6-K
Constellium SE (CSTM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2023
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 April 26, 2023, announcing its financial results for the quarter ended March 31, 2023.
Attached hereto as Exhibit 99.2 is a copy of a presentation of the Company, dated April 26, 2023, summarizing its financial results for the quarter ended March 31, 2023.
Exhibit Index
| No. | Description |
|---|---|
| 99.1 | Press Release issued by Constellium SE on April 26, 2023. |
| 99.2 | Presentation posted by Constellium SE on April 26, 2023. |
The information contained in Exhibit 99.1 of this Form 6-K (except for thesecond paragraph 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 partthereof) 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<br><br><br>(Registrant) | ||
|---|---|---|
| April 26, 2023 | By: | /s/ Jack Guo |
| Name: | Jack Guo | |
| Title: | Chief Financial Officer |
EX-99.1
Exhibit 99.1
Constellium Reports First Quarter 2023 Results
Paris, April 26, 2023 – Constellium SE (NYSE: CSTM) today reported results for the first quarter ended March 31, 2023.
First quarter 2023 highlights:
| • | Shipments of 389 thousand metric tons, down 3% compared to Q1 2022 |
|---|---|
| • | Revenue of €2.0 billion, down 1% compared to Q1 2022 |
| --- | --- |
| • | Value-Added Revenue (VAR) of €754 million, up 16% compared to Q1 2022 |
| --- | --- |
| • | Net income of €22 million compared to net income of €179 million in Q1 2022<br> |
| --- | --- |
| • | Adjusted EBITDA of €166 million, down 1% compared to Q1 2022 |
| --- | --- |
| • | Cash from Operations of €34 million and Free Cash Flow of €(34) million<br> |
| --- | --- |
| • | Net debt / LTM Adjusted EBITDA of 2.8x at March 31, 2023 |
| --- | --- |
Jean-Marc Germain, Constellium’s Chief Executive Officer said, “Our team delivered solid first quarter results on strong demand across several end markets and solid execution despite significant inflationary pressures. A&T delivered record quarterly Adjusted EBITDA, and AS&I delivered record first quarter Adjusted EBITDA. Looking across our end markets, the recovery in aerospace continued with shipments up over 50% compared to last year. Automotive demand also continued to improve with higher shipments in both rolled and extruded products. Packaging shipments were down in the quarter as demand softened, and we continued to experience weakness in certain industrial markets. Lastly, Free Cash Flow was in line with our expectations at negative €34 million and we maintained our leverage at 2.8x.”
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 the remainder of this year and beyond. Based on our current outlook, we are raising our guidance and expect Adjusted EBITDA in the range of €650 million to €680 million and Free Cash Flow in excess of €125 million in 2023. We also remain confident in our ability to deliver on our long-term target of Adjusted EBITDA over €800 million in 2025. Our focus is on executing our strategy, driving operational performance, generating Free Cash Flow, achieving our ESG objectives and increasing shareholder value.”
Group Summary
| Q12022 | Var. | |||||
|---|---|---|---|---|---|---|
| Shipments (k metric tons) | 389 | 401 | (3 | )% | ||
| Revenue ( millions) | 1,956 | 1,979 | (1 | )% | ||
| VAR ( millions) | 754 | 652 | 16 | % | ||
| Net income ( millions) | 22 | 179 | n.m. | |||
| Adjusted EBITDA ( millions) | 166 | 167 | (1 | )% | ||
| Adjusted EBITDA per metric ton () | 426 | 417 | 2 | % |
All values are in Euros.
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 first quarter of 2023, shipments of 389 thousand metric tons decreased 3% compared to the first quarter of 2022 mostly due to lower shipments in the P&ARP segment. Revenue of €2.0 billion decreased 1% compared to the first quarter of the prior year primarily due to lower metal prices mostly offset by improved price and mix. VAR of €754 million increased 16% compared to the first quarter of the prior year primarily due to improved price and mix, partially offset by unfavorable metal costs due to inflation. Net income of €22 million decreased €157 million compared to net income of €179 million in the first quarter of 2022. Adjusted EBITDA of €166 million decreased 1% compared to the first quarter of last year as stronger results in our A&T and AS&I segments were more than offset by weaker results in our P&ARP segment.
Results by Segment
Packaging & Automotive Rolled Products (P&ARP)
| Q12022 | Var. | |||||
|---|---|---|---|---|---|---|
| Shipments (k metric tons) | 259 | 276 | (6 | )% | ||
| Revenue ( millions) | 1,030 | 1,168 | (12 | )% | ||
| Adjusted EBITDA ( millions) | 55 | 82 | (33 | )% | ||
| Adjusted EBITDA per metric ton () | 213 | 296 | (28 | )% |
All values are in Euros.
2
For the first quarter of 2023, Adjusted EBITDA decreased 33% compared to the first quarter 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 259 thousand metric tons decreased 6% compared to the first 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 €1.0 billion decreased 12% compared to the first quarter of 2022 primarily due to lower shipments and lower metal prices, partially offset by improved price and mix.
Aerospace & Transportation (A&T)
| Q12022 | Var. | |||||
|---|---|---|---|---|---|---|
| Shipments (k metric tons) | 58 | 55 | 6 | % | ||
| Revenue ( millions) | 452 | 385 | 17 | % | ||
| Adjusted EBITDA ( millions) | 73 | 53 | 37 | % | ||
| Adjusted EBITDA per metric ton () | 1,246 | 961 | 30 | % |
All values are in Euros.
For the first quarter of 2023, Adjusted EBITDA increased 37% compared to the first quarter of 2022 primarily due to higher shipments and improved price and mix, partially offset by higher operating costs mainly due to inflation and production increases. Shipments of 58 thousand metric tons increased 6% compared to the first quarter of the prior year on higher shipments of aerospace rolled products, partially offset by lower shipments of transportation, industry and defense (TID) rolled products. Revenue of €452 million increased 17% compared to the first quarter of 2022 primarily due to higher shipments and improved price and mix, partially offset by lower metal prices.
Automotive Structures & Industry (AS&I)
| Q12022 | Var. | |||||
|---|---|---|---|---|---|---|
| Shipments (k metric tons) | 72 | 70 | 3 | % | ||
| Revenue ( millions) | 483 | 459 | 5 | % | ||
| Adjusted EBITDA ( millions) | 43 | 37 | 17 | % | ||
| Adjusted EBITDA per metric ton () | 599 | 520 | 15 | % |
All values are in Euros.
For the first quarter of 2023, Adjusted EBITDA increased 17% compared to the first quarter of 2022 primarily due to improved price and mix partially offset by higher operating costs mainly due to inflation. Shipments of 72 thousand metric tons increased 3% compared to the first quarter of the prior year due to higher shipments of automotive extruded products, partially offset by lower other extruded product shipments. Revenue of €483 million increased 5% compared to the first quarter of 2022 primarily due to improved price and mix, partially offset by lower metal prices.
3
Net Income
For the first quarter of 2023, net income of €22 million compares to net income of €179 million in the first quarter of the prior year. The decrease in net income is primarily related to unfavorable changes in gains and losses on derivatives mostly related to our metal hedging positions and lower gross profit, partially offset by lower tax expense.
Cash Flow
Free Cash Flow was €(34) million in the first quarter of 2023 compared to €26 million in first quarter of 2022. The change was primarily due to increased capital expenditures and an unfavorable change in working capital.
Cash flows from operating activities were €34 million for the first quarter of 2023 compared to cash flows from operating activities of €58 million in the first quarter of the prior year. Constellium decreased derecognized factored receivables by €4 million for the first quarter of 2023 compared to an increase of €5 million in the prior year.
Cash flows used in investing activities were €68 million for the first quarter of 2023 compared to cash flows used in investing activities of €32 million in the prior year.
Cash flows from financing activities were €61 million for the first quarter of 2023 compared to cash flows used in financing activities of €14 million in the prior year.
Liquidity and Net Debt
Liquidity at March 31, 2023 was €688 million, comprised of €193 million of cash and cash equivalents and €495 million available under our committed lending facilities and factoring arrangements.
Net debt was €1,907 million at March 31, 2023 compared to €1,891 million at December 31, 2022.
Outlook
Based on our current outlook, we expect Adjusted EBITDA in the range of €650 million to €680 million in 2023.
We are not able to provide a reconciliation of this Adjusted EBITDA guidance to net income, the comparable GAAP measure, because certain items that areexcluded 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 lag, impairment orrestructuring charges, or taxes without unreasonable efforts, and these items could significantly impact, either individually or in the aggregate, net income in the future.
4
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; 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.
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 €8.1 billion of revenue in 2022.
Constellium’s earnings materials for the first quarter ended March 31, 2023, are also available on the company’s website (www.constellium.com).
5
CONSOLIDATED INCOME STATEMENT (UNAUDITED)
| Three months endedMarch 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions of Euros) | 2023 | 2022 | ||||
| Revenue | 1,956 | 1,979 | ||||
| Cost of sales | (1,795 | ) | (1,762 | ) | ||
| Gross profit | **** | 161 | **** | **** | 217 | **** |
| Selling and administrative expenses | (71 | ) | (68 | ) | ||
| Research and development expenses | (13 | ) | (11 | ) | ||
| Other gains and losses - net | (15 | ) | 110 | |||
| Income from operations | **** | 62 | **** | **** | 248 | **** |
| Finance costs - net | (35 | ) | (30 | ) | ||
| Income before tax | **** | 27 | **** | **** | 218 | **** |
| Income tax expense | (5 | ) | (39 | ) | ||
| Net income | **** | 22 | **** | **** | 179 | **** |
| Net income attributable to: | ||||||
| Equity holders of Constellium | 20 | 177 | ||||
| Non-controlling interests | 2 | 2 | ||||
| Net income | **** | 22 | **** | **** | 179 | **** |
| Earnings per share attributable to the equity holders of Constellium, (in Euros) | ||||||
| Basic | 0.14 | 1.25 | ||||
| Diluted | 0.14 | 1.20 | ||||
| Weighted average number of shares, | ||||||
| (in thousands) | ||||||
| Basic | 144,302 | 141,677 | ||||
| Diluted | 147,312 | 147,525 |
6
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME / (LOSS) (UNAUDITED)
| Three months ended<br>March 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions of Euros) | 2023 | 2022 | ||||
| Net income | **** | 22 | **** | **** | 179 | **** |
| Other comprehensive (loss) / income | ||||||
| Items that will not be reclassified subsequently to the consolidated incomestatement | ||||||
| Remeasurement on post-employment benefit obligations | (1 | ) | 76 | |||
| Income tax on remeasurement on post-employment benefit obligations | 1 | (13 | ) | |||
| Items that may be reclassified subsequently to the consolidated incomestatement | ||||||
| Cash flow hedges | 3 | (2 | ) | |||
| Income tax on cash flow hedges | (1 | ) | 1 | |||
| Currency translation differences | (13 | ) | 11 | |||
| Other comprehensive (loss) / income | **** | (11 | ) | **** | 73 | **** |
| Total comprehensive income | **** | 11 | **** | **** | 252 | **** |
| Attributable to: | ||||||
| Equity holders of Constellium | 10 | 250 | ||||
| Non-controlling interests | 1 | 2 | ||||
| Total comprehensive income | **** | 11 | **** | **** | 252 | **** |
7
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
| (in millions of Euros) | At March 31, 2023 | At December 31, 2022 | ||
|---|---|---|---|---|
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | 193 | 166 | ||
| Trade receivables and other | 770 | 539 | ||
| Inventories | 1,229 | 1,320 | ||
| Other financial assets | 29 | 31 | ||
| **** | 2,221 | **** | 2,056 | |
| Non-current assets | ||||
| Property, plant and equipment | 2,001 | 2,017 | ||
| Goodwill | 469 | 478 | ||
| Intangible assets | 51 | 54 | ||
| Deferred tax assets | 243 | 271 | ||
| Trade receivables and other | 46 | 43 | ||
| Other financial assets | 5 | 8 | ||
| **** | 2,815 | **** | 2,871 | |
| Assets of disposal group classified as held for sale | — | 14 | ||
| Total Assets | **** | 5,036 | **** | 4,941 |
| Liabilities | ||||
| Current liabilities | ||||
| Trade payables and other | 1,544 | 1,467 | ||
| Borrowings | 219 | 148 | ||
| Other financial liabilities | 44 | 41 | ||
| Income tax payable | 17 | 16 | ||
| Provisions | 19 | 21 | ||
| **** | 1,843 | **** | 1,693 | |
| Non-current liabilities | ||||
| Trade payables and other | 42 | 43 | ||
| Borrowings | 1,880 | 1,908 | ||
| Other financial liabilities | 12 | 14 | ||
| Pension and other post-employment benefit obligations | 400 | 403 | ||
| Provisions | 90 | 90 | ||
| Deferred tax liabilities | 4 | 28 | ||
| **** | 2,428 | **** | 2,486 | |
| Liabilities of disposal group classified as held for sale | — | 10 | ||
| Total Liabilities | **** | 4,271 | **** | 4,189 |
| Equity | ||||
| Share capital | 3 | 3 | ||
| Share premium | 420 | 420 | ||
| Retained earnings and other reserves | 321 | 308 | ||
| Equity attributable to equity holders of Constellium | **** | 744 | **** | 731 |
| Non-controlling interests | 21 | 21 | ||
| Total Equity | **** | 765 | **** | 752 |
| Total Equity and Liabilities | **** | 5,036 | **** | 4,941 |
8
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
| (in millions of Euros) | Share<br>capital | Share<br>premium | Re-<br>measurement | Cash<br>flow<br>hedges | Foreign<br>currency<br>translation<br>reserve | Other<br>reserves | Retained<br>earnings | Total | Non-<br>controlling<br>interests | Total<br>equity | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| At January 1, 2023 | **** | 3 | **** | 420 | **** | 28 | **** | **** | (10 | ) | **** | 41 | **** | **** | 101 | **** | 148 | **** | **** | 731 | **** | **** | 21 | **** | **** | 752 | **** |
| Net income | — | — | — | — | — | — | 20 | 20 | 2 | 22 | |||||||||||||||||
| Other comprehensive income / (loss) | — | — | — | 2 | (12 | ) | — | — | (10 | ) | (1 | ) | (11 | ) | |||||||||||||
| Total comprehensive income / (loss) | **** | — | **** | — | **** | — | **** | **** | 2 | **** | **** | (12 | ) | **** | — | **** | 20 | **** | **** | 10 | **** | **** | 1 | **** | **** | 11 | **** |
| Share-based compensation | — | — | — | — | — | 3 | — | **** | 3 | **** | **** | — | **** | **** | 3 | **** | |||||||||||
| Transactions with non-controlling interests | — | — | — | — | — | — | — | — | (1 | ) | (1 | ) | |||||||||||||||
| At March 31, 2023 | **** | 3 | **** | 420 | **** | 28 | **** | **** | (8 | ) | **** | 29 | **** | **** | 104 | **** | 168 | **** | **** | 744 | **** | **** | 21 | **** | **** | 765 | **** |
| (in millions of Euros) | Share<br>capital | Share<br>premium | Re-<br>measurement | Cash<br>flow<br>hedges | Foreign<br>currency<br>translation<br>reserve | Other<br>reserves | Retained<br>(deficit) /<br>earnings | Total | Non-<br>controlling<br>interests | Total<br>equity | |||||||||||||||||
| At January 1, 2022 | **** | 3 | **** | 420 | **** | (94 | ) | **** | (4 | ) | **** | 19 | **** | **** | 83 | **** | (153 | ) | **** | 274 | **** | **** | 17 | **** | **** | 291 | **** |
| Net income | — | — | — | — | — | — | 177 | 177 | 2 | 179 | |||||||||||||||||
| Other comprehensive income / (loss) | — | — | 63 | (1 | ) | 11 | — | — | 73 | — | 73 | ||||||||||||||||
| Total comprehensive income / (loss) | **** | — | **** | — | **** | 63 | **** | **** | (1 | ) | **** | 11 | **** | **** | — | **** | 177 | **** | **** | 250 | **** | **** | 2 | **** | **** | 252 | **** |
| Share-based compensation | — | — | — | — | — | 4 | — | **** | 4 | **** | **** | — | **** | **** | 4 | **** | |||||||||||
| Transactions with non-controlling interests | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||
| At March 31, 2022 | **** | 3 | **** | 420 | **** | (31 | ) | **** | (5 | ) | **** | 30 | **** | **** | 87 | **** | 24 | **** | **** | 528 | **** | **** | 19 | **** | **** | 547 | **** |
9
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
| Three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions of Euros) | 2023 | 2022 | ||||
| Net income | 22 | 179 | ||||
| Adjustments | ||||||
| Depreciation and amortization | 72 | 66 | ||||
| Pension and other post-employment benefits service costs | 6 | 5 | ||||
| Finance costs - net | 35 | 30 | ||||
| Income tax expense | 5 | 39 | ||||
| Unrealized losses / (gains) on derivatives - net and from remeasurement of monetary assets and<br>liabilities - net | 8 | (58 | ) | |||
| Losses on disposal | 6 | 1 | ||||
| Other - net | 3 | 4 | ||||
| Change in working capital | ||||||
| Inventories | 78 | (256 | ) | |||
| Trade receivables | (217 | ) | (210 | ) | ||
| Trade payables | 84 | 320 | ||||
| Other | (17 | ) | (16 | ) | ||
| Change in provisions | (1 | ) | (2 | ) | ||
| Pension and other post-employment benefits paid | (10 | ) | (11 | ) | ||
| Interest paid | (34 | ) | (29 | ) | ||
| Income tax paid | (6 | ) | (4 | ) | ||
| Net cash flows from operating activities | **** | 34 | **** | **** | 58 | **** |
| Purchases of property, plant and equipment | (69 | ) | (33 | ) | ||
| Property, plant and equipment grants received | 1 | 1 | ||||
| Net cash flows used in investing activities | **** | (68 | ) | **** | (32 | ) |
| Repayments of long-term borrowings | (3 | ) | (3 | ) | ||
| Net change in revolving credit facilities and short-term borrowings | 73 | — | ||||
| Lease repayments | (7 | ) | (11 | ) | ||
| Other financing activities | (2 | ) | — | |||
| Net cash flows from / (used in) financing activities | **** | 61 | **** | **** | (14 | ) |
| Net increase in cash and cash equivalent | **** | 27 | **** | **** | 12 | **** |
| Cash and cash equivalents - beginning of year | 166 | 147 | ||||
| Cash and cash equivalents classified as held for sale - beginning of period | 1 | — | ||||
| Effect of exchange rate changes on cash and cash equivalents | (1 | ) | 1 | |||
| Cash and cash equivalents - end of period | **** | 193 | **** | **** | 160 | **** |
10
SEGMENT ADJUSTED EBITDA
| Three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions of Euros) | 2023 | 2022 | ||||
| P&ARP | 55 | 82 | ||||
| A&T | 73 | 53 | ||||
| AS&I | 43 | 37 | ||||
| Holdings and Corporate | (5 | ) | (5 | ) | ||
| Total | **** | 166 | **** | **** | 167 | **** |
SHIPMENTS AND REVENUE BY PRODUCT LINE
| Three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (in k metric tons) | 2023 | 2022 | ||||
| Packaging rolled products | 183 | 206 | ||||
| Automotive rolled products | 70 | 59 | ||||
| Specialty and other thin-rolled products | 6 | 11 | ||||
| Aerospace rolled products | 25 | 16 | ||||
| Transportation, industry, defense and other rolled products | 33 | 39 | ||||
| Automotive extruded products | 34 | 30 | ||||
| Other extruded products | 38 | 40 | ||||
| Total shipments | **** | 389 | **** | **** | 401 | **** |
| (in millions of Euros) | ||||||
| Packaging rolled products | 685 | 852 | ||||
| Automotive rolled products | 304 | 263 | ||||
| Specialty and other thin-rolled products | 41 | 53 | ||||
| Aerospace rolled products | 253 | 143 | ||||
| Transportation, industry, defense and other rolled products | 199 | 242 | ||||
| Automotive extruded products | 260 | 226 | ||||
| Other extruded products | 223 | 233 | ||||
| Other and inter-segment eliminations | (9 | ) | (33 | ) | ||
| Total revenue | **** | 1,956 | **** | **** | 1,979 | **** |
11
NON-GAAP MEASURES
Reconciliation of Revenue to VAR (a non-GAAP measure)
| Three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions of Euros) | 2023 | 2022 | ||||
| Revenue | 1,956 | 1,979 | ||||
| Hedged cost of alloyed metal | (1,211 | ) | (1,227 | ) | ||
| Revenue from incidental activities | (7 | ) | (6 | ) | ||
| Metal price lag | 16 | (94 | ) | |||
| VAR | **** | 754 | **** | **** | 652 | **** |
Reconciliation of net income to Adjusted EBITDA (a non-GAAP measure)
| Three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions of Euros) | 2023 | 2022 | ||||
| Net income | **** | 22 | **** | **** | 179 | **** |
| Income tax expense / (benefit) | 5 | 39 | ||||
| Income before tax | **** | 27 | **** | **** | 218 | **** |
| Finance costs - net | 35 | 30 | ||||
| Income from operations | **** | 62 | **** | **** | 248 | **** |
| Depreciation and amortization | 72 | 66 | ||||
| Unrealized losses / (gains) on derivatives | 8 | (57 | ) | |||
| Unrealized exchange gains from the remeasurement of monetary assets and liabilities - net | (1 | ) | (1 | ) | ||
| Share based compensation costs | 3 | 4 | ||||
| Metal price lag (A) | 16 | (94 | ) | |||
| Losses on disposal | 6 | 1 | ||||
| Adjusted EBITDA | **** | 166 | **** | **** | 167 | **** |
| (A) | Metal price lag represents the financial impact of the timing difference between when aluminium prices included<br>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<br>volatility in LME prices. The calculation of the Group metal price lag adjustment is based on an internal standardized methodology calculated at each of Constellium’s manufacturing sites and is primarily calculated as the average value of<br>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 year.<br> | |||||
| --- | --- |
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Reconciliation of net cash flows from operating activities to Free Cash Flow (a non-GAAP measure)
| Three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions of Euros) | 2023 | 2022 | ||||
| Net cash flows from operating activities | **** | 34 | **** | **** | 58 | **** |
| Purchases of property, plant and equipment, net of grants received | (68 | ) | (32 | ) | ||
| Free Cash Flow | **** | (34 | ) | **** | 26 | **** |
Reconciliation of borrowings to Net debt (a non-GAAP measure)
| (in millions of Euros) | At March 31, 2023 | At December 31, 2022 | ||||
|---|---|---|---|---|---|---|
| Borrowings | 2,099 | 2,056 | ||||
| Fair value of net debt derivatives, net of margin calls | 1 | 1 | ||||
| Cash and cash equivalents | (193 | ) | (166 | ) | ||
| Net debt | **** | 1,907 | **** | **** | 1,891 | **** |
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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 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 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.
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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.
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.
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EX-99.2
First Quarter 2023 Earnings Call April 26, 2023 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; 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 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 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 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
Ø Safety: Delivered best in class safety performance, recordable case rate(1) of 1.6 per million hours worked in Q1 2023 Ø Shipments: 389kt (-3% YoY) Ø Revenue: €2.0 billion (-1% YoY) Ø Value-Added Revenue: €754 million (+16% YoY) Ø Net income: €22 million Ø Adjusted EBITDA: €166 million (-1% YoY) Ø Cash from Operations: €34 million Ø Free Cash Flow: €(34) million Ø Leverage: 2.8x at March 31, 2023 Strong Q1 results despite significant inflationary headwinds Q1 2023 Highlights Adjusted EBITDA Bridge € in millions Net Debt / LTM Adjusted EBITDA (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. Down 0.4x -1%
Jack Guo Chief Financial Officer
Value-Added Revenue Bridge Q1 2023 vs. Q1 2022 € millions
Q1 Adjusted EBITDA Bridge Packaging & Automotive Rolled Products Q1 2023 Q1 2022 %r Shipments (kt) 259 276 (6)% Revenue (€m) 1,030 1,168 (12)% Adj. EBITDA (€m) 55 82 (33)% Adj. EBITDA (€ / t) 213 296 (28)% Q1 2023 Performance Ø Adjusted EBITDA of €55 million Ø Higher automotive shipments; lower packaging and specialty Ø Improved price and mix Ø Higher operating costs mainly due to inflation, operating challenges at Muscle Shoals and unfavorable metal costs
Aerospace & Transportation Q1 2023 Q1 2022 %r Shipments (kt) 58 55 6% Revenue (€m) 452 385 17% Adj. EBITDA (€m) 73 53 37% Adj. EBITDA (€ / t) 1,246 961 30% Ø Adjusted EBITDA of €73 million Ø Higher aerospace shipments; lower TID shipments Ø Improved price and mix Ø Higher operating costs mainly due to inflation and production increases Q1 2023 Performance Q1 Adjusted EBITDA Bridge
Q1 2023 Performance Automotive Structures & Industry Q1 2023 Q1 2022 %r Shipments (kt) 72 70 3% Revenue (€m) 483 459 5% Adj. EBITDA (€m) 43 37 17% Adj. EBITDA (€ / t) 599 520 15% Ø Adjusted EBITDA of €43 million Ø Higher automotive shipments; lower industry shipments Ø Improved price and mix Ø Higher operating costs mainly due to inflation Q1 Adjusted EBITDA Bridge
Broad based and significant inflationary pressures expected to continue throughout 2023 Metal supply remains tight Higher costs for alloying elements like magnesium and lithium Labor and other non-metal costs higher, particularly European energy A number of tools working to offset inflation: Solid cost control by businesses; Vision '25 initiatives helping Inflationary protections (i.e. PPI inflators) in existing contracts, though have a lag New customer contracts with better pricing and better protections Cost Pressures and Mitigants Managing the Current Inflationary Environment Inflation is significant but manageable; largely offset by improved pricing and our relentless focus on cost control Q1 Adjusted EBITDA Bridge (2023 vs. 2022) Addressing Inflationary Pressures € millions NOTE: Volume and Price & Mix do not match the sum of the BU bridges due to the BU mix impact.
Free Cash Flow Q1 2023 Q1 2022 Q1 2023 Free Cash Flow Highlights Ø Free Cash Flow of €(34) million, in line with our expectations Ø Strong Adjusted EBITDA Ø Higher capital expenditures Ø Increase in working capital Ø Higher cash interest Net cash flows from operating activities 34 58 Purchases of property, plant and equipment, net of grants received (68) (32) Free Cash Flow (34) 26 Track Record of Free Cash Flow Generation Current 2023 Expectations Ø Free Cash Flow: >€125 million Ø Capex: €340-350 million Ø Cash interest: ~€120 million Ø Cash taxes: ~€30 million Ø TWC: ~neutral € in millions € in millions
Ø Leverage of 2.8x at quarter-end Ø Balance sheet approaching target leverage of 2.5x Ø Expect leverage to continue to decline Ø Long-term target leverage range of 1.5x to 2.5x 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
Jean-Marc Germain Chief Executive Officer
Market Commentary Packaging Inventory adjustments continue in North America and Europe Seeing some signs of demand weakness in both regions given current inflationary environment, lack of promotional activity and following the multi year period of rapid growth during COVID 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 remains well below pre-COVID levels; uncertainty continuing in order books, though shipments have improved recently Dealer inventories remain low; consumer demand for luxury cars, light trucks, and SUVs remains strong Lightweighting megatrend driving increased demand for rolled and extruded products; electrification trend gaining momentum Aerospace Major OEMs have announced narrow body build rate increases; recovery continued in 1Q 2023 with shipments up over 50% YoY, though still below pre-COVID levels Long-term trends expected to remain intact, including increased passenger traffic and higher build rates for narrow and wide body aircraft Demand strong in business/regional jet, defense and space Other Specialties Transportation, Industry and Defense (Rolled): Demand remains strong in markets like defense and North America transportation Seeing some signs of weakness in other markets; demand in North America more stable than Europe Industry (Extrusions): Europe: Demand still strong in sectors like solar and rail, though seeing some signs of weakness in other markets A Diversified Platform LTM Revenue by End Market End Market Updates
Packaging Automotive Aerospace Specialties Circular Economy ü ü ü ü Lightweighting ü ü ü Electrification ü ü Sustainable Packaging ü ICE = internal combustion engine; BEV = battery electric vehicle Majority of Our Portfolio Serving End Markets Benefiting From Sustainability-Driven Secular Growth Secular Growth Drivers Aluminium is the growth catalyst given its sustainable attributes Favorable Market Trends Aluminium is infinitely recyclable and does not lose its properties when recycled Current regulatory environment further supports long-term growth of our products (i.e. increased adoption of electric vehicles, increased focus on recycling) Consumers and brand owners increasingly prefer aluminium cans for packaging More recyclable than plastic and glass, superior marketing tool, lightweight and easy to transport, and better shelf utilization Aluminium cans are performing better than other substrates in beverage markets today Lightweighting creates opportunities across multiple end markets like automotive Reduced emissions in ICEs; extended range in BEVs Aluminium is continuing to gain market share Electrification accelerates the growth opportunity in automotive for aluminium On average, BEVs use 2x to 3x more aluminium sheet and extrusions than traditional ICE vehicles
Targets Strong performance in 1Q 2023 Strong Adjusted EBITDA despite a number of challenges including significant inflationary pressures Aerospace and automotive shipments continued to rebound Solid operational performance and strong cost control Leverage of 2.8x at quarter-end Exciting future ahead with opportunities to grow our business and enhance profitability and returns Diversified portfolio serving 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 Balance sheet rapidly approaching target leverage with improved financial flexibility Key Messages and Guidance 2023 Adjusted EBITDA: €650 to €680 million 2023 Free Cash Flow: >€125 million Long-Term Adjusted EBITDA: >€800 million by 2025 Long-Term Leverage: 1.5x - 2.5x Focused on executing our strategy, delivering our long-term EBITDA guidance, achieving our ESG objectives and increasing shareholder value
Appendix
Three months ended March 31, (in millions of Euros) 2023 2022 Revenue 1,956 1,979 Hedged cost of alloyed metal (1,211) (1,227) Revenue from incidental activities (7) (6) Metal price lag 16 (94) VAR 754 652 Adjusted EBITDA 166 167 VAR Margin 22.0% 25.7% VAR Reconciliation
Three months ended March 31, (in millions of Euros) 2023 2022 Net income 22 179 Income tax expense / (benefit) 5 39 Income before tax 27 218 Finance costs - net 35 30 Income from operations 62 248 Depreciation and amortization 72 66 Unrealized losses / (gains) on derivatives 8 (57) Unrealized exchange gains from the remeasurement of monetary assets and liabilities – net (1) (1) Share based compensation costs 3 4 Metal price lag 16 (94) Losses on disposal 6 1 Adjusted EBITDA 166 167 Reconciliation of Net Income to Adjusted EBITDA
(in millions of Euros) Three months ended March 31, 2023 2022 Net cash flows from operating activities 34 58 Purchases of property, plant and equipment, net of grants received (68) (32) Free Cash Flow (34) 26 Free Cash Flow Reconciliation (in millions of Euros) Q4 2022 Q3 2022 Q2 2022 Q1 2022 Q4 2021 Q3 2021 Q2 2021 Q1 2021 Net cash flows from operating activities 128 154 111 58 118 91 73 75 Purchases of property, plant and equipment, net of grants received (106) (80) (51) (32) (104) (51) (38) (29) Free Cash Flow 22 74 60 26 14 40 35 46 (in millions of Euros) Q4 2020 Q3 2020 Q2 2020 Q1 2020 Q4 2019 Q3 2019 Q2 2019 Q1 2019 Net cash flows from operating activities 71 111 8 144 107 80 128 132 Purchases of property, plant and equipment, net of grants received (43) (36) (41) (57) (91) (50) (71) (59) Free Cash Flow 28 75 (33) 87 16 30 57 73
(in millions of Euros) March 31, 2023 December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 Borrowings 2,099 2,056 2,169 2,158 2,138 Fair value of net debt derivatives, net of margin calls 1 1 (1) (5) (1) Cash and cash equivalents (193) (166) (171) (156) (160) Net Debt 1,907 1,891 1,997 1,997 1,977 LTM Adjusted EBITDA 672 673 672 655 627 Leverage 2.8x 2.8x 3.0x 3.0x 3.2x Net Debt Reconciliation
Twelve months ended (in millions of Euros) March 31, 2023 December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 Net income 151 308 285 253 393 Income tax (benefit) / expense (139) (105) (100) 57 83 Income before tax 12 203 185 310 476 Finance costs - net 136 131 139 137 142 Income from operations 148 334 324 447 618 Depreciation and amortization 293 287 281 275 270 Restructuring costs 1 1 — — 2 Unrealized losses / (gains) on derivatives 111 46 97 93 (64) Unrealized exchange losses / (gains) from the remeasurement of monetary assets and liabilities - net 1 1 2 1 — (Gains) / losses on pension plan amendments (47) (47) 30 30 32 Share based compensation costs 17 18 17 17 15 Metal price lag 139 29 (83) (212) (250) Losses on disposals 9 4 4 4 4 Adjusted EBITDA 672 673 672 655 627 Reconciliation of Net Income to Adjusted EBITDA
At March 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) $167 Floating 154 — 1 155 81 Secured PGE French Facility (repaid in May 2022) €180 Floating — — — — — Senior Unsecured Notes Issued November 2017 and due 2026 $300 5.875% 276 (2) 2 276 285 Issued November 2017 and due 2026 €400 4.250% 400 (3) 2 399 403 Issued June 2020 and due 2028 $325 5.625% 299 (4) 5 300 301 Issued February 2021 and due 2029 $500 3.750% 460 (6) 8 462 467 Issued June 2021 and due 2029 €300 3.125% 300 (4) 2 298 300 Unsecured Swiss Facility (repaid in June 2022) CHF15 1.175% — — — — — Lease liabilities 162 — 1 163 168 Other loans 46 — — 46 51 Total Borrowings 2,097 (19) 21 2,099 2,056 Of which non-current 1,880 1,908 Of which current 219 148 Borrowings Table