lumber customers or purchasers of surplus energy.

Currency

We have manufacturing operations in Germany, Canada and the United States. Most of the operating costs and expenses of our German mills are incurred in euros and those of our Canadian mills in Canadian dollars. However, the majority of our sales are in products quoted in dollars. Our results of operations and financial condition are reported in dollars. As a result, our costs generally benefit from a strengthening dollar but are adversely affected by a decrease in the value of the dollar relative to the euro and to the Canadian dollar. Such declines in the dollar relative to the euro and the Canadian dollar reduce our operating margins and the cash flow available to fund our operations and to service our debt. This could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks from changes in interest rates and foreign currency exchange rates, particularly the exchange rates between the dollar and the euro and Canadian dollar. Changes in these rates may affect our results of operations and financial condition and, consequently, our fair value. We seek to manage these risks through internal risk management policies as well as the periodic use of derivatives.

For additional information, please refer to Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk included in our annual report on Form 10-K for the fiscal year ended December 31, 2022.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, referred to as the "Exchange Act"), as of the end of the period covered by this report. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act.

It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness and there can be no assurance that any design will succeed in achieving its stated goals.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are subject to routine litigation incidental to our business, including that which is described in our latest annual report on Form 10-K for the fiscal year ended December 31, 2022. We do not believe that the outcome of such litigation will have a material adverse effect on our business or financial condition.

ITEM 1A. RISK FACTORS

There have been no material changes to the factors disclosed in Item 1A. Risk Factors in our annual report on Form 10-K for the fiscal year ended December 31, 2022.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS


Exhibit No.		Description

10.1		Amendment and Restatement Agreement dated March 22, 2023 among Mercer Rosenthal GmbH, Mercer Timber Products GmbH, Mercer Stendal GmbH, Mercer Holz GmbH, Mercer Europe GmbH, Mercer Stendal Logistik GmbH, Mercer Timber Products Stendal GmbH, Mercer Torgau GmbH & Co. KG, Unicredit Bank AG, Commerzbank AG, Berlin Branch, Landesbank Baden-Württemberg and others relating to Revolving Facility Agreement dated September 15, 2022.

31.1		Section 302 Certification of Chief Executive Officer

31.2		Section 302 Certification of Chief Financial Officer

32.1*		Section 906 Certification of Chief Executive Officer

32.2*		Section 906 Certification of Chief Financial Officer

101		The following financial information from the Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2023 of Mercer International Inc., formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Interim Consolidated Statements of Operations; (ii) Interim Consolidated Statements of Comprehensive Income (Loss); (iii) Interim Consolidated Balance Sheets; (iv) Interim Consolidated Statements of Changes in Shareholders' Equity; (v) Interim Consolidated Statements of Cash Flows; and (vi) Notes to the Interim Consolidated Financial Statements.

104		The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 has been formatted in Inline XBRL.

* In accordance with Release No. 33-8212 of the SEC, these Certifications: (i) are "furnished" to the SEC and are not "filed" for the purposes of liability under the Securities Exchange Act of 1934, as amended; and (ii) are not to be subject to automatic incorporation by reference into any of the Company's registration statements filed under the Securities Act of 1933, as amended, for the purposes of liability thereunder or any offering memorandum, unless the Company specifically incorporates them by reference therein.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	MERCER INTERNATIONAL INC.

	By:		/s/ Juan Carlos Bueno
			Juan Carlos Bueno
			Chief Executive Officer

Date: May 4, 2023

FORM 10-Q

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