Mercer International Inc. (MERC)
NASDAQ: MERC · Real-Time Price · USD
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May 7, 2026, 3:21 PM EDT - Market open
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AGM 2020

May 29, 2020

Operator

Hello, and welcome to the 2020 Annual Meeting of Shareholders of Mercer International Incorporated. Please note that today's meeting is being recorded. During the meeting, we will have a question-and-answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Jimmy S. H. Lee, Executive Chairman of Mercer International. Mr. Lee, the floor is yours.

Jimmy S.H. Lee
Executive Chairman, Mercer International

Thank you, Chris. My name is Jimmy Lee. I'm the Executive Chairman of the corporation, and I will act as Chairman of this meeting. After considering the continuing health impacts of the COVID-19 pandemic, related governmental guidance, and the well-being of our shareholders, the community, and other stakeholders, today's meeting is being held by remote communication only and is being webcast live to our virtual meeting facilities. Joining me at today's meeting are David Gandossi, our President and CEO, and David Ure, our CFO. I'll start today by addressing the business portion of the meeting, and then David Gandossi will make a short presentation reviewing our 2019 results and some of our business initiatives moving forward. After his presentation, we will have an opportunity for Q&A. Online participants may submit questions by clicking on the message icon in the upper right corner of the meeting center screen.

As Chairman of this meeting, I have adopted an agenda that will govern the order of business and the rules of conduct for the meeting. If you have not already obtained a copy, copies of the agenda and rules are available through the virtual meeting facilities online in the Files section in the lower left of the screen. I appointed Ure to act as Secretary of this meeting and Harj Sangra, our legal counsel, to act as Assistant Secretary. Constance Adams, of Computershare Investor Services Inc., the corporation's transfer agent, is appointed as the Inspector of this meeting. Most of you have already voted your proxy or your proxy votes have already been tabulated.

If you're a shareholder of record or a beneficial shareholder holding a legal proxy from your bank or broker and you want to vote your shares now or change your votes, you may do so now with the control number you received. For those of you participating online, if you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. Any shareholder who has already voted and does not want to change their vote need not take any further action. The polls are now open and will close in a few moments after the presentation of the business matters for the meeting. The next item is the notice of meeting.

I have an affidavit of mailing of William Valentine of Computershare Communication Services stating that the notice of this meeting and internet availability of proxy materials were mailed beginning on April 16, 2020, and were sent out to all shareholders of record as of March 25, 2020. The record date is for attending and voting at this meeting. The next item is the report of the quorum. The report of the Inspector indicates that there are 109 shareholders present in person or by proxy at this meeting, holding 61,844,124 shares, which represents approximately 94% of the outstanding shares of the corporation as of the record date. This means we have a quorum present and the meeting is regularly called, duly constituted, and ready for the transaction of business. The next item is the business of the meeting. We have three proposals for shareholders to consider at today's meeting.

They were all described in the notice of meeting and proxy statement for today's meeting. The first item of business is the election of nine directors. The following nine people have been properly nominated by the board: Jimmy Lee, David Gandossi, William McCartney, Marti Morfitt, Keith Purchase, James Shepherd, Alan Wallace, Linda Welty, and Rainer Rettig. The board recommends a vote for each of them. The second item of business is the ratification of the selection of PricewaterhouseCoopers LLP as the corporation's independent registered public accounting firm for the 2020 fiscal year. The board recommends a vote for this proposal. Last, the third item of business is a non-binding advisory vote for approval to approve the corporation's executive compensation as disclosed in the proxy statement for this meeting. The board recommends a vote for this proposal.

The discussion of the matters for shareholders' consideration is now closed, and the polls are now also closed. There will be a short pause while the Inspector completes the preliminary voting tabulation. Voting results. I will now share with you the preliminary voting tabulations provided by the Inspector based on the preliminary review of the votes cast. First, all nine nominees on the ballot for the board of directors have been elected. They will each serve until the next annual shareholders' meeting or until they earlier resign or otherwise disqualify to act as directors. Proposal two, the ratification of the selection of the corporation's auditors for fiscal 2020, has also been approved. Finally, proposal three, the non-binding advisory vote on executive compensation has also been approved. With that, the formal part of the business has been concluded. I declare that this meeting is now terminated.

Now, David Gandossi, our President and CEO, will make a short presentation reviewing our 2019 fiscal year and certain business initiatives going forward. David?

David Gandossi
CEO, Mercer International

Thank you, Jimmy. Now, before I begin, I would just like to acknowledge the efforts of our employees, board members, and all our important stakeholders as we manage our way through this COVID-19 pandemic. We have all been and continue to be affected, yet our collective efforts have enabled us to keep our people safe and our organization secure. Although our industry has been designated as an essential service in many jurisdictions and we continue to have strong and stable production, we could not be doing this without following a multitude of health and safety guidelines and protocols. It is my hope that we all stay the course and that we can continue to keep the virus out of our operations as we work our way through this.

While we achieved solid operational performance and advanced several important strategic initiatives during the year, the global pulp and lumber markets fell off sharply in 2019, making it a challenging year. Through this, we focused on our growth strategy directed to high-return capital projects and to reduce our environmental footprint and increase production. We sought to reduce operating costs by better managing our fiber resources and looked for synergies in sales, marketing, purchasing, and logistics activities. We also achieved the best safety performance in our history. In 2019, we increased our transparency through a revamped website that allows us to better tell our story about the sustainability initiatives we are implementing and are helping build a more resilient company with strong ESG performance. Under safety and sustainability, we will continually look for ways to lower emissions and water usage, improve safety, stakeholder and community engagement, and governance practices.

Mercer's stated goal is zero injuries, which inspired the name of our safety initiative, the Road to Zero. Our Road to Zero safety culture has allowed us to reduce our total recordable incident rate to the lowest in our company's history. We invested over $132 million in our operations, with the majority of that being directed to high-return capital projects. We completed a large portion of the second phase of our Friesau sawmill expansion. We are now in the process of commissioning our new high-speed planer and energy-efficient continuous kilns. The final phase of this project will be the construction of new lumber sorting equipment, allowing us to improve grade mix and increase production. Ultimately, when this project is finalized in early 2021, Friesau's capacity will make it one of the largest, most modern, and efficient sawmills in the world.

At our Stendal and Rosenthal mills, we have invested in nitrogen and phosphorus-reducing equipment and systems, respectively, that have further reduced our environmental footprint. Through these investments, we were also able to take advantage of the German government's wastewater fee reduction incentive, a program that provides wastewater fee waivers for companies that continue to advance their environmental performance through capital expenditures. We were successful in achieving over $19 million of annual synergies in 2019 through our focus on the Peace River mill, and we expect to add to that in 2020 as sales and logistics contracts expire. We also optimized the Friesau mill synergies, totaling about $15 million annually. We will continue to focus on pulp, wood products, and extractives, and green energy while increasing our investments in technologies to further automate segments of our operations.

In 2019, our total revenues were over $1.6 billion, up almost $0.2 billion from 2018. The increase reflects the acquisition of our Peace River mill for a full year, which was partially offset by lower pulp pricing in the second half of the year. Operating EBITDA totaled approximately $210 million, down $154 million from last year, reflecting materially lower pulp prices in the latter half of 2019. A reconciliation of operating EBITDA to net loss is provided in Appendix A. Our net loss in 2019 was approximately $10.00, or $0.15 per basic share, compared to net income of $129.00, or $1.97 per basic share in 2018. In 2019, before the coronavirus became apparent, we increased our quarterly dividend to $13.75 per share. We believe our balance sheet and liquidity at the end of the year provides us a solid footing to move through market uncertainty.

We believe that we are well positioned to address downside risks. However, in light of the current global economic uncertainty caused by the COVID-19 pandemic, our board has elected to reduce the dividend to $0.65 per share for the time being until clarity on the long-term impact of the pandemic begins to emerge. In 2019, pulp demand remained steady, but high hardwood producer inventories kept negative price pressure on both grades throughout the year and led to noticeably lower average sales realizations for both hardwood and softwood grades compared to 2018. Lumber prices have been slowly improving through the second half of 2019, primarily on positive results or signs from the U.S. housing market. Pricing in the European lumber market had price reductions due to the increased availability of low-cost storm and beetle damage to wood in the market, but demand was steady for most of the year.

In general, the lower-grade logs that are currently plentiful in Germany push lumber pricing down, but we have maintained and even improved our margins in some markets due to the lower log costs. While there is virtually no new announced pulp capacity coming into the market in the foreseeable future, the coronavirus has introduced a high degree of uncertainty for the demand of our end products. We continue to closely monitor this developing situation. As I reflect on 2019, I believe we made good progress advancing the four pillars of our strategy during the year. It leaves us well positioned heading into 2020 despite the current weakness in global pulp markets. Looking ahead, the global pandemic has created a significant amount of economic uncertainty, so we will continue to focus on optimizing our fiber handling and logistics and controlling our costs.

Discipline at this stage will contribute to shareholder value over the longer term. In closing, I would like to thank our shareholders for their ongoing support, my fellow directors for their strategic and thoughtful oversight, our very accomplished management team, and all our employees for their collective efforts in staying safe while helping us produce our world-class products. That concludes our prepared remarks. We would be happy at this time to take any questions from shareholders, and as a reminder, you can register your questions by clicking the messages icon in the upper right corner of the virtual meeting center screen, and we will pause for a moment to queue any questions. David, are you seeing any questions coming in?

David Ure
CFO, Mercer International

Thank you, David. No, there are no questions.

David Gandossi
CEO, Mercer International

Okay. Thank you, David. That being the case, I will conclude the web conference. On behalf of Jimmy and the rest of the board, I'd like to thank you all for joining us today and for your continued support of Mercer, and we look forward to speaking to you again as our year progresses.

Operator

Ladies and gentlemen, the 2020 annual meeting of shareholders of Mercer International is now concluded. Please feel free to disconnect. Have a pleasant day and enjoy your weekend.

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