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Executives

Bob Mundy – SVP and CFO

Dave Paterson – CEO

Analysts

Joe Stivaletti – Goldman Sachs

Kevin Cohen – Imperial Capital

Tarek Hamid – JPMorgan

Richard Kus – Jefferies

Phillip Rabara – RBS Capital

Jeff Harlib – Barclays

Melissa Tan – R. W. Pressprich

Verso Paper Corporation (VRS) Q4 2012 Earnings Call March 7, 2013 9:00 AM ET

Operator

Please standby, we’re about to begin. Good day and welcome to the Verso Paper Corporation Fourth Quarter 2012 Earnings Call. Today’s conference is being recorded.

At this time, I would like to turn the conference over to Mr. Robert Mundy, Senior Vice President and Chief Financial Officer. Please go ahead sir.

Bob Mundy

Thank you. Good morning and thank you for joining Verso Paper’s fourth quarter 2012 earnings conference call. Representing Verso today on this call is President and Chief Executive Officer, Dave Paterson; and myself, Robert Mundy, Senior Vice President and Chief Financial Officer.

Before turning the call over to Dave, I’d like to remind everyone that in the course of this call, in order to give you a better understanding of our performance, we will be making certain forward-looking statements. These forward-looking statements are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize or should underlying assumptions or estimates prove incorrect, actual results may vary materially from management’s expectations. If you would like further information regarding the various risks and uncertainties associated with our business, please refer to our various SEC filings, which are posted on our web site versopaper.com under the Investor Relations tab.

Dave?

Dave Paterson

Good morning and thank you for being on the call this morning. I’m going to start on page three, fourth quarter 2012 overview. Of course, the quarter was impacted by seasonal factors as our volume was 3% lower than our stronger third quarter, but volume was flat year-over-year basis 4Q 2011 when you take out the idle or closed mill at Sartell as well as Bucksport No. 2 paper machine.

Coated paper prices were sequentially higher. Our inventories are in very good shape at year-end and as we go into the first quarter 2013. Our biggest obstacle right now in terms of operational obstacles is the cost of gas in the state of Maine. This is not the base price of the gas, but actually the cost to deliver the gas, which is seasonally impacted by cold weather in the state of Maine as the state of Maine has a restricted pipeline capacity issue.

We began the process of selling the remaining assets of our Sartell Mill including the Fiber Farm, and the Fiber Farm sale was completed in February of this year. Our Bucksport energy project has started and is doing well. And at year-end, our liquidity was $204 million.

Bob back to you.

Bob Mundy

Thanks, Dave. If you turn to slide four, our overall volume for the quarter was about 90,000 tons below last year’s levels, which is about the same amount of coated groundwood and supercalendered volume we had last year, that has since been permanently closed. Volumes were 13,000 tons below the seasonally stronger third quarter. Similarly, revenues were below last year’s levels primarily due to the volume that we had shut down.

However, if you note on the bottom left hand side, the adjusted EBITDA of $41 million, although down from the $48 million in the fourth quarter of 2011, 2012 reflects a margin almost 1 percentage point higher than last year, which represents some of the improvement resulting from our shutdown of higher cost capacity at Bucksport and Sartell.

Turning to slide five, coated volumes were seasonally lower versus the third quarter and down versus last year’s four quarter, however, last year includes about 45,000 tons of coated groundwood from machines that we have since permanently closed. Overall, our coated – average coated prices were up slightly from the third quarter. However, this was a bit of mixed bag as coated groundwood prices were up, while coated freesheet prices were slightly lower.

Good pulp volume for the quarter. And although pulp prices were lower, over the last few months there have been a series of price increase announcements, so we will see higher prices for our pulp sales in the first quarter of this year.

Turning to slide six, you can see the key changes between our fourth quarter of 2012 adjusted EBITDA of $41 million versus the $48 million in the fourth quarter of 2011. Volume was off about $3 million and price mix about $9 million or bit over $22 per ton.

Operations were favorable, $9 million. A large portion of these improvements reflects the R Gap initiatives and the direct and indirect cost areas as well as the benefits from the Quinnesec renewable energy project and other energy related projects that you heard us talk about in the past.

Although, we did start up the new Bucksport Mill renewable energy project late in the quarter, we are working through some performance issues that will somewhat slow down our cost savings benefit and push more of that into 2013. Higher gas prices, as Dave just mentioned, particularly in the last several weeks of the year, drove the unfavorable input price variance.

Slide seven gives you a view of the adjusted EBITDA changes between the fourth quarter of 2012 and the third quarter of 2012. As you can see all the bridge components are fairly flat between these two quarters with the exception of input prices. And again, it’s specifically the energy component of this area. And although, we had expected higher prices especially at the mills up in Maine, the actual costs were above our expectations.

Again, as Dave mentioned, not so much due to the price of the gas itself, although, it was a bit higher. But during the last several weeks of the year, there were some unanticipated constraints in the pipeline delivery system in New England. This is a regional issue up in that part of the country that also has an impact. And the cost of electricity is over 50% of the electricity in this area is generated from natural gas. As a result, we were getting hit not only from the cost of the gas delivered for production uses, but also with higher electricity rates.

You can expect to see this continue when we discuss our first quarter results in a couple of months. Additionally, we mentioned during the last call about a planned outage at our Quinnesec mill, and this negatively impacted the fourth quarter versus the third quarter by just under $4 million, which is sort of buried in that operations bar on the chart.

There’s a bit more information related to input prices on slide eight, where you can see the direction prices have been moving. Other than the energy component, the prices in the chemicals and wood areas have actually moved lower over the comparative periods.

Turning to slide nine, you can see the EBITDA bridge between the full year 2012 versus the full year 2011. Obviously, the story here is that overall average annual sales prices were about $30 per ton lower in 2012 than they were in 2011, which include the pulp prices being over $60 per ton lower.

As we have said, coated freesheet prices were fairly stable for good part of the year, coated groundwood prices after moving lower for the first half of the year, began to move up in the second half, and a series of price increase announcements for pulp has been made over the last few months.

I’ll now turn it back to Dave.

Dave Paterson

Thanks, Bob. Let me review the year of 2012 overall. I’m now on slide 10. Starting with the Quinnesec renewal energy project, which was – it’s up and running, and meeting our expectations and cost initiatives. We also – Bob and I both mentioned that the Bucksport project has started up and both were in the learning curve process. And as Bob mentioned, we are finding some issues, but those issues are certainly addressable and we expect that project to meet or exceed our forecasted cost savings and energy improvements.

During the year, we did significant amount of refinancing of our balance sheet, and we’ll look at that in minute, but we now have no significant maturities until 2016. The overall economy remains a challenge for us. We’re guardedly optimistic about 2013, but 2012 certainly was a challenging year from an economic point of view. We saw an impact on EBITDA, but we worked very diligently on the working capital and our liquidity, and I think at the year-end, we ended with a very strong position on the liquidity side.

I think we’ve all talked about the Sartell explosion and fire and the subsequent decision to close that facility. It’s very difficult one for the company and employees and the community, but that was – the end result, was the decision to close and you see the numbers reflected both from the costs of those closure costs as well as insurance settlements coming through.

We continue to focus on finding new products and new services to offer our customers and that has gone well and we expect 2013 to be a good year on that front. And we continue to look for ways to improve our performance in terms of forest practices and other environmental goals and objectives of the company and we’ve – I think we’ve had a good year of 2012 and we have off to a good start of 2013 on that front.

If you turn to page 11, I had mentioned a second ago about our maturity schedule. This past January including the exchange transaction for the holding company term loan that was to mature on February 1. This transaction captured about $13 million of discount on refinanced 2013 debt with debt maturing in 2019. Our capital structure now has no material maturities until 2016, which is the remaining piece of the sub-notes.

Turning to slide 12, as we look at this year, we’re anticipating flat volumes year-over-year mainly considering the closure of the No. 3 machine of Sartell, slow improvement in the U.S. economy, but generally, hopefully, an improving business economies as we go through the year.

We see operating rates above 90% across our system. The cost saving initiatives we have in place for 2013, we feel will more than offset inflation and we’re off to a good start other than natural gas. Bob and I have both talked about natural gas. I think we have a structural problem in New England in terms of the delivery system and we’re going to be active in trying to address those issues with various officials in New England and that’s not a quick fix, so we need a long-term solution to the gas delivery constraint in New England.

Capital spending, essentially flat year-over-year from 2012 to 2013. I had mentioned the Fiber Farm sale before. We expect our working capital to remain flat at very low levels as we manage that very tightly. And our year-end liquidity, we are forecasting at the end of this year to be comparable to the end of 2012.

And then, as we look at the industry, we are a proponent of consolidation as we look out into the future in the spaces we operate and we continue to look for opportunities to consolidate.

With that, operator, we’ll turn it over to questions.

Question-and-Answer Session

Operator

Thank you. (Operator Instructions) We will take our first question from Joe Stivaletti with Goldman Sachs.

Joe Stivaletti – Goldman Sachs

Hi. Good morning, guys. I was wondering the – in your press release you show pro forma effects of profitability program of $46.8 million, which is obviously quite material. I was wondering if you could do two questions on that. One is, could you give us a rough deal for the breakdown there between whether it’s the energy programs or other things? And also, could you talk about the rough timing that you expect that to flow through to your reported numbers, roughly how much of that might we expect to see showing up in 2013 for example?

Bob Mundy

Yeah, Joe. I would expect that all of it about $7 million or so will show up in 2013 with that balance we should get that at early 2014. Most of that will be not energy type related items, because Quinnesec, we’re pretty much on the full run rate now. Other than that, about Bucksport that I mentioned because of the – I guess a bit of a slow start up there, getting where we want the operation to run. Some of that savings has been pushed into 2013 and there is probably about $6 million plus related to that energy project that will get in 2013.

The balance of that is just in our direct usage and some of our indirect fixed costs around maintenance and repairs as well as some productivity improvements on certain machines. And at time – so the bulk of that, I would – you would see in sort of in the second and into the – probably more in the middle of the year towards the third and fourth quarters, where you’ll see the bulk of the improvements.

Joe Stivaletti – Goldman Sachs

Okay. So, a lot of it’s your ongoing R Gap, which you’ve been very successful within the past and not as much energy related?

Bob Mundy

Well, we try in energy very hard, as you know, in the last two years and there is only – so many things we can work on, and now that we’ve really accomplished the first phase of our energy strategy, all the resources from our manufacturing group for now going back to revisit some of the R Gap type things that we have out there that we can address.

Joe Stivaletti – Goldman Sachs

Right, right. I also wondered just on a couple of cash flow items, looking at 2013, if you could update us on capital spending and also update us on, is there anything left either inflows or outflows related to the facility closures or insurance or any of that type of thing in terms of cash flow items that we should be thinking about for 2013?

Bob Mundy

Well, the – Dave mentioned, we did close on the Fiber Farm that was servicing the Sartell Mill. We closed that on February 28. I can’t get into the amount as the agreement with the purchaser, they don’t want that disclosed, but that certainly was a help. The Sartell Mill, we’ve mentioned that we are in an agreement to close that and we expect to do that, if not by the end of this month, certainly within the next six weeks or so.

So, those – and then we still have the renewable energy credit grant from the government related to the Bucksport renewal energy project, which is around $14 million or $15 million. So, those are sort of the key inflows. There are no more significant restructuring type cash outflows. We think all that’s pretty much behind this. So, that’s – so it’s outside the normal operational cash flow items, those would be it. Then in capital, capital should be bumping around $60 million, something very similar to what we did this year.

Joe Stivaletti – Goldman Sachs

Okay. Thank you.

Dave Paterson

Thanks, Joe.

Operator

And we’ll take our next question from Kevin Cohen with Imperial Capital.

Kevin Cohen – Imperial Capital

Good morning and thanks for taking the question. I know the company had mentioned that it was interested perhaps in transforming itself into a diversified paper company. And I was wondering what grades do you see is particularly attractive within the industry that you’re focused on?

Dave Paterson

Well, we’ll be taking a broad look at the industry. I think the reality is our ability to finance the deal, and the kind of certain segments of our forest products industry is seeing their multiples expand quite nicely. Generally, we would look across – first look across the printing and writing sector, where we are most familiar and most have our biggest position. Then, beyond that would be things that aren’t related to printing and writing that we can actually afford to do given the constraints of our balance sheet. So it’s a broad approach. I think our attempts to consolidate within the coated paper space have not gone forward, so we are broadening our look in its early days.

Kevin Cohen – Imperial Capital

Is the packaging subset or something that the company is interested in as well or is that a pretty remote sort of probability in your mind, in terms of the focus?

Dave Paterson

Well, I think we marginally participate in the packaging business now for some of our great diversification in our business. So we like to continue growing that on our current platform. I think the multiples you see in the packaging business are pretty high right now and probably not within our ability to a deal in that sector.

Kevin Cohen – Imperial Capital

And then second, just in terms of the coated freesheet price. I guess, what gives you confidence that you’ll start to see some price improvement in that grade, is it mostly supply shorts or is it better demand or little bit above?

Dave Paterson

Well, we’re not aware of any capacity withdrawals, but there’s some in Europe, but not in North America that we are aware of recently. What we did, our belief is we’re a significant player in that space, we looked at our year-end inventory, we looked at our order book for the first two months, and now into March, so basically the first quarter of this year and saw operating rates for our system, our inventory levels, and our order book were all strong.

And from a budget point of view, we’re having a better first quarter in terms of volume than we had anticipated. So, we thought structurally or – the market was ready for price announcement and we’ve decided to make one. And we’ll just see if – how it goes.

Kevin Cohen – Imperial Capital

Thank you very much and good luck with everything.

Dave Paterson

Thank you.

Operator

And we’ll take our next question from Tarek Hamid with JPMorgan.

Tarek Hamid – JPMorgan

Good morning.

Dave Paterson

Good morning.

Bob Mundy

Good morning, Tarek.

Tarek Hamid – JPMorgan

On the – staying on Kevin’s question on the price increase, sort of any early feedback from customers, any particular end points that would make you think that it’s not going normal on the price increase?

Dave Paterson

Well, I think its early days. I would say, in general, customers never like a price increase and they will tell you that, particularly when you’re trying to – when you are the first one out in the marketplace. So, we’ll have to see. I mean, it’s never easy particularly when you’re in a market that anticipate decline in demand over the cycle.

But again, from our point of view, given our inventory levels and our first quarter order book and where we’re going to exit the first quarter in terms of inventories, we think it lines up for a price increase, so that was our thinking. And again, the way prices are done in the coated freesheet sector, we have to give sufficient notice to our customers of our intentions, so we needed to announce with point of time prior to the second quarter. So, we’ll just see.

Tarek Hamid – JPMorgan

Okay. And then on asset sales, I think you’d said the mill site at Sartell, is that inclusive of hydro asset or is that going to be a separate sale?

Bob Mundy

No. That includes the hydro.

Tarek Hamid – JPMorgan

Okay. And then just an accounting question on the quarter. On the income statements, you booked other operating income of $60 million. It looks like the Sartell proceeds were $53 million, sort of any – where is the other $7 million?

Bob Mundy

Well, it’s actually, Tarek, it’s the insurance proceeds which were actually $84 million less the cost associated with clean up emergency response, there’s a lot of things that went into that. But – so really that’s how you get to the $60 million.

Tarek Hamid – JPMorgan

Okay. Then, what’s the difference between the $60 million and the $53 million that’s added back on the adjusted EBITDA calculation?

Bob Mundy

Well, there are certain costs that are embedded that you really can’t – you can’t add back the full $60 million because some of those are just ongoing costs that would not be correct to treat those differently because they’re not abnormal so to speak.

Tarek Hamid – JPMorgan

Were they in cost of goods sold in the quarter? Is that the way to think about it?

Bob Mundy

Yeah. Yeah. Yeah.

Tarek Hamid – JPMorgan

Okay. So, they were in cost of goods sold already, so you only added back the $53 million that weren’t, I got it.

Dave Paterson

That’s right.

Bob Mundy

Yeah.

Tarek Hamid – JPMorgan

Sorry about the difficult question. Thank you.

Dave Paterson

Thanks, Tarek.

Operator

(Operator Instructions). And we’ll take our next question from Richard Kus with Jefferies.

Richard Kus – Jefferies

Hi, good morning.

Dave Paterson

Good morning.

Richard Kus – Jefferies

Can you talk a little bit about what is driving your view for flat shipment volumes for the year once you adjust for your capacity, given that market demand is still appears to be declining in here. Are you guys taking a little bit of share?

Dave Paterson

No. Well, we took out between 2011 and 2012, I think, we took out enough capacity that our inventories dropped significantly, and then we are also diversifying our product mix. So our shipments in, say, coated grades will be down year-over-year, but our shipments in these non-printing and writing grades basically packaging and other grades are still growing quite nicely. So if we’re taking share anywhere, we’re taking it in the non-coated printing and writing sector. So that’s how we see. We’re mix shifting within our asset base away from printing and writing, that’s where we can.

Richard Kus – Jefferies

Okay. Okay. And have you guys noticed any meaningful change in imports over the course of the past couple of quarters here?

Dave Paterson

No. We really haven’t seen any. I think on the coated paper side, it’s always been a significant import market for the Europeans and they’ve maintained their share in North America and we have not seen them deviate from that.

Richard Kus – Jefferies

All right. And then lastly, it sounds like away from the issues with natural gas, you are not really expecting meaningful increases in input costs this year, is that fair to say?

Dave Paterson

Well, I think anything that’s related to energy, we’re going to see inflation and where we see it is obviously in natural gas, particularly in the winter period in M Maine, but we will see it pass-through into things like rail transportation, truck transportation, which are really indexed to diesel fuel prices. So, we’re anticipating some of that, but certainly our cost reduction activities we say we have to meet or beat inflation. So, outside of energy, we don’t see a lot of increases coming on this and we will deal with the energy increases through our cost reduction programs.

Richard Kus – Jefferies

All right. Thanks, guys.

Dave Paterson

Thank you.

Operator

We will take our next question from Phillip Rabara with RBS Capital.

Phillip Rabara – RBS Capital

Hi, good morning.

Dave Paterson

Good morning.

Phillip Rabara – RBS Capital

You mentioned that you would still be affected by the natural gas pipeline constraints in the first quarter. Can you quantify that relative to – the impact relative to the fourth quarter?

Bob Mundy

Yes. I would suspect that you would, on a sequential basis, you will see something similar to what we showed as the sequential change between the third and fourth, I think you will see something, unfortunately, something similar.

Dave Paterson

And again, it’s not the price of the gas that’s impacting us, its constrained pipeline and the delivery charges that we face.

Phillip Rabara – RBS Capital

Okay. And I was looking at your – your SG&A costs have remained relatively flat versus the fourth quarter a year ago, but meanwhile you’ve got a much smaller asset base. I was wondering if that’s going to remain at that level or do you anticipate that coming down over time or how do you view that?

Bob Mundy

No, I don’t think you’ll see a significant change there. I think, we managed that at a pretty low level all the time. We did have some reductions relative to taking out with the Sartell Mill and some costs that were in there relative to that, of course, we eliminated those. And – but I would not see – I wouldn’t see – I wouldn’t expect any meaningful drop in that line.

Phillip Rabara – RBS Capital

Okay. Thank you.

Dave Paterson

Thank you.

Operator

We will take our next question from Jeff Harlib with Barclays.

Jeff Harlib – Barclays

Hi. Good morning.

Dave Paterson

Good morning, Jeff.

Jeff Harlib – Barclays

First, you did mentioned that volumes pricings at or above forecasted levels for first quarter. Can you just talk a little bit, I mean, typically it’s a seasonally weak quarter, can you just talk a little bit about roughly what were kind of sequential change in volumes we might see and if you’re taking any other market-related downtime?

Dave Paterson

Well, I think we – you’re right. First quarter seasonally is our weakest demand quarter and we normally build inventories in the quarter, and then sell them off in the second and third quarters. We’re not seeing – we’re certainly seeing some inventory build that’s well below our normal historical level. So, our – we entered the year at, I think for our system, historically low inventory levels (inaudible) of tons. We’re not seeing anywhere near the normal inventory build because our customers are placing orders for shipment in the first quarter and delivery in the first quarter.

So, if I’m trying to quantify that, I would say it is probably half of the inventory build we’ve anticipated for the quarter from a normal season. So, that’s very encouraging to us because it’s a working capital issue. It’s an indication of the underlying demand from our customers. And generally, more – if you can be optimistic in a market that we know is structurally challenged, we’re being optimistic I guess.

Jeff Harlib – Barclays

Okay. And just, do you have the inventory balance at year-end, in either dollars or – for coated paper a ton?

Bob Mundy

Jeff, in the next 30 minutes or so. So you’ll see our inventory balance there obviously and – but I don’t think we ever given out specifically the coated piece of that.

Jeff Harlib – Barclays

Okay. Okay. We’ll wait for that. And just, what was the net benefit that – you said $84 million of insurance proceeds less severance and other costs, what was sort of the net benefit from the net of those in 4Q cash flow?

Bob Mundy

Well, I’m just – I can tell you it was a bit of a timing thing because we’ve received some of the insurance proceeds as – is a little bit in the second, we had a little bit in the third, and then we received the balance sheet in the fourth as we were going through the decision to either rebuild or not rebuild. But I can just tell you that overall, not just specially the fourth quarter, but overall that was – it was in the high-70s of net inflow.

Jeff Harlib – Barclays

Okay. Thank you.

Dave Paterson

Thank you.

Operator

(Operator Instructions) We will take our next question from Melissa Tan with R. W. Pressprich.

Melissa Tan – R. W. Pressprich

Thanks for taking my call. First question is on, you mentioned about you haven’t seen too much capacity shutdown in the U.S. so far this year and maybe a little bit in Europe. Can you just go a little bit more in detail of your expectation for 2013, in terms of where you think there will be more capacity shutdowns or what percentage you think or the industry should be taken out going forward at this time?

Dave Paterson

Well, I think, I think the publicly available forecasters who track are industry are looking at demand declines in roughly 3% range. That’s been – those types of declines are higher and going on for several years. So, we’re in a structural cycle here of demand destruction. In our case, we took out between mill machine closures at Bucksport and the total mill closure at Sartell. We took out significant capacity between sort of mid-year 2011 and fourth quarter of 2012. So, our system is very tight.

Once we go outside of our own system, it’s pure speculation because we don’t have any more insight into that and perhaps you would and you may have more as you’re talking to other people in the industry space. The math says, if you believe the forecasters, you need about 200,000 tons to 300,000 tons of capacity closures to make, to deal with the demand – anticipated demand destruction in 2013 at least the publicly available numbers.

Melissa Tan – R. W. Pressprich

Okay. Thank you. And just with that said, I’m following up on that. I mean, whether you seek of any market consolidation opportunities, maybe in 2013 or in – probably into 2014 that may include yourself or another player?

Dave Paterson

Well. We’ve been fairly public that we are interested. We think it’s the right thing for the space. We have tried, I think, in a very public way to enter into discussions with NewPage. We are – that didn’t – didn’t go anywhere. So as I mentioned on an earlier question, we’re expanding our view point, our scope and looking across a broader sector of printing and writing as well as the broader forest product sector. Understanding we are constrained by our balance sheet issues. So, we’re – we are looking for opportunities. We believe consolidation is the right strategic move for the space, and we hope to participate in it or be a benefit of – beneficiary of consolidation. Yes, we’re supporting that.

Melissa Tan – R. W. Pressprich

Okay. Thank you.

Dave Paterson

You’re welcome.

Operator

At this time, there are no further questions. This will conclude today’s call.

Dave Paterson

Thank you very much. Thank you for your interest in Verso.

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