RBC Capital Markets Global Industrials Conference September 11, 2012
Forward Looking Statements The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Certain information included in this presentation contains statements that are forward-looking, such as statements relating to results of operations and financial conditions and business development activities, as well as capital spending and financing sources. Such forwardlooking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by or on behalf of Mercer. For more information regarding these risks and uncertainties, review Mercer s filings with the United States Securities and Exchange Commission. Unless required by law, we do not assume any obligation to update forward-looking statements based on unanticipated events or changed expectations. 2
Overview of the Company 3
Company Overview Three world-class, large, modern mills that produce 1.51 million tonnes of high-quality northern bleached softwood kraft ( NBSK ) pulp, a premium grade of pulp Strategically located mills in British Columbia and Germany Excellent fiber baskets, with ready access to key global markets Significant and growing revenue from sale of excess renewable, carbon-neutral electricity Mercer has grown through organic expansion, greenfield development and acquisition, and its financial structure offers very high leverage to the pulp cycle Company employs approximately 1,500 people and generated over 889 million (US$1.24 billion * ) in fiscal 2011 U.S. domiciled corporation listed on both the NASDAQ (MERC) and the TSX (MRI.U) Management believes the long term supply/demand outlook for NBSK is strong * At the 2011 average EUR/USD fx rate 1.3919 4
Company Overview as at June 30/2012 Equity Structure (3 month averages) WACSO*: 55.6 million shares Diluted shares outstanding : 55.9 million Average daily trading volume: 142,000 shares / day ** Debt Structure The Celgar and Rosenthal mills the Restricted Group - are reported separately from Stendal the Unrestricted Group in accordance with the terms of the indenture governing the Senior Notes due 2017 (Stendal debt is non-recourse to Mercer) Restricted Group: 224.5 ($284.4)*** million senior unsecured notes due Dec. 2017; 2.2 million Rosenthal equipment loan Note: To date, Mercer repurchased $15.6 million in outstanding 2017 Notes Unrestricted Group: 467.9 million loan facility due September 2017 * WACSO = Weighted Average Common Shares Outstanding ** Source: FactSet, average daily volume traded during Q2 2012 *** EUR/USD=1.2668 5
Significant Production Capacity with Access to Key Global Markets Mercer conducts operations through three subsidiaries; two in Germany and one in British Columbia, Canada Mercer operates the only two NBSK market pulp mills in Germany - Europe s largest market for NBSK pulp - and one of the largest, most modern pulp mills in North America Restricted Group 100% 100% 74.9% Rosenthal (Germany) Celgar (British Columbia) Stendal (1) (Germany) 345,000 ADMT 57 MW Capacity 520,000 ADMT 100 MW Capacity 645,000 ADMT 102 MW Capacity (1) Pursuant to the terms of its 2017 Senior Notes, Mercer reports the Stendal mill separately from Rosenthal, Celgar and Mercer International Inc., (together the Restricted Group ) as the debt at Stendal is non-recourse to Mercer s other operations 6
Modern and Competitive Assets Mercer s operations are some of the largest and most modern in the world Relative age and production capacity provide a competitive advantage Low production costs Low maintenance capital requirements High runability / efficiency Strong record of environmental performance All facilities are net energy producers Weighted Average Technical Age: 21.3 years Weighted Average Capacity: 342,000 t/a Source: Pöyry, August 2012 7
Strategic Locations Mercer s strategic locations in Germany and Western Canada position the company well to serve customers in Europe, North America and Asia In particular, China the world s biggest pulp importer and fastest growing pulp import market - and Germany the largest European pulp import market Stendal (Germany) 645,000 ADMT Celgar (B.C., Canada) 520,000 ADMT Europe Rosenthal (Germany) Middle East China Japan United States 345,000 ADMT Thailand Indonesia 8
Growing Electricity Revenues Mercer has been a leader among paper and forest products companies in embracing the carbon economy and in harnessing significant value from its surplus power generation Mercer recognized the opportunity to secure a new revenue stream from its operations, as the market place turned to biomass for its carbon neutral power At the end of September 2010, Celgar s new 48 MW turbine achieved commercial operating status, bringing Mercer s total installed generating capacity to 259 MW Electricity (000s MWh) Energy Revenue (millions) 1,500 1,200 900 600 300-70 60 50 40 30 20 10 0 Electricity Generation 2007 2008 2009 2010 2011 Electricity Production Electricity Exports Green Energy Revenue 58 43 44 31 23 2007 2008 2009 2010 2011 The sale of green electricity is a significant and growing part of Mercer s operations 9
L-T NBSK Supply/Demand Fundamentals are Positive Management believes that long-term global demand for NBSK remains strong, as global production of tissue and specialty papers grows, emerging markets develop, and standards of living improve Chinese production of fine paper and pulp-based tissue are currently forecast to continue growing over the next several years NBSK s strength attributes are needed given the trend by tissue and paper producers towards faster production rates, increased recycled content, and lower basis weights Global supply of softwood pulp is expected to remain relatively flat New mills are overwhelmingly hardwood pulp and management believes any increases in softwood supply should be more than offset by capacity closures Mercer benefits from favorable green energy rates and related government incentives Climate change is making the cost curve of pulp and paper steeper, significantly disadvantaging inefficient and environmentally unsound operations and benefitting world class operations, such as Mercer s Management believes that, given the underperforming global economy, the generally flat supply, overall growing demand and positive exposure to the effects of climate change create an attractive operating environment for Mercer 10
NBSK Pricing and Global Supply Environment Source: RISI, PPPC Despite recent low pulp prices, management is confident Mercer will remain profitable during the current slow down and is well positioned to benefit from the eventual market rebound 11
The Price Gap Between Hardwood and Softwood Pulp is Narrowing Management believes the narrowing price gap between hardwood and softwood, particularly in China where NBSK and BEK are currently similarly priced, is creating opportunities for producers to substitute more softwood pulp into their products Source: RISI 12
Overview of Operations 13
Improving Financial Performance Operating EBITDA margins have improved from Q4-2011 despite weak pulp pricing due to strong mill performance and steady energy and chemical revenues EBITDA ( mm) 250 200 150 100 50-23% 148 Consolidated Annual Operating EBITDA & Margin 17% 126 10% 69 7% 41 25% 224 19% 167 2006 2007 2008 2009 2010 2011 25% 20% 15% 10% 5% 0% Margin (%) EBITDA ( mm) 70 60 50 40 30 20 10 - - 10 1% 2% 32 24-4% 1 4 13-8 Consolidated Quarterly Operating EBITDA & Margin 8% 14% 18% 26%28% 26% 24% 22% 21% 62 65 65 51 50 49 7% 17 16% 14% 31 33 30% 25% 20% 15% 10% 5% 0% -5% -10% Margin (%) We believe that we are approaching the bottom of the pulp pricing cycle and we currently expect pricing to improve following the typically slower summer season 14
Fiber Costs are Stable The continued absence of a recovery in the US housing market and other factors have left lumber production at low levels and have decreased the overall forest harvesting activity in all regions where we operate Strong production from Celgar s woodroom is helping keep Celgar s fiber costs stable at satisfactory levels, and should allow the mill to exert further downward pressure on chip prices Fiber costs in Germany have stabilized and are currently expected to remain at lower levels going into the fall season 15
Mercer s Regional Sales Closely Matches Demand Mercer has a well-diversified and stable sales mix Sizeable player in European markets, in particular Germany Europe s largest NBSK market Significant exposure to China the world s largest importer of pulp and the fastest growing pulp market Growing exposure to tissue / hygiene end uses, which have a higher growth rate for NBSK than printing and writing papers Mercer 2011 Sales by Region Other, 21.5% N. America, 8.5% 2011 Global BSKP Demand by Region * N. America, 18.2% Japan, 3.8% W. Europe, 37.6% Japan, 4.8% Other, 15.9% W. Europe, 29.8% China, 28.6% China, 26.0% Latin America, 0.0% Latin America, 5.3% *Hawkins Wright Pulp Demand Outlook, July 2012 16
Financial Review 17
Corporate Structure and Long Term Debt Restricted Group 100% 100% 74.9% Rosenthal (Germany) Celgar (British Columbia) Stendal (Germany) As at June 30, 2012 224.5 (US$284.4)* million senior unsecured notes due December 2017 Note: To date, Mercer repurchased $15.6 million in outstanding 2017 Notes 2.2 million Rosenthal equipment loan 467.9 million non-recourse term loan due September 2017 Principal amount of the loan is 80% guaranteed by the German government Interest rate of 5.28% until maturity The debt at Stendal is non-recourse to Mercer and its other operations * EUR/USD=1.2668 18
Selected Historical Financial Data Consolidated ( 000s unless otherwise indicated) 2008 2009 2010 Q1 Q2 Q3 Q4 2011 Q1 Q2 YTD Pulp Revenue 689,320 577,298 856,311 210,458 217,274 190,426 213,238 831,396 199,439 186,036 385,475 Chemical Revenue 3,387 3,039 5,063 2,195 3,280 2,286 2,345 10,107 2,808 3,179 5,987 Energy Revenue 30,971 42,501 44,225 13,677 13,941 14,352 16,002 57,972 16,111 14,847 30,958 Total Revenues 723,678 622,838 905,599 226,330 234,495 204,778 231,585 899,475 218,358 204,062 422,420 2011 2012 Operating Income (Loss) 13,329 (12,799) 167,743 36,644 36,211 35,307 2,957 111,119 16,243 18,296 34,539 Interest Expense (65,756) (64,770) (67,621) (15,906) (14,883) (14,117) (14,089) (58,995) (14,133) (13,863) (27,996) Investment Income (loss) (1,174) (1,804) 468 327 136 270 768 1,501 (410) (287) (697) Gain (Loss) on Financial Instruments * (29,462) (3,068) (4,227) 13,354 (1,997) (10,665) (935) (243) 876 1,343 2,219 Net Income (Loss) (72,465) (62,189) 86,279 29,053 14,383 8,440 (1,801) 50,075 1,173 1,515 2,688 Operating EBITDA ( 000's) 69,091 41,371 223,974 50,782 50,140 49,200 17,002 167,124 30,593 32,884 63,477 Operating EBITDA (US$ 000's) 101,598 57,646 297,281 69,470 72,224 69,468 21,458 232,620 40,120 42,229 82,349 EPS (Basic) (2.00) (1.71) 2.24 0.66 0.32 0.15 (0.03) 1.00 0.02 0.03 0.05 * Includes gains (losses) on Stendal s interest rate swaps, pulp price swaps, and foreign exchange gains (losses) on Mercer s US denominated intercompany debt, which are non-cash mark-to-market valuation adjustments occurring every quarter. 19
Balance Sheet As At June 30, 2012 (in 000s) Restricted Unresctricted Consolidated Group Subsidiaries Eliminations Group ASSETS Cash and cash equivalents 50,096 80,791-130,887 Marketable securities 10,201 - - 10,201 Receivables 55,430 48,493-103,923 Inventories 70,562 47,658-118,220 Prepaid expenses and other 5,749 2,843-8,592 Deferred income tax 4,919 3,352-8,271 Total current assets 196,957 183,137-380,094 Long-term assets Property, plant and equipment 355,633 461,259-816,892 Deferred note issuance and other 6,384 6,177-12,561 Deferred income tax 8,878 7,270-16,148 Due from unrestricted group 97,771 - (97,771) - TOTAL ASSETS 665,623 657,843 (97,771) 1,225,695 LIABILITIES Accounts payable and other 53,180 50,699-103,879 Pension and other post-retirement benefit obligations 773 - - 773 Debt, current portion 1,088 35,000-36,088 Total current liabilities 55,041 85,699-140,740 Long-term liabilities Debt 225,560 468,590-694,150 Due to restricted group - 97,771 (97,771) - Unrealized interest rate derivative losses - 51,791-51,791 Pension and other post-retirement benefit obligations 31,798 - - 31,798 Capital leases and other 6,460 6,993-13,453 Deferred income tax 3,895 - - 3,895 TOTAL LIABILITIES 322,754 710,844 (97,771) 935,827 EQUITY Total shareholders' equity (deficit) 342,869 (36,726) - 306,143 Noncontrolling interest (deficit) - (16,275) - (16,275) TOTAL LIABILITIES AND EQUITY 665,623 657,843 (97,771) 1,225,695 20
Capital Structure Restricted Group structure was used to protect Mercer from the high leverage of the Stendal project The Restricted Group - created at the time of issuing US$310 million Notes in 2005 - is supported by the Celgar and Rosenthal operations (replaced by a US$300 million issue in November 2010 due December 2017) Together, the mills provide approximately 865,000 tonnes of pulp production capacity With Celgar s Green Energy Project online, the Restricted Group generated approximately 25.5 million in electricity revenues in 2011 Since energy production is a by-product of our pulp production, there are minimal incremental costs and our energy sales are highly profitable Mercer s operations have benefitted from the heavy involvement of governments in the form of non-repayable grants for the construction of its mills in Germany As of June 30, 2012, Mercer has received 431 million in government grants for the construction of the Rosenthal, Stendal, and Celgar s Green Transformation Projects These grants reduce the cost basis of the assets purchased and are not reported in our income The Stendal debt of 467.9 million is guaranteed to 80% by the German government and is non-recourse to the rest of Mercer Stendal s debt is amortizing and has a sinking fund account to support debt amortization and interest payments during weaker periods Stendal s balance sheet is complicated by its deeply subordinated shareholder loans and a quarterly mark-to-market, non-cash valuation adjustment relating to its fixed interest rate swaps 21
Investment Highlights 22
Key Investment Highlights Operates world-class, large, modern mills that produce high-quality NBSK pulp which is a premium grade of kraft pulp Strategically located mills, with excellent fiber baskets, in close proximity to key global markets Strong, long-term forecast supply/demand outlook for NBSK Significant and growing revenue from sale of excess renewable, carbon-neutral electricity and bio-chemicals Financial structure offers very high leverage to the pulp cycle Experienced, shareholder-focused management team and board of directors Improved liquidity performance 23
Appendix A 24
Current Industry Environment 25
NBSK is Needed for Strength Despite the current supply/demand imbalance, management believes demand for NBSK will remain strong over the long term Reinforcing properties needed by modern production technology make NBSK an essential component in a wide range of paper, tissue and hygiene products Producers have already generally substituted as much lower cost hardwood and recycled pulp into their products as possible, so any demand growth in their products should translate directly into demand growth for NBSK Demand for most paper grades in which NBSK is used, such as tissue, is forecasted to continue growing Improving global standards of living in countries such as China, aging populations, and growing interest in health and cleanliness are increasing demand for tissue and hygiene products For example, in China, tissue production is forecasted to increase by approximately 1.7 million tonnes to 6.8 million between 2011 and 2015, while total fine paper production is expected to increase by 4.0 million tonnes to 12.8 million during the same period 1 Supply of NBSK is forecasted to remain flat or decrease The vast majority of the new pulp capacity that is coming online is hardwood There have been significant permanent softwood closures in recent years and global pulp inventories remain low The long term supply / demand fundamentals for NBSK pulp currently remain strong 1 Hawkins Wright Defining the China Market (December 2011) 26
Global NBSK End Uses 100% 80% Global Market NBSK Demand, by End Use Packaging, 6% Packaging, 7% Specialty Specialty 15% 20% 60% Tissue CAGR = +8% 33% Tissue 33% 40% 20% 0% Other P&W 20% Woodfree 26% 2008 Other P&W 15% Woodfree 25% 2008 2010 Total NBSK Demand: 10.5 million tonnes 2010 Total NBSK Demand: 12.3 million tonnes With the exception of the Other P&W segment, which includes mechanical and newsprint paper grades, all NBSK end use segments are growing on an absolute basis, particularly in the tissue and specialty grades - the segments where Mercer focuses its sales *Hawkins Wright End Use Markets for Bleached Kraft Market Pulp, April 2009 & September 2011 27
Developments in Global NBSK Demand 2000 Global NBSK Demand by Region * 2010 Global NBSK Demand by Region * Latin America, 0% Japan, 8% China, 3% Other, 10% N. America, 27% CAGR: 0.6% Japan, 3% Other, 13% China, 18% N. America, 22% W. Europe, 51% Latin America, 1% W. Europe, 43% 30.0% 20.0% 2000 2010 Compound Annual Growth Rate in Regional NBSK Demand 19% 10.0% 0.0% 10.0% 3% 3% 1% 1% 8% China Latin America Other W. Europe N. America Japan *Hawkins Wright Outlook for Market Pulp, July 2011 28
NBSK Producers Face a Steep Cost Curve Total Cash Cost and Cumulative Production Cumulative Production, Metric Tonnes per Year (x1,000,000) The steepness of the NBSK production curve implies that when market conditions deteriorate, as it is believed they are currently doing, the high cost producers in the 4 th quartile will be forced to curtail or stop production Note: As at Q1-2012. Does not include energy revenue netted from cost 29
Permanently Shut NBSK Capacity Permanent & Indefinite Closures (Annualized Capacity, 000s tonnes) Company Mill Grade Annualized Capacity Restart Timing Volume Timing Volume Sappi Usutu, Swaziland, Africa BSK, UKP Q3 2009 230 Boise St. Helens, USA NBSK, BHK Q1 2009 275 Marathon Pulp Marathon, ON, Canada NBSK Q1 2009 200 Botnia Kaskinen, Finland NBSK, BHK Q1 2009 450 Lee & Man (EverGreen Pulp) Samoa, California NBSK Q4 2008 192 UPM Tervasaari, Finland NBSK, UKP Q4 2008 204 Stora Enso Norrsundet, Sweden NBSK Q4 2008 300 Domtar Lebel sur Quevillon, QC NBSK Q4 2008 300 Stora Enso Kemijarvi, Finland NBSK Q2 2008 250 West Fraser Hinton, AB, Canada NBSK Q4 2006 70 Tembec Smooth Rock Falls, ON, Canada NBSK Q3 2006 200 Bowater Thunder Bay, ON, Canada NBSK Q2 2006 100 Korsnas Gavle, Sweden NBSK Q2 2006 70 Weyerhaeuser Prince Albert, SK, Canada NBSK Q2 2006 260 Western Forest Products Squamish, BC, Canada NBSK Q1 2006 275 Catalyst Crofton, BC, Canada NBSK Q1 2009 375 Q4 2009 375 Stora Enso Uimaharju, Finland (Enocell) NBSK, BHK Q1 2009 450 Q4 2009 450 Harmac Pacific Harmac, BC, Canada NBSK Q3 2009 120 Q4 2009 120 Stora Enso Sunila, Finland NBSK Q4 2008 360 Q2 2009 360 Sinar Mas Mackenzie, Canada NBSK Q2 2008 235 Q3 2010 235 Buchanan Forest Products Terrace Bay, ON NBSK Q4 2008 350 Q3 2010 350 Source: TerraChoice Markets Services Inc., company press releases Total 5,266 1,890 Net of Restarts Total 3,376 1 PPPC Flash Report July 2012 Softwood pulp markets remain tight due to demand growth and the permanent closure of high cost capacity. Global softwood inventories at the end of June total 29 days of supply, a level generally indicative of a balanced market 1 30
Global Supply of BSK millions tonnes 34 32 30 28 26 24 22 20 18 16 14 12 10 World Market Pulp Capacity Bleached Softwood Kraft (-0.5% aagr 2008-2014) Bleached Hardwood Kraft (2.7% aagr 2008-2014) Most of the announced new pulp capacity that is coming online is hardwood pulp. Total global softwood pulp capacity is currently expected to remain flat, as there is only one sizeable softwood mill capacity expansion expected in the next few years Source: TerraChoice Markets Services Inc. 31
Tissue Furnish is Using Less Recovered Fiber Tissue is expected to use an increasing percentage of virgin fiber and a decreasing percentage of recovered fiber, going forward Source: Poyry, Europulp UTIpulp Seminar, Sept. 2011, The future development of the European and Global Tissue Industry and its fibre furnish 32
Tissue Products Require NBSK for Quality NBSK provides the formation and strength that is required to produce tissue on modern machines and contributes to the softness and absorbency that end users demand from their tissue products Product Category Fibre Furnish Toilet Paper BSKP 30% BHKP 70% recycled fiber Towels (kitchen/hand towels, wipes) Facial / Handkerchief BSKP 50-70% BHKP 30-50% recycled fiber BSKP 20% BHKP 80% BHKP content can be as high as 80-90% Up to 100% BHKP can be used Napkins / Serviettes Others (eg. Medical) BSKP 40% BHKP 60% recycled fiber BSKP 50% BHKP 50% Some recycled fiber For colored products, higher shares of BSKP Some are 35% BSKP/65% BHKP Source: Poyry, Europulp UTIpulp Seminar, Sept. 2011, The future development of the European and Global Tissue Industry and its fibre furnish 33
Tissue is the Highest Growth Segment Since 2000, global tissue output has grown at an average annual rate of 3.9% As populations age, global standards of living improve, and health and hygiene become larger concerns, demand for tissue and thus NBSK should continue to grow 30 26 22 Annual World Tissue Output (millions of tonnes) 18 14 2000 2009 Average annual growth rate = 3.9% 10 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 Source: TerraChoice Market Services Inc., FAO, PPI Annual Review 34
Growth in Demand Could Accelerate The better off the developing world s populations are financially, the greater their demand for tissue and hygiene products should be millions of tonnes 14.6 12.6 10.6 8.6 6.6 4.6 2.6 0.6 China Tissue Production and Consumption (%) of population not poor (McKinsey) Production Consumption 100% 80% 60% 40% 20% 0% % of population not poor If living standards improve as currently forecasted in markets such as China, management believes demand growth for NBSK in these markets should also accelerate Source: TerraChoice Market Services Inc. 35
Operations 36
Restricted Group - Rosenthal Mill Location: Blankenstein, Germany, approximately 300 km south of Berlin Pulp Production Capacity: 345,000 ADMT / year Electricity Generating Capacity: 57 MW Key Features: Built in 1999, the mill is modern, efficient, and ISO 9001 and ISO 14001 certified Strategically located in central Europe, offers a superior value proposition to customers Allows customers to operate on just in time inventory, lowering their costs and making Rosenthal the preferred supplier Produced over 344,000 Admt in 2011, a new annual production record Close proximity to stable fiber supply and nearby sawmills One of the largest biomass power plants in Germany L4Q ending Q2 12, generated 14.6 million (US$19.5 million) in revenue from electricity sales* * Q3 11-Q2 12 average EUR:USD fx of 1.3385 37
Restricted Group - Celgar Mill Location: Castlegar, BC, Canada, approximately 600 km east of Vancouver Pulp Production Capacity: 520,000 ADMT / year Electricity Generating Capacity: 100 MW Key Features: A modern and efficient mill that is ISO 9001 and ISO 14001 certified Continued optimization of the wood room is providing a ceiling on chip costs, helping to eliminate high cost suppliers, which should lower average fiber costs going forward Green Energy Project was completed in September 2010 L4Q ending Q2 12, Celgar generated 13.8 million (US$18.5 million) in revenue from the sale of green electricity Secured C$57.7 million in non-repayable capital funding from Government of Canada for green capital investments Majority used to fund Green Energy Project Celgar continues to demonstrate significant upside potential, regularly setting production records and increasing the amount of bio-energy generated * Q3 11-Q2 12 average EUR:USD fx of 1.3385 38
Unrestricted Group Stendal Mill Location: Stendal, Germany, approximately 130 km west of Berlin Pulp Production Capacity: 645,000 ADMT / year Electricity Generating Capacity: 102 MW Key Features: Completed in 2004, it s one of the newest and largest pulp mills in the world, and continues to set pulp production and energy generation records ISO 9001 and ISO 14001 certified ~75% Mercer owned Debt is 80% government guaranteed, low interest and non-recourse to Mercer One of the largest biomass power plants in Germany L4Q ending Q2 12, Stendal sold 10.6 million in chemicals, and exported over 356,000 MWh, generating 32.9 million (US$44.0 million) in revenue from electricity sales* Recently announced Project Blue Mill whereby pulp production capacity is expected to increase by 30,000 Admt and saleable generation by 109,000 MWh Scheduled completion September 2013 * Q3 11-Q2 12 average EUR:USD fx of 1.3385 39