West Fraser Timber Co. Ltd. |
Condensed Consolidated Balance Sheets |
(in mil ions of United States dol ars, except where indicated - unaudited) |
| September 30, | December 31, |
| | | 2022 | 2021 |
AssetsCurrent assets |
Cash and short-term investments | $ | | | 1,323 $ | 1,568 |
Receivables | | | | 487 | 508 |
Income taxes receivable | | | | 65 | 42 |
Inventories | | | 5 | | | | 1,031 | 1,061 |
Prepaid expenses | | | | 100 | 38 |
| | | | 3,006 | 3,217 |
Property, plant and equipment | | | | 3,934 | 4,100 |
Timber licences | | | | 356 | 368 |
Goodwill and other intangible assets | | | | 2,364 | 2,440 |
Export duty deposits | | | 16 | | | | 367 | 242 |
Other assets | | | | 91 | 58 |
Deferred income tax assets | | | | 3 | 8 |
| $ | | | 10,121 $ | 10,433 |
LiabilitiesCurrent liabilities |
Payables and accrued liabilities | $ | | | 824 $ | 848 |
Current portion of reforestation and decommissioning obligations | | | | 44 | 46 |
Income taxes payable | | | | 26 | 312 |
| | | | 894 | 1,206 |
Long-term debt | | | 6 | | | | 499 | 499 |
Other liabilities | | | 7 | | | | 189 | 360 |
Deferred income tax liabilities | | | | 750 | 712 |
| | | | 2,332 | 2,777 |
Shareholders’ Equity |
Share capital | | | 9 | | | | 2,718 | 3,402 |
Retained earnings | | | | 5,453 | 4,503 |
Accumulated other comprehensive loss | | | | (382) | (249) |
| | | | 7,789 | 7,656 |
| $ | | | 10,121 $ | 10,433 |
The number of Common shares and Class B Common shares outstanding at October 25, 2022 was 84,024,275 . |
The accompanying notes are an integral part of these condensed consolidated financial statements. |
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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 | Nine Months Ended |
| September 30, September 30, September 30, September 30, |
| | | 2022 | | | 2021 | 2022 | | | 2021 |
Sales | 2,088 $ | | | 2,358 $ | 8,085 $ | | | 8,480 |
Costs and expensesCost of products sold |
| 1,371 | | | 1,213 | 3,933 | | | 3,487 |
Freight and other distribution costs | | | | | | 260 | 220 | 755 | | | 639 |
Export duties, net | | | 16 | | | | | | (53) | 66 | | | (10) | 176 |
Amortization | | | | | | 140 | 147 | 441 | | | 431 |
Sel ing, general and administration | | | | | | 84 | 73 | 265 | | | 224 |
Equity-based compensation | | | | | | 5 | 9 | | | (1) | 28 |
Impairment charges | | | 10 | | | | | | — | — | | | 13 | — |
| 1,807 | | | 1,728 | 5,396 | | | 4,985 |
Operating earnings | | | | | | 281 | 630 | 2,689 | | | 3,495 |
Finance income (expense), net | | | 11 | | | | | | 3 | (11) | | | (7) | (44) |
Other | | | 12 | | | | | | 12 | 5 | | | 36 | 9 |
Earnings before tax | | | | | | 296 | 624 | 2,718 | | | 3,460 |
Tax provision | | | 13 | | | | | | (80) | (164) | (650) | | | (847) |
Earnings | $ | | | | | 216 $ | 460 $ | 2,068 $ | | | 2,613 |
Earnings per share (dol ars)Basic |
| | | 14 | 2.50 $ | | | 4.20 $ | 21.31 $ | | | 23.79 |
Diluted | | | 14 | 2.50 $ | | | 4.20 $ | 21.13 $ | | | 23.79 |
Comprehensive earningsEarnings |
| $ | | | | | 216 $ | 460 $ | 2,068 $ | | | 2,613 |
Other comprehensive earningsItems that may be reclassified to earnings |
Translation loss on operations with different functional currency | | | | | | (62) | (13) | (133) | | | (12) |
Items that wil not be reclassified to earnings |
Actuarial (loss) gain on retirement benefits, net of tax | | | 8 | | | | | | (14) | 60 | 149 | | | 145 |
| | | | | | (76) | 47 | | | 16 | 133 |
Comprehensive earnings | $ | | | | | 140 $ | 507 $ | 2,084 $ | | | 2,746 |
The accompanying notes are an integral part of these condensed consolidated financial statements. |
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West Fraser Timber Co. Ltd. |
Condensed Consolidated Statements of Changes in Shareholders' Equity |
(in mil ions of United States dol ars, except where indicated - unaudited) |
| Three Months Ended | Nine Months Ended |
| September 30, September 30, September 30, September 30, |
| | | 2022 | | | 2021 | 2022 | | | 2021 |
Share capitalBalance - beginning of period |
| 2,791 $ | | | 3,820 $ | 3,402 $ | | | 481 |
Issuance of Common shares | | | 9 | | | | | | — | 1 | | | — | 3,491 |
Repurchase of Common shares for cancel ation | | | 9 | | | | | | (73) | (379) | (684) | | | (530) |
Balance - end of period | 2,718 $ | | | 3,442 $ | 2,718 $ | | | 3,442 |
Contributed surplusBalance - beginning of period |
| $ | | | | | — $ | — $ | | | — $ | — |
Acquired equity-settled share option plan | | | | | | — | — | | | — | 14 |
Equity-settled share option expense | | | | | | — | — | | | — | 1 |
Convert equity-settled share option plan to cash-settled | | | | | | — | — | | | — | (15) |
Balance - end of period | $ | | | | | — $ | — $ | | | — $ | — |
Retained earningsBalance - beginning of period |
| 5,385 $ | | | 4,258 $ | 4,503 $ | | | 2,237 |
Actuarial (loss) gain on retirement benefits, net of tax | | | 8 | | | | | | (14) | 60 | 149 | | | 145 |
Repurchase of Common shares for cancel ation | | | 9 | (109) | | | (517) | (1,189) | | | (691) |
Earnings for the period | | | | | | 216 | 460 | 2,068 | | | 2,613 |
Dividends declared | | | | | | (25) | (21) | | | (78) | (64) |
Balance - end of period | 5,453 $ | | | 4,240 $ | 5,453 $ | | | 4,240 |
Accumulated other comprehensive lossBalance - beginning of period |
| (320) $ | | | (239) $ | (249) $ | | | (240) |
Translation loss on foreign operations | | | | | | (62) | (13) | (133) | | | (12) |
Balance - end of period | (382) $ | | | (252) $ | (382) $ | | | (252) |
Shareholders' Equity | 7,789 $ | | | 7,430 $ | 7,789 $ | | | 7,430 |
The accompanying notes are an integral part of these condensed consolidated financial statements. |
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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 | Nine Months Ended |
| September 30, September 30, September 30, September 30, |
| | | 2022 | | | 2021 | 2022 | | | 2021 |
Cash provided by operating activitiesEarnings |
| $ | | | | | 216 $ | 460 $ | 2,068 $ | | | 2,613 |
Adjustments |
Amortization | | | | | | 140 | 147 | 441 | | | 431 |
Impairment charges | | | | | | — | — | | | 13 | — |
Finance (income) expense, net | | | 11 | | | | | | (3) | 11 | | | 7 | 44 |
Foreign exchange (gain) loss | | | | | | (9) | — | | | (21) | 2 |
Export duty | | | 16 | | | | | | (77) | 39 | (116) | | | 64 |
Retirement benefit expense | | | | | | 24 | 23 | | | 71 | 65 |
Contributions to retirement benefit plans | | | | | | (16) | (16) | | | (53) | (42) |
Tax provision | | | | | | 80 | 164 | 650 | | | 847 |
Income taxes paid | (111) | | | (277) | (955) | | | (775) |
Other | | | | | | (22) | (44) | | | (30) | (40) |
Changes in non-cash working capital |
Receivables | | | | | | 56 | 239 | | | (9) | (28) |
Inventories | | | | | | 55 | 28 | | | 18 | (21) |
Prepaid expenses | | | | | | 16 | 8 | | | (23) | (30) |
Payables and accrued liabilities | | | | | | 84 | 132 | | | (1) | 132 |
| | | | | | 433 | 914 | 2,060 | | | 3,262 |
Cash used for financing activities |
Repayment of long-term debt | | | | | | — | — | | | — | (667) |
Repayment of lease obligations | | | | | | (4) | (5) | | | (14) | (10) |
Make-whole premium paid | | | | | | — | — | | | — | (60) |
Finance expense paid | | | | | | (2) | (3) | | | (13) | (28) |
Financing fees paid | | | | | | — | (1) | | | — | (4) |
Repurchase of Common shares for cancel ation | (185) | | | (892) | (1,849) | | | (1,218) |
Issuance of Common shares | | | | | | — | — | | | — | 7 |
Dividends paid | | | | | | (27) | (24) | | | (74) | (54) |
| (218) | | | (925) | (1,950) | | | (2,034) |
Cash provided by (used for) investing activities |
Acquired cash and short-term investments from Norbord |
Acquisition1 | | | | | | — | — | | | — | 642 |
Additions to capital assets | (147) | | | (106) | (328) | | | (234) |
Other | | | | | | 5 | 1 | | | 8 | 5 |
| (142) | | | (105) | (320) | | | 413 |
Change in cash | | | | | | 73 | (116) | (210) | | | 1,641 |
Foreign exchange effect on cash | | | | | | (31) | (10) | | | (35) | 3 |
Cash - beginning of period | 1,281 | | | 2,231 | 1,568 | | | 461 |
Cash - end of period | 1,323 $ | | | 2,105 $ | 1,323 $ | | | 2,105 |
1. | The Norbord Acquisition was a non-cash share consideration transaction, and therefore, only the acquired cash is included in the above cash flow. Changes |
in Norbord’s cash position incurred subsequent to February 1, 2021 are incorporated into our cash flow statement. |
The accompanying notes are an integral part of these condensed consolidated financial statements. |
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West Fraser Timber Co. Ltd. |
Notes to Condensed Consolidated Interim Financial Statements |
(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 858 Beatty Street, Suite 501, 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 October 26, 2022. These condensed consolidated interim financial statements should be read in conjunction |
with the Company's consolidated financial statements for the year ended December 31, 2021. Certain 2021 figures have |
been reclassified to conform with the current year’s presentation. |
3. | Business acquisitions |
Norbord acquisition |
On February 1, 2021, we acquired al of the outstanding shares of Norbord Inc. (“Norbord”). According to the terms of the |
Norbord Acquisition, Norbord shareholders received 0.675 of a West Fraser share for each Norbord share held. The result |
was the issuance of 54,484,188 Common shares of West Fraser at a price of US$63.90 per share (CAD$81.94 per share) |
for $3,482 mil ion. |
Included in the Norbord Acquisition are five OSB mil s in Canada, seven OSB mil s in the U.S., one OSB mil , one MDF plant |
and two particleboard plants in the U.K., one OSB mil in Belgium, and their related corporate offices. |
We have incorporated the North American operations of Norbord into our Panels segment and renamed that segment |
North America (“NA”) Engineered Wood Products (“EWP”). This segment includes the results from North American |
operations for OSB, plywood, MDF, and LVL. In addition, we have identified a Europe EWP segment, which includes the |
results from the U.K. and Belgium operations for OSB, MDF and particleboard. The EWP segments have been separated |
due to differences in the operating region, customer base, profit margins and sales volumes. |
Angelina Forest Products acquisition |
On December 1, 2021, we acquired the Angelina Forest Products (“Angelina Acquisition” or “Angelina”) lumber mil |
located in Lufkin, Texas for cash consideration of $311 mil ion. This acquisition has been accounted for as an acquisition |
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of a business in accordance with IFRS 3, Business Combinations. We have al ocated the purchase price based on our |
estimated fair value of the assets acquired and the liabilities assumed as fol ows: |
West Fraser purchase consideration:Cash consideration |
| $ | 311 |
Fair value of net assets acquired:Cash |
| $ | 8 |
Accounts receivable | | 7 |
Inventories | | 11 |
Property, plant and equipment | | 213 |
Customer relationship intangible | | 21 |
Goodwil | | 58 |
Payables and accrued liabilities | | (7) |
| $ | 311 |
Through the process of finalizing the purchase price al ocation during the quarter ended March 31, 2022, we reclassified |
$21 mil ion from goodwil to customer relationship intangible asset. |
4. | | | 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. |
5. | | | Inventories |
| | | | September 30, December 31, |
| | | | | 2022 | 2021 |
Manufactured products | | | | $ | 472 $ | 446 |
Logs and other raw materials | | | | | 339 | 412 |
Materials and supplies | | | | | 220 | 203 |
| | | | $ | 1,031 $ | 1,061 |
Inventories at September 30, 2022 were subject to a valuation reserve of $18 mil ion (December 31, 2021 - $6 mil ion) to |
reflect net realizable value being lower than cost. |
6. | | | Operating loans and long-term debt |
Operating loans |
As at September 30, 2022, 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 $17 mil ion (£15 |
mil ion) credit facility dedicated to our European operations, and a $6 mil ion (CAD$8 mil ion) demand line of credit |
dedicated to our jointly | | | | | | | -owned newsprint operation. |
As at September 30, 2022, our revolving credit facilities were undrawn (December 31, 2021 - undrawn) and the |
associated deferred financing costs of $1 mil ion (December 31, 2021 - $1 mil ion) were recorded in other assets. Interest |
| | | | | | | | -6- |
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. |
In addition, we have credit facilities total ing $128 mil ion (December 31, 2021 - $137 mil ion) dedicated to letters of |
credit. Letters of credit in the amount of $63 mil ion (December 31, 2021 - $65 mil ion) were supported by these facilities. |
Al debt is unsecured except the $6 mil ion (CAD$8 mil ion) jointly-owned newsprint operation demand line of credit, |
which is secured by that joint operation’s current assets. |
Long-term debt |
| September 30, December 31, |
| | 2022 | 2021 |
Senior notes due October 2024; interest at 4.35% | $ | 300 $ | 300 |
Term loan due August 2024; floating interest rate | | 200 | 200 |
Notes payable | | 1 | 1 |
| | 501 | 501 |
Less: deferred financing costs | | (2) | (2) |
Less: current portion | | — | — |
| $ | 499 $ | 499 |
The fair value of the long-term debt at September 30, 2022 was $491 mil ion (December 31, 2021 - $513 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 September 30, 2022, 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 on the condensed consolidated statements of earnings and comprehensive earnings. For the three and nine |
months ended September 30, 2022, a gain of $4 mil ion and $13 mil ion (three and nine months ended September 30, |
2021 - nil and gain of $3 mil ion) was recognized in relation to the interest rate swap contracts. The fair value of the |
interest rate swap contracts at September 30, 2022 was an asset of $12 mil ion recorded in other assets (December 31, |
2021 - liability of $1 mil ion). |
7. | | | | Other liabilities |
| September 30, December 31, |
| | | | | Note | 2022 | 2021 |
Retirement liabilities | 8 $ | 15 $ | 168 |
Long-term portion of reforestation | | 38 | 59 |
Long-term portion of decommissioning | | 23 | 25 |
Export duties | | | | | 16 | 72 | 69 |
Interest rate swap contracts | 6 | — | 1 |
Other | | 41 | 38 |
| $ | 189 $ | 360 |
8. | | | | 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 |
| | | | | | -7- |
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: |
| September 30, December 31, |
| | 2022 | 2021 |
Projected benefit obligations | $ | (947) $ | (1,378) |
Fair value of plan assets | | 995 | 1,239 |
Impact of asset ceiling adjustments | | (14) | (2) |
| $ | 34 $ | (141) |
Represented by |
Retirement assets | $ | 49 $ | 27 |
Retirement liabilities | | (15) | (168) |
| $ | 34 $ | (141) |
The significant actuarial assumptions used to determine our balance sheet date retirement assets and liabilities are as |
fol ows: |
| September 30, December 31, |
| | 2022 | 2021 |
Discount rate | | 5.11% | 3.03% |
Future compensation rate increase | | 3.60% | 3.60% |
The actuarial gain (loss) on retirement benefits, included in other comprehensive earnings, is as fol ows: |
| | | | Three Months Ended | Nine Months Ended |
| | | | September 30, September 30, September 30, September 30, |
| | | | | 2022 | 2021 | 2022 | 2021 |
Actuarial (loss) gain | | | | | | | $ | (17) $ | 80 $ | 196 $ | 194 |
Tax recovery (provision) | | | | | | | | 3 | (20) | (47) | (49) |
| | | | | | | $ | (14) $ | 60 $ | 149 $ | 145 |
9. | | | | | | | | 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 |
| | | | September 30, 2022 | December 31, 2021 |
| | | | Number | | Amount | Number | | | | | | | Amount |
Common | | | | 82,831,072 $ | | 2,718 | 103,647,256 $ | | 3,402 |
Class B Common | | | | 2,281,478 | — | 2,281,478 | — |
Total Common | | | | 85,112,550 $ | | 2,718 | 105,928,734 $ | | 3,402 |
For the three and nine months ended September 30, 2022, we issued no Common shares under our share option plans |
(three months ended September 30, 2021 - 1,000 Common shares; nine months ended September 30, 2021 - 129,429 |
| | | | -8- |
Common shares) and no Common shares under our employee share purchase plan (three months ended September 30, |
2021 - no Common shares; nine months ended September 30, 2021 - 2,946 Common shares). |
Share repurchases |
Normal Course Issuer Bid |
On February 23, 2022, we renewed our normal course issuer bid (“NCIB”) al owing us to acquire up to 10,194,000 |
Common shares for cancel ation until the expiry of the bid on February 22, 2023. We have entered into an automatic |
share purchase plan with our broker, which enables us to provide standard instructions and purchase Common shares on |
the open market during self-imposed blackout periods. |
For the nine months ended September 30, 2022, we repurchased 8,917,979 Common shares at an average price of |
$83.24 per share under our NCIB programs. |
Substantial Issuer Bid |
On April 20, 2022, we commenced a substantial issuer bid (“2022 SIB”) under which the Company offered to purchase |
from shareholders for cancel ation up to $1.25 bil ion of Common shares. The 2022 SIB was made by way of a “modified |
Dutch auction” procedure with a tender price range from $80.00 to $95.00 per share. |
We took up and purchased for cancel ation a total of 11,898,205 Common shares at a price of $95.00 per share for an |
aggregate purchase price of $1.13 bil ion under the 2022 SIB. The Common shares repurchased represented |
approximately 11.7% of the total number of West Fraser’s issued and outstanding Common shares and Class B Common |
shares at the time the 2022 SIB was announced in April 2022. For the duration of the 2022 SIB, we suspended share |
repurchases under our current NCIB, but resumed repurchases after the expiration of the 2022 SIB. |
10. | Impairment Charges |
During the quarter ended March 31, 2022, management approved a plan to permanently reduce the capacity at our pulp |
mil in Hinton, Alberta. One of Hinton pulp mil ’s two production lines wil shut, and the remaining line wil produce |
Unbleached Kraft Pulp rather than Northern Bleached Softwood Kraft Pulp. As a result, we recorded impairment charges |
of $13 mil ion during the quarter ended March 31, 2022 relating to equipment that wil be decommissioned permanently |
as part of the transition to Unbleached Kraft Pulp. |
11. | Finance expense, net |
| | Three Months Ended | Nine Months Ended |
| | September 30, September 30, September 30, September 30, |
| | | | 2022 | 2021 | 2022 | | | 2021 |
Interest expense | | | | | | | $ | (7) $ | (11) $ | | | (18) $ | (42) |
Interest income on short-term investments | | | | | | | | 5 | 1 | | | 9 | 2 |
Interest income on export duty deposits | | | | | | | | 7 | 1 | | | 6 | 3 |
Finance expense on employee future benefits | | | | | | | | (2) | (2) | | | (4) | (7) |
| | | | | | | $ | 3 $ | (11) $ | | | (7) $ | (44) |
| | -9- |
12. | Other |
| | Three Months Ended | Nine Months Ended |
| | September 30, September 30, September 30, September 30, |
| | | | 2022 | 2021 | 2022 | | | 2021 |
Foreign exchange gain (loss) | | | | | | | $ | 9 $ | — $ | | | 21 $ | (2) |
Gain on interest rate swap contracts | | | | | | | | 4 | — | | | 13 | 3 |
Other | | | | | | | | (1) | 5 | | | 2 | 8 |
| | | | | | | $ | 12 $ | 5 $ | | | 36 $ | 9 |
13. | Tax 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 | Nine Months Ended |
| | September 30, September 30, September 30, September 30, |
| | | | 2022 | 2021 | 2022 | | | 2021 |
Income tax expense at statutory rate of 27% | | | | | | | $ | (80) $ | (168) $ | (734) $ | | | (934) |
Rate differentials between jurisdictions and on |
specified activities | | | | | | | | 7 | 24 | | | 85 | 109 |
Non-taxable (deductible) amounts | | | | | | | | — | (6) | | | 8 | (8) |
Other | | | | | | | | (7) | (14) | | | (9) | (14) |
Tax provision | | | | | | | $ | (80) $ | (164) $ | (650) $ | | | (847) |
14. | 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 |
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. Al adjustments to earnings are tax-effected, when |
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 |
during the period disclosed exceeds the exercise price of the share option. |
The cash-settled method was more dilutive for the three months ended September 30, 2022. The equity-settled method |
was more dilutive for the nine months ended September 30, 2022 and an adjustment was required for both the |
numerator and denominator. The cash-settled method was more dilutive for the three and nine months ended |
September 30, 2021. |
| | -10- |
16. | Countervailing (“CVD”) and antidumping (“ADD”) duty dispute |
Additional details can be found in note 25 - Countervailing (“CVD”) and antidumping (“ADD”) duty dispute of our |
consolidated annual financial statements for the year ended December 31, 2021. |
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 based on the USDOC’s |
Administrative Review (“AR”) for each Period of Investigation (“POI”), as summarized in the tables below. |
On August 4, 2022, the USDOC finalized the duty rate for AR3, resulting in the recording of an export duty recovery of $81 |
mil ion and interest income in earnings and an increase in export duty deposits receivable. |
On March 9, 2022, the USDOC initiated AR4 POI covering the 2021 calendar year. West Fraser was selected as a |
mandatory respondent, which wil result in West Fraser continuing to be subject to a company-specific rate. |
The respective Cash Deposit Rates, the AR POI Final Rate, and the West Fraser Estimated ADD Rate for each period are as |
fol ows: |
| | Cash Deposit | AR POI Final |
Effective dates for CVD | | Rate | Rate |
AR1 POI |
April 28, 2017 - August 24, 2017 | | | | 24.12% | 6.76% |
August 25, 2017 - December 27, 2017 | | | | —% | —% |
December 28, 2017 - December 31, 2017 | | | | 17.99% | 6.76% |
January 1, 2018 - December 31, 2018 | | | | 17.99% | 7.57% |
AR2 POI |
January 1, 2019 - December 31, 2019 | | | | 17.99% | 5.08% |
AR3 POI1 |
January 1, 2020 - November 30, 2020 | | | | 17.99% | 3.62% |
December 1, 2020 - December 31, 2020 | | | | 7.57% | 3.62% |
AR4 POI2 |
January 1, 2021 - December 1, 2021 | | | | 7.57% | n/a |
December 2, 2021 - December 31, 2021 | | | | 5.06% | n/a |
AR5 POI3 |
January 1, 2022 – January 9, 2022 | | | | 5.06% | n/a |
January 10, 2022 – August 8, 2022 | | | | 5.08% | n/a |
August 9, 2022 - September 30, 20224 | | | | 3.62% | n/a |
1. | On January 31, 2022, the USDOC issued a preliminary CVD rate and, on August 4, 2022, a final CVD rate for the AR3 POI. This table only reflects the |
final rate. |
2. | The CVD rate for the AR4 POI wil be adjusted when AR4 is complete and the USDOC finalizes the rate, which is not expected until 2023. |
3. | 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. |
4. | On August 4, 2022, the USDOC revised our CVD Cash Deposit Rate effective August 9, 2022. |
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| | | West Fraser |
| Cash Deposit | AR POI Final | Estimated |
Effective dates for ADD | Rate | Rate | Rate |
AR1 POI |
June 30, 2017 - December 3, 2017 | | | | 6.76% | 1.40% | 1.46% |
December 4, 2017 - December 31, 2017 | | | | 5.57% | 1.40% | 1.46% |
January 1, 2018 - December 31, 2018 | | | | 5.57% | 1.40% | 1.46% |
AR2 POI |
January 1, 2019 - December 31, 2019 | | | | 5.57% | 6.06% | 4.65% |
AR3 POI1 |
January 1, 2020 - November 29, 2020 | | | | 5.57% | 4.63% | 3.40% |
November 30, 2020 - December 31, 2020 | | | | 1.40% | 4.63% | 3.40% |
AR4 POI2 |
January 1, 2021 - December 1, 2021 | | | | 1.40% | n/a | 6.80% |
December 2, 2021 - December 31, 2021 | | | | 6.06% | n/a | 6.80% |
AR5 POI3 |
January 1, 2022 - August 8, 2022 | | | | 6.06% | n/a | 2.23% |
August 9, 2022 - September 30, 20224 | | | | 4.63% | n/a | 2.23% |
1. | On January 31, 2022, the USDOC issued a preliminary ADD rate and, on August 4, 2022, a final ADD rate for the AR3 POI. This table only reflects the |
final rate. |
2. | The ADD rate for the AR4 POI wil be adjusted when AR4 is complete and the USDOC finalizes the rate, which is not expected until 2023. |
3. | 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. |
4. | On August 4, 2022, the USDOC revised our ADD Cash Deposit Rate effective August 9, 2022. |
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 | Nine Months Ended |
| | | | | | | September 30, September 30, September 30, September 30, |
| | | | | | | | 2022 | 2021 | 2022 | 2021 |
Cash deposits1 | | | | | | | | | $ | (23) $ | (27) $ | (105) $ | (112) |
Adjust to West Fraser Estimated ADD rate2 | | | | | | | | | | (5) | (39) | 34 | | | | | | | (64) |
Effective duty expense for period | | | | | | | | | | (28) | (66) | (71) | | | (176) |
Duty recovery attributable to AR33 | | | | | | | | | | 81 | — | 81 | | | | | | | — |
Export duties, net | | | | | | | | | | 53 | (66) | 10 | | | (176) |
Net Interest income (expense) on duty deposits |
attributable to West Fraser Estimated rate | | | | | | | | | | (1) | — | (3) | | | | | | | | 1 |
adjustments |
Interest income on the AR1, AR2, and AR3 duty |
| | | | | | | | 8 | 1 | 9 | | | | | | | 2 |
deposits receivable |
Interest income on duty deposits | | | | | | | | 7 | 1 | 6 | | | | | | | 3 |
1. | Represents combined CVD and ADD cash deposit rate of 8.97% from January 1, 2021 to December 1, 2021, 11.12% from December 2, 2021 to |
January 9, 2022, 11.14% from January 10, 2022 to August 8, 2022, and 8.25% from August 9, 2022 to September 30, 2022. |
2. | Represents adjustment to West Fraser Estimated ADD rate of 2.23% for Q3-22, 0.80% for Q2-22, and 7.20% for Q3-21. |
3. | $81 mil ion represents the duty recoverable attributable to the finalization of the AR3 duty rates for the 2020 POI. |
Notwithstanding the deposit rates assigned under the investigations, our final liability for CVD and ADD wil not be |
determined until each annual administrative review process is complete and related appeal processes are concluded. As |
of September 30, 2022, export duties paid and payable on deposit with the USDOC were $772 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. |
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Export duty deposits receivable is represented by: |
| Nine Months Ended |
| | September 30, |
| | | 2022 |
Beginning of period | $ | | 242 |
Export duties recognized as duty deposits receivable | | | 114 |
Interest recognized on duty deposits receivable | | | 11 |
End of period | $ | | 367 |
For AR4, we have recorded a duty payable related to ADD for the difference between the Cash Deposit Rate and our West |
Fraser Estimated Rate of 6.80%. |
Export duties payable is represented by: |
| Nine Months Ended |
| | September 30, |
| | | 2022 |
Beginning of period | $ | | 69 |
Export duties payable related to AR4 | | | (2) |
Interest recognized on the export duties payable | | | 5 |
End of period | $ | | 72 |
17. | | | | Contingencies |
The Company is subject to various investigations, claims and legal and tax proceedings covering matters that arise in the |
ordinary course of business activities. Each of these matters is subject to various uncertainties and it is possible that some |
of these matters may be resolved unfavourably to the Company. Certain conditions may exist as of the date the financial |
statements are issued, which may result in a loss to the Company. In the opinion of management none of these matters |
are expected to have a material effect on the results of operations or financial conditions of the Company. |
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