6-K
Constellium SE (CSTM)
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 April 2022
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 27, 2022, announcing its financial results for the quarter ended March 31, 2022.
Attached hereto as Exhibit 99.2 is a copy of a presentation of the Company, dated April 27, 2022, summarizing its financial results for the quarter ended March 31, 2022.
Exhibit Index
| No. | Description |
|---|---|
| 99.1 | Press Release issued by Constellium SE on April 27, 2022. |
| 99.2 | Presentation posted by Constellium SE on April 27, 2022. |
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 27, 2022 | By: | /s/ Peter R. Matt |
| Name: | Peter R. Matt | |
| Title: | Chief Financial Officer |
EX-99.1
Exhibit 99.1
Constellium Reports First Quarter 2022 Results
Paris, April 27, 2022 – Constellium SE (NYSE: CSTM) today reported results for the first quarter ended March 31, 2022.
First quarter 2022 highlights:
| • | Shipments of 401 thousand metric tons, up 4% compared to Q1 2021 |
|---|---|
| • | Revenue of €2.0 billion, up 48% compared to Q1 2021 |
| --- | --- |
| • | Value-Added Revenue (VAR) of €652 million, up 21% compared to Q1 2021 |
| --- | --- |
| • | Net income of €179 million compared to €48 million in Q1 2021 |
| --- | --- |
| • | Adjusted EBITDA of €167 million, up 38% compared to Q1 2021 |
| --- | --- |
| • | Cash from Operations of €58 million and Free Cash Flow of €26 million |
| --- | --- |
| • | Net debt / LTM Adjusted EBITDA of 3.2x at March 31, 2022 |
| --- | --- |
Jean-Marc Germain, Constellium’s Chief Executive Officer said, “Our team delivered very strong first quarter results on strong demand across most end markets and solid execution despite significant inflationary pressures. Adjusted EBITDA of €167 million was a first quarter record and a 38% improvement over last year’s first quarter. P&ARP reported record first quarter Adjusted EBITDA as continued strength in packaging demand more than offset lower shipments in automotive caused by the semiconductor shortage. A&T also reported strong first quarter Adjusted EBITDA supported by a greater than 20% increase in aerospace shipments compared to the same quarter last year and continued strength in transportation, industry and defense (TID). AS&I also performed very well, falling just short of 2021’s record first quarter performance despite lower automotive shipments. Lastly, we generated solid Free Cash Flow of €26 million and reduced our leverage to 3.2x.”
Mr. Germain concluded, “While there are uncertainties today on the macroeconomic and geopolitical fronts, I am optimistic about our prospects for the remainder of this year and beyond. Based on our current outlook, we are raising our guidance and now expect Adjusted EBITDA of €640 million to €660 million and Free Cash Flow in excess of €170 million in 2022. Our focus is on executing our strategy, achieving our ESG objectives, delivering our recently announced long-term guidance of greater than €800 million of Adjusted EBITDA by 2025 and increasing shareholder value.”
• Group Summary
| Q1<br>2021 | Var. | |||||
|---|---|---|---|---|---|---|
| Shipments (k metric tons) | 401 | 385 | 4 | % | ||
| Revenue ( millions) | 1,979 | 1,341 | 48 | % | ||
| VAR ( millions) | 652 | 537 | 21 | % | ||
| Net income / (loss) ( millions) | 179 | 48 | n.m. | |||
| Adjusted EBITDA ( millions) | 167 | 121 | 38 | % | ||
| Adjusted EBITDA per metric ton () | 417 | 315 | 32 | % |
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 2022, shipments of 401 thousand metric tons increased 4% compared to the first quarter of 2021 due to higher shipments in the Packaging & Automotive Rolled Products and Aerospace & Transportation segments. Revenue of €2.0 billion increased 48% compared to the first quarter of the prior year mostly due to higher metal prices. VAR of €652 million increased 21% compared to first quarter of the prior year primarily due to higher volumes, improved price and mix including a customer payment related to a contractual volume commitment, and favorable metal costs. Net income of €179 million increased €131 million compared to €48 million in the first quarter of 2021. Adjusted EBITDA of €167 million increased 38% compared to the first quarter of last year due to improved results in the Packaging & Automotive Rolled Products and Aerospace & Transportation segments.
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• Results by Segment
• Packaging & Automotive Rolled Products (P&ARP)
| Q1<br>2021 | Var. | |||||
|---|---|---|---|---|---|---|
| Shipments (k metric tons) | 276 | 267 | 3 | % | ||
| Revenue ( millions) | 1,168 | 766 | 53 | % | ||
| Adjusted EBITDA ( millions) | 82 | 68 | 20 | % | ||
| Adjusted EBITDA per metric ton () | 296 | 255 | 16 | % |
All values are in Euros.
For the first quarter of 2022, Adjusted EBITDA increased 20% compared to the first quarter of 2021 primarily due to higher shipments, improved price and mix and favorable metal costs, partially offset by higher operating costs due to inflation. Shipments of 276 thousand metric tons increased 3% compared to the first quarter of the prior year on higher shipments of packaging and specialty rolled products, partially offset by lower shipments of automotive rolled products. Revenue of €1.2 billion increased 53% compared to the first quarter of 2021 primarily due to higher metal prices.
• Aerospace & Transportation (A&T)
| Q1<br>2021 | Var. | |||||
|---|---|---|---|---|---|---|
| Shipments (k metric tons) | 55 | 48 | 15 | % | ||
| Revenue ( millions) | 385 | 245 | 57 | % | ||
| Adjusted EBITDA ( millions) | 53 | 19 | 169 | % | ||
| Adjusted EBITDA per metric ton () | 961 | 409 | 135 | % |
All values are in Euros.
For the first quarter of 2022, Adjusted EBITDA increased 169% compared to the first quarter of 2021 primarily due to higher shipments and improved price and mix, partially offset by higher operating costs due to inflation and production increases. The first quarter of 2022 included a €10 million customer payment related to a contractual volume commitment. Shipments of 55 thousand metric tons increased 15% compared to the first quarter of the prior year on higher shipments of aerospace and TID rolled products. Revenue of €385 million increased 57% compared to the first quarter of 2021 primarily due to higher metal prices, higher shipments and improved price and mix.
3
• Automotive Structures & Industry (AS&I)
| Q1<br>2021 | Var. | |||||
|---|---|---|---|---|---|---|
| Shipments (k metric tons) | 70 | 70 | n.m. | |||
| Revenue ( millions) | 459 | 350 | 31 | % | ||
| Adjusted EBITDA ( millions) | 37 | 38 | (3 | )% | ||
| Adjusted EBITDA per metric ton () | 520 | 540 | (4 | )% |
All values are in Euros.
For the first quarter of 2022, Adjusted EBITDA decreased 3% compared to the first quarter of 2021 primarily due to higher operating costs due to inflation, largely offset by improved price and mix. Shipments of 70 thousand metric tons were stable compared to the first quarter of the prior year as higher shipments of other extruded products were offset by lower shipments of automotive extruded products. Revenue of €459 million increased 31% compared to the first quarter of 2021 primarily due to higher metal prices.
• Net Income
For the first quarter of 2022, net income of €179 million compares to net income of €48 million in the first quarter of the prior year. The increase in net income is primarily related to higher gross profit, a favorable change in gains and losses on derivatives related to our metal hedging positions, and lower finance costs, partially offset by higher tax expense.
• Cash Flow
Free Cash Flow was €26 million for the first quarter of 2022 compared to €46 million in the first quarter of the prior year. The change was primarily due to an unfavorable change in working capital, partially offset by stronger Adjusted EBITDA.
Cash flows from operating activities were €58 million for the first quarter of 2022 compared to cash flows from operating activities of €75 million in the first quarter of the prior year. Constellium increased derecognized factored receivables by €5 million for the first quarter of 2022 compared to an increase of €6 million in the first quarter of the prior year.
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Cash flows used in investing activities were €32 million for the first quarter of 2022 compared to cash flows used in investing activities of €29 million in the first quarter of the prior year.
Cash flows used in financing activities were €14 million for the first quarter of 2022 compared to cash flows used in financing activities of €145 million in the prior year. In the first quarter of 2021, Constellium issued $500 million of 3.75% Sustainability-Linked Senior Notes due 2029 and used the proceeds and cash on the balance sheet to redeem $650 million of 6.625% Senior Notes due 2025.
• Liquidity and Net Debt
Liquidity at March 31, 2022 was €853 million, comprised of €160 million of cash and cash equivalents and €693 million available under our committed lending facilities and factoring arrangements.
Net debt was €1,977 million at March 31, 2022 compared to €1,981 million at December 31, 2021.
• Outlook
Based on our current outlook, we expect Adjusted EBITDA in the range of €640 million to €660 million in 2022.
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.
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• 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, including the length and magnitude of disruption resulting from the global COVID-19 pandemic; the Russian invasion of 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 €6.2 billion of revenue in 2021.
Constellium’s earnings materials for the first quarter ended March 31, 2022, are also available on the company’s website (www.constellium.com).
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CONSOLIDATED INCOME STATEMENT (UNAUDITED)
| Three months endedMarch 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions of Euros) | 2022 | 2021 | ||||
| Revenue | 1,979 | 1,341 | ||||
| Cost of sales | (1,762 | ) | (1,199 | ) | ||
| Gross profit | **** | 217 | **** | **** | 142 | **** |
| Selling and administrative expenses | (68 | ) | (60 | ) | ||
| Research and development expenses | (11 | ) | (11 | ) | ||
| Other gains and losses - net | 110 | 43 | ||||
| Income from operations | **** | 248 | **** | **** | 114 | **** |
| Finance costs - net | (30 | ) | (55 | ) | ||
| Income before tax | **** | 218 | **** | **** | 59 | **** |
| Income tax expense | (39 | ) | (11 | ) | ||
| Net income | **** | 179 | **** | **** | 48 | **** |
| Net income attributable to: | ||||||
| Equity holders of Constellium | 177 | 46 | ||||
| Non-controlling interests | 2 | 2 | ||||
| Net income | **** | 179 | **** | **** | 48 | **** |
| Earnings per share attributable to the equity holders of Constellium, (in Euros) | ||||||
| Basic | 1.25 | 0.33 | ||||
| Diluted | 1.20 | 0.32 | ||||
| Weighted average number of shares, (in thousands) | ||||||
| Basic | 141,677 | 139,963 | ||||
| Diluted | 147,525 | 145,896 |
7
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME / (LOSS) (UNAUDITED)
| Three months endedMarch 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions of Euros) | 2022 | 2021 | ||||
| Net income | **** | 179 | **** | **** | 48 | **** |
| Other comprehensive income | ||||||
| Items that will not be reclassified subsequently to the consolidated incomestatement | ||||||
| Remeasurement on post-employment benefit obligations | 76 | 65 | ||||
| Income tax on remeasurement on post-employment benefit obligations | (13 | ) | (13 | ) | ||
| Items that may be reclassified subsequently to the consolidated incomestatement | ||||||
| Cash flow hedges | (2 | ) | (11 | ) | ||
| Income tax on hedges | 1 | 3 | ||||
| Currency translation differences | 11 | 13 | ||||
| Other comprehensive income | **** | 73 | **** | **** | 57 | **** |
| Total comprehensive income | **** | 252 | **** | **** | 105 | **** |
| Attributable to: | ||||||
| Equity holders of Constellium | 250 | 102 | ||||
| Non-controlling interests | 2 | 3 | ||||
| Total comprehensive income | **** | 252 | **** | **** | 105 | **** |
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
| (in millions of Euros) | At March 31,2022 | At December 31,2021 | |||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 160 | 147 | |||
| Trade receivables and other | 927 | 683 | |||
| Inventories | 1,318 | 1,050 | |||
| Other financial assets | 110 | 58 | |||
| **** | 2,515 | **** | 1,938 | **** | |
| Non-current assets | |||||
| Property, plant and equipment | 1,943 | 1,948 | |||
| Goodwill | 460 | 451 | |||
| Intangible assets | 57 | 58 | |||
| Deferred tax assets | 124 | 162 | |||
| Trade receivables and other | 58 | 55 | |||
| Other financial assets | 16 | 12 | |||
| **** | 2,658 | **** | 2,686 | **** | |
| Total Assets | **** | 5,173 | **** | 4,624 | **** |
| Liabilities | |||||
| Current liabilities | |||||
| Trade payables and other | 1,723 | 1,377 | |||
| Borrowings | 254 | 258 | |||
| Other financial liabilities | 24 | 25 | |||
| Income tax payable | 43 | 34 | |||
| Provisions | 21 | 20 | |||
| **** | 2,065 | **** | 1,714 | **** | |
| Non-current liabilities | |||||
| Trade payables and other | 36 | 32 | |||
| Borrowings | 1,884 | 1,871 | |||
| Other financial liabilities | 7 | 6 | |||
| Pension and other post-employment benefit obligations | 525 | 599 | |||
| Provisions | 96 | 97 | |||
| Deferred tax liabilities | 13 | 14 | |||
| **** | 2,561 | **** | 2,619 | **** | |
| Total Liabilities | **** | 4,626 | **** | 4,333 | **** |
| Equity | |||||
| Share capital | 3 | 3 | |||
| Share premium | 420 | 420 | |||
| Retained earnings / (deficit) and other reserves | 105 | (149 | ) | ||
| Equity attributable to equity holders of Constellium | **** | 528 | **** | 274 | **** |
| Non-controlling interests | 19 | 17 | |||
| Total Equity | **** | 547 | **** | 291 | **** |
| Total Equity and Liabilities | **** | 5,173 | **** | 4,624 | **** |
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
| (in millions of Euros) | Sharecapital | Sharepremium | Re-<br>measurement | Cashflowhedges | Foreigncurrencytranslationreserve | Otherreserves | Retained(losses) /earnings | Total | Non-controllinginterests | Totalequity | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | **** |
| (in millions of Euros) | Sharecapital | Sharepremium | Re-<br>measurement | Cashflowhedges | Foreigncurrencytranslationreserve | Otherreserves | Retainedlosses | Total | Non-controllinginterests | Totalequity | |||||||||||||||||
| At January 1, 2021 | **** | 3 | **** | 420 | **** | (192 | ) | **** | 9 | **** | **** | (13 | ) | **** | 68 | **** | (410 | ) | **** | (115 | ) | **** | 14 | **** | **** | (101 | ) |
| Net income | — | — | — | — | — | — | 46 | 46 | 2 | 48 | |||||||||||||||||
| Other comprehensive income / (loss) | — | — | 52 | (8 | ) | 12 | — | — | 56 | 1 | 57 | ||||||||||||||||
| Total comprehensive income / (loss) | **** | — | **** | — | **** | 52 | **** | **** | (8 | ) | **** | 12 | **** | **** | — | **** | 46 | **** | **** | 102 | **** | **** | 3 | **** | **** | 105 | **** |
| Share-based compensation | — | — | — | — | — | 4 | — | 4 | — | 4 | |||||||||||||||||
| Transactions with non-controlling interests | — | — | — | — | — | — | — | — | (2 | ) | (2 | ) | |||||||||||||||
| At March 31, 2021 | **** | 3 | **** | 420 | **** | (140 | ) | **** | 1 | **** | **** | (1 | ) | **** | 72 | **** | (364 | ) | **** | (9 | ) | **** | 15 | **** | **** | 6 | **** |
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CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
| Three months endedMarch 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions of Euros) | 2022 | 2021 | ||||
| Net income | 179 | 48 | ||||
| Adjustments | ||||||
| Depreciation and amortization | 66 | 63 | ||||
| Pension and other post-employment benefits service costs | 5 | 7 | ||||
| Finance costs - net | 30 | 55 | ||||
| Income tax expense | 39 | 11 | ||||
| Unrealized gains on derivatives - net and from remeasurement of monetary assets and liabilities -<br>net | (58 | ) | (30 | ) | ||
| Losses on disposal | 1 | — | ||||
| Other - net | 4 | 2 | ||||
| Change in working capital | ||||||
| Inventories | (256 | ) | (109 | ) | ||
| Trade receivables | (210 | ) | (108 | ) | ||
| Trade payables | 320 | 183 | ||||
| Other | (16 | ) | 7 | |||
| Change in provisions | (2 | ) | (4 | ) | ||
| Pension and other post-employment benefits paid | (11 | ) | (11 | ) | ||
| Interest paid | (29 | ) | (44 | ) | ||
| Income tax (paid) / refunded | (4 | ) | 5 | |||
| Net cash flows from operating activities | **** | 58 | **** | **** | 75 | **** |
| Purchases of property, plant and equipment | (33 | ) | (32 | ) | ||
| Property, plant and equipment grants received | 1 | 3 | ||||
| Net cash flows used in investing activities | **** | (32 | ) | **** | (29 | ) |
| Proceeds from issuance of Senior Notes | — | 412 | ||||
| Repayments of Senior Notes | — | (535 | ) | |||
| Proceeds from other borrowings | 1 | 2 | ||||
| Repayments of other borrowings | (4 | ) | (2 | ) | ||
| Lease repayments | (11 | ) | (9 | ) | ||
| Payment of financing costs and redemption fees | — | (16 | ) | |||
| Other financing activities | — | 3 | ||||
| Net cash flows used in financing activities | **** | (14 | ) | **** | (145 | ) |
| Net increase / (decrease) in cash and cash equivalent | **** | 12 | **** | **** | (99 | ) |
| Cash and cash equivalents - beginning of year | 147 | 439 | ||||
| Effect of exchange rate changes on cash and cash equivalents | 1 | 2 | ||||
| Cash and cash equivalents - end of period | **** | 160 | **** | **** | 342 | **** |
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SEGMENT ADJUSTED EBITDA
| Three months endedMarch 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions of Euros) | 2022 | 2021 | ||||
| P&ARP | 82 | 68 | ||||
| A&T | 53 | 19 | ||||
| AS&I | 37 | 38 | ||||
| Holdings and Corporate | (5 | ) | (4 | ) | ||
| Total | **** | 167 | **** | **** | 121 | **** |
SHIPMENTS AND REVENUE BY PRODUCT LINE
| Three months endedMarch 31, | ||||||
|---|---|---|---|---|---|---|
| (in k metric tons) | 2022 | 2021 | ||||
| Packaging rolled products | 206 | 194 | ||||
| Automotive rolled products | 59 | 63 | ||||
| Specialty and other thin-rolled products | 11 | 10 | ||||
| Aerospace rolled products | 16 | 13 | ||||
| Transportation, industry, defense and other rolled products | 39 | 35 | ||||
| Automotive extruded products | 30 | 34 | ||||
| Other extruded products | 40 | 36 | ||||
| Total shipments | **** | 401 | **** | **** | 385 | **** |
| (in millions of Euros) | ||||||
| Packaging rolled products | 852 | 519 | ||||
| Automotive rolled products | 263 | 208 | ||||
| Specialty and other thin-rolled products | 53 | 39 | ||||
| Aerospace rolled products | 143 | 87 | ||||
| Transportation, industry, defense and other rolled products | 242 | 158 | ||||
| Automotive extruded products | 226 | 201 | ||||
| Other extruded products | 233 | 149 | ||||
| Other and inter-segment eliminations | (33 | ) | (20 | ) | ||
| Total revenue | **** | 1,979 | **** | **** | 1,341 | **** |
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NON-GAAP MEASURES
Reconciliation of Revenue to VAR (a non-GAAP measure)
| Three months endedMarch 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions of Euros) | 2022 | 2021 | ||||
| Revenue | 1,979 | 1,341 | ||||
| Hedged cost of alloyed metal | (1,227 | ) | (765 | ) | ||
| Revenue from incidental activities | (6 | ) | (8 | ) | ||
| Metal time lag | (94 | ) | (31 | ) | ||
| VAR | **** | 652 | **** | **** | 537 | **** |
Reconciliation of net income to Adjusted EBITDA (a non-GAAP measure)
| Three months endedMarch 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions of Euros) | 2022 | 2021 | ||||
| Net income | **** | 179 | **** | **** | 48 | **** |
| Income tax expense | 39 | 11 | ||||
| Income before tax | **** | 218 | **** | **** | 59 | **** |
| Finance costs - net | 30 | 55 | ||||
| Income from operations | **** | 248 | **** | **** | 114 | **** |
| Depreciation and amortization | 66 | 63 | ||||
| Restructuring costs | — | 1 | ||||
| Unrealized gains on derivatives | (57 | ) | (28 | ) | ||
| Unrealized exchange gains from the remeasurement of monetary assets and liabilities –<br>net | (1 | ) | (2 | ) | ||
| Share based compensation costs | 4 | 4 | ||||
| Metal price lag (A) | (94 | ) | (31 | ) | ||
| Losses on disposal | 1 | — | ||||
| Adjusted EBITDA | **** | 167 | **** | **** | 121 | **** |
| (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 endedMarch 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| (in millions of Euros) | 2022 | 2021 | ||||
| Net cash flows from operating activities | **** | 58 | **** | **** | 75 | **** |
| Purchases of property, plant and equipment | (33 | ) | (32 | ) | ||
| Property, plant and equipment grants received | 1 | 3 | ||||
| Free Cash Flow | **** | 26 | **** | **** | 46 | **** |
Reconciliation of borrowings to Net debt (a non-GAAP measure)
| (in millions of Euros) | At March 31,2022 | At December 31,2020 | ||||
|---|---|---|---|---|---|---|
| Borrowings | 2,138 | 2,129 | ||||
| Fair value of net debt derivatives, net of margin calls | (1 | ) | (1 | ) | ||
| Cash and cash equivalents | (160 | ) | (147 | ) | ||
| Net debt | **** | 1,977 | **** | **** | 1,981 | **** |
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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: Value-Added Revenue (“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.
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.
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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.
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, equity contributions and loans to joint ventures and other investing activities. 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.
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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 2022 Earnings Call April 27, 2022 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, including the length and magnitude of disruption resulting from the global COVID-19 pandemic; the Russian invasion of 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 of 1.6 in Q1 2022 Ø Shipments: 401kt (+4% YoY) Ø Revenue: €2.0 billion (+48% YoY) Ø VAR: €652 million (+21% YoY) Ø Net income: €179 million Ø Adjusted EBITDA: €167 million (+38% YoY) Ø Cash from Operations: €58 million Ø Free Cash Flow: €26 million Ø Leverage: 3.2x at March 31, 2022 Very Strong Q1 Results Despite Significant Inflationary Pressures Q1 2022 Highlights (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 Net Debt / LTM Adjusted EBITDA Adjusted EBITDA Bridge € in millions Down 1.4x +38%
Peter Matt Chief Financial Officer
VAR Bridge Q1 2022 vs. Q1 2021 € millions +21%
Q1 Adjusted EBITDA Bridge Q1 2022 Performance Packaging & Automotive Rolled Products Q1 2022 Q1 2021 Var. Shipments (kt) 276 267 3% Revenue (€m) 1,168 766 53% Adj. EBITDA (€m) 82 68 20% Adj. EBITDA (€ / t) 296 255 16% € in millions Ø Adjusted EBITDA of €82 million Ø Higher packaging shipments offset lower automotive shipments Ø Improved price and mix Ø Higher operating costs due to inflation partially offset by favorable metal costs Ø Favorable FX translation
Q1 2022 Performance Aerospace & Transportation Q1 2022 Q1 2021 Var. Shipments (kt) 55 48 15% Revenue (€m) 385 245 57% Adj. EBITDA (€m) 53 19 169% Adj. EBITDA (€ / t) 961 409 135% Ø Adjusted EBITDA of €53 million Ø Higher aerospace and TID shipments Ø Improved price and mix (including €10M customer contractual payment) Ø Higher operating costs due to inflation and production increases Q1 Adjusted EBITDA Bridge € in millions
Q1 2022 Performance Automotive Structures & Industry Q1 2022 Q1 2021 Var. Shipments (kt) 70 70 n.m. Revenue (€m) 459 350 31% Adj. EBITDA (€m) 37 38 (3)% Adj. EBITDA (€ / t) 520 540 (4)% Ø Adjusted EBITDA of €37 million Ø Higher industry shipments offset lower automotive shipments Ø Improved price and mix Ø Higher operating costs due to inflation Q1 Adjusted EBITDA Bridge € in millions
Experienced more significant inflationary pressures in Q1 than prior quarters Metal supply remains tight Higher costs for alloying elements like magnesium Non metal costs also higher: Labor Energy (especially in Europe) Maintenance/supplies Transportation Q1 Impacts Continuing Our Focus on Cost Control Inflation is significant, but manageable - largely offset by improved pricing and our relentless focus on cost control Solid cost performance by businesses; Vision '25 initiatives help protect future Increased efficiency Reduced input consumption Structural cost reductions Inflationary protections (i.e. PPI inflators) in existing contracts New contracts with better pricing and better protections Tools to Address Inflationary Pressures
1Q 2022 1Q 2021 Net cash flows from operating activities 58 75 Purchases of property, plant and equipment, net of grants (32) (29) Free Cash Flow 26 46 € in millions Free Cash Flow Highlights Consistent Free Cash Flow Generation Ø Free Cash Flow of €26 million in Q1 Ø Strong Adjusted EBITDA Ø Working capital build (mainly related to higher activity levels and metal prices) Ø Lower cash interest Current 2022 Expectations Ø Free Cash Flow: >€170 million Ø Capex: ~€250-260 million Ø Cash interest: ~€100 million Ø Cash taxes: ~€20-25 million Free Cash Flow
Ø Leverage at 3.2x, a multi-year low Ø Expect leverage below 3.0x by the end of 2022 Ø No near-term bond maturities Ø Strong liquidity position Ø Gradually reducing excess liquidity added during the pandemic Leverage at 3.2x and expected to head lower € in millions Net Debt and Leverage Maturity Profile* Liquidity € in millions € in millions Leverage: Net Debt / LTM Adjusted EBITDA Debt / Liquidity Highlights * Does not include State Loans Net Debt and Liquidity
Jean-Marc Germain Chief Executive Officer
Potential 2022 Impacts from the War in Ukraine No operations and de minimis sales in Russia or Ukraine Supplier impacts limited thus far, though monitoring situation closely Small amounts of metal input (~4%) from Russian suppliers; potential for lost sales, some offset from higher metal prices More meaningful exposure to Russian natural gas (like rest of Europe) Potential risk for broader demand destruction
Demand generally remains very strong; we are benefiting from sustainability driven, secular growth trends across many of our end markets End Market Updates Market Commentary % LTM Revenue Packaging Strong market in North America and in Europe Focus on sustainability driving increased demand for aluminium cans Mid-single digit annual demand growth supported by can-maker capacity additions in both North America and Europe 44% Automotive Lightweighting megatrend driving increased demand for rolled and extruded products; fleet electrification trend gaining momentum Consumer demand for luxury cars, light trucks, and SUVs remains strong; dealer inventories are low Demand uncertainty to continue in 2Q 2022 as a result of the semiconductor shortage; expecting modest improvement in 2H 2022 25% Aerospace Major OEMs have announced build rate increases; returned to YoY growth in shipments in 1Q 2022 Long-term trends expected to remain intact, including increased passenger traffic and higher build rates for single aisle aircraft 7% Other Specialties Transportation, Industry and Defense (Rolled): North America: Strong demand Europe: Strong demand Industry (Extrusions): Europe: Strong demand 24%
Focused on executing our strategy, delivering our long-term EBITDA guidance, and increasing shareholder value Targets Strong performance in 1Q 2022 Record Q1 Adjusted EBITDA despite significant inflationary pressures Solid operational performance, strong cost control, and consistent Free Cash Flow generation Leverage of 3.2x at quarter-end, a multi-year low Well-positioned to deliver strong performance in 2022 and beyond Demand across most end markets remains strong; sustainability megatrends support continuing strong demand Improved pricing offsetting most inflationary pressures Focused on execution Exciting future ahead with opportunities to grow our business and enhance profitability and returns Key Messages and Guidance 2022 Adjusted EBITDA: €640 to €660 million 2022 Free Cash Flow: >€170 million Medium-Term Leverage: 2.5x Long-Term Adjusted EBITDA: >€800 million by 2025
Q&A
Appendix
Three months ended March 31, (in millions of Euros) 2022 2021 Revenue 1,979 1,341 Hedged cost of alloyed metal (1,227) (765) Revenue from incidental activities (6) (8) Metal time lag (94) (31) VAR 652 537 Adjusted EBITDA 167 121 VAR Margin 25.7% 22.6% VAR Reconciliation
Reconciliation of Net Income to Adjusted EBITDA Three months ended March 31, (in millions of Euros) 2022 2021 Net income 179 48 Income tax expense 39 11 Income before tax 218 59 Finance costs - net 30 55 Income from operations 248 114 Depreciation and amortization 66 63 Restructuring costs — 1 Unrealized gains on derivatives (57) (28) Unrealized exchange gains from the remeasurement of monetary assets and liabilities – net (1) (2) Share based compensation costs 4 4 Metal price lag (94) (31) Losses on disposal 1 — Adjusted EBITDA 167 121
Free Cash Flow Reconciliation (in millions of Euros) Three months ended March 31, 2022 2021 Net cash flows from operating activities 58 75 Purchases of property, plant and equipment (33) (32) Property, plant and equipment grants received 1 3 Free Cash Flow 26 46
(in millions of Euros) March 31, 2022 December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 Borrowings 2,138 2,129 2,282 2,257 2,325 Fair value of net debt derivatives, net of margin calls (1) (1) 5 9 25 Cash and cash equivalents (160) (147) (323) (290) (342) Net Debt 1,977 1,981 1,964 1,976 2,008 LTM Adjusted EBITDA 627 581 545 528 439 Leverage 3.2x 3.4x 3.6x 3.7x 4.6x Net Debt Reconciliation
Reconciliation of Net Income to Adjusted EBITDA Twelve months ended (in millions of Euros) March 31, 2022 December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 Net income / (loss) 393 262 281 202 62 Income tax expense / (benefit) 83 55 48 35 2 Income / (loss) before tax 476 317 329 237 64 Finance costs - net 142 167 161 164 169 Income from operations 618 484 490 401 233 Depreciation and amortization 270 267 258 255 256 Impairment of assets — — 29 38 43 Restructuring costs 2 3 3 5 14 Unrealized gains on derivatives (64) (35) (84) (70) (97) Unrealized exchange losses / (gains) from the remeasurement of monetary assets and liabilities - net — (1) (1) (3) (5) Losses on pension plan amendments 32 32 2 2 2 Share based compensation costs 15 15 15 14 15 Metal price lag (250) (187) (169) (117) (37) Start-up and development costs — — — 1 3 Losses on disposals 4 3 3 4 4 Other — — (1) (2) 8 Adjusted EBITDA 627 581 545 528 439
Borrowings Table At March 31, At December 31, 2022 2021 (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 — — — — — Secured PGE French Facility (due 2022) €180 Floating 180 — — 180 180 Secured Inventory Facility (due 2023) €— Floating — — — — — Senior Unsecured Notes Issued November 2017 and due 2026 $300 5.875% 270 (2) 2 270 268 Issued November 2017 and due 2026 €400 4.250% 400 (4) 2 398 402 Issued June 2020 and due 2028 $325 5.625% 293 (5) 5 293 284 Issued February 2021 and due 2029 $500 3.750% 451 (6) 8 453 438 Issued June 2021 and due 2029 €300 3.125% 300 (5) 2 297 300 Unsecured Swiss Facility (due 2025) CHF15 1.175% 14 — — 14 14 Lease liabilities 177 — — 177 183 Other loans 55 — 1 56 60 Total Borrowings 2,140 (22) 20 2,138 2,129 Of which non-current 1,884 1,871 Of which current 254 258