Hello, and welcome to this Mondi update call. If you'd like to ask a question today, please use the Raise Hand button. We will then allow you to talk and ask your question, so please be ready to unmute yourself at that point. I'll now hand you over to your host for today, Andrew King. Andrew, please go ahead.
Good morning to you all. I'm Andrew King, your Group CEO, and I'm joined by Mike Powell, our CFO. As the operator said, we'll be making a few introductory comments, and then we'll be very happy to take any questions. Again, thank you very much for joining us at short notice today. We're very pleased to be able to announce an agreement to acquire the Western European packaging assets of Schumacher Packaging. The business comprises of seven corrugated plants in Germany, the Netherlands, and the U.K. And in addition, we are buying an integrated niche solid board business comprising of two solid board mills and four solid board converting plants, all in Germany. These, as we'll come on to describe, are very high quality assets with a skilled workforce, a great customer base, and a culture very much aligned to our own.
If I move then on to the next slide. The acquisition is very much in line with our strategy for our corrugated business, which I will remind you, is centered around expanding in our core geographic markets in Europe, investing in cost-advantaged assets, driving an integrated strategy along the value chain, which ensures security of supply for our customers and the ability to optimize our operations, and continuing to partner with our customers to deliver innovative solutions. Schumacher, as I'll come on to explain, very much gives us these opportunities. It strengthens our corrugated converting footprint in Western Europe, with assets that are highly complementary, both broadening our geographic coverage into northwestern Germany, Benelux, and the U.K., and also offering optimization opportunities with our existing strength in southeastern Germany, Austria, Czech Republic, and Poland.
We are excited by the opportunity this brings to both better serve our existing customers and broaden our reach to new customers as a leading player across Northern Europe. It also increases our corrugated converting capacity by over one billion euro... one billion square meters, which includes two state-of-the-art, cost-advantaged mega box plants in Germany, strategically well-located at Ebersdorf and Greven. Greven and other plants have recently benefited from a significant investment program, materially expanding capacity. With the current low utilization rates, this gives us ample room to capture further growth, particularly in the fast-growing e-commerce markets, and by leveraging our existing customer relationships across the combined business. The Greven site enjoys significant economies of scale and latest available technology, giving it strong cost and quality advantages. The location of the corrugated plants provides significant integration opportunities with our leading European container board operations.
This allows us to further optimize our supply chains, drive efficiencies in the upstream businesses, and, as I said earlier, ensure security of supply for our customers. Finally, the transaction is expected to be immediately earnings accretive, with strong upside through realization of cost synergies of EUR 22 million, and the expected ramp-up in capacity utilization over the coming years. Mike will provide a bit more detail on the financial indicators shortly. I'll then move to slide three. I think this map nicely encapsulates both the expanded geographic footprint and where the complementary fit of the combination. You'll see on the slide that the Schumacher plants are highlighted in blue, with our Mondi plant, current Mondi plants in orange. As you can see, the move west from our current central and emerging European plants, offering that better support to our customers in these new locations.
You'll also see the geographic proximity of the Schumacher plants to our own containerboard operations, highlighting that strong vertical integration opportunity I referred to earlier. We then go on to slide four. You'll see also in terms of the product range, it's also very complementary in nature. In the corrugated business, Schumacher's e-commerce and FMCG focus fits squarely with our broad corrugated solutions portfolio. While a niche position, Schumacher's solid board offering complements our range of sustainable packaging solutions, serving a very similar customer base.
The bottom of that slide, we've highlighted in particular the e-commerce packaging offering, where we'll be able to offer our customers a full suite of products from across our corrugated and flexibles business, with the Schumacher solid board envelopes adding to this unique offering, which stretches, as I say, already from our corrugated boxes and envelopes to protective mailers and mailer bags. I'll now hand over to Mike to talk through some of the key financial information.
Thanks, Andrew. Morning, everybody. Thanks for joining. So onto the next slide, if we can. So I trust the financials are clear from the announcement. I have summarized them here. In 2023, the assets we are acquiring from Schumacher delivered an adjusted EBITDA of EUR 66 million.
... 22 million of cost synergies will be realized by the end of year 3, covering areas that the combined business know how to deliver on. Covers areas such as procurement, cost optimization, and vertical integration. And the cash cost to achieve these synergies are approximately 18 million EUR. Earnings per share will be accretive in the first full year of ownership, and strongly accretive thereafter as those volumes ramp up and the synergies are realized in full. And the transaction will be financed from existing facilities, and as such, we retain a good balance sheet strength and flexibility. So with that, I'll hand back to the operator and look forward to the first question. Back to the operator, Oliver.
If you'd like to ask a question today, please use the Raise Hand button. I'll then allow you to talk and ask your question, so please be ready to unmute yourself at that point. Our first question comes from Lars Kjellberg. If you'd like to unmute and ask your question.
Yes, thank you. Just a couple of quick ones. Andrew, you talked about significant integration opportunities. Can you talk to, roughly speaking, what sort of volumes we're talking about to feed the system? And also the entrance into core, you know, the sort of solid board business. I mean, typically, your upstream paper manufacturing has been very, very or is very low cost. Not sure about these assets, if you can make any comments on your competitive position. And then finally, you talked about low operating rates. Where is that at this particular moment? Those are my three questions. Thank you.
Thanks very much, Lars. I think the first and third question are probably linked in terms of the integration. At the moment, the Schumacher assets consume probably around two hundred and fifty thousand tons of container board. Clearly, we are not buying any container board assets, so by definition, that increases our container board consumption about two hundred and fifty thousand tons. I remind you, we are net long, probably about one point eight million tons at the moment. But that is a long kraft liner position and a short test liner position. So test liner, we're probably about three hundred thousand tons short at the moment, so add two fifty thousand tons to that.
But then recognizing that, we have our Duino mill coming online, the first half of next year, that'll add 400-odd thousand tons. So, if you think about it simplistically, then 250 thousand tons, we certainly see a ramp up of that. We refer to EUR 1 billion, 1 billion square meters, of capacity. If you take that in round numbers, that's around 500,000 tons. So clearly, over time, we see consumption of that ramping up quite considerably from this asset base. So, all things considered, effectively, the effect of Duino is neutralized by the increase in consumption from this acquisition. It's not that the two are directly linked, but, it so happens that the math works that way.
And in terms of the solid board position, yeah, I mean, this is very much a niche position. As I say, it complements the offering. The customer base here is very. There's a lot of overlap with the existing customer base served by the Schumacher corrugated business. So it's an interesting niche position, and the solid board mills are very much part of that integrated system. So I agree, they are small mills by comparison to what we would normally be operating, but they work in an integrated fashion with the solid board converting, and it's an interesting niche market. But, and very interestingly for us, it does, as I said earlier, complement our e-commerce offering, in particular, with those solid board envelopes.
So if you look at the spectrum of e-commerce solutions, if you want maximum protection, you use one of our boxes. If you want, you need less protection, but you'd still need a secure, packaging, you can use our paper bags, and then this product would fall neatly in between those two solutions. So we're very excited by that. We've obviously continued to develop or innovate with other solutions for our e-commerce customers. We're very proud to announce a new solution, which you would have seen with Amazon, recently, which involves essentially combining a paper bag and a corrugated technology to produce a protective mailer, which is a new product.
So you can see the type of innovation we're doing in this area, and, you know, this is a nice product which adds to that portfolio and serves a very similar customer base.
Thank you. Our next question comes from Charlie Muir-Sands. Charlie, if you'd like to unmute and go ahead and ask your question.
Good morning, guys. Thank you very much for taking my questions. Just a few modeling ones, really. On the acquisition, how much depreciation do you expect it to add, and what's the marginal cost of debt for the payment, and then on the addition of capacity that you talked about, which I suggest you can, that Schumacher business in corrugated can perhaps eventually double in size from last year. How much of the investment has been done versus how much is still left to do from here?
Thanks, Charlie. Let me take the the sort of techie questions, if I can call them that. The yeah, I mean, listen, depreciation is to be worked through. As you know, there's a whole lot of fun with accountants on acquisitions to get to numbers. But to try to be helpful, I mean, this is a German GAAP business as well. We work in IFRS. We've got to do the acquisition accounting, but you know, it could be around the 40 million mark, but we'll clearly confirm that once we've actually closed the transaction. Marginal cost of debt, I mean, we'll fund this from existing facilities. But if you think of you know, the cost of raising debt today on the bond market, it's sort of between 3 and 4.
But just to be clear, we're funding this from our current facilities. Andrew?
Yes, and then in terms of the investment needs, to be clear, the large investment, which has been the biggest expansion, is in the Greven site. That is complete. It's fully operational. It's a question of ramping up the utilization of that. So there are no further investment needs around those big expansions, so that gives us plenty of capacity and expansion potential with minimal further investment needs.
That's great. And just one follow-up: so your pro forma leverage will still be relatively modest after this deal. From a balance sheet and also from a management bandwidth perspective, do you see the potential to pursue other deals, and is it more of a buyer's market than it's been in the past, or was this just an idiosyncratic opportunity?
Thanks, Charlie. I think, one person's modest is another person's robust. But, no, I fully acknowledge, we, you know, we like to retain capacity to, as you say, move when potentially others can't. As always, we continue to look for opportunities. We've got a great organic growth pipeline that we also very conscious that we are needing to execute on, and we are working very hard on that and going very well on that front. And of course, if we can supplement that with acquisitions, as we have demonstrated today, we will continue to look for those. You know, we've always said we have a lot of optionality in our business in those two verticals of corrugated and flexibles. That, that's where we play.
And corrugated is more specifically within the European context. Flexibles, obviously, we have more of a global offering, particularly in the paper-based side and then in the consumer flexibles in Europe and North America. So these are all markets that we continue to look at. We continue to see structural growth, and clearly, if the right opportunities arise, both strategically and importantly, that meet our valuation criteria, then we'll look at them. But you know, as you well know, there's no way we can put a probability on those outcomes. But we're delighted by you know, today's announcement, and we see a huge opportunity to both integrate and continue to grow the combined business we are creating to by the announcement today.
Thank you.
Thanks.
Our next question comes from Brian Morgan. Brian, if you'd like to unmute and ask your question.
Hi, guys. Thanks very much for the call. Cool acquisition. Just wanna just understand something. You talk about an EBITDA number for 2023. At that time... and then you're talking about what looks like a 50% operating rate. Was that the case in 2023?
Yes, roughly.
Okay. And then can I ask, on the solid board, what's the paper supply situation there? Do you buy in the paper? Is it internally supplied?
No, it's largely internally supplied. It depends on, very specifically on different grades, potentially, but it's largely integrated. So that's why even though you might see those mills as being relatively small, they serve an integrated position, which is a strong niche position.
Okay. And then philosophically, on testliner, would you be looking to neutralize that net short position completely over time, or are you happy to hold a net short position in the long run?
Yeah, I think, I mean, these things never move in lockstep. I mean, what's important to us is firstly being good at each step of the value chain. I think you have to be a good paper maker, you have to be a good box maker first and foremost. If you can layer on the benefits of integration, and there are clear benefits to integration, then that is a strong position to be in. And in particular, integration of what I'd call the bulk grades of recycled containerboard primarily, and to a lesser extent, you know, the bulk kraftliner grades. If you can be balanced, roughly speaking, in that, I think that is a very strong position to be in.
Some of the niche products, the semi-chemical fluting, the white top kraftliners and that we make, you know, we enjoy extremely strong cost positions on those particular cost curves. And these you sell into a global market. We have global sales infrastructure there because of the niche nature of those products, no one is really backward integrated or forward integrated, as the case may be, in those particular products, and we're very comfortable selling into an open market. So I think it depends very much on the product segment. But yes, in the bulk grades, to be roughly neutral over time, I think is a very strong position.
But most importantly, it's also because you want to be physically integrated, which allows you to optimize in terms of security of supply to your end customers. Because even though at the moment, clearly there's an oversupply situation in container board, there are times where, not that long ago, for example, when supply is a challenge, and it becomes a problem for a box maker if you don't have security of supply. But similarly, there's always the opportunity, looking from the paper maker's perspective, to both optimize logistics and supply chain, which effectively, which is, goes to both the box and the paper makers, but also to optimize your paper runs, because if you've got guaranteed and reliable offtake, you can optimize your machines that much better. So there's, you know, there are clear benefits to that integrated position.
Okay, that's cool. Thanks, Andrew. If I could just squeeze one more in. Could you give us a pulse on the current market situation in containerboard and boxes?
No, I'm afraid not. Because, you know, as we highlighted at the end of the announcement, we are on our feet again with you next week at the trading update. So if you wouldn't mind bearing with us, we'll give you chapter and verse next week at the trading update.
That's cool. Thank you, Andrew.
Thanks. Next question.
Our next question comes from Patrick Mann. Patrick, if you'd like to unmute and ask your question.
Hi. Thanks very much for the opportunity, guys. I just wanted to ask to understand, so sounds like the current operating rate is around 50%, and that, you know, potentially doubles from here. Can you give us a sense on the timeline or how we should think about the path from here to full capacity? And then also just the sense or maybe more detail around the synergies. It, you know, given your short testliner, and it doesn't sound like it's paper, but maybe just more information on the source of those EUR 22 million synergies would be helpful. Thank you.
Sure. Yes, I think in terms of the operating rates, one has to be a little bit careful with converting, because it's not like paper machines, where you can clearly define exactly what the operating rate, because you have to have seasonal capacity available, and you'd have different shifts, shift systems, et cetera, et cetera. So but, you know, we try and take that all into account in articulating that number that we referred to in terms of the billion-plus of capacity. And so, yes, you're right. In rough terms, we are, you know, 50% utilized. Clearly, the rate at which we can ramp that up is partly a function of the market and obviously a function of the positioning we have within that market.
We are extremely confident that we have a fantastic position within the market, both in terms of the production base. You know, I've highlighted, for example, this, you know, fantastic facility in Greven, which is a mega plant. I mean, in rough terms, we've got 600 million square meters of capacity there, which is three times your average big plant. So you can understand the scale of the plant. And, you know, that gives you scale benefits. It also has latest technology available to it and a very skilled and, you know, a workforce, which has been working there for a number of years already, and of course, now with the new equipment, has been ramped up as well.
So we firmly believe this is an extremely strong position, coupled with, you know, a very more mature operations in other parts of the Schumacher asset base. And recognizing, you know, the strength of our combined sales infrastructure, which allows us to leverage that capacity to or the spare capacity that is there. And, you know, the opportunities I already alluded to, for example, on the e-commerce side, also, you know, people are always skeptical of the terms of cross-selling, but we do have the ability to leverage these important e-commerce customers by offering them our full suite of product offerings.
And as I say, that introduces a lot of our flexible products into what would be called traditional box customers. So all of these things, we think adds real value, and of course, you know, gives us a lot of upside on the sales front. The synergies are hard cost synergies that you asked about. It's not about plant closures or anything like this. This is very much a growth and optimization story. Yeah, we're very excited by that, but obviously we have both paper integration benefits. We have some overhead opportunities, and of course, we have a lot of procurement opportunities as well.
It's very much a growth story. We're offering, but with the strength and the combination, the synergy should come in over a three-year period.
Thank you very much.
Thank you. Next question, please.
Our next question comes from Pieter Koornhof. Pieter, if you'd like to unmute and ask your question.
... Thank you. Thanks for taking the question. So just two from our side. So firstly, is Mondi already a large supplier to Schumacher? And if so, can you maybe give a sense of how much of the upstream they're buying from you? And then second question is, can you perhaps give a sense of where Schumacher's assets are on the cost curves, respectively in containerboard and in solid board? Then I'm guessing you think you can shift that, especially on the containerboard side, right?
Yeah, thanks for the question, Pieter. If you don't mind, I don't think we should get into the specifics of the sort of commercial relationship we have. Clearly, you know, we have commercial relationships with a number of different players in the industry, both upstream and downstream. But the volumes, you know, we might have been selling into that network are not significant, so there is a bigger opportunity on the integration front, relative to our current positioning. In terms of cost curve, just to be clear, we are not buying any containerboard operations. The capacity we are buying is very much...
The operations we are buying are all in converting, with the exception of in the solid board business, where there are two smaller solid board mills, which supply largely into the captive solid board converting operations. So that is a niche integrated position. But on the corrugated side, it's very much downstream business, which allows us to integrate our own containerboard into that business over time, to the extent that the grades are compatible and the logistics are, you know, beneficial and all the like. But there are no containerboard assets in the corrugated business.
As you know, it's not really defined by cost curves per se, but suffice to say, as I say, with these big mega plants, they are highly efficient, highly cost effective, and we think, enjoy a very strong position. I hope that is clear. Anything else, Pieter, or is that clear?
Sorry, I think I'm muted, but if I'm not, no, that's perfect. Thanks, Andrew.
Thank you.
Our next question comes from Andrew Jones. Andrew, if you'd like to unmute and ask your question.
Hi, gents. I just wanted to ask about the historical financials. Obviously, you cited the EBITDA number for 2023. Quite clearly, that was terrible in terrible year for the industry. Can you give us some context on what the financials looked like in 2022, 2021, like maybe a five-year average, something like that? And if you could, I mean, obviously there's a lot of upside from, you know, from the ramping up of this project. Could you, you know, maybe give us some context for how Schumacher were thinking about the return on capital of that investment or what they expected that to add in EBIT? Can you just give us some context for what, you know, that possibility looks like on a sort of mid-cycle basis on the new capacity? Thank you.
Maybe I'll take the second question, Mike, and refer to the historic financials. I mean, the short answer is, I don't know what Schumacher was expecting in terms of returns, et cetera. I think what's more relevant is what we expect from it, and we certainly expect very strong returns over time as we ramp up capacity, as we generate the synergy opportunity, and as we continue to leverage the strength of the combined offering, which hopefully we've articulated is very compelling. Maybe-
No, and I think that links to your first question, Andy, which is, you know, this business has changed as it's invested, so the history going back all those years isn't that relevant to us. You know, 2023, 2024, and what we can do going forward is how we've looked at this business with Schumacher and the opportunity that creates for all of our stakeholders. Remember, this is a carve-out as well, so there aren't nice financials that you can put a bow around for historical information.
But I think, you know, we've got a lot of confidence in the work we've done with the Schumacher team, and we've certainly got a lot of confidence on what we can do as a combined family going forward. And Andrew's just covered that. Thanks, Andrew.
Maybe just a follow-up. I mean, the total CapEx that was spent on this new asset, can you give us that as a sort of context for, you know, if we assume, like, a mid-teens return, we can probably stick a number on it. What was the CapEx invested on?
I think the recent investment and the significant expansion of Greven in particular, which completed in twenty twenty-two and really only been starting up over the last year or so, was over EUR 100 million.
Yeah. Okay, thanks, operator.
Our next question comes from Ephrem Ravi. Ephrem, if you'd like to unmute and ask your question.
Thank you. Just two questions left. Firstly, can you give a sense as to if there is any rationalizations given some overlap in the footprint? From the map, it looks like in southern Germany, Bavaria and Baden-Württemberg, you've got a couple of plants kind of, you know, in proximity to each other. And in terms of the composition of the synergies, are there any revenue synergies that you expect, you know, in terms of, you know, pricing uplift at certain customers, which possibly was being underpriced, things like that?
... Thank you. The short answer is no. I mean, as I said earlier, I think this is all about growth. When we talk about plant optimization, it's about making sure the right volumes are sold from the right plants, optimizing logistics to our customers. So as you rightly point out, and call it southwest, southeastern Germany, coupled with our Austrian, Czech Republic kind of footprint, we have a lot of opportunity to optimize around that, to be, you know, supplying our combined customer base from the best assets from a, as I say, logistics perspective, from a plant configuration perspective, and the like. So, you know, we're excited by those opportunities, but very clearly it is not about plant closures or anything like that.
It's about optimizing the combined footprint to better serve our customers over time and drive all the innovation opportunities we also see as a combined entity. In terms of revenue synergies, clearly we've only outlined hard cost synergies because, you know, those are the most easy to quantify. We certainly, you know, as we've articulated, see a lot of opportunity from the combined footprint in terms of being able to better serve our customers, to offer that comprehensive offering that straddles all our businesses, frankly, in e-commerce. You know, I come back to that, but it's, you know, it's not just even the boxes and the bags, it's also the paper and our functional coatings products, functional paper and film-coated products where we sell into automated systems.
At e-commerce customers, there's a lot of exciting developments around all of those areas, and so clearly, access to a broader customer base to offer them all of these different solutions is a very exciting proposition for us, and something we are very intent and I think extremely well positioned to leverage over time, so lots of great opportunities around that.
Thank you.
Our next question comes from James Twyman. James, if you'd like to unmute and ask your question.
Yeah. Thank you very much, and thank you for this call, especially given the results are so close. A few questions from me. Firstly, could you give us the last year's sales of the business, and what the differences between EBITDA and adjusted EBITDA was for last year? And then secondly, what would you say is the sort of growth that you would expect this year in sort of production? So if you've got this capacity growth coming through, what would you expect to see in terms of, you know, production growth this year, would you say? And the follow-up that sort of relates to that is, if you're operating at 50% of capacity, how much of that 50% that's spare is the...
Is this new capacity you're talking about, and how much is it sort of latent spare capacity in the existing business? If that makes sense. Thanks.
Yeah, James, let me take, you know, adjusted EBITDA. The reason we've used the word adjusted, which isn't our normal terminology, is because as I said before, this is a, this is a carve-out, and it's in German accounts, so, we've clearly tried to convert as best we can, unaudited, and we've moved it to IFRS, because clearly that's the language we operate in and we talk to our stakeholders in. That's the only reason for using adjusted EBITDA. I think you can de facto read that across as what we would normally call underlying EBITDA, but we have to just recognize it's an adjusted German GAAP number into IFRS and unaudited. Andrew?
Yeah, and I think, in terms of growth this year, I mean, we don't own the business very clearly, and it's inappropriate for us to talk about that until such time as we complete. But we are very confident, you know, that the business goes, will continue to grow, go from strength to strength. They are showing good volume development this year, and we are confident for all the reasons I've already outlined, that we'll show accelerated growth into the future, which is exciting. And related to that, the utilization, clearly most of that, call it excess capacity or latent capacity, is coming from that big expansion at Greven that I've already referred to.
But there is also optimization potential at some of the other sites, which are also, some of which are also relatively newly acquired, and that gives us further opportunities as well.
Our final question.
Very good. So I think... Yeah.
Sorry.
If we could go to the last question. Sorry.
Our final question today comes from Pallav Mittal. Pallav, if you'd like to unmute and ask your question.
Good morning. A couple of questions. Apologies if I've missed this. The first one, the capacity of the acquired asset is around one billion square meters. How much of this is the new capacity which was added at the Greven plant? And secondly, can you comment on the run rate of synergies in year one and two, considering twenty-two million is a three-year synergy number?
Thanks, Pallav. Just to repeat from my last answer, clearly, the majority of the unutilized capacity is as a consequence of the very recent expansion in Greven, but there is also capacity opportunities in some of the other operations as well. As regards to the synergy ramp up, I think we can just say it's over a three-year period. We're not gonna give specifics per year. Very good. I think with that, we've probably taken more than enough of your time, which is unscheduled for today, and we will be back on our feet talking to you again next week. So we don't want to bore you too much with the sounds of our voices.
We'll have the opportunity to speak again next week on the current trading environment and outlook in the short term. So again, I'd just like to remind you to conclude that, you know, we're delighted to announce this acquisition. It significantly increases our corrugated converting capacity, it extends our reach across Western Europe, offers strong downstream integration opportunities, and it most importantly, broadens our customer offering, and also adds that complementary fiber-based solid board offering. So we firmly believe this enhances our customer proposition and provides a strong platform for further growth. So with that, I thank you very much for your interest and wish you a good-