|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
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
|
Non-accelerated filer
|
o
|
|
Smaller reporting company
|
ý
|
|
|
|
Page
|
|
PART I – FINANCIAL INFORMATION
|
|
|
|
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||
|
||
|
||
|
||
|
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||
|
||
|
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PART II – OTHER INFORMATION
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
218.5
|
|
|
$
|
218.8
|
|
Accounts receivable, net
|
27.1
|
|
|
58.9
|
|
||
Inventories
|
384.8
|
|
|
462.2
|
|
||
Deferred costs associated with deferred revenue
|
58.8
|
|
|
82.9
|
|
||
Other current assets
|
15.2
|
|
|
19.6
|
|
||
Total current assets
|
704.4
|
|
|
842.4
|
|
||
Property, plant and equipment, net
|
3.4
|
|
|
3.5
|
|
||
Deferred taxes
|
20.5
|
|
|
26.0
|
|
||
Deposits for surety bonds
|
30.9
|
|
|
34.8
|
|
||
Intangible assets
|
113.2
|
|
|
119.2
|
|
||
Excess reorganization value
|
137.2
|
|
|
137.2
|
|
||
Other long-term assets
|
20.5
|
|
|
20.6
|
|
||
Total Assets
|
$
|
1,030.1
|
|
|
$
|
1,183.7
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
42.0
|
|
|
$
|
50.5
|
|
Payables under SWU purchase agreements
|
23.2
|
|
|
140.1
|
|
||
Deferred taxes
|
20.5
|
|
|
26.0
|
|
||
Inventories owed to customers and suppliers
|
199.6
|
|
|
158.9
|
|
||
Deferred revenue
|
70.3
|
|
|
100.9
|
|
||
Total current liabilities
|
355.6
|
|
|
476.4
|
|
||
Long-term debt
|
244.0
|
|
|
240.4
|
|
||
Postretirement health and life benefit obligations
|
214.1
|
|
|
211.4
|
|
||
Pension benefit liabilities
|
171.5
|
|
|
179.3
|
|
||
Other long-term liabilities
|
53.7
|
|
|
54.6
|
|
||
Total Liabilities
|
1,038.9
|
|
|
1,162.1
|
|
||
Commitments and Contingencies (Note 13)
|
|
|
|
|
|
||
Stockholders’ Equity (Deficit)
|
(8.8
|
)
|
|
21.6
|
|
||
Total Liabilities and Stockholders’ Equity (Deficit)
|
$
|
1,030.1
|
|
|
$
|
1,183.7
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2015
|
|
|
2014
|
|
2015
|
|
|
2014
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||
Separative work units
|
$
|
42.2
|
|
|
|
$
|
104.5
|
|
|
$
|
145.8
|
|
|
|
$
|
250.1
|
|
Uranium
|
—
|
|
|
|
—
|
|
|
43.2
|
|
|
|
—
|
|
||||
Contract services
|
21.1
|
|
|
|
16.7
|
|
|
42.1
|
|
|
|
19.7
|
|
||||
Total Revenue
|
63.3
|
|
|
|
121.2
|
|
|
231.1
|
|
|
|
269.8
|
|
||||
Cost of Sales:
|
|
|
|
|
|
|
|
|
|
||||||||
Separative work units and uranium
|
36.7
|
|
|
|
100.8
|
|
|
176.3
|
|
|
|
266.1
|
|
||||
Contract services
|
22.3
|
|
|
|
16.9
|
|
|
43.6
|
|
|
|
21.1
|
|
||||
Total Cost of Sales
|
59.0
|
|
|
|
117.7
|
|
|
219.9
|
|
|
|
287.2
|
|
||||
Gross profit (loss)
|
4.3
|
|
|
|
3.5
|
|
|
11.2
|
|
|
|
(17.4
|
)
|
||||
Advanced technology costs
|
4.0
|
|
|
|
18.0
|
|
|
5.8
|
|
|
|
51.3
|
|
||||
Selling, general and administrative
|
6.3
|
|
|
|
10.1
|
|
|
18.6
|
|
|
|
21.8
|
|
||||
Amortization of intangible assets
|
2.0
|
|
|
|
—
|
|
|
6.0
|
|
|
|
—
|
|
||||
Special charges for workforce reductions
|
2.9
|
|
|
|
2.5
|
|
|
3.5
|
|
|
|
2.0
|
|
||||
Other (income)
|
(0.7
|
)
|
|
|
(8.4
|
)
|
|
(1.5
|
)
|
|
|
(34.6
|
)
|
||||
Operating (loss)
|
(10.2
|
)
|
|
|
(18.7
|
)
|
|
(21.2
|
)
|
|
|
(57.9
|
)
|
||||
Interest expense
|
4.9
|
|
|
|
4.7
|
|
|
9.8
|
|
|
|
9.3
|
|
||||
Interest (income)
|
—
|
|
|
|
—
|
|
|
(0.2
|
)
|
|
|
(0.4
|
)
|
||||
Reorganization items, net
|
—
|
|
|
|
4.7
|
|
|
—
|
|
|
|
13.1
|
|
||||
(Loss) before income taxes
|
(15.1
|
)
|
|
|
(28.1
|
)
|
|
(30.8
|
)
|
|
|
(79.9
|
)
|
||||
Provision (benefit) for income taxes
|
—
|
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
|
(1.1
|
)
|
||||
Net (loss)
|
$
|
(15.1
|
)
|
|
|
$
|
(28.0
|
)
|
|
$
|
(30.5
|
)
|
|
|
$
|
(78.8
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) per share - basic and diluted
|
$
|
(1.68
|
)
|
|
|
$
|
(5.71
|
)
|
|
$
|
(3.39
|
)
|
|
|
$
|
(16.08
|
)
|
Weighted-average number of shares outstanding - basic and diluted
|
9.0
|
|
|
|
4.9
|
|
|
9.0
|
|
|
|
4.9
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2015
|
|
|
2014
|
|
2015
|
|
|
2014
|
||||||||
Net (loss)
|
$
|
(15.1
|
)
|
|
|
$
|
(28.0
|
)
|
|
$
|
(30.5
|
)
|
|
|
$
|
(78.8
|
)
|
Other comprehensive income (loss), before tax (Note 14):
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of actuarial (gains) losses, net
|
—
|
|
|
|
0.3
|
|
|
—
|
|
|
|
0.6
|
|
||||
Amortization of prior service costs (credits), net
|
—
|
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
|
(0.2
|
)
|
||||
Other comprehensive income (loss), before tax
|
—
|
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
|
0.4
|
|
||||
Income tax expense related to items of other comprehensive income
|
—
|
|
|
|
(0.1
|
)
|
|
—
|
|
|
|
(0.1
|
)
|
||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
|
0.3
|
|
||||
Comprehensive (loss)
|
$
|
(15.1
|
)
|
|
|
$
|
(27.9
|
)
|
|
$
|
(30.6
|
)
|
|
|
$
|
(78.5
|
)
|
|
Six Months Ended
June 30,
|
|||||||
|
Successor
|
|
|
Predecessor
|
||||
|
2015
|
|
|
2014
|
||||
Cash Flows from Operating Activities
|
|
|
|
|
||||
Net (loss)
|
$
|
(30.5
|
)
|
|
|
$
|
(78.8
|
)
|
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
6.2
|
|
|
|
4.1
|
|
||
Interest on paid-in-kind toggle notes
|
1.8
|
|
|
|
—
|
|
||
Gain on sales of assets
|
(1.5
|
)
|
|
|
(0.9
|
)
|
||
Non-cash reorganization items
|
—
|
|
|
|
3.1
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable – decrease
|
31.8
|
|
|
|
137.9
|
|
||
Inventories, net – decrease
|
118.1
|
|
|
|
127.7
|
|
||
Payables under SWU purchase agreements – (decrease)
|
(116.9
|
)
|
|
|
(340.7
|
)
|
||
Deferred revenue, net of deferred costs – (decrease)
|
(6.6
|
)
|
|
|
(10.8
|
)
|
||
Accounts payable and other liabilities – (decrease)
|
(12.7
|
)
|
|
|
(34.8
|
)
|
||
Other, net
|
4.5
|
|
|
|
(0.2
|
)
|
||
Net Cash (Used in) Operating Activities
|
(5.8
|
)
|
|
|
(193.4
|
)
|
||
|
|
|
|
|
||||
Cash Flows Provided by Investing Activities
|
|
|
|
|
||||
Deposits for surety bonds - net decrease
|
4.0
|
|
|
|
2.2
|
|
||
Proceeds from sales of assets
|
1.5
|
|
|
|
0.4
|
|
||
Net Cash Provided by Investing Activities
|
5.5
|
|
|
|
2.6
|
|
||
|
|
|
|
|
||||
Cash Flows (Used in) Financing Activities
|
|
|
|
|
||||
Common stock issued (purchased), net
|
—
|
|
|
|
(0.1
|
)
|
||
Net Cash (Used in) Financing Activities
|
—
|
|
|
|
(0.1
|
)
|
||
|
|
|
|
|
||||
Net (Decrease)
|
(0.3
|
)
|
|
|
(190.9
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
218.8
|
|
|
|
314.2
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
218.5
|
|
|
|
$
|
123.3
|
|
|
|
|
|
|
||||
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)
|
—
|
|
|
—
|
|
|
(78.8
|
)
|
|
—
|
|
|
—
|
|
|
(78.8
|
)
|
||||||
Other comprehensive income, net of tax (Note 14)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
||||||
Restricted and other common stock issued, net of amortization
|
—
|
|
|
0.6
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.5
|
|
||||||
Balance at June 30, 2014 (Predecessor)
|
$
|
0.5
|
|
|
$
|
1,217.0
|
|
|
$
|
(1,599.5
|
)
|
|
$
|
(34.4
|
)
|
|
$
|
(119.8
|
)
|
|
$
|
(536.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2014 (Successor)
|
$
|
0.9
|
|
|
$
|
58.6
|
|
|
$
|
(42.3
|
)
|
|
$
|
—
|
|
|
$
|
4.4
|
|
|
$
|
21.6
|
|
Net (loss)
|
—
|
|
|
—
|
|
|
(30.5
|
)
|
|
—
|
|
|
—
|
|
|
(30.5
|
)
|
||||||
Other comprehensive (loss), net of tax (Note 14)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||||
Restricted stock units and stock options issued, net of amortization
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
Balance at June 30, 2015 (Successor)
|
$
|
0.9
|
|
|
$
|
58.8
|
|
|
$
|
(72.8
|
)
|
|
$
|
—
|
|
|
$
|
4.3
|
|
|
$
|
(8.8
|
)
|
-
|
Operating expenses of
$3.9 million
and
$8.3 million
in the three and six months ended June 30, 2015, compared to
$8.7 million
and
$35.7 million
in the corresponding periods in 2014. Charges in 2015 include off-site inventory management and logistics costs. Charges in 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 and
$0.3 million
in the three and six months ended June 30, 2015, compared to
$5.1 million
and
$11.7 million
in the three and six months ended June 30, 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
$0.5 million
and
$1.8 million
in the three and six months ended June 30, 2014. Paducah GDP asset depreciation was completed as of June 30, 2014.
|
|
Liability Balance to Be Paid,
Dec. 31, 2014
|
|
Six Months Ended June 30, 2015
|
|
Liability Balance to Be Paid,
June 30, 2015
|
||||||||||
|
|
Special Charges
|
|
Paid
|
|
||||||||||
Workforce reductions, primarily severance payments
|
$
|
2.4
|
|
|
$
|
3.8
|
|
|
$
|
(3.8
|
)
|
|
$
|
2.4
|
|
Less: Amounts billed to DOE
|
|
|
(0.3
|
)
|
|
|
|
|
|||||||
Special charges for workforce reductions
|
|
|
$
|
3.5
|
|
|
|
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
|
(millions)
|
||||||
Utility customers and other
|
$
|
11.9
|
|
|
$
|
36.3
|
|
Contract services, primarily DOE
|
15.2
|
|
|
22.6
|
|
||
Accounts receivable, net
|
$
|
27.1
|
|
|
$
|
58.9
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Current
Assets
|
|
Current
Liabilities
(a)
|
|
Inventories, Net
|
|
Current
Assets
|
|
Current
Liabilities
(a)
|
|
Inventories, Net
|
||||||||||||
Separative work units
|
$
|
285.7
|
|
|
$
|
99.1
|
|
|
$
|
186.6
|
|
|
$
|
330.6
|
|
|
$
|
76.6
|
|
|
$
|
254.0
|
|
Uranium
|
98.9
|
|
|
100.5
|
|
|
(1.6
|
)
|
|
131.4
|
|
|
82.3
|
|
|
49.1
|
|
||||||
Materials and supplies
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
|
$
|
384.8
|
|
|
$
|
199.6
|
|
|
$
|
185.2
|
|
|
$
|
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.
|
|
June 30,
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
|
|
|
June 30,
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
|
(10.3
|
)
|
|
(4.3
|
)
|
||
Amortizable intangible assets, net
|
$
|
113.2
|
|
|
$
|
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.
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation asset (a)
|
—
|
|
$
|
1.4
|
|
|
—
|
|
$
|
1.4
|
|
|
—
|
|
$
|
3.2
|
|
|
—
|
|
$
|
3.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred compensation obligation (a)
|
—
|
|
1.1
|
|
|
—
|
|
1.1
|
|
|
—
|
|
3.0
|
|
|
—
|
|
3.0
|
|
(a)
|
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.
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2015
|
|
|
2014
|
|
2015
|
|
|
2014
|
||||||||
Service costs
|
$
|
1.0
|
|
|
|
$
|
0.6
|
|
|
$
|
2.0
|
|
|
|
$
|
1.2
|
|
Interest costs
|
9.3
|
|
|
|
10.6
|
|
|
18.6
|
|
|
|
21.1
|
|
||||
Expected return on plan assets (gains)
|
(12.2
|
)
|
|
|
(12.8
|
)
|
|
(24.4
|
)
|
|
|
(25.6
|
)
|
||||
Amortization of actuarial (gains) losses, net
|
—
|
|
|
|
0.3
|
|
|
—
|
|
|
|
0.6
|
|
||||
Actuarial (gain) from remeasurement
|
(3.9
|
)
|
|
|
—
|
|
|
(3.9
|
)
|
|
|
—
|
|
||||
Net periodic benefit cost (credit)
|
$
|
(5.8
|
)
|
|
|
$
|
(1.3
|
)
|
|
$
|
(7.7
|
)
|
|
|
$
|
(2.7
|
)
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2015
|
|
|
2014
|
|
2015
|
|
|
2014
|
||||||||
Service costs
|
$
|
—
|
|
|
|
$
|
0.4
|
|
|
$
|
0.1
|
|
|
|
$
|
0.9
|
|
Interest costs
|
2.2
|
|
|
|
2.5
|
|
|
4.4
|
|
|
|
5.0
|
|
||||
Expected return on plan assets (gains)
|
(0.3
|
)
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|
|
(1.0
|
)
|
||||
Amortization of prior service costs (credits), net
|
—
|
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
|
(0.2
|
)
|
||||
Net periodic benefit cost
|
$
|
1.9
|
|
|
|
$
|
2.3
|
|
|
$
|
3.9
|
|
|
|
$
|
4.7
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2015
|
|
|
2014
|
|
2015
|
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total stock-based compensation costs:
|
|
|
|
|
|
|
|
|
|
||||||||
Restricted stock and restricted stock units
|
$
|
—
|
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
|
$
|
0.5
|
|
Stock options, performance awards and other
|
0.1
|
|
|
|
—
|
|
|
0.1
|
|
|
|
—
|
|
||||
Expense included primarily in selling, general and administrative expense
|
$
|
0.1
|
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
|
$
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total recognized tax benefit
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
(in millions, except per share amounts)
|
2015
|
|
|
2014
|
|
2015
|
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Numerators for basic and diluted calculations (a):
|
|
|
|
|
|
|
|
|
|
||||||||
Net (loss)
|
$
|
(15.1
|
)
|
|
|
$
|
(28.0
|
)
|
|
$
|
(30.5
|
)
|
|
|
$
|
(78.8
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares
|
9.0
|
|
|
|
5.0
|
|
|
9.0
|
|
|
|
5.0
|
|
||||
Less: Weighted average unvested restricted stock
|
—
|
|
|
|
0.1
|
|
|
—
|
|
|
|
0.1
|
|
||||
Denominator for basic calculation
|
9.0
|
|
|
|
4.9
|
|
|
9.0
|
|
|
|
4.9
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
||||||||
Stock compensation awards (b)
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Convertible notes
|
—
|
|
|
|
1.8
|
|
|
—
|
|
|
|
1.8
|
|
||||
Convertible preferred stock:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equivalent common shares
|
—
|
|
|
|
28.6
|
|
|
—
|
|
|
|
22.9
|
|
||||
Less: share issuance limitation (c)
|
—
|
|
|
|
27.7
|
|
|
—
|
|
|
|
22.0
|
|
||||
Net allowable common shares
|
—
|
|
|
|
0.9
|
|
|
—
|
|
|
|
0.9
|
|
||||
Subtotal
|
—
|
|
|
|
2.7
|
|
|
—
|
|
|
|
2.7
|
|
||||
Less: shares excluded in a period of a net loss
|
—
|
|
|
|
2.7
|
|
|
—
|
|
|
|
2.7
|
|
||||
Weighted average effect of dilutive securities
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Denominator for diluted calculation
|
9.0
|
|
|
|
4.9
|
|
|
9.0
|
|
|
|
4.9
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) per share - basic and diluted
|
$
|
(1.68
|
)
|
|
|
$
|
(5.71
|
)
|
|
$
|
(3.39
|
)
|
|
|
$
|
(16.08
|
)
|
(a)
|
Interest expense on the former convertible notes, net of tax, was
$3.0 million
in the three months ended June 30, 2014 and
$6.0 million
in the six months ended June 30, 2014. 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 resulted 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 net losses in the three and six months ended June 30, 2015.
|
(c)
|
Conversion of the convertible preferred stock of the Predecessor Company was limited based on NYSE rules requiring shareholder approval.
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
|
Successor
|
|
|
Predecessor
|
|
||||||||
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||||||
Options excluded from diluted net income per share
|
75,000
|
|
|
|
200
|
|
|
|
75,000
|
|
|
|
200
|
|
|
||||
Warrants excluded from diluted net income per share
|
N/A
|
|
|
|
250,000
|
|
|
|
N/A
|
|
|
|
250,000
|
|
|
||||
Exercise price of excluded options
|
$
|
5.62
|
|
|
|
$
|
283.25
|
|
to
|
|
$
|
5.62
|
|
|
|
$
|
283.25
|
|
to
|
|
|
|
|
$
|
357.00
|
|
|
|
|
|
|
$
|
357.00
|
|
|
||||
Exercise price of excluded warrants
|
N/A
|
|
|
|
$
|
187.50
|
|
|
|
N/A
|
|
|
|
$
|
187.50
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
(in millions)
|
2015
|
|
|
2014
|
|
2015
|
|
|
2014
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||
LEU segment:
|
|
|
|
|
|
|
|
|
|
||||||||
Separative work units
|
$
|
42.2
|
|
|
|
$
|
104.5
|
|
|
$
|
145.8
|
|
|
|
$
|
250.1
|
|
Uranium
|
—
|
|
|
|
—
|
|
|
43.2
|
|
|
|
—
|
|
||||
|
42.2
|
|
|
|
104.5
|
|
|
189.0
|
|
|
|
250.1
|
|
||||
Contract services segment
|
21.1
|
|
|
|
16.7
|
|
|
42.1
|
|
|
|
19.7
|
|
||||
Revenue
|
$
|
63.3
|
|
|
|
$
|
121.2
|
|
|
$
|
231.1
|
|
|
|
$
|
269.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Gross Profit (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
LEU segment
|
$
|
5.5
|
|
|
|
$
|
3.7
|
|
|
$
|
12.7
|
|
|
|
$
|
(16.0
|
)
|
Contract services segment
|
(1.2
|
)
|
|
|
(0.2
|
)
|
|
(1.5
|
)
|
|
|
(1.4
|
)
|
||||
Gross profit (loss)
|
$
|
4.3
|
|
|
|
$
|
3.5
|
|
|
$
|
11.2
|
|
|
|
$
|
(17.4
|
)
|
•
|
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.
|
|
June 30,
2015 |
|
December 31, 2014
|
|
June 30,
2014 |
||||||
SWU:
|
|
|
|
|
|
||||||
Long-term price indicator ($/SWU)
|
$
|
82.00
|
|
|
$
|
90.00
|
|
|
$
|
95.00
|
|
Spot price indicator ($/SWU)
|
70.00
|
|
|
88.00
|
|
|
93.00
|
|
|||
UF
6
:
|
|
|
|
|
|
|
|
|
|||
Long-term price composite ($/KgU)
|
136.19
|
|
|
146.64
|
|
|
130.97
|
|
|||
Spot price indicator ($/KgU)
|
101.50
|
|
|
100.50
|
|
|
80.75
|
|
•
|
Additional short-term sales;
|
•
|
Timing of customer orders and related SWU deliveries;
|
•
|
The outcome of legal proceedings and other contingencies;
|
•
|
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.
|
|
Three Months Ended
June 30,
|
|
|
|
|
||||||||||
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|||||||
|
2015
|
|
|
2014
|
|
Change
|
|
%
|
|||||||
LEU segment
|
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
SWU revenue
|
$
|
42.2
|
|
|
|
$
|
104.5
|
|
|
$
|
(62.3
|
)
|
|
(60
|
)%
|
Uranium revenue
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Total
|
42.2
|
|
|
|
104.5
|
|
|
(62.3
|
)
|
|
(60
|
)%
|
|||
Cost of sales
|
36.7
|
|
|
|
100.8
|
|
|
64.1
|
|
|
64
|
%
|
|||
Gross profit
|
$
|
5.5
|
|
|
|
$
|
3.7
|
|
|
$
|
1.8
|
|
|
49
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Contract services segment
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
21.1
|
|
|
|
$
|
16.7
|
|
|
$
|
4.4
|
|
|
26
|
%
|
Cost of sales
|
22.3
|
|
|
|
16.9
|
|
|
(5.4
|
)
|
|
(32
|
)%
|
|||
Gross (loss)
|
$
|
(1.2
|
)
|
|
|
$
|
(0.2
|
)
|
|
$
|
(1.0
|
)
|
|
(500
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
63.3
|
|
|
|
$
|
121.2
|
|
|
$
|
(57.9
|
)
|
|
(48
|
)%
|
Cost of sales
|
59.0
|
|
|
|
117.7
|
|
|
58.7
|
|
|
50
|
%
|
|||
Gross profit
|
$
|
4.3
|
|
|
|
$
|
3.5
|
|
|
$
|
0.8
|
|
|
23
|
%
|
|
Six Months Ended
June 30,
|
|
|
|
|
||||||||||
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|||||||
|
2015
|
|
|
2014
|
|
Change
|
|
%
|
|||||||
LEU segment
|
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
SWU revenue
|
$
|
145.8
|
|
|
|
$
|
250.1
|
|
|
$
|
(104.3
|
)
|
|
(42
|
)%
|
Uranium revenue
|
43.2
|
|
|
|
—
|
|
|
43.2
|
|
|
—
|
%
|
|||
Total
|
189.0
|
|
|
|
250.1
|
|
|
(61.1
|
)
|
|
(24
|
)%
|
|||
Cost of sales
|
176.3
|
|
|
|
266.1
|
|
|
89.8
|
|
|
34
|
%
|
|||
Gross profit (loss)
|
$
|
12.7
|
|
|
|
$
|
(16.0
|
)
|
|
$
|
28.7
|
|
|
179
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Contract services segment
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
42.1
|
|
|
|
$
|
19.7
|
|
|
$
|
22.4
|
|
|
114
|
%
|
Cost of sales
|
43.6
|
|
|
|
21.1
|
|
|
(22.5
|
)
|
|
(107
|
)%
|
|||
Gross (loss)
|
$
|
(1.5
|
)
|
|
|
$
|
(1.4
|
)
|
|
$
|
(0.1
|
)
|
|
(7
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
231.1
|
|
|
|
$
|
269.8
|
|
|
$
|
(38.7
|
)
|
|
(14
|
)%
|
Cost of sales
|
219.9
|
|
|
|
287.2
|
|
|
67.3
|
|
|
23
|
%
|
|||
Gross profit (loss)
|
$
|
11.2
|
|
|
|
$
|
(17.4
|
)
|
|
$
|
28.6
|
|
|
164
|
%
|
|
Three Months Ended
June 30,
|
|
|
|
|
||||||||||
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|||||||
|
2015
|
|
|
2014
|
|
Change
|
|
%
|
|||||||
Cost of sales for the LEU segment:
|
|
|
|
|
|
|
|
|
|||||||
SWU and uranium
|
$
|
32.8
|
|
|
|
$
|
86.5
|
|
|
$
|
53.7
|
|
|
62
|
%
|
Direct charges
|
3.9
|
|
|
|
14.3
|
|
|
10.4
|
|
|
73
|
%
|
|||
Total
|
$
|
36.7
|
|
|
|
$
|
100.8
|
|
|
64.1
|
|
|
64
|
%
|
|
Six Months Ended
June 30,
|
|
|
|
|
||||||||||
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|||||||
|
2015
|
|
|
2014
|
|
Change
|
|
%
|
|||||||
Cost of sales for the LEU segment:
|
|
|
|
|
|
|
|
|
|||||||
SWU and uranium
|
$
|
167.7
|
|
|
|
$
|
216.9
|
|
|
$
|
49.2
|
|
|
23
|
%
|
Direct charges
|
8.6
|
|
|
|
49.2
|
|
|
40.6
|
|
|
83
|
%
|
|||
Total
|
$
|
176.3
|
|
|
|
$
|
266.1
|
|
|
89.8
|
|
|
34
|
%
|
-
|
Operating expenses of $3.9 million and $8.3 million in the three and six months ended June 30, 2015, compared to $8.7 million and $35.7 million in the corresponding periods in 2014. Charges in 2015 include off-site inventory management and logistics costs. Charges in 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 and $0.3 million in the three and six months ended June 30, 2015, compared to $5.1 million and $11.7 million in the three and six months ended June 30, 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 $0.5 million and $1.8 million in the three and six months ended June 30, 2014. Paducah GDP asset depreciation was completed as of June 30, 2014.
|
|
Three Months Ended
June 30,
|
|
|
|
|
||||||||||
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|||||||
|
2015
|
|
|
2014
|
|
Change
|
|
%
|
|||||||
Gross profit
|
$
|
4.3
|
|
|
|
$
|
3.5
|
|
|
$
|
0.8
|
|
|
23
|
%
|
Advanced technology costs
|
4.0
|
|
|
|
18.0
|
|
|
14.0
|
|
|
78
|
%
|
|||
Selling, general and administrative
|
6.3
|
|
|
|
10.1
|
|
|
3.8
|
|
|
38
|
%
|
|||
Amortization of intangible assets
|
2.0
|
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
%
|
|||
Special charges for workforce reductions
|
2.9
|
|
|
|
2.5
|
|
|
(0.4
|
)
|
|
(16
|
)%
|
|||
Other (income)
|
(0.7
|
)
|
|
|
(8.4
|
)
|
|
(7.7
|
)
|
|
(92
|
)%
|
|||
Operating (loss)
|
(10.2
|
)
|
|
|
(18.7
|
)
|
|
8.5
|
|
|
45
|
%
|
|||
Interest expense
|
4.9
|
|
|
|
4.7
|
|
|
(0.2
|
)
|
|
(4
|
)%
|
|||
Interest (income)
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Reorganization items, net
|
—
|
|
|
|
4.7
|
|
|
4.7
|
|
|
100
|
%
|
|||
(Loss) from before income taxes
|
(15.1
|
)
|
|
|
(28.1
|
)
|
|
13.0
|
|
|
46
|
%
|
|||
Provision (benefit) for income taxes
|
—
|
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(100
|
)%
|
|||
Net (loss)
|
$
|
(15.1
|
)
|
|
|
$
|
(28.0
|
)
|
|
$
|
12.9
|
|
|
46
|
%
|
|
Six Months Ended
June 30,
|
|
|
|
|
||||||||||
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|||||||
|
2015
|
|
|
2014
|
|
Change
|
|
%
|
|||||||
Gross profit (loss)
|
$
|
11.2
|
|
|
|
$
|
(17.4
|
)
|
|
$
|
28.6
|
|
|
164
|
%
|
Advanced technology costs
|
5.8
|
|
|
|
51.3
|
|
|
45.5
|
|
|
89
|
%
|
|||
Selling, general and administrative
|
18.6
|
|
|
|
21.8
|
|
|
3.2
|
|
|
15
|
%
|
|||
Amortization of intangible assets
|
6.0
|
|
|
|
—
|
|
|
(6.0
|
)
|
|
—
|
%
|
|||
Special charges for workforce reductions
|
3.5
|
|
|
|
2.0
|
|
|
(1.5
|
)
|
|
(75
|
)%
|
|||
Other (income)
|
(1.5
|
)
|
|
|
(34.6
|
)
|
|
(33.1
|
)
|
|
(96
|
)%
|
|||
Operating (loss)
|
(21.2
|
)
|
|
|
(57.9
|
)
|
|
36.7
|
|
|
63
|
%
|
|||
Interest expense
|
9.8
|
|
|
|
9.3
|
|
|
(0.5
|
)
|
|
(5
|
)%
|
|||
Interest (income)
|
(0.2
|
)
|
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(50
|
)%
|
|||
Reorganization items, net
|
—
|
|
|
|
13.1
|
|
|
13.1
|
|
|
100
|
%
|
|||
(Loss) from before income taxes
|
(30.8
|
)
|
|
|
(79.9
|
)
|
|
49.1
|
|
|
61
|
%
|
|||
Provision (benefit) for income taxes
|
(0.3
|
)
|
|
|
(1.1
|
)
|
|
(0.8
|
)
|
|
(73
|
)%
|
|||
Net (loss)
|
$
|
(30.5
|
)
|
|
|
$
|
(78.8
|
)
|
|
$
|
48.3
|
|
|
61
|
%
|
|
Six Months Ended
June 30,
|
|||||||
|
Successor
|
|
|
Predecessor
|
||||
|
2015
|
|
|
2014
|
||||
Net Cash (Used in) Operating Activities
|
$
|
(5.8
|
)
|
|
|
$
|
(193.4
|
)
|
Net Cash Provided by Investing Activities
|
5.5
|
|
|
|
2.6
|
|
||
Net Cash (Used in) Financing Activities
|
—
|
|
|
|
(0.1
|
)
|
||
Net (Decrease) in Cash and Cash Equivalents
|
$
|
(0.3
|
)
|
|
|
$
|
(190.9
|
)
|
|
June 30,
2015
|
|
December 31,
2014
|
||||
|
(millions)
|
||||||
Cash and cash equivalents
|
$
|
218.5
|
|
|
$
|
218.8
|
|
Accounts receivable, net
|
27.1
|
|
|
58.9
|
|
||
Inventories, net
|
185.2
|
|
|
303.3
|
|
||
Other current assets and liabilities, net
|
(82.0
|
)
|
|
(215.0
|
)
|
||
Working capital
|
$
|
348.8
|
|
|
$
|
366.0
|
|
|
|
|
Centrus Energy Corp.
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
August 7, 2015
|
By:
|
/s/ Stephen S. Greene
|
|
|
|
|
Stephen S. Greene
|
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
||
|
|
(Duly Authorized Officer and Principal Financial Officer)
|
Exhibit No.
|
Description
|
|
|
10.1
|
Letter Agreement, dated June 22, 2015, supplementing the Enriched Product Transitional Supply Contract dated March 23, 2011 between United States Enrichment Corporation and TENEX. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2). (a)
|
|
|
10.2
|
Modification 20 dated April 14, 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 21 dated May 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)
|
|
|
10.4
|
Modification 22 dated June 15, 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)
|
|
|
10.5
|
Centrus Energy Corp. Executive Deferred Compensation Plan, as amended and restated. (a) (b)
|
|
|
31.1
|
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)
|
|
|
31.2
|
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)
|
|
|
32.1
|
Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350. (a)
|
|
|
101
|
Condensed consolidated financial statements from the quarterly report on Form 10-Q for the quarter ended June 30, 2015, filed in interactive data file (XBRL) format.
|
(a)
|
Filed herewith.
|
(b)
|
Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this report.
|
Ref:
|
Enriched Product Transitional Supply Contract, TENEX Contract No. 08843672/110033-051, USEC Contract No. EC-SC01-11-UE-03127, as amended (the “
Contract
”)
|
Subject:
|
Modification to the Contract
|
|
|
CENTRUS ENERGY CORP.
|
|
|
|
|
|
By:
/s/ Richard V. Rowland
|
|
|
Name: Richard V. Rowland
|
|
|
Title: Vice President, Human Resources
|
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.
|
August 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.
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August 7, 2015
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/s/ Stephen S. Greene
|
|
Stephen S. Greene
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
August 7, 2015
|
/s/ Daniel B. Poneman
|
|
Daniel B. Poneman
|
|
President and Chief Executive Officer
|
August 7, 2015
|
/s/ Stephen S. Greene
|
|
Stephen S. Greene
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|