Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2023

MERCER INTERNATIONAL INC.

(Exact name of Registrant as Specified in Its Charter)

Washington

000-51826

47-0956945

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (604) 684-1099

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition

The information furnished under Item 2.02 of this Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On November 2, 2023, Mercer International Inc. (the “Company”) announced by press release the Company’s results for its third quarter ended September 30, 2023. A copy of such press release is furnished as Exhibit 99.1 to this Current Report.

Item 8.01. Other Events

On November 2, 2023, the Company announced by press release that its board of directors had authorized a quarterly cash dividend of $0.075 per share to be paid on December 28, 2023 to all shareholders of record on December 20, 2023. A copy of such press release is furnished as Exhibit 99.1 to this Current Report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.


Exhibit Number		Description
99.1		Press Release dated November 2, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: November 2, 2023	By:	/s/ Richard Short
		Richard Short
		Chief Financial Officer

EXHIBIT 99.1

For Immediate Release

MERCER INTERNATIONAL INC. REPORTS THIRD QUARTER AND FIRST NINE MONTHS OF 2023 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.075

Selected Highlights

•

Third quarter Operating EBITDA* of $37.5 million and net loss of $26.0 million

•

Continued strong growth and integration of our mass timber business

•

Enhanced liquidity by completing $200 million 2028 senior note issue and expanding availability under German revolving credit facility by €70 million

•

Quarterly cash dividend of $0.075 per share

NEW YORK, NY, November 2, 2023 ‑ Mercer International Inc. (Nasdaq: MERC) today reported that Operating EBITDA in the third quarter was $37.5 million compared to $140.9 million in the same quarter of 2022 and improved from negative $68.7 million in the prior quarter of 2023.

In the third quarter of 2023, net loss was $26.0 million (or $0.39 per share) compared to net income of $66.7 million (or $1.01 per basic share and $1.00 per diluted share) in the third quarter of 2022 and a net loss of $98.3 million (or $1.48 per share) in the second quarter of 2023.

In the nine months ended September 30, 2023, Operating EBITDA was negative $3.7 million compared to positive $440.4 million in the same period of 2022. In the nine months ended September 30, 2023, net loss was $154.8 million (or $2.33 per share) compared to net income of $227.0 million (or $3.43 per basic share and $3.41 per diluted share) in the same period of 2022.

Mr. Juan Carlos Bueno, the Chief Executive Officer, stated: “Our third quarter results were significantly better than the second quarter due to lower fiber and other production costs as inflationary pressures eased. Fiber costs for

____________________

*Operating EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States ("GAAP") and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. See page 6 of the financial tables included in this press release for a reconciliation of net income (loss) to Operating EBITDA.

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all our mills decreased in the third quarter from the prior quarter driven by the availability of calamity wood in Germany, our renegotiation of fiber costs for Celgar and the ramp up of our wood room at the Peace River mill.

During the third quarter of this year, we continued to be negatively impacted by the overall weakness in the pulp and lumber markets. Pulp prices in China showed modest signs of recovery as customers started restocking. At the end of September, softwood pulp prices in China were $67 per tonne higher and hardwood pulp prices were $55 per tonne higher compared to the end of the second quarter. Late in the third quarter we also started to see modest price improvements in Europe and stabilization in North America.

In the third quarter we had 39 days of downtime (approximately 48,400 ADMTs) at our pulp mills which included 13 days for planned maintenance and 26 days for market curtailment at our Celgar mill. All other mills ran very efficiently during the quarter. In the fourth quarter of 2023, we are planning for a total of 29 days of maintenance downtime (41,200 ADMTs) at our pulp mills.

Since 2021, we have invested approximately $396.6 million to expand our solid wood activities and product mix to acquire the Mercer Spokane Mass Timber facility, Torgau facility and the recent acquisitions of mass timber facilities in Arkansas and Canada. During the quarter both sales volumes and revenues for our mass timber business increased as we continued the integration activities of these operations. The new operations increased both our production capacity and our product range to include glulam products sought by our customers. We saw strong growth in our mass timber business by securing major customer contracts and building up our order book. The scale of these contracts has significantly ramped up operations. The mass timber business is a key component of our strategy and we expect strong growth for the coming years as we continue to ramp up our operations.

In September, we reinforced our liquidity position by completing a private offering of the $200 million 2028 senior notes and increasing the availability of our German revolving credit facility by €70 million to €370 million."

Mr. Bueno concluded: “Although year to date, the pulp and lumber markets have been soft, we are now seeing some improvements, including modestly higher pulp pricing across all our markets and lower costs, particular for fiber. Our team has demonstrated resilience by focusing on the variables we can control such as reducing our inventories and capital spending, and cutting discretionary spending to ensure our cash and liquidity levels continue to be healthy. As a result of our strong liquidity, we are well positioned to continue to execute our strategic plan through this business cycle, while maintaining a strong focus on lowering costs and liquidity. ”

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Consolidated Financial Results


	Q3			Q2			Q3		YTD			YTD
	2023			2023			2022		2023			2022
	(in thousands, except per share amounts)
Revenues	$	470,821		$	529,863		$	532,814	$	1,523,350		$	1,697,881
Operating income (loss)	$	(3,426	)	$	(108,832	)	$	108,723	$	(132,379	)	$	345,105
Operating EBITDA	$	37,527		$	(68,680	)	$	140,867	$	(3,683	)	$	440,393
Net income (loss)	$	(25,956	)	$	(98,306	)	$	66,746	$	(154,840	)	$	227,015
Net income (loss) per common share
Basic	$	(0.39	)	$	(1.48	)	$	1.01	$	(2.33	)	$	3.43
Diluted	$	(0.39	)	$	(1.48	)	$	1.00	$	(2.33	)	$	3.41

Consolidated – Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

Total revenues in the third quarter of 2023 decreased by approximately 12% to $470.8 million from $532.8 million in the same quarter of 2022 primarily due to lower pulp, energy and lumber sales realizations partially offset by higher sales volumes, the inclusion of Torgau, and higher manufactured product sales realizations.

Costs and expenses in the third quarter of 2023 increased by approximately 12% to $474.2 million from $424.1 million in the third quarter of 2022 primarily due to the inclusion of Torgau and higher sales volumes partially offset by lower per unit fiber, freight and other production costs. In the third quarter of 2023, we received an aggregate of $8.2 million of insurance proceeds relating to the fire last year at our Stendal mill compared to $3.1 million of insurance proceeds in the comparative quarter.

In the third quarter of 2023, Operating EBITDA was $37.5 million compared to $140.9 million in the same quarter of 2022 primarily due to lower pulp, energy and lumber sales realizations partially offset by lower per unit fiber, freight and other production costs and higher sales volumes.

Segment Results

Pulp


	Three Months Ended September 30,
	2023		2022
	(in thousands)
Pulp revenues	$	318,102	$	395,459
Energy and chemical revenues	$	30,751	$	61,198
Operating income	$	21,181	$	109,985

In the third quarter of 2023, pulp segment operating income was $21.2 million compared to $110.0 million in the same quarter of 2022 primarily as a result of lower pulp and energy sales realizations and the negative impact of a weaker dollar partially offset by lower per unit fiber, freight and other production costs, higher sales volumes, and the receipt of insurance proceeds of $8.2 million.

Our pulp segment revenues decreased by approximately 24% to $348.9 million from $456.7 million in the same

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quarter of 2022 primarily because of the overall weak pulp market and lower energy revenues.

Pulp revenues in the third quarter of 2023 decreased by approximately 20% to $318.1 million from $395.5 million in the same quarter of 2022 due to lower sales realizations only partially offset by higher sales volumes.

Total pulp sales volumes increased by approximately 14% to 487,199 ADMTs in the third quarter of 2023 from 425,854 ADMTs in the same quarter of 2022 primarily because of higher production and the timing of sales.

In the third quarter of 2023, third party industry quoted average list prices for NBSK pulp were materially lower in all our markets compared to the same quarter of 2022. Our average NBSK pulp sales realizations decreased by approximately 27% to $666 per ADMT in the third quarter of 2023 from approximately $911 per ADMT in the same quarter of 2022. In the third quarter of 2023, our average NBHK pulp sales realizations decreased by approximately 46% compared to the same quarter of 2022.

Energy and chemical revenues decreased by approximately 50% to $30.8 million in the third quarter of 2023 from $61.2 million in the same quarter of 2022 as a result of lower energy sales realizations partially offset by higher sales volumes.

Costs and expenses in the third quarter of 2023 decreased by approximately 5% to $327.9 million from $346.7 million in the same quarter of 2022 primarily due to lower per unit fiber, freight and other production costs and the receipt of insurance proceeds in 2023, partially offset by a higher sales volume.

In the third quarter of 2023 per unit fiber costs decreased by approximately 12% from the same quarter of 2022 due to the sale and revaluation in the current quarter of inventory for which we took an impairment charge in the prior quarter. After giving effect to such impairment, per unit fiber costs increased as a result of strong demand in the mills' fiber baskets and lower wood chip availability for our Celgar mill because of regional sawmill curtailments. We currently expect per unit fiber costs to decrease in the fourth quarter of 2023 driven by improved supply.

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Solid Wood


	Three Months Ended September 30,
	2023			2022
	(in thousands)
Lumber revenues	$	50,815		$	54,327
Energy revenues	$	5,468		$	8,111
Manufactured products revenues(1)	$	20,850		$	7,117
Pallet revenues	$	28,807		$	—
Biofuels revenues(2)	$	11,387		$	—
Wood residuals revenues	$	2,220		$	4,711
Operating income (loss)	$	(19,690	)	$	2,896

______________

(1)

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

(2)

Biofuels includes pellets and briquettes.

In the third quarter of 2023, operating loss was $19.7 million compared to operating income of $2.9 million in the same quarter of 2022 primarily due to lower lumber and energy sales realizations partially offset by higher manufactured products sales realizations.

In the third quarter of 2023, solid wood segment revenues increased by approximately 61% to $119.5 million from $74.3 million in the same quarter of 2022 primarily as a result of the inclusion of Torgau and the ramping up of our mass timber operations partially offset by lower lumber and energy revenues.

In the third quarter of 2023, lumber revenues decreased by approximately 6% to $50.8 million from $54.3 million in the same quarter of 2022 due to lower sales realizations partially offset by higher sales volumes. In the third 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 57% of our lumber revenues and approximately 49% of our lumber sales volumes in the third quarter of 2023. The majority of the balance of our lumber sales were to Europe.

In the third quarter of 2023, our mass timber operations continued the ramp up of their operations and manufactured products revenues increased to $20.9 million from $7.1 million in the comparative quarter of 2022 as a result of both higher sales volumes and realizations.

Energy and wood residuals revenues in the third quarter of 2023 decreased by approximately 40% to $7.7 million from $12.8 million in the same quarter of 2022 primarily caused by lower sales realizations.

Pallet revenues of $28.8 million and biofuels revenues of $11.4 million in the third quarter of 2023 are from the inclusion of Torgau.

In the third quarter of 2023, lumber production modestly decreased to 94.4 MMfbm from 97.1 MMfbm in the same quarter of 2022 as a result of maintenance downtime and the overall weak lumber market partially offset by the

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inclusion of Torgau.

Lumber sales volumes increased by approximately 28% to 114.7 MMfbm in the third quarter of 2023 from 89.8 MMfbm in the same quarter of 2022 primarily due to the timing of sales.

Average lumber sales realizations decreased by approximately 27% to $443 per Mfbm in the third quarter of 2023 from approximately $605 per Mfbm in the same quarter of 2022 as a result of lower demand in both the U.S. and European markets.

Manufactured products sales realizations increased to $1,752 per m3 in the third quarter of 2023 from $677 per m3 in the same quarter of 2022 as a result of higher CLT sales volumes.

Fiber costs were approximately 70% of our lumber cash production costs in the third quarter of 2023. In the third quarter of 2023, per unit fiber costs for lumber production modestly decreased compared to the same quarter of 2022 due to an increased supply of beetle damaged wood. We currently expect modestly lower per unit fiber costs in the fourth quarter of 2023 as a result of continuing availability of beetle damaged wood.

Consolidated ‑ Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Total revenues for the nine months ended September 30, 2023 decreased by approximately 10% to $1,523.4 million from $1,697.9 million in the same period of 2022 primarily due to lower pulp, lumber and energy sales realizations partially offset by the inclusion of Torgau and higher sales volumes.

Costs and expenses in the nine months ended September 30, 2023 increased by approximately 22% to $1,655.7 million from $1,352.8 million in the same period of 2022 primarily caused by the inclusion of Torgau, higher per unit fiber costs, which includes the net inventory impairment charges at our Canadian pulp mills of $56.6 million, higher sales volumes and higher chemical costs. These increases were partially offset by the receipt of $37.7 million of insurance proceeds.

In the nine months ended September 30, 2023, Operating EBITDA was negative $3.7 million compared to a positive $440.4 million in the same period of 2022 primarily due to lower pulp, lumber and energy sales realizations, higher per unit fiber costs, which includes the net inventory impairment charges at our Canadian pulp mills, and higher chemical costs partially offset by insurance proceeds received and higher sales volumes .

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Liquidity

During the quarter we increased the availability of our German revolving credit facility by €70.1 million to €370.1 million and completed a private offering of the $200.0 million 2028 senior notes. We utilized approximately $70.0 million of such proceeds to pay down our revolving credit facilities in September and October, 2023.

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


	September 30,		December 31,
	2023		2022
	(in thousands)
Cash and cash equivalents	$	343,725	$	354,032
Working capital	$	796,634	$	800,114
Total assets	$	2,655,001	$	2,725,037
Long-term liabilities	$	1,721,683	$	1,508,192
Total shareholders' equity	$	665,452	$	838,784

As of September 30, 2023, we had cash and cash equivalents of $343.7 million and approximately $304.7 million available under our revolving credit facilities and as a result aggregate liquidity of about $648.4 million.

Quarterly Dividend

A quarterly dividend of $0.075 per share will be paid on December 28, 2023 to all shareholders of record on December 20, 2023. Future dividends will be subject to Board approval and may be adjusted as business and industry conditions warrant.

Earnings Release Call

In conjunction with this release, Mercer International Inc. will host a conference call, which will be simultaneously broadcast live over the Internet. Management will host the call, which is scheduled for November 3, 2023 at 10:00 AM ET. Listeners can access the conference call live and archived for 30 days over the Internet at https://edge.media-server.com/mmc/p/qc4iogaa/ or through a link on the company's home page at https://www.mercerint.com. Please allow 15 minutes prior to the call to visit the web site and download and install any necessary audio software.

Mercer International Inc. is a global forest products company with operations in Germany, USA and Canada with consolidated annual production capacity of 2.3 million tonnes of pulp, 960 million board feet of lumber, 210 thousand cubic meters of cross-laminated timber, 45 thousand cubic meters of glulam, 17 million pallets and 230,000 metric tonnes of biofuels. To obtain further information on the company, please visit its web site at https://www.mercerint.com.

Page 8

The preceding includes forward looking statements which involve known and unknown risks and uncertainties which may cause our actual results in future periods to differ materially from forecasted results. Words such as "expects", "anticipates", "are optimistic that", "projects", "intends", "designed", "will", "believes", "estimates", "may", "could" and variations of such words and similar expressions are intended to identify such forward-looking statements. Among those factors which could cause actual results to differ materially are the following: the highly cyclical nature of our business, raw material costs, our level of indebtedness, competition, foreign exchange and interest rate fluctuations, our use of derivatives, expenditures for capital projects, environmental regulation and compliance, disruptions to our production, market conditions and other risk factors listed from time to time in our SEC reports.

APPROVED BY:

Jimmy S.H. Lee

Executive Chairman

(604) 684-1099

Juan Carlos Bueno

Chief Executive Officer

(604) 684-1099

-FINANCIAL TABLES FOLLOW-

Summary Financial Highlights


	Q3			Q2			Q3			YTD			YTD
	2023			2023			2022			2023			2022
	(in thousands, except per share amounts)
Pulp segment revenues	$	348,853		$	402,694		$	456,657		$	1,151,948		$	1,402,892
Solid wood segment revenues		119,547			126,050			74,266			366,611			290,048
Corporate and other revenues		2,421			1,119			1,891			4,791			4,941
Total revenues	$	470,821		$	529,863		$	532,814		$	1,523,350		$	1,697,881

Pulp segment operating income (loss)	$	21,181		$	(83,459	)	$	109,985		$	(49,507	)	$	271,692
Solid wood segment operating income (loss)		(19,690	)		(22,493	)		2,896			(69,252	)		84,923
Corporate and other operating loss		(4,917	)		(2,880	)		(4,158	)		(13,620	)		(11,510	)
Total operating income (loss)	$	(3,426	)	$	(108,832	)	$	108,723		$	(132,379	)	$	345,105

Pulp segment depreciation and amortization	$	28,186		$	27,783		$	28,174		$	83,368		$	82,859
Solid wood segment depreciation and amortization		12,517			12,126			3,733			44,541			11,719
Corporate and other depreciation and amortization		250			243			237			787			710
Total depreciation and amortization	$	40,953		$	40,152		$	32,144		$	128,696		$	95,288

Operating EBITDA	$	37,527		$	(68,680	)	$	140,867		$	(3,683	)	$	440,393
Income tax recovery (provision)	$	(3,984	)	$	27,479		$	(31,294	)	$	28,851		$	(89,656	)
Net income (loss)	$	(25,956	)	$	(98,306	)	$	66,746		$	(154,840	)	$	227,015
Net income (loss) per common share
Basic	$	(0.39	)	$	(1.48	)	$	1.01		$	(2.33	)	$	3.43
Diluted	$	(0.39	)	$	(1.48	)	$	1.00		$	(2.33	)	$	3.41
Common shares outstanding at period end		66,525			66,525			66,167			66,525			66,167

Summary Operating Highlights


	Q3		Q2		Q3		YTD		YTD
	2023		2023		2022		2023		2022
Pulp Segment
Pulp production ('000 ADMTs)
NBSK		397.5		450.7		362.9		1,278.2		1,216.7
NBHK		82.5		24.9		82.1		179.7		190.4
Annual maintenance downtime ('000 ADMTs)		13.3		24.5		17.3		51.2		71.5
Annual maintenance downtime (days)		13		25		17		48		60
Pulp sales ('000 ADMTs)
NBSK		425.1		473.6		356.6		1,277.2		1,267.4
NBHK		62.1		63.3		69.3		182.8		185.0
Average NBSK pulp prices ($/ADMT)(1)
Europe		1,160		1,247		1,500		1,261		1,422
China		680		668		969		746		959
North America		1,293		1,510		1,800		1,493		1,690
Average NBHK pulp prices ($/ADMT)(1)
China		530		483		855		574		779
North America		1,023		1,277		1,620		1,274		1,483
Average pulp sales realizations ($/ADMT)(2)
NBSK		666		706		911		735		865
NBHK		530		602		990		642		858
Energy production ('000 MWh)(3)		524.4		538.3		484.2		1,597.4		1,512.4
Energy sales ('000 MWh)(3)		214.8		207.7		174.3		619.4		568.3
Average energy sales realizations ($/MWh)(3)		108		101		339		112		233
Solid Wood Segment
Lumber
Production (MMfbm)		94.4		122.3		97.1		350.7		324.8
Sales (MMfbm)		114.7		133.9		89.8		388.4		310.7
Average sales realizations ($/Mfbm)		443		443		605		438		782
Energy
Production and sales ('000 MWh)		39.0		41.9		20.6		121.4		70.6
Average sales realizations ($/MWh)		140		128		394		136		260
Manufactured products(4)
Production ('000 cubic meters)		10.9		3.2		15.0		14.9		28.0
Sales ('000 cubic meters)		11.0		6.1		10.5		21.4		22.7
Average sales realizations ($/cubic meters)		1,752		2,243		677		1,672		756
Pallets
Production ('000 units)		2,895.1		2,747.2		-		8,522.5		-
Sales ('000 units)		2,765.3		2,882.7		-		8,590.4		-
Average sales realizations ($/unit)		10		11		-		11		-
Biofuels(5)
Production ('000 tonnes)		52.1		43.6		-		128.3		-
Sales ('000 tonnes)		38.7		40.4		-		105.0		-
Average realizations ($/tonne)		294		254		-		284		-
Average Spot Currency Exchange Rates
$ / €(6)		1.0884		1.0888		1.0066		1.0835		1.0636
$ / C$(6)		0.7458		0.7447		0.7659		0.7433		0.7796

______________

(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)

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

(5)

Biofuels includes pellets and briquettes.

(6)

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

MERCER INTERNATIONAL INC.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Revenues	$	470,821		$	532,814		$	1,523,350		$	1,697,881
Costs and expenses
Cost of sales, excluding depreciation and amortization		403,267			367,710			1,430,805			1,187,476
Cost of sales depreciation and amortization		40,884			32,122			128,485			95,223
Selling, general and administrative expenses		30,096			24,259			96,439			70,077
Operating income (loss)		(3,426	)		108,723			(132,379	)		345,105
Other income (expenses)
Interest expense		(21,863	)		(17,935	)		(61,001	)		(52,731	)
Other income		3,317			7,252			9,689			24,297
Total other expenses, net		(18,546	)		(10,683	)		(51,312	)		(28,434	)
Income (loss) before income taxes		(21,972	)		98,040			(183,691	)		316,671
Income tax recovery (provision)		(3,984	)		(31,294	)		28,851			(89,656	)
Net income (loss)	$	(25,956	)	$	66,746		$	(154,840	)	$	227,015
Net income (loss) per common share
Basic	$	(0.39	)	$	1.01		$	(2.33	)	$	3.43
Diluted	$	(0.39	)	$	1.00		$	(2.33	)	$	3.41
Dividends declared per common share	$	0.075		$	0.075		$	0.225		$	0.225

MERCER INTERNATIONAL INC.

INTERIM CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share data)


	September 30, 2023			December 31, 2022
ASSETS
Current assets
Cash and cash equivalents	$	343,725		$	354,032
Accounts receivable, net		266,927			351,993
Inventories		422,151			450,470
Prepaid expenses and other		31,697			21,680
Total current assets		1,064,500			1,178,175
Property, plant and equipment, net		1,396,747			1,341,322
Investment in joint ventures		43,933			45,635
Amortizable intangible assets, net		50,322			61,497
Goodwill		33,921			30,937
Operating lease right-of-use assets		17,351			15,049
Pension asset		3,514			4,397
Other long-term assets		44,713			48,025
Total assets	$	2,655,001		$	2,725,037
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and other	$	267,343		$	377,306
Pension and other post-retirement benefit obligations		523			755
Total current liabilities		267,866			378,061
Long-term debt		1,589,776			1,346,508
Pension and other post-retirement benefit obligations		10,768			12,178
Operating lease liabilities		11,593			9,475
Other long-term liabilities		14,158			14,072
Deferred income tax		95,388			125,959
Total liabilities		1,989,549			1,886,253
Shareholders’ equity
Common shares $1 par value; 200,000,000 authorized; 66,525,000 issued and outstanding (2022 – 66,167,000)		66,471			66,132
Additional paid-in capital		358,055			354,495
Retained earnings		428,319			598,119
Accumulated other comprehensive loss		(187,393	)		(179,962	)
Total shareholders’ equity		665,452			838,784
Total liabilities and shareholders’ equity	$	2,655,001		$	2,725,037

MERCER INTERNATIONAL INC.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Cash flows from (used in) operating activities
Net income (loss)	$	(25,956	)	$	66,746		$	(154,840	)	$	227,015
Adjustments to reconcile net income (loss) to cash flows from operating activities
Depreciation and amortization		40,953			32,144			128,696			95,288
Deferred income tax provision (recovery)		9,520			620			(34,529	)		15,627
Inventory impairment (recovery)		(10,000	)		—			56,600			—
Defined benefit pension plans and other post-retirement benefit plan expense		621			424			1,518			1,301
Stock compensation expense		1,754			1,214			4,367			3,680
Foreign exchange transaction gains		(4,830	)		(11,283	)		(4,336	)		(24,702	)
Other		459			(3,726	)		(6,142	)		(4,497	)
Defined benefit pension plans and other post-retirement benefit plan contributions		(251	)		(511	)		(1,816	)		(2,905	)
Changes in working capital
Accounts receivable		65,592			(17,679	)		89,102			(4,297	)
Inventories		8,543			(8,803	)		(19,011	)		(23,870	)
Accounts payable and accrued expenses		(100,449	)		34,323			(107,630	)		37,569
Other		(11,290	)		(6,809	)		(12,265	)		(10,198	)
Net cash from (used in) operating activities		(25,334	)		86,660			(60,286	)		310,011
Cash flows from (used in) investing activities
Purchase of property, plant and equipment		(37,391	)		(48,554	)		(110,302	)		(128,875	)
Acquisition, net of cash acquired		—			(257,367	)		(82,100	)		(257,367	)
Property insurance proceeds		2,727			1,164			5,437			7,574
Proceeds from government grants		4,642			—			4,642			1,067
Purchase of term deposit		—			—			—			(75,000	)
Other		716			405			2,641			972
Net cash from (used in) investing activities		(29,306	)		(304,352	)		(179,682	)		(451,629	)
Cash flows from (used in) financing activities
Proceeds from issuance of senior notes		200,000			—			200,000			—
Proceeds from (repayment of) revolving credit facilities, net		(3,129	)		99,065			51,278			116,503
Dividend payments		(4,989	)		(4,962	)		(9,971	)		(9,922	)
Payment of debt issuance costs		(4,552	)		(1,849	)		(4,552	)		(3,033	)
Payment of finance lease obligations		(2,058	)		(1,640	)		(5,845	)		(8,246	)
Other		(114	)		(27	)		(343	)		(593	)
Net cash from (used in) financing activities		185,158			90,587			230,567			94,709
Effect of exchange rate changes on cash and cash equivalents		(131	)		(5,502	)		(906	)		(11,447	)
Net increase (decrease) in cash and cash equivalents		130,387			(132,607	)		(10,307	)		(58,356	)
Cash and cash equivalents, beginning of period		213,338			419,861			354,032			345,610
Cash and cash equivalents, end of period	$	343,725		$	287,254		$	343,725		$	287,254

MERCER INTERNATIONAL INC.

COMPUTATION OF OPERATING EBITDA

(Unaudited)

(In thousands)

Operating EBITDA is defined as operating income (loss) plus depreciation and amortization and non-recurring capital asset impairment charges. Management uses Operating EBITDA as a benchmark measurement of its own operating results, and as a benchmark relative to its competitors. Management considers it to be a meaningful supplement to operating income (loss) as a performance measure primarily because depreciation expense and non-recurring capital asset impairment charges are not an actual cash cost, and depreciation expense varies widely from company to company in a manner that management considers largely independent of the underlying cost efficiency of 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, nor as an alternative to net cash from (used in) operating activities as a measure of liquidity. The following tables set forth the net income (loss) to Operating EBITDA:


	Q3			Q2			Q3			YTD			YTD
	2023			2023			2022			2023			2022
Net income (loss)	$	(25,956	)	$	(98,306	)	$	66,746		$	(154,840	)	$	227,015
Income tax provision (recovery)		3,984			(27,479	)		31,294			(28,851	)		89,656
Interest expense		21,863			20,091			17,935			61,001			52,731
Other income		(3,317	)		(3,138	)		(7,252	)		(9,689	)		(24,297	)
Operating income (loss)		(3,426	)		(108,832	)		108,723			(132,379	)		345,105
Add: Depreciation and amortization		40,953			40,152			32,144			128,696			95,288
Operating EBITDA	$	37,527		$	(68,680	)	$	140,867		$	(3,683	)	$	440,393

Document and Entity Information	Nov. 02, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 02, 2023
Entity Registrant Name	MERCER INTERNATIONAL INC.
Entity Central Index Key	0001333274
Entity File Number	000-51826
Entity Tax Identification Number	47-0956945
Entity Incorporation, State or Country Code	WA
Entity Emerging Growth Company	false
Entity Address, Address Line One	Suite 1120
Entity Address, Address Line Two	700 West Pender Street
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V6C 1G8
City Area Code	(604)
Local Phone Number	684-1099
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	MERC
Security Exchange Name	NASDAQ