FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of
July, 2009
Commission file number: 1-14872
SAPPI LIMITED
(Translation of registrant’s name into English)
48 Ameshoff Street
Braamfontein
Johannesburg 2001
REPUBLIC OF SOUTH AFRICA
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or
Form 40-F.
Form 40-F.
Form 20-F
X
-------
Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b) (1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b) (7):
Indicate by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
the Securities Exchange Act of 1934.
Yes
No
X
-------
If “Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
FORWARD-LOOKING STATEMENTS
In order to utilize the “Safe Harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995 (the “Reform Act”), Sappi Limited (the “Company”) is
providing the following cautionary statement. Except for historical information contained
herein, statements contained in this Report on Form 6-K may constitute “forward-looking
statements” within the meaning of the Reform Act. The words “believe”, “anticipate”,
“expect”, “intend”, “estimate”, “plan”, “assume”, “positioned”, “will”, “may”, “should”, “risk”
and other similar expressions which are predictions of or indicate future events and
future trends which do not relate to historical matters identify forward-looking statements.
In addition, this Report on Form 6-K may include forward-looking statements relating to
the Company’s potential exposure to various types of market risks, such as interest rate
risk, foreign exchange rate risk and commodity price risk. Reliance should not be placed
on forward-looking statements because they involve known and unknown risks,
uncertainties and other factors which are in some cases beyond the control of the
Company, together with its subsidiaries (the “Group”), and may cause the actual results,
performance or achievements of the Group to differ materially from anticipated future
results, performance or achievements expressed or implied by such forward-looking
statements (and from past results, performance or achievements). Certain factors that
may cause such differences include but are not limited to: the impact of the global economic
downturn, the risk that the European Acquisition will not be integrated successfully or such
integration may be more difficult, time-consuming or costly than expected, expected revenue
synergies and cost savings from the acquisition may not be fully realized or realized within
the expected time frame, revenues following the acquisition may be lower than expected,
any anticipated benefits from the consolidation of the European paper business may not be
achieved, the highly cyclical nature of the pulp and paper industry (and the factors that
contribute to such cyclicality, such as levels of demand, production capacity, production,
input costs including raw material, energy and employee costs, and pricing), adverse changes
in the markets for the group?s products, consequences of substantial leverage, including as a
result of adverse changes in credit markets that affect our ability to raise capital when needed,
changing regulatory requirements, possible early termination of alternative fuel tax credits,
unanticipated production disruptions (including as a result of planned or unexpected power
outages), economic and political conditions in international markets, the impact of investments,
acquisitions and dispositions (including related financing), any delays, unexpected costs or
other problems experienced with integrating acquisitions and achieving expected savings and
synergies and currency fluctuations. the impact of investments, acquisitions and dispositions
(including related financing), any delays, unexpected costs or other problems experienced with
integrating acquisitions and achieving expected savings and synergies and currency fluctuations.
These and other risks, uncertainties and factors are discussed in the Company’s Annual Report
on Form 20-F and other filings with and submissions to the Securities and Exchange
Commission, including this Report on Form 6-K. Shareholders and prospective investors are
cautioned not to place undue reliance on these forward-looking statements. These forward-looking
statements are made as of the date of the submission of this Report on Form 6-K and are not
intended to give any assurance as to future results. The Company undertakes no obligation to
publicly update or revise any of these forward-looking statements, whether to reflect new
information or future events or circumstances or otherwise.
We have included in this announcement an estimate of total synergies from the
proposed acquisition of M-real’s coated graphic paper business and the integration of
the acquired business into our existing business. The estimate of synergies that we
expect to achieve following the completion of the proposed acquisition is based on
assumptions which in the view of our management were prepared on a reasonable
basis, reflect the best currently available estimates and judgments, and present, to the
best of our management’s knowledge and belief, the expected course of action and the
expected future financial impact on our performance due to the proposed acquisition.
However, the assumptions about these expected synergies are inherently uncertain and,
though considered reasonable by management as of the date of preparation, are subject
to a wide variety of significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially from those contained in
this estimate of synergies. There can be no assurance that we will be able to
successfully implement the strategic or operational initiatives that are intended, or realise
the estimated synergies. This synergy estimate is not a profit forecast or a profit estimate
and should not be treated as such or relied on by shareholders or prospective investors
to calculate the likely level of profits or losses for Sappi for the fiscal 2009 or beyond.
Litigation Reform Act of 1995 (the “Reform Act”), Sappi Limited (the “Company”) is
providing the following cautionary statement. Except for historical information contained
herein, statements contained in this Report on Form 6-K may constitute “forward-looking
statements” within the meaning of the Reform Act. The words “believe”, “anticipate”,
“expect”, “intend”, “estimate”, “plan”, “assume”, “positioned”, “will”, “may”, “should”, “risk”
and other similar expressions which are predictions of or indicate future events and
future trends which do not relate to historical matters identify forward-looking statements.
In addition, this Report on Form 6-K may include forward-looking statements relating to
the Company’s potential exposure to various types of market risks, such as interest rate
risk, foreign exchange rate risk and commodity price risk. Reliance should not be placed
on forward-looking statements because they involve known and unknown risks,
uncertainties and other factors which are in some cases beyond the control of the
Company, together with its subsidiaries (the “Group”), and may cause the actual results,
performance or achievements of the Group to differ materially from anticipated future
results, performance or achievements expressed or implied by such forward-looking
statements (and from past results, performance or achievements). Certain factors that
may cause such differences include but are not limited to: the impact of the global economic
downturn, the risk that the European Acquisition will not be integrated successfully or such
integration may be more difficult, time-consuming or costly than expected, expected revenue
synergies and cost savings from the acquisition may not be fully realized or realized within
the expected time frame, revenues following the acquisition may be lower than expected,
any anticipated benefits from the consolidation of the European paper business may not be
achieved, the highly cyclical nature of the pulp and paper industry (and the factors that
contribute to such cyclicality, such as levels of demand, production capacity, production,
input costs including raw material, energy and employee costs, and pricing), adverse changes
in the markets for the group?s products, consequences of substantial leverage, including as a
result of adverse changes in credit markets that affect our ability to raise capital when needed,
changing regulatory requirements, possible early termination of alternative fuel tax credits,
unanticipated production disruptions (including as a result of planned or unexpected power
outages), economic and political conditions in international markets, the impact of investments,
acquisitions and dispositions (including related financing), any delays, unexpected costs or
other problems experienced with integrating acquisitions and achieving expected savings and
synergies and currency fluctuations. the impact of investments, acquisitions and dispositions
(including related financing), any delays, unexpected costs or other problems experienced with
integrating acquisitions and achieving expected savings and synergies and currency fluctuations.
These and other risks, uncertainties and factors are discussed in the Company’s Annual Report
on Form 20-F and other filings with and submissions to the Securities and Exchange
Commission, including this Report on Form 6-K. Shareholders and prospective investors are
cautioned not to place undue reliance on these forward-looking statements. These forward-looking
statements are made as of the date of the submission of this Report on Form 6-K and are not
intended to give any assurance as to future results. The Company undertakes no obligation to
publicly update or revise any of these forward-looking statements, whether to reflect new
information or future events or circumstances or otherwise.
We have included in this announcement an estimate of total synergies from the
proposed acquisition of M-real’s coated graphic paper business and the integration of
the acquired business into our existing business. The estimate of synergies that we
expect to achieve following the completion of the proposed acquisition is based on
assumptions which in the view of our management were prepared on a reasonable
basis, reflect the best currently available estimates and judgments, and present, to the
best of our management’s knowledge and belief, the expected course of action and the
expected future financial impact on our performance due to the proposed acquisition.
However, the assumptions about these expected synergies are inherently uncertain and,
though considered reasonable by management as of the date of preparation, are subject
to a wide variety of significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially from those contained in
this estimate of synergies. There can be no assurance that we will be able to
successfully implement the strategic or operational initiatives that are intended, or realise
the estimated synergies. This synergy estimate is not a profit forecast or a profit estimate
and should not be treated as such or relied on by shareholders or prospective investors
to calculate the likely level of profits or losses for Sappi for the fiscal 2009 or beyond.
quarter results for
the period ended
June 2009
the period ended
June 2009
3rd
* for the period ended June 2009
** as at June 2009
Coated fine paper
67%
Uncoated fine paper
7%
Coated specialities
7%
Commodity paper
7%
Pulp 11%
Other
1%
North America
25%
Europe
53%
Southern Africa
22%
Sales by product group *
Sales by source *
North America
25%
Europe
48%
Southern Africa
13%
Asia and Other
14%
Fine paper
67%
Forest products
33%
Sales by destination *
Net operating assets **
sappi
// third quarter results
1
■
Net cash generated US$106 million
■
Good progress on debt refinancing
■
Global economy remains weak
■
Production curtailed in all regions to match supply to
demand
demand
■
Stronger Rand impacts SA margins unfavourably
■
Basic loss per share 12 US cents
■
Acquisition synergies on track
Financial summary
Quarter ended
Nine months ended
June 2009
Mar 2009 June 2008
June 2009
June 2008
Key figures: (US$ million)
Sales
Sales
1,316
1,313
1,494
3,816
4,344
Operating (loss) profit
(7)
6
(23)
56
289
Special items – (gains) losses *
(6)
(23)
111
(61)
(12)
Operating (loss) profit excluding
special items
(13)
(17)
88
(5)
277
EBITDA excluding special items **
93
82
182
281
560
Basic (loss) earnings per share
(US cents) ***
(12)
(7)
(17)
(16)
37
Net debt ****
2,770
2,735
2,667
2,770
2,667
Key ratios: (%)
Operating (loss) profit to sales
Operating (loss) profit to sales
(0.5)
0.5
(1.5)
1.5
6.7
Operating (loss) profit excluding
special items to sales
(1.0)
(1.3)
5.9
(0.1)
6.4
Operating (loss) profit excluding
special items to Capital Employed
(ROCE) **
(ROCE) **
(1.1)
(1.6)
8.1
(0.2)
8.8
EBITDA excluding special items to sales
7.1
6.2
12.2
7.4
12.9
Return on average equity (ROE) ****
(12.7)
(7.5)
(15.1)
(5.4)
10.3
Net debt to total capitalisation ****
57.5
59.4
61.5
57.5
61.5
* Refer to page 10 for details on special items.
** Refer to page 22, Supplemental Information for the reconciliation of EBITDA excluding special items to (loss) profit for the period.
*** Comparative figures have been revised in accordance with IAS 33 to reflect the impact of the rights offer.
**** Refer to page 21, Supplemental Information for the definition of the term.
The table above has not been audited or reviewed.
** Refer to page 22, Supplemental Information for the reconciliation of EBITDA excluding special items to (loss) profit for the period.
*** Comparative figures have been revised in accordance with IAS 33 to reflect the impact of the rights offer.
**** Refer to page 21, Supplemental Information for the definition of the term.
The table above has not been audited or reviewed.
2
Commentary
Strong cash generation was a feature of our results for the quarter and benefited from management’s
actions to reduce working capital and limit capital expenditure to essential items. Net cash generated of
US$106 million for the quarter included cash of US$55 million from unwinding fixed-to-floating interest rate
swaps.
Global economic conditions remained depressed in the quarter resulting in continued weak conditions in
most of our coated paper markets. There are indications that the reduction of inventories in the customer
supply chain has run its course, resulting in improved order inflows in many markets towards the end of
the quarter.
Conditions in pulp markets, including the chemical cellulose markets, improved significantly in terms of
both demand and US Dollar prices, late in the quarter.
Sales volumes for the quarter were slightly up on the prior quarter but 3% down on the equivalent quarter
last year despite the additional capacity from our European acquisition earlier in the year.
Average prices realised by the group for the quarter were approximately 9% lower than average prices
realised a year ago.
We continued to match our supply to demand and manage our inventory levels by curtailing production
during the quarter. Our finished goods inventories declined a further 5% in volume terms compared to
March 2009.
Prices of our inputs continued to reduce and had a favourable effect on variable costs during the quarter,
in most regions. Our actions to manage raw material usage had a further favourable effect.
Management of fixed costs remains a focus area in all our businesses. During the quarter we announced
that we were entering discussions with labour representatives on the permanent reduction of 90 positions
at Kirkniemi Mill and 49 positions at Biberist Mill.
The integration of the coated graphics paper business from M-real continued to progress well. During the
quarter M-real ceased production of coated graphic paper at Hallein and Gohrsmühle mills, reducing
industry capacity by 640,000 tons or approximately 7%. We have proceeded to transfer the order books
from these mills to our own mills which we expect to improve our volumes and margins going forward.
Achievement of the synergies from the acquisition are on track and we expect to achieve approximately
€60 million of synergies in the nine months to September 2009 and to achieve the previously announced
level of synergies of €120 million per annum within three years.
During the quarter we initiated alternative fuel tax credit claims in North America and reported a benefit of
US$37 million for the period, which is treated as a special item and included in operating profit. We expect
to receive the cash proceeds during the fourth financial quarter. Under current US legislation these credits
expire on 31 December 2009. There can be no assurance that they will not expire sooner. In connection
with the refinancings currently in progress, it has been agreed that the alternative fuel tax credit will be
added to EBITDA excluding special items for covenant purposes.
Operating loss excluding special items was US$13 million for the quarter, an improvement on the loss of
US$17 million in the prior quarter and compares with a profit of US$88 million a year ago. Our European
business returned to profitability, excluding special items, as a result of the ramp up of synergy
achievement and cost reduction, despite poor operating levels. The North American business improved its
performance and its run rate by the end of the quarter had returned to operating profitability excluding
special items. The Southern African business was impacted by the strengthening of the Rand relative to
the US Dollar, weak domestic demand and low pulp prices in the quarter, resulting in an operating loss
excluding special items.
// third quarter results
3
Special items for the quarter largely comprise an unfavourable fair value adjustment on plantations
of US$25 million and the favourable alternative fuel tax credit of US$37 million. The operating loss of
US$7 million for the quarter compares with a profit of US$6 million in the prior quarter and a loss
of US$23 million a year ago.
Net finance costs for the quarter were US$70 million, up from US$40 million in the prior quarter, largely as
a result of an unfavourable non-cash change in the value of financial instruments of US$27 million. This
includes an upfront unfavourable non-cash change in the fair value of the previously mentioned interest rate
swaps which were unwound in the quarter of US$20 million. This will be more than offset by the positive
amortisation of the underlying borrowings over the next three years in the amount of US$46 million.
The effective tax rate for the quarter was 19%. The group did not benefit from the tax relief on reported
losses as a result of the losses in certain regions where a deferred tax asset has not been raised.
The basic loss per share for the quarter was 12 US cents compared to a loss of 17 US cents in the
equivalent quarter a year ago.
Cash flow and debt
Net cash generated of US$106 million for the quarter largely comprised cash generated by operations of
US$77 million and cash released from working capital reduction of US$93 million less capital expenditure
of US$54 million. Net finance costs in terms of cash flow were negligible in the quarter as a result of the
US$55 million benefit of unwinding fixed-to-floating interest rate swaps which offset the cash finance costs.
Net debt was unfavourably impacted by currency movements of US$142 million as a result of the
strengthening of the Euro and Rand relative to the US Dollar, our reporting currency, and therefore
increased by US$35 million to US$2.8 billion during the quarter, although in local currency debt reduced
by the equivalent of US$106 million.
For the nine months to June, net cash generated (excluding cash invested in the acquisition from M-real)
was US$62 million.
Refinancing update
Sappi has made good progress with its refinancing, which is aimed to extend the maturity of its debt. We
have raised approximately US$800 million of senior secured notes due in 2014 in two tranches:
€350 million (US$497 million) and US$300 million, with coupons of 11.75% and 12% and yields of
13.125% and 13.375% respectively. The proceeds have been paid into escrow pending the finalisation
of the replacement revolving credit facility (RCF) of approximately €200 million and OeKB term loan of
€400 million as well as documentation of security for the respective lenders, all of which we expect to have
completed by the end of the September quarter.
We intend to use the net proceeds from this offering to repay debt. We expect to repay a portion of our
short term debt and may elect to repay other debt. We also intend to repay all or part of the €220 million
vendor loan notes issued to M-real at a discount.
US$60 million was also raised in the South African bond market and will be used to repay short term debt.
The successful completion of our refinancing will take care of our liquidity and significant debt maturities
for at least the next three years; however as a result of interest rates available in current financial market
conditions, our refinancings will lead to a substantial increase in finance costs.
4
Operating Review for the Quarter
Sappi Fine Paper
Quarter
Quarter
Quarter
ended
ended
ended
June 2009
June 2008
%
March 2009
US$ million
US$ million
change
US$ million
Sales
1,098
1,224
(10.3)
1,112
Operating profit (loss)
19
36
(47.2)
(43)
Operating profit (loss) to sales (%)
1.7
2.9
–
(3.9)
Special items – (gains) losses
(32)
–
–
8
Operating (loss) profit excluding
special items
(13)
36
–
(35)
Operating (loss) profit excluding special
items to sales (%)
(1.2)
2.9
–
(3.1)
EBITDA excluding special items
74
113
(34.5)
48
EBITDA excluding special items
to sales (%)
6.7
9.2
–
4.3
RONOA pa (%)
(1.4)
4.4
–
(4.3)
There was a US$22 million improvement in the operating result excluding special items of the fine paper business
compared to the prior quarter as a result of the favourable turnaround in the European business and improvement
in the result of the North American business. However, the much lower operating rates in Europe and North
America resulting from weak global market conditions resulted in a substantial decline in operating profit excluding
special items, compared to a year earlier
.
// third quarter results
5
Europe
Quarter
Quarter
Quarter
ended
ended
%
%
ended
June 2009
June 2008
change
change
March 2009
US$ million
US$ million
(US$)
(Euro)
US$ million
Sales
729
705
3.4
19.3
737
Operating profit (loss)
0
10
–
–
(21)
Operating profit (loss) to sales (%)
0
1.4
–
–
(2.8)
Special items – losses
4
0
–
–
0
Operating profit (loss) excluding
special items
4
10
(60.0)
(52.8)
(21)
Operating profit (loss) excluding
special items to sales (%)
0.5
1.4
–
–
(2.8)
EBITDA excluding special items
62
55
12.7
28.8
34
EBITDA excluding special items
to sales (%)
8.5
7.8
–
–
4.6
RONOA pa (%)
0.7
1.9
–
–
(4.2)
The European business returned to operating profit excluding special items in the quarter as a result of synergy
achievement, lower input prices and fixed cost reductions. Operating rates were approximately 75% as we
continued to curtail production to match demand.
Sales volumes were similar to the prior quarter.
Average prices achieved within Europe were stable in the quarter. There were some improvements in export
prices. The average prices achieved for the business in Euro terms were slightly lower compared to the prior
quarter as a result of an increased proportion of exports and reels in the overall sales mix for the period.
The achievement of synergies progressed well and in the six months we have owned the business we have
achieved approximately €38 million of synergies. We expect to achieve approximately €60 million in the nine
months to September 2009 and the previously announced level of €120 million per annum within three years. The
rate of synergy realisation will accelerate following the cessation of coated graphic paper production at M-real’s
Hallein and Gohrsmühle mills and the transfer of their order books to our mills.
6
North America
Quarter
Quarter
Quarter
ended
ended
ended
June 2009
June 2008
%
March 2009
US$ million
US$ million
change
US$ million
Sales
291
424
(31.4)
301
Operating profit (loss)
24
25
(4.0)
(24)
Operating profit (loss) to sales (%)
8.2
5.9
–
(8.0)
Special items – (gains) losses
(37)
–
–
8
Operating (loss) profit excluding
special items
(13)
25
–
(16)
Operating (loss) profit excluding
special items to sales (%)
(4.5)
5.9
–
(5.3)
EBITDA excluding special items
13
53
(75.5)
8
EBITDA excluding special
items to sales (%)
4.5
12.5
–
2.7
RONOA pa (%)
(4.9)
9.2
–
(5.9)
Sales volumes improved slightly in the quarter compared to the prior quarter but were 23% lower than a year ago.
Average prices realised declined in the quarter compared to the prior quarter and were 11% down compared to
a year ago. Prices achieved for pulp started improving during the quarter after sharp declines in the previous two
quarters.
Action taken by management to reduce costs including suspending operations at Muskegon Mill, reducing the
sales and administrative overheads and reducing unit consumption of raw materials, has helped offset poor
market conditions and improve the result of the business to an operating profit excluding special items in the
month of June.
The alternative fuel tax credit of US$37 million for the quarter is included in operating profit and treated as a special
item.
// third quarter results
7
Fine Paper South Africa
Quarter
Quarter
Quarter
ended
ended
%
%
ended
June 2009
June 2008
change
change
March 2009
US$ million
US$ million
(US$)
(Rand)
US$ million
Sales
78
95
(17.9)
(9.8)
74
Operating (loss) profit
(5)
1
–
–
2
Operating (loss) profit to sales (%)
(6.4)
1.1
–
–
2.7
Special items – losses
1
–
–
–
–
Operating (loss) profit excluding
special items
(4)
1
–
–
2
Operating (loss) profit excluding
special items to sales (%)
(5.1)
1.1
–
–
2.7
EBITDA excluding special items
(1)
5
–
–
6
EBITDA excluding special
items to sales (%)
(1.3)
5.3
–
–
8.1
RONOA pa (%)
(8.3)
3.2
–
–
4.6
Demand levels were weak in the quarter and prices were under downward pressure as a result of the strength of
the Rand compared to the US Dollar.
The business recorded an operating loss for the quarter despite reducing operating costs.
8
Forest Products
Quarter
Quarter
Quarter
ended
ended
%
%
ended
June 2009
June 2008
change
change
March 2009
US$ million
US$ million
(US$)
(Rand)
US$ million
Sales
218
270
(19.3)
(11.2)
201
Operating (loss) profit
(26)
(60)
–
–
48
Operating (loss) profit to sales (%)
(11.9)
(22.2)
–
–
23.9
Special items – losses (gains)
19
111
–
–
(31)
Operating (loss) profit excluding
special items
(7)
51
–
–
17
Operating (loss) profit excluding
special items to sales (%)
(3.2)
18.9
–
–
8.5
EBITDA excluding special items
12
68
(84.4)
(80.7)
32
EBITDA excluding special
items to sales (%)
5.5
25.2
–
–
15.9
RONOA pa (%)
(1.7)
12.0
–
–
4.6
The Forest Products business was impacted by weak domestic volumes and downward pressure on local prices
in the quarter, which was partly offset by lower costs. Demand for chemical cellulose strengthened in the quarter,
allowing us to recommence the ramp up of the Saiccor expanded capacity. Utilisation of the additional capacity
remained low in the quarter resulting in unabsorbed fixed costs and depreciation related to the expansion, which
will be eliminated as the mill approaches full capacity by the end of September 2009. Prices for chemical cellulose
started to recover during the quarter, in line with NBSK pulp which increased from a low of US$577 per ton in
March 2009 to US$644 per ton in July, still US$260 per ton below the peak in 2008.
The sharp strengthening of the Rand relative to the US Dollar had a severe direct impact on export revenue
received in Rand and on domestic prices as a result of import competition.
The unfavourable special items of US$19 million for the region in the quarter relate to an unfavourable plantation
fair value adjustment partly offset by an insurance payout from our captive insurance company to Forest Products.
The insurance payment has no net effect on group special items.
// third quarter results
9
Outlook
Although global economic conditions remain weak we have seen improvement in pulp markets and some
of our coated graphic paper export markets. In addition, inventory reduction in the coated graphic paper
supply chain has largely run its course and we have started seeing order levels closer to end use demand
levels. We also expect demand, particularly for reels, to strengthen during the next quarter which is
historically the seasonally strongest quarter, and for our operating rates to improve in Europe and North
America.
of our coated graphic paper export markets. In addition, inventory reduction in the coated graphic paper
supply chain has largely run its course and we have started seeing order levels closer to end use demand
levels. We also expect demand, particularly for reels, to strengthen during the next quarter which is
historically the seasonally strongest quarter, and for our operating rates to improve in Europe and North
America.
The chemical cellulose market improved markedly during our third financial quarter in terms of both
demand and pricing. Sappi Saiccor Mill is responding by ramping up its production following the 30%
capacity expansion commissioned last September, and expects to achieve close to full capacity by our
financial year end and improve sales volumes during the next quarter as production increases.
demand and pricing. Sappi Saiccor Mill is responding by ramping up its production following the 30%
capacity expansion commissioned last September, and expects to achieve close to full capacity by our
financial year end and improve sales volumes during the next quarter as production increases.
Other factors which are expected to improve results are the achievement of further alternative fuel tax
credits in North America of approximately US$40 million which will be reported as a special item, subject
to continued availability under US law, accelerated synergy achievement in respect of the European
acquisition integration, the benefits of fixed and variable cost reduction action and potential for some
further input price reduction realisation.
credits in North America of approximately US$40 million which will be reported as a special item, subject
to continued availability under US law, accelerated synergy achievement in respect of the European
acquisition integration, the benefits of fixed and variable cost reduction action and potential for some
further input price reduction realisation.
Against this background, we expect to return to operating profitability excluding special items during the
next quarter. Cash generation is expected to be positive for the quarter.
next quarter. Cash generation is expected to be positive for the quarter.
We will continue to focus on cash generation and debt reduction. We expect capital expenditure for the
full year to be less than US$200 million and to continue to carefully manage capex at that level in order to
prioritise debt reduction.
full year to be less than US$200 million and to continue to carefully manage capex at that level in order to
prioritise debt reduction.
The successful completion of our refinancing will take care of our liquidity and significant debt maturities
for at least the next three years. With our well structured business and decisive management action, we
are strongly placed to ride out the current economic downturn and take full advantage of our leading
market positions and efficient asset base when conditions improve.
for at least the next three years. With our well structured business and decisive management action, we
are strongly placed to ride out the current economic downturn and take full advantage of our leading
market positions and efficient asset base when conditions improve.
On behalf of the board
R J Boëttger
M R Thompson
Director
Director
30 July 2009
sappi limited
(Registration number 1936/008963/06)
Issuer Code: SAVVI
JSE Code: SAP
ISIN: ZAE000006284
10
Other information
(this information has not been reviewed)
special items
Special items cover those items which management believe are material by nature or amount to the operating
results and require separate disclosure. Such items would generally include profit or loss on disposal of property,
investments and businesses, asset impairments, restructuring charges, non-recurring integration costs related to
acquisitions, financial impacts of natural disasters, non-cash gains or losses on the price fair value adjustment of
plantations and alternative fuel tax credits receivable in cash.
results and require separate disclosure. Such items would generally include profit or loss on disposal of property,
investments and businesses, asset impairments, restructuring charges, non-recurring integration costs related to
acquisitions, financial impacts of natural disasters, non-cash gains or losses on the price fair value adjustment of
plantations and alternative fuel tax credits receivable in cash.
Special items, excluding interest and tax effects, for the relevant periods are:
Quarter
Quarter
Nine months
Nine months
ended
ended
ended
ended
June 2009
June 2008
June 2009
June 2008
US$ million
US$ million
US$ million
US$ million
Plantation price fair value adjustment
25
105
(44)
(12)
Restructuring provisions raised (released)
2
–
10
(3)
Profit on disposal of property,
plant and equipment
–
(1)
(1)
(5)
Asset impairments
1
1
6
3
Fuel tax credit
(37)
–
(37)
–
Integration costs
3
–
3
–
Fire, flood, storm and related events
–
6
2
5
(6)
111
(61)
(12)
key regional figures
Quarter
Quarter
Nine months
Nine months
ended
ended
ended
ended
June 2009
June 2008
June 2009
June 2008
Metric tons
Metric tons
Metric tons
Metric tons
(000’s)
(000’s)
(000’s)
(000’s)
Sales volume
Fine Paper –
Fine Paper –
North America
300
389
919
1,164
Europe
746
637
2,061
1,918
Southern Africa
70
87
222
246
Total
1,116
1,113
3,202
3,328
Forest Products – Pulp and paper operations
355
347
968
1,039
Forestry operations
218
279
649
726
Total
1,689
1,739
4,819
5,093
US$ million
US$ million
US$ million
US$ million
Sales
Fine Paper –
Fine Paper –
North America
291
424
955
1,231
Europe
729
705
2,027
2,040
Southern Africa
78
95
226
271
Total
1,098
1,224
3,208
3,542
Forest Products – Pulp and paper operations
204
249
567
747
Forestry operations
14
21
41
55
Total
1,316
1,494
3,816
4,344
// third quarter results
11
Other information
(this information has not been reviewed)
Quarter
Quarter
Nine months
Nine months
ended
ended
ended
ended
June 2009
June 2008
June 2009
June 2008
US$ million
US$ million
US$ million
US$ million
Operating (loss) profit
Fine Paper –
Fine Paper –
North America
24
25
(7)
62
Europe
–
10
(8)
47
Southern Africa
(5)
1
(1)
5
Total
19
36
(16)
114
Forest Products
(26)
(60)
71
167
Corporate and other
–
1
1
8
Total
(7)
(23)
56
289
Special items – (gains) losses
Fine Paper –
Fine Paper –
North America
(37)
–
(29)
2
Europe
4
–
4
(4)
Southern Africa
1
–
1
–
Total
(32)
–
(24)
(2)
Forest Products
19
111
(44)
(10)
Corporate and other
7
–
7
–
Total
(6)
111
(61)
(12)
Operating (loss) profit excluding
special items
Fine Paper –
North America
(13)
25
(36)
64
Europe
4
10
(4)
43
Southern Africa
(4)
1
–
5
Total
(13)
36
(40)
112
Forest Products
(7)
51
27
157
Corporate and other
7
1
8
8
Total
(13)
88
(5)
277
EBITDA excluding special items
Fine Paper –
Fine Paper –
North America
13
53
40
144
Europe
62
55
146
178
Southern Africa
(1)
5
10
17
Total
74
113
196
339
Forest Products
12
68
76
212
Corporate and other
7
1
9
9
Total
93
182
281
560
12
forward-looking statements
Certain statements in this release that are neither reported financial results nor other historical information,
are forward-looking statements, including but not limited to statements that are predictions of or indicate
future earnings, savings, synergies, events, trends, plans or objectives. Undue reliance should not be
placed on such statements because, by their nature, they are subject to known and unknown risks and
uncertainties and can be affected by other factors, that could cause actual results and company plans and
objectives to differ materially from those expressed or implied in the forward-looking statements (or from
past results). Such risks, uncertainties and factors include, but are not limited to, the impact of the global
economic downturn, the risk that the European Acquisition will not be integrated successfully or such
integration may be more difficult, time-consuming or costly than expected, expected revenue synergies
and cost savings from the acquisition may not be fully realized or realized within the expected time frame,
revenues following the acquisition may be lower than expected, any anticipated benefits from the
consolidation of the European paper business may not be achieved, the highly cyclical nature of the pulp
and paper industry (and the factors that contribute to such cyclicality, such as levels of demand, production
capacity, production, input costs including raw material, energy and employee costs, and pricing), adverse
changes in the markets for the group’s products, consequences of substantial leverage, including as a
result of adverse changes in credit markets that affect our ability to raise capital when needed, changing
regulatory requirements, possible early termination of alternative fuel tax credits, unanticipated production
disruptions (including as a result of planned or unexpected power outages), economic and political
conditions in international markets, the impact of investments, acquisitions and dispositions (including
related financing), any delays, unexpected costs or other problems experienced with integrating
acquisitions and achieving expected savings and synergies and currency fluctuations. The company
undertakes no obligation to publicly update or revise any of these forward-looking statements, whether to
reflect new information or future events or circumstances or otherwise.
We have included in this announcement an estimate of total synergies from the acquisition of M-real’s
coated graphic paper business and the integration of the acquired business into our existing business. The
estimate of synergies that we expect to achieve following the completion of the acquisition is based on
assumptions which in the view of our management were prepared on a reasonable basis, reflect the best
currently available estimates and judgments, and present, to the best of our management’s knowledge and
belief, the expected course of action and the expected future financial impact on our performance due to
the acquisition. However, the assumptions about these expected synergies are inherently uncertain and,
though considered reasonable by management as of the date of preparation, are subject to a wide variety
of significant business, economic and competitive risks and uncertainties that could cause actual results
to differ materially from those contained in this estimate of synergies. There can be no assurance that we
will be able to successfully implement the strategic or operational initiatives that are intended, or realise the
estimated synergies. This synergy estimate is not a profit forecast or a profit estimate and should not be
treated as such or relied on by shareholders or prospective investors to calculate the likely level of profits
or losses for Sappi for fiscal 2009 or beyond.
// third quarter results
13
Group income statement
Reviewed
Reviewed
Reviewed
Reviewed
Quarter
Quarter
Nine months
Nine months
ended
ended
ended
ended
June 2009
June 2008
%
June 2009
June 2008
%
Notes
US$ million
US$ million
change
US$ million
US$ million
change
Sales
1,316
1,494
(12)
3,816
4,344
(12)
Cost of sales
1,272
1,428
3,510
3,782
Gross profit
44
66
(33)
306
562
(46)
Selling, general and
administrative expenses
90
95
273
294
Other operating income
(31)
–
(17)
(6)
Share of profit from
associates and joint ventures
(8)
(6)
(6)
(15)
Operating (loss) profit
3
(7)
(23)
–
56
289
(81)
Net finance costs
70
45
131
100
Net interest
44
43
116
106
Finance cost capitalised
–
(1)
–
(16)
Net foreign exchange
(gains) losses
(1)
2
(12)
(3)
Net fair value loss on
financial instruments
27
1
27
13
(Loss) profit before taxation
(77)
(68)
–
(75)
189
–
Taxation
(15)
(5)
(1)
55
Current
3
7
7
11
Deferred
(18)
(12)
(8)
44
(Loss) profit for the period
(62)
(63)
–
(74)
134
–
Basic (loss) earnings per
share (US cents)
1
(12)
(17)
(16)
37
Weighted average number of
shares in issue (millions)
1
515.8
362.2
471.5
362.0
Diluted basic (loss) earnings
per share (US cents)
1
(12)
(17)
(16)
37
Weighted average number
of shares on fully diluted
basis (millions)
1
517.9
366.0
473.7
365.5
14
Group balance sheet
Reviewed
Reviewed
June 2009
Sept 2008
US$ million
US$ million
ASSETS
Non-current assets
5,004
4,408
Property, plant and equipment
3,927
3,361
Plantations
702
631
Deferred taxation
38
41
Other non-current assets
337
375
Current assets
2,482
1,701
Inventories
831
725
Trade and other receivables
855
702
Cash and cash equivalents
796
274
Total assets
7,486
6,109
EQUITY AND LIABILITIES
Shareholders’ equity
Ordinary shareholders’ interest
2,049
1,605
Non-current liabilities
3,050
2,578
Interest-bearing borrowings
2,254
1,832
Deferred taxation
392
399
Other non-current liabilities
404
347
Current liabilities
2,387
1,926
Interest-bearing borrowings
1,293
821
Bank overdraft
19
26
Other current liabilities
1,017
1,025
Taxation payable
58
54
Total equity and liabilities
7,486
6,109
Number of shares in issue at balance sheet date (millions)
515.8
229.2
// third quarter results
15
Group cash flow statement
Reviewed
Reviewed
Reviewed
Reviewed
Quarter
Quarter
Nine months
Nine months
ended
ended
ended
ended
June 2009
June 2008
June 2009
June 2008
US$ million
US$ million
US$ million
US$ million
(Loss) profit for the period
(62)
(63)
(74)
134
Adjustment for:
Depreciation, fellings and amortisation
125
115
336
344
Taxation
(15)
(5)
(1)
55
Net finance costs
70
45
131
100
Post employment benefits
(13)
(12)
(32)
(65)
Other non-cash items
(28)
76
(89)
(81)
Cash generated from operations
77
156
271
487
Movement in working capital
93
29
25
(134)
Net finance costs
–
(83)
(54)
(150)
Taxation paid
(3)
(40)
(5)
(56)
Dividends paid *
–
–
(37)
(73)
Cash retained from operating activities
167
62
200
74
Cash utilised in investing activities
(61)
(98)
(726)
(351)
Capital expenditure and other
non-current assets
(59)
(98)
(138)
(351)
Acquisition of M-real
(2)
–
(588)
–
106
(36)
(526)
(277)
Cash effects of financing activities
(57)
56
979
161
Net movement in cash and
cash equivalents
49
20
453
(116)
* Dividend no 85: 16 US cents per share paid on 28 November 2008
Group statement of recognised income and expense
Reviewed
Reviewed
Reviewed
Reviewed
Quarter
Quarter
Nine months
Nine months
ended
ended
ended
ended
June 2009
June 2008
June 2009
June 2008
US$ million
US$ million
US$ million
US$ million
Exchange differences on translation of
foreign operations
243
50
(44)
(222)
Sundry other movements in equity
1
(1)
1
1
Net income (expense) recorded directly
in equity
244
49
(43)
(221)
(Loss) profit for the period
(62)
(63)
(74)
134
Total recognised profit (expense) for
the period
182
(14)
(117)
(87)
16
Notes to the group results
1.
Basis of preparation
The condensed financial statements have been prepared in accordance with International Accounting
Standard 34, Interim Financial Reporting. The accounting policies and methods of computation used in the
preparation of the results are consistent, in all material respects, with those used in the annual financial
statements for September 2008 which are compliant with International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board.
Standard 34, Interim Financial Reporting. The accounting policies and methods of computation used in the
preparation of the results are consistent, in all material respects, with those used in the annual financial
statements for September 2008 which are compliant with International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board.
The preliminary results for the nine month period and quarter ended June 2009 as set out on pages 13 to 20
have been reviewed in terms of the International Standard on Review Engagements 2410 by the group’s
auditors, Deloitte & Touche. Their unmodified review report is available for inspection at the company’s
registered offices.
have been reviewed in terms of the International Standard on Review Engagements 2410 by the group’s
auditors, Deloitte & Touche. Their unmodified review report is available for inspection at the company’s
registered offices.
In November and December 2008, Sappi conducted a renounceable rights offer of 286,886,270 new ordinary
shares of ZAR1.00 each to qualifying Sappi shareholders recorded in the shareholders register at the close
of business on Friday 21 November 2008, at a subscription price of ZAR20.27 per rights offer share in the
ratio of 6 rights offer shares for every 5 Sappi shares held. The rights offer was fully subscribed and the
shareholders received their shares on 15 December 2008. The rights offer raised ZAR5,8 billion which was
used to partly finance the acquisition of the coated graphic paper business of M-real and the related costs.
In accordance with IAS 33, prior period basic, headline and diluted earnings per share have been restated to
take into account the bonus element of the rights offer. The prior period weighted average number of shares
has been adjusted by a factor of 1.58 (the adjustment factor). Please refer to page 21, Supplemental
Information for a summary of this calculation.
shares of ZAR1.00 each to qualifying Sappi shareholders recorded in the shareholders register at the close
of business on Friday 21 November 2008, at a subscription price of ZAR20.27 per rights offer share in the
ratio of 6 rights offer shares for every 5 Sappi shares held. The rights offer was fully subscribed and the
shareholders received their shares on 15 December 2008. The rights offer raised ZAR5,8 billion which was
used to partly finance the acquisition of the coated graphic paper business of M-real and the related costs.
In accordance with IAS 33, prior period basic, headline and diluted earnings per share have been restated to
take into account the bonus element of the rights offer. The prior period weighted average number of shares
has been adjusted by a factor of 1.58 (the adjustment factor). Please refer to page 21, Supplemental
Information for a summary of this calculation.
2.
Reconciliation of movement in shareholders’ equity
Reviewed
Reviewed
Nine months
Nine months
ended
ended
June 2009
June 2008
US$ million
US$ million
Balance – beginning of period
1,605
1,816
Total recognised expense for the period
(117)
(87)
Dividends paid
(37)
(73)
Rights offer
575
–
Costs directly attributable to the rights offer
(31)
–
Issue of new shares to M-real
45
–
Transfers to participants of the share purchase trust
2
6
Share based payment reserve
7
7
Balance – end of period
2,049
1,669
// third quarter results
17
3.
Operating (loss) profit
Reviewed
Reviewed
Reviewed
Reviewed
Quarter
Quarter
Nine months
Nine months
ended
ended
ended
ended
June 2009
June 2008
June 2009
June 2008
US$ million
US$ million
US$ million
US$ million
Included in operating (loss) profit are the
following non-cash items:
Depreciation and amortisation
106
94
286
283
Fair value adjustment on plantations
(included in cost of sales)
Changes in volume
Fellings
19
21
50
61
Growth
(20)
(20)
(52)
(55)
(1)
1
(2)
6
Plantation price fair value
adjustment
25
105
(44)
(12)
24
106
(46)
(6)
Included in other operating income
are the following:
Asset impairments
1
1
6
3
Profit on disposal of property,
plant and equipment
–
(1)
(1)
(5)
Restructuring provisions
raised (released)
2
–
10
(3)
Integration costs
3
–
3
–
Fuel tax credit
(37)
–
(37)
–
4.
Headline earnings per share *
Headline earnings per share (US cents) **
(12)
(17)
(15)
37
Weighted average number of shares in
issue (millions) **
515.8
362.2
471.5
362.0
Diluted headline earnings per
share (US cents) **
(12)
(17)
(15)
36
Weighted average number of shares on
fully diluted basis (millions) **
517.9
366.0
473.7
365.5
Calculation of Headline earnings *
(Loss) profit for the period
(Loss) profit for the period
(62)
(63)
(74)
134
Asset impairments
1
1
6
3
Profit on disposal of property,
plant and equipment
–
(1)
(1)
(5)
Tax effect of above items
–
1
–
1
Headline (loss) earnings
(61)
(62)
(69)
133
* Headline earnings disclosure is required by the JSE Limited.
** Prior period headline earnings per share has been restated for the bonus element of the rights offer in accordance with IAS 33.
Please refer to page 21, Supplemental Information for a summary of this calculation.
** Prior period headline earnings per share has been restated for the bonus element of the rights offer in accordance with IAS 33.
Please refer to page 21, Supplemental Information for a summary of this calculation.
5.
Capital expenditure
Property, plant and equipment
54
103
147
377
June 2009
Sept 2008
US$ million
US$ million
6.
Capital commitments
Contracted
71
76
Approved but not contracted
157
130
228
206
18
Notes to the group results
June 2009
Sept 2008
US$ million
US$ million
7.
Contingent liabilities
Guarantees and suretyships
Guarantees and suretyships
45
38
Other contingent liabilities
7
7
52
45
8.
Material balance sheet movements
Acquisition of M-real’s coated graphic paper business
See note 9 for details of how the acquisition is recorded in the balance sheet.
Acquisition of M-real’s coated graphic paper business
See note 9 for details of how the acquisition is recorded in the balance sheet.
Interest-bearing borrowings and cash and cash equivalents
Included in long term borrowings is the EUR220 million (US$309 million) vendor loan note and the assumed
interest-bearing debt both used to partly finance the acquisition of M-real’s coated graphic paper business.
During the nine months ended June 2009, the group also drew down EUR200 million (US$281 million) of its
committed facilities and raised a further US$63 million in long-term bank loans. All of this is currently held in
cash.
Included in long term borrowings is the EUR220 million (US$309 million) vendor loan note and the assumed
interest-bearing debt both used to partly finance the acquisition of M-real’s coated graphic paper business.
During the nine months ended June 2009, the group also drew down EUR200 million (US$281 million) of its
committed facilities and raised a further US$63 million in long-term bank loans. All of this is currently held in
cash.
9.
Acquisition
On 31 December 2008, Sappi acquired M-real’s coated graphic paper business for EUR750 million
(US$1.1 billion). The transaction includes M-real’s coated graphic paper business (excluding M-real’s South
African business), including brands and company knowledge, as well as four coated graphic mills.
On 31 December 2008, Sappi acquired M-real’s coated graphic paper business for EUR750 million
(US$1.1 billion). The transaction includes M-real’s coated graphic paper business (excluding M-real’s South
African business), including brands and company knowledge, as well as four coated graphic mills.
The acquisition was financed through a combination of equity, assumed debt, the cash proceeds from a
rights offering and a vendor loan note.
rights offering and a vendor loan note.
The acquired business contributed revenues of US$522 million, a net operating profit of US$8 million and
a net loss of US$4 million to the group for the period from acquisition to 28 June 2009.
a net loss of US$4 million to the group for the period from acquisition to 28 June 2009.
Details of net assets acquired and goodwill are as follows:
EURO
US$
Purchase consideration:
Cash consideration
Cash consideration
400
563
Shares issued *
32
45
Vendor loan note
220
308
Adjustments to working capital
(4)
(6)
Gain on forward exchange contract covering purchase consideration
(24)
(32)
Direct costs relating to the acquisition
23
32
Total purchase consideration
647
910
Provisional fair value of net identifiable assets acquired (see below)
647
910
Provisional goodwill **
–
–
The assets and liabilities arising from the acquisition are as follows:
EURO
EURO
US$
US$
Acquiree’s
Provisional
Acquiree’s
Provisional
carrying
fair
carrying
fair
amount
value
amount
value
Property, plant and equipment
634
531
892
747
Information technology related intangibles
2
2
3
3
Brand names
–
18
–
25
Inventories
118
115
166
162
Trade receivables
200
193
281
272
Prepayments and other debit balances
15
18
21
25
Cash and cash equivalents
5
5
7
7
Trade payables
(85)
(85)
(120)
(120)
Pension liabilities
(37)
(40)
(52)
(56)
Borrowings
(46)
(42)
(65)
(59)
Provisions
(4)
(4)
(6)
(6)
Other payables and accruals
(60)
(65)
(84)
(91)
Net deferred tax (liabilities) assets
(11)
1
(15)
1
Net identifiable assets acquired
731
647
1,028
910
// third quarter results
19
Outflow of cash to acquire business, net of cash acquired:
EURO
US$
Cash consideration
400
563
Direct costs relating to acquisition
23
32
Cash and cash equivalents in subsidiary acquired
(5)
(7)
Net cash outflow on acquisition
418
588
The provisional values determined as at March 2009 have been adjusted as follows to arrive at the provisional
values as at June 2009
values as at June 2009
EURO
US$
Provisional fair values **
March 2009
June 2009
March 2009
June 2009
Property, plant and equipment
494
531
695
747
Information technology related intangibles
2
2
3
3
Brand names
18
18
25
25
Inventories
116
115
163
162
Trade receivables
200
193
281
272
Prepayments and other debit balances
21
18
30
25
Cash and cash equivalents
5
5
7
7
Trade payables
(86)
(85)
(121)
(120)
Pension liabilities
(40)
(40)
(56)
(56)
Borrowings
(47)
(42)
(66)
(59)
Provisions
(4)
(4)
(6)
(6)
Other payables and accruals
(64)
(65)
(89)
(91)
Net deferred tax (liabilities) assets
13
1
18
1
Net identifiable assets acquired
628
647
884
910
EURO
US$
Provisional goodwill at March 2009 **
27
38
Increase in fair values of net identifiable assets
(19)
(26)
Change in adjustments to working capital
(10)
(14)
Increase in direct costs relating to acquisition
2
2
Provisional goodwill at June 2009 **
0
0
* 11,159,702 Sappi shares were issued to M-real as partial payment of the acquisition price. The fair value of US$45 million
(EUR32 million) was determined using Sappi’s published market price at the date of exchange.
** The initial accounting for the business combination has been determined provisionally as at the end of the third quarter ended June
2009 because the group is still in the process of finalising the fair values of the identifiable assets and liabilites of the acquired business
of M-real. The changes in provisional values from March 2009 to June 2009 are due to the group having access to more information
that enabled us to update our initial determination of fair values and the purchase consideration.
of M-real. The changes in provisional values from March 2009 to June 2009 are due to the group having access to more information
that enabled us to update our initial determination of fair values and the purchase consideration.
20
Notes to the group results
Reviewed
Reviewed
Reviewed
Reviewed
Quarter
Quarter
Nine months
Nine months
ended
ended
ended
ended
June 2009
June 2008
%
June 2009
June 2008
%
US$ million
US$ million change
US$ million
US$ million change
10. Regional information
Sales
Fine Paper –
Fine Paper –
North America
291
424
(31)
955
1,231
(22)
Europe
729
705
3
2,027
2,040
(1)
Southern Africa
78
95
(18)
226
271
(17)
Total
1,098
1,224
(10)
3,208
3,542
(9)
Forest Products – Pulp and paper
operations
204
249
(18)
567
747
(24)
Forestry operations
14
21
(33)
41
55
(25)
Total
1,316
1,494
(12)
3,816
4,344
(12)
Operating profit
Fine Paper –
Fine Paper –
North America
24
25
(4)
(7)
62
–
Europe
–
10
(100)
(8)
47
–
Southern Africa
(5)
1
–
(1)
5
–
Total
19
36
(47)
(16)
114
–
Forest Products
(26)
(60)
–
71
167
(57)
Corporate and other
–
1
(100)
1
8
100
Total
(7)
(23)
–
56
289
(81)
Net operating assets
Fine Paper –
Fine Paper –
North America
1,035
1,064
(3)
1,035
1,064
(3)
Europe
2,475
2,098
18
2,475
2,098
18
Southern Africa
205
124
65
205
124
65
Total
3,715
3,286
13
3,715
3,286
13
Forest Products
1,790
1,714
4
1,790
1,714
4
Corporate and other
72
27
167
72
27
167
Total
5,577
5,027
11
5,577
5,027
11
// third quarter results
21
Supplemental Information (this information has not been reviewed)
general definitions
Average – averages are calculated as the sum of the opening and closing balances for the relevant period divided
by two
by two
Fellings – the amount charged against the income statement representing the standing value of the plantations
harvested
harvested
NBSK – Northern Bleached Softwood Kraft pulp. One of the main varieties of market pulp, mainly produced from
spruce trees in Scandinavia, Canada and north eastern USA. The NBSK is a benchmark widely used in the pulp
and paper industry for comparative purposes
spruce trees in Scandinavia, Canada and north eastern USA. The NBSK is a benchmark widely used in the pulp
and paper industry for comparative purposes
SG&A – selling, general and administrative expenses
Non-GAAP measures
The group believes that it is useful to report certain non-GAAP measures for the following reasons:
– these measures are used by the group for internal performance analysis;
– the presentation by the group’s reported business segments of these measures facilitates comparability with
other companies in our industry, although the group’s measures may not be comparable with similarly titled
profit measurements reported by other companies; and
profit measurements reported by other companies; and
– it is useful in connection with discussion with the investment analyst community and debt rating agencies.
These non-GAAP measures should not be considered in isolation or construed as a substitute for GAAP
measures in accordance with IFRS
measures in accordance with IFRS
Acquisition – the acquisition of M-real’s coated graphic paper business on 31 December 2008
Adjustment factor – this is calculated using the pre-announcement share price divided by the theoretical ex-
rights price (TERP). TERP is the [(Number of new shares multiplied by the Subscription price) plus the (Number of
shares held multiplied by the Ex-dividend share price)] all divided by the (Number of new shares plus the number
of shares held prior to the rights offer)
rights price (TERP). TERP is the [(Number of new shares multiplied by the Subscription price) plus the (Number of
shares held multiplied by the Ex-dividend share price)] all divided by the (Number of new shares plus the number
of shares held prior to the rights offer)
Capital employed – shareholders’ equity plus net debt
EBITDA excluding special items – earnings before interest (net finance costs), taxation, depreciation,
amortisation and special items
amortisation and special items
Headline earnings – as defined in circular 8/2007 issued by the South African Institute of Chartered Accountants,
separates from earnings all separately identifiable re-measurements. It is not necessarily a measure of sustainable
earnings. It is a listing requirement of the JSE Limited to disclose headline earnings per share
separates from earnings all separately identifiable re-measurements. It is not necessarily a measure of sustainable
earnings. It is a listing requirement of the JSE Limited to disclose headline earnings per share
Net debt – current and non-current interest-bearing borrowings, and bank overdraft (net of cash, cash equivalents
and short-term deposits)
and short-term deposits)
Net debt to total capitalisation – net debt divided by capital employed
Net operating assets – total assets (excluding deferred taxation and cash and cash equivalents) less current
liabilities (excluding interest-bearing borrowings and bank overdraft)
liabilities (excluding interest-bearing borrowings and bank overdraft)
Net assets – total assets less total liabilities
Net asset value per share – net assets divided by the number of shares in issue at balance sheet date
ROCE – return on average capital employed. Operating profit excluding special items divided by average capital
employed
employed
ROE – return on average equity. Profit for the period divided by average shareholders’ equity
RONOA – return on average net operating assets. Operating profit excluding special items divided by average net
operating assets
operating assets
Special items – special items cover those items which management believe are material by nature or amount to
the operating results and require separate disclosure. Such items would generally include profit or loss on disposal
of property, investments and businesses, asset impairments, restructuring charges, non-recurring integration
costs related to acquisitions, financial impacts of natural disasters, non-cash gains or losses on the price fair value
adjustment of plantations and alternative fuel tax credits receivable in cash
the operating results and require separate disclosure. Such items would generally include profit or loss on disposal
of property, investments and businesses, asset impairments, restructuring charges, non-recurring integration
costs related to acquisitions, financial impacts of natural disasters, non-cash gains or losses on the price fair value
adjustment of plantations and alternative fuel tax credits receivable in cash
The above financial measures are presented to assist our shareholders and the investment community in interpreting our financial results.
These financial measures are regularly used and compared between companies in our industry
22
Supplemental Information (this information has not been reviewed)
EBITDA excluding special items
Quarter
Quarter
Nine months
Nine months
ended
ended
ended
ended
June 2009
June 2008
June 2009
June 2008
US$ million
US$ million
US$ million
US$ million
Reconciliation of (loss) profit for the period to
EBITDA excluding special items
(1)
(Loss) profit for the period
(62)
(63)
(74)
134
Net finance costs
70
45
131
100
Taxation
(15)
(5)
(1)
55
Special items – (gains) losses
(6)
111
(61)
(12)
Operating (loss) profit excluding special items
(13)
88
(5)
277
Depreciation and amortisation
106
94
286
283
EBITDA excluding special items
(1)
93
182
281
560
June 2009
Sept 2008
US$ million
US$ million
Net debt (US$ million)
(2)
2,770
2,405
Net debt to total capitalisation (%)
(2)
57.5
60.0
Net asset value per share (US$)
(2)
3.97
7.00
(1)
In connection with the U.S. Securities Exchange Commission (“SEC”) rules relating to “Conditions for Use of Non-GAAP Financial
Measures”, we have reconciled EBITDA excluding special items to net profit rather than operating profit. As a result our definition retains
minority interest as part of EBITDA excluding special items.
Measures”, we have reconciled EBITDA excluding special items to net profit rather than operating profit. As a result our definition retains
minority interest as part of EBITDA excluding special items.
Operating profit excluding special items represents earnings before interest (net finance costs), taxation and special items. Net finance
costs includes: gross interest paid; interest received; interest capitalised; net foreign exchange gains; and net fair value adjustments on
interest rate financial instruments. See the group income statement for an explanation of the computation of net finance costs. Special
items cover those items which management believe are material by nature or amount to the operating results and require separate
disclosure. Such items would generally include profit and loss on disposal of property, investments and businesses, asset impairments,
restructuring charges, non-recurring integration costs related to acquisitions, financial impacts of natural disasters, non-cash gains or
losses on the price fair value adjustment of plantations and alternative fuel tax credits receivable in cash.
costs includes: gross interest paid; interest received; interest capitalised; net foreign exchange gains; and net fair value adjustments on
interest rate financial instruments. See the group income statement for an explanation of the computation of net finance costs. Special
items cover those items which management believe are material by nature or amount to the operating results and require separate
disclosure. Such items would generally include profit and loss on disposal of property, investments and businesses, asset impairments,
restructuring charges, non-recurring integration costs related to acquisitions, financial impacts of natural disasters, non-cash gains or
losses on the price fair value adjustment of plantations and alternative fuel tax credits receivable in cash.
EBITDA excluding special items represents operating profit before depreciation, amortisation and special items.
We use both operating profit excluding special items and EBITDA excluding special items as internal measures of performance to
benchmark and compare performance, both between our own operations and as against other companies. Operating profit excluding
special items and EBITDA excluding special items are measures used by the group, together with measures of performance under IFRS,
to compare the relative performance of operations in planning, budgeting and reviewing the performances of various businesses. We
believe they are useful and commonly used measures of financial performance in addition to net profit, operating profit and other profitability
measures under IFRS because they facilitate operating performance comparisons from period to period and company to company. By
eliminating potential differences in results of operations between periods or companies caused by factors such as depreciation and
amortisation methods, historic cost and age of assets, financing and capital structures and taxation positions or regimes, we believe both
operating profit excluding special items and EBITDA excluding special items can provide a useful additional basis for comparing the current
performance of the operations being evaluated. For these reasons, we believe operating profit excluding special items and EBITDA
excluding special items and similar measures are regularly used by the investment community as a means of comparison of companies in
our industry. Different companies and analysts may calculate operating profit excluding special items and EBITDA excluding special items
differently, so making comparisons among companies on this basis should be done very carefully. Operating profit excluding special items
and EBITDA excluding special items are not measures of performance under IFRS and should not be considered in isolation or construed
as a substitute for operating profit or net profit as indicators of the company’s operations in accordance with IFRS.
benchmark and compare performance, both between our own operations and as against other companies. Operating profit excluding
special items and EBITDA excluding special items are measures used by the group, together with measures of performance under IFRS,
to compare the relative performance of operations in planning, budgeting and reviewing the performances of various businesses. We
believe they are useful and commonly used measures of financial performance in addition to net profit, operating profit and other profitability
measures under IFRS because they facilitate operating performance comparisons from period to period and company to company. By
eliminating potential differences in results of operations between periods or companies caused by factors such as depreciation and
amortisation methods, historic cost and age of assets, financing and capital structures and taxation positions or regimes, we believe both
operating profit excluding special items and EBITDA excluding special items can provide a useful additional basis for comparing the current
performance of the operations being evaluated. For these reasons, we believe operating profit excluding special items and EBITDA
excluding special items and similar measures are regularly used by the investment community as a means of comparison of companies in
our industry. Different companies and analysts may calculate operating profit excluding special items and EBITDA excluding special items
differently, so making comparisons among companies on this basis should be done very carefully. Operating profit excluding special items
and EBITDA excluding special items are not measures of performance under IFRS and should not be considered in isolation or construed
as a substitute for operating profit or net profit as indicators of the company’s operations in accordance with IFRS.
(2)
Refer to page 21, Supplemental Information for the definition of the term.
// third quarter results
23
Supplemental Information (this information has not been reviewed)
summary rand convenience translation
Quarter
Quarter
Nine months Nine months
ended
ended
%
ended
ended
%
June 2009
June 2008
change
June 2009
June 2008
change
Key figures: (ZAR million)
Sales
Sales
11,344
11,711
(3)
35,949
31,814
13
Operating (loss) profit
(60)
(180)
–
528
2,117
(75)
Special items – (gains) losses *
(52)
870
–
(575)
(88)
–
Operating (loss) profit excluding
special items
(112)
690
–
(47)
2,029
–
EBITDA excluding special items *
802
1,427
(44)
2,647
4,101
(35)
Basic (loss) earnings per
share (SA cents)
(103)
(133)
–
(151)
271
–
Net debt *
21,880
21,108
4
21,880
21,108
4
Key ratios: (%)
Operating (loss) profit to sales
Operating (loss) profit to sales
(0.5)
(1.5)
1.5
6.7
Operating (loss) profit excluding
special items to sales
(1.0)
5.9
(0.1)
6.4
Operating (loss) profit excluding
special items to Capital
Employed (ROCE) *
Employed (ROCE) *
(1.1)
7.9
(0.2)
8.7
EBITDA excluding special items
to sales
7.1
12.2
7.4
12.9
Return on average equity (ROE)
(12.5)
(14.7)
(6.4)
10.2
Net debt to total capitalisation *
57.5
61.5
57.5
61.5
* Refer to page 21, Supplemental Information for the definition of the term.
The above financial results have been translated into ZAR from US Dollars as follows:
– Assets and liabilities at rates of exchange ruling at period end; and
– Income, expenditure and cash flow items at average exchange rates.
The above financial results have been translated into ZAR from US Dollars as follows:
– Assets and liabilities at rates of exchange ruling at period end; and
– Income, expenditure and cash flow items at average exchange rates.
exchange rates
June
Mar
Dec
Sept
June
2009
2009
2008
2008
2008
Exchange rates:
Period end rate: US$1 = ZAR
Period end rate: US$1 = ZAR
7.8990
9.5849
9.7148
8.0751
7.9145
Average rate for the Quarter: US$1 = ZAR
8.6197
9.8979
9.8584
7.8150
7.8385
Average rate for the YTD: US$1 = ZAR
9.4205
9.9015
9.8584
7.4294
7.3236
Period end rate: EUR 1 = US$
1.4054
1.3301
1.4064
1.4615
1.5795
Average rate for the Quarter: EUR 1 = US$
1.3651
1.3300
1.3471
1.5228
1.5747
Average rate for the YTD: EUR 1 = US$
1.3432
1.3288
1.3471
1.5064
1.5071
The financial results of entities with reporting currencies other than the US Dollar are translated into US Dollars as follows:
– Assets and liabilities at rates of exchange ruling at period end; and
– Income, expenditure and cash flow items at average exchange rates.
– Assets and liabilities at rates of exchange ruling at period end; and
– Income, expenditure and cash flow items at average exchange rates.
24
US$
0
2
4
6
8
10
12
14
Jul
03Oct 04Jul
04Jan05Apr 05Jul 05Oct 05Jan 06Apr 06Jul 06Jan 07Apr 07Oct 06Oct 03Jan 04Apr 04Jul 07Oct 07Jan 08Apr 08 Jul 08Oct 08Jan09Apr
09Jul 09
ZAR
0
10
20
30
40
50
60
70
80
90
Jul
03Oct 04Jul
04Jan05Apr 05Jul 05Oct 05Jan 06Apr 06Jul 06Jan 07Apr 07Oct 06Oct 03Jan 04Apr 04Jul 07Oct 07Jan 08Apr 08 Jul 08Oct 08Jan09Apr
09Jul 09
Sappi ordinary shares* (JSE: SAP)
US Dollar share price conversion*
* Historic share prices revised to reflect rights offer
Other interested parties can obtain printed copies of this report from:
South Africa:
United States:
Channel Islands:
Computershare Investor
ADR Depositary:
Capita Registrars
Services (Proprietary) Limited
The Bank of New York Mellon
(Jersey) Limited
70 Marshall Street
Investor Relations
12 Castle Street
Johannesburg 2001
PO Box 11258
St Helier
PO Box 61051
Church Street Station
Jersey
Marshalltown 2107
New York, NY 10286-1258
JE2 3RT
Tel +27 (0)11 370 5000
Tel +1 610 382 7836
Tel +44 (0)208 639 3399
Designed by
Printed by INCE
this report is available on the Sappi website
www.sappi.com
sappi
Printed on Magno Matt Classic 250g/m
2
and 150g/m
2
www.sappi.com
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.
duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date:
July 31, 2009
SAPPI LIMITED,
Name:
M. R. Thompson
Title:
Chief Financial Officer
M. R. Thompson
By:
/s/