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Vulcan acquisition of Ullrich Aluminium presentation

M&A21 July 2022VSLMaterials

1
ULLRICH ALUMINIUM

ACQUISITION

22 July 2022

2
The material contained in this document is

a presentation of information about Vulcan Steel

Limited’s (“Vulcan”) and Ullrich Aluminium Limited’s

(“Ullrich”) activities current as of 22 July 2022.

It is provided in summary form and does not purport

to be complete. It should be read in conjunction with

Vulcan’s periodic reporting and other announcements

lodged with the Australian Securities Exchange (ASX)

and New Zealand Stock Exchange (NZX).

This document contains projections and other

forward-looking statements, current intention, opinion

and predictions regarding the Company’s present

and future operations, possible future events and

future financial prospects. These represent Vulcan’s

assumptions and views, including expectations and

projections about Vulcan’s business, the industry in

which it operates and management’s own beliefs

and assumptions. While these statements reflect

expectations at the date of this document, they are,

by their nature, not certain and are susceptible to

change. Such matters require subjective judgement

and analysis and may be based on assumptions

which are incorrect.

They may also be based on factors which are subject

to significant uncertainties and contingencies which

may be outside the control of Vulcan and are provided

only as a general guide or statement and should

not be relied upon as an indication or guarantee

(expressed or implied) of future performance. Except

as required by applicable law or the ASX and NZX

Listing Rules, Vulcan disclaims any obligation or

undertaking to publicly update such forward-looking

statements.

This document is not intended to be relied upon as

advice to investors or potential investors and does not

take into account the investment objectives, financial

situation or needs of any particular investor.

Unless otherwise stated, financials (including

comparatives) reflect the adoption of IFRS 16 Leases.

This presentation contains non-IFRS financial

measures to assist readers of this document to assess

the underlying financial performance of Vulcan.

The non-IFRS financial measures in this presentation

were not subject to a review or an audit by Deloitte.

Disclaimer

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO

3
Agenda

Transaction Summary

Rationale

Industry and Ullrich Business Overview

Integration, Synergies and Financial Impact

Funding and Dividend Payout Policy

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO

4
Rationale

• Ullrich is an aluminium distribution focused business.

With 60 years’ operating history, the company

is regarded as one of the leading downstream

participants in Australasia. In the financial years ended

31 March 2021 and 2022, the company recorded

NZ$215m and NZ$270m in revenue, respectively, and

NZ$32m (NZ$23m pre-IFRS 16) and NZ$49m in EBITDA

(NZ$39m pre-IFRS 16), respectively.

• The aluminium distribution market is an opportunity

which Vulcan has been considering for many years.

Ullrich’s platform and network combined with Vulcan

offer significant potential synergies.

Funding

• The acquisition of Ullrich will be fully debt funded.

• On completion of the settlement (excluding the

NZ$20m working capital deferred payments in 2023)

on 16 September 2022, Vulcan’s post transaction

financial position remains strong, with a proforma

Net Debt/EBITDA of 1.44x in FY22.

Impact on Earnings & Payout

• Eleven months of consolidated earnings and accretive

to Vulcan’s NPAT and earnings per share in FY23

• To provide more details at FY22 result on earnings

and synergies

• 60%-80% dividend payout policy retained.

Remaining Conditions

The acquisition is subject to various conditions including

no material adverse change prior to completion of the

transaction, finalisation of lease terms, stock take and

fixed asset review, and accounts for the period 1 April to

31 July 2022.

Transaction

• Vulcan has signed a conditional sale and purchase

agreement with Gilbert Ullrich, the owner founder

of Ullrich Aluminium Company Limited (“Ullrich”) to

acquire 100% of Ullrich at a projected book equity value

(net tangible assets, NTA) of NZ$131m

1

(A$118m). This is

subject to finalisation of accounts for the period 1 April to

31 July 2022 and precedent conditions by 16 September

2022.

• The equivalent enterprise value is NZ $165m (A$149m)

based on NZ$34m (A$31m) net debt assumed by

Vulcan as part of the acquisition, excluding NZ$79m

capitalised lease obligations. On Ullrich’s March year-

ended 2021 and 2022 earnings, this represents 7.2x and

4.3x pre-IFRS 16 EBITDA

1,2

multiple, respectively.

• Adjusting for the working capital to be reduced which

will be funded by a deferred settlement of NZ$20m

for the transaction in 1H 2023, the effective adjusted

enterprise value is NZ $145m (A$131m). On Ullrich’s March

year-ended 2021 and 2022 earnings, this represents 6.3x

and 3.8x pre-IFRS 16 EBITDA multiple, respectively.

Transaction Summary

1. EBITDA Earnings Before Interest Tax and Depreciation and Amortisation. 2. IFRS16 International Financial Reporting Standards 16 accounting for leases.

The acquisition of Ullrich significantly adds to the network reach and scale of Vulcan in its goal to

become the leading steel and metal products distributor and value added processor in Australasia.

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO

5
Ullrich is an integrated distribution-centric operator with a large

sales network, together with extrusion facilities and fabrication

operations.

• A well-established and a strong industrial brand in aluminium with scale across

Australia and New Zealand

• Complementary to Vulcan’s stainless product offering

• Alignment between Vulcan and Ullrich company culture

• A customer-centric service model which includes ownership of truck fleet operated

by employee drivers

• Site optimisation and productivity gain opportunity

• Further enhances the potential for additional hybrid sites and cross selling collaboration,

especially in stainless and aluminium products

• Margin enhancement opportunity

• Optimisation of aluminium stock range to improve working capital efficiency

• The introduction of value added processing opportunity for aluminium

• Earnings and shareholder value accretive

A compelling investment

opportunity

23,000t

1

10-12%

1.0x

Tonnes of aluminium

products sold in FY22

(+7.6% cagr FY18-22)

Pre-COVID-19 ROCE

2

FY18-20

(Return on Capital Employed)

Acquisition Price/ NTA

(subject to account finalisation

and acquisition accounting

standards)

1. Only includes products that are sold by weight or where sales weight are measured. 2. ROCE is based on pre-IFRS 16 EBIT divided by shareholders funds and net debt excluding capitalised lease obligations.

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO

6
Overview

Vulcan is the only Australasian-wide, pure-play, value

Industry & Ullrich Business

VULCAN.COULLRICH ALUMINIUM ACQUISITION

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO
7

ROLLINGCASTING

ALUMINIUM REFIING/SMELTING

CONSTRUCTION

PACKAGINGTRANSPORTOTHERMACHINERY

EXTRUSION

The aluminium industry value chain

Source: Strategy and Execution Limited.

There are no rolling mills in

Australia or New Zealand

All bar, sheet and plate is

imported.

Aluminium logs are a globally

traded commodity. While both

Australia and New Zealand

smelters mostly export their

production, domestic

downstream extruders mostly

source from overseas.

Most customers buy through local

and regional outlets. There is some

fabrication for customers or value

added resale. E.g. making ladders,

scaffolding or custom walk ways.

Very large customers buy direct

from mill, foundry or extruder.

Large customers buy through

distribution centres.

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO
8

Ullrich is well positioned in the aluminium

supply chain as an integrated distributor

• Australia smelters

(90% of production

exported)

• New Zealand smelter

(90% exported)

• Overseas smelters

1. Produce raw

products

• Ingot/billets -

domestic & imported

• Rolled/flat products -

imported

Australia

• 8 significant extruders

• Rolled product all imported


New Zealand

• 4 significant extruders

• Rolled product all imported

1. Buy “logs”/billets ex smelter

2. Extrude intermediate for

downstream applications

3. Buy coil/plate/bar from

rolling mills: Minimum Order

Quantity 9-12 tonnes per size

Australia

• 8 significant operators



New Zealand

• 4 significant operators

1. Buy in large MOQs

• Extruded, flats &

finished products

(e.g. fasteners)

2. Sell in small MOQs

Australia

• Various


New Zealand

• Various

1. Use extruded and rolled

intermediate products

for fabrication into

finished products

• Some are done against

customer order

• Some are made to stock

• Fabricators

• Engineering

• Equipment

manufacturers

• Component

manufacturers

• Other

1. “Just in time” supply

relationship for many

2. Large supply deals

for some

• Joinery

• Interior

• Marine

• Transport/Autos

• Machinery/Cable

• Other

1. Proxy for industrial activity

& the economy

Smelters

INTEGRATED OPERATORS

ROLLING MILLS/EXTRUDERS

KEY PARTICIPANTS

CHARACTERISTICS

DISTRIBUTORSFABRICATORS

FABRICATORS/

CUSTOMERS

END -INDUSTRIAL

USE MARKET

Source: Strategy and Execution Limited.

Ullrich is a distributor with extrusion and fabrication operations.

9
Ullrich is an integrated distribution-centric operator with a large sales

network, together with extrusion facilities and fabrication operations.

• Ullrich has a well-established and a strong industrial brand in aluminium with scale across

Australia and New Zealand

• The company has diversified end market exposure with a focus on industrial and

manufacturing applications and small to medium sized customers. In March year ended

2022, Ullrich top-20 customers accounted for c10% of group revenue.

• End market uses of Ullrich’s products include transport, marine, access equipment, seating,

buildings and architectural related applications, fasteners as well as window and door joinery

• For 31 March year ended 2022, Ullrich sold approximately 23,000 tonnes

*

, achieved NZ$270m

in sales, NZ$49m in EBITDA (NZ$39m pre-IFRS 16 basis) and NZ$36m EBIT (NZ$35m pre-IFRS 16

basis)

• The company employs more than 600 staff and operates in 43 locations across Australia (25)

and New Zealand (18)

Overview of

Ullrich’s business

$39m

600+

43

NZ$ in pre-IFRS 16 EBITDA

IN FY22

Employees across

Australasia

Locations across

Australasia

* Only includes products that are sold by weight or where sales weight are measured.

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO

10
Scaffolding and Ladders

• Ullrich fabricates its own scaffolding

and ladders in 3 New Zealand and 4

Australian distribution centres for sale

as standard stocked items in their

17 New Zealand and 24 Australian

branches

Fabrication

• Fabricates for customers to order.

This is low capital intensity, low tech

folding/cutting/routering/drilling/

welding/riveting.

Transport

• Truck and ute bodies, and marine

applications are areas of relative

strength for Ullrich and recent growth

Architectural

• Windows and doors are the largest

applications of aluminium extrusions

and a focus for most players

• ‘Architectural’ includes windows plus

partition and cladding systems, display

cases, signs and is considered higher

margin but high cost of sale/cost to

serve. This is not a focus for Ullrich.

Ullrich has a diverse product range

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO

x3x3
T OWNSV ILLE

MACKAY

BRISBANE

NEWCASTLE

LAUNCESTON

HOBART

S Y D N E Y

CANBERRA

MELBOURNE

ADELA I D E

PERTH

KURRI KURRI

BATHURST

ALBURY

DARWIN

BUNBURY

CAIRNS

ROCKHAMPTON

CALOUNDRA

GOLD COAST

DUNDOWRAN

COFFS HARBOUR

x2

x4

x2

x2

ULLRICH ALUMINIUM

VULCAN

Vulcan and Ullrich location overlap in Australia

• 7 out of 25 Ullrich locations are within 5 minutes

drive of existing Vulcan sites


Operational Overlap

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO

11

WHANGAREI
AUCKLAND

x3x3

TAURANGA

ROTORUA

NAPIER

DUNEDIN

CHRISTCHURCH

WELLINGTON

SILVERDALE

NEW PLYMOUTH

HAMILTON

PALMERSTON NORTH

INVERGARGILL

TIMARU

NELSON

x2

x2x2

ULLRICH ALUMINIUM

VULCAN

Vulcan and Ullrich location overlap in New Zealand

• 6 out of 18 Ullrich locations are within 5 minutes

drive of existing Vulcan sites

Operational Overlap

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO

12

13
Ullrich has the widest aluminium

distribution footprint in Australasia

and is a meaningful extruder

Source: Strategy and Execution Limited.

• Based on estimates by Strategy and Execution Limited, Ullrich has the widest network

foot print for aluminium products in Australia with a focus on the industrial market

• Capral is an extruder, focused on long run high volume high efficiency production for

sales to large stockists and end users

• Ullrich supplements its own extruded products by buying from other large suppliers

in Australia

• G James, APA/EPA, INEX, Alspec are focused on window and door systems and

architectural market

• New Zealand has proportionately more domestic extrusion compared to

imported products, architectural systems and prefabricated windows and doors

• Ullrich does have a window system offering (in Queensland), but does not supply

in New Zealand at this time. The company has a stronger focus on industrial

applications rather than windows, doors and architectural market.

• The company has the widest network footprint for aluminium products in

New Zealand

• INEX , McKechnie and Altus are all window and door systems focused

AUSTRALIAN EXTRUDERS AND DISTRIBUTORSNEW ZEALAND EXTRUDERS AND DISTRIBUTORS

Indicative Distribution Presence (est. sites)

Indicative Size (’000 tonnes pa Extrusion)

70

60

50

40

30

20

10

0

Capral

G Jasmes

EPA/APA

INEX

Almax

Ullrich

Extrusion Aus

Alushapes

Olympic AL

Bluescope

Alspec

Alu Trade Centre

Complete AL

Ezi Aluminium

20

15

10

5

0

INERX/APL

McKechnie

Altus

Ullrich

AEC

Paynes

PSP

Little Metals

Wakefield

R&B Al

SD Aluminium

Indicative Distribution Presence (est. sites)

Indicative Size (’000 tonnes pa Extrusion)

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO
14

Aluminium has been on Vulcan’s watchlist in our long term growth strategy.

Vulcan is the only Australasian-wide, pure-play, value added steel distributor and processor.

Plate Processing

Processes steel plate to

customer specifications

(including cutting, drilling,

tapping, counter-sinking

and folding)

Steel Distribution

Distributes steel hollows,

merchant products (bars,

beams, angles, channels)

and unprocessed coil

and plate

Coil Processing

Processes steel coil to

customer specifications

(including sheeting

and slitting)

Stainless Steel

Distributes stainless steel

hollows, bars, fittings and

sheets/plate, and

processes stainless

steel plate

Engineering Steels

Distributes high

performance engineering

steel and metal

products, and processes

engineering steel and

metal products

Aluminium

Distributes internally

extruded standard and

customised products

and third party products

including sheet, plate

and coil products

METALSSTEEL

Vulcan has c12,000 annual active trading

customers across Australia and New Zealand

Ullrich has c20,000 annual active trading customers

that operate across a diverse range of industries

More than 20% of these customers trade with both Vulcan and Ullrich, especially in stainless steel and aluminium

Aluminium - a new & complementary

vertical to Vulcan’s service offering

12k

20k

15
Ullrich pre-COVID-19 earnings metric was

the reference for our acquisition value

* Based on draft accounts.

• Vulcan focused on pre-COVID-19 periods as the basis in assessing

mid-cycle earnings and the underlying value of the business

• Steady revenue and earnings between FY18-FY20 (March year end)

• Ullrich EBITDA and EBIT in FY22 leveraged off higher aluminium price

during the period

ULLRICH EBIT (NZ$m)

40.0

35.0

30.0

25.0

20.0

15.0

10.0

15.0

0

FY18-20 averageFY21FY22d*

10.7

23.1

0.0

1.4

35.0

EBIT Pre-IFRS 16

Operating Lease Impact (EBIT Post-IFRS 16)

ULLRICH EBITDA (NZ$m)

60.0

50.0

40.0

30.0

20.0

10.0

0

FY18-20 averageFY21FY22d*

15

23.1

8.9

10.4

38.7

EBITDA Pre-IFRS 16

Operating Lease Impact (EBITDA Post-IFRS 16)

ULLRICH REVENUE (NZ$m)

300

250

200

150

100

50

0

FY18-20 averageFY21FY22d*

208215

271

Combined Australia & New Zealand

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO

16
Ullrich return on capital was between

10-12% prior to COVID-19 period

* Based on draft accounts.

• Higher assets employed in

FY22 reflect higher aluminium

price and higher stock volume

• This was funded by higher

debt level

• Capex was relatively steady at

NZ$4m-NZ$5m pa in the last

three years

• Return on capital employed

pre-IFRS 16 has ranged

between 10-12% in pre-

COVID-19 period

ASSETS EMPLOYED (NZ$m)

76

17

69

130

18

76

87

11

250

200

150

100

50

0

FY18-20 averageFY21FY22d*

Working Capital

PP&E and Other Assets excl. RoU

Right of Use Assets (RoU)

CAPITAL EXPENDITURE (NZ$m)

3.7

4.5

4.9

6.0

5.0

4.0

3.0

2.0

1.0

0.0

FY18-20 averageFY21FY22d*

Capital Expenditure

FUNDS EMPLOYED (NZ$m)

99

89

72

145

79

250

200

150

100

50

0

FY18-20 averageFY21FY22d*

Capital Employed Pre-lease

Capitalised Lease Obligations

RETURN ON CAPITAL EMPLOYED

30%

25%

20%

15%

10%

5%

0%

FY18-20 averageFY210FY22d*

ROCE Post-IFRS 16ROCE Pre-IFRS 16

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO

17
• The Ullrich brand will be retained to become Vulcan Ullrich

Aluminium

• Vulcan Ullrich Aluminium will be part of Vulcan’s Metals division

• In line with our past acquisitions including Sandvik Australasia

(stainless steel) in 2014, Global Metal/Interlloy (engineering steel)

in 2017 and Horan Steel in 2018, we will adopt an agile approach

to our integration programme

• A steering committee has been established to support the

integration process, with involvement from leaders from the

aluminium division and as well as the wider Vulcan group

• Staff and customer communication is an immediate priority with an

action planning process commencing in parallel

• This process will work through all identified issues and systematically

analyse initiatives needed

• Action plans will be assessed for quality of synergies and placed on

a project timeline before being approved by the steering committee

An agile integration strategy

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO

18
Site optimisation

• Vulcan has 29 sites while Ullrich has 43 sites

across Australasia

• Vulcan and Ullrich have 13 operating

locations where the sites at each location are

within 5 minutes drive of each other

• Potential opportunities to optimise the wider

network footprint



Margin enhancement opportunity

through sales force effectiveness

programme in the aluminium business

• Focus on service to deliver value, rather than the

conventional cost-plus practices in the industry

• Segment and customer selection

Optimisation of aluminium stock

range to improve working capital

efficiency

• 18,000 SKUs* with 1,000 accounting for 70%

of revenue

• Has the potential to release meaningful

working capital and reduce invested capital

requirement over time

The introduction of value

added processing opportunity

for aluminium

• Opportunity to offer value added

processing of aluminium products


Productivity gain

• Optimise duplications

• Leverage the combined pool of

resources to support planned growth


Collaboration

• Growth opportunities through

more hybrid sites and cross selling

collaboration, especially in stainless

and aluminium products

Areas of synergy and improvement

* Stock Keeping Units

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO

19
Expect material upside from

a successful integration

• We are at the formative stage

of our integration process and

intend to provide more details

on earnings and synergies

at the full year result on 24

August 2022

• Vulcan expects the Ullrich

acquisition to be NPAT and

earnings per share accretive

in FY23 pre synergies

• The performance achieved by

the company’s stainless steel

and engineering steel units

post Vulcan’s acquisition of

those businesses are useful

reference of the potential

upside from synergies,

operational improvement, and

the company’s track record

in acquisition over time (see

charts)

VULCAN STAINLESS STEEL EBITDA SINCE ACQN

35

30

25

20

15

10

5

0

FY16FY17FY18FY19FY20FY21

EBITDA (NZ$m)

VULCAN STAINLESS STEEL ROCE SINCE ACQN

45%

40%

35%

30%

25%

20%

15%

10%

5%

0%

FY16FY17FY18FY19FY20FY21

ROCE (%)

VULCAN ENGINEERING STEEL EBITDA SINCE ACQN

50

45

40

35

30

25

20

15

10

5

0

FY16FY17FY18FY19FY20FY21

Stainless Steel EBITDA (NZ$m)Engineering Steel EBITDA (NZ$m)

VULCAN ENGINEERING STEEL ROCE SINCE ACQN

45%

40%

35%

30%

25%

20%

15%

10%

5%

0%

FY16FY17FY18FY19FY20FY21

ROCE (%)

ACQN - Acquisition

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO

20
The transaction will

be fully debt-funded

Funding

• The effective NZ$145m acquisition price (including debt assumed but

excluding the NZ$20m deferred settlement payment for working capital)

will be fully debt-funded

• On completion of the settlement (excluding the working capital

adjustment payments in 2023) on 16 September 2022, Vulcan proforma

net debt to EBITDA cover based on trailing 12 months earnings to 30 June

2022 is projected to be approximately 1.4x

• 60%-80% dividend payout policy retained

VULCAN PROFORMA NET DEBT / EBITDA COVER

1.60

1.40

1.20

1.00

0.80

0.60

0.40

0.20

0.00

Pre-acquisition 30 June 2022Post acquisition settlement 16 Sep 2022

net of deferred payment for working

capital adjustment

1.0

1.4

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO

21
Q&A

ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO

22
VULCAN.CO

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