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SEC Filings | Domtar Corporation

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SEC Filings | Domtar Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 1, 2007 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 001-33164 DOMTAR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 20-5901152 (State of Incorporation) (I.R.S. Employer Identification No.) 395 de Maisonneuve West, Montreal, Quebec H3A 1L6 Canada (Address of principal executive offices) (zip code) (514) 848-5400 (Registrant’s telephone number) 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 x NO ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x At July 31, 2007, 463,898,174 shares of the issuer’s voting common stock were outstanding. TABLE OF CONTENTS DOMTAR CORPORATION FORM 10-Q For the Quarterly Period Ended July 1, 2007 INDEX PART I FINANCIAL INFORMATION 3 ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) 3 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 40 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 63 ITEM 4. CONTROLS AND PROCEDURES 64 PART II OTHER INFORMATION 65 ITEM 1. LEGAL PROCEEDINGS 65 ITEM 1A. RISK FACTORS 65 ITEM 6. EXHIBITS 65 2 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) DOMTAR CORPORATION CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF INCOME Twenty-six Thirteen weeks ended weeks ended June July 1 June 25 July 1 25 2007 2006 2007 2006 (In millions of US dollars, unless otherwise noted) (Unaudited) $ $ $ $ Sales 1,620 809 2,671 1,638 Operating expenses Cost of sales, excluding depreciation and amortization 1,317 711 2,172 1,418 Depreciation and amortization 131 76 209 152 Selling, general and administrative 103 43 150 87 Impairment of goodwill (NOTE 10) — — — 749 1,551 830 2,531 2,406 Operating income (loss) 69 (21) 140 (768) Interest expense 47 — 58 — Income (loss) before income taxes 22 (21) 82 (768) Income tax expense (recovery) (NOTE 7) 11 (9) 22 (9) Net income (loss) 11 (12) 60 (759) Per common share (in dollars) (NOTE 5) Net income (loss) Basic 0.02 (0.04) 0.14 (2.67) Diluted 0.02 (0.04) 0.14 (2.67) Weighted average number of common shares outstanding (millions) Basic 515.2 284.1 431.7 284.1 Diluted 516.3 284.1 432.3 284.1 The accompanying notes are an integral part of the consolidated financial statements. 3 DOMTAR CORPORATION CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS As at July 1 December 31 2007 2006 (In millions of US dollars, unless otherwise noted) (Unaudited) $ $ Assets Current assets Cash and cash equivalents 80 1 Receivables, less allowances of $9 and $2 (NOTE 8) 528 340 Inventories (NOTE 9) 1,004 520 Prepaid expenses 27 6 Income and other taxes receivable 9 — Deferred income taxes 61 22 Total current assets 1,709 889 Property, plant and equipment, at cost 9,751 6,696 Accumulated depreciation (3,857) (3,631) Net property, plant and equipment 5,894 3,065 Goodwill (NOTE 10) 134 14 Intangible assets, net of amortization 29 — Other assets (NOTE 11) 123 30 Total assets 7,889 3,998 Liabilities and shareholders’ equity Current liabilities Bank indebtedness 74 — Trade and other payables 708 250 Income and other taxes payable 37 6 Long-term debt due within one year (NOTE 13) 19 12 Total current liabilities 838 268 Long-term debt (NOTE 13) 2,425 32 Deferred income taxes 1,093 758 Other liabilities and deferred credits (NOTE 14) 439 25 Commitments and contingencies (NOTE 16) Shareholders’ equity Business Unit equity — 2,852 Common stock (NOTE 15) 5 — Exchangeable shares (NOTE 15) 362 — Additional paid-in capital 2,478 — Retained earnings 37 — Accumulated other comprehensive income 212 63 Total shareholders’ equity 3,094 2,915 Total liabilities and shareholders’ equity 7,889 3,998 The accompanying notes are an integral part of the consolidated financial statements. 4 DOMTAR CORPORATION CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY Issued and outstanding common and exchangeable Accumulated stock Common Business Additional other Total (millions of stock, at Exchangeable unit paid in Retained comprehensive shareholders’ shares) par shares equity capital earnings income equity (In millions of US dollars, unless otherwise noted) (Unaudited) $ $ $ $ $ $ $ Balance as at December 31, 2006 — — — 2,852 — — 63 2,915 Contribution of Weyerhaeuser fine paper business to Domtar Corporation 284.1 3 — — — — — 3 Net income to March 6, 2007 — — — 23 — — — 23 Distribution to Weyerhaeuser Co prior to March 7, 2007 — — — (1,431) — — (1,431) Acquisition of Domtar Inc. 230.9 2 500 — 1,032 — — 1,534 Post closing adjustments (NOTE 1) — — — (138) — — 5 (133) Transfer of business unit equity — — — (1,306) 1,306 — — — Conversion of exchangeable shares — — (138) — 138 — — — Issuance of common shares 0.2 — — — 2 — — 2 Net income from March 7 to July 1, 2007 (NOTE 1) — — — — — 37 — 37 Foreign currency translation adjustments — — — — — — 140 140 Losses and prior service cost related to pension and postretirement benefit plans — — — — — — 4 4 Balance as at July 1, 2007 515.2 5 362 — 2,478 37 212 3,094 COMPREHENSIVE INCOME Twenty-six Thirteen weeks ended weeks ended July 1 June 25 July 1 June 25 2007 2006 2007 2006 (In millions of US dollars, unless otherwise noted) (Unaudited) $ $ $ $ Net income (loss) 11 (12) 60 (759) Other comprehensive income (loss) Foreign currency translation adjustments 136 11 140 26 Losses and prior service cost related to pension and postretirement benefit plans 4 — 4 — Net change in cash flow fair value adjustments, net of tax — (4) — (13) Comprehensive income (loss) 151 (5) 204 (746) The accompanying notes are an integral part of the consolidated financial statements. 5 DOMTAR CORPORATION CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF CASH FLOWS Thirteen weeks ended Twenty-six weeks ended July 1 June 25 July 1 June 25 2007 2006 2007 2006 (In millions of US dollars, unless otherwise noted) (Unaudited) $ $ $ $ Operating activities Net income (loss) 11 (12) 60 (759) Adjustments to reconcile income to cash flows from operating activities Depreciation and amortization 131 76 209 152 Deferred income taxes (4) 2 (15) 2 Impairment of goodwill — — — 749 Other — — 1 — Changes in assets and liabilities, net of effects of acquisition Receivables 39 20 (56) (1) Inventories 9 44 17 63 Prepaid expenses (2) (3) (7) (7) Trade and other payables (1) (12) 45 (17) Income and other taxes 9 — 31 — Other assets and other liabilities (3) (4) (5) — Cash flows provided from operating activities 189 111 280 182 Investing activities Additions to property, plant and equipment (32) (20) (46) (41) Proceeds from disposals of property, plant and equipment 22 — 22 — Business acquisitions – cash acquired — — 573 — Other (4) — (4) — Cash flows provided from (used for) investing activities (14) (20) 545 (41) Financing activities Change in bank indebtedness (23) — (3) — Repayment of revolving bank credit (90) — — — Issuance of short-term debt — — 1,350 — Issuance of long-term debt — — 800 — Repayment of short-term debt — — (1,350) — Repayment of long-term debt (81) (2) (81) (3) Debt issue costs — — (24) — Distribution to Weyerhaeuser prior to March 7, 2007 — (88) (1,431) (137) Other (4) — (5) — Cash flows used for financing activities (198) (90) (744) (140) Net increase (decrease) in cash and cash equivalents (23) 1 81 1 Translation adjustments related to cash and cash equivalents (7) — (2) — Cash and cash equivalents at beginning of period 110 1 1 1 Cash and cash equivalents at end of period 80 2 80 2 Supplemental cash flow information Net cash payments for: Interest 43 — 43 — Income taxes 18 — 21 — The accompanying notes are an integral part of the consolidated financial statements. 6 DOMTAR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SECOND QUARTER 2007 (IN MILLIONS OF US DOLLARS, UNLESS OTHERWISE NOTED) NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BACKGROUND Domtar Corporation (“the Company”) was incorporated on August 16, 2006 for the sole purpose of holding the Weyerhaeuser Fine Paper Business (the “Business Unit”) and consummating the combination of the Business Unit with Domtar Inc. (the “Transaction”). The Weyerhaeuser Fine Paper Business was operated by Weyerhaeuser Company (“Weyerhaeuser”) prior to the completion of the Transaction. On August 22, 2006, Weyerhaeuser and certain wholly owned subsidiaries entered into an agreement with Domtar Inc. providing for: • A series of transfers and other transactions resulting in the Weyerhaeuser Fine Paper Business becoming wholly owned by the Company (the “Contribution”); • The distribution of shares of the Company to Weyerhaeuser shareholders (the “Distribution”); and • The combination of Domtar Inc., treated as a purchase for accounting purposes, with the Company. The Transaction was consummated on March 7, 2007. Domtar Corporation had no operations prior to March 7, 2007 when, upon the completion of the Transaction, it became an independent public holding company that, directly or indirectly through its subsidiaries, owns the Weyerhaeuser Fine Paper Business and Domtar Inc. We refer to Domtar Corporation as of the date of consummation of the Transaction as the “Successor”.
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