Kevin McGrath – IR Gerardo Cortina – President & CEO Sam Morrow – CFO.

Van Carlin – Wells Fargo Securities Doug Weiss – ESW Investment Bernie Harris – B.J. Harris.

Good day ladies and gentlemen and welcome to the MFC Industrial LTD Second Quarter Financial Results Conference Call. My name is Lisa and I will your operator for today. (Operator Instructions). I would now like to turn the conference over to your host for today, Mr. Kevin McGrath of Cameron Associates. Please proceed, sir..

Thank you Lisa, and good morning everyone. We appreciate your interest in joining us on MFC's conference call and webcast to discuss financial results for the three and six month period ended June 30, 2014. On the call with me today are Gerardo Cortina, President and CEO, Sam Morrow, CFO, and Rene Randall, Vice President.

The company will make a brief presentation on the results announced this morning and then open the call to questions. Today's call is being webcast on our website at mfcindustrial.com. Simply click on the tab in the webcast section to access the webcast.

The webcast will be posted at mfcindustrial.com for replay approximately two hours following the end of the call. The replay will stay on the site for on-demand review for the next seven days.

Certain statements in this conference call will be forward-looking statements, which reflects management's expectations regarding future growth, results of operation, performance and business prospects and opportunities.

For detailed information about risks and uncertainties that could cause our actual results to differ materially from those expressed or implied, please refer to the disclaimer for forward-looking information contained in today's press release on file with the Canadian Securities Regulators and on Form 6-K with the SEC.

With that said, now I would like to turn the call over to Gerardo to begin the discussion..

Thank you Kevin. Good morning everybody. And thank you for being with us today. We’re a different company than we were just six months ago. In March, we acquired Elsner and in April (Technical Difficulty).

These two additions increased substantially our trading revenues for geographic (Technical Difficulty) increasing the scale of our global commodity supply chain business. Elsner, --- global supply chain company focused on steel products which was founded in 1864 -- in Vienna.

Elsner offerings includes a full range of steel products and has long standing relationship with many steel mills mainly in Europe and China. Elsner provides MFC with a solid customer base and an excellent portfolio and well respected management team which is already enhancing our global supply chain platform.

FESIL is a vertically integrated commodity supply chain company with a ferrosilicon production facility in Norway and sales companies in Germany, Luxemburg, Spain, the U.S. and China.

The FESIL sales companies besides ferrosilicon they are active worldwide with a complete line of ferroalloys, metals minerals, and specialty products, servicing this steel and foundry industries.

FESIL is a strategic acquisition that will add geographic reach, a diverse product portfolio, an established brand name, a well-respected management team and excellent employees to our global commodity supply-chain platform. With the FESIL and Elsner acquisitions, the way with [ph] FESIL Mexico, MFC Energy, MFC Resources U.S.

and Argentina and our long standing global commodity supply chain company in Vienna.

MFC Commodities, our commodity supply chain business is now active worldwide in a wide range of products and markets such as minerals, metals, alloys and chemicals, steel products, wood products, energy and plastics, we have global presence with offices strategically located that allow us to take advantage of opportunities in different parts of the world.

On the sourcing side, China continues to be an important for a wide range of products. With our two recent acquisitions we ended up with too many offices in China. We have consolidated them into two main offices in Beijing and Shanghai that service all group companies.

Besides China we source globally to our network of offices that again service all the different group companies. Now let me talk briefly about our resource for the first quarter and six months ended June 30, 2014. Revenue for the second quarter reached 397 million versus 231 million in the first quarter, this represented 72% increase.

For six months ended June 30, 2014 revenue reached 630 million compared to 376 million over the same period 2013 representing an increase of 67%. EBITDA for the second quarter reached 22 million versus 18 million over the same quarter 2014 and also 18 million during the second quarter 2013. This represents 22% increase.

On Wabush, I just want to mention that we continue our discussion with stakeholders to rationalize these assets. We’re concentrating our efforts and we continue to do so over the coming months on organic growth and improvement of our profitability.

We’re integrating our new acquisitions and focusing on revenue synergies throughout geographic customer and product cross selling. Once fully integrated we will be able to capitalize on the many opportunities ahead of us.

We have the people, we have the assets, we have substantial liquidity and long standing relationships with supportive financial institutions. We have challenges but we have the right people in place to make sure those challenges are opportunities. Now it's time to execute. Thank you.

Now I turn this to Sam, who will go into more detail in our financial results..

Thanks so much Gerardo. So I would like to highlight some select financial information and then we will head to Q&A.

So in Q2 our revenues more than doubled from the year ago period to 397 million mainly from the consolidation of FESIL and Elsner, but also contributions from increased volumes of wood products and higher natural gas prices partially offsetting this we did not record any revenue from the Wabush mine during the second quarter.

We will continue to invest in SG&A which was 26.6 million for the quarter up from 17.5 million in the year ago period. Again the increase is mainly due to FESIL and Elsner but we also had some restructuring and severance costs. We don’t want to breakout these numbers.

Our goal is to grow book value per share -- pro forma book value per share and these were real cost which impacted our financial condition.

On taxes I would like to point out that off our 5.9 million tax expense in the first six months, only 1.8 million was cash, historically we have been fiscally responsible company and we will strike to continue to be fiscally responsible going forward.

Net income was 7.1 million in the second quarter versus 6.8 million in the second quarter of 2013 and EBITDA was 21.8 million versus 18.1 million in the year ago period. On to the balance sheet, our cash position and our balance sheet both remained strong as of June 30.

Cash was down sequentially to a 184 million, the largest impact being the acquisition of FESIL but we also paid down certain short term borrowings before the end of the quarter. We’re currently exploring the long term refinancing of some of these recent activity and we will update you shortly there.

One area I think we can improve on is working capital management, receivables were 208 million on June 30, up from a 116 million at December 21, 2013 and inventory was 206 million on June 30 up from 89 million at December 31, 2013. Meanwhile our payables only increased 6 million to a 133 million versus a 127 million at the end of last year.

So this will be a big area of focus and it's one place where I believe we can be much better. Our long term debt to equity ratio was 0.27 and we had more than 800 million of credit facilities at June 30, so a lots of liquidity, lots of flexibility. Shareholders’ equity was 715 million versus 700 million at the end of the year.

Book value per share was $11.33 up $0.15 since December 31. So two last items before we move on to Q&A. As Gerardo mentioned we’re currently in discussions with our stakeholders, with all stakeholders about the Wabush-Scully mine. However, we’re currently unable to comment beyond this on today’s call so we appreciate your understanding with the Q&A.

Secondly, we’re constantly trying to improve our communication with all of our stakeholders. This is our first report so we would appreciate any commentary and suggestions you may have going forward. And with that operator we’re ready to take your questions..

(Operator Instructions). Your first question comes from the line of Van Carlin. Please proceed..

My question has to do with your statement that you’re looking at improving your working capital situation, obviously you have the potential built on receivables and inventories but my question would relate to your assets for sale category, we have seen a number there for a number of quarters now.

Are those assets actually for sale or are they just characterized as such?.

So the assets that we have for sale on our balance sheet mainly relates to our Niton property in Alberta and we’re in active discussions there. No update, certainly we will announce something the moment we have something in place but there is certainly for sale just categorized as such..

Okay and my second question has to do with fully diluted share count. It looks to me like your fully diluted share count is down over a million from the end of the year, 63.8 down to 62.7.

Is that the exploration -- is that terminations of people basically who had options are no longer in the pool or is that vesting people who use to be there and no longer are there. Does it have to do vesting? What is the reason for that drop of over a 1 million shares and fully diluted? Because there is no share buyback so can I --.

No. So there is no share buyback plan, that just has to do with the share price dropping and we use that the treasury stock method for calculating diluted earnings per share. So that’s going to be the biggest impact..

(Operator Instructions). Your next question comes from the line of Doug Weiss. Please proceed..

So you mentioned in the press release that you thought you could or cost you could cut as you integrate acquisitions and I guess you also said that there were some one-time integration costs this quarter.

Can you give a little more sense in terms of magnitude of - I don’t need an exact number but just in terms of what the one-time costs are and what additional opportunities are to cut cost on a combined basis, how large that could be?.

Yes Doug, so we would really prefer not to break out any one-time costs. Some of them are detailed in the 6-K. I would say that it was material or significant but when it comes to the synergies, you know we want to reinvest every penny of savings that we get from synergies, just right back in the SG&A, productive revenue generating SG&A.

So there is some opportunity there certainly but we’re going to reinvest all of those savings..

Okay.

So you would anticipate some top line benefit then from the reinvestment?.

Correct..

I guess another way to think of it in terms of your EBITDA margin, I mean do you see sequential improvements in margin or are you just it's too early to say or…?.

That’s what we’re working on, yes..

Your next question comes from the line of (Jeff Ponchik) [ph]. Please proceed..

Maybe just stepping back and I have sort of watched the company for a long time and maybe there has been a few gaps here and there but maybe you can just step back and each of you as CEO and CFO, maybe talk about a little bit of your background and what you each sort of bring to the company.

Second question would be more of close your eyes and what would this look like in three years, really what’s the vision?.

I have been in the trading business for the last 30 years. I have been working with Possehl in Mexico, then with ACC Resources in New Jersey and being mainly involved in trading on minerals, metals and alloys. Our focus, a global commodity supply chain company and as we express in the press release all the recent acquisitions are in that direction.

And for the coming months we have to integrate, we will work into integrating all these new acquisitions and we see substantial benefits in geographic customer and product cross selling. We have already seen benefits over the last second quarter, some of our subsidiaries have been able to increase revenue.

So we’re optimistic about this, the way this integration has been going. Definitely we still have room to go. But we’re positive that these will translate as we set an improvement of our profitability..

And where are you physically based? You personally?.

Right now we’re in Vancouver, our Head Office is in Vancouver as you know and we will have a small office in New York and Sam and myself and our team will be based in New York..

Okay, got it, so you will be based in New York, and how about our new CFO?.

Sam, he is based in New York also..

And your background?.

I was the -- our project leader for both FESIL and Elsner acquisitions at MFC. In my prior life I was an analyst on the buy side following MFC. I think, this is a company I know quite well.

I think together with Gerardo we seem to make a pretty good team and we’re aggressively pursuing growth and profitability in our future, and one thing I will say you what you bring to the table.

One piece of criticism that MFC has received in the past is transparency, and communication with our stakeholders and that’s something that we’re actively looking to improve. So I have been on the buy side, and I’m hoping to really contribute there. So any other comments, like we said we appreciate your input..

And where are you on the -- this has been a hotchpotch of lots of things of that we do know and don’t know and I mean have you kind of finalized a strategic plan to say obviously the trading business and its different subsidiaries seem to be the core, what about all the other stuff and I know you mentioned exploring the stakeholder demand I get that, medical companies in China, all the other stuff that’s been dabbled in over the years, do you have any comment on -- is that core -- is this part of a long term phase out or what are you thinking?.

Our goal is to become a global vertically integrated commodity supply chain company and we’re actively pursuing top line growth to achieve the scale that we need to be to really hit those goals.

When it comes to our non-core assets we certainly have a few but they are so small, right? Compared to our $1.5 billion balance sheet that I just don’t think it's worth our focus right now to try to dispose of them or try to rationalize them.

Really our goal is to integrate our new acquisitions and keep our nose to the grindstone and just keep pushing forward..

And just last question again on capital allocation. I mean you’re not going back through years but the company went public in the New York Stock Exchange and sort of announced this dividend program to prove its realness and what say if you -- you know dividends, capital allocation, stock appears under book value, share repurchase.

I mean how are you thinking about this and who else besides the two of you is really a driving hand in these decisions?.

Capital allocation is a constant discussion in our day-to-day operations, comes up at every Board meeting. Right now looking in all of the investment opportunities that we have across our subsidiaries, the potential returns far outweigh anything that we think we would see from a share buyback.

Our goal is to grow book value on a per share basis and we firmly believe that’s the -- the best way to do that is through reinvestment into our company. So we have no intentions of repurchasing any shares at this time and we believe that our dividend policy which has been approved by the Board is appropriate..

And so who else on the Board, I mean again the water cooler making these decisions and this and that, who else besides the two of you is crucial to this discussion?.

I think the Board in general is and our Managing Director Michael Smith, and we look for advice from the entire Board..

And my last question, I’m sorry, I don’t mean to hog. Just characterize Mr. Smith’s current involvement with the company..

He is still a Director of the company and he works now more in the field of special projects, on the acquisition and merger side which has always been his expertise..

Got it.

But would you say there is a material difference over this company through its history and today is that Michael is not the chief shot caller so to say? The Board and the two of you and then Michael sort of on the side in special projects, is that an accurate assessment?.

I would say Michael is still involved because he is on the Board, so he will always be - give us advice on I think the global picture of the company but he stepped aside and he is working more towards the special projects.

I know we have a new leadership here and I think it's good for the company; we’re a bigger operating company than we were a year ago and that’s really the direction we need to go in..

Thank you. Your next question comes from the line of George Burmann. Please proceed..

A quick question in your opening remarks you mentioned that you look into increase -- your SG&A and top line growth, most companies from my expertise try to cut SG&A to increase profitability and I’m looking at your just briefly at your income statement here on almost 60% – 70% rise in sales, your income for operations actually dropped by $500,000 from 21.2 to 20.7 million.

Maybe you misspoke there but in my book yes you want to increase top line growth but you want to make sure that something is left on the bottom line..

No, of course George. But what we meant by that, SG&A is a significant driver of revenue in a supply chain commodity company.

And this is a top line business so at some point we will be able to truly leverage SG&A but right now we’re actively growing in - worldwide we’re opening up new offices where we can, we’re hiring where we can and some of that hasn’t necessarily shown up in revenue or profitability yet. So we want to invest in SG&A, we think it's quite important..

So when you’re saying global supply chain management company let’s say is run by its people and you basically are saying that in the past you may have not had staffing, you’ve had staffing issues but you didn’t have enough people feet on the ground to participate in and work with the global supply chain.

Now with the recent acquisitions you’ve achieved scale where you can operate worldwide and now you need to put the feet on the ground and sales people in place to generate the top line since the business in general is not high margin but low margin and lots and lots of turnover.

And then it comes to the bottom line, is that valid…?.

Yes, correct, and yes, we’re investing in people and as we also said in our remarks we’re working on increasing our profitability and that takes time. I mean we just made these two acquisitions in March and April, we’re integrating them the process is going well and we will see the results in the coming months..

Okay. The acquisition you made a year ago of the oil and gas operation in Canada, it's wanting to be a global supply chain management company.

It looks like you are also moving into partially, maybe with the Cliffs negotiations into owning some of the supplies too or would you consider say the very worthwhile acquisition of this Canadian operation to maybe just sell it because you don’t want to own any physical assets, just trade the commodity?.

That’s not true. You know the captive sources I think are very important part of being in this business. It keeps us having a controlled supply.

We can judge our prices better, and if you look at some of the other big companies that are in the same business like Glencore, they all captive sources, and I think the captive sources are always going to be an important part..

George, so FESIL has production facility for ferrosilicon in Norway, and that’s very strategic to that business. In addition not just focused on our own captive sources but we’re interested in entering into offtakes and other agreements that might be able to get us captive supply as well..

And then you try to sell this all over the world where there is demand and higher price you go and sell your captive supply that you have somewhere else?.

Correct. As we said, I mean we have worldwide coverage. We have offices in the U.S., in Mexico, in Central America, and in South America. We’re well-established in Europe and in Asia. So yes, we have worldwide coverage and that we look at opportunities and we sell where we can get the best returns..

And your employees have the personal relationships with the -- basically with the end users that make the commerce possible?.

Correct. We have been -- our company is in the States, Mexico, Argentina, they have been around for almost 30 years. FESIL has been in Europe well established for a long period. So yes, we have very good established relations with our customers, mainly steel mills and foundries..

Just for kicks, can you go into your thinking on the acquisition the company you bought in Norway that has also mining operations I guess in Spain, is it FESIL?.

Yes. I mean in Spain it's a very small quartz mine that it's a raw material that is used in the production.

As we already said, FESIL has production facility in Norway producing high grade ferrosilicon and then has offices in Germany, in Luxemburg, in Spain, in the U.S., and in China doing all the marketing and not only of the ferrosilicon, but a wide range of products servicing the steel and foundry industries..

Yes and it used to be a subsidiary of a larger company and you only bought this particular subsidiary right?.

No. FESIL was and is still quite a large company. The only asset that we did not purchase is the former shareholder of FESIL retained the interest in the [MO] industry park, which is the industry park where the production plant is located..

Okay, ex-real estate?.

Yes, exactly..

Okay, and looking at that now, the amount of money you paid for it, obviously your cash went down by about a $150 million year-over-year, what do you see this thing growing into? What aspect is that makes it so valuable for the family of MFC’s supply chain companies?.

Well ferrosilicon is strategic, very important product in steel production, and not only that, I mean FESIL has supply agreements worldwide on many different commodities.

So, FESIL brings to the group all that sourcing, all the experience that will help us worldwide improve our sales to the steel and foundry industries, and George also the people at FESIL are phenomenal.

We have got incredible human resources talent there, and when we talk about investing in SG&A, the best way is through people that are already working collaboratively as a team. So this acquisition was very strategic from an asset standpoint, but also a very strategic from a human resources standpoint..

Your next question is a follow-up from the line of Van Carlin. Please proceed..

Sam, looking back at some of the activities over the last 6 or 7 years which you’re kind of still hanging out there in my mind, have you guys -- are you guys completely out of the real estate business in Cologne at this point?.

It's in Germany, that’s not Cologne actually. Cologne was where KHD was -- we still hold some real estate in Germany..

That’s still there, but it's relatively minor at this point?.

It is..

Okay, and how about the Uganda power plant? Have we started with revenues there and EBITDA, where do we stand on that?.

Revenues are -- we are still operating the power plant, and it's doing quite well..

Okay, can you quantify that in any way?.

For the six months, revenue generated from that from our Uganda power plant was 1.7 million..

And then the third thing is when you got out of Goa in India, the iron ore business there, my recollection is that you had a some sort of retained ownerships where you had a potential for call back, and I know that iron ore production has started again in India.

Is that -- are you getting a call back and is that a significant number?.

No we’re not. We’re not getting anything right now. They have only -- we established some of the mines, but very few..

And then the last question is who is calling the shot on the gas price arbitrage? I mean, obviously you had a big move, big spike in gas prices last winter, and also forward a lot of gas, and I see recently it looks like you’ve covered some of that shot.

Do you have a trading department? Who is calling the shot on that gas price arbitrage?.

Sure. The Board of Directors has approved hedging policy companywide, and we have a hedge committee in place which consists of a person in Vienna and Gerardo and myself which takes recommendations and implements and approves all of the natural gas hedges..

(Operator Instructions). Your next question comes from the line of Bernie Harris. Please proceed..

I have two questions, one is to do with the project up in Canada.

According to your press release, it could come online in the first quarter of ’15, that whole project (inaudible) -- when do we really -- can we start expecting some decent revenue from there?.

Sure. So, in the 6K, there is actually a great picture that Rene took of the construction of the power plant which is at our processing facilities at Calgary. So, the final commissioning will occur in Q1 of 2015. We’re currently on schedule for that and we wouldn’t anticipate revenue in the first half of 2015..

And my second question is not to do with so much with a question, but in the past we have discussed it, none of the Directors, I don’t know if this has changed with this change over but none of the Directors really owned any stock which I think is very important for the general public to see that you’ve interest in it.

Is this going to change or is there going to be any type of mandatory -- because we have been talking about it in the past..

It's already changing; you can see one of our Directors is the largest shareholder in the company (multiple speakers)..

There were many Directors that were none, didn’t own any shares at all..

Some of them now what we’re doing is setting up a stock option program, and you can see by Mr. Cortina is filing. He now has a good chunk of the stock. So, I think we’re going to move in that direction to get more of these Directors, at least stock options if not direct stock..

There are no additional questions at this time. I would now like to turn the presentation back over to Mr. Gerardo Cortina for closing comments..

Well, thank you very much for your participation in this call. As Sam said, we’re open for all your comments. We’re a new management team in place, we’re very optimistic about the future.

We have gone for these acquisitions and we will be working hard over the next few months to show that all these results turn into revenue and improve our profitability. Thank you..

Ladies and gentlemen that concludes today’s conference. Thank you for your participation. You may now disconnect. Have a great day..