Vulcan acquisition of Ullrich Aluminium presentation
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
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Agenda
Transaction Summary
Rationale
Industry and Ullrich Business Overview
Integration, Synergies and Financial Impact
Funding and Dividend Payout Policy
ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO
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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
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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
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Overview
Vulcan is the only Australasian-wide, pure-play, value
Industry & Ullrich Business
VULCAN.COULLRICH ALUMINIUM ACQUISITION
ULLRICH ALUMINIUM ACQUISITIONVULCAN.CO
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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
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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
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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
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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
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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
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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
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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
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• 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
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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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