Delaware
|
13-3070826
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
One South Wacker Drive
|
60606
|
Suite 1000
|
(Zip Code)
|
Chicago
|
|
Illinois
|
|
(Address of principal executive offices)
|
|
Title of each class:
|
Trading Symbol(s)
|
Name of each exchange on which registered:
|
Common Stock, $0.01 par value per share
|
CENX
|
Nasdaq Stock Market LLC
|
|
|
(Nasdaq Global Select Market)
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
|
TABLE OF CONTENTS
|
|
|
Page
|
|
|
|
|
|
|
CENTURY ALUMINUM COMPANY
|
|
|||||||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|
|||||||||||||||
(in millions)
|
|
|||||||||||||||
(Unaudited)
|
|
|||||||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(20.7
|
)
|
|
$
|
(20.3
|
)
|
|
$
|
(76.0
|
)
|
|
$
|
(1.2
|
)
|
|
Other comprehensive income before income tax effect:
|
|
|
|
|
|
|
|
|
||||||||
Net loss on foreign currency cash flow hedges reclassified as income
|
(0.0)
|
|
|
(0.0)
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
||||
Defined benefit plans and other postretirement benefits:
|
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service benefit (cost) during the period
|
(1.2
|
)
|
|
(1.8
|
)
|
|
(3.8
|
)
|
|
(5.0
|
)
|
|
||||
Amortization of net gain (loss) during the period
|
2.2
|
|
|
2.3
|
|
|
6.7
|
|
|
9.4
|
|
|
||||
Other comprehensive income before income tax effect
|
1.0
|
|
|
0.5
|
|
|
2.8
|
|
|
4.2
|
|
|
||||
Income tax effect
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.8
|
)
|
|
(1.1
|
)
|
|
||||
Other comprehensive income
|
0.7
|
|
|
0.1
|
|
|
2.0
|
|
|
3.1
|
|
|
||||
Total comprehensive income (loss)
|
$
|
(20.0
|
)
|
|
$
|
(20.2
|
)
|
|
$
|
(74.0
|
)
|
|
$
|
1.9
|
|
|
CENTURY ALUMINUM COMPANY
|
|||||||
CONSOLIDATED BALANCE SHEETS
|
|||||||
(in millions)
|
|||||||
(Unaudited)
|
|||||||
|
September 30, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
22.5
|
|
|
$
|
38.9
|
|
Restricted cash
|
0.8
|
|
|
0.8
|
|
||
Accounts receivable - net
|
81.9
|
|
|
82.5
|
|
||
Due from affiliates
|
23.3
|
|
|
22.7
|
|
||
Inventories
|
322.3
|
|
|
343.8
|
|
||
Prepaid and other current assets
|
23.3
|
|
|
18.0
|
|
||
Total current assets
|
474.1
|
|
|
506.7
|
|
||
Property, plant and equipment - net
|
950.1
|
|
|
967.3
|
|
||
Leases - right of use assets
|
24.2
|
|
|
—
|
|
||
Due from affiliates - less current portion
|
1.4
|
|
|
—
|
|
||
Other assets
|
42.0
|
|
|
63.5
|
|
||
TOTAL
|
$
|
1,491.8
|
|
|
$
|
1,537.5
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Accounts payable, trade
|
$
|
112.0
|
|
|
$
|
119.4
|
|
Due to affiliates
|
—
|
|
|
10.3
|
|
||
Accrued and other current liabilities
|
66.1
|
|
|
52.5
|
|
||
Accrued employee benefits costs
|
11.0
|
|
|
11.0
|
|
||
Term loan - current
|
15.0
|
|
|
—
|
|
||
Revolving credit facility
|
0.4
|
|
|
23.3
|
|
||
Industrial revenue bonds
|
7.8
|
|
|
7.8
|
|
||
Total current liabilities
|
212.3
|
|
|
224.3
|
|
||
Senior notes payable
|
249.0
|
|
|
248.6
|
|
||
Term loan - less current portion
|
25.0
|
|
|
—
|
|
||
Accrued pension benefits costs - less current portion
|
48.4
|
|
|
50.9
|
|
||
Accrued postretirement benefits costs - less current portion
|
101.2
|
|
|
101.2
|
|
||
Other liabilities
|
45.4
|
|
|
46.0
|
|
||
Leases - right of use liabilities
|
21.9
|
|
|
—
|
|
||
Deferred taxes
|
98.7
|
|
|
104.3
|
|
||
Total noncurrent liabilities
|
589.6
|
|
|
551.0
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 11)
|
—
|
|
|
—
|
|
||
SHAREHOLDERS’ EQUITY:
|
|
|
|
||||
Preferred stock (Note 7)
|
0.0
|
|
|
0.0
|
|
||
Common stock (Note 7)
|
1.0
|
|
|
1.0
|
|
||
Additional paid-in capital
|
2,524.8
|
|
|
2,523.0
|
|
||
Treasury stock, at cost
|
(86.3
|
)
|
|
(86.3
|
)
|
||
Accumulated other comprehensive loss
|
(98.0
|
)
|
|
(98.7
|
)
|
||
Accumulated deficit
|
(1,651.6
|
)
|
|
(1,576.8
|
)
|
||
Total shareholders’ equity
|
689.9
|
|
|
762.2
|
|
||
TOTAL
|
$
|
1,491.8
|
|
|
$
|
1,537.5
|
|
CENTURY ALUMINUM COMPANY
|
|||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||
(in millions)
|
|||||||
(Unaudited)
|
|||||||
|
Nine months ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income (loss)
|
$
|
(76.0
|
)
|
|
$
|
(1.2
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|||
Loss on sale of BHH
|
4.3
|
|
|
—
|
|
||
Unrealized (gain) loss on derivative instruments
|
(10.9
|
)
|
|
(1.9
|
)
|
||
Lower of cost or NRV inventory adjustment
|
15.8
|
|
|
5.9
|
|
||
Depreciation and amortization
|
63.0
|
|
|
67.5
|
|
||
Helguvik (gains)
|
—
|
|
|
(4.5
|
)
|
||
Other non-cash items - net
|
(5.9
|
)
|
|
(4.0
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
|
|||
Accounts receivable - net
|
10.7
|
|
|
(48.3
|
)
|
||
Due from affiliates
|
(0.2
|
)
|
|
(10.1
|
)
|
||
Inventories
|
5.7
|
|
|
(78.8
|
)
|
||
Prepaid and other current assets
|
3.8
|
|
|
1.8
|
|
||
Accounts payable, trade
|
(11.3
|
)
|
|
23.4
|
|
||
Due to affiliates
|
(10.3
|
)
|
|
(3.8
|
)
|
||
Accrued and other current liabilities
|
8.4
|
|
|
1.7
|
|
||
Ravenswood retiree medical settlement
|
(2.0
|
)
|
|
(2.0
|
)
|
||
Other - net
|
0.5
|
|
|
(4.7
|
)
|
||
Net cash provided by (used in) operating activities
|
(4.4
|
)
|
|
(59.0
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|||
Purchase of property, plant and equipment
|
(39.9
|
)
|
|
(49.3
|
)
|
||
Proceeds from sale of joint venture
|
10.5
|
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
(29.4
|
)
|
|
(49.3
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|||
Borrowings under term loan
|
40.0
|
|
|
—
|
|
||
Borrowings under revolving credit facilities
|
314.6
|
|
|
14.3
|
|
||
Repayments under revolving credit facilities
|
(337.5
|
)
|
|
—
|
|
||
Other short-term borrowings
|
3.4
|
|
|
—
|
|
||
Repayment on other short-term borrowings
|
(3.4
|
)
|
|
—
|
|
||
Issuance of common stock
|
0.3
|
|
|
0.2
|
|
||
Net cash provided by (used in) financing activities
|
17.4
|
|
|
14.5
|
|
||
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(16.4
|
)
|
|
(93.8
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
39.7
|
|
|
168.0
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
23.3
|
|
|
$
|
74.2
|
|
|
|
|
|
||||
Supplemental Cash Flow Information:
|
|
|
|
|
|||
Cash paid for:
|
|
|
|
|
|||
Interest
|
$
|
11.6
|
|
|
$
|
9.9
|
|
Taxes
|
0.3
|
|
|
4.6
|
|
||
Non-cash investing activities:
|
|
|
|
|
|||
Capital expenditures
|
3.9
|
|
|
6.5
|
|
CENTURY ALUMINUM COMPANY
|
||||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
|
||||||||||||||||||||||||||||
(in millions)
|
||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||
|
|
Preferred stock
|
|
Common stock
|
|
Additional paid-in capital
|
|
Treasury stock, at cost
|
|
Accumulated other comprehensive loss
|
|
Accumulated
deficit |
|
Total shareholders’ equity
|
||||||||||||||
Three Months Ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, June 30, 2019
|
|
$
|
0.0
|
|
|
$
|
1.0
|
|
|
$
|
2,524.3
|
|
|
$
|
(86.3
|
)
|
|
$
|
(98.7
|
)
|
|
$
|
(1,630.9
|
)
|
|
$
|
709.4
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.7
|
)
|
|
(20.7
|
)
|
|||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||||
Conversion of preferred stock to common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, September 30, 2019
|
|
$
|
0.0
|
|
|
$
|
1.0
|
|
|
$
|
2,524.8
|
|
|
$
|
(86.3
|
)
|
|
$
|
(98.0
|
)
|
|
$
|
(1,651.6
|
)
|
|
$
|
689.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Three Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, June 30, 2018
|
|
$
|
0.0
|
|
|
$
|
0.9
|
|
|
$
|
2,518.8
|
|
|
$
|
(86.3
|
)
|
|
$
|
(88.7
|
)
|
|
$
|
(1,491.6
|
)
|
|
$
|
853.1
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.3
|
)
|
|
(20.3
|
)
|
|||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||||
Issuance of common stock – compensation plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
0.0
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||||
Conversion of preferred stock to common stock
|
|
—
|
|
|
0.0
|
|
|
(0.0)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, September 30, 2018
|
|
$
|
0.0
|
|
|
$
|
0.9
|
|
|
$
|
2,519.5
|
|
|
$
|
(86.3
|
)
|
|
$
|
(88.7
|
)
|
|
$
|
(1,511.9
|
)
|
|
$
|
833.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Preferred stock
|
|
Common stock
|
|
Additional paid-in capital
|
|
Treasury stock, at cost
|
|
Accumulated other comprehensive loss
|
|
Accumulated
deficit |
|
Total shareholders’ equity
|
||||||||||||||
Nine months ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, December 31, 2018
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
2,523.0
|
|
|
$
|
(86.3
|
)
|
|
$
|
(98.7
|
)
|
|
$
|
(1,576.8
|
)
|
|
$
|
762.2
|
|
Impact of ASU 2018-02*
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
1.3
|
|
|
—
|
|
|||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76.0
|
)
|
|
(76.0
|
)
|
|||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
|||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Share-based compensation
|
|
—
|
|
|
0.0
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|||||||
Conversion of preferred stock to common stock
|
|
0.0
|
|
|
0.0
|
|
|
(0.0)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.0
|
|
|||||||
Balance, September 30, 2019
|
|
$
|
0.0
|
|
|
$
|
1.0
|
|
|
$
|
2,524.8
|
|
|
$
|
(86.3
|
)
|
|
$
|
(98.0
|
)
|
|
$
|
(1,651.6
|
)
|
|
$
|
689.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Nine months ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, December 31, 2017
|
|
$
|
0.0
|
|
|
$
|
0.9
|
|
|
$
|
2,517.4
|
|
|
$
|
(86.3
|
)
|
|
$
|
(91.7
|
)
|
|
$
|
(1,510.7
|
)
|
|
$
|
829.6
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(1.2
|
)
|
|||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
0.0
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|||||||
Conversion of preferred stock to common stock
|
|
0.0
|
|
|
0.0
|
|
|
(0.0)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.0
|
|
|||||||
Balance, September 30, 2018
|
|
$
|
0.0
|
|
|
$
|
0.9
|
|
|
$
|
2,519.5
|
|
|
$
|
(86.3
|
)
|
|
$
|
(88.7
|
)
|
|
$
|
(1,511.9
|
)
|
|
$
|
833.5
|
|
1.
|
General
|
2.
|
Related Party Transactions
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net sales to Glencore
|
$
|
282.3
|
|
|
$
|
305.3
|
|
|
$
|
898.7
|
|
|
$
|
884.2
|
|
Purchases from Glencore
|
43.6
|
|
|
57.2
|
|
|
249.8
|
|
|
205.6
|
|
||||
Purchases from BHH
|
2.2
|
|
|
5.9
|
|
|
16.8
|
|
|
21.4
|
|
3.
|
Revenue
|
Net Sales
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
United States
|
|
$
|
277.1
|
|
|
$
|
286.6
|
|
|
$
|
911.9
|
|
|
$
|
834.2
|
|
Iceland
|
|
160.9
|
|
|
195.2
|
|
|
489.3
|
|
|
572.1
|
|
||||
Total
|
|
$
|
438.0
|
|
|
$
|
481.8
|
|
|
$
|
1,401.2
|
|
|
$
|
1,406.3
|
|
Year
|
As of September 30, 2019
|
||
2019
|
$
|
—
|
|
2020
|
1.6
|
|
|
2021
|
0.5
|
|
|
2022
|
0.9
|
|
|
2023
|
0.2
|
|
|
Thereafter
|
38.5
|
|
|
Total
|
41.7
|
|
|
Less: Interest
|
(17.0
|
)
|
|
ROUL
|
$
|
24.7
|
|
5.
|
Fair Value Measurements
|
•
|
Level 1 Inputs - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
|
•
|
Level 2 Inputs - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
|
•
|
Level 3 Inputs - unobservable inputs for the asset or liability.
|
Recurring Fair Value Measurements
|
|
As of September 30, 2019
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
ASSETS:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
15.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.4
|
|
Trust assets (1)
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||
Surety bonds
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
||||
Derivative instruments
|
|
—
|
|
|
6.1
|
|
|
15.7
|
|
|
21.8
|
|
||||
TOTAL
|
|
$
|
17.9
|
|
|
$
|
6.1
|
|
|
$
|
15.7
|
|
|
$
|
39.7
|
|
|
|
|
|
|
|
|
|
|
||||||||
LIABILITIES:
|
|
|
|
|
|
|
|
|
||||||||
Contingent obligation – net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments
|
|
—
|
|
|
3.8
|
|
|
1.5
|
|
|
5.3
|
|
||||
TOTAL
|
|
$
|
—
|
|
|
$
|
3.8
|
|
|
$
|
1.5
|
|
|
$
|
5.3
|
|
|
|
|
|
|
|
|
|
|
Recurring Fair Value Measurements
|
|
As of December 31, 2018
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
ASSETS:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
7.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.5
|
|
Trust assets (1)
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Surety bonds
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
||||
Derivative instruments
|
|
—
|
|
|
3.2
|
|
|
5.0
|
|
|
8.2
|
|
||||
TOTAL
|
|
$
|
9.7
|
|
|
$
|
3.2
|
|
|
$
|
5.0
|
|
|
$
|
17.9
|
|
|
|
|
|
|
|
|
|
|
||||||||
LIABILITIES:
|
|
|
|
|
|
|
|
|
||||||||
Contingent obligation – net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments
|
|
—
|
|
|
2.0
|
|
|
0.5
|
|
|
2.5
|
|
||||
TOTAL
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
0.5
|
|
|
$
|
2.5
|
|
|
|
|
|
|
|
|
|
|
||||||||
(1) Trust assets are currently invested in money market funds. These trust assets are held to fund the non-qualified supplemental executive pension benefit obligations for certain of our officers.
|
Level 2 and Level 3 Fair Value Measurements:
|
||||||
Asset / Liability
|
|
Level
|
|
Valuation Techniques
|
|
Inputs
|
LME forward financial sales contracts - ST
|
|
2
|
|
Discounted cash flows
|
|
Quoted LME forward market
|
LME forward financial sales contracts - LT
|
|
3
|
|
Discounted cash flows
|
|
Quoted LME forward market, discount rate
|
MWP forward financial sales contracts
|
|
2
|
|
Discounted cash flows
|
|
Quoted MWP forward market
|
Fixed for floating swaps
|
|
2
|
|
Discounted cash flows
|
|
Quoted LME forward market, quoted MWP forward market
|
Nord Pool Power price swaps
|
|
2
|
|
Discounted cash flows
|
|
Quoted Nord Pool forward market
|
FX swaps
|
|
2
|
|
Discounted cash flows
|
|
Euro/USD forward exchange rate
|
Contingent obligation
|
|
3
|
|
Discounted cash flows
|
|
Quoted LME forward market, management’s estimates of the LME forward market prices for periods beyond the quoted periods, management’s estimates of future level of operations
|
Hawesville L4 power price swaps
|
|
3
|
|
Discounted cash flows
|
|
Quoted Indy hub forward market, management's estimates of the locational marginal prices during the terms of the contracts
|
6.
|
Earnings (Loss) Per Share
|
|
For the three months ended September 30,
|
||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||
|
Net Income (Loss)
|
|
Shares (in millions)
|
|
Per Share
|
|
Net Income (Loss)
|
|
Shares (in millions)
|
|
Per Share
|
||||||||||
Net income (loss)
|
$
|
(20.7
|
)
|
|
|
|
|
|
$
|
(20.3
|
)
|
|
|
|
|
||||||
Amount allocated to common stockholders
|
100.0
|
%
|
|
|
|
|
|
100.0
|
%
|
|
|
|
|
||||||||
Basic and diluted EPS(1)
|
$
|
(20.7
|
)
|
|
88.9
|
|
|
$
|
(0.23
|
)
|
|
$
|
(20.3
|
)
|
|
87.6
|
|
|
$
|
(0.23
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
For the nine months ended September 30,
|
||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||
|
Net Income (Loss)
|
|
Shares (in millions)
|
|
Per Share
|
|
Net Income (Loss)
|
|
Shares
(in millions)
|
|
Per Share
|
||||||||||
Net income (loss)
|
$
|
(76.0
|
)
|
|
|
|
|
|
$
|
(1.2
|
)
|
|
|
|
|
||||||
Amount allocated to common stockholders
|
100.0
|
%
|
|
|
|
|
|
100.0
|
%
|
|
|
|
|
||||||||
Basic and diluted EPS(1)
|
$
|
(76.0
|
)
|
|
88.6
|
|
|
$
|
(0.86
|
)
|
|
$
|
(1.2
|
)
|
|
87.6
|
|
|
$
|
(0.01
|
)
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||
Securities excluded from the calculation of diluted EPS (in millions)(1):
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Share-based compensation
|
0.7
|
|
|
1.3
|
|
|
0.6
|
|
|
1.4
|
|
7.
|
Shareholders’ Equity
|
|
Preferred stock
|
|
Common stock
|
|||||
Common and Preferred Stock Activity (in shares):
|
Series A convertible
|
|
Treasury
|
|
Outstanding
|
|||
Beginning balance as of December 31, 2018
|
71,967
|
|
|
7,186,521
|
|
|
88,103,440
|
|
Conversion of convertible preferred stock
|
(3,392
|
)
|
|
—
|
|
|
339,166
|
|
Issuance for share-based compensation plans
|
—
|
|
|
—
|
|
|
451,161
|
|
Ending balance as of September 30, 2019
|
68,575
|
|
|
7,186,521
|
|
|
88,893,767
|
|
|
|
|
|
|
|
|||
Beginning balance as of December 31, 2017
|
74,364
|
|
|
7,186,521
|
|
|
87,544,777
|
|
Conversion of convertible preferred stock
|
(272
|
)
|
|
—
|
|
|
27,263
|
|
Issuance for share-based compensation plans
|
—
|
|
|
—
|
|
|
36,266
|
|
Ending balance as of September 30, 2018
|
74,092
|
|
|
7,186,521
|
|
|
87,608,306
|
|
8.
|
Income Taxes
|
9.
|
Inventories
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Raw materials
|
$
|
88.4
|
|
|
$
|
100.7
|
|
Work-in-process
|
50.7
|
|
|
49.5
|
|
||
Finished goods
|
36.2
|
|
|
47.3
|
|
||
Operating and other supplies
|
147.0
|
|
|
146.3
|
|
||
Total inventories
|
$
|
322.3
|
|
|
$
|
343.8
|
|
10.
|
Debt
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Debt classified as current liabilities:
|
|
|
|
||||
Term loan - current portion(1), interest payable monthly
|
$
|
15.0
|
|
|
$
|
—
|
|
Hancock County industrial revenue bonds ("IRBs") due April 1, 2028, interest payable quarterly (variable interest rates (not to exceed 12%)) (2)
|
7.8
|
|
|
7.8
|
|
||
U.S. revolving credit facility (3)
|
0.4
|
|
|
23.3
|
|
||
Debt classified as non-current liabilities:
|
|
|
|
||||
7.5% senior secured notes due June 1, 2021, net of debt discount of $1.0 million and $1.4 million, respectively, interest payable semiannually
|
249.0
|
|
|
248.6
|
|
||
Term loan - less current portion(1), interest payable monthly
|
25.0
|
|
|
—
|
|
||
Total
|
$
|
297.2
|
|
|
$
|
279.7
|
|
Status of our U.S. revolving credit facility:
|
September 30, 2019
|
||
Credit facility maximum amount
|
$
|
175.0
|
|
Borrowing availability
|
169.7
|
|
|
Outstanding letters of credit issued
|
41.7
|
|
|
Outstanding borrowings
|
0.4
|
|
|
Borrowing availability, net of outstanding letters of credit and borrowings
|
127.6
|
|
Status of our Iceland revolving credit facility:
|
September 30, 2019
|
||
Credit facility maximum amount
|
$
|
50.0
|
|
Borrowing availability
|
50.0
|
|
|
Outstanding letters of credit issued
|
—
|
|
|
Outstanding borrowings
|
—
|
|
|
Borrowing availability, net of borrowings
|
50.0
|
|
11.
|
Commitments and Contingencies
|
12.
|
Components of Accumulated Other Comprehensive Loss
|
Components of AOCL:
|
September 30, 2019
|
|
December 31, 2018
|
||||
Defined benefit plan liabilities
|
$
|
(104.3
|
)
|
|
$
|
(107.3
|
)
|
Unrealized loss on financial instruments
|
2.3
|
|
|
2.5
|
|
||
Other comprehensive loss before income tax effect
|
(102.0
|
)
|
|
(104.8
|
)
|
||
Income tax effect (1)
|
4.0
|
|
|
6.1
|
|
||
Accumulated other comprehensive loss
|
$
|
(98.0
|
)
|
|
$
|
(98.7
|
)
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Defined benefit plan liabilities
|
$
|
4.5
|
|
|
$
|
6.6
|
|
Unrealized loss on financial instruments
|
(0.5
|
)
|
|
(0.5
|
)
|
|
Defined benefit plan and other postretirement liabilities
|
|
Unrealized gain (loss) on financial instruments
|
|
Total, net of tax
|
||||||
Balance, July 1, 2019
|
$
|
(100.7
|
)
|
|
$
|
2.0
|
|
|
$
|
(98.7
|
)
|
Net amount reclassified to net income (loss)
|
0.7
|
|
|
0.0
|
|
|
0.7
|
|
|||
Balance, September 30, 2019
|
$
|
(100.0
|
)
|
|
$
|
2.0
|
|
|
$
|
(98.0
|
)
|
|
|
|
|
|
|
||||||
Balance, July 1, 2018
|
$
|
(90.8
|
)
|
|
$
|
2.1
|
|
|
$
|
(88.7
|
)
|
Net amount reclassified to net income (loss)
|
0.1
|
|
|
0.0
|
|
|
0.1
|
|
|||
Balance, September 30, 2018
|
$
|
(90.7
|
)
|
|
$
|
2.1
|
|
|
$
|
(88.7
|
)
|
|
|
|
|
|
|
||||||
Balance, December 31, 2018
|
$
|
(100.7
|
)
|
|
$
|
2.0
|
|
|
$
|
(98.7
|
)
|
Impact of ASU 2018-02*
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
|||
Net amount reclassified to net income (loss)
|
2.1
|
|
|
(0.1
|
)
|
|
2.0
|
|
|||
Balance, September 30, 2019
|
$
|
(100.0
|
)
|
|
$
|
2.0
|
|
|
$
|
(98.0
|
)
|
|
|
|
|
|
|
||||||
Balance, January 1, 2018
|
$
|
(93.8
|
)
|
|
$
|
2.1
|
|
|
$
|
(91.7
|
)
|
Net amount reclassified to net income (loss)
|
3.2
|
|
|
(0.1
|
)
|
|
3.1
|
|
|||
Balance, September 30, 2018
|
$
|
(90.7
|
)
|
|
$
|
2.1
|
|
|
$
|
(88.7
|
)
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
AOCL Components
|
|
Location
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Defined benefit plan and other postretirement liabilities
|
|
Cost of goods sold
|
|
$
|
0.8
|
|
|
$
|
0.5
|
|
|
$
|
1.7
|
|
|
$
|
3.9
|
|
|
|
Selling, general and administrative expenses
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.9
|
)
|
|
(0.9
|
)
|
||||
|
|
Other operating expense, net
|
|
0.5
|
|
|
0.4
|
|
|
2.1
|
|
|
1.3
|
|
||||
|
|
Income tax effect
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.8
|
)
|
|
(1.1
|
)
|
||||
|
|
Net of tax
|
|
$
|
0.7
|
|
|
$
|
0.1
|
|
|
$
|
2.1
|
|
|
$
|
3.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Unrealized loss on financial instruments
|
|
Cost of goods sold
|
|
$
|
0.0
|
|
|
$
|
0.0
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
|
Income tax effect
|
|
0.0
|
|
|
0.0
|
|
|
0.0
|
|
|
0.0
|
|
||||
|
|
Net of tax
|
|
$
|
0.0
|
|
|
$
|
0.0
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
13.
|
Components of Net Periodic Benefit Cost
|
|
Pension Benefits
|
||||||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
|
$
|
1.0
|
|
|
$
|
1.1
|
|
|
$
|
2.5
|
|
|
$
|
3.2
|
|
Interest cost
|
3.3
|
|
|
3.1
|
|
|
10.0
|
|
|
9.2
|
|
||||
Expected return on plan assets
|
(4.5
|
)
|
|
(5.3
|
)
|
|
(13.7
|
)
|
|
(15.8
|
)
|
||||
Amortization of prior service costs
|
0.0
|
|
|
0.0
|
|
|
0.6
|
|
|
0.1
|
|
||||
Amortization of net loss
|
1.6
|
|
|
1.3
|
|
|
4.9
|
|
|
3.9
|
|
||||
Net periodic benefit cost
|
$
|
1.4
|
|
|
$
|
0.2
|
|
|
$
|
4.3
|
|
|
$
|
0.6
|
|
|
Other Postretirement Benefits ("OPEB")
|
||||||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
|
$
|
0.0
|
|
|
$
|
0.1
|
|
|
$
|
0.8
|
|
|
$
|
0.2
|
|
Interest cost
|
1.1
|
|
|
1.0
|
|
|
3.4
|
|
|
0.4
|
|
||||
Amortization of prior service cost
|
(1.2
|
)
|
|
(1.8
|
)
|
|
(4.3
|
)
|
|
(5.1
|
)
|
||||
Amortization of net loss
|
0.6
|
|
|
1.0
|
|
|
1.7
|
|
|
5.4
|
|
||||
Net periodic benefit cost
|
$
|
0.5
|
|
|
$
|
0.3
|
|
|
$
|
1.6
|
|
|
$
|
0.9
|
|
14.
|
Derivatives
|
|
Asset Fair Value
|
||||||
|
September 30, 2019
|
|
December 31, 2018
|
||||
Commodity contracts (1)
|
$
|
21.8
|
|
|
$
|
8.2
|
|
Foreign exchange contracts (2)
|
—
|
|
|
—
|
|
||
Total
|
$
|
21.8
|
|
|
$
|
8.2
|
|
|
|
|
|
|
Liability Fair Value
|
||||||
|
September 30, 2019
|
|
December 31, 2018
|
||||
Commodity contracts (1)
|
$
|
4.4
|
|
|
$
|
2.2
|
|
Foreign exchange contracts (2)
|
0.9
|
|
|
0.3
|
|
||
Total
|
$
|
5.3
|
|
|
$
|
2.5
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Commodity contracts(3)
|
$
|
10.6
|
|
|
$
|
1.0
|
|
|
$
|
11.2
|
|
|
$
|
3.0
|
|
Foreign exchange contracts
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.5
|
)
|
|
(0.2
|
)
|
||||
Total
|
$
|
10.3
|
|
|
$
|
0.8
|
|
|
$
|
10.7
|
|
|
$
|
2.8
|
|
15.
|
Condensed Consolidating Financial Information
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statements of Comprehensive Income (Loss)
|
|||||||||||||||||||
For the three months ended September 30, 2019
|
|||||||||||||||||||
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
NET SALES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Related parties
|
$
|
—
|
|
|
$
|
132.9
|
|
|
$
|
149.4
|
|
|
$
|
—
|
|
|
$
|
282.3
|
|
Other customers
|
—
|
|
|
144.2
|
|
|
11.5
|
|
|
—
|
|
|
155.7
|
|
|||||
Total net sales
|
—
|
|
|
277.1
|
|
|
160.9
|
|
|
—
|
|
|
438.0
|
|
|||||
Cost of goods sold
|
—
|
|
|
288.3
|
|
|
163.4
|
|
|
—
|
|
|
451.7
|
|
|||||
Gross profit (loss)
|
—
|
|
|
(11.2
|
)
|
|
(2.5
|
)
|
|
—
|
|
|
(13.7
|
)
|
|||||
Selling, general and administrative expenses
|
11.3
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
11.6
|
|
|||||
Other operating (income) expense - net
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Operating income (loss)
|
(11.3
|
)
|
|
(11.2
|
)
|
|
(2.7
|
)
|
|
—
|
|
|
(25.2
|
)
|
|||||
Interest expense - term loan
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||||
Interest expense
|
(5.1
|
)
|
|
(0.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(5.6
|
)
|
|||||
Intercompany interest
|
8.8
|
|
|
2.6
|
|
|
(11.4
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|||||
Net gain (loss) on forward and derivative contracts
|
10.2
|
|
|
0.3
|
|
|
(0.2
|
)
|
|
—
|
|
|
10.3
|
|
|||||
Other income (expense) - net
|
0.1
|
|
|
(0.1
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||||
Income (loss) before income taxes and equity in earnings of joint ventures
|
2.0
|
|
|
(8.8
|
)
|
|
(15.2
|
)
|
|
—
|
|
|
(22.0
|
)
|
|||||
Income tax benefit (expense)
|
0.7
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
1.3
|
|
|||||
Income (loss) before equity in earnings of joint ventures
|
2.7
|
|
|
(8.8
|
)
|
|
(14.6
|
)
|
|
—
|
|
|
(20.7
|
)
|
|||||
Equity in earnings (loss) of joint ventures
|
(23.4
|
)
|
|
3.4
|
|
|
(0.1
|
)
|
|
20.1
|
|
|
—
|
|
|||||
Net income (loss)
|
(20.7
|
)
|
|
(5.4
|
)
|
|
(14.7
|
)
|
|
20.1
|
|
|
(20.7
|
)
|
|||||
Other comprehensive income before income tax effect
|
1.0
|
|
|
0.8
|
|
|
0.5
|
|
|
(1.3
|
)
|
|
1.0
|
|
|||||
Income tax effect
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
Other comprehensive income
|
0.7
|
|
|
0.8
|
|
|
0.5
|
|
|
(1.3
|
)
|
|
0.7
|
|
|||||
Total comprehensive income (loss)
|
$
|
(20.0
|
)
|
|
$
|
(4.6
|
)
|
|
$
|
(14.2
|
)
|
|
$
|
18.8
|
|
|
$
|
(20.0
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statements of Comprehensive Income (Loss)
|
|||||||||||||||||||
For the three months ended September 30, 2018
|
|||||||||||||||||||
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
NET SALES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Related parties
|
$
|
—
|
|
|
$
|
110.8
|
|
|
$
|
194.5
|
|
|
$
|
—
|
|
|
$
|
305.3
|
|
Other customers
|
—
|
|
|
175.8
|
|
|
0.7
|
|
|
—
|
|
|
176.5
|
|
|||||
Total net sales
|
—
|
|
|
286.6
|
|
|
195.2
|
|
|
—
|
|
|
481.8
|
|
|||||
Cost of goods sold
|
—
|
|
|
301.5
|
|
|
192.1
|
|
|
—
|
|
|
493.6
|
|
|||||
Gross profit (loss)
|
—
|
|
|
(14.9
|
)
|
|
3.1
|
|
|
—
|
|
|
(11.8
|
)
|
|||||
Selling, general and administrative expenses
|
8.4
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
8.8
|
|
|||||
Helguvik (gains) losses
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
(4.5
|
)
|
|||||
Other operating (income) expense - net
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||||
Operating income (loss)
|
(8.4
|
)
|
|
(14.9
|
)
|
|
7.7
|
|
|
—
|
|
|
(15.6
|
)
|
|||||
Interest expense
|
(5.0
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(5.6
|
)
|
|||||
Intercompany interest
|
9.3
|
|
|
2.4
|
|
|
(11.7
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
0.1
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.4
|
|
|||||
Net gain (loss) on forward and derivative contracts
|
(0.2
|
)
|
|
0.4
|
|
|
0.6
|
|
|
—
|
|
|
0.8
|
|
|||||
Other income (expense) - net
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|||||
Income (loss) before income taxes and equity in earnings of joint ventures
|
(4.2
|
)
|
|
(12.5
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
(19.3
|
)
|
|||||
Income tax (expense) benefit
|
0.5
|
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
(1.7
|
)
|
|||||
Income (loss) before equity in earnings of joint ventures
|
(3.7
|
)
|
|
(12.5
|
)
|
|
(4.8
|
)
|
|
—
|
|
|
(21.0
|
)
|
|||||
Equity in earnings (loss) of joint ventures
|
(16.6
|
)
|
|
2.8
|
|
|
0.7
|
|
|
13.8
|
|
|
0.7
|
|
|||||
Net income (loss)
|
(20.3
|
)
|
|
(9.7
|
)
|
|
(4.1
|
)
|
|
13.8
|
|
|
(20.3
|
)
|
|||||
Other comprehensive income (loss) before income tax effect
|
0.5
|
|
|
0.5
|
|
|
0.4
|
|
|
(0.9
|
)
|
|
0.5
|
|
|||||
Income tax effect
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
Other comprehensive income
|
0.1
|
|
|
0.5
|
|
|
0.4
|
|
|
(0.9
|
)
|
|
0.1
|
|
|||||
Total comprehensive income (loss)
|
$
|
(20.2
|
)
|
|
$
|
(9.2
|
)
|
|
$
|
(3.7
|
)
|
|
$
|
12.9
|
|
|
$
|
(20.2
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statements of Comprehensive Income (Loss)
|
|||||||||||||||||||
For the nine months ended September 30, 2019
|
|||||||||||||||||||
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
NET SALES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Related parties
|
$
|
—
|
|
|
$
|
432.8
|
|
|
$
|
465.9
|
|
|
$
|
—
|
|
|
$
|
898.7
|
|
Other customers
|
—
|
|
|
479.1
|
|
|
23.4
|
|
|
—
|
|
|
502.5
|
|
|||||
Total net sales
|
—
|
|
|
911.9
|
|
|
489.3
|
|
|
—
|
|
|
1,401.2
|
|
|||||
Cost of goods sold
|
—
|
|
|
921.5
|
|
|
510.3
|
|
|
—
|
|
|
1,431.8
|
|
|||||
Gross profit (loss)
|
—
|
|
|
(9.6
|
)
|
|
(21.0
|
)
|
|
—
|
|
|
(30.6
|
)
|
|||||
Selling, general and administrative expenses
|
36.9
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
38.2
|
|
|||||
Other operating (income) expense - net
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
Operating income (loss)
|
(36.9
|
)
|
|
(9.6
|
)
|
|
(22.7
|
)
|
|
—
|
|
|
(69.2
|
)
|
|||||
Interest expense - term loan
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|||||
Interest expense
|
(15.9
|
)
|
|
(1.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(17.3
|
)
|
|||||
Intercompany interest
|
26.2
|
|
|
7.6
|
|
|
(33.8
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
0.2
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.6
|
|
|||||
Net gain (loss) on forward and derivative contracts
|
10.3
|
|
|
1.0
|
|
|
(0.6
|
)
|
|
—
|
|
|
10.7
|
|
|||||
Other income (expense) - net
|
0.9
|
|
|
(2.0
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||||
Income (loss) before income taxes and equity in earnings of joint ventures
|
(16.5
|
)
|
|
(4.2
|
)
|
|
(57.4
|
)
|
|
—
|
|
|
(78.1
|
)
|
|||||
Income tax benefit (expense)
|
1.6
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
5.7
|
|
|||||
Income (loss) before equity in earnings of joint ventures
|
(14.9
|
)
|
|
(4.2
|
)
|
|
(53.3
|
)
|
|
—
|
|
|
(72.4
|
)
|
|||||
Loss on sale of BHH
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
|
(4.3
|
)
|
|||||
Equity in earnings (loss) of joint ventures
|
(61.1
|
)
|
|
3.1
|
|
|
0.7
|
|
|
58.0
|
|
|
0.7
|
|
|||||
Net income (loss)
|
(76.0
|
)
|
|
(1.1
|
)
|
|
(56.9
|
)
|
|
58.0
|
|
|
(76.0
|
)
|
|||||
Other comprehensive income (loss) before income tax effect
|
2.8
|
|
|
1.6
|
|
|
2.0
|
|
|
(3.6
|
)
|
|
2.8
|
|
|||||
Income tax effect
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||||
Other comprehensive income
|
2.0
|
|
|
1.6
|
|
|
2.0
|
|
|
(3.6
|
)
|
|
2.0
|
|
|||||
Total comprehensive income (loss)
|
$
|
(74.0
|
)
|
|
$
|
0.5
|
|
|
$
|
(54.9
|
)
|
|
$
|
54.4
|
|
|
$
|
(74.0
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statements of Comprehensive Income (Loss)
|
|||||||||||||||||||
For the nine months ended September 30, 2018
|
|||||||||||||||||||
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
NET SALES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Related parties
|
$
|
—
|
|
|
$
|
315.1
|
|
|
$
|
569.1
|
|
|
$
|
—
|
|
|
$
|
884.2
|
|
Other customers
|
—
|
|
|
519.1
|
|
|
3.0
|
|
|
—
|
|
|
522.1
|
|
|||||
Total net sales
|
—
|
|
|
834.2
|
|
|
572.1
|
|
|
—
|
|
|
1,406.3
|
|
|||||
Cost of goods sold
|
—
|
|
|
821.1
|
|
|
548.8
|
|
|
—
|
|
|
1,369.9
|
|
|||||
Gross profit
|
—
|
|
|
13.1
|
|
|
23.3
|
|
|
—
|
|
|
36.4
|
|
|||||
Selling, general and administrative expenses
|
29.8
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
31.5
|
|
|||||
Helguvik (gains) losses
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
(4.5
|
)
|
|||||
Other operating expense - net
|
—
|
|
|
—
|
|
|
0.0
|
|
|
—
|
|
|
0.0
|
|
|||||
Operating income (loss)
|
(29.8
|
)
|
|
13.1
|
|
|
26.1
|
|
|
—
|
|
|
9.4
|
|
|||||
Interest expense
|
(15.4
|
)
|
|
(1.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(16.7
|
)
|
|||||
Intercompany interest
|
27.4
|
|
|
7.0
|
|
|
(34.4
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
0.3
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.3
|
|
|||||
Net gain (loss) on forward and derivative contracts
|
(0.2
|
)
|
|
1.1
|
|
|
1.9
|
|
|
—
|
|
|
2.8
|
|
|||||
Other income (expense) - net
|
0.6
|
|
|
(0.2
|
)
|
|
1.4
|
|
|
—
|
|
|
1.8
|
|
|||||
Income (loss) before income taxes and equity in earnings of joint ventures
|
(17.1
|
)
|
|
19.8
|
|
|
(4.1
|
)
|
|
—
|
|
|
(1.4
|
)
|
|||||
Income tax benefit expense
|
0.7
|
|
|
—
|
|
|
(3.7
|
)
|
|
—
|
|
|
(3.0
|
)
|
|||||
Income (loss) before equity in earnings of joint ventures
|
(16.4
|
)
|
|
19.8
|
|
|
(7.8
|
)
|
|
—
|
|
|
(4.4
|
)
|
|||||
Equity in earnings (loss) of joint ventures
|
15.2
|
|
|
(0.3
|
)
|
|
3.2
|
|
|
(14.9
|
)
|
|
3.2
|
|
|||||
Net income (loss)
|
(1.2
|
)
|
|
19.5
|
|
|
(4.6
|
)
|
|
(14.9
|
)
|
|
(1.2
|
)
|
|||||
Other comprehensive income (loss) before income tax effect
|
4.2
|
|
|
3.9
|
|
|
1.2
|
|
|
(5.1
|
)
|
|
4.2
|
|
|||||
Income tax effect
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||||
Other comprehensive income
|
3.1
|
|
|
3.9
|
|
|
1.2
|
|
|
(5.1
|
)
|
|
3.1
|
|
|||||
Total comprehensive income (loss)
|
$
|
1.9
|
|
|
$
|
23.4
|
|
|
$
|
(3.4
|
)
|
|
$
|
(20.0
|
)
|
|
$
|
1.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||
As of September 30, 2019
|
|||||||||||||||||||
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
Cash & cash equivalents
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
21.0
|
|
|
$
|
—
|
|
|
$
|
22.5
|
|
Restricted cash
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
Accounts receivable - net
|
—
|
|
|
70.6
|
|
|
11.3
|
|
|
—
|
|
|
81.9
|
|
|||||
Due from affiliates
|
—
|
|
|
22.9
|
|
|
0.4
|
|
|
—
|
|
|
23.3
|
|
|||||
Inventories
|
—
|
|
|
199.0
|
|
|
123.3
|
|
|
—
|
|
|
322.3
|
|
|||||
Prepaid and other current assets
|
12.3
|
|
|
0.9
|
|
|
10.1
|
|
|
—
|
|
|
23.3
|
|
|||||
Total current assets
|
13.8
|
|
|
294.2
|
|
|
166.1
|
|
|
—
|
|
|
474.1
|
|
|||||
Property, plant and equipment - net
|
18.1
|
|
|
326.2
|
|
|
605.8
|
|
|
—
|
|
|
950.1
|
|
|||||
Investment in subsidiaries
|
625.1
|
|
|
57.7
|
|
|
—
|
|
|
(682.8
|
)
|
|
—
|
|
|||||
Leases - right of use assets
|
5.9
|
|
|
1.4
|
|
|
16.9
|
|
|
—
|
|
|
24.2
|
|
|||||
Due from affiliates - long term
|
742.2
|
|
|
526.6
|
|
|
5.3
|
|
|
(1,272.7
|
)
|
|
1.4
|
|
|||||
Other assets
|
35.4
|
|
|
4.2
|
|
|
2.4
|
|
|
—
|
|
|
42.0
|
|
|||||
TOTAL
|
$
|
1,440.5
|
|
|
$
|
1,210.3
|
|
|
$
|
796.5
|
|
|
$
|
(1,955.5
|
)
|
|
$
|
1,491.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, trade
|
$
|
2.9
|
|
|
$
|
86.3
|
|
|
$
|
22.8
|
|
|
$
|
—
|
|
|
$
|
112.0
|
|
Due to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Accrued and other current liabilities
|
26.7
|
|
|
25.1
|
|
|
14.3
|
|
|
—
|
|
|
66.1
|
|
|||||
Accrued employee benefits costs
|
1.9
|
|
|
8.3
|
|
|
0.8
|
|
|
—
|
|
|
11.0
|
|
|||||
Term loan - current
|
15.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.0
|
|
|||||
Revolving credit facility
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|||||
Industrial revenue bonds
|
—
|
|
|
7.8
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
|||||
Total current liabilities
|
46.9
|
|
|
127.5
|
|
|
37.9
|
|
|
—
|
|
|
212.3
|
|
|||||
Senior notes payable
|
249.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
249.0
|
|
|||||
Term loan - less current portion
|
25.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.0
|
|
|||||
Accrued pension benefits costs - less current portion
|
22.3
|
|
|
20.7
|
|
|
5.4
|
|
|
—
|
|
|
48.4
|
|
|||||
Accrued postretirement benefits costs - less current portion
|
1.0
|
|
|
98.6
|
|
|
1.6
|
|
|
—
|
|
|
101.2
|
|
|||||
Due to affiliates - long term
|
395.2
|
|
|
295.4
|
|
|
582.1
|
|
|
(1,272.7
|
)
|
|
—
|
|
|||||
Other liabilities
|
5.9
|
|
|
22.0
|
|
|
17.5
|
|
|
—
|
|
|
45.4
|
|
|||||
Leases - right of use liabilities
|
5.6
|
|
|
0.2
|
|
|
16.1
|
|
|
—
|
|
|
21.9
|
|
|||||
Deferred taxes
|
(0.3
|
)
|
|
1.8
|
|
|
97.2
|
|
|
—
|
|
|
98.7
|
|
|||||
Total noncurrent liabilities
|
703.7
|
|
|
438.7
|
|
|
719.9
|
|
|
(1,272.7
|
)
|
|
589.6
|
|
|||||
Preferred stock
|
0.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.0
|
|
|||||
Common stock
|
1.0
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
1.0
|
|
|||||
Other shareholders' equity
|
688.9
|
|
|
644.1
|
|
|
38.6
|
|
|
(682.7
|
)
|
|
688.9
|
|
|||||
Total shareholders' equity
|
689.9
|
|
|
644.1
|
|
|
38.7
|
|
|
(682.8
|
)
|
|
689.9
|
|
|||||
TOTAL
|
$
|
1,440.5
|
|
|
$
|
1,210.3
|
|
|
$
|
796.5
|
|
|
$
|
(1,955.5
|
)
|
|
$
|
1,491.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Balance Sheet
|
|||||||||||||||||||
As of December 31, 2018
|
|||||||||||||||||||
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
Cash & cash equivalents
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
38.8
|
|
|
$
|
—
|
|
|
$
|
38.9
|
|
Restricted cash
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
Accounts receivable - net
|
0.5
|
|
|
81.8
|
|
|
0.2
|
|
|
—
|
|
|
82.5
|
|
|||||
Due from affiliates
|
—
|
|
|
13.1
|
|
|
9.6
|
|
|
—
|
|
|
22.7
|
|
|||||
Inventories
|
—
|
|
|
210.7
|
|
|
133.1
|
|
|
—
|
|
|
343.8
|
|
|||||
Prepaid and other current assets
|
6.4
|
|
|
3.4
|
|
|
8.2
|
|
|
—
|
|
|
18.0
|
|
|||||
Total current assets
|
7.0
|
|
|
309.8
|
|
|
189.9
|
|
|
—
|
|
|
506.7
|
|
|||||
Property, plant and equipment - net
|
20.6
|
|
|
320.7
|
|
|
626.0
|
|
|
—
|
|
|
967.3
|
|
|||||
Investment in subsidiaries
|
668.3
|
|
|
54.5
|
|
|
—
|
|
|
(722.8
|
)
|
|
—
|
|
|||||
Due from affiliates - long term
|
751.7
|
|
|
517.6
|
|
|
7.2
|
|
|
(1,276.5
|
)
|
|
—
|
|
|||||
Other assets
|
29.8
|
|
|
2.1
|
|
|
31.6
|
|
|
—
|
|
|
63.5
|
|
|||||
TOTAL
|
$
|
1,477.4
|
|
|
$
|
1,204.7
|
|
|
$
|
854.7
|
|
|
$
|
(1,999.3
|
)
|
|
$
|
1,537.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, trade
|
$
|
3.7
|
|
|
$
|
84.1
|
|
|
$
|
31.6
|
|
|
$
|
—
|
|
|
$
|
119.4
|
|
Due to affiliates
|
—
|
|
|
—
|
|
|
10.3
|
|
|
—
|
|
|
10.3
|
|
|||||
Accrued and other current liabilities
|
15.8
|
|
|
22.8
|
|
|
13.9
|
|
|
—
|
|
|
52.5
|
|
|||||
Accrued employee benefits costs
|
1.9
|
|
|
8.3
|
|
|
0.8
|
|
|
—
|
|
|
11.0
|
|
|||||
Revolving credit facility
|
23.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.3
|
|
|||||
Industrial revenue bonds
|
—
|
|
|
7.8
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
|||||
Total current liabilities
|
44.7
|
|
|
123.0
|
|
|
56.6
|
|
|
—
|
|
|
224.3
|
|
|||||
Senior notes payable
|
248.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248.6
|
|
|||||
Accrued pension benefits costs - less current portion
|
23.2
|
|
|
20.7
|
|
|
7.0
|
|
|
—
|
|
|
50.9
|
|
|||||
Accrued postretirement benefits costs - less current portion
|
0.7
|
|
|
98.9
|
|
|
1.6
|
|
|
—
|
|
|
101.2
|
|
|||||
Other liabilities
|
2.8
|
|
|
23.5
|
|
|
19.7
|
|
|
—
|
|
|
46.0
|
|
|||||
Due to affiliates - long term
|
395.4
|
|
|
307.6
|
|
|
573.5
|
|
|
(1,276.5
|
)
|
|
—
|
|
|||||
Deferred taxes
|
(0.2
|
)
|
|
1.8
|
|
|
102.7
|
|
|
—
|
|
|
104.3
|
|
|||||
Total noncurrent liabilities
|
670.5
|
|
|
452.5
|
|
|
704.5
|
|
|
(1,276.5
|
)
|
|
551.0
|
|
|||||
Preferred stock
|
0.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.0
|
|
|||||
Common stock
|
1.0
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
1.0
|
|
|||||
Other shareholders' equity
|
761.2
|
|
|
629.2
|
|
|
93.5
|
|
|
(722.7
|
)
|
|
761.2
|
|
|||||
Total shareholders' equity
|
762.2
|
|
|
629.2
|
|
|
93.6
|
|
|
(722.8
|
)
|
|
762.2
|
|
|||||
TOTAL
|
$
|
1,477.4
|
|
|
$
|
1,204.7
|
|
|
$
|
854.7
|
|
|
$
|
(1,999.3
|
)
|
|
$
|
1,537.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||
For the nine months ended September 30, 2019
|
|||||||||||||||||||
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(57.1
|
)
|
|
$
|
45.0
|
|
|
$
|
7.7
|
|
|
$
|
—
|
|
|
$
|
(4.4
|
)
|
Purchase of property, plant and equipment
|
(0.6
|
)
|
|
(26.4
|
)
|
|
(12.9
|
)
|
|
—
|
|
|
(39.9
|
)
|
|||||
Proceeds from sale of joint venture
|
—
|
|
|
—
|
|
|
10.5
|
|
|
—
|
|
|
10.5
|
|
|||||
Intercompany transactions
|
(9.3
|
)
|
|
(52.6
|
)
|
|
2.0
|
|
|
59.9
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
(9.9
|
)
|
|
(79.0
|
)
|
|
(0.4
|
)
|
|
59.9
|
|
|
(29.4
|
)
|
|||||
Borrowings under term loan
|
40.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.0
|
|
|||||
Borrowings under revolving credit facilities
|
295.1
|
|
|
—
|
|
|
19.5
|
|
|
—
|
|
|
314.6
|
|
|||||
Repayments under revolving credit facilities
|
(318.0
|
)
|
|
—
|
|
|
(19.5
|
)
|
|
—
|
|
|
(337.5
|
)
|
|||||
Other short term borrowings
|
3.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|||||
Repayment on other short term borrowings
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|||||
Issuance of common stock
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Intercompany transactions
|
51.0
|
|
|
34.0
|
|
|
(25.1
|
)
|
|
(59.9
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
68.4
|
|
|
34.0
|
|
|
(25.1
|
)
|
|
(59.9
|
)
|
|
17.4
|
|
|||||
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
1.4
|
|
|
—
|
|
|
(17.8
|
)
|
|
—
|
|
|
(16.4
|
)
|
|||||
Cash, cash equivalents and restricted cash, beginning of period
|
0.1
|
|
|
0.8
|
|
|
38.8
|
|
|
—
|
|
|
39.7
|
|
|||||
Cash, cash equivalents and restricted cash, end of period
|
$
|
1.5
|
|
|
$
|
0.8
|
|
|
$
|
21.0
|
|
|
$
|
—
|
|
|
$
|
23.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||
For the nine months ended September 30, 2018
|
|||||||||||||||||||
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(51.2
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(7.3
|
)
|
|
$
|
—
|
|
|
$
|
(59.0
|
)
|
Purchase of property, plant and equipment
|
(4.0
|
)
|
|
(38.9
|
)
|
|
(6.4
|
)
|
|
—
|
|
|
(49.3
|
)
|
|||||
Intercompany transactions
|
39.5
|
|
|
40.9
|
|
|
(0.4
|
)
|
|
(80.0
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
35.5
|
|
|
2.0
|
|
|
(6.8
|
)
|
|
(80.0
|
)
|
|
(49.3
|
)
|
|||||
Borrowings under revolving credit facilities
|
14.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.3
|
|
|||||
Issuance of common stock
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
Intercompany transactions
|
(37.1
|
)
|
|
(1.7
|
)
|
|
(41.2
|
)
|
|
80.0
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
(22.6
|
)
|
|
(1.7
|
)
|
|
(41.2
|
)
|
|
80.0
|
|
|
14.5
|
|
|||||
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(38.3
|
)
|
|
(0.2
|
)
|
|
(55.3
|
)
|
|
—
|
|
|
(93.8
|
)
|
|||||
Cash, cash equivalents and restricted cash, beginning of period
|
64.3
|
|
|
0.7
|
|
|
103.0
|
|
|
—
|
|
|
168.0
|
|
|||||
Cash, cash equivalents and restricted cash, end of period
|
$
|
26.0
|
|
|
$
|
0.5
|
|
|
$
|
47.7
|
|
|
$
|
—
|
|
|
$
|
74.2
|
|
•
|
The future financial and operating performance of the Company and its subsidiaries, including financial and operating estimates or projections from the restart of curtailed capacity, as a result of future raw material costs or otherwise;
|
•
|
Our assessment of the aluminum market and aluminum prices (including premiums);
|
•
|
Our assessment of alumina pricing and costs associated with our other key raw materials, including power;
|
•
|
Our ability to successfully manage market risk and to control or reduce costs;
|
•
|
Our plans and expectations with respect to future operations, including any plans and expectations to curtail or restart production;
|
•
|
Our plans and ability to bring our Hawesville smelter back to full production and expectations as to the costs and benefits associated with this project, including expected incremental production or EBITDA as well as benefits from investments in new technology and other production improvements;
|
•
|
Our ability to successfully obtain long-term competitive power arrangements for our operations, including at Mt. Holly;
|
•
|
Our assessment of global and local financial and economic conditions;
|
•
|
The impact of any Section 232 relief, including tariffs or other trade remedies, the extent to which any such remedies may be changed, including through exclusions or exemptions, and the duration of any trade remedy;
|
•
|
The impact of any new or changed law, regulation, including, without limitation, sanctions or other similar remedies or restrictions;
|
•
|
Our anticipated tax liabilities, benefits or refunds including the realization of U.S. and certain foreign deferred tax assets and liabilities;
|
•
|
Our expectations with respect to the future impact and benefits from the sale of our 40% interest in BHH;
|
•
|
Our ability to access existing or future financing arrangements and the terms of any such future financing arrangements;
|
•
|
Our ability to repay or refinance debt in the future;
|
•
|
Our ability to recover losses from our insurance;
|
•
|
Estimates of our pension and other postretirement liabilities, legal and environmental liabilities and other contingent liabilities;
|
•
|
Negotiations with labor unions; and
|
•
|
Our future business objectives, plans, strategies and initiatives, including our competitive position and prospects.
|
•
|
the price of primary aluminum, which is based on the London Metal Exchange ("LME") and other exchanges, plus any regional premiums and value-added product premiums;
|
•
|
the cost of goods sold, the principal components of which are electrical power, alumina, carbon products and labor, which in aggregate represent more than 75% of our cost of goods sold; and
|
•
|
our production and shipment volume.
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
NET SALES:
|
|
|
|
|
|
|
|
||||||||
Related parties
|
$
|
282.3
|
|
|
$
|
305.3
|
|
|
$
|
898.7
|
|
|
$
|
884.2
|
|
Other customers
|
155.7
|
|
|
176.5
|
|
|
502.5
|
|
|
522.1
|
|
||||
Total net sales
|
438.0
|
|
|
481.8
|
|
|
1,401.2
|
|
|
1,406.3
|
|
||||
Gross profit (loss)
|
(13.7
|
)
|
|
(11.8
|
)
|
|
(30.6
|
)
|
|
36.4
|
|
||||
Net income (loss)
|
(20.7
|
)
|
|
(20.3
|
)
|
|
(76.0
|
)
|
|
(1.2
|
)
|
||||
EARNINGS (LOSS) PER COMMON SHARE:
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted
|
$
|
(0.23
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.86
|
)
|
|
$
|
(0.01
|
)
|
SHIPMENTS - PRIMARY ALUMINUM(1)
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
|
United States
|
|
Iceland
|
|
Total
|
|||||||||||||||
|
Tonnes
|
|
Net Sales (in millions)
|
|
Tonnes
|
|
Net Sales (in millions)
|
|
Tonnes
|
|
Net Sales (in millions)
|
|||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
3rd Quarter
|
119,916
|
|
|
$
|
272.0
|
|
|
78,627
|
|
|
$
|
152.1
|
|
|
198,543
|
|
|
$
|
424.1
|
|
2nd Quarter
|
125,154
|
|
|
$
|
295.0
|
|
|
78,226
|
|
|
$
|
157.7
|
|
|
203,380
|
|
|
$
|
452.7
|
|
1st Quarter
|
130,043
|
|
|
$
|
313.3
|
|
|
76,408
|
|
|
$
|
159.3
|
|
|
206,451
|
|
|
$
|
472.6
|
|
Total
|
375,113
|
|
|
$
|
880.3
|
|
|
233,261
|
|
|
$
|
469.1
|
|
|
608,374
|
|
|
$
|
1,349.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
3rd Quarter
|
103,103
|
|
|
$
|
283.3
|
|
|
79,823
|
|
|
$
|
194.5
|
|
|
182,926
|
|
|
$
|
477.8
|
|
2nd Quarter
|
100,458
|
|
|
$
|
279.4
|
|
|
79,762
|
|
|
$
|
189.1
|
|
|
180,220
|
|
|
$
|
468.6
|
|
1st Quarter
|
107,145
|
|
|
$
|
266.4
|
|
|
80,093
|
|
|
$
|
185.6
|
|
|
187,238
|
|
|
$
|
451.9
|
|
Total
|
310,706
|
|
|
$
|
829.1
|
|
|
239,678
|
|
|
$
|
569.2
|
|
|
550,384
|
|
|
$
|
1,398.3
|
|
Net sales (in millions)
|
2019
|
|
2018
|
||||
Three months ended September 30,
|
$
|
438.0
|
|
|
$
|
481.8
|
|
Nine months ended September 30,
|
$
|
1,401.2
|
|
|
$
|
1,406.3
|
|
Gross profit (loss) (in millions)
|
2019
|
|
2018
|
||||
Three months ended September 30,
|
$
|
(13.7
|
)
|
|
$
|
(11.8
|
)
|
Nine months ended September 30,
|
$
|
(30.6
|
)
|
|
$
|
36.4
|
|
Selling, general and administrative expenses (in millions)
|
2019
|
|
2018
|
||||
Three months ended September 30,
|
$
|
11.6
|
|
|
$
|
8.8
|
|
Nine months ended September 30,
|
$
|
38.2
|
|
|
$
|
31.5
|
|
Net gain (loss) on forward and derivative contracts (in millions)
|
2019
|
|
2018
|
||||
Three months ended September 30,
|
$
|
10.3
|
|
|
$
|
0.8
|
|
Nine months ended September 30,
|
$
|
10.7
|
|
|
$
|
2.8
|
|
Income tax benefit (expense) (in millions)
|
2019
|
|
2018
|
||||
Three months ended September 30,
|
$
|
1.3
|
|
|
$
|
(1.7
|
)
|
Nine months ended September 30,
|
$
|
5.7
|
|
|
$
|
(3.0
|
)
|
|
Nine months ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Net cash provided by (used in) operating activities
|
$
|
(4.4
|
)
|
|
$
|
(59.0
|
)
|
Net cash provided by (used in) investing activities
|
(29.4
|
)
|
|
(49.3
|
)
|
||
Net cash provided by (used in) financing activities
|
17.4
|
|
|
14.5
|
|
||
Change in cash, cash equivalents and restricted cash
|
$
|
(16.4
|
)
|
|
$
|
(93.8
|
)
|
|
Hawesville
|
|
Sebree
|
|
Mt. Holly
|
|
Grundartangi
|
|
Total
|
||||||||||
Expected average load (in megawatts ("MW"))
|
482
|
|
|
385
|
|
|
400
|
|
|
537
|
|
|
1,804
|
|
|||||
Quarterly estimated electrical power usage (in megawatt hours ("MWh"))
|
1,055,580
|
|
|
843,150
|
|
|
876,000
|
|
|
1,176,030
|
|
|
3,950,760
|
|
|||||
Quarterly cost impact of an increase or decrease of $1 per MWh (in millions)
|
$
|
1.1
|
|
|
$
|
0.8
|
|
|
$
|
0.9
|
|
|
$
|
1.2
|
|
|
$
|
4.0
|
|
Annual expected electrical power usage (in MWh)
|
4,222,320
|
|
|
3,372,600
|
|
|
3,504,000
|
|
|
4,704,120
|
|
|
15,803,040
|
|
|||||
Annual cost impact of an increase or decrease of $1 per MWh (in millions)
|
$
|
4.2
|
|
|
$
|
3.4
|
|
|
$
|
3.5
|
|
|
$
|
4.7
|
|
|
$
|
15.8
|
|
|
Asset Fair Value
|
|
Fair Value with 10% Adverse Price Change
|
||||
Commodity contracts (1)
|
$
|
21.8
|
|
|
$
|
6.4
|
|
Foreign exchange contracts (2)
|
—
|
|
|
—
|
|
||
Total
|
$
|
21.8
|
|
|
$
|
6.4
|
|
|
Liability Fair Value
|
|
Fair Value with 10% Adverse Price Change
|
||||
Commodity contracts (1)
|
$
|
4.4
|
|
|
$
|
14.2
|
|
Foreign exchange contracts (2)
|
0.9
|
|
|
1.5
|
|
||
Total
|
$
|
5.3
|
|
|
$
|
15.7
|
|
Exhibit Number
|
Description of Exhibit
|
Incorporated by Reference
|
Filed Herewith
|
||
Form
|
File No.
|
Filing Date
|
|||
10.1
|
|
|
|
X
|
|
31.1
|
|
|
|
X
|
|
31.2
|
|
|
|
X
|
|
32.1
|
|
|
|
X
|
|
32.2
|
|
|
|
X
|
|
101.INS
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema
|
|
|
|
X
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
X
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
X
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase
|
|
|
|
X
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
X
|
|
|
|
|
Century Aluminum Company
|
|
|
|
|
|
Date:
|
November 8, 2019
|
|
By:
|
/s/ CRAIG CONTI
|
|
|
|
|
Craig Conti
|
|
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
Date:
|
November 8, 2019
|
|
By:
|
/s/ ELISABETH INDRIANI
|
|
|
|
|
Elisabeth Indriani
|
|
|
|
|
Global Controller
(Principal Accounting Officer)
|
On behalf of the Borrower
|
|
|
On behalf of the Bank
|
|
/s/Kristinn Bjarnason
|
|
|
/s/Árni Pór Porbjörnsson
|
|
|
|
|
/s/Davíđ Björnsson
|
|
|
|
|
s/Einar Kristján Jónsson
|
|
|
|
|
|
|
Witnesses to the correct date and signature:
|
|
|
|
|
/s/Helga Jóna Hannesdóttir
|
130171-5409
|
|
/s/Guđmunda Ósk Kristjánsdóttir
|
020976-3149
|
Name
|
Id. No.
|
|
Name
|
Id. No.
|
|
|
|
|
|
|
|
|
|
|
1)
|
I have reviewed this quarterly report on Form 10-Q of Century Aluminum Company;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5)
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 8, 2019
|
|
|
|
/s/ MICHAEL A. BLESS
|
|
|
Name: Michael A. Bless
|
|
|
Title: President and Chief Executive Officer
(Principal Executive Officer)
|
1)
|
I have reviewed this quarterly report on Form 10-Q of Century Aluminum Company;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5)
|
The registrant's other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 8, 2019
|
|
|
|
|
/s/ CRAIG CONTI
|
|
|
|
Name: Craig Conti
|
|
|
|
Title: Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
1.
|
This Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ MICHAEL A. BLESS
|
|
By:
|
Michael A. Bless
|
|
Title:
|
President and Chief Executive Officer (Principal Executive Officer)
|
|
Date:
|
November 8, 2019
|
|
1.
|
This Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ CRAIG CONTI
|
|
By:
|
Craig Conti
|
|
Title:
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
Date:
|
November 8, 2019
|
|