In this document: (i) unless the context otherwise requires, references to "we", "our", "us", the "Company" or "Mercer" mean Mercer International Inc. and its subsidiaries; (ii) references to "Mercer Inc." mean the Company excluding its subsidiaries; (iii) information is provided as of March 31, 2022, unless otherwise stated; (iv) our reporting currency is dollars and references to "€" mean euros and "C$" mean Canadian dollars; (v) "ADMTs" refers to air-dried metric tonnes; (vi) "NBSK" refers to northern bleached softwood kraft; (vii) "NBHK" refers to northern bleached hardwood kraft; (viii) "MW" refers to megawatts and "MWh" refers to megawatt hours; (ix) "Mfbm" refers to thousand board feet of lumber and "MMfbm" mean million board feet of lumber; and (x) our lumber metrics are converted from cubic meters to Mfbm using a conversion ratio of 1.6 cubic meters to one Mfbm, which is the ratio commonly used in the industry.

Due to rounding, numbers presented throughout this report may not add up precisely to totals we provide and percentages may not precisely reflect the absolute figure.

The following discussion and analysis of our results of operations and financial condition for the three months ended March 31, 2022 should be read in conjunction with our Interim Consolidated Financial Statements and related notes included in this quarterly report, as well as our most recent annual report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission, referred to as the "SEC".

Results of Operations

General

We have two reportable operating segments:


       •      Pulp - consists of the manufacture, sale and distribution of pulp,
              electricity and other by-products at our pulp mills.


       •      Wood Products - consists of the manufacture, sale and distribution
              of lumber, electricity and other wood residuals at the Friesau
              sawmill.

Each segment offers primarily different products and requires different manufacturing processes, technology and sales and marketing.

Current Market Environment

In the first quarter of 2022, we achieved record quarterly pulp, lumber and energy revenues. Pulp and lumber revenues were driven by low customer inventory levels and restricted supply caused by global logistics issues. Our energy revenues benefitted from both strong demand and higher prices for energy in Germany where first quarter 2022 prices were more than double those of the comparable quarter of 2021. While some of our German mills have the right to sell surplus energy at stipulated prices, they may also elect to sell their surplus energy at applicable market rates if circumstances so warrant.

As we move into the second quarter, we currently expect some continued upward pricing pressure on pulp prices as a result of current supply-demand dynamics. While lumber prices in the United States have declined in the last few weeks, we generally expect them to remain at historically strong levels into the summer. Further, we currently expect strong energy demand and prices in Germany to continue in the second quarter of 2022.

As of March 31, 2022, third party industry quoted NBSK list prices in Europe and North America were approximately $1,345 per ADMT and $1,615 per ADMT, respectively and NBSK net prices in China were approximately $985 per ADMT. Prices for China are net of discounts, allowances and rebates.

Partially offsetting the higher revenues was the negative impact of inflationary pressures and global supply chain challenges that increased our costs for fiber, energy and chemicals and negatively impacted production and sales



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volumes in the first quarter of 2022. Such supply chain challenges resulted in our Canadian mills' being forced to temporarily slow production in the first quarter of 2022 and utilize higher cost trucking transportation as the railways work to address their backlogs.

We anticipate that the inflationary pressures and global supply chain challenges we experienced in the first quarter of 2022 will continue to impact our business in the second quarter of 2022.

COVID-19 Pandemic

While many countries globally have eased pandemic restrictions and the global roll-out of vaccines continues, health and infection risks from COVID-19, including from variants, continue. Consequently, we will maintain our measures and procedures put in place to protect our people and allow us to operate our business safely and efficiently. We will continue to monitor our operations and guidance from governmental and health organizations to ensure we take appropriate and necessary actions to protect our people.



Summary Financial Highlights
                                                           Three Months Ended March 31,
                                                            2022                   2021
                                                      (in thousands, other than per share
                                                                    amounts)
Statement of Operations Data
Pulp segment revenues                                  $      485,931         $      339,756
Wood products segment revenues                                101,033                 70,987
Corporate and other revenues                                    5,777                  1,977
Total revenues                                         $      592,741         $      412,720

Pulp segment operating income                          $       86,236         $       25,296
Wood products segment operating income                         40,479                 27,977
Corporate and other operating loss                             (4,364 )               (2,244 )
Total operating income                                 $      122,351         $       51,029

Pulp segment depreciation and amortization             $       27,684         $       27,046
Wood products segment depreciation and amortization             3,637                  3,723
Corporate and other depreciation and amortization                 795                    198
Total depreciation and amortization                    $       32,116         $       30,967

Operating EBITDA(1)                                    $      154,467         $       81,996
Loss on early extinguishment of debt                   $            -         $      (30,368 ) (2)
Income tax provision                                   $      (24,236 )       $       (2,698 )
Net income                                             $       88,897         $        5,933
Net income per common share
Basic                                                  $         1.35         $         0.09
Diluted                                                $         1.34         $         0.09
Common shares outstanding at period end                        66,132                 65,988



(1) The following table provides a reconciliation of net income to operating


    income and Operating EBITDA for the periods indicated:


                                          Three Months Ended March 31,
                                            2022                 2021
                                                (in thousands)
Net income                             $        88,897       $       5,933
Income tax provision                            24,236               2,698
Interest expense                                17,464              19,019
Loss on early extinguishment of debt                 -              30,368
Other income                                    (8,246 )            (6,989 )
Operating income                               122,351              51,029
Add: Depreciation and amortization              32,116              30,967
Operating EBITDA                       $       154,467       $      81,996

(2) Redemption of 6.5% senior notes due 2024 (the "2024 Senior Notes") and 7.375%

senior notes due 2025 (the "2025 Senior Notes").




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Selected Production, Sales and Other Data


                                                  Three Months Ended March 31,
                                                    2022                 2021
Pulp Segment
Pulp production ('000 ADMTs)
NBSK                                                    435.5                396.9
NBHK                                                     56.8                 81.6
Annual maintenance downtime ('000 ADMTs)                    -                 37.8
Annual maintenance downtime (days)                          -                   27
Pulp sales ('000 ADMTs)
NBSK                                                    505.1                418.6
NBHK                                                     49.9                 69.0
Average NBSK pulp prices ($/ADMT)(1)
Europe                                                  1,330                1,037
China                                                     899                  883
North America                                           1,527                1,302
Average NBHK pulp prices ($/ADMT)(1)
China                                                     668                  692
North America                                           1,312                1,020
Average pulp sales realizations ($/ADMT)(2)
NBSK                                                      812                  668
NBHK                                                      695                  520
Energy production ('000 MWh)(3)                         531.5                519.1
Energy sales ('000 MWh)(3)                              194.7                201.1
Average energy sales realizations ($/MWh)(3)              186                   97

Wood Products Segment
Lumber production (MMfbm)                               115.6                117.8
Lumber sales (MMfbm)                                    109.9                108.2
Average lumber sales realizations ($/Mfbm)                840                  622
Energy production and sales ('000 MWh)                   24.5                 16.4
Average energy sales realizations ($/MWh)                 211                  129

Average Spot Currency Exchange Rates
$ / €(4)                                               1.1216               1.2045
$ / C$(4)                                              0.7897               0.7902


(1) Source: RISI pricing report. Europe and North America are list prices. China

are net prices which include discounts, allowances and rebates.

(2) Sales realizations after customer discounts, rebates and other selling

concessions. Incorporates the effect of pulp price variations occurring

between the order and shipment dates.

(3) Does not include our 50% joint venture interest in the Cariboo mill, which is

accounted for using the equity method.

(4) Average Federal Reserve Bank of New York Noon Buying Rates over the reporting

period.

Consolidated - Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Total revenues in the first quarter of 2022 increased by approximately 44% to a record $592.7 million from $412.7 million in the same quarter of 2021 primarily due to higher sales realizations, pulp sales volumes and energy sales.

In the first quarter of 2022, our energy and chemical revenues increased by 76% to $46.2 million from $26.3 million in the same quarter of 2021 primarily as a result of higher energy prices in Germany, which were more than double those in the same quarter of 2021.

Costs and expenses in the first quarter of 2022 increased by approximately 30% to $470.4 million from $361.7 million in the first quarter of 2021 primarily due to higher per unit fiber costs, pulp sales volumes and energy, freight and chemical costs partially offset by lower maintenance costs.

In the first quarter of 2022, cost of sales depreciation and amortization increased to $32.1 million from $30.9 million in the same quarter of 2021 due to the completion of capital projects.



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Selling, general and administrative expenses increased to $22.2 million in the first quarter of 2022 from $20.5 million in the same quarter of 2021 primarily due to higher employee compensation.

In the first quarter of 2022, our operating income increased to $122.4 million from $51.0 million in the same quarter of 2021 primarily due to higher sales realizations and pulp sales volumes and lower maintenance costs partially offset by higher per unit fiber costs and higher energy, freight and chemical costs.

In January 2021, we refinanced (the "Refinancing") a significant portion of our debt by issuing $875.0 million of 5.125% senior notes due 2029 (the "2029 Senior Notes") and using the proceeds to redeem and/or repurchase all of our 6.5% 2024 Senior Notes and our 7.375% 2025 Senior Notes at a cost including premium of $824.6 million (the "Redemption"). We recorded a loss on such Redemption of $30.4 million (being $0.46 per share).

Interest expense in the first quarter of 2022 decreased to $17.5 million from $19.0 million in the same quarter of 2021 primarily as a result of a lower interest rate for our 2029 Senior Notes.

In the first quarter of 2022, other income increased to $8.2 million from $7.0 million in the same quarter of 2021 primarily due to foreign exchange on the translation of intercompany loans.

During the first quarter of 2022, we had an income tax provision of $24.2 million or an effective tax rate of 21% due to taxable income in entities that have a full valuation allowance against their loss carryforwards. In the comparative quarter of 2021, we had an income tax provision of $2.7 million or an effective tax rate of 31%.

For the first quarter of 2022, our net income was $88.9 million, or $1.35 per basic share and $1.34 per diluted share, compared to net income of $5.9 million, or $0.09 per share, after giving effect to the loss on the Redemption of $30.4 million, in the same quarter of 2021.

In the first quarter of 2022, Operating EBITDA increased by approximately 88% to $154.5 million from $82.0 million in the same quarter of 2021 primarily due to higher sales realizations and pulp sales volumes and lower maintenance costs partially offset by higher per unit fiber costs and other production costs.

Operating Results by Business Segment

None of the income or loss items following operating income in our Interim Consolidated Statements of Operations are allocated to our segments, since those items are reviewed separately by management.

Pulp Segment - Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Selected Financial Information



                                   Three Months Ended March 31,
                                     2022                 2021
                                          (in thousands)
Pulp revenues                   $      446,911       $      317,582

Energy and chemical revenues $ 39,020 $ 22,174 Depreciation and amortization $ 27,684 $ 27,046 Operating income

$       86,236       $       25,296

Pulp revenues in the first quarter of 2022 increased by approximately 41% to a record $446.9 million from $317.6 million in the same quarter of 2021 due to higher sales realizations and sales volumes.

Energy and chemical revenues increased by approximately 76% to a record $39.0 million in the first quarter of 2022 from $22.2 million in the same quarter of 2021 primarily due to higher sales realizations. During the current quarter of 2022, we benefitted from strong energy demand and higher energy prices in Germany.

Total pulp production increased by approximately 3% to 492,288 ADMTs in the first quarter of 2022 from 478,499 ADMTs in the same quarter of 2021 primarily due to lower annual maintenance downtime partially offset by lower



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production at our Canadian mills as they slowed production as a result of railcar shortages disrupting shipping pulp from the mills. In the first quarter of 2022, we had no annual maintenance downtime. In the comparative quarter of 2021, we had annual maintenance downtime at our Celgar mill of 27 days (approximately 37,800 ADMTs).

In the second quarter of 2022, our pulp mills currently have 39 days of planned annual maintenance downtime (approximately 51,000 ADMTs).

Total pulp sales volumes increased by approximately 14% to 555,035 ADMTs in the first quarter of 2022 from 487,678 ADMTs in the same quarter of 2021 primarily due to the timing of shipments and higher production.

In the first quarter of 2022, third party industry quoted average list prices for NBSK pulp increased from the same quarter of 2021 primarily as a result of low customer inventory levels and global logistics issues restricting supply.

Average third party industry quoted list prices for NBSK pulp in Europe and North America were approximately $1,330 per ADMT and $1,527 per ADMT, respectively in the first quarter of 2022 compared to approximately $1,037 per ADMT and $1,302 per ADMT, respectively, in the same quarter of 2021. Average third party industry quoted NBSK net prices in China were approximately $899 per ADMT in the first quarter of 2022 compared to approximately $883 per ADMT in the same quarter of 2021.

Prices quoted for China are net of discounts, allowances and rebates whereas quoted prices for Europe and North America are before applicable discounts, allowances and rebates.

Our average NBSK pulp sales realizations increased by approximately 22% to $812 per ADMT in the first quarter of 2022 from approximately $668 per ADMT in the same quarter of 2021.

In the first quarter of 2022 compared to the same quarter of 2021, primarily as a result of the effect of the stronger dollar on our euro denominated costs and expenses, we had a positive impact of approximately $9.5 million in operating income due to foreign exchange.

Costs and expenses in the first quarter of 2022 increased by approximately 27% to $399.7 million from $314.6 million in the first quarter of 2021 primarily due to higher pulp sales volumes, per unit fiber costs and energy, chemical and freight costs partially offset by lower maintenance costs.

In the first quarter of 2022 per unit fiber costs increased by approximately 25% from the same quarter of 2021 due to higher per unit fiber costs for all of our mills. Per unit fiber costs for our German mills increased due to strong demand and reduced availability of lower cost beetle damaged wood. For our Canadian mills, per unit fiber costs increased due to strong demand in the mills' fiber baskets. We currently expect per unit fiber costs will increase in the second quarter of 2022 due to continued strong demand.

Transportation costs increased by approximately 32% to $47.9 million in the first quarter of 2022 from $36.2 million in the same quarter of 2021 primarily as a result of increased use of higher cost trucking and higher freight rates and sales volumes.

In the first quarter of 2022, depreciation and amortization increased to $27.7 million from $27.0 million in the same quarter of 2021 due to the completion of capital projects.

In the first quarter of 2022, pulp segment operating income increased to $86.2 million from $25.3 million in the same quarter of 2021 as higher sales realizations and lower maintenance costs were partially offset by higher per unit fiber costs and other production costs.



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Wood Products Segment - Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Selected Financial Information



                                   Three Months Ended March 31,
                                     2022                 2021
                                          (in thousands)
Lumber revenues                 $       92,366       $       67,311
Energy revenues                 $        5,177       $        2,114

Wood residual revenues $ 3,490 $ 1,562 Depreciation and amortization $ 3,637 $ 3,723 Operating income

$       40,479       $       27,977

In the first quarter of 2022, lumber revenues increased by approximately 37% to a record $92.4 million from $67.3 million in the same quarter of 2021 primarily due to higher sales realizations. In the first quarter of 2022, both European and U.S. demand was strong. The U.S. market accounted for approximately 59% of our lumber revenues and 42% of our lumber sales volumes. The majority of the balance of our lumber sales were to Europe.

Energy and wood residual revenues in the first quarter of 2022 increased to a record $8.7 million from $3.7 million in the same quarter of 2021 primarily due to higher sales realizations. Increased energy sales in the current quarter were driven by strong demand and higher energy prices in Germany.

Lumber production modestly decreased to 115.6 MMfbm in the first quarter of 2022 from 117.8 MMfbm in the same quarter of 2021.

Lumber sales volumes modestly increased to 109.9 MMfbm in the first quarter of 2022 from 108.2 MMfbm in the same quarter of 2021.

Average lumber sales realizations increased by approximately 35% to $840 per Mfbm in the first quarter of 2022 from approximately $622 per Mfbm in the same quarter of 2021 primarily due to higher pricing in both the European and U.S. markets. U.S. lumber pricing increased due to strong demand from the housing and renovation markets. European lumber pricing increased due to steady demand with limited supply.

Fiber costs were approximately 80% of our lumber cash production costs in the first quarter of 2022. In the comparative quarter of 2021, per unit fiber costs were lower as a result of a large supply of beetle damaged wood. As producers have worked through such wood, more green wood is being harvested. In the first quarter of 2022 per unit fiber costs increased by approximately 56% from the same quarter of 2021 as a result of using more green wood and continued strong demand for sawlogs. We currently expect modestly higher per unit fiber costs in the second quarter of 2022.

In the first quarter of 2022, depreciation and amortization was flat at $3.6 million compared to $3.7 million in the same quarter of 2021.

Transportation costs in the first quarter of 2022 increased by approximately 39% to $11.0 million from $7.9 million in the same quarter of 2021 primarily due to higher freight rates.

In the first quarter of 2022, our wood products segment had operating income of $40.5 million compared to $28.0 million in the same quarter of 2021 primarily due to a higher sales realizations partially offset by higher per unit fiber costs.

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