Mercer International Inc. Reports 2008 Fourth Quarter and Year End Results


NEW YORK, Feb. 11, 2009 (GLOBE NEWSWIRE) -- Mercer International Inc. (Nasdaq:MERC) (TSX:MRI.U) today reported results for the fourth quarter and year ended December 31, 2008. Total revenues in the fourth quarter of 2008 decreased to EUR172.0 million (US$226.6 million) from EUR173.4 million (US$251.3 million) in the same period of 2007. We recorded an Operating EBITDA loss of EUR7.5 million (US$9.9 million) in the current quarter, compared to Operating EBITDA of EUR37.2 million (US$53.9 million) in the fourth quarter of 2007 as rapidly declining market conditions and a non-cash inventory write-down of EUR11.3 million in the current quarter adversely affected our results.



 Summary Financial Highlights of the 2008 Fourth Quarter
  and Year End Results

                         Q4        Q3        Q4       Year      Year
                        2008      2008      2007      2008      2007
                      --------  --------  --------  --------  --------
                  (in millions of Euros, except where otherwise stated)

 Pulp revenues        E  161.0  E  178.6  E  167.2  E  689.3  E  704.4
 Energy revenues          11.0       6.2       6.2      31.0      22.9
 Operating income
  (loss) from
  continuing
  operations             (21.4)      9.9      22.7      13.3      69.6
 Operating EBITDA
  (loss)                  (7.5)     24.0      37.2      69.1     126.2
 Unrealized gain
  (loss) on derivative
  instruments            (29.7)     (8.2)      1.4     (25.2)     13.5
 Foreign exchange gain
  (loss) on debt          (0.9)     (9.6)      3.7      (4.2)     11.0
 Net income (loss)
  from continuing
  operations             (59.0)    (17.2)      7.3     (72.5)     22.4
 Net income (loss)
  per share
  Basic               E  (1.63) E  (0.47) E  (0.20) E  (2.00) E   0.61
  Diluted             E  (1.63) E  (0.47) E  (0.18) E  (2.00) E   0.58

 Summary Operating Highlights of the 2008 Fourth Quarter
  and Year End Results

                         Q4        Q3        Q4       Year      Year
                        2008      2008      2007      2008      2007
                      --------  --------  --------  --------  --------

 Pulp Production
  ('000 ADMTs)           338.9     368.4     370.1   1,425.0   1,404.7
 Scheduled Production
  Downtime
  ('000 ADMTs)            21.0       9.0        --      47.0      46.0
 Pulp Sales
  ('000 ADMTs)           364.1     363.8     322.9   1,423.0   1,352.6
 NBSK pulp list price
  in Europe (US$/ADMT)     698       878       850       839       800
 NBSK pulp list price
  in Europe (E/ADMT)       530       585       587       571       584
 Average pulp sales
  realizations
  (E/ADMT)(1)              436       484       512       478       516
 Energy Production
  ('000 MWh)             348.8     377.3     369.0   1,456.6   1,401.9
 Energy Sales
  ('000 MWh)             107.9     119.5     113.4     456.1     430.4
 Average Spot Currency
  Exchange Rates:
 E / $(2)               0.7591    0.6658    0.6901    0.6800    0.7294
 C$ / $(2)              1.2118    1.0416    0.9818    1.0669    1.0740
 C$ / E(3)              1.5951    1.5620    1.4230    1.5603    1.4690
 -------------------------
 (1) List price, less discounts and commissions.
 (2) Average Federal Reserve Bank of New York noon spot rate over
     the reporting period.
 (3) Average Bank of Canada noon spot rate over the reporting period.

  E = Euros

President's Comments

Mr. Jimmy S.H. Lee, President and Chairman, stated: "During the fourth quarter we faced very difficult market conditions. Collapsing global pulp demand and rising world pulp inventories adversely affected our sales as customers revised their outlook and purchasing patterns. Additionally, like many other commodities, prices for NBSK pulp recently have come under significant pressure over the past number of months, and declined rapidly in the fourth quarter to US$635/ADMT at year end. The current market environment also impacted the carrying value of our finished goods and fiber inventories, requiring us to record a non-cash provision of EUR11.3 million against these inventories in the fourth quarter, in order to reflect lower anticipated selling prices. In 2009, pulp prices to date have stabilized at the current low levels and we do not expect any further inventory write-downs in the first quarter."

Mr. Lee continued: "Amidst these challenging economic conditions, we are taking a variety of actions to conserve cash and reduce costs. Additionally, in February, we successfully completed an agreement to amend the loan facility of our 70% owned subsidiary that operates the Stendal mill, to provide the mill with increased liquidity and financial flexibility to operate through the current market downturn."

Mr. Lee added: "Despite the trying times facing our industry we are carrying out our strategic long-term plans, including our focus on energy generation, and we are very pleased with the recent signing of an energy purchase agreement with BC Hydro for the sale of electricity from our Celgar mill."

Mr. Lee continued: "With pulp market conditions at historically depressed levels, we believe that a rebalancing of supply and demand is essential to a market turn-around. However, before such a rebalancing can occur, we expect that there will be further closures of and downtime at high cost mills."

Mr. Lee concluded: "We believe the long-term fundamentals of our business are sound and our objective during this economic storm is to continue to add value and position ourselves and our shareholders for a strong rebound when the market recovers."

Three Months Ended December 31, 2008 Compared to Three Months Ended December 31, 2007

Pulp revenues for the three months ended December 31, 2008 decreased by 3.7% to EUR161.0 million from EUR167.2 million in the comparative period of 2007, as market conditions deteriorated markedly beginning in the current quarter. Revenues from the sale of excess energy increased by approximately 77.4% in the fourth quarter to EUR11.0 million from EUR6.2 million in the same quarter last year.

Pulp production decreased to 338,909 ADMTs in the current quarter, from 370,081 ADMTs in the same quarter of 2007. We took a total of 11 days scheduled maintenance downtime at our Stendal mill in the current quarter, compared to no downtime at our mills in the fourth quarter of 2007.

Although pulp sales volume increased to 364,088 ADMTs in the current quarter from 322,916 ADMTs in the comparative period of 2007, average pulp sales realizations decreased by approximately 14.8% to EUR436 per ADMT in the fourth quarter of 2008, compared to EUR512 per ADMT in the same period last year.

Costs and expenses in the fourth quarter of 2008 increased to EUR193.4 million from EUR150.7 million in the comparative period of 2007.

On average, our fiber costs increased by approximately 13.4% in the fourth quarter of 2008 from the same period in 2007, primarily because of an inventory provision of EUR7.1 million against our fiber inventories which we were required to record as a result of weakening NBSK pulp markets. Excluding this provision, our fiber costs increased by 4.5% in the current quarter from the same period last year. In Germany fiber costs were generally flat while fiber expenses at our Celgar mill increased in the current quarter due to a decrease in the availability of residual wood chips and the resulting increase in whole log chipping at the mill.

During the fourth quarter of 2008, our raw material inventories decreased to EUR38.2 million from EUR47.0 million at the end of the third quarter of 2008. Our pulp inventories decreased by approximately 33.6% to EUR37.9 million in the fourth quarter of 2008 from EUR57.1 million at the end of the prior quarter as our mills implemented aggressive sales initiatives to reduce high inventory levels, as well as the effect of a provision against such inventories in the amount of EUR4.2 million which we were required to take as a result of weakening NBSK markets.

For the fourth quarter of 2008, we recorded an operating loss from continuing operations of EUR21.4 million, compared to income from continuing operations of EUR22.7 million in the comparative quarter of 2007 primarily due to lower price realizations resulting from deteriorating market conditions and the impact of the non-cash inventory provisions totaling EUR11.3 million taken against our finished goods and fiber inventories.

Interest expense in the fourth quarter of 2008 decreased to EUR16.7 million from EUR17.3 million in the comparative quarter of 2007.

Our 70% owned subsidiary, Stendal, recorded an unrealized loss of EUR29.7 million on our interest rate derivatives at the end of the current quarter, compared to an unrealized gain of EUR1.4 million in the same quarter of last year in large part due to the significant decrease in long-term European interest rates. We recorded a foreign exchange loss on our debt of EUR0.9 million in the fourth quarter of 2008 compared to a gain of EUR3.7 million in the same period last year as a result of the strengthening of the U.S. dollar in the current quarter.

In the fourth quarter of 2008, the minority shareholder's interest in the Stendal loss was EUR10.0 million, compared to EUR0.5 million of income in the same quarter of last year.

In the fourth quarter of 2008, we reported an Operating EBITDA loss of EUR7.5 million compared to Operating EBITDA of EUR37.2 million in the fourth quarter of 2007 and EUR24.0 million in the third quarter of 2008. EBITDA in the current quarter includes a non-cash inventory write-down of EUR11.3 million. Operating EBITDA is defined as operating income (loss) from continuing operations plus depreciation and amortization and non-recurring capital asset impairment charges. Management uses Operating EBITDA as a benchmark measurement of its own operating results, and as a benchmark relative to its competitors. Management considers it to be a meaningful supplement to operating income as a performance measure primarily because depreciation expense and non-recurring capital asset impairment charges are not an actual cash cost, and depreciation expense varies widely from company to company in a manner that management considers largely independent of the underlying cost efficiency of their operating facilities. In addition, we believe Operating EBITDA is commonly used by securities analysts, investors and other interested parties to evaluate our financial performance.

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

We reported a net loss from continuing operations for the fourth quarter of 2008 of EUR59.0 million, or EUR1.63 per basic and diluted share, compared to net income from continuing operations of EUR7.3 million, or EUR0.20 per basic share and EUR0.18 per diluted share in the fourth quarter of 2007. As at December 31, 2008 and 2007, respectively, we had 36,422,487 and 36,285,027 common shares outstanding.

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Pulp revenues for the year ended December 31, 2008 decreased by 2.1% to EUR689.3 million from EUR704.4 million in the year ended December 31, 2007, primarily due to the challenging market conditions in the second half of the year and the weakness of the U.S. dollar in much of the first three quarters of 2008. In 2008, revenues from the sale of excess energy increased to EUR31.0 million from EUR22.9 million in 2007.

Pulp production increased to 1,424,987 ADMTs in 2008, from 1,404,673 ADMTs in 2007 as all of our mills generally performed well and our Stendal and Rosenthal mills marked a record production year. We took a total of 33 days scheduled maintenance downtime at our mills in each of 2008 and 2007 and expect to take approximately 27 days in 2009.

Pulp sales volume increased to 1,423,300 ADMTs in 2008 compared to 1,352,590 ADMTs in 2007. Average pulp sales realizations decreased by approximately 7.4% to EUR478 per ADMT in 2008 from EUR516 per ADMT in 2007 because of weakening market conditions in the second half of 2008.

Costs and expenses in 2008 increased to EUR707.0 million from EUR657.7 million in 2007.

On average, and excluding the effect of the provisions recorded against our fiber inventories, fiber costs in 2008 were generally flat from 2007. In Germany fiber costs decreased slightly as sustained production curtailments by large parts of the European board industry lowered demand for fiber throughout 2008 and decreased prices for roundwood offset price increases in wood chips caused by decreasing sawmilling activity. Fiber costs at our Celgar mill increased in 2008 from the prior year, primarily as a result of increased whole log chipping and higher freight costs incurred in the delivery of wood chips to the mill. Overall, in the short-term, we currently expect fiber prices in Germany to remain generally level with 2008 fourth quarter prices. However, possible reductions in harvesting rates by German forest owners in response to market conditions could lead to an undersupply of roundwood and upward pressure on fiber prices later in the year. Fiber costs at our Celgar mill are expected to decrease as we move further into 2009 as a result of lower wood chip prices, improved logistics and decreased costs for whole log chipping as a result of the recent modernization of our woodroom.

During 2008, our raw material inventories increased slightly to EUR38.2 million from EUR38.0 million at the end of 2007. Our pulp inventories decreased to EUR37.9 million in 2008 from EUR43.1 million at the end of 2007.

For 2008, operating income decreased to EUR13.3 million from EUR69.6 million in 2007 primarily due to lower sales realizations resulting from deteriorating market conditions in the second half of 2008 and inventory provisions of EUR11.3 million.

Interest expense in 2008 decreased to EUR65.8 million from EUR71.4 million in 2007, primarily due to lower levels of borrowing.

We recorded an unrealized loss of EUR25.2 million on our interest rate derivatives at the end of 2008, primarily due to the significant decrease in long-term European interest rates, compared to a net gain on derivatives of EUR20.4 million last year. We recorded a foreign exchange loss on our debt of EUR4.2 million in 2008 as a result of the strengthening of the U.S. dollar in the latter part of the year, compared to a gain of EUR11.0 million in 2007.

In 2008, the minority shareholder's interest in the Stendal loss was EUR13.1 million, compared to EUR1.3 million of income last year.

In 2008, Operating EBITDA was EUR69.1 million compared to EUR126.2 million in 2007. For a definition of Operating EBITDA, see page 4 of this press release and for a reconciliation of net income to Operating EBITDA, see page 7 of the financial tables included in this press release.

We reported a net loss from continuing operations for 2008 of EUR72.5 million, or EUR2.00 per basic and diluted share, as compared to net income from continuing operations of EUR22.4 million, or EUR0.62 per basic share and EUR0.58 per diluted share in 2007.

Liquidity and Capital Resources

In light of the ongoing distress in financial markets and current economic environment, we are providing additional information concerning our liquidity and capital resources as well as our long-term debt commitments.

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



                                               Years Ended December 31,
                                                ----------------------
                                                   2008        2007
                                                ----------  ----------
                                                    (in thousands)

 Financial Position
 Cash and cash equivalents                      E   42,452  E   84,848
 Restricted cash                                    13,000      33,000
 Working capital                                   154,374     168,743
 Property, plant and equipment                     881,704     933,258
 Total assets                                    1,180,230   1,283,517
 Long-term liabilities                             909,478     885,339
 Shareholders' equity                              166,225     276,662

 E = Euros

As at December 31, 2008, our cash and cash equivalents were EUR42.5 million, working capital was EUR154.4 million and we had approximately EUR45.0 million in available undrawn lines of credit.

In February 2009, our 70% owned subsidiary, Zellstoff Stendal GmbH ("Stendal"), successfully completed an agreement to amend (the "Amending Agreement") the project loan facility established to build and operate the Stendal mill (the "Stendal Facility") to increase its liquidity and financial flexibility in the current difficult market environment. The Stendal Facility is our only credit facility which currently has scheduled principal payments. The Amending Agreement revises the repayment schedule of principal payments due by deferring approximately EUR164.0 million of principal payments (the "Deferred Amount"), until maturity on September 30, 2017. The Deferred Amount includes approximately EUR20.0 million, EUR26.0 million and EUR21.0 million of scheduled principal payments in 2009, 2010 and 2011, respectively. The Amending Agreement also provides for a 100% cash sweep of any excess cash of Stendal which will be used first to prepay the Deferred Amount and second fund the facility's debt reserve service account. Not included in the cash sweep is a cash amount of EUR15.0 million which Stendal is permitted to retain for working capital purposes. As part of the amendment, we are required to make a capital contribution of EUR10.0 million to the share capital of Stendal.

In January 2009 we also reached an agreement with the lender under the C$40.0 million working capital facility established for our Celgar mill (the "Celgar Facility") to extend its maturity from May 19, 2009 to May 19, 2010.

We are currently seeking a debt financing in the amount of C$45.0 million to fund the green-energy project at our Celgar mill and have commenced preliminary discussions with a number of lenders.

As at December 31, 2008, we had an aggregate amount of EUR531.1 million outstanding under the Stendal Facility and had drawn approximately C$31.0 million under the Celgar Facility. As at December 31, 2008 we had not drawn any amount under the EUR40.0 million working capital facility for our Rosenthal mill.

During the next twelve months, we will be required to make principal payments totaling EUR16.5 million under our Stendal Facility.

Restricted Group

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



                                               Years Ended December 31,
                                                ----------------------
                                                   2008        2007
                                                ----------  ----------
                                                    (in thousands)

 Restricted Group Financial Position
 Cash and cash equivalents                      E   26,176  E   59,371
 Working capital                                   101,490     120,486
 Property, plant and equipment                     351,009     385,569
 Total assets                                      579,777     627,854
 Long-term liabilities                             324,638     305,158
 Shareholders' equity                              210,179     278,582

 E = Euros

As at December 31, 2008, our Restricted Group had cash and cash equivalents of EUR26.2 million, working capital of EUR101.5 million and approximately EUR45.0 million in available undrawn lines of credit.

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 Thursday, February 12, 2009 at 10:00 AM (Eastern Standard Time). Listeners can access the conference call live and archived through March 12, 2009, over the Internet at http://investor.shareholder.com/media/eventdetail.cfm?mediaid=35514&c=MERC&mediakey=6840E432D363FCCF7B6B2DAAE3044B6B&e=0 or through a link on the Company's News/Financial page at http://www.mercerint.com/s/NewsReleases.asp. Please allow 15 minutes prior to the call to visit the site and download and install any necessary audio software. A replay of this call will be available approximately two hours after the live call ends until February 19, 2009 at 11:59 PM (Eastern Standard Time). The replay number is (800) 642-1687 for domestic callers or (706) 645-9291 for international callers, and the passcode is 84881863.

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

The Mercer International Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5417

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



                      MERCER INTERNATIONAL INC.

                     CONSOLIDATED BALANCE SHEETS
                       (In thousands of Euros)

                                                     December 31,
                                                ----------------------
                                                   2008        2007
                                                ----------  ----------
 ASSETS
 Current assets
  Cash and cash equivalents                     E   42,452  E   84,848
  Cash, restricted                                  13,000          --
  Receivables                                      100,158      89,890
  Note receivable, current portion                     642       5,896
  Inventories                                       98,457     103,610
  Prepaid expenses and other                         4,192       6,015
                                                ----------  ----------
 Total current assets                              258,901     290,259
                                                ----------  ----------
 Long-term assets
  Cash, restricted                                      --      33,000
  Property, plant and equipment                    881,704     933,258
  Investments                                          419          96
  Deferred note issuance and other costs             4,011       5,303
  Deferred income tax                               31,666      17,624
  Note receivable, less current portion              3,529       3,977
                                                ----------  ----------
                                                   921,329     993,258
                                                ----------  ----------
 Total assets                                   E1,180,230  E1,283,517
                                                ==========  ==========
 LIABILITIES
 Current liabilities
  Accounts payable and accrued expenses         E   87,517  E   87,000
  Pension and other post-retirement benefit
   obligations, current portion                        510         493
  Debt, current portion                             16,500      34,023
                                                ----------  ----------
 Total current liabilities                         104,527     121,516
                                                ----------  ----------
 Long-term liabilities
  Debt, less current portion                       803,796     815,832
  Unrealized interest rate derivative losses        47,112      21,885
  Pension and other post-retirement
   benefit obligations                              12,846      19,983
  Capital leases and other                          11,267       8,999
  Deferred income tax                               34,457      18,640
                                                ----------  ----------
                                                   909,478     885,339
                                                ----------  ----------
 Total liabilities                               1,014,005   1,006,855
                                                ----------  ----------
 SHAREHOLDERS' EQUITY
 Share capital                                     202,844     202,844
 Paid-in capital                                       299         134
 Retained (deficit) earnings                       (35,046)     37,419
 Accumulated other comprehensive (loss) income      (1,872)     36,265
                                                ----------  ----------
 Total shareholders' equity                        166,225     276,662
                                                ----------  ----------
 Total liabilities and shareholders' equity     E1,180,230  E1,283,517
                                                ==========  ==========

 E = Euros



                      MERCER INTERNATIONAL INC.

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

                          Three Months Ended          Year Ended
                              December 31,           December 31,
                        ----------------------  ----------------------
                           2008        2007        2008        2007
                        ----------  ----------  ----------  ----------

 Revenues
  Pulp revenues         E  161,031  E  167,146  E  689,320  E  704,391
  Energy revenues           10,965       6,242      30,971      22,904
                        ----------  ----------  ----------  ----------
                           171,996     173,388     720,291     727,295

 Costs and expenses
  Operating costs          179,822     131,745     626,933     575,238
  Operating depreciation
   and amortization         13,816      14,397      55,484      56,400
                        ----------  ----------  ----------  ----------
                           (21,642)     27,246      37,874      95,657
  Selling, general and
   administrative
   expenses                  5,355       8,414      30,158      30,714
  (Sale) purchase of
   emission allowances      (5,613)     (3,877)     (5,613)     (4,643)
                        ----------  ----------  ----------  ----------
 Operating income from
  continuing operations    (21,384)     22,709      13,329      69,586
                        ----------  ----------  ----------  ----------

 Other income (expense)
  Interest expense         (16,699)    (17,292)    (65,756)    (71,400)
  Investment income
   (loss)                     (874)        667      (1,174)      4,453
  Foreign exchange gain
   (loss) on debt             (943)      3,729      (4,234)     10,958
  Realized gain on
   derivative
   instruments                  --          --          --       6,820
  Unrealized gain (loss)
   on derivative
   instruments             (29,743)      1,381     (25,228)     13,537
                        ----------  ----------  ----------  ----------
 Total other income
  (expense)                (48,259)    (11,515)    (96,392)    (35,632)
                        ----------  ----------  ----------  ----------
 Income (loss) before
  income taxes and
  minority interest
  from continuing
  operations               (69,643)     11,194     (83,063)     33,954
 Income tax benefit
  (provision) - current       (433)     (1,293)       (501)     (2,170)
              - deferred     1,006      (2,185)     (1,976)     (8,144)
                        ----------  ----------  ----------  ----------
 Income (loss) before
  minority interest from
  continuing operations    (69,070)      7,716     (85,540)     23,640
 Minority interest          10,038        (466)     13,075      (1,251)
                        ----------  ----------  ----------  ----------
 Net income (loss) from
  continuing operations    (59,032)      7,250     (72,465)     22,389
 Net loss from
  discontinued
  operations                    --         (12)         --        (210)
                        ----------  ----------  ----------  ----------
 Net income (loss)      E  (59,032) E    7,238  E  (72,465) E   22,179
                        ==========  ==========  ==========  ==========

 Retained earnings
  (deficit), beginning
  of period                 23,986      30,181      37,419      15,240
                        ----------  ----------  ----------  ----------
 Retained earnings
  (deficit), end
  of period             E  (35,046) E   37,419  E  (35,046) E   37,419
                        ==========  ==========  ==========  ==========

 Net income (loss) from
  continuing operations
  per share:
  Basic                 E    (1.63) E     0.20  E    (2.00) E     0.62
                        ==========  ==========  ==========  ==========
  Diluted               E    (1.63) E     0.18  E    (2.00) E     0.58
                        ==========  ==========  ==========  ==========
 Net income (loss)
  per share:
  Basic                 E    (1.63) E     0.20  E    (2.00) E     0.61
                        ==========  ==========  ==========  ==========
  Diluted               E    (1.63) E     0.18  E    (2.00) E     0.58
                        ==========  ==========  ==========  ==========

 E = Euros


                      MERCER INTERNATIONAL INC.

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

The terms of the indenture governing our 9.25% senior unsecured notes require that we provide the results of operations and financial condition of Mercer International Inc. and our restricted subsidiaries under the indenture, collectively referred to as the "Restricted Group". As at and during the three months and year ended December 31, 2008 and 2007, the Restricted Group was comprised of Mercer International Inc., certain holding subsidiaries and our Rosenthal and Celgar mills. The Restricted Group excludes the Stendal mill.



                                       December 31, 2008
                        ----------------------------------------------
                        Restricted Unrestricted   Elimin   Consolidated
                           Group   Subsidiaries   -ations     Group
                        ----------  ----------  ----------  ----------
 ASSETS
 Current
  Cash and cash
   equivalents          E   26,176  E   16,276  E       --  E   42,452
  Cash, restricted              --      13,000          --      13,000
  Receivables               57,258      42,900          --     100,158
  Note receivable,
   current portion             642          --          --         642
  Inventories               59,801      38,656          --      98,457
  Prepaid expenses
   and other                 2,573       1,619          --       4,192
                        ----------  ----------  ----------  ----------
 Total current assets      146,450     112,451          --     258,901
 Property, plant
  and equipment            351,009     530,695          --     881,704
 Other                       4,425           5          --       4,430
 Deferred income tax        18,439      13,227          --      31,666
 Due from
  unrestricted group        55,925          --     (55,925)         --
 Note receivable, less
  current portion            3,529          --          --       3,529
                        ----------  ----------  ----------  ----------
 Total assets           E  579,777  E  656,378  E  (55,925) E1,180,230
                        ==========  ==========  ==========  ==========

 LIABILITIES
 Current
  Accounts payable and
   accrued expenses     E   44,450  E   43,067  E       --  E   87,517
  Pension and other
   post-retirement
   benefit obligations,
   current portion             510          --          --         510
  Debt, current portion         --      16,500          --      16,500
                        ----------  ----------  ----------  ----------
 Total current
  liabilities               44,960      59,567          --     104,527
 Debt, less current
  portion                  289,222     514,574          --     803,796
 Due to restricted group        --      55,925     (55,925)         --
 Unrealized derivative
  loss                          --      47,112          --      47,112
 Pension and other
  post-retirement
  benefit obligations       12,846          --          --      12,846
 Capital leases
  and other                  7,167       4,100          --      11,267
 Deferred income tax        15,403      19,054          --      34,457
                        ----------  ----------  ----------  ----------
 Total liabilities         369,598     700,332     (55,925)  1,014,005
                        ----------  ----------  ----------  ----------

 SHAREHOLDERS' EQUITY
 Total shareholders'
  equity (deficit)         210,179     (43,954)         --     166,225
                        ----------  ----------  ----------  ----------
 Total liabilities and
  shareholders' equity  E  579,777  E  656,378  E  (55,925) E1,180,230
                        ==========  ==========  ==========  ==========

 E = Euros



                      MERCER INTERNATIONAL INC.

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

                                      December 31, 2007
                        ----------------------------------------------
                        Restricted Unrestricted   Elimin   Consolidated
                          Group    Subsidiaries   -ations     Group
                        ----------  ----------  ----------  ----------
 ASSETS
 Current
  Cash and cash
   equivalents          E   59,371  E   25,477  E       --  E   84,848
  Receivables               37,482      52,408          --      89,890
  Note receivable,
   current portion             589       5,307          --       5,896
  Inventories               63,444      40,166          --     103,610
  Prepaid expenses
   and other                 3,714       2,301          --       6,015
                        ----------  ----------  ----------  ----------
 Total current assets      164,600     125,659          --     290,259
  Cash, restricted              --      33,000          --      33,000
  Property, plant
   and equipment           385,569     547,689          --     933,258
  Other                      5,399          --          --       5,399
  Deferred income tax       10,852       6,772          --      17,624
  Due from unrestricted
   group                    57,457          --     (57,457)         --
  Note receivable, less
   current portion           3,977          --          --       3,977
                        ----------  ----------  ----------  ----------
 Total assets           E  627,854  E  713,120  E  (57,457) E1,283,517
                        ==========  ==========  ==========  ==========

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

 SHAREHOLDERS' EQUITY
 Total shareholders'
  equity (deficit)         278,582      (1,920)         --     276,662
                        ----------  ----------  ----------  ----------
 Total liabilities and
  shareholders' equity  E  627,854  E  713,120  E  (57,457) E1,283,517
                        ==========  ==========  ==========  ==========

 E = Euros



                      MERCER INTERNATIONAL INC.

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

                            Three Months Ended December 31, 2008
                        ----------------------------------------------
                        Restricted Unrestricted   Elimin   Consolidated
                           Group   Subsidiaries   -ations      Group
                        ----------  ----------  ----------  ----------
 Revenues               E  103,692  E   68,304  E       --  E  171,996
                        ----------  ----------  ----------  ----------
 Operating costs           107,615      72,207          --     179,822
 Operating depreciation
  and amortization           7,061       6,755          --      13,816
 Selling, general and
  administrative
  expenses                   2,212       3,143          --       5,355
 (Sale) purchase of
  emission allowances         (433)     (5,180)         --      (5,613)
                        ----------  ----------  ----------  ----------
                           116,455      76,925          --     193,380
                        ----------  ----------  ----------  ----------
  Operating income
   (loss) from
   continuing operations   (12,763)     (8,621)         --     (21,384)
                        ----------  ----------  ----------  ----------

 Other income (expense)
  Interest expense          (7,258)    (10,917)      1,476     (16,699)
  Investment income
   (loss)                    1,862      (1,260)     (1,476)       (874)
  Foreign exchange gain
   (loss) on debt             (933)        (10)         --        (943)
  Derivative financial
   instruments                  --     (29,743)         --     (29,743)
                        ----------  ----------  ----------  ----------
  Total other income
   (expense)                (6,329)    (41,930)         --     (48,259)
                        ----------  ----------  ----------  ----------
   Income (loss) before
    income taxes and
    minority interest
    from continuing
    operations             (19,092)    (50,551)         --     (69,643)
 Income tax benefit
  (provision)               (5,444)      6,017          --         573
                        ----------  ----------  ----------  ----------
  Income (loss) before
   minority interest
   from continuing
   operations              (24,536)    (44,534)         --     (69,070)
 Minority interest              --      10,038          --      10,038
                        ----------  ----------  ----------  ----------
  Net income (loss)     E  (24,536) E  (34,496) E       --  E  (59,032)
                        ==========  ==========  ==========  ==========

                              Three Months Ended December 31, 2007
                        ----------------------------------------------
                        Restricted Unrestricted   Elimin   Consolidated
                          Group    Subsidiaries   -ations     Group
                        ----------  ----------  ----------  ----------
 Revenues               E   92,985  E   80,403  E       --  E  173,388
                        ----------  ----------  ----------  ----------
 Operating costs            74,048      57,697          --     131,745
 Operating depreciation
  and amortization           7,581       6,816          --      14,397
 Selling, general and
  administrative
  expenses                   5,335       3,079          --       8,414
 (Sale) purchase of
  emission allowances       (1,298)     (2,579)         --      (3,877)
                        ----------  ----------  ----------  ----------
                            85,666      65,013          --     150,679
                        ----------  ----------  ----------  ----------
  Operating income
   (loss) from
   continuing operations     7,319      15,390          --      22,709
                        ----------  ----------  ----------  ----------
 Other income (expense)
  Interest expense          (7,058)    (11,181)        947     (17,292)
  Investment income
   (loss)                    1,542          72        (947)        667
  Foreign exchange gain
   (loss) on debt            3,821         (92)         --       3,729
  Derivative financial
   instruments, net             --       1,381          --       1,381
                        ----------  ----------  ----------  ----------
  Total other income
   (expense)                (1,695)     (9,820)         --     (11,515)
                        ----------  ----------  ----------  ----------
  Income (loss) before
   income taxes and
   minority interest
   from continuing
   operations                5,624       5,570          --      11,194
 Income tax benefit
  (provision)               (1,495)     (1,983)         --      (3,478)
                        ----------  ----------  ----------  ----------
  Income before minority
   interest from
   continuing operations     4,129       3,587          --       7,716
 Minority interest              --        (466)         --        (466)
                        ----------  ----------  ----------  ----------
  Net income (loss) from
   continuing operations     4,129       3,121          --       7,250
  Net income (loss) from
   discontinued
   operations                  (12)         --          --         (12)
                        ----------  ----------  ----------  ----------
  Net income            E    4,117  E    3,121  E       --  E    7,238
                        ==========  ==========  ==========  ==========
 E = Euros



                      MERCER INTERNATIONAL INC.

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

                                  Year Ended December 31, 2008
                        ----------------------------------------------
                        Restricted Unrestricted   Elimin   Consolidated
                          Group    Subsidiaries   -ations     Group
                        ----------  ----------  ----------  ----------
 Revenues               E  413,088  E  307,203  E       --  E  720,291
                        ----------  ----------  ----------  ----------
 Operating costs           369,923     257,010          --     626,933
 Operating depreciation
  and amortization          28,589      26,895          --      55,484
 Selling, general and
  administrative
  expenses                  17,406      12,752          --      30,158
 (Sale) purchase of
  emission allowances         (433)     (5,180)         --      (5,613)
                        ----------  ----------  ----------  ----------
   Operating income from
    continuing
    operations              (2,397)     15,726          --      13,329
                        ----------  ----------  ----------  ----------

 Other income (expense)
  Interest expense         (27,027)    (43,117)      4,388     (65,756)
  Investment income
   (loss)                    6,834      (3,620)     (4,388)     (1,174)
  Derivative financial
   instruments                  --     (25,228)         --     (25,228)
  Foreign exchange gain
   on debt                  (4,114)       (120)         --      (4,234)
                        ----------  ----------  ----------  ----------
  Total other income
   (expense)               (24,307)    (72,085)         --     (96,392)
                        ----------  ----------  ----------  ----------
   Income (loss) before
    income taxes and
    minority interest
    from continuing
    operations             (26,704)    (56,359)         --     (83,063)
 Income tax benefit
  (provision)               (3,728)      1,251          --      (2,477)
                        ----------  ----------  ----------  ----------
   Income (loss) before
    minority interest
    from continuing
    operations             (30,432)    (55,108)         --     (85,540)
 Minority interest              --      13,075          --      13,075
                        ----------  ----------  ----------  ----------
   Net income (loss)
    from continuing
    operations             (30,432)    (42,033)         --     (72,465)
                        ----------  ----------  ----------  ----------
   Net income (loss)    E  (30,432) E  (42,033) E       --  E  (72,465)
                        ==========  ==========  ==========  ==========


                                  Year Ended December 31, 2007
                        ----------------------------------------------
                        Restricted Unrestricted   Elimin   Consolidated
                          Group    Subsidiaries   -ations     Group
                        ----------  ----------  ----------  ----------
 Revenues               E  410,369  E  316,926  E       --  E  727,295
                        ----------  ----------  ----------  ----------
 Operating costs           328,954     246,284          --     575,238
 Operating depreciation
  and amortization          28,661      27,739          --      56,400
 Selling, general and
  administrative
  expenses                  17,650      13,064          --      30,714
 (Sale) purchase of
   emission allowances      (1,566)     (3,077)         --      (4,643)
                        ----------  ----------  ----------  ----------
   Operating income from
    continuing
    operations              36,670      32,916          --      69,586
                        ----------  ----------  ----------  ----------

 Other income (expense)
  Interest income
   (expense)               (28,472)    (46,653)      3,725     (71,400)
  Investment income          5,303       2,875      (3,725)      4,453
  Derivative financial
   instruments, net             --      20,357          --      20,357
  Foreign exchange gain
   on debt                  10,629         329          --      10,958
                        ----------  ----------  ----------  ----------
  Total other income
   (expense)               (12,540)    (23,092)         --     (35,632)
                        ----------  ----------  ----------  ----------
   Income (loss) before
    income taxes and
    minority interest
    from continuing
    operations              24,130       9,824          --      33,954
 Income tax benefit
  (provision)               (6,428)     (3,886)         --     (10,314)
                        ----------  ----------  ----------  ----------
   Income (loss) before
    minority interest
    from continuing
    operations              17,702       5,938          --      23,640
 Minority interest              --      (1,251)         --      (1,251)
                        ----------  ----------  ----------  ----------
   Net income (loss)
    from continuing
    operations              17,702       4,687          --      22,389
   Net income (loss)
    from discontinued
    operations                (210)         --          --        (210)
                        ----------  ----------  ----------  ----------
   Net income (loss)    E   17,492  E    4,687  E       --  E   22,179
                        ==========  ==========  ==========  ==========
 E = Euros


                      MERCER INTERNATIONAL INC.

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

                          Three Months Ended          Year Ended
                              December 31,            December 31,
                        ----------------------  ----------------------
                           2008        2007        2008        2007
                        ----------  ----------  ----------  ----------

 Net income (loss)
  from continuing
  operations            E  (59,032) E    7,250  E  (72,465) E   22,389
 Minority interest         (10,038)        466     (13,075)      1,251
 Income taxes (benefits)      (573)      3,478       2,477      10,314
 Interest expense           16,699      17,292      65,756      71,400
 Investment (income)
  loss                         874        (667)      1,174      (4,453)
 Unrealized foreign
  exchange (gain) loss
  on debt                      943      (3,729)      4,234     (10,958)
 Derivative financial
  instruments, net          29,743      (1,381)     25,228     (20,357)
                        ----------  ----------  ----------  ----------
 Operating income from
  continuing operations    (21,384)     22,709      13,329      69,586
 Add: Depreciation and
  amortization              13,883      14,461      55,762      56,658
                        ----------  ----------  ----------  ----------
 Operating EBITDA(1)    E   (7,501) E   37,170  E   69,091  E  126,244
                        ==========  ==========  ==========  ==========
 ------------------
 (1) Operating EBITDA does not reflect the impact of a number of
     items that affect our net income (loss), including financing
     costs and the effect of derivative instruments. Operating EBITDA
     is not a measure of financial performance under accounting
     principles generally accepted in the United States, and should
     not be considered as an alternative to net income (loss) or
     income (loss) from operations as a measure of performance, nor
     as an alternative to net cash from operating activities as a
     measure of liquidity. Operating EBITDA has significant
     limitations as an analytical tool, and should not be considered
     in isolation, or as a substitute for analysis of our results as
     reported under GAAP.

 E = Euros

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

                          Three Months Ended          Year Ended
                             December 31,             December 31,
                        ----------------------  ----------------------
                           2008        2007        2008        2007
                        ----------  ----------  ----------  ----------
 Restricted Group
 Net income (loss) from
  continuing
  operations(1)         E  (24,536) E    4,129  E  (30,432) E   17,702
 Income taxes (benefits)     5,444       1,495       3,728       6,428
 Interest expense            7,258       7,058      27,027      28,472
 Investment (income)
  loss                      (1,862)     (1,542)     (6,834)     (5,303)
 Unrealized foreign
  exchange (gain) loss
  on debt                      933      (3,821)      4,114     (10,629)
                        ----------  ----------  ----------  ----------
 Operating income (loss)
  from continuing
  operations               (12,763)      7,319      (2,397)     36,670
 Add: Depreciation and
  amortization               7,128       7,648      28,867      28,919
                        ----------  ----------  ----------  ----------
 Operating EBITDA(2)    E   (5,635) E   14,967  E   26,470  E   65,589
                        ==========  ==========  ==========  ==========
 ------------------
 (1) For the Restricted Group, net income (loss) from continuing
     operations and net income (loss) are the same in 2008 only.

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

 E = Euros


            

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