Good morning, and welcome to Mercer International's Second Quarter 2022 Earnings Conference Call. On the call today is Juan Carlos, President and Chief Executive Officer of Mercer International; and David Ure, Senior Vice President, Finance, Chief Financial Officer and Secretary. I will now hand the call over to David Ure.

Good morning, everyone. Thanks for joining us today to discuss what has been an eventful few months for us. I will begin by touching on the financial and operating highlights of the second quarter before returning the call to Juan Carlos to provide further color on the markets, a strategy update and of course, our recently announced acquisition. Juan Carlos was appointed President and CEO effective May 1st, and I'm delighted to introduce him to you on his first analyst conference call with Mercer. As many of you know, Juan Carlos is a globally recognized leader in the wood products and biomaterials space and brings to our company leadership qualities and expertise that will help us drive our growth in the years to come. We are excited for his appointment. Also, for those of you that have joined today's call by telephone, there is a presentation material that we've attached to the investor section of our website. But before turning to our results, I'd like to remind you that in this morning's conference call, we will make forward-looking statements. And according to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, I'd like to call your attention to the risks related to these statements which are more fully described in our press release and in the company's filings with the Securities and Exchange Commission. This quarter, we achieved EBITDA of approximately $145 million compared to Q1 EBITDA of roughly $155 million. This solid result was principally a consequence of strong demand for all our products, leading to sequentially higher pulp and lumber prices, along with the positive impact of a stronger U.S. dollar being offset by the costs and lost volume associated with our planned major maintenance downtime. In Europe, the natural gas shortages that are…

Thanks Dave. Our strong Q2 operating results were driven by increased pulp and lumber pricing, continued strong energy pricing and a rising U.S. dollar. We completed a very ambitious maintenance program at Celgar and Peace River. And as Dave mentioned, while we have experienced considerable inflation in natural gas, chemicals and fiber in recent months, we continue to achieve record levels of electricity revenues that are helping to offset cost inflation. We have had a tough start to Q3 with the recent woodyard fire at Stendal, but we are today on the way to recovery, and I'll speak more to this in a moment. But before I speak about the fire and our HIT acquisition, I'll make a few comments about current market conditions and our capital expenditure program. In terms of pulp markets, global pulp supply demand fundamentals remained tight through Q2. And as a result, relative to Q1, average pulp prices were up in all markets. Chinese demand continues to be negatively impacted by pandemic conditions, but we're beginning to see improvements as lockdowns are becoming less frequent and shipping channels slowly begin to recover. In other markets, demand has been steady and logistic bottlenecks and supply disruptions in certain regions continue to create extremely tight conditions. In addition, we're in the middle of the traditional major maintenance season, and unplanned downtime, including our Stendal mill fire continued to put upward pricing pressure on all markets. For lumber markets pricing has been mixed but on average, they were higher in the quarter when compared to Q1. While housing starts have begun to diminish homebuilder sentiment remains positive, and we believe the midterm backdrop for U.S. lumber pricing conditions remains positive, with relatively low housing inventory, strong housing expectations, supported by recent statistics, and constructive home owner demographics. Today,…

Thank you. [Operator Instructions] And we'll take our first question.

In regards to Torgau acquisition, do you guys have any idea on how much capital spend is planned for any upgrades to the sawmill after you close the deal?

In terms of capital expenditure at Torgau, we're working based on the plan that they had already put in place. So we're following their CapEx plan as is. And obviously, we'll be looking at expanding all the potential synergies that we see already -- that we have already identified as part of this acquisition. So we will continue on the plan that they have set up for ourselves. And obviously we will keep on looking for opportunities to even go beyond that as we develop that mill further.

And just a quick follow-up. In Europe, how do you think the natural gas shortages are going to impact industry wide production over H2 for your paper customers and then also for Mercer as well? And I'll leave it there.

Naturally, this -- one of the biggest concerns that everybody has right now are precisely those gas shortages in Europe, and what we may see in the coming weeks and months with this conflict with Russia and how that will develop. From our own perspective, we're very well equipped to deal with such shortages, only one of our equipments is consuming natural gas but we've made the adjustment necessary for those equipments or that equipment to be able to take other types of fuel in the event of a shortage. However, we are realized that for customers in the paper business as well as even some chemical suppliers may have considerable issues when it comes to gas shortages. So we're obviously in the lookout for those. While we remain cautious about the environment, we realize that this is obviously an important risk that we all face in the industry going forward.

And we'll take our next question. Please go ahead.

Kasia, is that you?

Hello? Sorry I wasn’t sure I was in the queue, I didn’t hear a name. Couple of questions for me. First, just back to hit, what's the production plan there? Basically around next -- how much percentage of the production do you envision going forward being actual pallets versus the commodity lumber? And do you guys expect to get basically up to the 410 million board feet?

Well, obviously, we want to make sure that we optimize the production capabilities that HIT offers. That has been our intent as we were looking into this project. They run a very significant pallet operation, as we mentioned before, with 17 million capacity. But one of the things that we want to make sure is that we optimize the log usage in that facility. So that is precisely some of the synergies that we are wanting to explore, how much more lumber we can extract out of it at a higher premium versus the pallet business. So that will be part of the work that we will be conducting as we initiate operations there.

So just reading between the lines there, it's conceivable that the majority of the production will be focused on lumber and versus pallets at some point?

It's too early to say that they would be -- it would be switched to more lumber than pallet. Again, since pallet is such a significant component of HIT, that would not necessarily be a quick transition to make. But again, the thing is how do we optimize value from that facility? And we'll get to that point as we take ownership of the facility.

So perhaps this next question is a bit [new], but I’ll ask anyway. Do you have any sense of how much of the production you expect will eventually be shipped to Friesau for cleaning and drying?

Yeah, it'll really depend on how much we -- as Juan Carlos was saying, how much of that volume we shift into dimension lumber or market lumber and away from pallet, but I would say, a considerable volume, if we do switch, considerable volume will go to Friesau. Because at Friesau you remember, we've got the tremendous sorting capacity there, we've got brand new planer, we've got the grading capability, the automated grading and the grade stamp. So I think it's reasonable to expect that a pretty large portion of that lumber would end up going through Friesau.

Plus we also have unused planer capability at Friesau. That obviously will give us the opportunity to transfer that to HIT, so that we can do cleaning in HIT as well. So that's part of the synergies that we see, given where we are with Friesau.

So just switching gears now maybe, you mentioned I believe -- I don't know if I missed it. But 27 million for the CapEx for Spokane to expand capacity there. Maybe just confirmed that that's the right number that I heard? And then timeline for how that will be spent, or when will that be spent? And then potentially increased funding down the line going into Phase 1, so I think you mentioned there was Phase 2?

Yes, you're correct. That is the amount that was approved. Recently, and it's already being spent, it's equipment that is already being ordered. And that's as I mentioned, when I was talking about it, if that's the first phase of a project that would allow us to expand our CLT capacity, expand our glulam capacity, and give us more capacity also in terms of finger jointing. So it will allow us to actually make a broader and stronger portfolio out of the Spokane facility. In terms of timing of that, obviously, we're looking at equipment being manufactured and delivered to us for this first phase, equipment that will be ready next year. And obviously, we'll get into the second phase, as we've -- probably before the year closes so that we can get this full array of benefits in the coming years.

And then just on Stendal is the intent to run that around 80% in the near term. And then what's the timeline for getting that back to full capacity? Are we talking months or is it next year. And then if you have any sense of when you expect the business interruption insurance proceeds, and capital proceeds as well? That would be helpful.

In Stendal, we've obviously as we mentioned before, we've -- the team have done an excellent job in getting that mill up and running again. It's important to reiterate that the damages were limited only to the woodyard, there was no effect at all at the mill facility as such. In that regard, we've done the changes and the necessary temporary solutions to make sure that we can fit chips to the mill. When we're running the mill right now, between 50% capacity, we've looked into ramping it up to 60 later this month, and ultimately going to 80% and getting as close as possible to full capacity. So it's a slow process. It's not something that happens overnight, but the team is committed and we're doing things in a proper way. So we expect by the end of this quarter that we will be at least around 80% capacity running on the mill.

Dave, do you have any sense of when that business interruption insurance proceeds might come in?

It's probably several months away, Kasia, so you might imagine we'll want to be -- to the extent that we don't get to 100%, even if we only get to 95%, there'll be a business interruption claim there. So it'll take us several months as Juan Carlos was saying, to correct -- to reconstruct the automated reclaim. So we'll wait until after that's complete before we do the full final insurance claim. So I think we're talking several months.

[Operator Instructions] We'll take our next question from Roger Spitz with Bank of America.

Just a couple of several questions on HIT. First, is pallet a particularly seasonal business or at least a sale of them in Europe? Or perhaps you can comment, the Q1 '22 EBITDA of 22 million is clearly well above the 2021 EUR68 million on a run rate basis?

Yep, HIT has done a very good job over the past few years to improve their operations. Obviously, they've enjoyed also very favorable market conditions, like most of us in the lumber industry have faced. In terms of their pallet business, they remain the largest European pallet producer. So they're still in high demand with the crisis in Russia and Ukraine, which is – are also sources of pallet manufacturing, obviously, that constrains supply from that angle. So there's still some tailwinds if I can put it that way as we look into the pallet business itself, and the demand for them going forward. So in general terms, I would say that the prospects for the pallet business are positive in the short and medium term.

Do you have a sense of, in Europe, what the split is between wood pallets and plastic pallets? And if there has been a trend of a shift from one of the substrates to the other substrates? I don't know if they use plastic pallets over there like they do over here, but I presume they do.

We know most of it is the EPAL pallets that that we're working at, that's the majority of the European market much more than plastic ones.

Okay, so that's not really a risk factor there. So you're going to finance this EUR100 million out of the expanded facility over there, bank facility over there, would the other say $180 million or plus come from cash or do you have any other thoughts on how you might want to finance that? Either short-term immediately at closing or term some of that out?

No, yeah, that you've got that exactly right, Roger. That's our intent is, see, the balance would be cash.

And then lastly, I'm sure you use green look at the fire but you do buy natural gas, mainly for your lime operations. How much nat gas are you purchasing in Germany and do you hedge that or -- and if you do, how are your hedges working over there?

Yeah, we haven't typically disclosed how much gas we're purchasing. But I can tell you that we are -- we do buy forward to the extent that we can. So we're well into a year and a half out for a large portion of the gas that we purchase in Europe. So while we're not getting the spot prices that you see out in the market today, we are because we're not fully bought out, we are seeing a fair bit of inflation on gas. But it's not nearly, just to give you a sense, it's not nearly the same as the electricity benefits that we're gaining on the top line, the revenue, the gas is a pretty small component of our total energy profile.

And we'll take our next question from Andrew Kuske with Credit Suisse.

Juan Carlos, since you've been onboard, it's been obviously pretty busy for you. But maybe you could give us a public view on how you think of the future business next for Mercer and just the company positioning?

It's been almost three months, with a lot of things happening at Mercer. A lot of moving parts, but all in all, very much in the right direction when we look into our future growth prospects, when we see the situation as our lumber business, growing the HIT acquisition that sets up in a very different trajectory to growth. So we see a very bright future in that regard. The investment that we just announced also in Spokane, that allows us to increase tremendously or potential out of the CLT facility in the U.S. for a very high growth market. Those are all very significant prospects for our business. And in the meantime, we continue to obviously invest in our pulping facilities and make sure that we can extract more value from them. But beyond that, I think the other important component of this whole thing is how we start investing stronger in our future in innovation. This initial investment in the pilot facility for lignin in Rosenthal is one of the important steps to that direction. And that is something where we will see ourselves spending more and more time as we start to envision what are the potential market opportunities that we will have in that space, and the investments that should be then happening to make sure that we have the right capacity to take advantage of such market possibilities. And also even beyond lignin, we were going to look at -- from a word chemistry perspective, everything that we will be able to extract from our natural resources to make sure that we can come up with high value added products that will have a positive impact from my environmental point of view. So those are kind of the big drivers for the business. While we continue to put a very strong emphasis on all the sustainability aspects that we are working so hard on as were highlighted in the sustainability report. So I guess in a nutshell, that's what we're working on, and that's where the focus is.

And I guess maybe just reinforcing that if you think about just the diversity of operations that have been built up and continue to build, do you feel that you've got a greater diversity of cash flows and maybe more stability of cash flows, but still leaving that upside potential on some of the more cyclical businesses?

Yeah, and obviously, one of the benefits of expanding this lumber business is a little bit of the counter cyclicality that we see with pulp prices. So we manage to ease a little bit of the peaks, the low and high peaks that the pulp business is so accustomed to. I think that that makes that curve a lot more soft on the edges, and allows us to have a much more steady level of profitability as we move forward. I think that's an important part of the equation, make sure that we reduce that volume with no volatility, or that we know that the purpose is subject to. So that's a big part of it. And obviously, keeping an eye on the future because when we look at these other markets that we will be exploring with lignin and so forth, those are obviously driven by very different elements depending on the end uses that will be identified for them. So it's all about that diversification and making sure that we can run better the different ways that we see in the micro economic aspect.

Appreciate that if I could sneak one more in and it's really for David on fiber costs, and just how you think about where you are now in Germany, and just the outlook. And I asked the question, kind of in part, because if we think of the energy balance that exists in Europe right now, and if we look back in the past, there was a point in time when the pellet market took off and there was some pressure on fiber pricing. If you could just give us maybe a view on where you are now and the outlook that you have?

Yeah, I know you're right on, Andrew. You might remember back in 2013, we had a similar, not a war in Ukraine, obviously, but similar escalation in energy costs. And that impacted the pellet cost, the heating pellet costs, and heating pellets are a competitor to our pulpwood costs. So yeah, as you'd expect, we've over the last two quarters, we've seen considerable inflation on our pulpwood costs. Not so much on the sawlogs but on the pulpwood costs. At the moment, we're seeing modest -- some further modest inflation in Q3, but it's -- we don't believe it'll be to the same rate that we experienced in Q1 and Q2, which is really when the gas price went up so quickly.

And then if I can just sneak this one in? I know I'm sneaking in more questions, but I guess you have Friesau this time and your operational setup is just different than it was back in say 13?

Absolutely. And I think like I was saying, the sawlog cost is has been -- it went up considerably last year in 2021, but in the recent couple of quarters, the increases have been modest. And of course, you pointed out that gives us quite a big advantage. We're producing a lot of woodchips, a lot of residual wood chips out of that sawmill which are going just down the road to Rosenthal. So we're much less exposed to the pulpwood -- the pulpwood costs that we would have been say, five years ago. That's exactly right. Yeah, and I'll just add Andrew. This is one of the compelling synergies of the HIT acquisition as well. So you can imagine, this is a sawmill that today we're not getting any of those residuals from that mill, but in the future we'll start directing those woodchips -- in particular those wood chips, it's about 100 miles down the road, we'll start directing those wood chips to the Rosenthal pulp mill. So this is building on a synergy that we started with the Friesau mill and we plan on continuing with the Torgau mill.

And to add to it, -- and it gives us also the possibility to the other way around, sawdust from our operation in the different mills then sent back to HIT as they obviously have a big pellet and briquette business going on. So we have full use of every single aspect of. That's the whole point of optimizing the operations when we look at our four units in Germany being so close.

We'll take our next question from Jeff Gates with Gates Capital Management.

I'm wondering, are there any other new businesses beyond what you mentioned that would get into any more specialty products than the commodity products that you're in? And then secondly, once upon a time this company paid a much higher dividend as a percent of its equity cap. And I'm wondering if you would consider any changes in dividend policy going forward?

So Jeff, let me address the first part of your question, I'll leave the second one for Dave. We're obviously continuing to look for opportunities to diversify our business and to make sure that we can capture higher value for products that come out of forestry assets. So that's a permanent way of operating for us. Obviously, our focus right now is on making sure that we extract the highest value -- book value possible, of the recent acquisitions, and Spokane, CLT and now HIT obviously will be a driving force for us. And we have differentiated products there that where we believe that we can extract a significant amount of value. That's why we've decided to make that investment in Spokane, and in this phase I that I talked about and soon to have a phase II to complement it. Because it's all about having higher value products, specialty products that can position us very, very well in that spectrum, so we will continue. But in the meantime, we will always continue to look for other opportunities that may arise and time them properly. It's obviously important that we -- that we do this in order so that we can capture the synergies, we can capture the value, we can concentrate our resources. And then when the time is right, move on to the next possibility, keep on growing our business in a solid way.

And maybe just a couple of comments about the dividend. You're right, we've had -- in the past we've had a considerably higher dividend and you'll remember that we dropped it down modestly when -- the beginning of the pandemic. And I can tell you that the board -- this is a topic at our quarterly board meetings. It's a heavy topic that is discussed and debated within our board. And the general discussion is it's always a balance between the CapEx program that we have underway, M&A opportunities that we may have in the funnel and of course, some return to shareholders. And at the moment the board is viewing the acquisition -- the M&A acquisition and the high return CapEx, particularly at Spokane at the moment and finishing off the other projects that we have at Peace River and Celgar. The board is viewing those as better returns for shareholders at the moment. But I think the board got to be careful not to get a whole -- ahead of our board here, but they have an interest in watching the dividend and they have an interest in increasing the dividend over time. But at the moment, they want us to focus on the acquisition and finishing off this high return CapEx.

And then my last question is, I think pro forma, you'll be around 900 of net debt and your equity is 1.1 billion And I'm just kind of wondering, you know, I know you have leverage ratios, et cetera, but there's also considerations by investors when they look at your cost of capital, how much is debt and how much is equity and you’re cyclical? So have you guys given any thought over time to considering a somewhat lower leverage in terms of net debt versus your equity cap, that might give you a more optimal cost of capital, and a better equity cost of capital?

Yeah, that's something we consider and I think if you went back historically, and you don't have to go back too far to see that we were -- we used to carry much more leverage when compared to the EBITDA generation of the company. I think you'll see going forward that we'll be targeting lower levels. So the moment where below two on a net debt basis, and we think once we get the Torgau operation under our wings, that'll be reduced further. So I think you could see us targeting, we'll start talking about targets that are lower than we've had in the past. So I think, we understand what you're saying and don't disagree with it. We'd like to have, there's times that we would take that leverage a little bit higher if we came across a really great acquisition or great opportunity. But mid-cycle long-term, you have the goal to push the leverage a little bit lower.

We'll take our next question from Paul Quinn with RBC Capital Markets.

Just a question for one Juan Carlos. You've been at Mercer here for a little bit. Maybe you could just take a high level overview of what you've seen in on the top side as well as what products would you like? What do you think needs to be rethought or maybe some issues around?

Absolutely. Well, it's been a great few months, getting to know our operations. I've been around all our facilities, in Germany, in Canada in the U.S. And one thing that strikes me from the get go is that we have very good facilities overall. Our mills are well positioned. They're highly competitive. The teams in place or have are working on the right projects to make sure that we extract more and more value from them. We have a pipeline of projects that have been identified by the local teams that will allow us to extract much more value from all of these facilities. Absolutely. So it's a very good platform to grow from a very solid platform in Germany, very well positioned and taking advantage of the synergies, that having pulp mills close to sawmills gave us. This is obviously something that strikes firsthand as something that gives you a tremendous competitive advantage and something that obviously, was the reason behind the HIT acquisition, as we saw that as something that was really, really strategically important. And also, even more considering fiber supply shortages and future years, that we need to make sure that we're properly prepared for those. And this gives us that strength of dealing with any fiber shortages that might come in the out years. So that's also very looking forward into making sure that we have a sustainable business, a sustainable fiber supply. Because that's very well organized in the way the company has been set up. In Canada, I think we have two assets that have a tremendous potential for growth. There's a lot of work in progress, you see the two wood room CapEx projects that are being run right now are strategic for us, not only from a profitability perspective but also…

And then maybe just talking about that -- your pilot facility on lignin, I cover a few names that have gone down the biomass products route in the past 5 or 10 years and never really seen any kind of metrics coming out of those investments that are over the cost of capital. What do you think now is different? Are we at a point in reflection where some of these products are actually going to be very commercial and there's upside or is it more of a diversification strategy for Mercer?

Well, breaking ground on some of those innovations is obviously a lengthy process. And while everybody expects to see returns very, very quickly, when it comes to innovation, those things take time. So the companies that have invested in lignin or other -- my products are obviously have been working on it for several years. And I think those results will soon be much more visible, as those markets are fully developed. These are new products that ended up substituting fossil based products. So it's not only the fact that you have to manage to produce a high quality product, but also the fact that you need to substitute an incumbent in those spaces. So that obviously takes time to develop. And once that ground is broken, I think we'll see a significant increase of volumes, and this business will in fact grow to a much higher degree than what it is right now. I agree with you that right now, it's not seen clearly and a lot of talk but very little numbers to show by -- in any significant way by any of the companies that have been playing in this before. But I think that's part of a absolute normal process, when it comes to these kinds of innovations. You need to break ground and once those markets are settled and once those products are well known and accepted, then the market opportunities just opens up.

Okay. And just finally, who do you consider a best-in-class company around biomass products?

Can you repeat that again? Sorry, I didn't get the question.

Who do you consider as best-in-class in terms of the biomass company besides Mercer?

You mean bio materials, Paul?

Sure.

Well, there's I mean, I wouldn't know how to answer that question. I think there's different types of approaches by different companies, and I wouldn't single out any one in particular. I think there's different -- some are trying the lignin route, some are trying other specialty fibers out, other types of cellulose products. So I wouldn't be able to single out one in particular, to be honest with you. I think everybody's trying a different route, and some are also joining the lignin one, but we'll see how that develops over time.

It appears there are no additional questions at this time. I'd like to turn the conference back to Juan Carlos Bueno for any additional or closing remarks.

Okay, thank you, Operator, and then thanks to all of us for joining our call. Dave and I are available to talk more at any time, so please don't hesitate to call at one of us. Otherwise, we look forward to speaking to you again our next earnings call in October. Bye for now.

This concludes today's call. Thank you for your participation. You may now disconnect.