PHILADELPHIA and PERTH, Australia, Feb. 27,
2025 /PRNewswire/ -- Arcadium Lithium plc (NYSE:
ALTM, ASX: LTM, "Arcadium Lithium" or the "Company") today
reported results for the fourth quarter and full year of 2024.
As a result of its pending acquisition by Rio Tinto, announced
on October 9, 2024 (the
"Transaction"), and as is customary during such transactions,
Arcadium Lithium will not hold an earnings conference call in
connection with its fourth quarter and full year financial
results. For the same reason, the Company withdrew its prior
operating and financial guidance and will not be introducing
guidance for 2025.
For further detail and discussion of Arcadium Lithium's results
for the fourth quarter and full year of 2024, please refer to
Arcadium Lithium's Annual Report on Form 10-K for the year ended
December 31, 2024, being filed today
with the Securities and Exchange Commission (the "SEC").
Fourth Quarter and Full Year Highlights
Fourth quarter revenue was $289.0
million and reported attributable GAAP net loss was
$14.2 million, or 1 cent per diluted share. Adjusted
EBITDA1 was $73.7 million
and adjusted earnings per diluted share2 was
1 cent. The increase in
Adjusted EBITDA1 compared to the third quarter was
largely attributable to higher volumes across all lithium products
and reduced costs, partially offset by lower average realized
pricing.
Fourth quarter total volumes sold were 56% higher on an
LCE3 basis versus the third quarter, but roughly flat
versus the prior year, as customers close out their contractual
commitments and demand needs during the typically active year-end
in key end markets.
The Company realized average pricing of $15,700 per product metric ton for combined
lithium hydroxide and carbonate volumes in the fourth quarter,
compared to $16,200 in the third
quarter. Average realized pricing declined across most
lithium products, with the exception of spodumene, due to weaker
prevailing market prices. However, lithium hydroxide pricing
was roughly flat quarter-over-quarter, supported by customer mix
and the benefit of existing long term commercial agreements.
|
Q4
2024
|
Revenue
(M)
|
Volume
|
Unit
|
Price
|
|
Lithium Hydroxide
and
Lithium
Carbonate4
|
$211.1
|
~13,4505
|
product
metric ton
|
$15,700 / product
MT
|
|
Butyllithium
&
Other Lithium
Specialties
|
$38.9
|
~470
|
LCE3
|
$82,800 /
LCE
|
|
Spodumene
Concentrate
|
$39.0
|
~54,100
|
dry metric
ton
|
$721 / 5.4%
dmt
(~$810 SC6
equivalent)
|
For the full year, Arcadium Lithium reported revenue of
$1,007.8 million. Attributable
GAAP net income was $103.2 million,
or 9 cents per diluted share.
Full year Adjusted EBITDA1 was $324.5 million and adjusted earnings per share
were 14 cents per diluted
share2. Full year total volumes sold were slightly
lower on an LCE3 basis, with higher combined lithium
carbonate and hydroxide sales more than offset by lower spodumene
sales due to reduced production at Mt Cattlin. Average
realized pricing over the full year declined across all lithium
products in light of a weaker market environment compared to
2023.
|
FY
2024
|
Revenue
(M)
|
Volume
|
Unit
|
Price
|
|
Lithium Hydroxide
and
Lithium
Carbonate4
|
$728.9
|
~42,3005
|
product
metric ton
|
$17,200 / product
MT
|
|
Butyllithium
&
Other Lithium
Specialties
|
$169.2
|
~1,860
|
LCE3
|
$91,000 /
LCE
|
|
Spodumene
Concentrate
|
$109.7
|
~140,000
|
dry metric
ton
|
$784 / 5.4%
dmt
(~$880 SC6
equivalent)
|
"2024 was highlighted by a focus on executing key initiatives
within our control while navigating challenging broader market
conditions. This included exercising cost and operational
discipline while maintaining the flexibility to adapt to a quickly
changing market environment," said Paul
Graves, president and chief executive officer of Arcadium
Lithium. "Our strong customer relationships and commercial
strategy of securing long term contracts helped us to achieve
higher realized pricing during the year than we would have under a
fully market-based pricing approach. Additionally, at our
Investor Day in September we outlined an attractive plan to deliver
significant growth over the coming years, leveraging the size and
quality of our portfolio of assets and expansion
projects. We believe the pending combination with Rio
Tinto will give us the ability to accelerate and expand this growth
opportunity for the benefit of our customers, our employees, and
the communities in which we operate."
|
_______________________
|
|
1
Reconciliation of Adjusted EBITDA, a non-GAAP measure, to net
income attributable to Arcadium Lithium plc, the most directly
comparable financial measure presented in accordance with GAAP, is
set forth in the reconciliation table accompanying this
release.
|
|
2
Corresponds to Diluted adjusted after-tax earnings per share in the
accompanying financial tables. Reconciliation of Diluted
adjusted after-tax earnings per share, a non-GAAP measure, to
Diluted earnings per ordinary share (GAAP), the most directly
comparable financial measure presented in accordance with GAAP, is
set forth in the reconciliation table accompanying this
release.
|
|
3 Lithium
Carbonate Equivalents.
|
|
4 Includes
100% of Olaroz in which Arcadium Lithium has current economic
interest of 66.5%.
|
|
5 Excludes
lithium carbonate by-product.
|
Rio Tinto Transaction Timeline
On October 9, 2024, a definitive
agreement (the "Transaction Agreement") was announced under which
Rio Tinto will acquire Arcadium Lithium in an all-cash transaction
for US$5.85 per share.
Requisite Arcadium Lithium shareholder approval for the
Transaction was obtained at special meetings held on December 23, 2024.
As announced on February 13, 2025,
the Company has received all required pre-closing regulatory
approvals in connection with the proposed acquisition. This
includes merger control clearance being satisfied or waived in
Australia, Canada, China, Japan,
South Korea, the United Kingdom and the United States (Hart-Scott-Rodino Antitrust
Improvements Act of 1976), as well as investment screening approval
being satisfied in Australia,
Canada, Italy, the United
Kingdom and the United
States (CFIUS).
Arcadium Lithium and Rio Tinto are now targeting closing of the
Transaction on March 6, 2025.
The Transaction remains subject to Court Order by the Royal Court
of Jersey and other customary closing conditions. Arcadium Lithium
cannot assure completion of the Transaction by any particular date,
if at all, or that if completed, it will be completed on the terms
set forth in the Transaction Agreement.
Full details of the terms and conditions of the Transaction are
set out in the Transaction Agreement, which may be obtained, free
of charge, on the SEC's website (http://www.sec.gov).
Arcadium Lithium Contacts
Investors:
Daniel Rosen
+1 215 299 6208
daniel.rosen@arcadiumlithium.com
Phoebe Lee +61 413 557 780
phoebe.lee@arcadiumlithium.com
Media:
Karen Vizental
+54 9 114 414 4702
karen.vizental@arcadiumlithium.com
Supplemental Information
In this press release, Arcadium Lithium uses the financial
measures Adjusted EBITDA and Diluted adjusted after-tax earnings
per share. These terms are not calculated in accordance with
generally accepted accounting principles (GAAP). Definitions
of these terms, as well as a reconciliation to the most directly
comparable financial measure calculated and presented in accordance
with GAAP, are provided on our website: ir.arcadiumlithium.com and
elsewhere in this press release or the financial tables that
accompany this press release.
About Arcadium Lithium
Arcadium Lithium is a leading global lithium chemicals producer
committed to safely and responsibly harnessing the power of lithium
to improve people's lives and accelerate the transition to a clean
energy future. We collaborate with our customers to drive
innovation and power a more sustainable world in which lithium
enables exciting possibilities for renewable energy, electric
transportation and modern life. Arcadium Lithium is
vertically integrated, with industry-leading capabilities across
lithium extraction processes, including hard-rock mining,
conventional brine extraction and direct lithium extraction (DLE),
and in lithium chemicals manufacturing for high performance
applications. We have operations around the world, with facilities
and projects in Argentina,
Australia, Canada, China, Japan,
the United Kingdom and the United
States. For more information, please visit us at
www.ArcadiumLithium.com.
Important Information and Legal Disclaimer:
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995: Certain statements in this news release are
forward-looking statements. In some cases, we have identified
forward-looking statements by such words or phrases as "will likely
result," "is confident that," "expect," "expects," "should,"
"could," "may," "will continue to," "believe," "believes,"
"anticipates," "predicts," "forecasts," "estimates," "projects,"
"potential," "intends" or similar expressions identifying
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, including the negative of
those words and phrases. Such forward-looking statements are based
on our current views and assumptions regarding future events,
future business conditions and the outlook for Arcadium Lithium
based on currently available information. There are important
factors that could cause Arcadium Lithium's actual results, level
of activity, performance or achievements to differ materially from
the results, level of activity, performance or achievements
expressed or implied by the forward-looking statements, including
the completion of the Transaction on anticipated terms and timing,
including obtaining required shareholder and regulatory approvals,
and the satisfaction of other conditions to the completion of the
Transaction; potential litigation relating to the Transaction that
could be instituted by or against Arcadium Lithium or its
affiliates, directors or officers, including the effects of any
outcomes related thereto; the risk that disruptions from the
Transaction will harm Arcadium Lithium's business, including
current plans and operations; the ability of Arcadium Lithium to
retain and hire key personnel; potential adverse reactions or
changes to business or governmental relationships resulting from
the announcement or completion of the Transaction; certain
restrictions during the pendency of the Transaction that may impact
Arcadium Lithium's ability to pursue certain business opportunities
or strategic transactions; significant transaction costs associated
with the Transaction; the possibility that the Transaction may be
more expensive to complete than anticipated, including as a result
of unexpected factors or events; the occurrence of any event,
change or other circumstance that could give rise to the
termination of the Transaction, including in circumstances
requiring Arcadium Lithium to pay a termination fee or other
expenses; competitive responses to the Transaction; the supply and
demand in the market for our products as well as pricing for
lithium and high-performance lithium compounds; our ability to
realize the anticipated benefits of the integration of the
businesses of Livent and Allkem or of any future acquisitions; our
ability to acquire or develop additional reserves that are
economically viable; the existence, availability and profitability
of mineral resources and mineral and ore reserves; the success of
our production expansion efforts, research and development efforts
and the development of our facilities; our ability to retain
existing customers; the competition that we face in our business;
the development and adoption of new battery technologies;
additional funding or capital that may be required for our
operations and expansion plans; political, financial and
operational risks that our lithium extraction and production
operations, particularly in Argentina, expose us to; physical and other
risks that our operations and suppliers are subject to; our ability
to satisfy customer qualification processes or customer or
government quality standards; global economic conditions, including
inflation, fluctuations in the price of energy and certain raw
materials; the ability of our joint ventures, affiliated entities
and contract manufacturers to operate according to their business
plans and to fulfill their obligations; severe weather events and
the effects of climate change; extensive and dynamic environmental
and other laws and regulations; our ability to obtain and comply
with required licenses, permits and other approvals; and other
factors described under the caption entitled "Risk Factors" in
Arcadium Lithium's 2024 Form 10-K filed with the SEC on
February 27, 2025, as well as
Arcadium Lithium's other SEC filings and public communications.
Although Arcadium Lithium believes the expectations reflected in
the forward-looking statements are reasonable, Arcadium Lithium
cannot guarantee future results, level of activity, performance or
achievements. Moreover, neither Arcadium Lithium nor any other
person assumes responsibility for the accuracy and completeness of
any of these forward-looking statements. Arcadium Lithium is under
no duty to update any of these forward-looking statements after the
date of this news release to conform its prior statements to actual
results or revised expectations.
|
ARCADIUM LITHIUM
PLC
CONSOLIDATED
STATEMENTS OF OPERATIONS
(Unaudited, in
millions, except per share data)
|
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
December
31,
|
|
December
31,
|
|
2024
|
|
2023 (1)
|
|
2024
|
|
2023 (1)
|
|
Revenue
|
$
289.0
|
|
$
181.8
|
|
$
1,007.8
|
|
$
882.5
|
|
Cost of
sales
|
243.4
|
|
85.7
|
|
719.2
|
|
344.1
|
|
Gross
margin
|
45.6
|
|
96.1
|
|
288.6
|
|
538.4
|
|
Impairment
charges
|
—
|
|
—
|
|
51.7
|
|
—
|
|
Selling, general and
administrative expenses
|
31.7
|
|
16.1
|
|
126.8
|
|
63.2
|
|
Research and
development expenses
|
2.6
|
|
2.5
|
|
6.4
|
|
5.8
|
|
Restructuring and other
charges
|
45.8
|
|
21.9
|
|
157.2
|
|
56.9
|
|
Total costs and
expenses
|
323.5
|
|
126.2
|
|
1,061.3
|
|
470.0
|
|
(Loss)/income from
operations before equity in net loss of
unconsolidated
affiliates, interest income, net, loss on debt
extinguishment and
other (gains)/losses
|
(34.5)
|
|
55.6
|
|
(53.5)
|
|
412.5
|
|
Equity in net loss of
unconsolidated affiliates
|
1.6
|
|
1.1
|
|
7.5
|
|
23.1
|
|
Interest income,
net
|
(1.5)
|
|
—
|
|
(20.3)
|
|
—
|
|
Loss on debt
extinguishment
|
—
|
|
—
|
|
1.1
|
|
—
|
|
Other
(gains)/losses
|
(50.4)
|
|
5.7
|
|
(252.4)
|
|
0.4
|
|
Income from operations
before income taxes
|
15.8
|
|
48.8
|
|
210.6
|
|
389.0
|
|
Income tax
expense
|
23.2
|
|
11.1
|
|
78.9
|
|
58.9
|
|
Net
(loss)/income
|
$
(7.4)
|
|
$
37.7
|
|
$
131.7
|
|
$
330.1
|
|
Net income attributable
to noncontrolling interests
|
6.8
|
|
—
|
|
28.5
|
|
—
|
|
Net (loss)/income
attributable to Arcadium Lithium plc
|
$
(14.2)
|
|
$
37.7
|
|
$
103.2
|
|
$
330.1
|
|
Basic (loss)/earnings
per ordinary share
|
$
(0.01)
|
|
$
0.09
|
|
$
0.10
|
|
$
0.76
|
|
Diluted (loss)/earnings
per ordinary share
|
$
(0.01)
|
|
$
0.07
|
|
$
0.09
|
|
$
0.66
|
|
Weighted average
ordinary shares outstanding - basic
|
1,075.5
|
|
432.6
|
|
1,069.8
|
|
432.4
|
|
Weighted average
ordinary shares outstanding - diluted
|
1,075.5
|
|
503.0
|
|
1,138.7
|
|
503.4
|
|
_______________________
|
|
1.
|
For the three and
twelve months ended December 31, 2023, basic and diluted earnings
per ordinary share and weighted average ordinary shares outstanding
- basic and diluted amounts represent predecessor Livent and have
been adjusted to reflect the 2.406 Exchange Ratio. Represents the
results of predecessor Livent's operations for three and twelve
months ended December 31, 2023 which do not include the
operations of Allkem.
|
|
ARCADIUM LITHIUM
PLC
RECONCILIATION OF
NON-GAAP FINANCIAL MEASURES
RECONCILIATION OF
NET (LOSS)/ INCOME ATTRIBUTABLE TO ARCADIUM LITHIUM PLC TO
ADJUSTED
EBITDA
(NON-GAAP)
(Unaudited)
|
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
December
31,
|
|
December
31,
|
|
(In
Millions)
|
2024
|
|
2023 (1)
|
|
2024
|
|
2023 (1)
|
|
Net (loss)/income
attributable to Arcadium Lithium plc
|
$
(14.2)
|
|
$
37.7
|
|
$
103.2
|
|
$
330.1
|
|
Add back:
|
|
|
|
|
|
|
|
|
Net income attributable
to noncontrolling interests
|
6.8
|
|
—
|
|
28.5
|
|
—
|
|
Interest income,
net
|
(1.5)
|
|
—
|
|
(20.3)
|
|
—
|
|
Income tax
expense
|
23.2
|
|
11.1
|
|
78.9
|
|
58.9
|
|
Depreciation and
amortization
|
45.9
|
|
8.1
|
|
113.7
|
|
29.6
|
|
EBITDA (Non-GAAP)
(2)
|
60.2
|
|
56.9
|
|
304.0
|
|
418.6
|
|
Add back:
|
|
|
|
|
|
|
|
|
Argentina remeasurement
(gains)/losses (a)
|
(44.7)
|
|
53.4
|
|
(171.0)
|
|
73.9
|
|
Impairment charges
(b)
|
—
|
|
—
|
|
51.7
|
|
—
|
|
Restructuring and other
charges (c)
|
45.8
|
|
21.9
|
|
157.2
|
|
56.9
|
|
Loss on debt
extinguishment (d)
|
—
|
|
—
|
|
1.1
|
|
—
|
|
Inventory step-up,
Allkem Livent Merger (e)
|
11.0
|
|
—
|
|
32.0
|
|
—
|
|
Other losses/(gains)
(f)
|
1.4
|
|
0.9
|
|
(5.0)
|
|
16.7
|
|
Subtract:
|
|
|
|
|
|
|
|
|
Blue Chip Swap gain
(g)
|
—
|
|
(42.2)
|
|
(45.2)
|
|
(63.6)
|
|
Argentina interest
income (h)
|
—
|
|
—
|
|
(0.3)
|
|
—
|
|
Adjusted EBITDA
(Non-GAAP) (2)
|
$
73.7
|
|
$
90.9
|
|
$
324.5
|
|
$
502.5
|
|
___________________
|
|
1.
|
Represents the results
of predecessor Livent's operations for three and twelve months
ended December 31, 2023 which do not include the operations of
Allkem.
|
|
2.
|
We evaluate operating
performance using certain Non-GAAP measures such as EBITDA, which
we define as net income attributable to Arcadium Lithium plc plus
noncontrolling interests, interest expense, net, income tax expense
and depreciation and amortization; and Adjusted EBITDA, which we
define as EBITDA adjusted for Argentina remeasurement
(gains)/losses, impairment charges, restructuring and other
charges, Allkem Livent Merger inventory step-up, certain Blue Chip
Swap gains and other losses/(gains). Management believes the use of
these Non-GAAP measures allows management and investors to compare
more easily the financial performance of its underlying business
from period to period. The Non-GAAP information provided may not be
comparable to similar measures disclosed by other companies because
of differing methods used by other companies in calculating EBITDA
and Adjusted EBITDA. These measures should not be considered as a
substitute for net income or other measures of performance or
liquidity reported in accordance with U.S. GAAP. The above table
reconciles EBITDA and Adjusted EBITDA from net income attributable
to Arcadium Lithium plc.
|
|
a.
|
Represents impact of
currency fluctuations primarily on deferred income tax assets and
liabilities. Also includes impact of currency fluctuations on other
tax assets and liabilities and on long-term monetary assets
associated with our capital expansion as well as foreign currency
devaluations. The remeasurement (gains)/losses are included within
Other (gains)/losses in our consolidated statements of operations
but are excluded from our calculation of Adjusted EBITDA because
of: i.) their nature as income tax related; ii.) their association
with long-term capital projects which will not be operational until
future periods; or iii.) the severity of the devaluations and their
immediate impact on our operations in the country.
|
|
b.
|
In the third quarter of
2024, the Company's plan to place its Mt Cattlin spodumene
operation in Western Australia into care and maintenance resulted
in a non-cash charge of $51.7 million for the twelve months
ended December 31, 2024, and was recorded to Impairment
charges in the consolidated statement of operations. The impairment
charges are excluded from our calculation of Adjusted EBITDA
because the charges are nonrecurring.
|
|
c.
|
We continually perform
strategic reviews and assess the return on our business. This
sometimes results in management changes or in a plan to restructure
the operations of our business. As part of these restructuring
plans, demolition costs and write-downs of long-lived assets may
occur. The three months ended December 31, 2024 and 2023 include
costs related to the Allkem Livent Merger of $4.9 million and $21.8
million, respectively. The years ended December 31, 2024 and
2023 include costs related to the Allkem Livent Merger of
$103.9 million and $54.1 million, respectively. 2024
also includes costs related to the Rio Tinto Transaction of
$23.2 million. The years ended December 31, 2024 and 2023
include severance-related costs of $19.0 million and $2.4
million, respectively.
|
|
d.
|
The twelve months ended
December 31, 2024 includes a $0.9 million prepayment fee incurred
when the Sal de Vida Project Financing Facility was repaid in its
entirety by SDJ on May 30, 2024 and $0.2 million for the partial
write-off of deferred financing costs for amendments to the
Revolving Credit Facility. The debt extinguishment losses are
excluded from our calculation of Adjusted EBITDA because the loss
is nonrecurring.
|
|
e.
|
Relates to the step-up
in inventory recorded for Allkem Livent Merger for the twelve
months ended December 31, 2024 as a result of purchase
accounting, excluded from Adjusted EBITDA as the step-up is
considered a one-time, non-recurring cost.
|
|
f.
|
The three and twelve
months ended December 31, 2024 primarily represents foreign
currency remeasurement gains related to U.S. dollar-denominated
cash balances temporarily held at a foreign currency-functional
subsidiary. The three and twelve months ended December 31, 2023,
prior to consolidation of Nemaska Lithium Inc. ("NLI") on October
18, 2023, represents our 50% ownership interest in costs incurred
for certain project-related costs to align NLI's reported results
with Arcadium's capitalization policies and interest expense
incurred by NLI, all included in Equity in net loss of
unconsolidated affiliates in our consolidated statements of
operations. The Company consolidates NLI on a one-quarter lag basis
and prior to October 18, 2023, accounted for its equity method
investment in NLI on a one-quarter lag basis.
|
|
g.
|
Represents
non-recurring gain from the sale in Argentina pesos of Argentina
Sovereign U.S. dollar-denominated bonds due to the divergence of
Argentina's Blue Chip Swap market exchange rate from the official
rate.
|
|
h.
|
Represents interest
income received from the Argentina government for the period
beginning when the recoverability of certain of our
expansion-related VAT receivables were approved by the Argentina
government and ending on the date when the reimbursements were paid
by the Argentina government but is excluded from our calculation of
Adjusted EBITDA because of its association with long-term capital
projects which will not be operational until future
periods.
|
|
RECONCILIATION OF
NET (LOSS)/INCOME ATTRIBUTABLE TO ARCADIUM LITHIUM PLC (GAAP)
TO
ADJUSTED AFTER-TAX
EARNINGS (NON-GAAP)
(Unaudited)
|
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
December
31,
|
|
December
31,
|
|
(In Millions, except
per share amounts)
|
2024
|
|
2023 (1)
|
|
2024
|
|
2023 (1)
|
|
Net (loss)/income
attributable to Arcadium Lithium plc
|
$
(14.2)
|
|
$
37.7
|
|
$
103.2
|
|
$
330.1
|
|
Add back:
|
|
|
|
|
|
|
|
|
Net income attributable
to noncontrolling interests
|
6.8
|
|
—
|
|
28.5
|
|
—
|
|
Special
charges:
|
|
|
|
|
|
|
|
|
Argentina
remeasurement (gains)/losses (a)
|
(44.7)
|
|
53.4
|
|
(171.0)
|
|
73.9
|
|
Impairment charges
(b)
|
—
|
|
—
|
|
51.7
|
|
—
|
|
Restructuring and
other charges (c)
|
45.8
|
|
21.9
|
|
157.2
|
|
56.9
|
|
Loss on debt
extinguishment (d)
|
—
|
|
—
|
|
1.1
|
|
—
|
|
Inventory step-up,
Allkem Livent Merger (e)
|
11.0
|
|
—
|
|
32.0
|
|
—
|
|
Other losses/(gains)
(f)
|
1.4
|
|
0.9
|
|
(5.0)
|
|
16.7
|
|
Blue Chip Swap gain
(g)
|
—
|
|
(42.2)
|
|
(45.2)
|
|
(63.6)
|
|
Argentina interest
income (h)
|
—
|
|
—
|
|
(0.3)
|
|
—
|
|
Non-GAAP tax
adjustments (i)
|
6.4
|
|
(0.9)
|
|
10.0
|
|
(18.0)
|
|
Adjusted after-tax
earnings (Non-GAAP) (2)
|
$
12.5
|
|
$
70.8
|
|
$
162.2
|
|
$
396.0
|
|
|
|
|
|
|
|
|
|
Diluted (loss)/earnings
per ordinary share (GAAP)
|
$
(0.01)
|
|
$
0.07
|
|
$
0.09
|
|
$
0.66
|
|
Net income attributable
to noncontrolling interests, per diluted share
|
0.01
|
|
—
|
|
0.03
|
|
—
|
|
Special charges per
diluted share, before tax:
|
|
|
|
|
|
|
|
|
Argentina
remeasurement (gains)/losses, per diluted share
|
(0.04)
|
|
0.11
|
|
(0.16)
|
|
0.15
|
|
Impairment charges,
per diluted share
|
—
|
|
—
|
|
0.04
|
|
—
|
|
Restructuring and
other charges, per diluted share
|
0.04
|
|
0.04
|
|
0.14
|
|
0.11
|
|
Inventory step-up,
Allkem Livent Merger, per diluted share
|
0.01
|
|
—
|
|
0.03
|
|
—
|
|
Other losses, per
diluted share
|
—
|
|
—
|
|
—
|
|
0.03
|
|
Blue Chip Swap gain,
per diluted share
|
—
|
|
(0.08)
|
|
(0.04)
|
|
(0.12)
|
|
Non-GAAP tax
adjustments per diluted share
|
—
|
|
—
|
|
0.01
|
|
(0.04)
|
|
Diluted adjusted
after-tax earnings per share (Non-GAAP) (2)
|
$
0.01
|
|
$
0.14
|
|
$
0.14
|
|
$
0.79
|
|
Weighted average number
of shares outstanding used in diluted adjusted
after-tax earnings per
share computations (Non-GAAP)
|
1,145.6
|
|
503.0
|
|
1,138.7
|
|
503.4
|
|
____________________
|
|
1.
|
For the three and
twelve months ended December 31, 2023, diluted earnings per
ordinary share (GAAP), weighted average ordinary shares outstanding
- diluted (Non-GAAP) and all per diluted share amounts represent
predecessor Livent and have been adjusted to reflect the 2.406
Exchange Ratio. Represents the results of predecessor Livent's
operations for three and twelve months ended December 31, 2023
which do not include the operations of Allkem.
|
|
2.
|
The Company believes
that the Non-GAAP financial measures "Adjusted after-tax earnings"
and "Diluted adjusted after-tax earnings per share" provide useful
information about the Company's operating results to management,
investors and securities analysts. Adjusted after-tax earnings
excludes the effects of nonrecurring charges/(income) and
tax-related adjustments. The Company also believes that excluding
the effects of these items from operating results allows management
and investors to compare more easily the financial performance of
its underlying business from period to period. Diluted adjusted
after-tax earnings per share (Non-GAAP) is calculated using
weighted average common shares outstanding - diluted.
|
|
a.
|
Represents impact of
currency fluctuations primarily on deferred income tax assets and
liabilities. Also includes impact of currency fluctuations on other
tax assets and liabilities and on long-term monetary assets
associated with our capital expansion as well as foreign currency
devaluations. The remeasurement (gains)/losses are included within
Other (gains)/losses in our consolidated statements of operations
but are excluded from our calculation of Adjusted EBITDA because
of: i.) their nature as income tax related; ii.) their association
with long-term capital projects which will not be operational until
future periods; or iii.) the severity of the devaluations and their
immediate impact on our operations in the country.
|
|
b.
|
In the third quarter of
2024, the Company's plan to place its Mt Cattlin spodumene
operation in Western Australia into care and maintenance resulted
in a non-cash charge of $51.7 million for the twelve months
ended December 31, 2024, and was recorded to Impairment
charges in the consolidated statement of operations. The impairment
charges are excluded from our calculation of Adjusted EBITDA
because the charges are nonrecurring.
|
|
c.
|
We continually perform
strategic reviews and assess the return on our business. This
sometimes results in management changes or in a plan to restructure
the operations of our business. As part of these restructuring
plans, demolition costs and write-downs of long-lived assets may
occur. The three months ended December 31, 2024 and 2023 include
costs related to the Allkem Livent Merger of $4.9 million and $21.8
million, respectively. The years ended December 31, 2024 and
2023 include costs related to the Allkem Livent Merger of
$103.9 million and $54.1 million, respectively. 2024
also includes costs related to the Rio Tinto Transaction of
$23.2 million. The years ended December 31, 2024 and 2023
include severance-related costs of $19.0 million and $2.4
million, respectively.
|
|
d.
|
The twelve months ended
December 31, 2024 includes a $0.9 million prepayment fee incurred
when the Sal de Vida Project Financing Facility was repaid in its
entirety by SDJ on May 30, 2024 and $0.2 million for the partial
write-off of deferred financing costs for amendments to the
Revolving Credit Facility. The debt extinguishment losses are
excluded from our calculation of Adjusted EBITDA because the loss
is nonrecurring.
|
|
e.
|
Relates to the step-up
in inventory recorded for Allkem Livent Merger for the twelve
months ended December 31, 2024 as a result of purchase
accounting, excluded from Adjusted EBITDA as the step-up is
considered a one-time, non-recurring cost.
|
|
f.
|
The three and twelve
months ended December 31, 2024 primarily represents foreign
currency remeasurement gains related to U.S. dollar-denominated
cash balances temporarily held at a foreign currency-functional
subsidiary. The three and twelve months ended December 31, 2023,
prior to consolidation of Nemaska Lithium Inc. ("NLI") on October
18, 2023, represents our 50% ownership interest in costs incurred
for certain project-related costs to align NLI's reported results
with Arcadium's capitalization policies and interest expense
incurred by NLI, all included in Equity in net loss of
unconsolidated affiliates in our consolidated statements of
operations. The Company consolidates NLI on a one-quarter lag basis
and prior to October 18, 2023, accounted for its equity method
investment in NLI on a one-quarter lag basis.
|
|
g.
|
Represents
non-recurring gain from the sale in Argentina pesos of Argentina
Sovereign U.S. dollar-denominated bonds due to the divergence of
Argentina's Blue Chip Swap market exchange rate from the official
rate.
|
|
h.
|
Represents interest
income received from the Argentina government for the period
beginning when the recoverability of certain of our
expansion-related VAT receivables were approved by the Argentina
government and ending on the date when the reimbursements were paid
by the Argentina government but is excluded from our calculation of
Adjusted EBITDA because of its association with long-term capital
projects which will not be operational until future
periods.
|
|
i.
|
The Company excludes
the GAAP tax provision, including discrete items, from the Non-GAAP
measure Diluted adjusted after-tax earnings per share, and instead
includes a Non-GAAP tax provision based upon the annual Non-GAAP
effective tax rate. The GAAP tax provision includes certain
discrete tax items including, but not limited to: income tax
expenses or benefits that are not related to operating results in
the current year; tax adjustments associated with fluctuations in
foreign currency remeasurement of certain foreign operations;
certain changes in estimates of tax matters related to prior fiscal
years; certain changes in the realizability of deferred tax assets
and related accounting impacts; and changes in tax law. Management
believes excluding these discrete tax items assists investors and
securities analysts in understanding the tax provision and the
effective tax rate related to operating results thereby providing
investors with useful supplemental information about the Company's
operational performance. The income tax expense/(benefit) on
special charges/(income) is determined using the applicable rates
in the taxing jurisdictions in which the special charge or income
occurred and includes both current and deferred income tax
expense/(benefit) based on the nature of the Non-GAAP performance
measure.
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
December
31,
|
|
December
31,
|
|
(in
Millions)
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Non-GAAP tax
adjustments:
|
|
|
|
|
|
|
|
|
Income tax
benefit on restructuring and other charges and other corporate
costs
|
$
(8.0)
|
|
$
(3.4)
|
|
$ (34.9)
|
|
$
(7.0)
|
|
Revisions to
our tax liabilities due to finalization of prior year tax
returns
|
2.4
|
|
—
|
|
(1.7)
|
|
(0.4)
|
|
Foreign
currency remeasurement (net of valuation allowance) and other
discrete items
|
7.1
|
|
(1.1)
|
|
45.5
|
|
(16.2)
|
|
Blue Chip Swap
gain
|
(0.2)
|
|
4.5
|
|
10.3
|
|
6.7
|
|
Tax effect of
impairment charges
|
—
|
|
—
|
|
(15.5)
|
|
—
|
|
Other discrete
items
|
5.1
|
|
(0.9)
|
|
6.3
|
|
(1.1)
|
|
Total Non-GAAP
tax adjustments
|
$
6.4
|
|
$
(0.9)
|
|
$
10.0
|
|
$ (18.0)
|
|
RECONCILIATION OF
CASH (USED IN)/PROVIDED BY OPERATING ACTIVITIES (GAAP) TO
ADJUSTED
CASH PROVIDED BY OPERATIONS (NON-GAAP)
(Unaudited)
|
|
|
Twelve Months
Ended
|
|
December
31,
|
|
(In
Millions)
|
2024
|
|
2023 (1)
|
|
Cash (used in)/provided
by operating activities (GAAP)
|
$
(176.0)
|
|
$
297.3
|
|
Restructuring
and other charges
|
192.1
|
|
28.7
|
|
Argentina
interest income
|
(1.5)
|
|
—
|
|
Adjusted cash provided
by operations (Non-GAAP) (2)
|
$
14.6
|
|
$
326.0
|
|
___________________
|
|
1.
|
Represents the results
of predecessor Livent's operations for twelve months ended
December 31, 2023 which do not include the operations of
Allkem.
|
|
2.
|
The Company believes
that the Non-GAAP financial measure Adjusted cash provided by
operations provides useful information about the Company's cash
flows to investors and securities analysts. Adjusted cash provided
by operations excludes the effects of transaction-related cash
flows. The Company also believes that excluding the effects of
these items from cash (used in)/provided by operating activities
allows management and investors to compare more easily the cash
flows from period to period.
|
|
RECONCILIATION OF
LONG-TERM DEBT (GAAP) AND CASH AND CASH EQUIVALENTS (GAAP)
TO
NET DEBT
(NON-GAAP)
(Unaudited)
|
|
|
(In
Millions)
|
December 31,
2024
|
|
December 31, 2023
(1)
|
|
Long-term debt
(including current maturities) (GAAP) (a)
|
$
960.6
|
|
$
302.0
|
|
Less: Cash and
cash equivalents (GAAP)
|
(93.2)
|
|
(237.6)
|
|
Net debt (Non-GAAP)
(2)
|
$
867.4
|
|
$
64.4
|
|
___________________
|
|
1.
|
Represents the
financial position of predecessor Livent as of December 31,
2023, which does not include the financial position of
Allkem.
|
|
2.
|
The Company believes
that the non-GAAP financial measure "Net debt" provides useful
information about the Company's cash flows and liquidity to
investors and securities analysts.
|
|
a.
|
Presented net of
unamortized transaction costs and discounts of $73.8
million and $22.2 million as of December 31, 2024 and
2023, respectively.
|
RECONCILIATION OF CASH AND CASH EQUIVALENTS
(GAAP) TO ADJUSTED CASH AND DEPOSITS (NON-GAAP)
The following table provides a reconciliation of Arcadium
Lithium's Cash and cash equivalents (GAAP) to Adjusted cash and
deposits (Non-GAAP), on an unaudited basis for illustrative
purposes. We define Adjusted cash and deposits (Non-GAAP) as Cash
and cash equivalents, plus restricted cash in Other non-current
assets, less Nemaska Lithium Cash and cash equivalents consolidated
by Arcadium on a one-quarter lag, plus Nemaska Lithium Cash and
cash equivalents not on a one-quarter lag. Our management believes
that this measure provides useful information about the Company's
balances and liquidity to investors and securities analysts. Such
measure may not be comparable to similar measures disclosed by
other companies because of differing methods used by other
companies in calculating Adjusted cash and deposits. These measures
should not be considered as a substitute for Cash and cash
equivalents or other measures of liquidity reported in accordance
with U.S. GAAP.
|
December
31,
|
|
2024
|
|
2023
(1)
|
|
(in
Millions)
|
|
|
Arcadium Lithium Cash
and cash equivalents (GAAP)
|
$
93.2
|
|
$
237.6
|
|
Allkem Cash and cash
equivalents
|
—
|
|
681.4
|
|
Add:
|
|
|
|
|
Restricted cash in
Other non-current assets:
|
|
|
|
|
Project Loan Facility
guarantee - Stage 2 of Olaroz Plant (SDJ)
|
18.1
|
|
24.6
|
|
Project Financing
Facility guarantee - Sal de Vida (SDV) (2)
|
—
|
|
32.5
|
|
Other
|
5.3
|
|
5.0
|
|
Less:
|
|
|
|
|
Nemaska Lithium Cash
and cash equivalents as of Sept. 30, 2024 and October 18,
2023,
respectively,
consolidated by Arcadium on a one-quarter lag
|
(11.4)
|
|
(133.5)
|
|
Arcadium Lithium,
excluding Nemaska Lithium
|
105.2
|
|
847.6
|
|
Nemaska Lithium Cash
and cash equivalents not on a one-quarter lag
(3)
|
28.2
|
|
44.2
|
|
Adjusted cash and
deposits (Non-GAAP) (4)
|
133.4
|
|
891.8
|
|
_________________
|
|
1.
|
This unaudited
information of the combined company as of December 31, 2023 is for
illustrative purposes and was derived from the historical
consolidated financial information of Livent, Allkem and Nemaska
Lithium.
|
|
2.
|
On May 30, 2024, SDV
paid the outstanding principal balance of $47.0 million, a
prepayment fee of $0.9 million and accrued interest and commitment
fees of $1.3 million to repay the Project Financing Facility in its
entirety.
|
|
3.
|
The presentation
reflects NLI's actual balance at that date, not on a one-quarter
lag. This differs from Nemaska Lithium cash and cash equivalents
included in Arcadium Lithium's consolidated balance sheet as of
December 31, 2024 of $11.4 million, representing NLI's balance as
of September 30, 2024 as we consolidate NLI on a one-quarter lag.
In the fourth quarter of 2024, the Company contributed cash of
$96.7 million to Nemaska Lithium which, due to one-quarter lag
reporting, is not yet recorded in our consolidation of Nemaska. The
balance is recorded to Other assets - noncurrent because the cash
is expected to be used by Nemaska primarily for capital
expenditures. IQ contemporaneously made an equal contribution in
the fourth quarter of 2024 which, due to one-quarter lag reporting,
is not recorded in our consolidation of Nemaska. On March 28,
2024 and January 3, 2025, Nemaska Lithium received cash of $150
million and $125 million related to the second and third advance
payments, respectively, in connection with a customer supply
agreement repayable in equal quarterly installments beginning in
January 2027 and ending in October 2031.
|
|
4.
|
$124.7 million and
$176.9 million is required to be reserved or restricted at December
31, 2024 and December 31, 2023, respectively, to provide collateral
or cash backing for guarantees primarily on Allkem debt facilities,
including $23.4 million and $62.1 million at December 31, 2024 and
December 31, 2023, respectively, in Other non-current assets in our
consolidated balance sheet.
|
|
ARCADIUM LITHIUM
PLC
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
|
|
(In
Millions)
|
December 31,
2024
|
|
December 31, 2023
(1)
|
|
Cash and cash
equivalents
|
$
93.2
|
|
$
237.6
|
|
Trade receivables, net
of allowance of less than $0.1 in 2024 and $0.3 in
2023
|
130.3
|
|
106.7
|
|
Inventories,
net
|
417.6
|
|
217.5
|
|
Prepaid and other
current assets
|
218.7
|
|
86.4
|
|
Total current
assets
|
859.8
|
|
648.2
|
|
Investments
|
36.9
|
|
34.8
|
|
Property, plant and
equipment, net of accumulated depreciation of $351.2 in 2024 and
$269.1 in 2023
|
7,371.2
|
|
2,237.1
|
|
Goodwill
|
1,362.9
|
|
120.7
|
|
Other intangibles,
net
|
62.2
|
|
53.4
|
|
Deferred income
taxes
|
37.8
|
|
1.4
|
|
Right of use assets -
operating leases, net
|
47.0
|
|
6.8
|
|
Other assets
|
412.3
|
|
127.7
|
|
Total assets
|
$
10,190.1
|
|
$
3,230.1
|
|
|
|
|
|
Total current
liabilities
|
789.0
|
|
268.6
|
|
Long-term
debt
|
671.7
|
|
299.6
|
|
Contract liability -
long-term
|
238.1
|
|
217.8
|
|
Other long-term
liabilities
|
1,310.5
|
|
160.3
|
|
Equity
|
7,180.8
|
|
2,283.8
|
|
Total liabilities and
equity
|
$
10,190.1
|
|
$
3,230.1
|
|
_________________
|
|
1.
|
Represents the
financial position of predecessor Livent as of December 31, 2023,
which does not include the financial position of Allkem.
|
|
ARCADIUM LITHIUM
PLC
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
Twelve Months Ended
December 31,
|
|
(In
Millions)
|
2024
|
|
2023 (1)
|
|
Cash (used in)/provided
by operating activities
|
$
(176.0)
|
|
$
297.3
|
|
Cash used in investing
activities
|
(445.3)
|
|
(228.3)
|
|
Cash provided by/(used
in) financing activities
|
492.4
|
|
(20.4)
|
|
Effect of exchange rate
changes on cash
|
(15.5)
|
|
—
|
|
(Decrease)/increase in
cash and cash equivalents
|
(144.4)
|
|
48.6
|
|
Cash and cash
equivalents, beginning of period
|
237.6
|
|
189.0
|
|
Cash and cash
equivalents, end of period
|
$
93.2
|
|
$
237.6
|
|
___________________
|
|
1.
|
Represents the results
of predecessor Livent's operations for the twelve months ended
December 31, 2023 which do not include the operations of
Allkem.
|
|
ARCADIUM LITHIUM
PLC
LONG-TERM
DEBT
(Unaudited)
|
|
|
Interest Rate
Percentage
|
|
Maturity
Date
|
|
December 31,
2024
|
|
December 31,
2023
|
|
(in
Millions)
|
SOFR
borrowings
|
|
Base rate
borrowings
|
|
|
|
|
|
|
|
|
|
Revolving Credit
Facility (1)
|
6.18 %
|
|
8.25 %
|
|
|
|
2027
|
|
$
344.0
|
|
$
—
|
|
4.125% Convertible
Senior Notes due 2025
|
|
|
|
|
4.125 %
|
|
2025
|
|
245.8
|
|
245.8
|
|
Transaction costs -
2025 Notes
|
|
|
|
|
|
|
|
|
(0.9)
|
|
(2.4)
|
|
Nemaska - Prepayment
agreement (2)
|
|
|
|
|
8.9 %
|
|
|
|
75.0
|
|
75.0
|
|
Discount - Prepayment
agreement
|
|
|
|
|
|
|
|
|
(20.1)
|
|
(19.8)
|
|
Nemaska - Prepayment
agreement - tranche 2 (2)
|
|
|
|
|
9.4 %
|
|
|
|
150.0
|
|
—
|
|
Discount - Prepayment
agreement
|
|
|
|
|
|
|
|
|
(52.8)
|
|
—
|
|
Nemaska -
Other
|
|
|
|
|
|
|
|
|
0.6
|
|
3.4
|
|
Debt assumed in Allkem
Livent Merger (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
Project Loan Facility -
Stage 2 of Olaroz Plant
|
|
|
|
|
2.61 %
|
|
2029
|
|
135.0
|
|
—
|
|
Affiliate Loans with
TTC
|
|
|
|
|
14.30 %
|
|
2030
|
|
81.5
|
|
—
|
|
Affiliate Loan with
TLP
|
|
|
|
|
10.03 %
|
|
2026
|
|
2.5
|
|
—
|
|
Total debt assumed in
Allkem Livent Merger
|
|
|
|
|
|
|
|
|
219.0
|
|
—
|
|
Subtotal long-term debt
(including current maturities)
|
|
|
|
|
|
|
|
|
960.6
|
|
302.0
|
|
Less current
maturities
|
|
|
|
|
|
|
|
|
(288.9)
|
|
(2.4)
|
|
Total long-term
debt
|
|
|
|
|
|
|
|
|
$
671.7
|
|
$
299.6
|
|
________________________
|
|
1.
|
Represents the
financial position of predecessor Livent as of December 31, 2023,
which does not include the financial position of Allkem.
|
|
2.
|
Represents advance
payments in connection with customer supply agreement which do not
have a contractual interest rate or bear any actual interest and
are repayable in equal quarterly installments beginning in January
2027 and ending in October 2031. Represents U.S. GAAP imputed
interest rate.
|
|
3.
|
On September 10, 2024,
SDJ paid the outstanding principal balance of $9.1 million to
repay Stage 1 of the Olaroz Plan Project Loan Facility in its
entirety. On May 30, 2024, SDV paid the outstanding principal
balance of $47.0 million, a prepayment fee of
$0.9 million and accrued interest and commitment fees of
$1.3 million to repay the Project Financing Facility in its
entirety.
|
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SOURCE Arcadium Lithium PLC
