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 August 2015
Commission File Number: 001-35931
Constellium N.V.
(Translation of registrants name into English)
Tupolevlaan 41-61,
1119 NW Schiphol-Rijk
The Netherlands
(Address of principal executive office)
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 x 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 x
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 x
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached hereto as Exhibit 99.1 is a copy of the press release of Constellium N.V. (the Company), dated August 5, 2015, announcing its financial results for the second quarter ended June 30, 2015.
Attached hereto as Exhibit 99.2 is a copy of a presentation of the Company, dated August 5, 2015, summarizing its financial results for the second quarter ended June 30, 2015.
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EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release issued by Constellium N.V. on August 5, 2015. | |
99.2 | Presentation posted by Constellium N.V. on August 5, 2015. |
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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 N.V. | ||||||
(Registrant) | ||||||
August 10, 2015 | By: | /s/ Didier Fontaine | ||||
Name: | Didier Fontaine | |||||
Title: | Chief Financial Officer |
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Exhibit 99.1
Press release
Constellium Reports Second Quarter
2015 Financial Results
Amsterdam, August 5, 2015 Constellium N.V. (NYSE and Euronext: CSTM) today reported results for the second quarter ended
June 30, 2015. Highlights below are in comparison to the second quarter of 2014.
Shipments of 386 thousand metric tons, up 38%
Revenue of €1.375 billion, up 49%
Adjusted EBITDA of €93 million, including
€19 million from Muscle Shoals
adjusted for Midwest premium impact
Strong Adjusted Free Cash Flow of €72 million and liquidity of €690 million
Automotive rolled shipments up 18%; Automotive extruded shipments up 16%
Muscle Shoals
operational integration progressing well, still working through
metal management issues
Q2 2015 Diluted EPS of (€0.45), EPS excluding unrealized gains on
derivatives of
(€0.61)
Constelliums second quarter 2015 results include a record Adjusted EBITDA in our AS&I segment and better than anticipated results in our
A&T business. We also achieved record shipments and Adjusted EBITDA in P&ARP due to the acquisition of Wise Metals in January 2015.
Revenues for the second
quarter 2015 were €1.375 billion, an increase of 49% from the second quarter 2014, of which €308 million were contributed by Muscle Shoals. Adjusted EBITDA was €93 million, including €19 million from Muscle Shoals.
This is an increase of 15% from the second quarter 2014 Adjusted EBITDA of €81 million. For the six months ended June 30, 2015, Constellium reported Adjusted EBITDA of €188 million, including €44 million from Muscle
Shoals compared to €152 million for the same period in 2014. Second quarter 2015 shipments were 386k metric tons, an increase of 38% from second quarter 2014, of which 111k metric tons were contributed by Muscle Shoals. Adjusted EBITDA per
metric ton for the second quarter 2015 was €241 compared to €291 for the second quarter 2014.
Constellium
Nicolas Brun Communications Media relations Constellium Corporate
Phone: +1
(212) 675-5527 Ségolène Redon
nicolas.brun@constellium.com Phone: +33 (0)6 66 16 70 73
segolene.redon@clai2.com
Frédéric Dunod Investor Relations Europe
Phone: +33 (0) 1 73 01 41 05 Hill+Knowlton Strategies (Media & Investors)
Paul Blalock Investor Relations North America Peter Poulos
Phone: +1
(212) 885-0588
Phone: +1 (212) 675-5450 peter.poulos@hkstrategies.com
Investor-relations@constellium.com
Press release
Commenting on the second quarter
2015 results, Pierre Vareille, Constelliums Chief Executive Officer said: Second quarter results reflect the overall strength of our segments and our historical business is doing well. However, P&ARP faces some headwinds in the U.S.,
which we expect to overcome by year-end. The operational integration of Muscle Shoals is progressing well and our Body-in-White initiative is advancing in line with our long-term strategy. We continue to see strong demand in our targeted
markets.
Update on Wise Metals Acquisition
The operational integration
of the Muscle Shoals facility, acquired from Wise Metals, is progressing well. We are generating cash faster than expected as we are ahead of schedule in reducing our working capital at Muscle Shoals, which made a significant contribution to the
€72 million adjusted free cash flow in this quarter. Notably, the improvement in adjusted free cash flow in the second quarter 2015 reflects a 20% reduction in inventory at Muscle Shoals compared to the last quarter.
In the first half of 2015, the performance of Muscle Shoals reflected the unprecedented downward movement in the U.S. Midwest aluminium premiums, which fell from $524 per metric
ton as of January 5, 2015 to $185 per metric ton as of June 30, 2015. The contracts in place at Muscle Shoals have more limited premium pass-through than is customary in most of Constelliums contracts and, as a result, the drop in
premiums resulted in a negative impact of €19 million in the second quarter 2015 and €20 million for the first half of 2015. After adjusting for this negative impact, Adjusted EBITDA for the second quarter and six months ended
June 30, 2015 for Muscle
Shoals were €19 million and €44 million, respectively. As part of our integration, we have been actively engaged
with our customers and suppliers to bring the Muscle Shoals contracts in line with our standards. We are making good progress in addressing metal management practices with our customers and suppliers to resolve these issues.
We currently expect the financial performance of the second half of 2015 for Muscle Shoals to be lower than the performance in the first half as we continue to address metal
management issues. These issues are expected to extend until the end of the year, particularly those related to annual procurement contracts. In addition, although volumes are on track, they are expected to be lower in the second half due to normal
seasonality with less favorable product mix. The first half of 2015 also benefited from a competitor outage. Consequently, we currently expect the 2015 full year Adjusted EBITDA for Muscle Shoals to be in the range of €60 million to
€75 million, at constant currency.
We expect to get through these negative headwinds by the end of 2015 and most of the production of the plant is
already contracted for in 2016. As a result, Muscle Shoals is expected to be fully integrated by the end of 2015 and we are expecting our P&ARP segment Adjusted EBITDA to substantially improve in 2016, as we continue to implement our long-term
strategy.
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Press release
Quarter Highlights and Recent
Developments
In April 2015, Constellium unveiled its newly expanded plant in Van Buren, Michigan as part of its strategic progress to take full advantage of the
growing automotive demand for aluminium structures in North America. The 210,000 square foot expansion project has doubled the plant manufacturing capacity for a total investment of $40 million.
Our investments in Body-in-White (BiW) finishing projects are proceeding according to plan in both Europe and in the U.S. Our 100k metric ton expansions at both Neuf-Brisach and
Bowling Green, Kentucky (our joint venture with UACJ) are expected to commence ramp up by mid-2016, as previously announced.
In April 2015, we announced our
decision to build a second BiW finishing line in the U.S. to further support the growing demand for aluminium rolled products from the U.S. automotive industry. The investment is part of the previously announced $750 million strategic plan to
increase BiW production capacity by 200k metric tons, which is progressing as planned.
The prospects for the development of BiW remain strong in Europe and in the
U.S. and support market projections, which reinforces our confidence in the strategy we have developed.
In June 2015, Constellium appointed Ingrid Joerg as
President of our Aerospace and Transportation business unit. Ms. Joerg, who previously served as Chief Executive Officer of Aleris Rolled Products Europe, brings extensive aluminium industry experience to the Company.
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Press release
Group Summary
Q2 Q2 Half-Year Half-Year
Var. Var.
2015 2014 2015 2014
Shipments (k metric tons) 386 279 38% 767 548 40%
Revenues (€ millions) 1,375 920 49% 2,768 1,803 53%
Adjusted EBITDA (€ millions) 93
81 15% 188 152 24%
Adjusted EBITDA per metric ton (€) 241 291 (17%) 245 277 (12%)
Adjusted EBITDA per metric ton and percentage changes are calculated on unrounded underlying figures.
The difference between the sum of reported segment Adjusted EBITDA and the Group Adjusted EBITDA is related to Holdings and Corporate (see page 14).
Results by Segment
Packaging & Automotive Rolled Products (P&ARP)
Q2 Q2 Half-Year Half-Year
Var. Var.
2015 2014 2015 2014
Shipments (k metric tons) 268 165 62% 534 320 67%
Revenues (€ millions) 733 400 83% 1,507 760 98%
Adjusted EBITDA (€ millions) 53 36
49% 106 63 70%
Adjusted EBITDA per metric ton (€) 201 219 (8%) 199 195 2%
Adjusted EBITDA per metric ton and percentage changes are calculated on unrounded underlying figures.
The consolidation of the Muscle Shoals facility resulted in a positive impact to the P&ARP segment with a 62% growth in shipments to 268k metric tons, and an Adjusted EBITDA of
€53 million. Adjusted EBITDA per metric ton of €201 for P&ARP decreased by 8% over the same period in the prior year. The increase in shipments and revenue in the second quarter of 2015 primarily reflects both the newly acquired Muscle
Shoals facility and strong growth in automotive rolled products. The P&ARP segment Adjusted EBITDA for the second quarter 2015 was also impacted by a negative €4 million foreign exchange effect.
For the six months ended June 30 2015, Adjusted EBITDA was €106 million which represented a 70% increase from €63 million over the same period in 2014, and
primarily reflects our acquisition of Wise Metals.
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Press release
Aerospace & Transportation
(A&T)
Q2 Q2 Half-Year Half-Year
Var. Var.
2015 2014 2015 2014
Shipments (k metric tons) 63 62 1% 122 123 (1%)
Revenues (€ millions) 366 301 22% 717 600 19%
Adjusted EBITDA (€ millions) 30 31
(4%) 57 55 3%
Adjusted EBITDA per metric ton (€) 470 497 (5%) 465 447 4%
Adjusted EBITDA per metric ton and percentage changes are calculated on unrounded underlying figures.
Second quarter 2015 results in the A&T segment decreased slightly to €30 million of Adjusted EBITDA, a 4% decrease in comparison to the second quarter of 2014.
Shipments were 63k metric tons and represent an increase of 1% from the same period last year. There was also a favorable product mix compared with the prior year with higher aerospace business and lower transportation, industry, and other rolled
products. Second quarter 2015 A&T results benefited from a favorable foreign exchange effect of €6 million which was offset by higher costs, particularly in maintenance.
For the six months ended June 30 2015, Adjusted EBITDA was €57 million, an increase of 3% from the same period in 2014. Shipments remain stable and Adjusted EBITDA
per ton was €465, a 4% increase from 2014. Despite slower growth in demand for AIRWARE®, the recovery plans for this segment continue to progress. Aerospace manufacturers continue to have a strong order book and we are moving to restore and
enhance our aerospace capacity in our Issoire, France and Ravenswood, West Virginia plants.
Automotive Structures & Industry (AS&I)
Q2 Q2 Half-Year Half-Year
Var. Var.
2015 2014 2015 2014
Shipments (k metric tons) 57 53 7% 113 106 6%
Revenues (€ millions) 281 227 24% 552 455 21%
Adjusted EBITDA (€ millions) 22 20 9%
40 39 1%
Adjusted EBITDA per metric ton (€) 382 373 2% 351 370 (5%)
Adjusted EBITDA per metric ton and percentage changes are calculated on unrounded underlying figures.
The AS&I segment achieved a record Adjusted EBITDA of €22 million in the second quarter of 2015, representing an increase of 9% from the second quarter 2014. This
improvement was driven by higher volumes, 7% up at 57k metric tons, and a favorable mix with higher sales within our automotive structures business. Revenues increased by 24% to €281 million while EBITDA per ton increased by 2% to
€382 from the comparable period in 2014.
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Press release
For the six months ended
June 30, 2015, the Adjusted EBITDA is marginally ahead of the comparable period in the prior year at €40 million. Higher volumes, which increased 6% to 113k metric tons, and a slightly more favorable product mix were partially offset by
the effect of higher billet premiums of €3 million compared to the prior year.
Net income
Net income in the second quarter 2015 was a net loss of €47 million compared with a net income of €28 million in the second quarter of 2014. The decrease of
€75 million is primarily attributable to a €24 million increase in depreciation charges, mainly due to Muscle Shoals, and asset impairment charges of €16 million related to our Swiss operations, a €19 million
impact related to unrecovered Midwest premiums at Muscle Shoals, a €9 million increase in finance costs, and a €7 million charge for metal lag in the current quarter compared to a €2 million positive impact in the
second quarter of 2014. In addition, there were unrealized gains on derivatives of €19 million in the second quarter 2015 compared with gains of €7 million in the same period in the prior year.
The gains or losses arising from derivative instruments relating to trading transactions are recorded in segment Adjusted EBITDA only when realized.
For the six months ended June 30, 2015, we reported a net loss of €78 million compared with a net income of €58 million in the same period in 2014.
Depreciation and impairment charges and finance costs were €63 million and €43 million higher, respectively, reflecting the acquisition of Muscle Shoals. Unrecovered Midwest premium charges amounted to €20 million and
an unrealized loss of €27 million on derivatives was reported when compared to a €6 million gain in the same period in 2014.
Earnings per share
For the second quarter 2015, the fully diluted earnings per share was a negative €0.45 versus a positive €0.26 for the second quarter 2014. For the six
months ended June 30, 2015, the fully diluted earnings per share was a negative €0.75 versus a positive €0.53 per share for the same period in 2014. Excluding the impact of unrealized gains and losses on derivative instruments,
our earnings per share would have been a negative €0.61 and a positive €0.22 for the second quarter of 2015 and 2014, respectively, and a negative €0.52 and a positive €0.50 for the six months ending June 30, 2015 and 2014,
respectively. The change in earnings per share mainly reflects the higher depreciation, finance costs, and other factors described under Net income.
Liquidity and cash flow
Our liquidity position remains strong. As of
June 30, 2015, liquidity was €690 million, comprised of €182 million available under our factoring facilities, €129 million available under our asset based lending facilities, €10 million available under
our revolving credit facilities, and €369 million of cash and cash equivalents.
Adjusted free cash flow was a positive €72 million for the
second quarter of 2015 versus a positive €13 million for the second quarter of 2014. This reflects higher net cash flows from operating activities this quarter compared with the second quarter 2014, mainly due to a large reduction in
working capital from March 2015, compared with an increase in working capital over the same quarter in 2014. This improvement in the second quarter of 2015 includes a 20% inventory
6
Press release
reduction at Muscle Shoals. These
higher cash flows from operating activities were partially offset by an increase of capital expenditures from €37 million to €79 million for the second quarter of
2015 as a result of our current growth initiatives.
For the six months ended June 30,
2015, adjusted free cash flow was zero compared with a deficit of €35 million in the corresponding period in 2014. In the first half of 2015, the cash flow from operations of €163 million, excluding margin calls, was offset by
capital expenditures of €163 million.
Net debt at June 30, 2015 decreased to €1.7 billion compared with €1.8 billion as of March 31, 2015
and our cash and cash equivalents totaled €369 million compared to our cash balance of €352 million at the end of the first quarter 2015. Our net debt at December 31, 2014, prior to the acquisition of Wise Metals, was
€224 million and our cash and cash equivalent was €989 million.
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. Others are more specific to our business and operations. These risks and
uncertainties include, but are not limited to, the ability of Constellium and Wise to achieve expected synergies and the timing thereof; the risk that the businesses will not be integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; Constelliums increased levels of indebtedness as a result of the acquisition of Wise Metals, which could limit Constelliums operating flexibility and opportunities; the potential failure to retain
key employees as a result of the acquisition of Wise Metals or during the integration of the business, the loss of customers, suppliers and other business relationships as a result of the acquisition of Wise Metals; disruptions to business
operations resulting from the acquisition of Wise Metals; slower or lower than expected growth in the North American market for Body-in-White aluminium rolled products 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 publicly update or revise
any forward-looking statement as a result of new information, future events or otherwise, except as required by law.
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Press release
About Constellium
Constellium (NYSE and Euronext: 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 €3.7 billion of revenue in 2014. Constelliums earnings materials for the quarter ended June 30, 2015 are also available on the companys website (www.constellium.com).
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Press release
UNAUDITED INTERIM CONSOLIDATED
INCOME STATEMENT
Three months Three months
ended ended Six months ended Six
months ended
(in millions of Euros) June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014
Revenue 1,375 920 2,768 1,803
Cost of sales (1,283) (790) (2,535) (1,556)
Gross profit 92 130 233 247
Selling and administrative expenses
(62) (49) (127) (101)
Research and development expenses (9) (8) (20) (17)
Restructuring costs (5) (2) (5) (5)
Other (losses) / gainsnet
(19) (1) (88) 2
Income from operations (3) 70 (7) 126
Other expenses (1)
Finance income 23 77 -
Finance costs (59) (27) (156) (36)
Finance costsnet
(36) (27) (79) (36)
Share of loss of joint-ventures (1) -
(Loss) / income before income tax (39) 43 (87) 89
Income tax (expense) / benefit
(8) (15) 9 (31)
Net (loss) / income (47) 28 (78) 58
Net
(loss) / income attributable to:
Owners of the Company (47) 28 (79) 57
Non-controlling interests 1 1
Net (loss) / income (47) 28 (78) 58
EARNINGS PER SHARE ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE COMPANY
Three
months ended Three months ended Six months ended Six months ended
(in Euros per share) June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014
Basic (0.45) 0.26 (0.75) 0.54
Diluted (0.45) 0.26 (0.75) 0.53
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Press release
UNAUDITED INTERIM CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME / (LOSS)
Three months Three months
ended
ended Six months ended Six months ended
(in millions of Euros) June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014
Net (loss) / income (47) 28 (78) 58
Other comprehensive income / (loss)
Items that will not be reclassified
subsequently to the consolidated
income statement
Remeasurement on post-employment 75 (17) 16 (43)
benefit obligations
Deferred tax on remeasurement on (17) 3 (6) 7
post-employment benefit obligations
Cash flow hedges (9) -
Deferred tax on cash flow hedges 3 -
Items that may be reclassified
subsequently to the consolidated
income statement
Currency translation differences (11) 22 -
Other comprehensive income / (loss) 47
(14) 26 (36)
Total comprehensive income / (loss) 14 (52) 22
Attributable to:
Owners of the Company 14 (53) 21
Non-controlling interests 1 1
Total comprehensive income / (loss) 14
(52) 22
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Press release
UNAUDITED INTERIM CONSOLIDATED
STATEMENT OF FINANCIAL POSITION
(in millions of Euros) At June At December
30, 2015 31, 2014
Assets
Non-current assets
Goodwill 362 11
Intangible assets 155 17
Property, plant and equipment 1,437 632
Investment in joint ventures 31 21
Deferred income tax assets 235 190
Trade receivables and other 48 48
Other financial assets 39 33
2,307 952
Current assets
Inventories 622 432
Trade receivables and other 743 568
Other financial assets 99 57
Cash and cash equivalents 369 989
1,833 2,046
Assets classified as held for sale 14 14
Total assets 4,154 3,012
Equity
Share capital 2 2
Share premium 162 162
Retained deficit and other reserves (258) (207)
Equity attributable to owners of the
Company (94) (43)
Non-controlling interests 7 6
(87) | (37) |
Liabilities
Non-current liabilities
Borrowings 2,012 1,205
Trade payables and other 46 31
Pension and other post-employment benefit
obligations 668 654
Other financial liabilities 42 40
Provisions 122 61
2,890 1,991
Current liabilities
Borrowings 166 47
Trade payables and other 1,028 872
Income taxes payable 5 11
Other financial liabilities 94 71
Provisions 44 49
1,337 1,050
Liabilities classified as held for sale 14 8
Total liabilities 4,241 3,049
Total equity and liabilities 4,154 3,012
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Press release
UNAUDITED INTERIM CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY
Foreign Total
Currency Owners of Non-
Share Share Remeasure- Cash flow Translation Other Retained the controlling Total
(in millions of Euros) Capital Premium ment hedges reserve reserves losses Company interests equity
As at January 1, 2015 2 162 (146) 6 (28) 6 (45) (43) 6 (37)
Net loss
(79) (79) 1 (78)
Other comprehensive 10 (6) 22 26 26
income
Total comprehensive
loss 10 (6) 22 (79) (53) 1 (52)
Transactions with the
owners
Share equity plan 2 2 2
As at June 30, 2015 2 162 (136) (6) 8 (124) (94) 7 (87)
Foreign Total
Currency Owners of Non-
Share Share Remeasure- Translation Other Retained the controlling Total
(in millions of Euros)
Capital Premium ment reserve reserves losses Company interests equity
As at January 1, 2014 2 162 (23) (14) 1 (96) 32 4 36
Net income 57 57 1 58
Other comprehensive loss
(36) (36) (36)
Total comprehensive (36) 57 21 1 22
income
Transactions with the
owners
Share equity plan 2 2 2
As at June 30, 2014 2 162 (59) (14) 3 (39) 55 5 60
Foreign Total
Currency Owners of Non-
Share Share Remeasure- Cash flow Translation Other
Retained the controlling Total
(in millions of Euros) Capital Premium ment hedges reserve reserves losses Company interests equity
As at January 1, 2014 2 162 (23) (14) 1 (96) 32 4 36
Net income
51 51 3 54
Other comprehensive loss (123) 6 (14) (131) 1 (130)
Total comprehensive (123) 6 (14) 51 (80) 4 (76)
loss
Transactions with the
owners
Share equity plan 4 4 4
MEP shares changes
1 1 1
Transactions with non-
controlling interests (2) (2)
As at December 31, 2014 2 162 (146) 6 (28) 6 (45) (43) 6 (37)
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Press release
UNAUDITED INTERIM CONSOLIDATED
STATEMENT OF CASH FLOWS
Three months Three months Six months Six months
ended
ended ended ended
(in millions of Euros) June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014
Cash flows from / (used in) operating activities
Net (loss) / income (47) 28 (78) 58
Adjustments for:
Income tax (benefit) / expense 8 15 (9) 31
Finance costsnet 36 27 79 36
Depreciation and Impairment 51 11 83 20
Restructuring costs and other provisions 3 1 2
Defined benefit pension costs 12 9 25 10
Unrealized losses / (gains) on derivatives net and from
remeasurement of
monetary assets and liabilitiesnet (16) (9) 30 (6)
Losses on disposal and assets classified as held for sale 10 6 10 6
Share of loss of joint ventures 1 -
Other 1 2 2
Changes in working capital:
Inventories 71 (20) 63 (36)
Trade receivables 24 (32) (24) (125)
Margin calls 1 1 11
Trade payables 28 47 26 84
Other working capital (11) (18) (14)
Changes in other operating assets and liabilities:
Provisions (3) (4) (6) (7)
Income tax paid (5) 1 (14) (3)
Pension liabilities and other
post-employment benefit (11) (11) (26) (23)
obligations
Net
cash flows from operating activities 152 50 164 46
Cash flows (used in) / from investing activities
Acquisitions of subsidiaries net of cash required (348) -
Purchases of
property, plant and equipment (79) (37) (163) (70)
Issuance of shares of joint-ventures (9) -
Proceeds from finance lease 2 2 3 3
Proceeds from disposal 1 -
Other investing activities (5) (5)
Net cash flows used in investing
activities (76) (40) (517) (72)
Cash flows (used in) / from financing activities
Interests paid (53) (9) (57) (16)
Proceeds received from term loan and senior
notes 587 587
(Repayment) / proceeds of other loans (19) 4 (218) 3
Repayment of Term Loans (330) (331)
Payment of deferred financing costs
(15) (1) (15)
Other financing activities 16 (23) 6 (31)
Net cash flows (used in) / from financing activities (56) 214 (270) 197
Net (decrease) / increase in cash and cash equivalents 20 224 (623) 171
Cash and cash
equivalentsbeginning of period 354 179 991 233
Effect of exchange rate changes on cash and cash (1) 1 5 -
equivalents
Cash and cash equivalentsend of period 373 404 373 404
Less: Cash and cash equivalents classified as held for sale (4) (1) (4) (1)
Cash and cash equivalents as reported in the Statement
of financial position
369 403 369 403
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Press release
SEGMENT ADJUSTED EBITDA
Three months Three months Six months Six months
ended ended ended ended
(in millions of Euros) June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014
A&T 30 31 57 55
P&ARP 53 36 106 63
AS&I 22 20 40 39
Holdings and Corporate (12) (6) (15) (5)
Total 93 81 188 152
REVENUE AND SHIPMENTS BY PRODUCT LINE
Six months ended Six months ended
(in k metric tons) June 30, 2015 June 30, 2014
Aerospace rolled products 58 56
Transportation, industry, and other rolled
products 64 67
Packaging rolled products 454 255
Automotive rolled products
44 37
Specialty and other thin-rolled products 36 28
Automotive extruded
products 51 45
Other extruded products 62 61
Other (2) (1)
Total shipments 767 548
(in millions of Euros)
Aerospace rolled products 391 341
Transportation, industry, and other rolled products 326 259
Packaging rolled products 1,222 554
Automotive rolled products 144 105
Specialty and other thin-rolled products 141 102
Automotive extruded products
260 198
Other extruded products 292 257
Other (8) (13)
Total revenue 2,768 1,803
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Press release
NON-GAAP MEASURES RECONCILIATIONS
Reconciliation of net income to Adjusted EBITDA (a non-GAAP measure)
Three
months Three months Six months Six months
ended ended ended ended
(in
millions of Euros) June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014
Net (loss) / income (47) 28 (78) 58
Income tax expense / (benefits) 8 15 (9) 31
(Loss) / income before income tax
(39) 43 (87) 89
Finance costs net 36 27 79 36
Other expenses
1
Share of loss of joint-ventures 1 -
Income
from operations (3) 70 (7) 126
Depreciation and impairment 51 11 83 20
Unrealized exchange losses / (gains)
from remeasurement of monetary assets 4 (2) 3 -
and liabilitiesnet
Unrealized (gains) / losses on derivatives
(19) (7) 27 (6)
Losses on disposal and assets classified
as held
for sale 10 6 10 6
Restructuring costs 5 2 5 5
Start-up and development costs
5 2 9 5
Wise acquisition and integration costs 3 10 -
Wise Midwest
premium losses 19 20 -
Unwinding of Wise previous hedging 2 4 -
policies
Effects of purchase accounting
adjustment 12 -
Losses / (gains) on Ravenswood OPEB 4 (1) 4 (9)
plan amendments
Metal price lag 7 (2) -
Other 5 2 8 5
Adjusted EBITDA 93 81 188 152
15
Press release
Reconciliation of Diluted EPS from
operations, excluding unrealized losses / gains on derivatives
Three Three
months months Six months Six months
(in millions of Euros, except EPS in
euros) ended ended ended ended
June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014
Net (loss) / income attributable to owners of the (47) 28 (79) 57
company
Unrealized losses / (gains) on derivatives (19) (7) 27 (6)
Tax
impact 2 2 (3) 2
Net (loss) / income excluding unrealized losses or (64) 23 (55) 53
gains on derivatives
Weighted average number of shares, fully diluted 105,002,508 105,268,006
104,960,958 105,274,465
EPS fully diluted (0.45) 0.26 (0.75) 0.53
(in Euros)
EPS fully diluted, excluding unrealized losses
or gains on derivatives
(in Euros) (0.61) 0.22 (0.52) 0.50
Reconciliation of net cash flow from
operating activities to Adjusted free cash flow (a non-GAAP measure)
Three Three
months months Six months Six months
ended ended ended ended
June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014
Net cash flow from
operating activities 152 50 164 46
Margin calls included in cash flow from operating
activities (1) (1) (11)
Net cash flow from operating activities 151 50 163 35
excluding margin calls
Capital expenditure
(79) (37) (163) (70)
Adjusted free cash flow 72 13 0 (35)
Reconciliation of borrowings to Net debt (a non-GAAP measure)
At
June 30, At March 31, At December 31,
(in millions of Euros) 2015 2015 2014
Borrowings 2,178 2,277 1,252
Fair value of cross
currency interest swap (59) (97) (29)
Cash and cash
equivalents (369) (352) (989)
Cash pledged for (12) (12) (10)
issuance of guarantees
Net debt 1,738 1,816 224
16
Press release
Non-GAAP measures
In addition to the results reported in accordance with International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board (all standards applied by the
Group have been endorsed by the European Union), this press release includes information regarding certain financial measures which are not prepared in accordance with IFRS
(non-GAAP measures). The non-GAAP financial measures used in this press release are: Adjusted EBITDA, Adjusted EBITDA per metric ton, Diluted Earnings Per Share (EPS) from continued and discontinued operations, excluding unrealized
losses and gains on derivative instruments, Adjusted 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 performance. By providing these measures, together with the reconciliations, we believe we are enhancing investors understanding of our business and our results of operations, as well as
assisting investors in evaluating how well 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.
In considering the financial performance of the business, management and our chief operational decision
maker, as defined by IFRS, analyze the primary financial performance measure of Adjusted EBITDA in all of our business segments. The most directly comparable IFRS measure to Adjusted EBITDA is our net income or loss for the period. We believe
Adjusted EBITDA, as defined below, is useful to investors and is used by our management for measuring profitability because it excludes the impact of certain non-cash charges, such as depreciation, amortization, impairment and unrealized gains and
losses on derivatives as well as items that do not impact the day-to-day operations and that management in many cases does not directly control or influence. Therefore, such adjustments eliminate items which have less bearing on our core operating
performance.
Adjusted EBITDA measures are frequently used by securities analysts, investors and other interested parties in their evaluation of Constellium and in
comparison to other companies, many of which present an Adjusted EBITDA-related performance measure when reporting their results.
Adjusted EBITDA is defined as
profit from operations before depreciation, amortization and impairment, as adjusted to exclude losses on disposal of property, plant and equipment, acquisition and separation costs, restructuring costs, pension amendments and unrealized gains or
losses on derivatives and foreign exchange differences on the remeasurement of monetary assets and liabilities, exceptional consulting costs, effects of purchase accounting inventory step-up adjustments, the effects of unwinding Wises previous
hedging policies, losses incurred at
Wise as a result of unrecovered Midwest premiums, start-up and development costs, acquisition and integration costs incurred
in connection with business combinations, share-based compensation expense and the effect of favorable or unfavorable metal price lag (the financial impact of the timing difference between when aluminium prices included within our revenues are
established and when aluminium purchase prices included in our cost of sales are established).
17
Press release
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 the 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.
Diluted earnings per share
(EPS) from continued and discontinued operations excluding unrealized losses and gains on derivative instruments, excludes unrealized losses and gains on derivatives and the relevant tax impact from net income and is divided by the weighted average
number of shares outstanding.
Adjusted free cash flow is net cash flow from operating activities, after capital expenditure and excluding margin calls. Net debt is
defined as borrowings plus or minus the fair value of cross currency interest swaps less cash and cash equivalents and cash pledged for the issuance of guarantees.
Management believes that Adjusted 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. 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. Management believes that EPS from operations excluding unrealized losses or gains on derivatives is useful to investors because it provides additional
information that facilitates understanding the impact of unrealized gains or losses on derivatives on our results.
Diluted EPS, Net debt and Adjusted free cash
flow are not presentations made in accordance with IFRS, and should not be considered as an alternative to EPS, borrowings or operating cash flows determined in accordance with IFRS.
18
Exhibit 99.2
|
Second Quarter 2015 Earnings Conference Call
August 5, 2015
|
Forward-looking statements
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. Others are more specific to our business and operations. These risks and uncertainties include, but are not limited to, the ability of Constellium and Wise to achieve expected synergies and the timing thereof; the risk that the businesses will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; Constelliums increased levels of indebtedness as a result of the transaction, which could limit Constelliums operating flexibility and opportunities; the potential failure to retain key employees as a result of the transaction or during the integration of the business, the loss of customers, suppliers and other business relationships as a result of the transaction; disruptions to business operations resulting from the transaction; slower or lower than expected growth in the North American market for Body-in-White aluminum rolled products 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 presentation. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.
Second Quarter 2015 Earnings Call 2
|
Non-GAAP measures
This presentation includes information regarding certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA per metric ton, Adjusted 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, Adjusted EBITDA per Metric Ton, Adjusted 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.
Second Quarter 2015 Earnings Call 3
|
Pierre Vareille
Chief Executive Officer
|
Q2 2015 Highlights
Shipments of 386 thousand metric tons, up 38%
Revenue of €1.375 billion, up 49%
Adjusted EBITDA of €93 million, including €19 million from Muscle Shoals adjusted for Midwest premiums
Record Adjusted EBITDA in AS&I, better than anticipated results in A&T, and record shipments and Adjusted EBITDA in P&ARP due to the acquisition of Wise Metals
Muscle Shoals operational integration progressing well, still working through metal management issues
Strong Adjusted Free Cash Flow of €72 million and liquidity of €690 million
Automotive rolled products shipments up 18%; automotive extruded products shipments up 16%
Strong demand across all targeted markets
Second Quarter 2015 Earnings Call 5
|
Update on Muscle Shoals
Q2 Shipments of 111 kt; 231 kt YTD
Q2 Revenue of €308 million; €667 million YTD
Q2 Adjusted EBITDA of €19 million; €44 million YTD
Operational integration progressing well, still working through metal management issues
Generating cash ahead of plan, Q2 inventory reduction of 20% vs Q1
Unprecedented decline in premiums exposed contractual limitations of U.S. Midwest premium pass-through resolution progressing well
Q2 negative impact from lower Midwest premium of (€19) million and (€20) million YTD, excluded from Adjusted EBITDA
Good progress in addressing metal management issues which will extend until end of the year when annual procurement contracts expire
Second Quarter 2015 Earnings Call 6
|
Muscle Shoals Outlook
Shipment volumes on track for approximately 450 kt for 2015, up 12% from 2014 shipments of 401 kt
Second half of 2015 volume slightly softer than first half due to the benefit of competitor outage in January 2015
Also expect a less favorable product mix to negatively impact second half
Original Cost Synergies of $25$30 million over 3 years coming in as planned:
First half 2015 at $6 million, expect $12 million for 2015
Inventory reduction of 20% compared to Q1, ahead of plan
2015 Adjusted EBITDA expected to be between €60 million and €75 million
Muscle Shoals expected to be fully integrated by end of 2015 and P&ARP segment Adjusted EBITDA to substantially improve in 2016 as we continue to implement our long-term strategy
Second Quarter 2015 Earnings Call 7
|
Packaging and Automotive Rolled Products Segment
Segment Outlook/Mix
Shipments of 268 kt in Q2 2015, up 62% from 165 kt in Q2 2014, including Muscle Shoal
Automotive rolled products shipments up 18% for Q2 and up 19% for the first half of 2015
Constellium Recent Developments
Customer demand in BiW drove decision to add second finishing line in the U.S. in April 2015
100 kt BiW finishing projects at both Neuf-Brisach, France and Bowling Green, Kentucky expected to commence ramp-up by mid-2016
Prospects for the development of BiW continue to support market projections
Second Quarter 2015 Earnings Call 8
|
Aerospace and Transportation Segment
Segment Outlook/Mix
Solid demand in aerospace market with majority of business under long term contracts
Stable transportation and industry markets
Q2 2015 shipments of 63 kt, up slightly from 62 kt in Q2 2014
Constellium Recent Developments
Marked improvement in operational performance (quality and on-time delivery)
Recovery plan proceeding as anticipated, new pusher furnace capacity in Ravenswood on schedule for ramp up in 2016
Second half of 2015 expected to be softer due to seasonal customer shutdowns
Slower long-term growth in demand for AIRWARE®, second casthouse ramping up and fully contracted, third casthouse initially planned to be fully operational in 2017 postponed
Second Quarter 2015 Earnings Call 9
|
Automotive Structures and Industry Segment
Segment Mix/Outlook
Automotive Structures market demand remains strong, Industry market remains competitive
Q2 2015 shipments of 57 kt, up 7% from 53 kt in Q2 2014
Automotive extruded products volume up 16%
Constellium Recent Developments
Record segment performance
One of the largest suppliers of high-strength structural parts for the best selling Ford F-150
Plant expansions in Van Buren, Michigan,
Gottmadingen (Germany) and Changchun (China) complete
Second Quarter 2015 Earnings Call 10
|
Didier Fontaine
Chief Financial Officer
|
Q2 2015 Adjusted EBITDA vs Q2 2014
€ millions
(1) |
|
2 (6) |
17
93
81
Adjusted P&ARP A&T AS&I H&C* Adjusted
EBITDA 2014 EBITDA 2015
(*) Holdings and Corporate
Second Quarter 2015 Earnings Call 12
|
Q2 2015 Segment Performance vs Q2 2014
Segment Adjusted EBITDA (€m) Adjusted EBITDA per ton (€)
AS&I A&T P&ARP
Shipments: 165kt 268kt +62%
Shipments: 62kt 63kt +1%
Shipments: 53kt 57kt +7%
Second Quarter 2015 Earnings Call 13
|
Strong Adjusted Free Cash Flow
€ millions
Cash flow from operating activities
Margin calls included in cash flow from operating activities
Cash flow from operating activities excluding margin calls
Capital expenditures
Adjusted Free Cash Flow
Three months Three months
ended ended
June 30, 2015 June 30, 2014
152 50
(1) |
|
- |
151 50
(79) |
|
(37) |
72 13
Significant improvement in cash flow from operating activities, driven by strong working capital reduction
Second Quarter 2015 Earnings Call 14
|
Fast Inventory Reduction at Muscle Shoals Drives Greater Cash Generation
37 days
29 days
28 days
Strong reduction in Days of Sales Outstanding of 9 days from Q1 2015
Second Quarter 2015 Earnings Call 15
|
Strong Liquidity Provides Ample Flexibility
€ millions June 30, 2015 March 31, 2015
Total Debt (*) 2,107 2,168
Cash and Cash Equivalents 369 352
Net Debt 1,738 1,816
Liquidity (**) 690 700
Net debt and leverage slightly improved due to an increase in cash and positive foreign exchange
(*) Including fair value of cross currency interest swap and cash pledged for issuance of guarantees
(**) Liquidity measured as the sum of Cash and Cash Equivalents and availability under long-term committed facilities
Second Quarter 2015 Earnings Call 16
|
Key TakeawaysConstellium
Q2 2015 Shipments, Revenue and Adjusted EBITDA, +38%, +49% and +15% respectively, compared to Q2 2014
Record performance in AS&I, better than anticipated results in A&T, and record shipments and Adjusted EBITDA in P&ARP
Demand remains strong in all targeted markets
Expect to overcome headwinds at Muscle Shoals by year-end
Muscle Shoals expected to be fully integrated by the end of 2015
Expect P&ARP segment Adjusted EBITDA to substantially improve in 2016 as we continue to implement our long-term strategy
Liquidity remains strong; robust working capital management offsets high level of growth capital investments
Second Quarter 2015 Earnings Call 17
|
Q & A
Second Quarter 2015 Earnings Call 18
|
Appendix
Second Quarter 2015 Earnings Call 19
|
IFRS Q2 2015 Income Statement
Three months ended Three months ended
€ millions June 30, 2015 June 30, 2014
Revenue 1,375 920
(Loss) / income from operations (3) 70
Finance costs net (36) (27)
(Loss) / income before income taxes (39) 43
Income tax expense (8) (15)
Net (loss) / income (47) 28
Second Quarter 2015 Earnings Call 20
|
IFRS First Half 2015 Income Statement
Six months ended Six months ended
€ millions June 30, 2015 June 30, 2014
Revenue 2,768 1,803
(Loss) / income from operations (7) 126
Other expenses (1)
Finance costs net (79) (36)
Share of loss of joint-ventures (1)
(Loss) / income before income taxes (87) 89
Income tax benefit / (expense) 9 (31)
Net (loss) / income (78) 58
Second Quarter 2015 Earnings Call 21
|
IFRS Statement of Financial Position
€ millions At June 30, 2015 At December 31, 2014
Non-current assets 2,307 952
Current assets 1,833 2,046
Assets held for sale 14 14
Total Assets 4,154 3,012
Equity (87) (37)
Non-current liabilities 2,890 1,991
Current liabilities 1,337 1,050
Liabilities held for sale 14 8
Total Equity and Liabilities 4,154 3,012
Second Quarter 2015 Earnings Call 22
|
Net Debt Reconciliation
€ millions June 30, 2015 December 31, 2014
Borrowings 2,178 1,252
Fair value of cross currency interest rate swap (59) (29)
Cash and cash equivalents (369) (989)
Cash pledged for issuance of guarantees (12) (10)
Net Debt 1,738 224
Second Quarter 2015 Earnings Call 23
|
Reconciliation of Net Income to Adjusted EBITDA
Three months
Three months ended Six months ended Six months ended
€ millions ended
June 30, 2015 June 30, 2015 June 30, 2014
June 30, 2014
Net (loss) / income (47) 28 (78) 58
Income tax expense / (benefit) 8 15 (9) 31
(Loss) / income before income tax (39) 43 (87) 89
Finance costsnet 36 27 79 36
Other expenses 1
Share of loss of joint-ventures 1
(Loss) / income from operations (3) 70 (7) 126
Depreciation and impairment 51 11 83 20
Unrealized exchange (gains) / losses from remeasurement of
4 |
|
(2) 3 |
monetary assets and liabilitiesnet
Unrealized (gains) / losses on derivatives (19) (7) 27 (6)
Losses on disposal 10 6 10 6
Restructuring costs 5 2 5 5
Start-up and development costs 5 2 9 5
Wise acquisition and integration costs 3 10
Losses / (gains) on Ravenswood OPEB plan amendments 4 (1) 4 (9)
Wise Midwest premium losses 19 20
Effects of purchase accounting adjustments 12
Metal price lag 7 (2)
Unwinding of Wise previous hedging policies 2 4
Other 5 2 8 5
Adjusted EBITDA 93 81 188 152
Second Quarter 2015 Earnings Call 24
|
Reconciliation Adjusted EBITDA to Net Income Muscle Shoals
(IFRS)
Three months ended Six months ended
€ millions
June 30, 2015 June 30, 2015
Adjusted EBITDA 19 44
Metal price lag 3 9
Start-up and development costs (4) (4)
Wise acquisition and integration costs 2 (2)
Wise Mid-West premium losses (19) (20)
Unwinding of Wise previous hedging policies (2) (4)
Effects of purchase accounting adjustment (12)
Restructuring costs
Losses on disposal and assets classified as held for sale
Unrealized gains / (losses) on derivatives 2 (2)
Unrealized exchange gains / (losses) from the remeasurement of monetary
assets and liabilities net
Depreciation and impairment (14) (28)
Other (2)
Income from operations (15) (19)
Other expenses
Finance costs net (15) (31)
Share of loss of joint-ventures
(Loss) / income before income tax (30) (50)
Income tax benefit / (expense)
Net loss from continuing operations (30) (50)
Net income / (loss) from discontinued operations
Net loss (30) (50)
Second Quarter 2015 Earnings Call 25
|
Liquidity Details
€ millions Availability
Ravenswood ABL 69
Wise ABL 60
Factoring 182
Revolving Credit Facility * -
Other 10
Total 321
Cash and cash equivalents 369
Total Liquidity 690
* |
|
The €145 million Revolving Credit Facility is undrawn but is not considered available as our |
leverage is higher than 4.5
Second Quarter 2015 Earnings Call 26
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