West Fraser Timber Co. Ltd. |
Condensed Consolidated Statements of Earnings and Comprehensive Earnings(in mil ions of United States dol ars, except where indicated - unaudited) |
| Three Months Ended |
| March 31, | March 31, |
| 2023 | 2022 |
Sales | $ | 1,627 $ | 3,110 |
Costs and expensesCost of products sold |
| | 1,245 | 1,177 |
Freight and other distribution costs | | | 234 | 220 |
Export duties, net | | | | | 14 | 13 | 27 |
Amortization | | | 138 | 157 |
Sel ing, general and administration | | | 76 | 94 |
Equity-based compensation | | | 2 | (5) |
Restructuring and impairment charges | | | 3 | 13 |
| | 1,712 | 1,683 |
Operating earnings | | | (85) | 1,427 |
Finance income (expense), net | | | | | 9 | | | 7 | (7) |
Other income | | | | | 10 | 14 | — |
Earnings before tax | | | (63) | 1,420 |
Tax recovery (provision) | | | | | 11 | 21 | (330) |
Earnings | $ | | (42) $ | 1,090 |
Earnings per share (dol ars)Basic |
| | | | | 12 $ | (0.50) $ | 10.35 |
Diluted | | | | | 12 | $ | (0.52) $ | 10.25 |
Comprehensive earningsEarnings |
| $ | | (42) $ | 1,090 |
Other comprehensive earningsItems that may be reclassified to earnings |
Translation gain (loss) on operations with different functional currencies | | | 13 | (20) |
Items that wil not be reclassified to earnings |
Actuarial gain on retirement benefits, net of tax | | | | | 7 | | | 8 | 94 |
| | | 21 | 74 |
Comprehensive earnings | $ | | (21) $ | 1,164 |
| | | | | | -2- |
West Fraser Timber Co. Ltd.Condensed Consolidated Statements of Cash Flows(in mil ions of United States dol ars, except where indicated - unaudited) |
| Three Months Ended |
| March 31, | March 31, |
| | | 2023 | 2022 |
Cash provided by operating activitiesEarnings |
| $ | | | (42) $ | 1,090 |
Adjustments |
Amortization | | | | 138 | 157 |
Restructuring and impairment charges | | | | 3 | 13 |
Finance (income) expense, net | | | 9 | | | | (7) | 7 |
Foreign exchange (gain) loss | | | | — | 7 |
Export duty | | | 14 | | | | — | (9) |
Retirement benefit expense | | | | 19 | 21 |
Contributions to retirement benefit plans | | | | (16) | (19) |
Tax (recovery) provision | | | 11 | | | | (21) | 330 |
Income taxes paid | | | | (5) | (456) |
Other | | | | 6 | 3 |
Changes in non-cash working capital |
Receivables | | (107) | | | | (287) |
Inventories | | (105) | | | | (300) |
Prepaid expenses | | | | 6 | 3 |
Payables and accrued liabilities | | | | (67) | 3 |
| | (198) | | | | 563 |
Cash used for financing activities |
Repayment of lease obligations | | | | (4) | (5) |
Finance expense paid | | | | (3) | (2) |
Repurchase of Common shares for cancel ation | | | | — | (189) |
Dividends paid | | | | (25) | (21) |
| | | | (32) | (217) |
Cash used for investing activities |
Additions to capital assets | | | | (99) | (93) |
Interest received | | | | 10 | 1 |
| | | | (89) | (92) |
Change in cash and cash equivalents | | (319) | | | | 254 |
Foreign exchange effect on cash and cash equivalents | | | | 3 | (6) |
Cash and cash equivalents - beginning of period | 1,162 | 1,568 |
Cash and cash equivalents - end of period | $ | | | 847 $ | 1,816 |
| | | | | | -4- |
West Fraser Timber Co. Ltd.Notes to Condensed Consolidated Financial Statements |
For the three months ended March 31, 2023 and 2022(figures are in mil ions of United States dol ars, except where indicated - unaudited) |
1. | Nature of operations |
West Fraser Timber Co. Ltd. ("West Fraser", the “Company”, "we", "us" or "our") is a diversified wood products company |
with more than 60 facilities in Canada, the United States (“U.S.”), the United Kingdom (“U.K.”), and Europe. From |
responsibly sourced and sustainably managed forest resources, the Company produces lumber, engineered wood |
products (OSB, LVL, MDF, plywood, and particleboard), pulp, newsprint, wood chips, other residuals and renewable |
energy. West Fraser’s products are used in home construction, repair and remodel ing, industrial applications, papers, |
tissue, and box materials. Our executive office is located at 885 West Georgia Street, Suite 1500, Vancouver, British |
Columbia. West Fraser was formed by articles of amalgamation under the Business Corporations Act (British Columbia) |
and is registered in British Columbia, Canada. Our Common shares are listed for trading on the Toronto Stock Exchange |
(“TSX”) and on the New York Stock Exchange (“NYSE”) under the symbol WFG. |
2. | Basis of presentation |
These condensed consolidated financial statements have been prepared in accordance with International Accounting |
Standards (“IAS”) 34, Interim Financial Reporting as issued by the International Accounting Standards Board and use the |
same accounting policies as the most recent audited annual consolidated financial statements. These condensed |
consolidated interim financial statements were authorized for issue by the Audit Committee of the Company’s Board of |
Directors on April 25, 2023. These condensed consolidated interim financial statements should be read in conjunction |
with the Company's consolidated financial statements for the year ended December 31, 2022. |
The Company’s fiscal year is the calendar year ending December 31. Effective January 1, 2023, the Company’s fiscal |
quarters are the 13-week periods ending on the last Friday of March, June, and September with the fourth quarter ending |
December 31. References to the three months ended March 31, 2023 and the first quarter of 2023 relate to the 13-week |
period ended March 31, 2023. |
Figures have been rounded to mil ions of dol ars to reflect the accuracy of the underlying balances and as a result certain |
tables may not add due to rounding impacts. |
3. | Seasonality of operations |
Our operating results are subject to seasonal fluctuations that may impact quarter-to-quarter comparisons. |
Consequently, interim operating results may not proportionately reflect operating results for a ful year. |
Market demand varies seasonal y, as home building activity and repair-and-remodel ing work are general y stronger in |
the spring and summer months. Extreme weather conditions, including wildfires in Western Canada and hurricanes in the |
U.S. South, may periodical y affect operations, including logging, manufacturing and transportation. Log inventory is |
typical y built up in the Northern regions of North America and Europe during the winter to sustain our lumber and EWP |
production during the second quarter when logging is curtailed due to wet and inaccessible land conditions. This |
inventory is general y consumed in the spring and summer months. |
4. | Inventories |
| | March 31, | | December 31, |
As at | | | 2023 | | 2022 |
Manufactured products | | $ | 420 $ | | 428 |
Logs and other raw materials | | | 485 | | 376 |
Materials and supplies | | | 237 | | 228 |
| | $ | 1,142 $ | | | 1,032 |
Inventories at March 31, 2023 were subject to a valuation reserve of $73 mil ion (December 31, 2022 - $61 mil ion) to |
reflect net realizable value being lower than cost. |
| | | | | | -5- |
5. | Operating loans and long-term debt |
Operating loans |
As at March 31, 2023, our credit facilities consisted of a $1 bil ion committed revolving credit facility which matures July |
2026, $35 mil ion of uncommitted revolving credit facilities available to our U.S. subsidiaries, a $19 mil ion (£15 mil ion) |
credit facility dedicated to our European operations, and a $10 mil ion (CAD$13 mil ion) demand line of credit dedicated |
to our jointly | | -owned newsprint operation. |
As at March 31, 2023, our revolving credit facilities were undrawn (December 31, 2022 - undrawn) and the associated |
deferred financing costs of $1 mil ion (December 31, 2022 - $1 mil ion) were recorded in other assets. Interest on the |
facilities is payable at floating rates based on Prime, Base Rate Advances, Bankers’ Acceptances, or London Inter-Bank |
Offered Rate (“LIBOR”) Advances at our option. Our $1 bil ion committed revolving credit facility contains transition |
provisions relating to the elimination of LIBOR whereby Secured Overnight Financing Rate (“SOFR”) can be elected by |
mutual consent with the lenders. |
In addition, we have credit facilities total ing $131 mil ion (December 31, 2022 - $131 mil ion) dedicated to letters of |
credit. Letters of credit in the amount of $39 mil ion (December 31, 2022 - $61 mil ion) were supported by these facilities. |
Al debt is unsecured except the $10 mil ion (CAD$13 mil ion) jointly-owned newsprint operation demand line of credit, |
which is secured by that joint operation’s current assets. |
Long-term debt |
| | | March 31, | | December 31, |
As at | | | | 2023 | | 2022 |
Senior notes due October 2024; interest at 4.35% | | | $ | 300 $ | | 300 |
Term loan due August 2024; floating interest rate | | | | 200 | | 200 |
| | | | 500 | | 500 |
Less: deferred financing costs | | | | (1) | | (1) |
Less: current portion | | | | — | | — |
| | | $ | 500 $ | | 499 |
The fair value of the long-term debt at March 31, 2023 was $496 mil ion (December 31, 2022 - $491 mil ion) based on |
rates available to us at the balance sheet date for long-term debt with similar terms and remaining maturities. |
Interest rate swap contracts |
At March 31, 2023, we had interest rate swap contracts to pay fixed interest rates (weighted average interest rate of |
1.14%) and receive variable interest rates equal to 3-month LIBOR on $200 mil ion notional principal amount of |
indebtedness. These interest rate swap agreements fix the interest rate on the $200 mil ion term loan disclosed in the |
long-term debt table above. These agreements mature in August 2024. |
The interest rate swap contracts are accounted for as a derivative, with the related changes in the fair value included in |
other income on the consolidated statement of earnings. For the three months ended March 31, 2023, a loss of $2 mil ion |
(2022 - gain of $7 mil ion) was recognized in relation to the interest rate swap contracts. The fair value of the interest rate |
swap contracts at March 31, 2023 was an asset of $10 mil ion (December 31, 2022 - asset of $12 mil ion). |
| | | | | | | -6- |
6. | Other liabilities |
| | March 31, | | December 31, |
As at | | | 2023 | | 2022 |
Retirement liabilities | | $ | 77 $ | | 77 |
Long-term portion of reforestation | | | 73 | | 55 |
Long-term portion of decommissioning | | | 26 | | 15 |
Long-term portion of lease obligations | | | 25 | | 26 |
Export duties | | | 76 | | 73 |
Electricity swaps | | | 2 | | 4 |
Other | | | 19 | | 18 |
| | $ | 298 $ | | 268 |
7. | Retirement benefits |
We maintain defined benefit and defined contribution pension plans covering most of our employees. The defined |
benefit plans general y do not require employee contributions and provide a guaranteed level of pension payable for life |
based either on length of service or on earnings and length of service, and in most cases do not increase after |
commencement of retirement. We also provide group life insurance, medical and extended health benefits to certain |
employee groups. |
The status of the defined benefit pension plans and other retirement benefit plans, in aggregate, is as fol ows: |
| | March 31, December 31, |
| | 2023 | | | 2022 |
Projected benefit obligations | | | | | | $ | (881) $ | | | (856) |
Fair value of plan assets | | | | | | | 949 | | 927 |
Impact of asset ceiling adjustments | | | | | | | (5) | | (16) |
| | | | | | $ | 63 $ | | 55 |
Represented by |
Retirement assets | | | | | | $ | 140 $ | | 132 |
Retirement liabilities | | | | | | | (77) | | (77) |
| | | | | | $ | 63 $ | | 55 |
The significant actuarial assumptions used to determine our balance sheet date retirement assets and liabilities are as |
fol ows: |
| | March 31, December 31, |
| | 2023 | | | 2022 |
Discount rate | | 5.04% | | | 5.17% |
Future compensation rate increase | | 3.53% | | | 3.53% |
The actuarial gain on retirement benefits, included in other comprehensive earnings, is as fol ows: |
| | Three Months Ended |
| | March 31, | | March 31, |
| | 2023 | | | 2022 |
Actuarial gain | | | | | | $ | 10 $ | | 125 |
Tax provision | | | | | | | (3) | | (31) |
| | | | | | $ | 8 $ | | 94 |
8. | Share capital |
Authorized |
400,000,000 Common shares, without par value |
20,000,000 Class B Common shares, without par value |
10,000,000 Preferred shares, issuable in series, without par value |
Issued |
| | March 31, 2023 | December 31, 2022 |
| | Number | | Amount | Number | | Amount |
Common | | | | | | 81,274,319 $ | 2,667 | 81,273,936 $ | | 2,667 |
Class B Common | | 2,281,478 | | | | | — | 2,281,478 | | | | | — |
Total Common | | | | | | 83,555,797 $ | 2,667 | 83,555,414 $ | | 2,667 |
For the three months ended March 31, 2023, we issued 383 Common shares under our share option plans (2022 - no |
Common shares) and no Common shares under our employee share purchase plan (2022 - no Common shares). |
Rights and restrictions of Common shares |
The Common shares and Class B Common shares are equal in al respects, including the right to dividends, rights upon |
dissolution or winding up and the right to vote, except that each Class B Common share may at any time be exchanged |
for one Common share. Our Common shares are listed for trading on the TSX and NYSE under the symbol WFG, while our |
Class B Common shares are not. Certain circumstances or corporate transactions may require the approval of the holders |
of our Common shares and Class B Common shares on a separate class by class basis. |
Share repurchases |
On February 22, 2023, we renewed our normal course issuer bid (“2023 NCIB”) al owing us to acquire up to 4,063,696 |
Common shares for cancel ation until the expiry of the bid on February 26, 2024. |
For the three months ended March 31, 2023, we repurchased no Common shares under our 2023 NCIB or 2022 NCIB |
(2022 - 2,574,124 Common shares under our 2021 NCIB and 2022 NCIB at an average price of $90.15). |
9. | Finance income (expense), net |
| | | Three Months Ended |
| | | March 31, | | March 31, |
| | | 2023 | | | | | 2022 |
Interest expense | | | | | | | $ | | (6) $ | (6) |
Interest income on cash equivalents | | | | | | | | 10 | | | | | 1 |
Net interest income on export duty deposits | | | | | | | | | 4 | (2) |
Finance expense on employee future benefits | | | | | | | | — | | | | | (1) |
| | | | | | | $ | | 7 $ | (7) |
| | | | | | -8- |
10. Other income |
| Three Months Ended |
| March 31, | March 31, |
| | | 2023 | 2022 |
Foreign exchange gain (loss) | | | | | $ | — $ | (7) |
Gain on electricity swaps | | | | | | 14 | — |
Gain (loss) on interest rate swap contracts | | | | | | (2) | 7 |
Other | | | | | | 2 | — |
| | | | | $ | 14 $ | — |
11. Tax recovery (provision) |
The tax provision differs from the amount that would have resulted from applying the B.C. statutory income tax rate to |
earnings before tax as fol ows: |
| Three Months Ended |
| March 31, | March 31, |
| 2023 | 2022 |
Income tax recovery (provision) at statutory rate of 27% | | | | | $ | 17 $ | (383) |
Rate differentials between jurisdictions and on specified activities | | | | | | — | 48 |
Non-taxable (deductible) amounts | | | | | | 1 | 9 |
Other | | | | | | 3 | (4) |
Tax recovery (provision) | | | | | $ | 21 $ | (330) |
12. Earnings per share |
Basic earnings per share is calculated based on earnings available to Common shareholders, as set out below, using the |
weighted average number of Common shares and Class B Common shares outstanding. |
Certain of our equity-based compensation plans may be settled in cash or Common shares at the holder’s option and for |
the purposes of calculating diluted earnings per share, the more dilutive of the cash-settled and equity-settled method is |
used, regardless of how the plan is accounted for. Plans that are accounted for using the cash-settled method wil require |
adjustments to the numerator and denominator if the equity-settled method is determined to have a dilutive effect as |
compared to the cash-settled method. |
The numerator under the equity-settled method is calculated based on earnings available to Common shareholders |
adjusted to remove the cash-settled equity-based compensation expense (recovery) charged to earnings and deducting a |
notional charge using the equity | | | | | | -settled method, as set out below. Adjustments to earnings are tax-effected as |
applicable. The denominator under the equity-settled method is calculated using the treasury stock method. Share |
options under the equity-settled method are considered dilutive when the average market price of our Common shares |
for the period exceeds the exercise price of the share option. |
The equity-settled method was more dilutive for the three months ended March 31, 2023 and March 31, 2022 and an |
adjustment was required for both the numerator and denominator in both periods. |
| | | | | | | -10- |
13. Segment and geographical information |
During the first quarter of 2023, the Company changed its measure of profit or loss for each reportable segment from |
earnings before tax to operating earnings, as this is now the measure most used by the chief operating decision maker |
when evaluating segment operating performance. Prior year comparatives have been updated to conform to current year |
presentation. |
Three Months Ended |
| | | Pulp & | Europe | Corporate |
| Lumber | NA EWP | Paper | EWP | & Other | Total | March 31, 2023Sales |
To external customers | $ | | | | | | 734 $ | 540 $ | 193 $ | 160 $ | — $ | 1,627 |
To other segments | | | | | | | 21 | 2 | 5 | | | | | | | (28) | — |
| $ | | | | | | 755 $ | 542 $ | 198 $ | 160 $ | (28) $ | 1,627 |
Cost of products sold | | | | | | | (596) | (404) | (151) | (123) | | | | | | | 28 | (1,245) |
Freight and other distribution costs | | | | | | | (107) | (82) | (34) | (12) | — | (234) |
Export duties, net | | | | | | | (13) | — | — | — | | | | | | — | (13) |
Amortization | | | | | | | (46) | (69) | (9) | (12) | (2) | (138) |
Sel ing, general and administration | | | | | | | (40) | (24) | (6) | (5) | | | | | | (1) | (76) |
Equity-based compensation | | | | | | | — | — | — | — | | | | | | (2) | (2) |
Restructuring and impairment charges | | | | | | | (1) | — | (1) | — | | | | | | — | (3) |
Operating earnings | $ | | | | | | (48) $ | (38) $ | (2) $ | 8 $ | | | | | | (4) $ | (85) |
Three Months Ended |
| | | Pulp & | Europe | Corporate |
| Lumber | NA EWP | Paper | EWP | & Other | Total | March 31, 2022Sales |
To external customers | $ | 1,484 $ | 1,214 $ | | | | | | | 171 $ | 241 $ | — $ | 3,110 |
To other segments | | | | | | | 17 | 3 | — | — | | | | | | (20) | — |
| $ | 1,501 $ | 1,217 $ | | | | | | | 171 $ | 241 $ | (20) $ | 3,110 |
Cost of products sold | | | | | | | (530) | (386) | (140) | (141) | | | | | | | 20 | (1,177) |
Freight and other distribution costs | | | | | | | (97) | (71) | (37) | (15) | — | (220) |
Export duties, net | | | | | | | (27) | — | — | — | | | | | | — | (27) |
Amortization | | | | | | | (46) | (83) | (9) | (17) | (2) | (157) |
Sel ing, general and administration | | | | | | | (51) | (30) | (9) | (7) | | | | | | 3 | (94) |
Equity-based compensation | | | | | | | — | — | — | — | | | | | | 5 | 5 |
Impairment charges | | | | | | | — | — | (13) | — | | | | | | — | (13) |
Operating earnings | $ | | | | | | 750 $ | 647 $ | (37) $ | 61 $ | 6 $ | 1,427 |
The geographic distribution of external sales based on the location of product delivery is as fol ows: |
| | | | | Three Months Ended |
| | | | | March 31, | March 31, |
| | | | | 2023 | 2022 |
United States | | | | $ | 1,010 $ | 2,273 |
Canada | | | | | 285 | 440 |
U.K. and Europe | | | | | 163 | 233 |
Asia | | | | | 167 | 156 |
Other | | | | | | | | | | | 2 | 8 |
| | | | $ | 1,627 $ | 3,110 |
| | -11- |
14. Countervailing (“CVD”) and antidumping (“ADD”) duty dispute |
Additional details, including our accounting policy, can be found in note 26 - Countervailing (“CVD”) and antidumping |
(“ADD”) duty dispute of our audited annual consolidated financial statements for the year ended December 31, 2022. |
Developments in CVD and ADD rates |
We began paying CVD and ADD duties in 2017 based on the determination of duties payable by the United States |
Department of Commerce (“USDOC”). The CVD and ADD cash deposit rates are updated upon the finalization of the |
USDOC’s Annual Review (“AR”) process for each Period of Inquiry (“POI”). |
On January 24, 2023, the USDOC released the preliminary results from AR4 POI covering the 2021 calendar year, which |
indicated a rate of 2.48% for CVD and 6.90% for ADD for West Fraser. The duty rates are subject to an appeal process, |
and we wil record an adjustment once the rates are finalized. If the AR4 rates were to be confirmed, it would result in a |
recovery of $62 mil ion before the impact of interest for the POI covered by AR4. This adjustment would be in addition to |
the amounts already recorded on our balance sheet. If these rates were finalized, our combined cash deposit rate would |
be 9.38%. |
The Cash Deposit Rates and the West Fraser Estimated ADD Rate for the periods presented are as fol ows: |
| Cash Deposit |
Effective dates for CVD | Rate |
AR5 POI1 |
January 1, 2022 – January 9, 2022 | | 5.06% |
January 10, 2022 – August 8, 2022 | | 5.08% |
August 9, 2022 - December 31, 2022 | | 3.62% |
AR6 POI2 |
January 1, 2023 - March 31, 2023 | | 3.62 % |
1. | The CVD rate for the AR5 POI wil be adjusted when AR5 is complete and the USDOC finalizes the rate, which is not expected until 2024. |
2. | The CVD rate for the AR6 POI wil be adjusted when AR6 is complete and the USDOC finalizes the rate, which is not expected until 2025. |
| West Fraser |
| | | Cash Deposit | Estimated |
Effective dates for ADD | | | Rate | Rate |
AR5 POI1 |
January 1, 2022 - August 8, 2022 | | | | 6.06% | 4.52% |
August 9, 2022 - December 31, 2022 | | | | 4.63% | 4.52% |
AR6 POI2 |
January 1, 2023 - March 31, 2023 | | | | 4.63 % | 4.63 % |
1. | The ADD rate for the AR5 POI wil be adjusted when AR5 is complete and the USDOC finalizes the rate, which is not expected until 2024. |
2. | The ADD rate for the AR6 POI wil be adjusted when AR6 is complete and the USDOC finalizes the rate, which is not expected until 2025. |
| | | | | -12- |
Impact on results |
The fol owing table reconciles our cash deposits paid during the period to the amount recorded in our earnings |
statement: |
| Three Months Ended |
| March 31, | March 31, |
| 2023 | | 2022 |
Cash deposits1 | | | | $ | (13) $ | (36) |
Adjust to West Fraser Estimated ADD rate2 | | | | | — | 9 |
Export duties, net | | | | $ | (13) $ | (27) |
1. | Represents combined CVD and ADD cash deposit rate of 8.25% for Q1-23, 11.12% for January 1 to January 9, 2022, and 11.14% for January 10 to |
March 31, 2022. |
2. | Represents adjustment to West Fraser Estimated ADD rate of 4.63% for Q1-23 and 3.79% for Q1-22. |
As of March 31, 2023, export duties paid and payable on deposit with the USDOC were $796 mil ion. |
Impact on balance sheet |
Each POI is subject to independent administrative review by the USDOC, and the results of each POI may not be offset. |
Export duty deposits receivable is represented by: |
| | March 31, |
| | | 2023 |
Beginning of period | $ | | 354 |
Interest recognized on duty deposits receivable | | | 6 |
End of period | $ | | 360 |
Export duties payable is represented by: |
| | March 31, |
| | | 2023 |
Beginning of period | $ | | (73) |
Interest recognized on the export duties payable | | | (2) |
End of period | $ | | (76) |
Appeals |
Notwithstanding the deposit rates assigned under the investigations, our final liability for CVD and ADD wil not be |
determined until each annual administration review process is complete and the related appeal processes are concluded. |
15. Contingencies |
We are subject to various investigations, claims and legal, regulatory and tax proceedings covering matters that arise in |
the ordinary course of business activities, including civil claims and lawsuits, regulatory examinations, investigations, |
audits and requests for information by governmental regulatory agencies and law enforcement authorities in various |
jurisdictions. Each of these matters is subject to uncertainties and it is possible that some of these matters may be |
resolved unfavourably. Certain conditions may exist as of the date the financial statements are issued, which may result |
in an additional loss. In the opinion of management none of these matters are expected to have a material effect on our |
results of operations or financial condition. |
| | | | | | -13- |