Constellium SE 6-K, filed Feb 21, 2024
Constellium SE (CSTM)
About this 6-K
Constellium SE filed this 6-K on February 21, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2024
Commission File Number: 001-35931
Constellium SE
(Translation of registrant’s name into English)
| Washington Plaza, | 300 East Lombard Street | |
| 40-44 rue Washington | Suite 1710 | |
| 75008 Paris | Baltimore, MD 21202 | |
| France | United States | |
| (Head Office) |
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes ☐ No ☒
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached hereto as Exhibit 99.1 is a copy of the press release of Constellium SE (the “Company”), dated February 21, 2024, announcing its financial results for the fourth quarter and fiscal year ended December 31, 2023.
Attached hereto as Exhibit 99.2 is a copy of a presentation of the Company, dated February 21, 2024, summarizing its financial results for the fourth quarter and fiscal year ended December 31, 2023.
Exhibit Index
| No. | Description | |
| 99.1 | Press Release issued by Constellium SE on February 21, 2024. | |
| 99.2 | Presentation posted by Constellium SE on February 21, 2024. | |
The information contained in Exhibit 99.1 of this Form 6-K (except for the second and third paragraphs containing certain quotes by the Chief Executive Officer, and the section titled “Outlook”), is incorporated by reference into any offering circular or registration statement (or into any prospectus that forms a part thereof) filed by Constellium SE with the Securities and Exchange Commission. Exhibit 99.2 is not incorporated by reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CONSTELLIUM SE (Registrant) | ||||||
| February 21, 2024 | By: | /s/ Jack Guo | ||||
| Name: | Jack Guo | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
Constellium Reports Fourth Quarter and Full Year 2023 Results; Announces $300 Million Share Repurchase Program
Paris, February 21, 2024 – Constellium SE (NYSE: CSTM) (“Constellium” or the “Company”) today reported results for the fourth quarter and full year ended December 31, 2023.
Fourth quarter 2023 highlights:
| • | Shipments of 336 thousand metric tons, down 9% compared to Q4 2022 |
| • | Revenue of €1.6 billion, down 13% compared to Q4 2022 |
| • | Value-Added Revenue (VAR) of €681 million, down 2% compared to Q4 2022 |
| • | Net income of €11 million compared to net income of €30 million in Q4 2022 |
| • | Adjusted EBITDA of €171 million, up 15% compared to Q4 2022 |
| • | Cash from Operations of €185 million and Free Cash Flow of €58 million |
Full year 2023 highlights:
| • | Shipments of 1.5 million metric tons, down 6% compared to 2022 |
| • | Revenue of €7.2 billion, down 11% compared to 2022 |
| • | VAR of €2.9 billion, up 7% compared to 2022 |
| • | Net income of €129 million compared to net income of €308 million in 2022 |
| • | Adjusted EBITDA of €713 million, up 6% compared to 2022 |
| • | Cash from Operations of €506 million and Free Cash Flow of €170 million |
| • | Adjusted Return on Invested Capital (Adjusted ROIC) of 11.3%, up 30 bps compared to 2022 |
| • | Net debt / LTM Adjusted EBITDA of 2.3x at December 31, 2023 |
Other highlights:
| • | The Company today announces a three-year share repurchase program of up to $300 million expiring in December 2026 |
Jean-Marc Germain, Constellium’s Chief Executive Officer said, “Constellium delivered strong results in 2023, and I want to thank each of our 12,000 employees for their commitment and relentless focus on safety and serving our customers. 2023 was another year full of challenges including significant inflationary pressures and demand headwinds in several end markets. Despite these challenges, we achieved record Adjusted EBITDA of €713 million, including record results in our A&T segment. We also generated strong Free Cash Flow of €170 million and reduced our leverage to 2.3x.”
Mr. Germain continued, “Looking ahead to 2024, we expect aerospace demand to remain strong as the post-pandemic recovery continues. In packaging, canstock demand has stabilized in recent quarters and we are expecting modest growth versus last year. In automotive, despite some demand deceleration in the second half of 2023, we expect demand to remain healthy this year. We continue to experience weakness in most industrial markets to start the year. We are expecting inflationary pressures to continue in 2024, though at a lower rate than the last two years. We are confident in our ability to continue to offset a substantial portion of the impact with an improved top line and our relentless focus on cost control.”
Mr. Germain concluded, “While uncertainties persist on the macroeconomic and geopolitical fronts, we like our end market positioning and we are optimistic about our prospects for this year and beyond. Some of our end markets have continued to experience softness to start the year and the extreme cold weather and snow in January also impacted operations at Muscle Shoals, which we expect will lead to a weaker first quarter in 2024. Despite these challenges, based on our current outlook, we expect to achieve Adjusted EBITDA, which excludes the non-cash impact of metal price lag, of €740 million to €770 million and Free Cash Flow in excess of €130 million in 2024. We remain confident in our ability to deliver on our long-term target of Adjusted EBITDA, which excludes the non-cash impact of metal price lag, of over €800 million in 2025. As we are now within our target leverage range, I am also pleased to announce that our Board has authorized a three-year share repurchase program of up to $300 million expiring in December 2026. Our focus remains on executing our strategy and increasing shareholder value.”
2
Group Summary
| Q4 2023 |
Q4 2022 |
Var. | FY 2023 |
FY 2022 |
Var. | |||||||||||||||||||
| Shipments (k metric tons) |
336 | 368 | (9 | )% | 1,492 | 1,580 | (6 | )% | ||||||||||||||||
| Revenue (€ millions) |
1,613 | 1,844 | (13 | )% | 7,239 | 8,120 | (11 | )% | ||||||||||||||||
| VAR (€ millions) |
681 | 696 | (2 | )% | 2,924 | 2,725 | 7 | % | ||||||||||||||||
| Net income (€ millions) |
11 | 30 | n.m. | 129 | 308 | n.m. | ||||||||||||||||||
| Adjusted EBITDA (€ millions) |
171 | 148 | 15 | % | 713 | 673 | 6 | % | ||||||||||||||||
| Adjusted EBITDA per metric ton (€) |
509 | 403 | 26 | % | 478 | 426 | 12 | % | ||||||||||||||||
The difference between the sum of reported segment revenue and total group revenue includes revenue from certain non-core activities and inter-segment eliminations. The difference between the sum of reported segment Adjusted EBITDA and the Group Adjusted EBITDA is related to Holdings and Corporate.
For the fourth quarter of 2023, shipments of 336 thousand metric tons decreased 9% compared to the fourth quarter of 2022 due to lower shipments in each of our segments. Revenue of €1.6 billion decreased 13% compared to the fourth quarter of the prior year primarily due to lower shipments and lower metal prices, partially offset by improved price and mix. VAR of €681 million decreased 2% compared to the fourth quarter of the prior year primarily due to lower shipments, unfavorable metal impacts, the sale of Constellium Extrusions Deutschland GmbH (“CED”) in September 2023 and unfavorable foreign exchange translation, partially offset by improved price and mix. Net income of €11 million decreased by €19 million compared to net income of €30 million in the fourth quarter of 2022. Adjusted EBITDA of €171 million increased 15% compared to the fourth quarter of last year due to stronger results in our A&T and P&ARP segments, partially offset by weaker results in our AS&I segment.
For the full year of 2023, shipments of 1.5 million metric tons decreased 6% compared to the full year of 2022 primarily due to lower shipments in the P&ARP and AS&I segments. Revenue of €7.2 billion decreased 11% compared to the full year of 2022 primarily due to lower shipments and lower metal prices, partially offset by improved price and mix. VAR of €2.9 billion increased 7% compared to the full year of 2022 primarily due to improved price and mix, partially offset by lower shipments, unfavorable metal impacts and unfavorable foreign exchange translation. Net income of €129 million decreased €179 million compared to net income of €308 million in the full year of 2022. Adjusted EBITDA of €713 million increased 6% compared to the full year of 2022 due to stronger results in our A&T segment, partially offset by weaker results in our P&ARP and AS&I segments.
3
Results by Segment
Packaging & Automotive Rolled Products (P&ARP)
| Q4 2023 |
Q4 2022 |
Var. | FY 2023 |
FY 2022 |
Var. | |||||||||||||||||||
| Shipments (k metric tons) |
238 | 254 | (6 | )% | 1,030 | 1,089 | (5 | )% | ||||||||||||||||
| Revenue (€ millions) |
865 | 1,008 | (14 | )% | 3,898 | 4,664 | (16 | )% | ||||||||||||||||
| Adjusted EBITDA (€ millions) |
82 | 71 | 16 | % | 283 | 326 | (13 | )% | ||||||||||||||||
| Adjusted EBITDA per metric ton (€) |
345 | 278 | 24 | % | 274 | 299 | (8 | )% | ||||||||||||||||
For the fourth quarter of 2023, Adjusted EBITDA of €82 million increased 16% compared to the fourth quarter of 2022 primarily due to improved price and mix and improved overall costs, partially offset by lower shipments. Higher operating costs were more than offset by favorable metal costs, favorable inflation and energy-related government grants. Shipments of 238 thousand metric tons decreased 6% compared to the fourth quarter of the prior year due to lower shipments of packaging and specialty rolled products, partially offset by higher shipments of automotive rolled products. Revenue of €865 million decreased 14% compared to the fourth quarter of 2022 primarily due to lower shipments and lower metal prices.
For the full year of 2023, Adjusted EBITDA of €283 million decreased 13% compared to the full year of 2022 as a result of lower shipments and higher operating costs mainly due to inflation, operating challenges at our Muscle Shoals facility and unfavorable metal costs, partially offset by improved price and mix. Shipments of 1.0 million metric tons decreased 5% compared to the full year of 2022 due to lower shipments of packaging and specialty rolled products, partially offset by higher shipments of automotive rolled products. Revenue of €3.9 billion decreased 16% compared to the full year of 2022 primarily due to lower shipments and lower metal prices, partially offset by improved price and mix.
Aerospace & Transportation (A&T)
| Q4 2023 |
Q4 2022 |
Var. | FY 2023 |
FY 2022 |
Var. | |||||||||||||||||||
| Shipments (k metric tons) |
48 | 53 | (9 | )% | 219 | 223 | (2 | )% | ||||||||||||||||
| Revenue (€ millions) |
408 | 422 | (3 | )% | 1,728 | 1,700 | 2 | % | ||||||||||||||||
| Adjusted EBITDA (€ millions) |
76 | 56 | 36 | % | 324 | 217 | 50 | % | ||||||||||||||||
| Adjusted EBITDA per metric ton (€) |
1,583 | 1,079 | 47 | % | 1,475 | 976 | 51 | % | ||||||||||||||||
4
For the fourth quarter of 2023, Adjusted EBITDA of €76 million increased 36% compared to the fourth quarter of 2022 primarily due to improved price and mix, partially offset by lower shipments and higher operating costs. Shipments of 48 thousand metric tons decreased 9% compared to the fourth quarter of 2022 on higher shipments of aerospace rolled products, more than offset by lower shipments of transportation, industry and defense (TID) rolled products. Revenue of €408 million decreased 3% compared to the fourth quarter of 2022 primarily due to lower shipments and lower metal prices, partially offset by improved price and mix.
For the full year of 2023, Adjusted EBITDA of €324 million increased 50% compared to the full year of 2022 primarily due to improved price and mix, partially offset by higher operating costs mainly due to inflation and increased activity levels. Shipments of 219 thousand metric tons decreased 2% compared to the full year of 2022 on higher shipments of aerospace rolled products, more than offset by lower shipments of TID rolled products. Revenue of €1.7 billion increased 2% compared to the full year of 2022 primarily due to improved price and mix, partially offset by lower metal prices.
Automotive Structures & Industry (AS&I)
| Q4 2023 |
Q4 2022 |
Var. | FY 2023 |
FY 2022 |
Var. | |||||||||||||||||||
| Shipments (k metric tons) |
50 | 61 | (17 | )% | 243 | 268 | (9 | )% | ||||||||||||||||
| Revenue (€ millions) |
334 | 428 | (22 | )% | 1,630 | 1,861 | (12 | )% | ||||||||||||||||
| Adjusted EBITDA (€ millions) |
25 | 31 | (22 | )% | 133 | 149 | (11 | )% | ||||||||||||||||
| Adjusted EBITDA per metric ton (€) |
500 | 514 | (3 | )% | 545 | 557 | (2 | )% | ||||||||||||||||
For the fourth quarter of 2023, Adjusted EBITDA of €25 million decreased 22% compared to the fourth quarter of 2022 primarily due to lower shipments and higher costs, partially offset by improved price and mix. Shipments of 50 thousand metric tons decreased 17% compared to the fourth quarter of 2022 on stable shipments of automotive extruded products and lower shipments of other extruded products including the impact from the sale of CED in September 2023. Revenue of €334 million decreased 22% compared to the fourth quarter of 2022 primarily due to lower shipments and lower metal prices, partially offset by improved price and mix.
For the full year of 2023, Adjusted EBITDA of €133 million decreased 11% compared to the full year of 2022 primarily due to lower shipments and higher operating costs mainly due to inflation, partially offset by improved price and mix. Shipments of 243 thousand metric tons decreased 9% compared to the full year of 2022 due to lower shipments of other extruded products including the impact from the sale of CED in September 2023, partially offset by higher shipments of automotive extruded products. Revenue of €1.6 billion decreased 12% compared to the full year of 2022 primarily due to lower shipments and lower metal prices, partially offset by improved price and mix.
5
Net Income
For the fourth quarter of 2023, net income of €11 million compares to net income of €30 million in the fourth quarter of the prior year. The decrease in net income is primarily related to gains on OPEB and pension plan amendments recorded in 2022 and higher tax expense, partially offset by higher gross profit.
For the full year of 2023, net income of €129 million compares to net income of €308 million in the prior year. The decrease in net income is primarily related to the recognition in the prior year of previously unrecognized deferred tax assets of €154 million, gains on OPEB and pension plan amendments recorded in 2022, higher selling and administrative expenses and higher tax expense, partially offset by higher gross profit and a gain related to the sale of CED in September 2023.
Cash Flow
Free Cash Flow was €170 million in the full year of 2023 compared to €182 million in the prior year, reflecting a €55 million increase in cash flows from operating activities which was more than offset by increased capital expenditures as we continue to invest in maintaining and growing our manufacturing asset base including our recycling and casting investment in Neuf Brisach, France.
Cash flows from operating activities were €506 million for the full year of 2023 compared to cash flows from operating activities of €451 million in the prior year.
Cash flows used in investing activities were €288 million for the full year of 2023 compared to cash flows used in investing activities of €270 million in the prior year. In 2023, cash flows used in investing activities included €47 million of net proceeds from the sale of CED in September 2023.
Cash flows used in financing activities were €182 million for the full year of 2023 compared to cash flows used in financing activities of €163 million in the prior year. In 2023, Constellium used cash on the balance sheet to reduce short-term borrowings and to redeem $50 million of the $300 million outstanding aggregate principal amount of its 5.875% Senior Notes due 2026. In 2022, Constellium drew on the Pan-U.S. ABL due 2026 and used the proceeds and cash on the balance sheet to repay the €180 million PGE French Facility due 2022 and the CHF 15 million Swiss Facility due 2025.
6
Liquidity and Net Debt
Liquidity at December 31, 2023 was €737 million, comprised of €202 million of cash and cash equivalents and €535 million available under our committed lending facilities and factoring arrangements.
Net debt was €1,664 million at December 31, 2023 compared to €1,891 million at December 31, 2022.
Outlook
Based on our current outlook, we expect Adjusted EBITDA, which excludes the non-cash impact of metal price lag, to be in the range of €740 million to €770 million and Free Cash Flow in excess of €130 million in 2024.
We are not able to provide a reconciliation of this Adjusted EBITDA guidance to net income, the comparable GAAP measure, because certain items that are excluded from Adjusted EBITDA cannot be reasonably predicted or are not in our control. In particular, we are unable to forecast the timing or magnitude of realized and unrealized gains and losses on derivative instruments, metal price lag, impairment or restructuring charges, or taxes, without unreasonable efforts, and these items could significantly impact, either individually or in the aggregate, future net income.
Recent Developments
Share Repurchase Program
Constellium today announces that the Board of Directors has authorized a three-year share repurchase program of up to $300 million of the Company’s outstanding shares of common stock, expiring on December 31, 2026.
Under this program, the Company may purchase shares from time to time for cash in open market transactions or in privately-negotiated transactions, in accordance with applicable state and federal securities laws and in compliance with applicable provisions of French corporate law, and it may make all or part of the purchases pursuant to Rule 10b5-1 plans. The timing and the amount of repurchases, if any, will be determined based on the Company’s evaluation of market conditions, capital allocation alternatives and other factors. The share repurchase program does not require the Company to acquire any dollar amount or number of shares of CSTM common stock and may be modified, suspended, extended or terminated by the Company’s Board of Directors at any time without prior notice.
The Company intends to use a portion of the repurchased shares under this new program to satisfy employee equity obligations in lieu of issuing new shares, which would limit future dilution for its shareholders.
7
Changes to the Presentation of Certain Non-GAAP Financial Measures
Constellium today announces future changes to the presentation of certain Non-GAAP financial measures. Such announcement is being made to provide investors and other stakeholders with an opportunity to become familiar with the expected impact of these changes to the Company’s presentation of financial results in advance of the Company’s earnings release for the first quarter 2024, where the changes will be implemented. These changes are based on discussions with the staff of the Securities and Exchange Commission (SEC) during a comment letter review process which began in late 2023.
Following the SEC review process, the Company has determined that it will no longer report VAR, a Non-GAAP financial measure.
Based on discussions with the SEC, the Company has also decided to revise its definition of Adjusted EBITDA, a Non-GAAP financial measure, to no longer exclude the non-cash impact of metal price lag from its Adjusted EBITDA. Constellium will continue to exclude the non-cash impact of metal price lag from its Segment Adjusted EBITDA, which it uses for evaluating the performance of its operating segments. As a reminder, consolidated Adjusted EBITDA following the revision of its definition, less the non-cash impact of metal price lag, is equal to consolidated Adjusted EBITDA prior to the revision of its definition. Constellium will continue to provide its investors and other stakeholders with the necessary information to explain the non-cash impact of metal price lag on its reported results. The Company will continue to provide Adjusted EBITDA guidance excluding the non-cash impact of metal price lag, and leverage will continue to be calculated as Net debt divided by Adjusted EBITDA, excluding metal price lag. For comparability, please refer to the table below to see a reconciliation of prior periods’ Adjusted EBITDA under the old definition to the new definition, including the metal price lag adjustment in each period.
8
| For the years ended December 31, | ||||||||||||||||||||
| (in millions of Euros) |
2023 | 2022 | 2021 | 2020 | 2019 | |||||||||||||||
| Net income |
129 | 308 | 262 | (17 | ) | 64 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Income tax expense / (benefit) |
67 | (105 | ) | 55 | (17 | ) | 18 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Income before tax |
196 | 203 | 317 | (34 | ) | 82 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Finance costs - net |
141 | 131 | 167 | 159 | 175 | |||||||||||||||
| Share of income of joint-ventures |
— | — | — | — | (2 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Income from operations |
337 | 334 | 484 | 125 | 255 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Depreciation and amortization |
294 | 287 | 267 | 259 | 256 | |||||||||||||||
| Impairment of assets |
— | — | — | 43 | — | |||||||||||||||
| Restructuring costs |
— | 1 | 3 | 13 | 4 | |||||||||||||||
| Unrealized (gains) / losses on derivatives |
3 | 46 | (35 | ) | (16 | ) | (33 | ) | ||||||||||||
| Unrealized exchange losses / (gains) from the remeasurement of monetary assets and liabilities – net |
2 | 1 | (1 | ) | (1 | ) | — | |||||||||||||
| Losses / (gains) on pension plan amendments |
— | (47 | ) | 32 | 2 | (1 | ) | |||||||||||||
| Share based compensation costs |
20 | 18 | 15 | 15 | 16 | |||||||||||||||
| Start-up and development costs |
— | — | — | 5 | 11 | |||||||||||||||
| (Gains) / losses on disposal |
(29 | ) | 4 | 3 | 4 | 3 | ||||||||||||||
| Bowling Green one-time cost related to the acquisition |
— | — | — | — | 5 | |||||||||||||||
| Other |
— | — | — | 8 | — | |||||||||||||||
| Metal price lag |
86 | 29 | (187 | ) | 8 | 46 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Adjusted EBITDA (current) |
713 | 673 | 581 | 465 | 562 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| less: Metal price lag |
(86 | ) | (29 | ) | 187 | (8 | ) | (46 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Adjusted EBITDA (future) |
627 | 644 | 768 | 457 | 516 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
9
| For the three months ended | ||||||||||||||||
| (in millions of Euros) |
December 31, 2023 |
September 30, 2023 |
June 30, 2023 |
March 31, 2023 |
||||||||||||
| Net income |
11 | 64 | 32 | 22 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income tax expense / (benefit) |
32 | 18 | 12 | 5 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before tax |
43 | 82 | 44 | 27 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Finance costs - net |
35 | 36 | 35 | 35 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income from operations |
78 | 118 | 79 | 62 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Depreciation and amortization |
73 | 77 | 72 | 72 | ||||||||||||
| Unrealized (gains) / losses on derivatives |
(2 | ) | (23 | ) | 20 | 8 | ||||||||||
| Unrealized exchange losses / (gains) from the remeasurement of monetary assets and liabilities – net |
2 | — | 1 | (1 | ) | |||||||||||
| Share based compensation costs |
5 | 5 | 7 | 3 | ||||||||||||
| Losses / (gains) on disposal |
1 | (36 | ) | — | 6 | |||||||||||
| Metal price lag |
14 | 27 | 30 | 16 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA (current) |
171 | 168 | 209 | 166 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| less: Metal price lag |
(14 | ) | (27 | ) | (30 | ) | (16 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA (future) |
157 | 141 | 179 | 150 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Forward-looking statements
Certain statements contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This press release may contain “forward-looking statements” with respect to our business, results of operations and financial condition, and our expectations or beliefs concerning future events and conditions. You can identify forward-looking statements because they contain words such as, but not limited to, “believes,” “expects,” “may,” “should,” “approximately,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” likely,” “will,” “would,” “could” and similar expressions (or the negative of these terminologies or expressions). All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in our industry and markets, while others are more specific to our business and operations. These risks and uncertainties include, but are not limited to: market competition; economic downturn; disruption to business operations; the Russian war on Ukraine and other geopolitical tensions; the inability to meet customer demand and quality requirements; the loss of key customers, suppliers or other business relationships; supply disruptions; excessive inflation; the capacity and effectiveness of our hedging policy activities; the loss of key employees; levels of indebtedness which could limit our operating flexibility and opportunities; and other risk factors set forth under the heading “Risk Factors” in our Annual Report on Form 20-F, and as described from time to time in subsequent reports filed with the U.S. Securities and Exchange Commission. The occurrence of the events described and the achievement of the expected results depend on many events, some or all of which are not predictable or within our control. Consequently, actual results may differ materially from the forward-looking statements contained in this press release. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.
10
About Constellium
Constellium (NYSE: CSTM) is a global sector leader that develops innovative, value-added aluminium products for a broad scope of markets and applications, including packaging, automotive and aerospace. Constellium generated €7.2 billion of revenue in 2023.
Constellium’s earnings materials for the fourth quarter and full year ended December 31, 2023 are also available on the company’s website (www.constellium.com).
11
CONSOLIDATED INCOME STATEMENT (UNAUDITED)
| Three months ended December 31, |
Year ended December 31, | |||||||||||||||
| (in millions of Euros) |
2023 | 2022 | 2023 | 2022 | ||||||||||||
| Revenue |
1,613 | 1,844 | 7,239 | 8,120 | ||||||||||||
| Cost of sales |
(1,435 | ) | (1,737 | ) | (6,529 | ) | (7,448 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit |
178 | 107 | 710 | 672 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Selling and administrative expenses |
(81 | ) | (76 | ) | (302 | ) | (282 | ) | ||||||||
| Research and development expenses |
(15 | ) | (16 | ) | (52 | ) | (48 | ) | ||||||||
| Other gains and losses - net |
(4 | ) | 45 | (19 | ) | (8 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income from operations |
78 | 60 | 337 | 334 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Finance costs - net |
(35 | ) | (33 | ) | (141 | ) | (131 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before tax |
43 | 27 | 196 | 203 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income tax (expense) / benefit |
(32 | ) | 3 | (67 | ) | 105 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
11 | 30 | 129 | 308 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income attributable to: |
||||||||||||||||
| Equity holders of Constellium |
10 | 28 | 125 | 301 | ||||||||||||
| Non-controlling interests |
1 | 2 | 4 | 7 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
11 | 30 | 129 | 308 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Earnings per share attributable to the equity holders of Constellium, (in Euros) |
||||||||||||||||
| Basic |
0.07 | 0.20 | 0.85 | 2.10 | ||||||||||||
| Diluted |
0.07 | 0.20 | 0.84 | 2.06 | ||||||||||||
| Weighted average number of shares, (in thousands) |
||||||||||||||||
| Basic |
146,820 | 144,302 | 146,130 | 143,626 | ||||||||||||
| Diluted |
149,236 | 146,606 | 149,236 | 146,606 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
12
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME / (LOSS) (UNAUDITED)
| Three months ended December 31, |
Year ended December 31, | |||||||||||||||
| (in millions of Euros) |
2023 | 2022 | 2023 | 2022 | ||||||||||||
| Net income |
11 | 30 | 129 | 308 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other comprehensive (loss) / income |
||||||||||||||||
| Items that will not be reclassified subsequently to the consolidated income statement | ||||||||||||||||
| Remeasurement on post-employment benefit obligations |
(46 | ) | (24 | ) | (16 | ) | 157 | |||||||||
| Income tax on remeasurement on post-employment benefit obligations |
10 | 4 | 2 | (35 | ) | |||||||||||
| Items that may be reclassified subsequently to the consolidated income statement | ||||||||||||||||
| Cash flow hedges |
9 | 19 | 7 | (8 | ) | |||||||||||
| Income tax on cash flow hedges |
(2 | ) | (5 | ) | (1 | ) | 2 | |||||||||
| Currency translation differences |
(33 | ) | (68 | ) | (26 | ) | 21 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other comprehensive (loss) / income |
(62 | ) | (74 | ) | (34 | ) | 137 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total comprehensive (loss) / income |
(51 | ) | (44 | ) | 95 | 445 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Attributable to: |
||||||||||||||||
| Equity holders of Constellium |
(51 | ) | (44 | ) | 92 | 439 | ||||||||||
| Non-controlling interests |
— | — | 3 | 6 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total comprehensive (loss) / income |
(51 | ) | (44 | ) | 95 | 445 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
13
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
| (in millions of Euros) |
At December 31, 2023 | At December 31, 2022 | ||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
202 | 166 | ||||||
| Trade receivables and other |
490 | 539 | ||||||
| Inventories |
1,098 | 1,320 | ||||||
| Other financial assets |
30 | 31 | ||||||
|
|
|
|
|
|||||
| 1,820 | 2,056 | |||||||
|
|
|
|
|
|||||
| Non-current assets |
||||||||
| Property, plant and equipment |
2,047 | 2,017 | ||||||
| Goodwill |
462 | 478 | ||||||
| Intangible assets |
47 | 54 | ||||||
| Deferred tax assets |
252 | 271 | ||||||
| Trade receivables and other |
31 | 43 | ||||||
| Other financial assets |
2 | 8 | ||||||
|
|
|
|
|
|||||
| 2,841 | 2,871 | |||||||
|
|
|
|
|
|||||
| Assets of disposal group classified as held for sale |
— | 14 | ||||||
|
|
|
|
|
|||||
| Total Assets |
4,661 | 4,941 | ||||||
|
|
|
|
|
|||||
| Liabilities |
||||||||
| Current liabilities |
||||||||
| Trade payables and other |
1,263 | 1,467 | ||||||
| Borrowings |
54 | 148 | ||||||
| Other financial liabilities |
34 | 41 | ||||||
| Income tax payable |
19 | 16 | ||||||
| Provisions |
18 | 21 | ||||||
|
|
|
|
|
|||||
| 1,388 | 1,693 | |||||||
|
|
|
|
|
|||||
| Non-current liabilities |
||||||||
| Trade payables and other |
59 | 43 | ||||||
| Borrowings |
1,814 | 1,908 | ||||||
| Other financial liabilities |
8 | 14 | ||||||
| Pension and other post-employment benefit obligations |
411 | 403 | ||||||
| Provisions |
89 | 90 | ||||||
| Deferred tax liabilities |
28 | 28 | ||||||
|
|
|
|
|
|||||
| 2,409 | 2,486 | |||||||
|
|
|
|
|
|||||
| Liabilities of disposal group classified as held for sale |
— | 10 | ||||||
|
|
|
|
|
|||||
| Total Liabilities |
3,797 | 4,189 | ||||||
|
|
|
|
|
|||||
| Equity |
||||||||
| Share capital |
3 | 3 | ||||||
| Share premium |
420 | 420 | ||||||
| Retained earnings and other reserves |
420 | 308 | ||||||
|
|
|
|
|
|||||
| Equity attributable to equity holders of Constellium |
843 | 731 | ||||||
| Non-controlling interests |
21 | 21 | ||||||
|
|
|
|
|
|||||
| Total Equity |
864 | 752 | ||||||
|
|
|
|
|
|||||
| Total Equity and Liabilities |
4,661 | 4,941 | ||||||
|
|
|
|
|
|||||
14
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
| (in millions of Euros) |
Share capital |
Share premium |
Re- measurement |
Cash flow hedges |
Foreign currency translation reserve |
Other reserves |
Retained earnings |
Total | Non- controlling interests |
Total equity |
||||||||||||||||||||||||||||||
| At January 1, 2023 |
3 | 420 | 28 | (10 | ) | 41 | 101 | 148 | 731 | 21 | 752 | |||||||||||||||||||||||||||||
| Net income |
— | — | — | — | — | — | 125 | 125 | 4 | 129 | ||||||||||||||||||||||||||||||
| Other comprehensive (loss) / income |
— | — | (14 | ) | 6 | (25 | ) | — | — | (33 | ) | (1 | ) | (34 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total comprehensive (loss) / income |
— | — | (14 | ) | 6 | (25 | ) | — | 125 | 92 | 3 | 95 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Share-based compensation |
— | — | — | — | — | 20 | — | 20 | — | 20 | ||||||||||||||||||||||||||||||
| Other |
— | — | (1 | ) | — | — | — | 1 | — | — | — | |||||||||||||||||||||||||||||
| Transactions with non-controlling interests |
— | — | — | — | — | — | — | — | (3 | ) | (3 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| At December 31, 2023 |
3 | 420 | 13 | (4 | ) | 16 | 121 | 274 | 843 | 21 | 864 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| (in millions of Euros) |
Share capital |
Share premium |
Re- measurement |
Cash flow hedges |
Foreign currency translation reserve |
Other reserves |
Retained (deficit) / earnings |
Total | Non- controlling interests |
Total equity |
||||||||||||||||||||||||||||||
| At January 1, 2022 |
3 | 420 | (94 | ) | (4 | ) | 19 | 83 | (153 | ) | 274 | 17 | 291 | |||||||||||||||||||||||||||
| Net income |
— | — | — | — | — | — | 301 | 301 | 7 | 308 | ||||||||||||||||||||||||||||||
| Other comprehensive income / (loss) |
— | — | 122 | (6 | ) | 22 | — | — | 138 | (1 | ) | 137 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total comprehensive income / (loss) |
— | — | 122 | (6 | ) | 22 | — | 301 | 439 | 6 | 445 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Share-based compensation |
— | — | — | — | — | 18 | — | 18 | — | 18 | ||||||||||||||||||||||||||||||
| Transactions with non-controlling interests |
— | — | — | — | — | — | — | — | (2 | ) | (2 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| At December 31, 2022 |
3 | 420 | 28 | (10 | ) | 41 | 101 | 148 | 731 | 21 | 752 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
15
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
| Three months ended December 31, |
Year ended December 31, | |||||||||||||||
| (in millions of Euros) |
2023 | 2022 | 2023 | 2022 | ||||||||||||
| Net income |
11 | 30 | 129 | 308 | ||||||||||||
| Adjustments |
||||||||||||||||
| Depreciation and amortization |
73 | 78 | 294 | 287 | ||||||||||||
| Pension and other post-employment benefits service costs |
7 | (40 | ) | 23 | (22 | ) | ||||||||||
| Finance costs - net |
35 | 33 | 141 | 131 | ||||||||||||
| Income tax expense / (benefit) |
32 | (3 | ) | 67 | (105 | ) | ||||||||||
| Unrealized losses / (gains) on derivatives - net and from remeasurement of monetary assets and liabilities - net |
— | (20 | ) | 5 | 47 | |||||||||||
| Losses / (gains) on disposal |
1 | 2 | (29 | ) | 4 | |||||||||||
| Other - net |
5 | 5 | 20 | 17 | ||||||||||||
| Change in working capital |
||||||||||||||||
| Inventories |
19 | (3 | ) | 194 | (241 | ) | ||||||||||
| Trade receivables |
146 | 247 | 55 | 155 | ||||||||||||
| Trade payables |
(67 | ) | (165 | ) | (190 | ) | 41 | |||||||||
| Other |
(25 | ) | 10 | (5 | ) | 13 | ||||||||||
| Change in provisions |
(2 | ) | (3 | ) | (5 | ) | (10 | ) | ||||||||
| Pension and other post-employment benefits paid |
(9 | ) | (11 | ) | (39 | ) | (44 | ) | ||||||||
| Interest paid |
(27 | ) | (28 | ) | (123 | ) | (113 | ) | ||||||||
| Income tax paid |
(14 | ) | (4 | ) | (31 | ) | (17 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net cash flows from operating activities |
185 | 128 | 506 | 451 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Purchases of property, plant and equipment |
(127 | ) | (109 | ) | (337 | ) | (273 | ) | ||||||||
| Property, plant and equipment grants received |
— | 3 | 1 | 4 | ||||||||||||
| Proceeds from disposals, net of cash |
— | — | 48 | — | ||||||||||||
| Other investing activities |
— | (1 | ) | — | (1 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net cash flows used in investing activities |
(127 | ) | (107 | ) | (288 | ) | (270 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Repayments of long-term borrowings |
(2 | ) | (4 | ) | (53 | ) | (192 | ) | ||||||||
| Net change in revolving credit facilities and short-term borrowings |
— | 5 | (83 | ) | 72 | |||||||||||
| Lease repayments |
(8 | ) | (10 | ) | (37 | ) | (37 | ) | ||||||||
| Payment of financing costs and redemption fees |
— | — | — | (1 | ) | |||||||||||
| Transactions with non-controlling interests |
— | — | (3 | ) | (2 | ) | ||||||||||
| Other financing activities |
(5 | ) | (13 | ) | (6 | ) | (3 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net cash flows used in financing activities |
(15 | ) | (22 | ) | (182 | ) | (163 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net increase / (decrease) in cash and cash equivalent |
43 | (1 | ) | 36 | 18 | |||||||||||
| Cash and cash equivalents - beginning of period |
159 | 171 | 166 | 147 | ||||||||||||
| Transfer of cash and cash equivalents from / (to) assets classified as held for sale |
— | (1 | ) | 1 | (1 | ) | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents |
— | (3 | ) | (1 | ) | 2 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Cash and cash equivalents - end of year |
202 | 166 | 202 | 166 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
16
SEGMENT ADJUSTED EBITDA
| Three months ended December 31, |
Year ended December 31, | |||||||||||||||
| (in millions of Euros) |
2023 | 2022 | 2023 | 2022 | ||||||||||||
| P&ARP |
82 | 71 | 283 | 326 | ||||||||||||
| A&T |
76 | 56 | 324 | 217 | ||||||||||||
| AS&I |
25 | 31 | 133 | 149 | ||||||||||||
| Holdings and Corporate |
(12 | ) | (10 | ) | (27 | ) | (19 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
171 | 148 | 713 | 673 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
SHIPMENTS AND REVENUE BY PRODUCT LINE
| Three months ended December 31, |
Year ended December 31, | |||||||||||||||
| (in k metric tons) |
2023 | 2022 | 2023 | 2022 | ||||||||||||
| Packaging rolled products |
172 | 186 | 736 | 809 | ||||||||||||
| Automotive rolled products |
62 | 61 | 271 | 245 | ||||||||||||
| Specialty and other thin-rolled products |
4 | 7 | 23 | 35 | ||||||||||||
| Aerospace rolled products |
22 | 21 | 96 | 76 | ||||||||||||
| Transportation, industry, defense and other rolled products |
26 | 32 | 123 | 147 | ||||||||||||
| Automotive extruded products |
28 | 28 | 121 | 117 | ||||||||||||
| Other extruded products |
22 | 33 | 122 | 151 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total shipments |
336 | 368 | 1,492 | 1,580 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (in millions of Euros) |
|
|
|
|
||||||||||||
| Packaging rolled products |
582 | 697 | 2,596 | 3,326 | ||||||||||||
| Automotive rolled products |
254 | 275 | 1,156 | 1,154 | ||||||||||||
| Specialty and other thin-rolled products |
29 | 35 | 146 | 183 | ||||||||||||
| Aerospace rolled products |
264 | 218 | 1,022 | 728 | ||||||||||||
| Transportation, industry, defense and other rolled products |
144 | 204 | 706 | 972 | ||||||||||||
| Automotive extruded products |
211 | 228 | 934 | 949 | ||||||||||||
| Other extruded products |
123 | 200 | 696 | 912 | ||||||||||||
| Other and inter-segment eliminations |
6 | (13 | ) | (17 | ) | (104 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total revenue |
1,613 | 1,844 | 7,239 | 8,120 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
17
NON-GAAP MEASURES
Reconciliation of Revenue to VAR (a non-GAAP measure)
| Three months ended December 31, |
Year ended December 31, | |||||||||||||||
| (in millions of Euros) |
2023 | 2022 | 2023 | 2022 | ||||||||||||
| Revenue |
1,613 | 1,844 | 7,239 | 8,120 | ||||||||||||
| Hedged cost of alloyed metal |
(939 | ) | (1,212 | ) | (4,374 | ) | (5,403 | ) | ||||||||
| Revenue from incidental activities |
(7 | ) | (5 | ) | (27 | ) | (21 | ) | ||||||||
| Metal price lag |
14 | 69 | 86 | 29 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| VAR |
681 | 696 | 2,924 | 2,725 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Reconciliation of net income to Adjusted EBITDA (a non-GAAP measure)
| Three months ended December 31, |
Year ended December 31, | |||||||||||||||
| (in millions of Euros) |
2023 | 2022 | 2023 | 2022 | ||||||||||||
| Net income |
11 | 30 | 129 | 308 | ||||||||||||
| Income tax expense / (benefit) |
32 | (3 | ) | 67 | (105 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before tax |
43 | 27 | 196 | 203 | ||||||||||||
| Finance costs - net |
35 | 33 | 141 | 131 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income from operations |
78 | 60 | 337 | 334 | ||||||||||||
| Depreciation and amortization |
73 | 78 | 294 | 287 | ||||||||||||
| Restructuring costs |
— | 1 | — | 1 | ||||||||||||
| Unrealized (gains) / losses on derivatives |
(2 | ) | (19 | ) | 3 | 46 | ||||||||||
| Unrealized exchange losses / (gains) from the remeasurement of monetary assets and liabilities – net |
2 | (1 | ) | 2 | 1 | |||||||||||
| Losses / (gains) on pension plan amendments (A) |
— | (47 | ) | — | (47 | ) | ||||||||||
| Share based compensation costs |
5 | 5 | 20 | 18 | ||||||||||||
| (Gains) / losses on disposal |
1 | 2 | (29 | ) | 4 | |||||||||||
| Metal price lag (B) |
14 | 69 | 86 | 29 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA |
171 | 148 | 713 | 673 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (A) | In the year ended December 31, 2022 the Group recognized a net gain of €47 million from past service cost as a result from a new 3-year collective bargaining agreement between Constellium Rolled Products Ravenswood and the United Steelworkers Local Union 5668 entered in October 2022. The agreement resulted in changes in OPEB and pension benefits that were accounted for as a plan amendment in the year ended December 31, 2022. |
| (B) | Metal price lag represents the financial impact of the timing difference between when aluminium prices included within Constellium’s Revenue are established and when aluminium purchase prices included in Cost of sales are established. The Group accounts for inventory using a weighted average price basis and this adjustment aims to remove the effect of volatility in LME prices. The calculation of the Group metal price lag adjustment is based on a standardized methodology calculated at each of Constellium’s manufacturing sites and is primarily calculated as the average value of product recorded in inventory, which approximates the spot price in the market, less the average value transferred out of inventory, which is the weighted average of the metal element of cost of sales, based on the quantity sold in the period. |
18
Reconciliation of net cash flows from operating activities to Free Cash Flow (a non-GAAP measure)
| Three months ended December 31, |
Year ended December 31, | |||||||||||||||
| (in millions of Euros) |
2023 | 2022 | 2023 | 2022 | ||||||||||||
| Net cash flows from operating activities |
185 | 128 | 506 | 451 | ||||||||||||
| Purchases of property, plant and equipment, net of grants received |
(127 | ) | (106 | ) | (336 | ) | (269 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Free Cash Flow |
58 | 22 | 170 | 182 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Reconciliation of borrowings to Net debt (a non-GAAP measure)
| (in millions of Euros) |
At December 31, 2023 | At December 31, 2022 | ||||||
| Borrowings |
1,868 | 2,056 | ||||||
| Fair value of net debt derivatives, net of margin calls |
(2 | ) | 1 | |||||
| Cash and cash equivalents |
(202 | ) | (166 | ) | ||||
|
|
|
|
|
|||||
| Net debt |
1,664 | 1,891 | ||||||
|
|
|
|
|
|||||
19
Reconciliation of Net income to Adjusted NOPAT and Adjusted ROIC (non-GAAP measures)
| Year ended December 31, | ||||||||
| (in millions of Euros) |
2023 | 2022 | ||||||
| Net income |
129 | 308 | ||||||
| Income tax expense / (benefit) |
67 | (105 | ) | |||||
| Income before tax |
196 | 203 | ||||||
| Finance costs - net |
141 | 131 | ||||||
| Income from operations |
337 | 334 | ||||||
| Unrealized losses on derivatives |
3 | 46 | ||||||
| Unrealized exchange losses from the remeasurement of monetary assets and liabilities - net |
2 | 1 | ||||||
| Losses / (gains) on pension plan amendments |
— | (47 | ) | |||||
| Share based compensation costs |
20 | 18 | ||||||
| Metal price lag |
86 | 29 | ||||||
| (Gains) / losses on disposals |
(29 | ) | 4 | |||||
| Tax impact(1) |
(103 | ) | (92 | ) | ||||
|
|
|
|
|
|||||
| Adjusted NOPAT (A) |
316 | 293 | ||||||
|
|
|
|
|
|||||
| (in millions of Euros) |
At December 31, 2022 |
At December 31, 2021 |
||||||
| Intangible assets |
54 | 58 | ||||||
| PP&E, net |
2,017 | 1,948 | ||||||
| Trade receivables and other - current |
539 | 683 | ||||||
| Derecognized trade receivables(2) |
368 | 345 | ||||||
| Inventories |
1,320 | 1,050 | ||||||
| Trade payables and other - current |
(1,467 | ) | (1,377 | ) | ||||
| Provisions current portion |
(21 | ) | (20 | ) | ||||
| Income tax payable |
(16 | ) | (34 | ) | ||||
|
|
|
|
|
|||||
| Total Invested Capital (B) |
2,794 | 2,653 | ||||||
|
|
|
|
|
|||||
|
|
|
|||||||
| 2023 | 2022 | |||||||
| Adjusted NOPAT for fiscal year (A) |
316 | 293 | ||||||
| Total invested capital as of December 31 of prior year (B) |
2,794 | 2,653 | ||||||
|
|
|
|
|
|||||
| Adjusted ROIC (A)/(B) |
11.3 | % | 11.0 | % | ||||
|
|
|
|
|
|||||
| (1) | Tax impact on net operating profit computed using the Group’s average statutory tax rate |
| (2) | Trade receivables derecognized under our factoring agreements |
20
Non-GAAP measures
In addition to the results reported in accordance with International Financial Reporting Standards (“IFRS”), this press release includes information regarding certain financial measures which are not prepared in accordance with IFRS (“non-GAAP measures”). The non-GAAP measures used in this press release are: VAR, Adjusted EBITDA, Adjusted EBITDA per metric ton, Free Cash Flow, Adjusted NOPAT, Invested Capital, Adjusted ROIC and Net debt. Reconciliations to the most directly comparable IFRS financial measures are presented in the schedules to this press release. We believe these non-GAAP measures are important supplemental measures of our operating and financial performance. By providing these measures, together with the reconciliations, we believe we are enhancing investors’ understanding of our business, our results of operations and our financial position, as well as assisting investors in evaluating the extent to which we are executing our strategic initiatives. However, these non-GAAP financial measures supplement our IFRS disclosures and should not be considered an alternative to the IFRS measures and may not be comparable to similarly titled measures of other companies.
Value-Added Revenue (“VAR”) is defined as revenue, excluding revenue from incidental activities, minus cost of metal which includes, cost of aluminium adjusted for metal price lag, cost of other alloying metals, freight out costs, and realized gains and losses from hedging. Management believes that VAR is a useful measure of our activity as it eliminates the impact of metal costs from our revenue and reflects the value-added elements of our activity. VAR eliminates the impact of metal price fluctuations which are not under our control and which we generally pass through to our customers and facilitates comparisons from period to period. VAR is not a presentation made in accordance with IFRS and should not be considered as an alternative to revenue determined in accordance with IFRS.
In considering the financial performance of the business, management and our chief operational decision maker, as defined by IFRS, analyze the primary financial performance measure of Adjusted EBITDA in all of our business segments. The most directly comparable IFRS measure to Adjusted EBITDA is our net income or loss for the period. We believe Adjusted EBITDA, as defined below, is useful to investors and is used by our management for measuring profitability because it excludes the impact of certain non-cash charges, such as depreciation, amortization, impairment and unrealized gains and losses on derivatives as well as items that do not impact the day-to-day operations and that management in many cases does not directly control or influence. Therefore, such adjustments eliminate items which have less bearing on our core operating performance.
Adjusted EBITDA measures are frequently used by securities analysts, investors and other interested parties in their evaluation of Constellium and in comparison to other companies, many of which present an Adjusted EBITDA-related performance measure when reporting their results.
21
Adjusted EBITDA is defined as income / (loss) from continuing operations before income taxes, results from joint ventures, net finance costs, other expenses and depreciation and amortization as adjusted to exclude restructuring costs, impairment charges, unrealized gains or losses on derivatives and on foreign exchange differences on transactions which do not qualify for hedge accounting, metal price lag, share based compensation expense, effects of certain purchase accounting adjustments, start-up and development costs or acquisition, integration and separation costs, certain incremental costs and other exceptional, unusual or generally non-recurring items.
Adjusted EBITDA is the measure of performance used by management in evaluating our operating performance, in preparing internal forecasts and budgets necessary for managing our business and, specifically in relation to the exclusion of the effect of favorable or unfavorable metal price lag, this measure allows management and the investor to assess operating results and trends without the impact of our accounting for inventories. We use the weighted average cost method in accordance with IFRS which leads to the purchase price paid for metal impacting our cost of goods sold and therefore profitability in the period subsequent to when the related sales price impacts our revenues. Management believes this measure also provides additional information used by our lending facilities providers with respect to the ongoing performance of our underlying business activities. Historically, we have used Adjusted EBITDA in calculating our compliance with financial covenants under certain of our loan facilities.
Adjusted EBITDA is not a presentation made in accordance with IFRS, is not a measure of financial condition, liquidity or profitability and should not be considered as an alternative to profit or loss for the period, revenues or operating cash flows determined in accordance with IFRS.
Free Cash Flow is defined as net cash flow from operating activities less capital expenditure, net of grants received. Management believes that Free Cash Flow is a useful measure of the net cash flow generated or used by the business as it takes into account both the cash generated or consumed by operating activities, including working capital, and the capital expenditure requirements of the business. However, Free Cash Flow is not a presentation made in accordance with IFRS and should not be considered as an alternative to operating cash flows determined in accordance with IFRS. Free Cash Flow has certain inherent limitations, including the fact that it does not represent residual cash flows available for discretionary spending, notably because it does not reflect principal repayments required in connection with our debt or capital lease obligations.
Adjusted Return on Invested Capital (“Adjusted ROIC”) is defined as Adjusted Net Operating Profit after Tax (“Adjusted NOPAT”), a non-GAAP measure, divided by Invested Capital, a non-GAAP measure. The calculation of Adjusted ROIC together with a reconciliation of Adjusted NOPAT to Net Income, the most comparable IFRS measure, are presented in the schedules to this press release. Management believes Adjusted ROIC is useful in assessing the effectiveness of our capital allocation over time. Adjusted ROIC is not calculated based on measures prepared in accordance with IFRS and should not be considered as an alternative to similar metrics calculated based on measures prepared in accordance with IFRS.
22
Net debt is defined as borrowings plus or minus the fair value of cross currency basis swaps net of margin calls less cash and cash equivalents and cash pledged for the issuance of guarantees. Management believes that Net debt is a useful measure of indebtedness because it takes into account the cash and cash equivalent balances held by the Company as well as the total external debt of the Company. Net debt is not a presentation made in accordance with IFRS, and should not be considered as an alternative to borrowings determined in accordance with IFRS.
23
Fourth Quarter and Full Year 2023 Earnings Call February 21, 2024 Exhibit 99.2
Certain statements contained in this presentation may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This presentation may contain “forward-looking statements” with respect to our business, results of operations and financial condition, and our expectations or beliefs concerning future events and conditions. You can identify forward-looking statements because they contain words such as, but not limited to, “believes,” “expects,” “may,” “should,” “approximately,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” likely,” “will,” “would,” “could” and similar expressions (or the negative of these terminologies or expressions). All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in our industry and markets, while others are more specific to our business and operations. These risks and uncertainties include, but are not limited to: market competition; economic downturn; disruption to business operations; the Russian war on Ukraine and other geopolitical tensions; the inability to meet customer demand and quality requirements; the loss of key customers, suppliers or other business relationships; supply disruptions; excessive inflation; the capacity and effectiveness of our hedging policy activities; the loss of key employees; levels of indebtedness which could limit our operating flexibility and opportunities; and other risk factors set forth under the heading “Risk Factors” in our Annual Report on Form 20-F, and as described from time to time in subsequent reports filed with the U.S. Securities and Exchange Commission. The occurrence of the events described and the achievement of the expected results depend on many events, some or all of which are not predictable or within our control. Consequently, actual results may differ materially from the forward-looking statements contained in this press release. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law. Forward-Looking Statements
Non-GAAP Measures This presentation includes information regarding certain non-GAAP financial measures, including VAR, Adjusted EBITDA, Adjusted EBITDA per metric ton, Free Cash Flow, Adjusted NOPAT, Invested Capital, Adjusted ROIC and Net debt. These measures are presented because management uses this information to monitor and evaluate financial results and trends and believes this information to also be useful for investors. Adjusted EBITDA measures are frequently used by securities analysts, investors and other interested parties in their evaluation of Constellium and in comparison to other companies, many of which present an adjusted EBITDA-related performance measure when reporting their results. VAR, Adjusted EBITDA, Adjusted EBITDA per Metric Ton, Free Cash Flow, Adjusted NOPAT, Invested Capital, Adjusted ROIC and Net debt are not presentations made in accordance with IFRS and may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures supplement our IFRS disclosures and should not be considered an alternative to the IFRS measures. This presentation provides a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures. We are not able to provide a reconciliation of Adjusted EBITDA guidance to net income, the comparable GAAP measure, because certain items that are excluded from Adjusted EBITDA cannot be reasonably predicted or are not in our control. In particular, we are unable to forecast the timing or magnitude of realized and unrealized gains and losses on derivative instruments, metal price lag, impairment or restructuring charges, or taxes without unreasonable efforts, and these items could significantly impact, either individually or in the aggregate, our net income in the future.
Jean-Marc Germain Chief Executive Officer
Delivered best-in-class safety performance in 2023 with a recordable case rate of 1.95; focus on safety is never ending, targeting 1.5 recordable case rate by 2025 Safety is Our Top Priority (1) Recordable case rate measures the number of fatalities, serious injuries, lost-time injuries, restricted work injuries, or medical treatments per one million hours worked. Recordable Case Rate(1) Ø Our Levice operation completed 2 million hours without a recordable case in 2023 Ø Bowling Green, Changchun, Decin, Muscle Shoals, Neuf Brisach, Ravenswood and Van Buren each completed 1 million hours without a recordable case in 2023 Ø 9 sites finished 2023 with zero recordable cases Ø 6 sites completed multi-year stretches without a recordable case in 2023
+15% Adjusted EBITDA Bridge Ø Shipments: 336 thousand tons (-9% YoY) Ø Revenue: €1.6 billion (-13% YoY) Ø Value-Added Revenue (VAR): €681 million (-2% YoY) Ø Net income: €11 million Ø Adjusted EBITDA: €171 million (+15% YoY) Ø Cash from Operations: €185 million Ø Free Cash Flow: €58 million € in millions Strong Q4 results despite significant cost pressures and demand headwinds; Adjusted EBITDA and Free Cash Flow in-line with our prior guidance Q4 2023 Highlights
Ø Shipments: 1.5 million tons (-6% YoY) Ø Revenue: €7.2 billion (-11% YoY) Ø VAR: €2.9 billion (+7% YoY) Ø Net income: €129 million Ø Adjusted EBITDA: €713 million (+6% YoY) Ø Record Adjusted EBITDA in A&T Ø Cash from Operations: €506 million Ø Free Cash Flow: €170 million Ø Adjusted ROIC: 11.3% (up 30 bps YoY) Ø Leverage: 2.3x at December 31, 2023 Strong performance in 2023: delivered record Adjusted EBITDA and strong Free Cash Flow; Announced share repurchase program of up to $300 million expiring in Dec. 2026 FY 2023 Highlights +6% Adjusted EBITDA Bridge € in millions Net Debt / LTM Adjusted EBITDA Down 0.5x
Jack Guo Chief Financial Officer
Value-Added Revenue Bridge Q4 2023 vs. Q4 2022 € millions -2% FY 2023 vs. FY 2022 € millions +7%
Packaging & Automotive Rolled Products Q4 2023 Q4 2022 %r Shipments (kt) 238 254 (6)% Revenue (€m) 865 1,008 (14)% Adj. EBITDA (€m) 82 71 16% Adj. EBITDA (€ / t) 345 278 24% Q4 2023 Performance Ø Adjusted EBITDA of €82 million Ø Higher automotive shipments; lower packaging and specialty shipments Ø Improved price and mix Ø Favorable metal costs, inflation and energy-related government grants; mostly offset by higher operating costs Ø Unfavorable FX/Other Q4 Adjusted EBITDA Bridge FY Adjusted EBITDA Bridge
Aerospace & Transportation Q4 2023 Q4 2022 %r Shipments (kt) 48 53 (9)% Revenue (€m) 408 422 (3)% Adj. EBITDA (€m) 76 56 36% Adj. EBITDA (€ / t) 1,583 1,079 47% Ø Adjusted EBITDA of €76 million Ø Higher aerospace shipments; lower TID shipments Ø Improved price and mix Ø Higher operating costs Ø Favorable FX/Other Q4 2023 Performance Q4 Adjusted EBITDA Bridge FY Adjusted EBITDA Bridge
Q4 2023 Performance Automotive Structures & Industry Q4 2023 Q4 2022 %r Shipments (kt) 50 61 (17)% Revenue (€m) 334 428 (22)% Adj. EBITDA (€m) 25 31 (22)% Adj. EBITDA (€ / t) 500 514 (3)% Ø Adjusted EBITDA of €25 million Ø Automotive shipments stable; lower industry shipments Ø Improved price and mix Ø Lower operating costs more than offset by inflation Ø Unfavorable FX/Other Q4 Adjusted EBITDA Bridge FY Adjusted EBITDA Bridge
Broad based and significant inflationary pressures continued throughout most of 2023, although pressure began to ease in some categories in Q4 2023 Inflationary pressures expected to continue in 2024 though at more moderated levels Labor and other non-metal costs higher 2024 energy largely secured at moderately more favorable levels compared to 2023, although still well above historical averages A number of tools working to offset inflation: Solid cost control Inflationary protection mechanisms Contracts with better pricing and better protections Cost Pressures and Mitigants Managing the Current Inflationary Environment Inflationary pressures persist but manageable Adjusted EBITDA Bridge (2023 vs. 2022) Addressing Inflationary Pressures € millions NOTE: Volume and Price & Mix do not match the sum of the Segment bridges due to the Segment mix impact.
Free Cash Flow FY 2023 FY 2022 2023 Free Cash Flow Highlights Ø Solid Free Cash Flow of €170 million Ø Strong Adjusted EBITDA Ø Higher capital expenditures Ø Higher cash taxes and cash interest Ø €820 million of Free Cash Flow generated over the last 5 years Net cash flows from operating activities 506 451 Purchases of property, plant and equipment, net of grants received (336) (269) Free Cash Flow 170 182 Consistent Free Cash Flow Generation Current 2024 Expectations Ø Free Cash Flow: >€130 million Ø Capex: ~€370 million Ø Cash interest: ~€125 million Ø Cash taxes: ~€55 million Ø TWC/Other: modest use of cash Ø Announced share repurchase program of up to $300 million expiring in Dec. 2026; expect to begin in H1 2024 € in millions € in millions
Ø Leverage at 2.3x, a multi-year low Ø Target leverage range of 1.5x to 2.5x Ø Continued to reduce gross debt in 2023 Ø Redeemed $50 million of 2026 bonds Ø Reduced short-term borrowings Ø No near-term bond maturities Ø Strong liquidity position € in millions Net Debt and Leverage Maturity Profile(1) Liquidity € in millions € in millions Leverage: Net Debt / LTM Adjusted EBITDA Debt / Liquidity Highlights Net Debt and Liquidity (1) See Borrowings Table in the Appendix for more details. Strong balance sheet and improved financial flexibility give us confidence to manage varying business conditions
Changes to the Presentation of Certain Non-GAAP Financial Measures Ø Changes are based on discussions with staff of the SEC and will be reflected when we report first quarter 2024 results Ø The Company will no longer report Value-Added Revenue Ø The Company will revise its definition of Adjusted EBITDA to no longer exclude the non-cash impact of metal price lag Ø Constellium will continue to exclude the non-cash impact of metal price lag from its Segment Adjusted EBITDA, which it uses for evaluating the performance of its operating segments Ø Consolidated Adjusted EBITDA following the revision, less the non-cash impact of metal price lag, is equal to consolidated Adjusted EBITDA prior to the revision of its definition Ø Constellium will continue to provide its investors and other stakeholders with all the information necessary to understand the non-cash impact of metal price lag on its reported results Ø The Company will continue to provide Adjusted EBITDA guidance excluding the non-cash impact of metal price lag Ø Leverage will continue to be calculated as Net debt divided by Adjusted EBITDA, excluding metal price lag Ø For comparability, please refer to the tables (next two slides) to see a reconciliation of prior periods’ Adjusted EBITDA under the current definition to the future definition
Year ended December 31, (in millions of Euros) 2023 2022 2021 2020 2019 Net income 129 308 262 (17) 64 Income tax expense / (benefit) 67 (105) 55 (17) 18 Income before tax 196 203 317 (34) 82 Finance costs - net 141 131 167 159 175 Share of income of joint-ventures — — — — (2) Income from operations 337 334 484 125 255 Depreciation and amortization 294 287 267 259 256 Impairment of assets — — — 43 — Restructuring costs — 1 3 13 4 Unrealized (gains) / losses on derivatives 3 46 (35) (16) (33) Unrealized exchange losses from the remeasurement of monetary assets and liabilities - net 2 1 (1) (1) — Losses / (gains) on pension plan amendments — (47) 32 2 (1) Share based compensation costs 20 18 15 15 16 Start-up and development costs — — — 5 11 (Gains) / losses on disposal (29) 4 3 4 3 Bowling Green one-time cost related to the acquisition — — — — 5 Other — — — 8 — Metal price lag 86 29 (187) 8 46 Adjusted EBITDA (current) 713 673 581 465 562 Less: Metal price lag (86) (29) 187 (8) (46) Adjusted EBITDA (future) 627 644 768 457 516 Reconciliation of Net Income to Adjusted EBITDA
Three months ended (in millions of Euros) December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 Net income 11 64 32 22 Income tax expense / (benefit) 32 18 12 5 Income before tax 43 82 44 27 Finance costs - net 35 36 35 35 Income from operations 78 118 79 62 Depreciation and amortization 73 77 72 72 Unrealized (gains) / losses on derivatives (2) (23) 20 8 Unrealized exchange losses from the remeasurement of monetary assets and liabilities - net 2 — 1 (1) Share based compensation costs 5 5 7 3 Losses / (gains) on disposal 1 (36) — 6 Metal price lag 14 27 30 16 Adjusted EBITDA (current) 171 168 209 166 Less: Metal price lag (14) (27) (30) (16) Adjusted EBITDA (future) 157 141 179 150 Reconciliation of Net Income to Adjusted EBITDA
Jean-Marc Germain Chief Executive Officer
Market Commentary Packaging Canstock inventory adjustments appear largely behind us in both North America and Europe Demand has stabilized in recent quarters though still relatively low given inflationary environment and lack of promotional activity; expecting growth to return in 2024 Long-term trends remain in place with low to mid single digit growth expected in both North America and Europe Automotive Production of light vehicles still below pre-COVID levels in both North America and Europe Demand decelerated in H2 2023 though remains healthy; impact seen more on electric vehicle platforms Consumer demand for luxury cars, light trucks, and SUVs remains steady Lightweighting megatrend driving increased demand for rolled and extruded products; long-term electrification trend still intact Aerospace Recovery continued in Q4, though still below pre-COVID levels Major OEMs remain focused on increasing build rates for both narrow and wide body aircraft Long-term trends expected to remain intact, including increased passenger traffic Demand strong in business/regional jet, defense and space Other Specialties Transportation, Industry and Defense (Rolled): Demand is generally weak Demand in North America more stable than Europe Industry (Extrusions): Europe: Demand remains weak across industrial markets A Diversified Platform LTM Revenue by End Market End Market Updates
Targets Strong performance in 2023 Record Adjusted EBITDA and strong Free Cash Flow despite a number of challenges including significant inflationary pressures and demand headwinds in several end markets Strong operational performance and cost control Leverage at 2.3x, a multi-year low Exciting future ahead with opportunities to grow our business and enhance profitability and returns Diversified portfolio serving generally resilient end markets Durable, sustainability-driven secular growth trends driving increased demand for our products Infinitely recyclable aluminium is part of the circular economy Substantial value creation opportunities remain longer term; planting the seeds today for future growth and profitability Execution focused with proven ability to flex costs Healthy balance sheet with improved financial flexibility Received Board authorization for share repurchase program of up to $300 million over a three year period (expires in Dec. 2026) Key Messages and Guidance 2024 Adjusted EBITDA(1): €740 to €770 million 2024 Free Cash Flow: >€130 million Long-Term Adjusted EBITDA(1): >€800 million in 2025 Leverage: 1.5x - 2.5x Focused on executing our strategy and increasing shareholder value (1) Excludes the non-cash impact of metal price lag.
Appendix
Three months ended December 31, Year ended December 31, (in millions of Euros) 2023 2022 2023 2022 Revenue 1,613 1,844 7,239 8,120 Hedged cost of alloyed metal (939) (1,212) (4,374) (5,403) Revenue from incidental activities (7) (5) (27) (21) Metal price lag 14 69 86 29 VAR 681 696 2,924 2,725 Adjusted EBITDA 171 148 713 673 VAR Margin 25.1% 21.2% 24.4% 24.7% VAR Reconciliation
Three months ended December 31, Year ended December 31, (in millions of Euros) 2023 2022 2023 2022 Net income 11 30 129 308 Income tax expense / (benefit) 32 (3) 67 (105) Income before tax 43 27 196 203 Finance costs - net 35 33 141 131 Income from operations 78 60 337 334 Depreciation and amortization 73 78 294 287 Restructuring costs — 1 — 1 Unrealized (gains) / losses on derivatives (2) (19) 3 46 Unrealized exchange losses from the remeasurement of monetary assets and liabilities - net 2 (1) 2 1 Losses / (gains) on pension plan amendments — (47) — (47) Share based compensation costs 5 5 20 18 Metal price lag 14 69 86 29 (Gains) / losses on disposal 1 2 (29) 4 Adjusted EBITDA 171 148 713 673 Reconciliation of Net Income to Adjusted EBITDA
(in millions of Euros) Three months ended December 31, Year ended December 31, 2023 2022 2023 2022 Net cash flows from operating activities 185 128 506 451 Purchases of property, plant and equipment, net of grants received (127) (106) (336) (269) Free Cash Flow 58 22 170 182 (in millions of Euros) H2 2022 H1 2022 H2 2021 H1 2021 Net cash flows from operating activities 282 169 209 148 Purchases of property, plant and equipment, net of grants received (186) (83) (155) (67) Free Cash Flow 96 86 54 81 Free Cash Flow Reconciliation (in millions of Euros) H2 2020 H1 2020 H2 2019 H1 2019 Net cash flows from operating activities 182 152 187 260 Purchases of property, plant and equipment, net of grants received (81) (98) (141) (130) Free Cash Flow 101 54 46 130
(in millions of Euros) December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 December 31, 2022 Borrowings 1,868 1,909 2,028 2,099 2,056 Fair value of net debt derivatives, net of margin calls (2) — — 1 1 Cash and cash equivalents (202) (159) (178) (193) (166) Net Debt 1,664 1,750 1,850 1,907 1,891 LTM Adjusted EBITDA 713 690 682 672 673 Leverage 2.3x 2.5x 2.7x 2.8x 2.8x Net Debt Reconciliation
Twelve months ended (in millions of Euros) December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 December 31, 2022 Net income 129 148 215 151 308 Income tax expense / (benefit) 67 32 (123) (139) (105) Income before tax 196 180 92 12 203 Finance costs - net 141 139 139 136 131 Income from operations 337 319 231 148 334 Depreciation and amortization 294 299 295 293 287 Restructuring costs — 1 1 1 1 Unrealized losses / (gains) on derivatives 3 (14) (10) 111 46 Unrealized exchange losses / (gains) from the remeasurement of monetary assets and liabilities - net 2 (1) — 1 1 Losses on pension plan amendments — (47) (47) (47) (47) Share based compensation costs 20 20 19 17 18 Metal price lag 86 141 184 139 29 (Gains) / losses on disposals (29) (28) 9 9 4 Adjusted EBITDA 713 690 682 672 673 Reconciliation of Net Income to Adjusted EBITDA
Year ended December 31, (in millions of Euros) 2023 2022 Net income 129 308 Income tax expense / (benefit) 67 (105) Income before tax 196 203 Finance costs - net 141 131 Income from operations 337 334 Unrealized losses on derivatives 3 46 Unrealized exchange losses from the remeasurement of monetary assets and liabilities - net 2 1 Losses / (gains) on pension plan amendments — (47) Share based compensation costs 20 18 Metal price lag 86 29 (Gains) / losses on disposals (29) 4 Tax impact(1) (103) (92) Adjusted NOPAT (A) 316 293 (1) Tax impact on net operating profit computed using the Group's average statutory tax rate (2) Trade receivables derecognized under our factoring agreements (in millions of Euros) 2022 2021 Intangible assets 54 58 PP&E, net 2,017 1,948 Trade receivables and other - current 539 683 Derecognized trade receivables(2) 368 345 Inventories 1,320 1,050 Trade payables and other - current (1,467) (1,377) Provisions current portion (21) (20) Income tax payable (16) (34) Total Invested Capital (B) 2,794 2,653 (in millions of Euros) 2023 2022 Adjusted NOPAT for fiscal year (A) 316 293 Total invested capital as of December 31 of prior year (B) 2,794 2,653 Adjusted ROIC (A)/(B) 11.3% 11.0% Reconciliation of Net Income to Adjusted NOPAT and Adjusted ROIC
At December 31, At December 31, 2023 2022 (in millions of Euros) Nominal Value in Currency Nominal Rate Nominal Value in Euros (Arrangement fees) Accrued Interests Carrying Value Carrying Value Secured Pan-U.S. ABL(due 2026) $— Floating — — — — 81 Senior Unsecured Notes Issued November 2017 and due 2026 $250 5.875% 226 (1) 5 230 285 Issued November 2017 and due 2026 €400 4.250% 400 (2) 6 404 403 Issued June 2020 and due 2028 $325 5.625% 294 (4) 1 291 301 Issued February 2021 and due 2029 $500 3.750% 453 (5) 4 452 467 Issued June 2021 and due 2029 €300 3.125% 300 (4) 4 300 300 Lease liabilities 153 — 1 154 168 Other loans 37 — — 37 51 Total Borrowings 1,863 (16) 21 1,868 2,056 Of which non-current 1,814 1,908 Of which current 54 148 Borrowings Table