Constellium SE 6-K, filed Apr 24, 2024
Constellium SE (CSTM)
About this 6-K
Constellium SE filed this 6-K on April 24, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2024
Commission File Number: 001-35931
Constellium SE
(Translation of registrant’s name into English)
| Washington Plaza, | 300 East Lombard Street | |
| 40-44 rue Washington | Suite 1710 | |
| 75008 Paris | Baltimore, MD 21202 | |
| France | United States | |
| (Head Office) |
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes ☐ No ☒
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached hereto as Exhibit 99.1 is a copy of the press release of Constellium SE (the “Company”), dated April 24, 2024, announcing its financial results for the first quarter ended March 31, 2024.
Attached hereto as Exhibit 99.2 is a copy of a presentation of the Company, dated April 24, 2024, summarizing its financial results for the first quarter ended March 31, 2024.
Exhibit Index
| No. |
Description | |
| 99.1 | Press Release issued by Constellium SE on April 24, 2024. | |
| 99.2 | Presentation posted by Constellium SE on April 24, 2024. | |
The information contained in Exhibit 99.1 of this Form 6-K (except for the second paragraph on page 2 containing certain quotes by the Chief Executive Officer, and the section titled “Outlook”), is incorporated by reference into any offering circular or registration statement (or into any prospectus that forms a part thereof) filed by Constellium SE with the Securities and Exchange Commission. Exhibit 99.2 is not incorporated by reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CONSTELLIUM SE (Registrant) | ||||||
| April 24, 2024 | By: | /s/ Jack Guo | ||||
| Name: | Jack Guo | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
Constellium Reports First Quarter 2024 Results
Paris, April 24, 2024 – Constellium SE (NYSE: CSTM) (“Constellium” or the “Company”) today reported results for the first quarter ended March 31, 2024.
As a reminder of the press release issued on February 21, 2024 and following the SEC comment letter review process, Constellium will no longer report Value-Added Revenue (VAR), a Non-GAAP financial measure. In addition, the Company has revised its definition of consolidated Adjusted EBITDA, a Non-GAAP financial measure, to no longer exclude the non-cash impact of metal price lag from its consolidated Adjusted EBITDA. Constellium will continue to exclude the non-cash impact of metal price lag from its Segment Adjusted EBITDA, which it uses for evaluating the performance of its operating segments. Following the revision of its definition, consolidated Adjusted EBITDA, less the non-cash impact of metal price lag, is equal to consolidated Adjusted EBITDA prior to the revision of its definition. Constellium will continue to provide its investors and other stakeholders with the necessary information to explain the non-cash impact of metal price lag on its reported results.
First quarter 2024 highlights:
| • | Shipments of 380 thousand metric tons, down 2% compared to Q1 2023 |
| • | Revenue of €1.7 billion, down 12% compared to Q1 2023 |
| • | Net income of €17 million compared to net income of €22 million in Q1 2023 |
| • | Adjusted EBITDA of €137 million |
| • | Includes non-cash metal price lag impact of €(13) million |
| • | Segment Adjusted EBITDA of €43 million at P&ARP, €80 million at A&T, €33 million at AS&I, and €(6) million at H&C |
| • | Cash from Operations of €54 million and Free Cash Flow of €(8) million |
| • | Repurchased 330 thousand shares of the Company stock for $6.9 million |
| • | Leverage of 2.4x at March 31, 2024 |
Jean-Marc Germain, Constellium’s Chief Executive Officer said, “Our team delivered solid first quarter results despite a mixed end market demand environment and significant weather-related impacts in the quarter at our facility in Muscle Shoals. A&T delivered record first quarter Segment Adjusted EBITDA with continued strength in aerospace. Packaging shipments, and can sheet specifically, were up in the quarter. Automotive demand remained healthy in the quarter in North America with softer demand continuing in Europe. We continued to experience weakness in most industrial markets. Free Cash Flow was in line with our expectations at negative €8 million and we ended the quarter with leverage at 2.4x, within our target leverage range of 1.5x to 2.5x. In addition, I am pleased to report that we launched our share repurchase program in March and repurchased 330 thousand shares for $6.9 million.”
Mr. Germain concluded, “As expected, we are continuing to face uncertainties on the macroeconomic and geopolitical fronts, though we like our end market positioning and we remain optimistic about our prospects for this year and beyond. Based on our current outlook, we are maintaining our prior guidance and expect to achieve Adjusted EBITDA, excluding the non-cash impact of metal price lag, in the range of €740 million to €770 million and Free Cash Flow in excess of €130 million in 2024. Beyond this year, we remain confident in our ability to deliver on our Adjusted EBITDA target, excluding the non-cash impact of metal price lag, of over €800 million in 2025. Our focus remains on executing our strategy and increasing shareholder value.”
Group Summary
| Q1 2024 |
Q1 2023 |
Var. | ||||||||||
| Shipments (k metric tons) |
380 | 389 | (2 | )% | ||||||||
| Revenue (€ millions) |
1,731 | 1,956 | (12 | )% | ||||||||
| Net income (€ millions) |
17 | 22 | n.m. | |||||||||
| Adjusted EBITDA (€ millions) |
137 | 150 | n.m. | |||||||||
| Metal price lag (non-cash) (€ millions) |
(13 | ) | (16 | ) | n.m. | |||||||
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 and the impact of metal price lag.
For the first quarter of 2024, shipments of 380 thousand metric tons decreased 2% compared to the first quarter of 2023 mostly due to lower shipments in the AS&I segment, partially offset by higher shipments in the P&ARP segment. Revenue of €1.7 billion decreased 12% compared to the first quarter of the prior year primarily due to lower shipments and lower metal prices. Net income of €17 million decreased €5 million compared to net income of €22 million in the first quarter of 2023. Adjusted EBITDA of €137 million decreased €13 million compared to Adjusted EBITDA of €150 million in the first quarter of last year primarily due to weaker results in our P&ARP and AS&I segments, partially offset by stronger results in our A&T segment.
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Results by Segment
Packaging & Automotive Rolled Products (P&ARP)
| Q1 2024 |
Q1 2023 |
Var. | ||||||||||
| Shipments (k metric tons) |
264 | 259 | 2 | % | ||||||||
| Revenue (€ millions) |
938 | 1,030 | (9 | )% | ||||||||
| Segment Adjusted EBITDA (€ millions) |
43 | 55 | (21 | )% | ||||||||
| Segment Adjusted EBITDA per metric ton (€) |
165 | 213 | (23 | )% | ||||||||
For the first quarter of 2024, Segment Adjusted EBITDA decreased 21% compared to the first quarter of 2023 primarily due to weather-related impacts and operating challenges in the quarter at our Muscle Shoals facility, unfavorable price and mix and unfavorable metal costs, partially offset by higher shipments. Shipments of 264 thousand metric tons increased 2% compared to the first quarter of the prior year due to higher shipments of packaging and automotive rolled products. Revenue of €938 million decreased 9% compared to the first quarter of 2023 primarily due to lower metal prices and unfavorable price and mix, partially offset by higher shipments.
Aerospace & Transportation (A&T)
| Q1 2024 |
Q1 2023 |
Var. | ||||||||||
| Shipments (k metric tons) |
57 | 58 | (1 | )% | ||||||||
| Revenue (€ millions) |
441 | 452 | (2 | )% | ||||||||
| Segment Adjusted EBITDA (€ millions) |
80 | 73 | 10 | % | ||||||||
| Segment Adjusted EBITDA per metric ton (€) |
1,382 | 1,246 | 11 | % | ||||||||
For the first quarter of 2024, Segment Adjusted EBITDA increased 10% compared to the first quarter of 2023 primarily due to improved price and mix and lower operating costs, partially offset by lower shipments. Shipments of 57 thousand metric tons decreased 1% compared to the first quarter of the prior year on higher shipments of aerospace rolled products, more than offset by lower shipments of transportation, industry and defense (TID) rolled products. Revenue of €441 million decreased 2% compared to the first quarter of 2023 primarily due to lower shipments and lower metal prices, partially offset by improved price and mix.
3
Automotive Structures & Industry (AS&I)
| Q1 2024 |
Q1 2023 |
Var. | ||||||||||
| Shipments (k metric tons) |
59 | 72 | (17 | )% | ||||||||
| Revenue (€ millions) |
364 | 483 | (25 | )% | ||||||||
| Segment Adjusted EBITDA (€ millions) |
33 | 43 | (23 | )% | ||||||||
| Segment Adjusted EBITDA per metric ton (€) |
558 | 599 | (7 | )% | ||||||||
For the first quarter of 2024, Segment Adjusted EBITDA decreased 23% compared to the first quarter of 2023 primarily due to lower shipments and unfavorable price and mix, partially offset by lower operating costs. Shipments of 59 thousand metric tons decreased 17% compared to the first quarter of the prior year due to lower shipments of automotive and other extruded products, including the sale of Constellium Extrusions Deutschland GmbH (“CED”) in September 2023. Revenue of €364 million decreased 25% compared to the first quarter of 2023 primarily due to lower shipments and lower metal prices.
The following table reconciles the total of our segments’ measures of profitability to the group’s Income from Operations:
| Three months ended March 31, | ||||||||
| (in millions of Euros) |
2024 | 2023 | ||||||
| P&ARP |
43 | 55 | ||||||
| A&T |
80 | 73 | ||||||
| AS&I |
33 | 43 | ||||||
| Holdings and Corporate |
(6 | ) | (5 | ) | ||||
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| Segment Adjusted EBITDA |
150 | 166 | ||||||
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| Metal price lag |
(13 | ) | (16 | ) | ||||
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| Adjusted EBITDA |
137 | 150 | ||||||
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| Other adjustments |
(79 | ) | (88 | ) | ||||
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| Income from operations |
58 | 62 | ||||||
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Reconciling items excluded from our Segment Adjusted EBITDA include the following:
Metal price lag
Metal price lag represents the financial impact of the timing difference between when aluminium prices included within Constellium’s Revenue are established and when aluminium purchase prices included in Cost of sales are established. The metal price lag will generally increase our earnings in times of rising primary aluminium prices and decrease our earnings in times of declining primary aluminium prices. The calculation of metal price lag adjustment is based on an internal
4
standardized methodology applied at each of Constellium’s manufacturing sites. Metal price lag is calculated as the average value of product purchased in the period, approximated at the market price, less the value of product in inventory at the weighted average of metal purchased over time, multiplied by the quantity sold in the period.
For both the first quarter of 2024 and the first quarter of 2023, metal price lag is negative which reflects LME prices for aluminium decreasing during the period.
Other adjustments are detailed in the Reconciliation of net income to Adjusted EBITDA Table on page 14.
Net Income
For the first quarter of 2024, net income of €17 million compares to net income of €22 million in the first quarter of the prior year. The decrease in net income is primarily related to higher selling and administrative expenses and higher income tax expense.
Cash Flow
Free Cash Flow was €(8) million in the first quarter of 2024 compared to €(34) million in first quarter of 2023. The change was primarily due to less cash used for working capital in the quarter than the prior year and lower capital expenditures, partially offset by lower Adjusted EBITDA.
Cash flows from operating activities were €54 million for the first quarter of 2024 compared to cash flows from operating activities of €34 million in the first quarter of the prior year.
Cash flows used in investing activities were €62 million for the first quarter of 2024 compared to cash flows used in investing activities of €68 million in the prior year.
Cash flows used in financing activities were €14 million for the first quarter of 2024 compared to cash flows from financing activities of €61 million in the prior year. During the first quarter of 2024, the Company repurchased 330 thousand shares of the Company stock for $6.9 million.
Liquidity and Net Debt
Liquidity at March 31, 2024 was €789 million, comprised of €180 million of cash and cash equivalents and €609 million available under our committed lending facilities and factoring arrangements.
Net debt was €1,704 million at March 31, 2024 compared to €1,664 million at December 31, 2023.
5
Outlook
Based on our current outlook, we expect Adjusted EBITDA, excluding the non-cash impact of metal price lag, to be in the range of €740 million to €770 million and Free Cash Flow in excess of €130 million in 2024.
We are not able to provide a reconciliation of this Adjusted EBITDA guidance to net income, the comparable GAAP measure, because certain items that are excluded from Adjusted EBITDA cannot be reasonably predicted or are not in our control. In particular, we are unable to forecast the timing or magnitude of realized and unrealized gains and losses on derivative instruments, non-cash impact of metal price lag, impairment or restructuring charges, or taxes without unreasonable efforts, and these items could significantly impact, either individually or in the aggregate, net income in the future.
Recent Developments
On April 15, 2024, Moody’s upgraded Constellium’s credit rating to Ba3 with a stable outlook.
Constellium announced today that it is investing in a third Airware® casthouse at its Issoire facility in France, to support increased demand of its proprietary aluminium-lithium alloy solutions. This new casthouse will allow Constellium to significantly increase its production of Airware® products, which are already in use across several major aircraft platforms and space programs today. The investment is expected to be completed by the end of 2025 and scheduled to ramp-up in 2026 and will further strengthen the Company’s market leadership position.
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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; the Russian war on Ukraine and other geopolitical tensions; the inability to meet customer demand and quality requirements; the loss of key customers, suppliers or other business relationships; supply disruptions; excessive inflation; the capacity and effectiveness of our hedging policy activities; the loss of key employees; levels of indebtedness which could limit our operating flexibility and opportunities; and other risk factors set forth under the heading “Risk Factors” in our Annual Report on Form 20-F, and as described from time to time in subsequent reports filed with the U.S. Securities and Exchange Commission. The occurrence of the events described and the achievement of the expected results depend on many events, some or all of which are not predictable or within our control. Consequently, actual results may differ materially from the forward-looking statements contained in this press release. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.
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 aerospace, automotive and packaging. Constellium generated €7.2 billion of revenue in 2023.
Constellium’s earnings materials for the first quarter ended March 31, 2024, are also available on the company’s website (www.constellium.com).
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CONSOLIDATED INCOME STATEMENT (UNAUDITED)
| Three months ended March 31, | ||||||||
| (in millions of Euros) |
2024 | 2023 | ||||||
| Revenue |
1,731 | 1,956 | ||||||
| Cost of sales |
(1,570 | ) | (1,795 | ) | ||||
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| Gross profit |
161 | 161 | ||||||
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| Selling and administrative expenses |
(75 | ) | (71 | ) | ||||
| Research and development expenses |
(15 | ) | (13 | ) | ||||
| Other gains and losses - net |
(13 | ) | (15 | ) | ||||
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| Income from operations |
58 | 62 | ||||||
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| Finance costs - net |
(33 | ) | (35 | ) | ||||
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| Income before tax |
25 | 27 | ||||||
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| Income tax expense |
(8 | ) | (5 | ) | ||||
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| Net income |
17 | 22 | ||||||
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| Net income attributable to: |
||||||||
| Equity holders of Constellium |
16 | 20 | ||||||
| Non-controlling interests |
1 | 2 | ||||||
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| Net income |
17 | 22 | ||||||
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| Earnings per share attributable to the equity holders of Constellium, (in Euros) |
||||||||
| Basic |
0.11 | 0.14 | ||||||
| Diluted |
0.11 | 0.14 | ||||||
| Weighted average number of shares, (in thousands) |
||||||||
| Basic |
146,796 | 144,302 | ||||||
| Diluted |
149,842 | 147,312 | ||||||
8
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME / (LOSS) (UNAUDITED)
| Three months ended March 31, | ||||||||
| (in millions of Euros) |
2024 | 2023 | ||||||
| Net income |
17 | 22 | ||||||
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| Other comprehensive income / (loss) |
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| Items that will not be reclassified subsequently to the consolidated income statement |
||||||||
| Remeasurement on post-employment benefit obligations |
23 | (1 | ) | |||||
| Income tax on remeasurement on post-employment benefit obligations |
(3 | ) | 1 | |||||
| Items that may be reclassified subsequently to the consolidated income statement |
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| Cash flow hedges |
(2 | ) | 3 | |||||
| Income tax on cash flow hedges |
— | (1 | ) | |||||
| Currency translation differences |
13 | (13 | ) | |||||
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| Other comprehensive income / (loss) |
31 | (11 | ) | |||||
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| Total comprehensive income |
48 | 11 | ||||||
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| Attributable to: |
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| Equity holders of Constellium |
47 | 10 | ||||||
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| Non-controlling interests |
1 | 1 | ||||||
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| Total comprehensive income |
48 | 11 | ||||||
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
| (in millions of Euros) |
At March 31, 2024 | At December 31, 2023 | ||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
180 | 202 | ||||||
| Trade receivables and other |
655 | 490 | ||||||
| Inventories |
1,088 | 1,098 | ||||||
| Other financial assets |
20 | 30 | ||||||
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| 1,943 | 1,820 | |||||||
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| Non-current assets |
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| Property, plant and equipment |
2,051 | 2,047 | ||||||
| Goodwill |
472 | 462 | ||||||
| Intangible assets |
45 | 47 | ||||||
| Deferred tax assets |
228 | 252 | ||||||
| Trade receivables and other |
32 | 31 | ||||||
| Other financial assets |
1 | 2 | ||||||
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| 2,829 | 2,841 | |||||||
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| Total Assets |
4,772 | 4,661 | ||||||
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| Liabilities |
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| Current liabilities |
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| Trade payables and other |
1,362 | 1,263 | ||||||
| Borrowings |
52 | 54 | ||||||
| Other financial liabilities |
35 | 34 | ||||||
| Income tax payable |
17 | 19 | ||||||
| Provisions |
20 | 18 | ||||||
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| 1,486 | 1,388 | |||||||
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| Non-current liabilities |
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| Trade payables and other |
59 | 59 | ||||||
| Borrowings |
1,831 | 1,814 | ||||||
| Other financial liabilities |
5 | 8 | ||||||
| Pension and other post-employment benefit obligations |
391 | 411 | ||||||
| Provisions |
85 | 89 | ||||||
| Deferred tax liabilities |
5 | 28 | ||||||
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| 2,376 | 2,409 | |||||||
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| Total Liabilities |
3,862 | 3,797 | ||||||
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| Equity | ||||||||
| Share capital |
3 | 3 | ||||||
| Share premium |
420 | 420 | ||||||
| Retained earnings and other reserves |
467 | 420 | ||||||
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| Equity attributable to equity holders of Constellium |
890 | 843 | ||||||
| Non-controlling interests |
20 | 21 | ||||||
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| Total Equity |
910 | 864 | ||||||
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| Total Equity and Liabilities |
4,772 | 4,661 | ||||||
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
| (in millions of Euros) |
Share capital |
Share premium |
Treasury shares |
Re- measure ment |
Cash flow hedges |
Foreign currency translation reserve |
Other reserves |
Retained earnings |
Total | Non- controlling interests |
Total equity |
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| At January 1, 2024 |
3 | 420 | — | 13 | (4 | ) | 16 | 121 | 274 | 843 | 21 | 864 | ||||||||||||||||||||||||||||||||
| Net income |
— | — | — | — | — | — | — | 16 | 16 | 1 | 17 | |||||||||||||||||||||||||||||||||
| Other comprehensive (loss) / income |
— | — | — | 20 | (2 | ) | 13 | — | — | 31 | — | 31 | ||||||||||||||||||||||||||||||||
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| Total comprehensive (loss) / income |
— | — | — | 20 | (2 | ) | 13 | — | 16 | 47 | 1 | 48 | ||||||||||||||||||||||||||||||||
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| Share-based compensation |
— | — | — | — | — | — | 6 | — | 6 | — | 6 | |||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares |
— | — | (6 | ) | — | — | — | — | — | (6 | ) | — | (6 | ) | ||||||||||||||||||||||||||||||
| Transactions with non-controlling interests |
— | — | — | — | — | — | — | — | — | (2 | ) | (2 | ) | |||||||||||||||||||||||||||||||
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| At March 31, 2024 |
3 | 420 | (6 | ) | 33 | (6 | ) | 29 | 127 | 290 | 890 | 20 | 910 | |||||||||||||||||||||||||||||||
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| (in millions of Euros) |
Share capital |
Share premium |
Treasury shares |
Re- measure ment |
Cash flow hedges |
Foreign currency translation reserve |
Other reserves |
Retained earnings |
Total | Non- controlling interests |
Total equity |
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| 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 | ) | |||||||||||||||||||||||||||||
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| Total comprehensive income / (loss) |
— | — | — | — | 2 | (12 | ) | — | 20 | 10 | 1 | 11 | ||||||||||||||||||||||||||||||||
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| Share-based compensation |
— | — | — | — | — | — | 3 | — | 3 | — | 3 | |||||||||||||||||||||||||||||||||
| Transactions with non-controlling interests |
— | — | — | — | — | — | — | — | — | (1 | ) | (1 | ) | |||||||||||||||||||||||||||||||
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| At March 31, 2023 |
3 | 420 | — | 28 | (8 | ) | 29 | 104 | 168 | 744 | 21 | 765 | ||||||||||||||||||||||||||||||||
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11
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
| Three months ended March 31, | ||||||||
| (in millions of Euros) |
2024 | 2023 | ||||||
| Net income |
17 | 22 | ||||||
| Adjustments |
||||||||
| Depreciation and amortization |
71 | 72 | ||||||
| Pension and other post-employment benefits service costs |
6 | 6 | ||||||
| Finance costs - net |
33 | 35 | ||||||
| Income tax expense |
8 | 5 | ||||||
| Unrealized losses on derivatives - net and from remeasurement of monetary assets and liabilities - net |
2 | 8 | ||||||
| Losses on disposal |
1 | 6 | ||||||
| Other - net |
6 | 3 | ||||||
| Change in working capital |
||||||||
| Inventories |
17 | 78 | ||||||
| Trade receivables |
(144 | ) | (217 | ) | ||||
| Trade payables |
92 | 84 | ||||||
| Other |
(9 | ) | (17 | ) | ||||
| Change in provisions |
(2 | ) | (1 | ) | ||||
| Pension and other post-employment benefits paid |
(9 | ) | (10 | ) | ||||
| Interest paid |
(30 | ) | (34 | ) | ||||
| Income tax paid |
(5 | ) | (6 | ) | ||||
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| Net cash flows from operating activities |
54 | 34 | ||||||
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| Purchases of property, plant and equipment |
(68 | ) | (69 | ) | ||||
| Property, plant and equipment grants received |
6 | 1 | ||||||
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| Net cash flows used in investing activities |
(62 | ) | (68 | ) | ||||
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| Repurchase of ordinary shares |
(6 | ) | — | |||||
| Repayments of long-term borrowings |
(2 | ) | (3 | ) | ||||
| Net change in revolving credit facilities and short-term borrowings |
1 | 73 | ||||||
| Lease repayments |
(6 | ) | (7 | ) | ||||
| Transactions with non-controlling interests |
(2 | ) | — | |||||
| Other financing activities |
1 | (2 | ) | |||||
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| Net cash flows (used in) / from financing activities |
(14 | ) | 61 | |||||
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| Net (decrease) / increase in cash and cash equivalent |
(22 | ) | 27 | |||||
| Cash and cash equivalents - beginning of period |
202 | 166 | ||||||
| Transfer of cash and cash equivalents from assets classified as held for sale |
— | 1 | ||||||
| Effect of exchange rate changes on cash and cash equivalents |
— | (1 | ) | |||||
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| Cash and cash equivalents - end of period |
180 | 193 | ||||||
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12
SEGMENT ADJUSTED EBITDA
| Three months ended March 31, | ||||||||
| (in millions of Euros) |
2024 | 2023 | ||||||
| P&ARP |
43 | 55 | ||||||
| A&T |
80 | 73 | ||||||
| AS&I |
33 | 43 | ||||||
| Holdings and Corporate |
(6 | ) | (5 | ) | ||||
SHIPMENTS AND REVENUE BY PRODUCT LINE
| Three months ended March 31, | ||||||||
| (in k metric tons) |
2024 | 2023 | ||||||
| Packaging rolled products |
187 | 183 | ||||||
| Automotive rolled products |
71 | 70 | ||||||
| Specialty and other thin-rolled products |
6 | 6 | ||||||
| Aerospace rolled products |
27 | 25 | ||||||
| Transportation, industry, defense and other rolled products |
30 | 33 | ||||||
| Automotive extruded products |
36 | 40 | ||||||
| Other extruded products |
23 | 32 | ||||||
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| Total shipments |
380 | 389 | ||||||
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| (in millions of Euros) |
||||||||
| Packaging rolled products |
618 | 685 | ||||||
| Automotive rolled products |
287 | 304 | ||||||
| Specialty and other thin-rolled products |
33 | 41 | ||||||
| Aerospace rolled products |
263 | 253 | ||||||
| Transportation, industry, defense and other rolled products |
178 | 199 | ||||||
| Automotive extruded products |
242 | 293 | ||||||
| Other extruded products |
123 | 190 | ||||||
| Other and inter-segment eliminations |
(12 | ) | (9 | ) | ||||
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| Total revenue |
1,731 | 1,956 | ||||||
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Amounts may not sum due to rounding.
Certain reclassifications have been made to prior year amounts to conform to the current year presentation.
13
NON-GAAP MEASURES
Reconciliation of net income to Adjusted EBITDA (a non-GAAP measure)
| Three months ended March 31, | ||||||||
| (in millions of Euros) |
2024 | 2023 | ||||||
| Net income |
17 | 22 | ||||||
| Income tax expense |
8 | 5 | ||||||
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| Income before tax |
25 | 27 | ||||||
| Finance costs - net |
33 | 35 | ||||||
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| Income from operations |
58 | 62 | ||||||
| Depreciation and amortization |
71 | 72 | ||||||
| Unrealized losses on derivatives |
3 | 8 | ||||||
| Unrealized exchange gains from the remeasurement of monetary assets and liabilities – net |
(2 | ) | (1 | ) | ||||
| Share based compensation costs |
6 | 3 | ||||||
| Losses on disposal |
1 | 6 | ||||||
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| Adjusted EBITDA (A) |
137 | 150 | ||||||
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| of which Metal price lag (B) |
(13 | ) | (16 | ) | ||||
| (A) | Adjusted EBITDA includes the non-cash impact of metal price lag as presented on the line below. |
| (B) | Metal price lag represents the financial impact of the timing difference between when aluminium prices included within Constellium’s Revenue are established and when aluminium purchase prices included in Cost of sales are established. The metal price lag will generally increase our earnings in times of rising primary aluminium prices and decrease our earnings in times of declining primary aluminium prices. The calculation of metal price lag adjustment is based on a standardized methodology applied at each of Constellium’s manufacturing sites. Metal price lag is calculated as the average value of product purchased in the period, approximated at the market price, less the value of product in inventory at the weighted average of metal purchased over time, multiplied by the quantity sold in the period. |
14
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) |
2024 | 2023 | ||||||
| Net cash flows from operating activities |
54 | 34 | ||||||
| Purchases of property, plant and equipment, net of grants received |
(62 | ) | (68 | ) | ||||
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| Free Cash Flow |
(8 | ) | (34 | ) | ||||
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Reconciliation of borrowings to Net debt (a non-GAAP measure)
| (in millions of Euros) |
At March 31, 2024 | At December 31, 2023 | ||||||
| Borrowings |
1,883 | 1,868 | ||||||
| Fair value of net debt derivatives, net of margin calls |
1 | (2 | ) | |||||
| Cash and cash equivalents |
(180 | ) | (202 | ) | ||||
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| Net debt |
1,704 | 1,664 | ||||||
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15
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: Adjusted EBITDA, 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.
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, 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.
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.
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. 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.
16
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. Leverage is defined as Net debt divided by last twelve months Segment Adjusted EBITDA, which excludes the non-cash impact of metal price lag.
17
First Quarter 2024 Earnings Call April 24, 2024 Exhibit 99.2
Certain statements contained in this presentation may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This presentation may contain “forward-looking statements” with respect to our business, results of operations and financial condition, and our expectations or beliefs concerning future events and conditions. You can identify forward-looking statements because they contain words such as, but not limited to, “believes,” “expects,” “may,” “should,” “approximately,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” likely,” “will,” “would,” “could” and similar expressions (or the negative of these terminologies or expressions). All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in our industry and markets, while others are more specific to our business and operations. These risks and uncertainties include, but are not limited to: market competition; economic downturn; disruption to business operations; the Russian war on Ukraine and other geopolitical tensions; the inability to meet customer demand and quality requirements; the loss of key customers, suppliers or other business relationships; supply disruptions; excessive inflation; the capacity and effectiveness of our hedging policy activities; the loss of key employees; levels of indebtedness which could limit our operating flexibility and opportunities; and other risk factors set forth under the heading “Risk Factors” in our Annual Report on Form 20-F, and as described from time to time in subsequent reports filed with the U.S. Securities and Exchange Commission. The occurrence of the events described and the achievement of the expected results depend on many events, some or all of which are not predictable or within our control. Consequently, actual results may differ materially from the forward-looking statements contained in this press release. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law. Forward-Looking Statements
Non-GAAP Measures This presentation includes information regarding certain non-GAAP financial measures, including Adjusted EBITDA, 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. Adjusted EBITDA, 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, non-cash impact of metal price lag, impairment or restructuring charges, or taxes without unreasonable efforts, and these items could significantly impact, either individually or in the aggregate, our net income in the future.
Jean-Marc Germain Chief Executive Officer
Ø Safety: Delivered strong safety performance; recordable case rate(1) of 2.2 per million hours worked in Q1 2024 Ø Shipments: 380 thousand tons (-2% YoY) Ø Revenue: €1.7 billion (-12% YoY) Ø Net income: €17 million Ø Cash from Operations: €54 million Ø Free Cash Flow: €(8) million Ø Shareholder Returns: repurchased 330 thousand shares for $6.9 million Ø Leverage: 2.4x at March 31, 2024 Adjusted EBITDA Bridge (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. Note: Segment Adjusted EBITDA excludes the non-cash impact of metal price lag. € in millions Solid Q1 results despite significant weather-related impact in Muscle Shoals Q1 2024 Highlights Ø Adjusted EBITDA: €137 million Ø Includes non-cash metal price lag impact of €(13) million Ø Record Q1 Segment Adjusted EBITDA in A&T
Jack Guo Chief Financial Officer
Q1 Segment Adjusted EBITDA Bridge Packaging & Automotive Rolled Products Q1 2024 Q1 2023 %r Shipments (kt) 264 259 2% Revenue (€m) 938 1,030 (9)% Segment Adj. EBITDA (€m) 43 55 (21)% Segment Adj. EBITDA (€ / t) 165 213 (23)% Q1 2024 Performance Ø Segment Adjusted EBITDA of €43 million Ø Higher packaging and automotive shipments Ø Weather-related impacts and operating challenges in Muscle Shoals Ø Unfavorable price and mix Ø Unfavorable metal costs
Q1 Segment Adjusted EBITDA Bridge Aerospace & Transportation Q1 2024 Q1 2023 %r Shipments (kt) 57 58 (1)% Revenue (€m) 441 452 (2)% Segment Adj. EBITDA (€m) 80 73 10% Segment Adj. EBITDA (€ / t) 1,382 1,246 11% Ø Segment Adjusted EBITDA of €80 million Ø Higher aerospace shipments; lower TID shipments Ø Improved price and mix Ø Lower operating costs Q1 2024 Performance
Q1 Segment Adjusted EBITDA Bridge Q1 2024 Performance Automotive Structures & Industry Q1 2024 Q1 2023 %r Shipments (kt) 59 72 (17)% Revenue (€m) 364 483 (25)% Segment Adj. EBITDA (€m) 33 43 (23)% Segment Adj. EBITDA (€ / t) 558 599 (7)% Ø Segment Adjusted EBITDA of €33 million Ø Lower automotive and industry shipments (Q1 2023 includes CED business which was sold in Q3 2023) Ø Unfavorable price and mix Ø Lower operating costs Ø Unfavorable FX/Other
Free Cash Flow Q1 2024 Q1 2023 Q1 2024 Free Cash Flow Highlights Ø Free Cash Flow of €(8) million Ø Compared to Q1 2023, less cash used for working capital and lower capital expenditures, partially offset by lower Adjusted EBITDA Ø Repurchased 330 thousand shares for $6.9 million Net cash flows from operating activities 54 34 Purchases of property, plant and equipment, net of grants received (62) (68) Free Cash Flow (8) (34) Track Record of Free Cash Flow Generation Current 2024 Expectations Ø Free Cash Flow: >€130 million Ø Capex: ~€370 million Ø Cash interest: ~€125 million Ø Cash taxes: ~€55 million Ø TWC/Other: modest use of cash € in millions € in millions
Ø Leverage of 2.4x at quarter-end Ø Target leverage range of 1.5x to 2.5x Ø No near-term bond maturities Ø Strong liquidity position Ø Moody's upgraded credit rating to Ba3 with a stable outlook on April 15, 2024 Ø S&P upgraded credit rating to BB- with a stable outlook in November 2023 € in millions Net Debt and Leverage Maturity Profile(1) Liquidity € in millions € in millions Leverage = Net Debt / LTM Segment Adjusted EBITDA, which excludes non-cash impact of metal price lag 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 Canstock inventory adjustments appear behind us in both North America and Europe; canstock shipments up YoY last 3 quarters Demand still relatively low in the current environment Long-term trends remain in place with low to mid-single digit growth expected in both North America and Europe Automotive Production of light vehicles still below pre-COVID levels in both North America and Europe Demand remains healthy in North America; softer demand continues in Europe Consumer demand for luxury cars, light trucks, and SUVs remains steady Lightweighting megatrend driving increased demand for rolled and extruded products; long-term electrification trend still intact Aerospace Recovery continued in Q1, though still below pre-COVID levels Major OEMs remain focused on increasing build rates for both narrow and wide body aircraft Commercial aircraft backlogs are healthy today Long-term trends expected to remain intact, including increased passenger traffic Demand strong in business/regional jet, defense and space Other Specialties Transportation, Industry and Defense (Rolled): Demand is generally weak Industry (Extrusions): Europe: Demand remains weak across industrial markets A Diversified Platform LTM Revenue by End Market End Market Updates
Investing in Our Aerospace Assets to Further Strengthen Our Market Leadership Position Replacing 3 legacy casting centers with 2 new casting centers in Ravenswood, WV dedicated to aerospace and TID products Total investment of ~$150M, split between maintenance and return-seeking capex Supported by a Department of Energy investment of up to $75M 30% CO2 emissions reduction expected, on a pathway to 100% decarbonization with clean hydrogen Maximize equipment efficiency, increase recycled input, increase internal slab casting Expect first casting center to ramp-up in 2026; second casting center to ramp-up in 2028 Return-seeking capex for aerospace investments are expected to well-exceed our target IRR of 15%; both projects expected to be funded without increasing existing capex levels Adding new Airware® casthouse in Issoire, France Total investment of close to €40M of return-seeking capex, plus working capital Adding a third casthouse dedicated to Airware® solutions Expected to significantly increase production of Airware® products to respond to increased demand Airware® already used across several major aircraft platforms and space programs Expect casthouse to be completed by the end of 2025, with scheduled ramp-up in 2026
Targets Solid performance in 1Q 2024 Solid 1Q results despite mixed end market demand and significant weather-related impacts at Muscle Shoals facility A&T delivered record 1Q Segment Adjusted EBITDA as the recovery in aerospace continued Launched share repurchased program in March; repurchased 330 thousand shares for $6.9 million Exciting future ahead with opportunities to grow our business and enhance profitability and returns Diversified portfolio serving generally resilient end markets Durable, sustainability-driven secular growth trends driving increased demand for our products Infinitely recyclable aluminium is part of the circular economy Substantial value creation opportunities remain longer term; planting the seeds today for future growth and profitability Execution focused with proven ability to flex costs Healthy balance sheet with improved financial flexibility Approximately $293 million remaining on existing share repurchase program(1) (expires in Dec. 2026) Key Messages and Guidance 2024 Adjusted EBITDA(1): €740 to €770 million 2024 Free Cash Flow: >€130 million Long-Term Adjusted EBITDA(1): >€800 million in 2025 Leverage: 1.5x - 2.5x Focused on executing our strategy and increasing shareholder value (1) Excludes the non-cash impact of metal price lag. (1) Full execution of share repurchase program will require shareholder approval annually at the Annual General Meeting.
Appendix
Three months ended March 31, (in millions of Euros) 2024 2023 Net income 17 22 Income tax expense 8 5 Income before tax 25 27 Finance costs - net 33 35 Income from operations 58 62 Depreciation and amortization 71 72 Unrealized losses on derivatives 3 8 Unrealized exchange gains from the remeasurement of monetary assets and liabilities - net (2) (1) Share based compensation costs 6 3 Losses on disposal 1 6 Adjusted EBITDA 137 150 of which Metal price lag(1) (13) (16) Reconciliation of Net Income to Adjusted EBITDA (1) Excluded in Segment Adjusted EBITDA.
(in millions of Euros) Three months ended March 31, 2024 2023 Net cash flows from operating activities 54 34 Purchases of property, plant and equipment, net of grants received (62) (68) Free Cash Flow (8) (34) Free Cash Flow Reconciliation (in millions of Euros) 2023 2022 2021 2020 2019 Net cash flows from operating activities 506 451 357 334 447 Purchases of property, plant and equipment, net of grants received (336) (269) (222) (177) (271) Free Cash Flow 170 182 135 157 176
(in millions of Euros) March 31, 2024 December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 Borrowings 1,883 1,868 1,909 2,028 2,099 Fair value of net debt derivatives, net of margin calls 1 (2) — — 1 Cash and cash equivalents (180) (202) (159) (178) (193) Net Debt 1,704 1,664 1,750 1,850 1,907 LTM Segment Adjusted EBITDA(1) 697 713 690 682 672 Leverage 2.4x 2.3x 2.5x 2.7x 2.8x Net Debt Reconciliation (1) Segment Adjusted EBITDA excludes non-cash metal price lag.
Twelve months ended (in millions of Euros) March 31, 2024 December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 Net income 124 129 148 215 151 Income tax expense / (benefit) 70 67 32 (123) (139) Income before tax 194 196 180 92 12 Finance costs - net 139 141 139 139 136 Income from operations 333 337 319 231 148 Depreciation and amortization 293 294 299 295 293 Restructuring costs — — 1 1 1 Unrealized (gains) / losses on derivatives (2) 3 (14) (10) 111 Unrealized exchange losses / (gains) from the remeasurement of monetary assets and liabilities - net 1 2 (1) — 1 Losses on pension plan amendments — — (47) (47) (47) Share based compensation costs 23 20 20 19 17 Metal price lag 83 86 141 184 139 (Gains) / losses on disposals (34) (29) (28) 9 9 Segment Adjusted EBITDA(1) 697 713 690 682 672 Reconciliation of Net Income to LTM Segment Adjusted EBITDA (1) Segment Adjusted EBITDA excludes non-cash metal price lag.
At March 31, At December 31, 2024 2023 (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 — — — — — Senior Unsecured Notes Issued November 2017 and due 2026 $250 5.875% 231 (1) 2 232 230 Issued November 2017 and due 2026 €400 4.250% 400 (2) 2 400 404 Issued June 2020 and due 2028 $325 5.625% 300 (3) 5 302 291 Issued February 2021 and due 2029 $500 3.750% 463 (5) 8 466 452 Issued June 2021 and due 2029 €300 3.125% 300 (4) 2 298 300 Lease liabilities 149 — 1 150 154 Other loans 35 — — 35 37 Total Borrowings 1,878 (15) 20 1,883 1,868 Of which non-current 1,831 1,814 Of which current 52 54 Borrowings Table