|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
52-2107911
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|
o
|
|
Accelerated filer
|
o
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Non-accelerated filer
|
o
|
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Smaller reporting company
|
ý
|
|
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Page
|
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PART I – FINANCIAL INFORMATION
|
|
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||
|
||
|
||
|
||
|
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||
|
||
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PART II – OTHER INFORMATION
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
225.0
|
|
|
$
|
218.8
|
|
Accounts receivable, net
|
20.0
|
|
|
58.9
|
|
||
Inventories
|
419.2
|
|
|
462.2
|
|
||
Deferred costs associated with deferred revenue
|
72.9
|
|
|
82.9
|
|
||
Other current assets
|
18.5
|
|
|
19.6
|
|
||
Total current assets
|
755.6
|
|
|
842.4
|
|
||
Property, plant and equipment, net
|
3.4
|
|
|
3.5
|
|
||
Deferred taxes
|
20.3
|
|
|
26.0
|
|
||
Deposits for surety bonds
|
31.1
|
|
|
34.8
|
|
||
Intangible assets
|
115.2
|
|
|
119.2
|
|
||
Excess reorganization value
|
137.2
|
|
|
137.2
|
|
||
Other long-term assets
|
22.2
|
|
|
20.6
|
|
||
Total Assets
|
$
|
1,085.0
|
|
|
$
|
1,183.7
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
43.2
|
|
|
$
|
50.5
|
|
Payables under SWU purchase agreements
|
—
|
|
|
140.1
|
|
||
Deferred taxes
|
20.3
|
|
|
26.0
|
|
||
Inventories owed to customers and suppliers
|
240.0
|
|
|
158.9
|
|
||
Deferred revenue
|
89.0
|
|
|
100.9
|
|
||
Total current liabilities
|
392.5
|
|
|
476.4
|
|
||
Long-term debt
|
244.0
|
|
|
240.4
|
|
||
Postretirement health and life benefit obligations
|
212.8
|
|
|
211.4
|
|
||
Pension benefit liabilities
|
177.3
|
|
|
179.3
|
|
||
Other long-term liabilities
|
52.2
|
|
|
54.6
|
|
||
Total Liabilities
|
1,078.8
|
|
|
1,162.1
|
|
||
Commitments and Contingencies (Note 13)
|
|
|
|
|
|
||
Stockholders’ Equity
|
6.2
|
|
|
21.6
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
1,085.0
|
|
|
$
|
1,183.7
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
Three Months
Ended
March 31, 2015
|
|
|
Three Months
Ended
March 31, 2014
|
||||
Revenue:
|
|
|
|
|
||||
Separative work units
|
$
|
103.6
|
|
|
|
$
|
145.6
|
|
Uranium
|
43.2
|
|
|
|
—
|
|
||
Contract services
|
21.0
|
|
|
|
3.0
|
|
||
Total Revenue
|
167.8
|
|
|
|
148.6
|
|
||
Cost of Sales:
|
|
|
|
|
||||
Separative work units and uranium
|
139.6
|
|
|
|
165.3
|
|
||
Contract services
|
21.3
|
|
|
|
4.2
|
|
||
Total Cost of Sales
|
160.9
|
|
|
|
169.5
|
|
||
Gross profit (loss)
|
6.9
|
|
|
|
(20.9
|
)
|
||
Advanced technology costs
|
1.8
|
|
|
|
33.3
|
|
||
Selling, general and administrative
|
12.3
|
|
|
|
11.7
|
|
||
Amortization of intangible assets
|
4.0
|
|
|
|
—
|
|
||
Special charges (credit) for workforce reductions
|
0.6
|
|
|
|
(0.5
|
)
|
||
Other (income)
|
(0.8
|
)
|
|
|
(26.2
|
)
|
||
Operating (loss)
|
(11.0
|
)
|
|
|
(39.2
|
)
|
||
Interest expense
|
4.9
|
|
|
|
4.6
|
|
||
Interest (income)
|
(0.2
|
)
|
|
|
(0.4
|
)
|
||
Reorganization items, net
|
—
|
|
|
|
8.4
|
|
||
(Loss) before income taxes
|
(15.7
|
)
|
|
|
(51.8
|
)
|
||
Provision (benefit) for income taxes
|
(0.3
|
)
|
|
|
(1.0
|
)
|
||
Net (loss)
|
$
|
(15.4
|
)
|
|
|
$
|
(50.8
|
)
|
|
|
|
|
|
||||
Net (loss) per share - basic and diluted
|
$
|
(1.71
|
)
|
|
|
$
|
(10.37
|
)
|
Weighted-average number of shares outstanding - basic and diluted
|
9.0
|
|
|
|
4.9
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
Three Months
Ended
March 31, 2015
|
|
|
Three Months
Ended
March 31, 2014
|
||||
Net (loss)
|
$
|
(15.4
|
)
|
|
|
$
|
(50.8
|
)
|
Other comprehensive income (loss), before tax (Note 14):
|
|
|
|
|
||||
Amortization of actuarial (gains) losses, net
|
—
|
|
|
|
0.3
|
|
||
Amortization of prior service costs (credits)
|
(0.1
|
)
|
|
|
(0.1
|
)
|
||
Other comprehensive income (loss), before tax
|
(0.1
|
)
|
|
|
0.2
|
|
||
Income tax expense related to items of other comprehensive income
|
—
|
|
|
|
(0.1
|
)
|
||
Other comprehensive income (loss), net of tax
|
(0.1
|
)
|
|
|
0.1
|
|
||
Comprehensive (loss)
|
$
|
(15.5
|
)
|
|
|
$
|
(50.7
|
)
|
|
Successor
|
|
|
Predecessor
|
||||
|
Three Months
Ended
March 31, 2015
|
|
|
Three Months
Ended
March 31, 2014
|
||||
Cash Flows from Operating Activities
|
|
|
|
|
||||
Net (loss)
|
$
|
(15.4
|
)
|
|
|
$
|
(50.8
|
)
|
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
4.2
|
|
|
|
2.8
|
|
||
Interest on paid-in-kind toggle notes
|
1.8
|
|
|
|
—
|
|
||
Gain on sales of assets
|
(0.8
|
)
|
|
|
—
|
|
||
Non-cash reorganization items
|
—
|
|
|
|
1.6
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable – decrease
|
37.2
|
|
|
|
125.0
|
|
||
Inventories, net – decrease
|
124.1
|
|
|
|
53.6
|
|
||
Payables under SWU purchase agreements – (decrease)
|
(140.1
|
)
|
|
|
(340.7
|
)
|
||
Deferred revenue, net of deferred costs – (decrease)
|
(1.9
|
)
|
|
|
(5.7
|
)
|
||
Accounts payable and other liabilities – (decrease)
|
(8.6
|
)
|
|
|
(16.3
|
)
|
||
Other, net
|
1.8
|
|
|
|
0.8
|
|
||
Net Cash Provided by (Used in) Operating Activities
|
2.3
|
|
|
|
(229.7
|
)
|
||
|
|
|
|
|
||||
Cash Flows Provided by Investing Activities
|
|
|
|
|
||||
Deposits for surety bonds - net decrease
|
3.7
|
|
|
|
0.6
|
|
||
Proceeds from sales of assets
|
0.2
|
|
|
|
—
|
|
||
Net Cash Provided by Investing Activities
|
3.9
|
|
|
|
0.6
|
|
||
|
|
|
|
|
||||
Cash Flows Provided by Financing Activities
|
|
|
|
|
||||
Net Cash Provided by Financing Activities
|
—
|
|
|
|
—
|
|
||
|
|
|
|
|
||||
Net Increase (Decrease)
|
6.2
|
|
|
|
(229.1
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
218.8
|
|
|
|
314.2
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
225.0
|
|
|
|
$
|
85.1
|
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
|
||||
Interest paid
|
$
|
6.0
|
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Non-cash activities:
|
|
|
|
|
||||
Conversion of interest payable-in-kind to long-term debt
|
$
|
1.8
|
|
|
|
$
|
—
|
|
|
Common Stock,
Par Value
$.10 per Share
|
|
Excess of
Capital over
Par Value
|
|
Retained
Earnings
(Deficit)
|
|
Treasury
Stock
|
|
Accumulated
Other Comprehensive Income (Loss)
|
|
Total
|
||||||||||||
Balance at December 31, 2013 (Predecessor)
|
$
|
0.5
|
|
|
$
|
1,216.4
|
|
|
$
|
(1,520.7
|
)
|
|
$
|
(34.3
|
)
|
|
$
|
(120.1
|
)
|
|
$
|
(458.2
|
)
|
Net (loss)
|
—
|
|
|
—
|
|
|
(50.8
|
)
|
|
—
|
|
|
—
|
|
|
(50.8
|
)
|
||||||
Other comprehensive income, net of tax (Note 14)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Restricted and other common stock issued, net of amortization
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Balance at March 31, 2014 (Predecessor)
|
$
|
0.5
|
|
|
$
|
1,216.8
|
|
|
$
|
(1,571.5
|
)
|
|
$
|
(34.3
|
)
|
|
$
|
(120.0
|
)
|
|
$
|
(508.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2014 (Successor)
|
$
|
0.9
|
|
|
$
|
58.6
|
|
|
$
|
(42.3
|
)
|
|
$
|
—
|
|
|
$
|
4.4
|
|
|
$
|
21.6
|
|
Net (loss)
|
—
|
|
|
—
|
|
|
(15.4
|
)
|
|
—
|
|
|
—
|
|
|
(15.4
|
)
|
||||||
Other comprehensive (loss), net of tax (Note 14)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||||
Restricted stock units and stock options issued, net of amortization
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Balance at March 31, 2015 (Successor)
|
$
|
0.9
|
|
|
$
|
58.7
|
|
|
$
|
(57.7
|
)
|
|
$
|
—
|
|
|
$
|
4.3
|
|
|
$
|
6.2
|
|
-
|
Operating expenses of
$4.4 million
in the three months ended March 31, 2015 and
$27.0 million
in the three months ended March 31, 2014. Charges in the first quarter of 2015 include off-site inventory management and logistics costs. Charges in the first quarter of 2014 include inventory management and disposition, ongoing regulatory compliance, utility requirements for operations, security, and other Paducah site management activities related to the transitioning of facilities and infrastructure to DOE;
|
-
|
Inventory charges of
$0.3 million
in the three months ended March 31, 2015 and
$6.6 million
in the three months ended March 31, 2014, including the cost of inventories deployed for cascade drawdown, assay blending and repackaging, and residual uranium in cylinders transferred to DOE. The Company determined that it was uneconomic to recover resulting residual quantities for resale; and
|
-
|
Paducah GDP asset depreciation charges of
$1.3 million
in the three months ended March 31, 2014. Paducah GDP asset depreciation was completed as of June 30, 2014.
|
|
Liability Balance to Be Paid,
Dec. 31, 2014
|
|
Three Months Ended Mar. 31, 2015
|
|
Liability Balance to Be Paid,
Mar. 31, 2015
|
||||||||||
|
|
Special Charges
|
|
Paid
|
|
||||||||||
Workforce reductions, primarily severance payments
|
$
|
2.4
|
|
|
$
|
0.9
|
|
|
$
|
(2.7
|
)
|
|
$
|
0.6
|
|
Less: Amounts billed to DOE
|
*
|
|
|
(0.3
|
)
|
|
*
|
|
|
*
|
|
||||
|
$
|
2.4
|
|
|
$
|
0.6
|
|
|
$
|
(2.7
|
)
|
|
$
|
0.6
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(millions)
|
||||||
Utility customers and other
|
$
|
3.1
|
|
|
$
|
36.3
|
|
Contract services, primarily DOE
|
16.9
|
|
|
22.6
|
|
||
Accounts receivable, net
|
$
|
20.0
|
|
|
$
|
58.9
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Current
Assets
|
|
Current
Liabilities
(a)
|
|
Inventories, Net
|
|
Current
Assets
|
|
Current
Liabilities
(a)
|
|
Inventories, Net
|
||||||||||||
Separative work units
|
$
|
292.4
|
|
|
$
|
110.9
|
|
|
$
|
181.5
|
|
|
$
|
330.6
|
|
|
$
|
76.6
|
|
|
$
|
254.0
|
|
Uranium
|
126.6
|
|
|
129.1
|
|
|
(2.5
|
)
|
|
131.4
|
|
|
82.3
|
|
|
49.1
|
|
||||||
Materials and supplies
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
|
$
|
419.2
|
|
|
$
|
240.0
|
|
|
$
|
179.2
|
|
|
$
|
462.2
|
|
|
$
|
158.9
|
|
|
$
|
303.3
|
|
(a)
|
Inventories owed to customers and suppliers, included in current liabilities, consist primarily of SWU and uranium inventories owed to fabricators.
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(millions)
|
||||||
Property, plant and equipment, gross
|
$
|
3.7
|
|
|
$
|
3.7
|
|
Accumulated depreciation
|
(0.3
|
)
|
|
(0.2
|
)
|
||
Property, plant and equipment, net
|
$
|
3.4
|
|
|
$
|
3.5
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(millions)
|
||||||
Amortizable intangible assets:
|
|
|
|
||||
Backlog
|
$
|
54.6
|
|
|
$
|
54.6
|
|
Customer relationships
|
68.9
|
|
|
68.9
|
|
||
Amortizable intangible assets, gross
|
$
|
123.5
|
|
|
$
|
123.5
|
|
Accumulated amortization
|
(8.3
|
)
|
|
(4.3
|
)
|
||
Amortizable intangible assets, net
|
$
|
115.2
|
|
|
$
|
119.2
|
|
|
|
|
|
||||
Nonamortizable intangible assets:
|
|
|
|
||||
Excess reorganizational value
|
$
|
137.2
|
|
|
$
|
137.2
|
|
•
|
Level 1 – quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 – inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
|
•
|
Level 3 – unobservable inputs in which little or no market data exists.
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents (a)
|
—
|
|
$
|
213.6
|
|
|
—
|
|
$
|
213.6
|
|
|
—
|
|
$
|
212.2
|
|
|
—
|
|
$
|
212.2
|
|
Deferred compensation asset (b)
|
—
|
|
2.9
|
|
|
—
|
|
2.9
|
|
|
—
|
|
3.2
|
|
|
—
|
|
3.2
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred compensation obligation (b)
|
—
|
|
2.6
|
|
|
—
|
|
2.6
|
|
|
—
|
|
3.0
|
|
|
—
|
|
3.0
|
|
(a)
|
Cash equivalents consist of funds invested in institutional money market funds. These investments are classified within Level 2 of the valuation hierarchy because the publicly reported Net Asset Value (“NAV”) of one dollar does not necessarily reflect the fair value of the underlying securities.
|
(b)
|
The deferred compensation obligation represents the balance of deferred compensation plus net investment earnings. The deferred compensation plan is informally funded through a rabbi trust using variable universal life insurance. The cash surrender value of the life insurance policies is designed to track the deemed investments of the plan participants. Investment crediting options consist of institutional and retail investment funds. The deemed investments are classified within Level 2 of the valuation hierarchy because (i) of the indirect method of investing and (ii) unit prices of institutional funds are not quoted in active markets.
|
|
Defined Benefit Pension Plans
|
|
Postretirement Health
and Life Benefit Plans
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended
March 31, 2015
|
|
|
Three Months Ended
March 31, 2014
|
|
Three Months Ended
March 31, 2015
|
|
|
Three Months Ended
March 31, 2014
|
||||||||
Service costs
|
$
|
1.0
|
|
|
|
$
|
0.6
|
|
|
$
|
0.1
|
|
|
|
$
|
0.5
|
|
Interest costs
|
9.3
|
|
|
|
10.5
|
|
|
2.2
|
|
|
|
2.5
|
|
||||
Expected return on plan assets (gains)
|
(12.2
|
)
|
|
|
(12.8
|
)
|
|
(0.2
|
)
|
|
|
(0.5
|
)
|
||||
Amortization of actuarial (gains) losses, net
|
—
|
|
|
|
0.3
|
|
|
—
|
|
|
|
—
|
|
||||
Amortization of prior service costs (credits), net
|
—
|
|
|
|
—
|
|
|
(0.1
|
)
|
|
|
(0.1
|
)
|
||||
Net periodic benefit cost (credit)
|
$
|
(1.9
|
)
|
|
|
$
|
(1.4
|
)
|
|
$
|
2.0
|
|
|
|
$
|
2.4
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
Three Months
Ended
March 31, 2015
|
|
|
Three Months
Ended
March 31, 2014
|
||||
|
|
|
|
|
||||
Total stock-based compensation costs:
|
|
|
|
|
||||
Restricted stock and restricted stock units
|
$
|
0.1
|
|
|
|
$
|
0.4
|
|
Stock options, performance awards and other
|
—
|
|
|
|
—
|
|
||
Expense included primarily in selling, general and administrative expense
|
$
|
0.1
|
|
|
|
$
|
0.4
|
|
|
|
|
|
|
||||
Total recognized tax benefit
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Successor
|
|
|
Predecessor
|
||||
(in millions, except per share amounts)
|
Three Months
Ended
March 31, 2015
|
|
|
Three Months
Ended
March 31, 2014
|
||||
|
|
|
|
|
||||
Numerators for basic and diluted calculations (a):
|
|
|
|
|
||||
Net (loss)
|
$
|
(15.4
|
)
|
|
|
$
|
(50.8
|
)
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
|
||||
Weighted average common shares
|
9.0
|
|
|
|
5.0
|
|
||
Less: Weighted average unvested restricted stock
|
—
|
|
|
|
0.1
|
|
||
Denominator for basic calculation
|
9.0
|
|
|
|
4.9
|
|
||
|
|
|
|
|
||||
Weighted average effect of dilutive securities:
|
|
|
|
|
||||
Stock compensation awards (b)
|
—
|
|
|
|
—
|
|
||
Convertible notes
|
—
|
|
|
|
1.8
|
|
||
Convertible preferred stock:
|
|
|
|
|
|
|||
Equivalent common shares
|
—
|
|
|
|
17.1
|
|
||
Less: share issuance limitation (c)
|
—
|
|
|
|
16.2
|
|
||
Net allowable common shares
|
—
|
|
|
|
0.9
|
|
||
Subtotal
|
—
|
|
|
|
2.7
|
|
||
Less: shares excluded in a period of a net loss
|
—
|
|
|
|
2.7
|
|
||
Weighted average effect of dilutive securities
|
—
|
|
|
|
—
|
|
||
Denominator for diluted calculation
|
9.0
|
|
|
|
4.9
|
|
||
|
|
|
|
|
||||
Net (loss) per share - basic and diluted
|
$
|
(1.71
|
)
|
|
|
$
|
(10.37
|
)
|
(a)
|
In the three months ended March 31, 2014, interest expense on the former convertible notes and former convertible preferred stock dividends, net of tax, totaled
$3.3 million
. The tax rate is the statutory rate. However, no dilutive effect is recognized in a period in which a net loss has occurred.
|
(b)
|
Compensation awards under the 2014 Equity Incentive Plan result in common stock equivalents of less than 0.1 million shares of common stock and are excluded from the diluted calculation as a result of the net loss in the three months ended March 31, 2015.
|
(c)
|
Conversion of the convertible preferred stock of the Predecessor Company was limited based on NYSE rules requiring shareholder approval.
|
|
Successor
|
|
|
Predecessor
|
|
||||
|
Three Months
Ended
March 31, 2015
|
|
|
Three Months
Ended
March 31, 2014
|
|
||||
Options excluded from diluted net income per share
|
85,000
|
|
|
|
1,000
|
|
|
||
Warrants excluded from diluted net income per share
|
N/A
|
|
|
|
250,000
|
|
|
||
Exercise price of excluded options
|
$
|
5.62
|
|
|
|
$
|
177.50
|
|
to
|
|
|
|
|
$
|
357.00
|
|
|
||
Exercise price of excluded warrants
|
N/A
|
|
|
|
$
|
187.50
|
|
|
|
Successor
|
|
|
Predecessor
|
||||
(in millions)
|
Three Months
Ended
March 31, 2015
|
|
|
Three Months
Ended
March 31, 2014
|
||||
Revenue
|
|
|
|
|
||||
LEU segment:
|
|
|
|
|
||||
Separative work units
|
$
|
103.6
|
|
|
|
$
|
145.6
|
|
Uranium
|
43.2
|
|
|
|
—
|
|
||
|
146.8
|
|
|
|
145.6
|
|
||
Contract services segment
|
21.0
|
|
|
|
3.0
|
|
||
Revenue
|
$
|
167.8
|
|
|
|
$
|
148.6
|
|
|
|
|
|
|
||||
Segment Gross Profit (Loss)
|
|
|
|
|
|
|
||
LEU segment
|
$
|
7.2
|
|
|
|
$
|
(19.7
|
)
|
Contract services segment
|
(0.3
|
)
|
|
|
(1.2
|
)
|
||
Gross profit (loss)
|
$
|
6.9
|
|
|
|
$
|
(20.9
|
)
|
•
|
significantly reduce the gross profit impact of deferred revenues going forward;
|
•
|
result in the amortization of sales backlog and customer relationship intangible assets that were created at emergence; and
|
•
|
result in higher cost of sales as a result of increasing inventory values at emergence.
|
•
|
sales of the SWU component of LEU,
|
•
|
sales of both the SWU and uranium components of LEU, and
|
•
|
sales of natural uranium.
|
|
March 31,
2015 |
|
December 31, 2014
|
|
March 31,
2014 |
||||||
SWU:
|
|
|
|
|
|
||||||
Long-term price indicator ($/SWU)
|
$
|
87.00
|
|
|
$
|
90.00
|
|
|
$
|
99.00
|
|
Spot price indicator ($/SWU)
|
79.00
|
|
|
88.00
|
|
|
96.00
|
|
|||
UF
6
:
|
|
|
|
|
|
|
|
|
|||
Long-term price composite ($/KgU)
|
146.64
|
|
|
146.64
|
|
|
133.58
|
|
|||
Spot price indicator ($/KgU)
|
109.25
|
|
|
100.50
|
|
|
96.00
|
|
•
|
Additional short-term sales;
|
•
|
Timing of customer orders and related SWU deliveries;
|
•
|
Payment of disputed DOE contract service costs;
|
•
|
Funding of the ACTDO Agreement or a successor agreement beyond its current contract expiration date of September 30, 2015; and
|
•
|
The cost of any American Centrifuge demobilization or additional costs related to the overall transition of Centrus.
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|||||||
|
Three Months
Ended
March 31, 2015
|
|
|
Three Months
Ended
March 31, 2014
|
|
Change
|
|
%
|
|||||||
LEU segment
|
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
SWU revenue
|
$
|
103.6
|
|
|
|
$
|
145.6
|
|
|
$
|
(42.0
|
)
|
|
(29
|
)%
|
Uranium revenue
|
43.2
|
|
|
|
—
|
|
|
43.2
|
|
|
—
|
%
|
|||
Total
|
146.8
|
|
|
|
145.6
|
|
|
1.2
|
|
|
1
|
%
|
|||
Cost of sales
|
139.6
|
|
|
|
165.3
|
|
|
25.7
|
|
|
16
|
%
|
|||
Gross profit (loss)
|
$
|
7.2
|
|
|
|
$
|
(19.7
|
)
|
|
$
|
26.9
|
|
|
137
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Contract services segment
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
21.0
|
|
|
|
$
|
3.0
|
|
|
$
|
18.0
|
|
|
600
|
%
|
Cost of sales
|
21.3
|
|
|
|
4.2
|
|
|
(17.1
|
)
|
|
(407
|
)%
|
|||
Gross (loss)
|
$
|
(0.3
|
)
|
|
|
$
|
(1.2
|
)
|
|
$
|
0.9
|
|
|
75
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
167.8
|
|
|
|
$
|
148.6
|
|
|
$
|
19.2
|
|
|
13
|
%
|
Cost of sales
|
160.9
|
|
|
|
169.5
|
|
|
8.6
|
|
|
5
|
%
|
|||
Gross profit (loss)
|
$
|
6.9
|
|
|
|
$
|
(20.9
|
)
|
|
$
|
27.8
|
|
|
133
|
%
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|||||||
|
Three Months
Ended
March 31, 2015
|
|
|
Three Months
Ended
March 31, 2014
|
|
Change
|
|
%
|
|||||||
Cost of sales for the LEU segment:
|
|
|
|
|
|
|
|
|
|||||||
SWU and uranium
|
$
|
134.9
|
|
|
|
$
|
130.4
|
|
|
$
|
(4.5
|
)
|
|
(3
|
)%
|
Non-production expenses
|
4.7
|
|
|
|
34.9
|
|
|
30.2
|
|
|
87
|
%
|
|||
Total
|
$
|
139.6
|
|
|
|
$
|
165.3
|
|
|
25.7
|
|
|
16
|
%
|
-
|
Operating expenses of $4.4 million in the three months ended March 31, 2015 and $27.0 million in the three months ended March 31, 2014. Charges in the first quarter of 2015 include off-site inventory management and logistics costs. Charges in the first quarter of 2014 include inventory management and disposition, ongoing regulatory compliance, utility requirements for operations, security, and other Paducah site management activities related to the transitioning of facilities and infrastructure to DOE;
|
-
|
Inventory charges of $0.3 million in the three months ended March 31, 2015 and $6.6 million in the three months ended March 31, 2014, including the cost of inventories deployed for cascade drawdown, assay blending and repackaging, and residual uranium in cylinders transferred to DOE. We determined that it was uneconomic to recover resulting residual quantities for resale; and
|
-
|
Paducah GDP asset depreciation charges of $1.3 million in the three months ended March 31, 2014. Paducah GDP asset depreciation was completed as of June 30, 2014.
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|||||||
|
Three Months
Ended
March 31, 2015
|
|
|
Three Months
Ended
March 31, 2014
|
|
Change
|
|
%
|
|||||||
Gross profit (loss)
|
$
|
6.9
|
|
|
|
$
|
(20.9
|
)
|
|
$
|
27.8
|
|
|
133
|
%
|
Advanced technology costs
|
1.8
|
|
|
|
33.3
|
|
|
31.5
|
|
|
95
|
%
|
|||
Selling, general and administrative
|
12.3
|
|
|
|
11.7
|
|
|
(0.6
|
)
|
|
(5
|
)%
|
|||
Amortization of intangible assets
|
4.0
|
|
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
%
|
|||
Special charges (credit) for workforce reductions
|
0.6
|
|
|
|
(0.5
|
)
|
|
(1.1
|
)
|
|
(220
|
)%
|
|||
Other (income)
|
(0.8
|
)
|
|
|
(26.2
|
)
|
|
(25.4
|
)
|
|
(97
|
)%
|
|||
Operating (loss)
|
(11.0
|
)
|
|
|
(39.2
|
)
|
|
28.2
|
|
|
72
|
%
|
|||
Interest expense
|
4.9
|
|
|
|
4.6
|
|
|
(0.3
|
)
|
|
(7
|
)%
|
|||
Interest (income)
|
(0.2
|
)
|
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(50
|
)%
|
|||
Reorganization items, net
|
—
|
|
|
|
8.4
|
|
|
8.4
|
|
|
—
|
%
|
|||
(Loss) from before income taxes
|
(15.7
|
)
|
|
|
(51.8
|
)
|
|
36.1
|
|
|
70
|
%
|
|||
Provision (benefit) for income taxes
|
(0.3
|
)
|
|
|
(1.0
|
)
|
|
(0.7
|
)
|
|
(70
|
)%
|
|||
Net (loss)
|
$
|
(15.4
|
)
|
|
|
$
|
(50.8
|
)
|
|
$
|
35.4
|
|
|
70
|
%
|
|
Successor
|
|
|
Predecessor
|
||||
|
Three Months
Ended
March 31, 2015
|
|
|
Three Months
Ended
March 31, 2014
|
||||
Net Cash Provided by (Used in) Operating Activities
|
$
|
2.3
|
|
|
|
$
|
(229.7
|
)
|
Net Cash Provided by Investing Activities
|
3.9
|
|
|
|
0.6
|
|
||
Net Cash Provided by Financing Activities
|
—
|
|
|
|
—
|
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
$
|
6.2
|
|
|
|
$
|
(229.1
|
)
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(millions)
|
||||||
Cash and cash equivalents
|
$
|
225.0
|
|
|
$
|
218.8
|
|
Accounts receivable, net
|
20.0
|
|
|
58.9
|
|
||
Inventories, net
|
179.2
|
|
|
303.3
|
|
||
Other current assets and liabilities, net
|
(61.1
|
)
|
|
(215.0
|
)
|
||
Working capital
|
$
|
363.1
|
|
|
$
|
366.0
|
|
|
|
|
Centrus Energy Corp.
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
May 7, 2015
|
By:
|
/s/ John C. Barpoulis
|
|
|
|
|
John C. Barpoulis
|
|
|
|
Senior Vice President and Chief Financial Officer
|
||
|
|
(Principal Financial Officer)
|
Exhibit No.
|
Description
|
|
|
10.1
|
Modification 14 dated January 7, 2015 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014. (a)
|
|
|
10.2
|
Modification 15 dated January 20, 2015 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014. (a)
|
|
|
10.3
|
Modification 16 dated January 23, 2015 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014. (a)
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10.4
|
Modification 17 dated February 9, 2015 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014. (a)
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10.5
|
Modification 18 dated February 26, 2015 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014. (a)
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10.6
|
Modification 19 dated March 12, 2015 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014. (a)
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10.7
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Employment Agreement, dated March 6, 2015, by and between Centrus Energy Corp. and Daniel B. Poneman (a) (b)
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10.8
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2015 Executive Incentive Plan (a) (b)
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31.1
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Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended. (a)
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31.2
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Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended. (a)
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32.1
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Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350. (a)
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101
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Condensed consolidated financial statements from the quarterly report on Form 10-Q for the quarter ended March 31, 2015, filed in interactive data file (XBRL) format.
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(a)
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Filed herewith.
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(b)
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Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this report.
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CENTRUS ENERGY CORP.
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Date: March 6, 2015
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By:
/s/ Mikel H. Williams
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Name: Mikel H. Williams
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Title: Chairman of the Board
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Date: March 6, 2015
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/s/ Daniel B. Poneman
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Executive
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I.
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PURPOSE
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II.
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EFFECTIVE DATE
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III.
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OVERVIEW
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IV.
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PLAN OPERATION
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A.
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Eligibility for Participation
- Participants in the 2015 Executive Incentive Plan are recommended by management and are approved by the Compensation, Nominating and Governance Committee (the “
Committee
”) of the Centrus Board of Directors. 2015 Executive Incentive Plan participants for approved awards are shown in the chart in Exhibit 1 Attachment A for each type of award.
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V.
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ANNUAL AWARDS
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A.
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Target Awards
- The Performance Period for Annual Awards shall be the period from the January 1, 2015 through December 31, 2015. Individuals who become participants in the Plan after the Effective Date may have their Target Award prorated to reflect their participation date. The proration will be calculated based on the participant’s number of days in 2015 as a participant in the Plan over 365.
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1.
|
The target Annual Award under the Plan for the applicable Performance Period (the “
Target Annual Award
”) shall be as set forth in Exhibit 1.
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2.
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The Committee, at its discretion, may authorize an award of up to 125% of the Target Award based on outstanding performance in the achievement of the approved goals.
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3.
|
Target Awards will be based on performance relative to a combination of Corporate Performance Goals (“
Corporate Goals
”) and Individual Performance Goals (“
Individual Performance
”), where Corporate Goals shall represent 80% of the Target Annual Award and Individual Performance shall represent 20% of the Target Annual Award.
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B.
|
Corporate Goals
- Corporate Goals shall be designated from among the various performance criteria under the 2014 Equity Incentive Plan and approved by the Committee.
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1.
|
The Committee has approved nine (9) Corporate Goals for 2015.
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C.
|
Individual Performance
- The participant’s Individual Performance will be determined by the participant’s rating on their Annual Performance Management Plan (“
PMP
”). All Centrus employees receive an annual PMP performance review which evaluates their overall performance for the year. The PMP identifies a numerical performance rating for the year of between “1” and “5” with a rating of “5” representing someone who, “Consistently Exceeds Performance Expectations.”
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1.
|
Exhibit 1 details each possible performance rating in the PMP and the associated range of award for Individual Performance for the Target Annual Award.
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2.
|
The CEO will review and approve the Individual Performance rating for each participant. The Committee will review and approve the Individual Performance rating for the CEO and each of his direct reports.
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D.
|
Certification of Performance
- Following the completion of the Performance Period for the Annual Award, the CEO will review the achievement of the Performance Goals and will advise the Committee of the level of performance, with appropriate supporting documentation. The Committee will certify the level of achievement of the Corporate Goals and Individual Performance and determine the amount of the Annual Award to be paid to each participant.
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VI.
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LONG-TERM INCENTIVE CASH AWARD
|
A.
|
Performance Goal(s)
- One or more Performance Goals for the Performance Period for the Target Long-Term Award shall be set by the Committee as soon as reasonably practical after the Effective Date, but no later than 75 days after the Effective Date.
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1.
|
Such Performance Goal(s) may, in the Committee’s discretion, include a threshold level of performance, below which no Long-Term Award will be paid, and a maximum level of performance at which 125% of the target Long-Term Award may be paid. The Committee may provide for interpolation for performance between the threshold and target performance and between target and maximum performance.
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2.
|
Management will periodically update the Committee on performance relative to the Performance Goal(s).
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3.
|
Within 60 days after the attainment of the Performance Goal(s), or, if the Performance Goal(s) have not previously been met, within 75 days after the end of the applicable
|
B.
|
Establishment of a Long-Term Award
- Under the terms of the Equity Incentive Plan, a new Long-Term Award may be established each year, with its own Performance Period and unique Performance Goals. For 2015, the Committee has determined that it will not institute a 2015 Long-Term Award.
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1.
|
The Committee will evaluate instituting a new Long-Term Award for 2016 and establish Performance Goal(s) and a Performance Period at that time.
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A.
|
Annual Awards
- Payment of Annual Awards, to the extent earned, will be made as soon as possible after the Committee’s certification of the level of attainment of the applicable Performance Goal(s) after the end of the applicable Performance Period, but in no event earlier than January 2, 2016 or later than the 15
th
day of the third month beginning after the end of the applicable Performance Period.
|
B.
|
Long-Term Awards
- Payment of any Long-Term Award, were one to be initiated and to the extend earned, will be made as soon as possible after the Committee’s certification of the level of attainment of the applicable Performance Goal(s) after the end of the applicable Performance Period with respect to any Performance Goal, and shall be paid no sooner than the first day following the end of the Performance Period over which the Long-Term Award is earned and no later than the 75
th
day following the end of such Performance Period (in the event that the period pursuant to which the Long-Term Award could be paid spans more than one calendar year, the payment shall be made in the later calendar year)(the “
Long-Term Award Regular Payment Date
”).
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A.
|
Death or Disability
- If a participant’s employment is terminated due to death or Disability prior to payment of an Annual Award or Long-Term Award, the participant (or beneficiary, in
|
B.
|
Termination Without Cause
- If a participant’s employment is terminated due to involuntary separation from service by the Company other than for Cause or if a participant has a separation from service for Good Reason (as defined below) prior to the payment of an Award, then, the Award shall be paid as follows:
|
1.
|
A pro rata portion of the Annual Award shall be paid consistent with the Company’s Executive Severance Plan as a “Pro-rated Performance Bonus” payable thereunder.
|
2.
|
Except as provided below in connection with a Change in Control, the participant will be entitled to payment of a pro-rated portion of the Long-Term Award, based on actual performance. The amount payable shall be the amount of the Award that would have been paid based on actual performance had the participant remained in employment, multiplied by the Pro-Ration Fraction. The pro-rated Award shall be paid at the same time as Awards are paid to participants who remain in employment, subject to the participant’s execution (without revocation) of a general release of claims in substantially the form provided under the Company’s Executive Severance Plan on the regular Long-Term Award Regular Payment Date.
|
C.
|
Other Termination of Employment
- If the participant incurs a termination of employment for any other reason (not set forth above) prior to payment of an Annual Award or a Long-Term Award, including a voluntary termination of employment, retirement or termination for Cause, such unpaid Award will be forfeited.
|
D.
|
Change in Control -
Notwithstanding anything herein or the Executive Severance Plan to the contrary, if a participant’s employment is involuntarily terminated by the Company other than for Cause or is terminated by the participant for Good Reason (as defined below), in either case within three months prior to or within one year following a Change in Control, the Committee will immediately vest and pay out (1) the Annual Award on the 60
th
day following such termination as though the applicable Performance Goal(s) had been achieved at the target level and (ii) the Long-Term Award on the Long-Term Award Regular Payment Date based on actual performance through the date of termination as determined by the Committee, and any Performance Goals not attained within the Performance Period shall result in the forfeiture of the Long-Term Award attributable to such unattained Performance Goal(s). The payment of any such Award shall be subject to the participant’s execution (without revocation) of a general release of claims in substantially the form provided under the Company’s Executive Severance Plan. For purposes of this 2015 Incentive Plan, “Good Reason” shall have the same meaning defined for that term in the Company’s Executive Severance Plan, whether or not the individual is a participant in such Executive Severance Plan.
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A.
|
409A Matters
|
1.
|
Annual Awards payable under this plan are intended not to be deferred compensation within the meaning of Section 409A of the Code, and the 2015 Incentive Plan will be administered and interpreted to be consistent with that intention. Annual Awards that are earned will in no event be paid later than the 15
th
day of the third month after the later of the last day of the calendar year or the last day of the fiscal year in which they are earned.
|
2.
|
Long-Term Awards shall be treated as deferred compensation within the meaning of Section 409A of the Code, and the 2015 Incentive Plan will be administered and interpreted to be consistent with that intention. In that regard, in the event that the participant is a “specified employee” within the meaning of Section 409A at the time of the termination (other than due to death), then notwithstanding anything contained in this 2015 Incentive Plan to the contrary, the Long-Term Award shall be delayed and paid on the first business day following the date that is six months following the date of participant’s termination of employment, or earlier upon such participant’s death. Each payment payable under this 2015 Incentive Plan that is considered to be deferred compensation subject to Code Section 409A is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.
|
B.
|
Effect of Awards on Other Benefits
- An Annual Award, to the extent earned, but not a Long-Term Award, will, as reasonably determined by the Committee in good faith, be considered in the definition of pay used to determine, as applicable: (1) the participant’s severance benefits under the Company’s Executive Severance Plan or any other severance plan in which he or she participates, (2) the participant’s severance benefits under his or her Change in Control agreement with the Company, (3) the participant’s benefits under the USEC Inc. 1999 Supplemental Executive Retirement Plan, as amended and restated effective November 1, 2010, the USEC Inc. 2006 Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2008, the USEC Inc. Pension Restoration Plan, as amended and restated effective January 1, 2008, and the Employees’ Retirement Plan of USEC Inc., as amended and restated effective January 1, 2011, in each case as such plans are amended and may be further amended and/or restated from time to time or any successor plan, and (4) the GVUL executive life insurance benefit administered through MetLife. Except as provided above in this section X.B, amounts payable to any participant under the Plan shall not be taken into account in computing the participant’s compensation for purposes of determining any pension, retirement, death or other benefit under an pension, retirement, profit sharing, bonus, insurance or other employee benefit plan of the Company, except as such other plan or agreement shall otherwise expressly provide.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Centrus Energy Corp.;
|
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(s) 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(s) 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.
|
May 7, 2015
|
/s/ Daniel B. Poneman
|
|
Daniel B. Poneman
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Centrus Energy Corp.;
|
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(s) 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(s) 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.
|
May 7, 2015
|
/s/ John C. Barpoulis
|
|
John C. Barpoulis
|
|
Senior Vice President and Chief Financial Officer
|
May 7, 2015
|
/s/ Daniel B. Poneman
|
|
Daniel B. Poneman
|
|
President and Chief Executive Officer
|
May 7, 2015
|
/s/ John C. Barpoulis
|
|
John C. Barpoulis
|
|
Senior Vice President and Chief Financial Officer
|