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
|
ý
|
Smaller reporting company
|
ý
|
|
Emerging growth company
|
o
|
|
|
|
Title of Each Class
|
Trading Symbol
|
Name of Each Exchange on Which Registered
|
Class A Common Stock, par value $0.10 per share
|
LEU
|
NYSE American
|
Rights to purchase Series A Participating Cumulative Preferred Stock, par value $1.00 per share
|
LEU*
|
Not applicable
|
|
|
Page
|
|
PART I – FINANCIAL INFORMATION
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
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||
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|
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PART II – OTHER INFORMATION
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
77.2
|
|
|
$
|
123.1
|
|
Accounts receivable
|
19.1
|
|
|
60.2
|
|
||
Inventories
|
105.2
|
|
|
129.7
|
|
||
Deferred costs associated with deferred revenue
|
136.1
|
|
|
134.9
|
|
||
Deposits for financial assurance
|
17.2
|
|
|
30.3
|
|
||
Other current assets
|
8.3
|
|
|
6.3
|
|
||
Total current assets
|
363.1
|
|
|
484.5
|
|
||
Property, plant and equipment, net of accumulated depreciation of $2.1 as of September 30, 2019 and $1.6 as of December 31, 2018
|
3.8
|
|
|
4.2
|
|
||
Deposits for financial assurance
|
5.7
|
|
|
6.3
|
|
||
Intangible assets, net
|
71.9
|
|
|
76.0
|
|
||
Other long-term assets
|
6.7
|
|
|
0.7
|
|
||
Total assets
|
$
|
451.2
|
|
|
$
|
571.7
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
42.0
|
|
|
$
|
52.4
|
|
Payables under SWU purchase agreements
|
13.0
|
|
|
46.0
|
|
||
Inventories owed to customers and suppliers
|
36.9
|
|
|
103.0
|
|
||
Deferred revenue and advances from customers
|
233.1
|
|
|
204.5
|
|
||
Current debt
|
6.1
|
|
|
32.8
|
|
||
Total current liabilities
|
331.1
|
|
|
438.7
|
|
||
Long-term debt
|
114.1
|
|
|
120.2
|
|
||
Postretirement health and life benefit obligations
|
130.3
|
|
|
136.2
|
|
||
Pension benefit liabilities
|
159.0
|
|
|
168.9
|
|
||
Advances from customers
|
29.4
|
|
|
15.0
|
|
||
Other long-term liabilities
|
22.7
|
|
|
14.6
|
|
||
Total liabilities
|
786.6
|
|
|
893.6
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
Stockholders’ deficit:
|
|
|
|
||||
Preferred stock, par value $1.00 per share, 20,000,000 shares authorized
|
|
|
|
||||
Series A Participating Cumulative Preferred Stock, none issued
|
—
|
|
|
—
|
|
||
Series B Senior Preferred Stock, 7.5% cumulative, 104,574 shares issued and outstanding and an aggregate liquidation preference of $125.2 as of September 30, 2019 and $119.3 as of December 31, 2018
|
4.6
|
|
|
4.6
|
|
||
Class A Common Stock, par value $0.10 per share, 70,000,000 shares authorized, 8,051,307 and 8,031,308 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
|
0.8
|
|
|
0.8
|
|
||
Class B Common Stock, par value $0.10 per share, 30,000,000 shares authorized, 1,406,082 shares issued and outstanding as of September 30, 2019 and December 31, 2018
|
0.1
|
|
|
0.1
|
|
||
Excess of capital over par value
|
61.4
|
|
|
61.2
|
|
||
Accumulated deficit
|
(402.2
|
)
|
|
(388.5
|
)
|
||
Accumulated other comprehensive income, net of tax
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Total stockholders’ deficit
|
(335.4
|
)
|
|
(321.9
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
451.2
|
|
|
$
|
571.7
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Separative work units
|
$
|
75.0
|
|
|
$
|
17.6
|
|
|
$
|
87.4
|
|
|
$
|
68.2
|
|
Uranium
|
12.8
|
|
|
11.3
|
|
|
38.1
|
|
|
14.9
|
|
||||
Contract services
|
16.9
|
|
|
5.2
|
|
|
28.5
|
|
|
26.1
|
|
||||
Total revenue
|
104.7
|
|
|
34.1
|
|
|
154.0
|
|
|
109.2
|
|
||||
Cost of Sales:
|
|
|
|
|
|
|
|
||||||||
Separative work units and uranium
|
54.4
|
|
|
20.9
|
|
|
100.4
|
|
|
98.6
|
|
||||
Contract services
|
14.8
|
|
|
5.4
|
|
|
27.9
|
|
|
18.8
|
|
||||
Total cost of sales
|
69.2
|
|
|
26.3
|
|
|
128.3
|
|
|
117.4
|
|
||||
Gross profit (loss)
|
35.5
|
|
|
7.8
|
|
|
25.7
|
|
|
(8.2
|
)
|
||||
Advanced technology costs
|
1.3
|
|
|
5.8
|
|
|
13.0
|
|
|
19.2
|
|
||||
Selling, general and administrative
|
8.7
|
|
|
8.8
|
|
|
24.5
|
|
|
29.7
|
|
||||
Amortization of intangible assets
|
1.8
|
|
|
1.7
|
|
|
4.1
|
|
|
4.5
|
|
||||
Special charges (credits) for workforce reductions and advisory costs
|
0.8
|
|
|
0.6
|
|
|
(2.2
|
)
|
|
1.5
|
|
||||
Gain on sales of assets
|
(0.2
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
(0.3
|
)
|
||||
Operating income (loss)
|
23.1
|
|
|
(9.1
|
)
|
|
(13.0
|
)
|
|
(62.8
|
)
|
||||
Nonoperating components of net periodic benefit expense (income)
|
(0.1
|
)
|
|
(1.6
|
)
|
|
(0.2
|
)
|
|
(4.9
|
)
|
||||
Interest expense
|
0.9
|
|
|
1.0
|
|
|
2.9
|
|
|
3.0
|
|
||||
Investment income
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(1.9
|
)
|
|
(1.9
|
)
|
||||
Income (loss) before income taxes
|
22.8
|
|
|
(7.8
|
)
|
|
(13.8
|
)
|
|
(59.0
|
)
|
||||
Income tax benefit
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Net income (loss) and comprehensive income (loss)
|
22.8
|
|
|
(7.8
|
)
|
|
(13.7
|
)
|
|
(58.9
|
)
|
||||
Preferred stock dividends - undeclared and cumulative
|
1.9
|
|
|
1.9
|
|
|
5.9
|
|
|
5.9
|
|
||||
Net income (loss) allocable to common stockholders
|
$
|
20.9
|
|
|
$
|
(9.7
|
)
|
|
$
|
(19.6
|
)
|
|
$
|
(64.8
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
2.18
|
|
|
$
|
(1.06
|
)
|
|
$
|
(2.05
|
)
|
|
$
|
(7.11
|
)
|
Diluted
|
$
|
2.17
|
|
|
$
|
(1.06
|
)
|
|
$
|
(2.05
|
)
|
|
$
|
(7.11
|
)
|
Average number of common shares outstanding (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
9,582
|
|
|
9,133
|
|
|
9,560
|
|
|
9,118
|
|
||||
Diluted
|
9,626
|
|
|
9,133
|
|
|
9,560
|
|
|
9,118
|
|
|
Nine Months Ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
OPERATING
|
|
|
|
||||
Net loss
|
$
|
(13.7
|
)
|
|
$
|
(58.9
|
)
|
Adjustments to reconcile net loss to cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
4.5
|
|
|
5.1
|
|
||
PIK interest on paid-in-kind toggle notes
|
1.1
|
|
|
1.2
|
|
||
Gain on sales of assets
|
(0.7
|
)
|
|
(0.3
|
)
|
||
Inventory valuation adjustments
|
2.3
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
31.3
|
|
|
57.6
|
|
||
Inventories, net
|
(9.3
|
)
|
|
30.6
|
|
||
Payables under SWU purchase agreements
|
(33.0
|
)
|
|
(64.8
|
)
|
||
Deferred revenue and advances from customers, net of deferred costs
|
18.9
|
|
|
(16.7
|
)
|
||
Accounts payable and other liabilities
|
(11.2
|
)
|
|
(10.3
|
)
|
||
Pension and postretirement liabilities
|
(15.9
|
)
|
|
(21.4
|
)
|
||
Other, net
|
(0.8
|
)
|
|
0.2
|
|
||
Cash used in operating activities
|
(26.5
|
)
|
|
(77.7
|
)
|
||
|
|
|
|
||||
INVESTING
|
|
|
|
||||
Capital expenditures
|
—
|
|
|
(0.1
|
)
|
||
Proceeds from sales of assets
|
0.7
|
|
|
0.4
|
|
||
Cash provided by investing activities
|
0.7
|
|
|
0.3
|
|
||
|
|
|
|
||||
FINANCING
|
|
|
|
||||
Principal payments on debt
|
(27.5
|
)
|
|
—
|
|
||
Payments for deferred financing costs
|
(0.2
|
)
|
|
—
|
|
||
Payment of interest classified as debt
|
(6.1
|
)
|
|
(6.1
|
)
|
||
Cash used in financing activities
|
(33.8
|
)
|
|
(6.1
|
)
|
||
|
|
|
|
||||
Decrease in cash, cash equivalents and restricted cash
|
(59.6
|
)
|
|
(83.5
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period (1)
|
159.7
|
|
|
244.8
|
|
||
Cash, cash equivalents and restricted cash, end of period (1)
|
$
|
100.1
|
|
|
$
|
161.3
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Interest paid in cash
|
$
|
1.5
|
|
|
$
|
0.8
|
|
Non-cash activities:
|
|
|
|
||||
Conversion of interest payable-in-kind to debt
|
$
|
0.7
|
|
|
$
|
1.7
|
|
Deferred financing costs included in accounts payable and accrued liabilities
|
$
|
0.4
|
|
|
$
|
—
|
|
Right to use lease assets acquired under operating lease
|
$
|
2.9
|
|
|
$
|
—
|
|
Disposal of right to use lease assets for early termination
|
$
|
0.2
|
|
|
$
|
—
|
|
|
Preferred Stock,
Series B
|
|
Common Stock,
Class A,
Par Value
$.10 per Share
|
|
Common Stock,
Class B,
Par Value
$.10 per Share
|
|
Excess of
Capital Over
Par Value
|
|
Accumulated Deficit
|
|
Accumulated
Other Comprehensive Income (Loss)
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2018
|
$
|
4.6
|
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
$
|
61.2
|
|
|
$
|
(388.5
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(321.9
|
)
|
Net loss for the three months ended March 31, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.9
|
)
|
|
—
|
|
|
(20.9
|
)
|
|||||||
Issuance and amortization of restricted stock units and stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||||
Balance at March 31, 2019
|
4.6
|
|
|
0.8
|
|
|
0.1
|
|
|
61.3
|
|
|
(409.4
|
)
|
|
(0.1
|
)
|
|
(342.7
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss for the three months ended June 30, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.6
|
)
|
|
—
|
|
|
(15.6
|
)
|
|||||||
Balance at June 30, 2019
|
4.6
|
|
|
0.8
|
|
|
0.1
|
|
|
61.3
|
|
|
(425.0
|
)
|
|
(0.1
|
)
|
|
(358.3
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income for the three months ended September 30, 2019
|
|
|
|
|
|
|
|
|
22.8
|
|
|
|
|
22.8
|
|
||||||||||||
Issuance and amortization of restricted stock units and stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||||
Balance at September 30, 2019
|
$
|
4.6
|
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
$
|
61.4
|
|
|
$
|
(402.2
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(335.4
|
)
|
|
Preferred Stock,
Series B
|
|
Common Stock,
Class A,
Par Value
$.10 per Share
|
|
Common Stock,
Class B,
Par Value
$.10 per Share
|
|
Excess of
Capital Over
Par Value
|
|
Accumulated Deficit
|
|
Accumulated
Other Comprehensive Income (Loss)
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2017
|
$
|
4.6
|
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
$
|
60.0
|
|
|
$
|
(284.5
|
)
|
|
$
|
0.1
|
|
|
$
|
(218.9
|
)
|
Adoption of Accounting Standards Codification 606 as of January 1, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||||
Net loss for the three months ended March 31, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25.0
|
)
|
|
—
|
|
|
(25.0
|
)
|
|||||||
Issuance and amortization of restricted stock units and stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
$
|
0.1
|
|
||||||
Balance at March 31, 2018
|
4.6
|
|
|
0.8
|
|
|
0.1
|
|
|
60.1
|
|
|
(309.4
|
)
|
|
0.1
|
|
|
$
|
(243.7
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss for the three months ended June 30, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26.1
|
)
|
|
—
|
|
|
(26.1
|
)
|
|||||||
Other comprehensive loss, net of tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||||
Issuance and amortization of restricted stock units and stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||||
Balance at June 30, 2018
|
4.6
|
|
|
0.8
|
|
|
0.1
|
|
|
60.2
|
|
|
(335.5
|
)
|
|
—
|
|
|
(269.8
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss for the three months ended September 30, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.8
|
)
|
|
—
|
|
|
(7.8
|
)
|
|||||||
Issuance and amortization of restricted stock units and stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||||
Balance at September 30, 2018
|
$
|
4.6
|
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
$
|
60.3
|
|
|
$
|
(343.3
|
)
|
|
$
|
—
|
|
|
$
|
(277.5
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
United States
|
$
|
53.7
|
|
|
$
|
0.3
|
|
|
$
|
91.4
|
|
|
$
|
54.3
|
|
Foreign
|
34.1
|
|
|
28.6
|
|
|
34.1
|
|
|
28.8
|
|
||||
Revenue - SWU and uranium
|
$
|
87.8
|
|
|
$
|
28.9
|
|
|
$
|
125.5
|
|
|
$
|
83.1
|
|
|
|
September 30,
2019
|
|
December 31, 2018
|
|
Year-To-Date Change
|
||||||
Contract assets
|
|
|
|
|
|
|
||||||
Accounts receivable:
|
|
|
|
|
|
|
||||||
Billed
|
|
$
|
8.8
|
|
|
$
|
50.4
|
|
|
$
|
(41.6
|
)
|
Unbilled
|
|
10.3
|
|
|
—
|
|
|
10.3
|
|
|||
Uranium feed receivable
|
|
—
|
|
|
9.8
|
|
|
(9.8
|
)
|
|||
Accounts receivable
|
|
$
|
19.1
|
|
|
$
|
60.2
|
|
|
$
|
(41.1
|
)
|
|
|
|
|
|
|
|
||||||
Deferred costs associated with deferred revenue
|
|
$
|
136.1
|
|
|
$
|
134.9
|
|
|
$
|
1.2
|
|
|
|
|
|
|
|
|
||||||
Contract liabilities
|
|
|
|
|
|
|
||||||
Accounts payable and accrued liabilities
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Deferred revenue - current
|
|
$
|
209.8
|
|
|
$
|
204.5
|
|
|
$
|
5.3
|
|
Advances from customers - current
|
|
$
|
23.3
|
|
|
$
|
—
|
|
|
$
|
23.3
|
|
Advances from customers - noncurrent
|
|
$
|
29.4
|
|
|
$
|
15.0
|
|
|
$
|
14.4
|
|
|
Deferred Sales in the Period
|
|
Previously Deferred Sales Recognized in the Period
|
|
Year-To-Date Change
|
||||||
Deferred costs associated with deferred revenue
|
$
|
3.8
|
|
|
$
|
(2.6
|
)
|
|
$
|
1.2
|
|
Deferred revenue
|
16.0
|
|
|
(10.7
|
)
|
|
5.3
|
|
|
|
Liability
December 31,
2018
|
|
Nine Months Ended
September 30, 2019 |
|
Liability
September 30,
2019
|
||||||||||
|
|
|
Charges (Credits) for Termination Benefits
|
|
Paid/
Settled
|
|
||||||||||
Workforce reductions:
|
|
|
|
|
|
|
|
|
||||||||
Corporate functions
|
|
$
|
0.9
|
|
|
$
|
0.7
|
|
|
$
|
(0.8
|
)
|
|
$
|
0.8
|
|
Piketon facility
|
|
3.2
|
|
|
(2.9
|
)
|
|
(0.1
|
)
|
|
0.2
|
|
||||
Total
|
|
$
|
4.1
|
|
|
$
|
(2.2
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
1.0
|
|
|
September 30,
2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Cash and cash equivalents
|
$
|
77.2
|
|
|
$
|
123.1
|
|
Deposits for financial assurance - current
|
17.2
|
|
|
30.3
|
|
||
Deposits for financial assurance - noncurrent
|
5.7
|
|
|
6.3
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
100.1
|
|
|
$
|
159.7
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Current
|
|
Long-Term
|
|
Current
|
|
Long-Term
|
||||||||
NRC license
|
$
|
17.0
|
|
|
$
|
—
|
|
|
$
|
16.6
|
|
|
$
|
—
|
|
DOE lease
|
—
|
|
|
—
|
|
|
13.5
|
|
|
—
|
|
||||
Workers compensation
|
—
|
|
|
5.4
|
|
|
—
|
|
|
6.0
|
|
||||
Other
|
0.2
|
|
|
0.3
|
|
|
0.2
|
|
|
0.3
|
|
||||
Total deposits for financial assurance
|
$
|
17.2
|
|
|
$
|
5.7
|
|
|
$
|
30.3
|
|
|
$
|
6.3
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Current
Assets
|
|
Current
Liabilities
(a)
|
|
Inventories, Net
|
|
Current
Assets
|
|
Current
Liabilities
(a)
|
|
Inventories, Net
|
||||||||||||
Separative work units
|
$
|
12.1
|
|
|
$
|
—
|
|
|
$
|
12.1
|
|
|
$
|
20.1
|
|
|
$
|
3.6
|
|
|
$
|
16.5
|
|
Uranium
|
93.1
|
|
|
36.9
|
|
|
56.2
|
|
|
109.6
|
|
|
99.4
|
|
|
10.2
|
|
||||||
Total
|
$
|
105.2
|
|
|
$
|
36.9
|
|
|
$
|
68.3
|
|
|
$
|
129.7
|
|
|
$
|
103.0
|
|
|
$
|
26.7
|
|
(a)
|
Inventories owed to customers and suppliers, included in current liabilities, include SWU and uranium inventories owed to fabricators.
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||||||||
Sales order book
|
$
|
54.6
|
|
|
$
|
28.6
|
|
|
$
|
26.0
|
|
|
$
|
54.6
|
|
|
$
|
28.0
|
|
|
$
|
26.6
|
|
Customer relationships
|
68.9
|
|
|
23.0
|
|
|
45.9
|
|
|
68.9
|
|
|
19.5
|
|
|
49.4
|
|
||||||
Total
|
$
|
123.5
|
|
|
$
|
51.6
|
|
|
$
|
71.9
|
|
|
$
|
123.5
|
|
|
$
|
47.5
|
|
|
$
|
76.0
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Maturity
|
|
Current
|
|
Long-Term
|
|
Current
|
|
Long-Term
|
||||||||
8.25% Notes:
|
Feb. 2027
|
|
|
|
|
|
|
|
|
||||||||
Principal
|
|
|
$
|
—
|
|
|
$
|
74.3
|
|
|
$
|
—
|
|
|
$
|
74.3
|
|
Interest
|
|
|
6.1
|
|
|
39.8
|
|
|
6.1
|
|
|
45.9
|
|
||||
8.25% Notes
|
|
|
$
|
6.1
|
|
|
$
|
114.1
|
|
|
$
|
6.1
|
|
|
$
|
120.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
8% PIK Toggle Notes
|
Sep. 2019
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26.7
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
|
$
|
6.1
|
|
|
$
|
114.1
|
|
|
$
|
32.8
|
|
|
$
|
120.2
|
|
|
September 30, 2019
|
|
Classification on the Balance Sheet
|
||
Lease assets
|
$
|
6.4
|
|
|
Other long-term assets
|
Lease liabilities:
|
|
|
|
||
Current
|
2.0
|
|
|
Accounts payable and accrued liabilities
|
|
Noncurrent
|
6.8
|
|
|
Other long-term liabilities
|
|
Total lease liabilities
|
$
|
8.8
|
|
|
|
Remainder of 2019
|
$
|
0.7
|
|
2020
|
2.6
|
|
|
2021
|
2.6
|
|
|
2022
|
1.7
|
|
|
2023
|
1.0
|
|
|
Thereafter
|
3.8
|
|
|
Total lease payments
|
12.4
|
|
|
Less imputed interest
|
3.6
|
|
|
Present value of lease payments
|
$
|
8.8
|
|
2019
|
$
|
0.9
|
|
2020
|
0.9
|
|
|
2021
|
0.9
|
|
|
2022
|
1.0
|
|
|
2023
|
1.0
|
|
|
Thereafter
|
3.8
|
|
|
|
$
|
8.5
|
|
•
|
Level 1 – quoted prices for identical instruments in active markets.
|
•
|
Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.
|
•
|
Level 3 – valuations derived using one or more significant inputs that are not observable.
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
$
|
77.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77.2
|
|
|
$
|
123.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
123.1
|
|
Deferred compensation asset (a)
|
1.6
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred compensation obligation (a)
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
(a)
|
The deferred compensation obligation represents the balance of deferred compensation plus net investment earnings. The deferred compensation plan is funded through a rabbi trust. Trust funds are invested in mutual funds for which unit prices are quoted in active markets and are classified within Level 1 of the valuation hierarchy.
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying Value
|
|
Estimated Fair Value (a)
|
|
Carrying Value
|
|
Estimated Fair Value (a)
|
||||||||
8.25% Notes
|
$
|
120.2
|
|
(b)
|
$
|
59.6
|
|
|
$
|
126.3
|
|
(b)
|
$
|
57.9
|
|
8% PIK Toggle Notes
|
—
|
|
|
—
|
|
|
26.7
|
|
|
21.8
|
|
(b)
|
The carrying value of the 8.25% Notes consists of the principal balance of $74.3 million and the sum of current and noncurrent interest payment obligations until maturity. Refer to Note 7, Debt.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service costs
|
$
|
0.8
|
|
|
$
|
0.9
|
|
|
$
|
2.4
|
|
|
$
|
2.5
|
|
Interest costs
|
7.5
|
|
|
7.1
|
|
|
22.7
|
|
|
21.5
|
|
||||
Expected return on plan assets (gains)
|
(9.1
|
)
|
|
(10.3
|
)
|
|
(27.3
|
)
|
|
(30.7
|
)
|
||||
Net periodic benefit (credits)
|
$
|
(0.8
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(6.7
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Interest costs
|
$
|
1.5
|
|
|
$
|
1.5
|
|
|
$
|
4.5
|
|
|
$
|
4.4
|
|
Amortization of prior service costs (credits), net
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Net periodic benefit costs
|
$
|
1.5
|
|
|
$
|
1.5
|
|
|
$
|
4.4
|
|
|
$
|
4.3
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator (in millions):
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
22.8
|
|
|
$
|
(7.8
|
)
|
|
$
|
(13.7
|
)
|
|
$
|
(58.9
|
)
|
Preferred stock dividends - undeclared and cumulative
|
1.9
|
|
|
1.9
|
|
|
5.9
|
|
|
5.9
|
|
||||
Net income (loss) allocable to common stockholders
|
$
|
20.9
|
|
|
$
|
(9.7
|
)
|
|
$
|
(19.6
|
)
|
|
$
|
(64.8
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator (in thousands):
|
|
|
|
|
|
|
|
||||||||
Average common shares outstanding - basic
|
9,582
|
|
|
9,133
|
|
|
9,560
|
|
|
9,118
|
|
||||
Potentially dilutive shares related to stock options and restricted stock units (a)
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Average common shares outstanding - diluted
|
9,626
|
|
|
9,133
|
|
|
9,560
|
|
|
9,118
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share (in dollars):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
2.18
|
|
|
$
|
(1.06
|
)
|
|
$
|
(2.05
|
)
|
|
$
|
(7.11
|
)
|
Diluted
|
$
|
2.17
|
|
|
$
|
(1.06
|
)
|
|
$
|
(2.05
|
)
|
|
$
|
(7.11
|
)
|
|
|
|
|
|
|
|
|
||||||||
(a) Common stock equivalents excluded from the diluted calculation as a result of a net loss in the period (in thousands)
|
—
|
|
|
3
|
|
|
67
|
|
|
10
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Options outstanding and considered anti-dilutive as their exercise price exceeded the average share market price (in thousands)
|
460
|
|
|
360
|
|
|
460
|
|
|
360
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
LEU segment:
|
|
|
|
|
|
|
|
||||||||
Separative work units
|
$
|
75.0
|
|
|
$
|
17.6
|
|
|
$
|
87.4
|
|
|
$
|
68.2
|
|
Uranium
|
12.8
|
|
|
11.3
|
|
|
38.1
|
|
|
14.9
|
|
||||
Total
|
87.8
|
|
|
28.9
|
|
|
125.5
|
|
|
83.1
|
|
||||
Contract services segment
|
16.9
|
|
|
5.2
|
|
|
28.5
|
|
|
26.1
|
|
||||
Total revenue
|
$
|
104.7
|
|
|
$
|
34.1
|
|
|
$
|
154.0
|
|
|
$
|
109.2
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Gross Profit (Loss)
|
|
|
|
|
|
|
|
||||||||
LEU segment
|
$
|
33.4
|
|
|
$
|
8.0
|
|
|
$
|
25.1
|
|
|
$
|
(15.5
|
)
|
Contract services segment
|
2.1
|
|
|
(0.2
|
)
|
|
0.6
|
|
|
7.3
|
|
||||
Gross profit (loss)
|
$
|
35.5
|
|
|
$
|
7.8
|
|
|
$
|
25.7
|
|
|
$
|
(8.2
|
)
|
•
|
sales of the SWU component of LEU;
|
•
|
sales of both the SWU and uranium components of LEU; and
|
•
|
sales of natural uranium.
|
•
|
Additional purchases or sales of SWU and uranium;
|
•
|
Conditions in the LEU and energy markets, including pricing, demand, operations, and regulations;
|
•
|
Timing of customer orders, related deliveries, and purchases of LEU or components;
|
•
|
Contracts for any additional scope of work with UT-Battelle;
|
•
|
Financial market conditions and other factors that may affect pension and benefit liabilities and the value of related assets;
|
•
|
The outcome of legal proceedings and other contingencies;
|
•
|
Potential use of cash for strategic or financial initiatives;
|
•
|
Actions taken by customers, including actions that might affect existing contracts; and,
|
•
|
Market, international trade and other conditions impacting Centrus’ customers and the industry.
|
|
Three Months Ended
September 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
LEU segment
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
SWU revenue
|
$
|
75.0
|
|
|
$
|
17.6
|
|
|
$
|
57.4
|
|
|
326
|
%
|
Uranium revenue
|
12.8
|
|
|
11.3
|
|
|
1.5
|
|
|
13
|
%
|
|||
Total
|
87.8
|
|
|
28.9
|
|
|
58.9
|
|
|
204
|
%
|
|||
Cost of sales
|
54.4
|
|
|
20.9
|
|
|
(33.5
|
)
|
|
(160
|
)%
|
|||
Gross profit
|
$
|
33.4
|
|
|
$
|
8.0
|
|
|
$
|
25.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Contract services segment
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
16.9
|
|
|
$
|
5.2
|
|
|
$
|
11.7
|
|
|
225
|
%
|
Cost of sales
|
14.8
|
|
|
5.4
|
|
|
(9.4
|
)
|
|
(174
|
)%
|
|||
Gross profit (loss)
|
$
|
2.1
|
|
|
$
|
(0.2
|
)
|
|
$
|
2.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
104.7
|
|
|
$
|
34.1
|
|
|
$
|
70.6
|
|
|
207
|
%
|
Cost of sales
|
69.2
|
|
|
26.3
|
|
|
(42.9
|
)
|
|
(163
|
)%
|
|||
Gross profit
|
$
|
35.5
|
|
|
$
|
7.8
|
|
|
$
|
27.7
|
|
|
|
|
Nine Months Ended
September 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
LEU segment
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
SWU revenue
|
$
|
87.4
|
|
|
$
|
68.2
|
|
|
$
|
19.2
|
|
|
28
|
%
|
Uranium revenue
|
38.1
|
|
|
14.9
|
|
|
23.2
|
|
|
156
|
%
|
|||
Total
|
125.5
|
|
|
83.1
|
|
|
42.4
|
|
|
51
|
%
|
|||
Cost of sales
|
100.4
|
|
|
98.6
|
|
|
(1.8
|
)
|
|
(2
|
)%
|
|||
Gross profit (loss)
|
$
|
25.1
|
|
|
$
|
(15.5
|
)
|
|
$
|
40.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Contract services segment
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
28.5
|
|
|
$
|
26.1
|
|
|
$
|
2.4
|
|
|
9
|
%
|
Cost of sales
|
27.9
|
|
|
18.8
|
|
|
(9.1
|
)
|
|
(48
|
)%
|
|||
Gross profit
|
$
|
0.6
|
|
|
$
|
7.3
|
|
|
$
|
(6.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
154.0
|
|
|
$
|
109.2
|
|
|
$
|
44.8
|
|
|
41
|
%
|
Cost of sales
|
128.3
|
|
|
117.4
|
|
|
(10.9
|
)
|
|
(9
|
)%
|
|||
Gross profit (loss)
|
$
|
25.7
|
|
|
$
|
(8.2
|
)
|
|
$
|
33.9
|
|
|
|
|
Three Months Ended
September 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Gross profit (loss)
|
$
|
35.5
|
|
|
7.8
|
|
|
$
|
27.7
|
|
|
355
|
%
|
|
Advanced technology costs
|
1.3
|
|
|
5.8
|
|
|
4.5
|
|
|
78
|
%
|
|||
Selling, general and administrative
|
8.7
|
|
|
8.8
|
|
|
0.1
|
|
|
1
|
%
|
|||
Amortization of intangible assets
|
1.8
|
|
|
1.7
|
|
|
(0.1
|
)
|
|
(6
|
)%
|
|||
Special charges (credits) for workforce reductions and advisory costs
|
0.8
|
|
|
0.6
|
|
|
(0.2
|
)
|
|
(33
|
)%
|
|||
Gain on sales of assets
|
(0.2
|
)
|
|
—
|
|
|
0.2
|
|
|
|
|
|||
Operating income (loss)
|
23.1
|
|
|
(9.1
|
)
|
|
32.2
|
|
|
354
|
%
|
|||
Nonoperating components of net periodic benefit expense (income)
|
(0.1
|
)
|
|
(1.6
|
)
|
|
(1.5
|
)
|
|
(94
|
)%
|
|||
Interest expense
|
0.9
|
|
|
1.0
|
|
|
0.1
|
|
|
10
|
%
|
|||
Investment income
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(0.2
|
)
|
|
(29
|
)%
|
|||
Income (Loss) before income taxes
|
22.8
|
|
|
(7.8
|
)
|
|
30.6
|
|
|
392
|
%
|
|||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Net income (loss)
|
22.8
|
|
|
(7.8
|
)
|
|
30.6
|
|
|
392
|
%
|
|||
Preferred stock dividends - undeclared and cumulative
|
1.9
|
|
|
1.9
|
|
|
—
|
|
|
—
|
%
|
|||
Net income (loss) allocable to common stockholders
|
$
|
20.9
|
|
|
$
|
(9.7
|
)
|
|
$
|
30.6
|
|
|
315
|
%
|
|
Nine Months Ended
September 30, |
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Gross income (loss)
|
$
|
25.7
|
|
|
(8.2
|
)
|
|
$
|
33.9
|
|
|
413
|
%
|
|
Advanced technology costs
|
13.0
|
|
|
19.2
|
|
|
6.2
|
|
|
32
|
%
|
|||
Selling, general and administrative
|
24.5
|
|
|
29.7
|
|
|
5.2
|
|
|
18
|
%
|
|||
Amortization of intangible assets
|
4.1
|
|
|
4.5
|
|
|
0.4
|
|
|
9
|
%
|
|||
Special charges (credits) for workforce reductions and advisory costs
|
(2.2
|
)
|
|
1.5
|
|
|
3.7
|
|
|
247
|
%
|
|||
Gain on sales of assets
|
(0.7
|
)
|
|
(0.3
|
)
|
|
0.4
|
|
|
133
|
%
|
|||
Operating loss
|
(13.0
|
)
|
|
(62.8
|
)
|
|
49.8
|
|
|
79
|
%
|
|||
Nonoperating components of net periodic benefit expense (income)
|
(0.2
|
)
|
|
(4.9
|
)
|
|
(4.7
|
)
|
|
(96
|
)%
|
|||
Interest expense
|
2.9
|
|
|
3.0
|
|
|
0.1
|
|
|
3
|
%
|
|||
Investment income
|
(1.9
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
%
|
|||
Loss before income taxes
|
(13.8
|
)
|
|
(59.0
|
)
|
|
45.2
|
|
|
77
|
%
|
|||
Income tax benefit
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
%
|
|||
Net loss
|
(13.7
|
)
|
|
(58.9
|
)
|
|
45.2
|
|
|
77
|
%
|
|||
Preferred stock dividends - undeclared and cumulative
|
5.9
|
|
|
5.9
|
|
|
—
|
|
|
—
|
%
|
|||
Net loss allocable to common stockholders
|
$
|
(19.6
|
)
|
|
$
|
(64.8
|
)
|
|
$
|
45.2
|
|
|
70
|
%
|
|
Nine Months Ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
Cash used in operating activities
|
$
|
(26.5
|
)
|
|
$
|
(77.7
|
)
|
Cash provided by investing activities
|
0.7
|
|
|
0.3
|
|
||
Cash used in financing activities
|
(33.8
|
)
|
|
(6.1
|
)
|
||
Decrease in cash, cash equivalents and restricted cash
|
$
|
(59.6
|
)
|
|
$
|
(83.5
|
)
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Cash and cash equivalents
|
$
|
77.2
|
|
|
$
|
123.1
|
|
Accounts receivable
|
19.1
|
|
|
60.2
|
|
||
Inventories, net
|
68.3
|
|
|
26.7
|
|
||
Deposits for financial assurance
|
17.2
|
|
|
30.3
|
|
||
Current debt
|
(6.1
|
)
|
|
(32.8
|
)
|
||
Other current assets and liabilities, net
|
(143.7
|
)
|
|
(161.7
|
)
|
||
Working capital
|
$
|
32.0
|
|
|
$
|
45.8
|
|
Exhibit No.
|
Description
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
10.4
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
101
|
Unaudited condensed consolidated financial statements from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed in interactive data file (XBRL) format.
|
(a)
|
Filed herewith.
|
(b)
|
Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
|
|
Centrus Energy Corp.
|
|
|
November 8, 2019
|
/s/ Philip O. Strawbridge
|
|
Philip O. Strawbridge
|
|
Senior Vice President, Chief Financial Officer,
|
|
Chief Administrative Officer and Treasurer
|
|
(Duly Authorized Officer and Principal Financial Officer)
|
Re: 1.
|
Enriched Product Transitional Supply Contract, dated March 23, 2011, between Joint Stock Company “TENEX” (“TENEX”) and United States Enrichment Corporation (“USEC”), TENEX Contract No. 08843672/110033-051, USEC Contract No. EC-SC01-11-UE-03127 (the “Contract”)
|
2.
|
Letter Agreement, between TENEX and USEC, dated August 1, 2016, (the “Feed Letter Agreement”)
|
3.
|
Letter Agreement, between TENEX and USEC, dated June 12, 2018, amending the Feed Letter Agreement (the “Letter Agreement Amendment-1”)
|
4.
|
Letter Agreement, between TENEX and USEC, dated September 28, 2018, amending the Feed Letter Agreement (the “Letter Agreement Amendment-2”)
|
1.
|
For purpose of this letter agreement and the Amended Feed Letter Agreement, the term “Limit” shall mean the maximum (at any moment of time within the applicable period stipulated below) amount of Related Natural Uranium eligible to be outstanding Deferred Amounts under the Amended Feed Letter Agreement in 2019 and 2020. The following statements are provided for clarification:
|
(a)
|
The term “Deferred Amount” is defined in the Amended Feed Letter Agreement and means the amount of Related Natural Uranium that USEC may elect not to Deliver on the Feed Delivery Deadline or Feed Deadline Date (as both terms are defined in Section 7.03(a) of the Contract), which is the date when the Related Natural Uranium is due for Delivery under the Contract but instead to elect to Deliver, [****] permitted by the Contract, the Amended Feed Letter Agreement or this letter agreement, on or before the end of the Extension Period (as defined in Paragraph 1 of the Amended Feed Letter Agreement) applicable to such Deferred Amount.
|
(b)
|
USEC’s right to defer Delivery of such Related Natural Uranium is subject to [****].
|
(c)
|
A Deferred Amount is considered to be “outstanding” for so long as it has not been Delivered to TENEX.
|
2.
|
Notwithstanding anything to the contrary in Paragraph 3 of the Amended Feed Letter Agreement, the Limit at any time during the period through December 31, 2019 shall be equal to [****] KgU. Starting January 1, 2020, the Limit in 2020 shall be [****]
|
3.
|
For avoidance of doubt, as Deferred Amounts that were deferred in 2019 are Delivered to TENEX in 2020, USEC shall be permitted to defer Deliveries of Related Natural Uranium with respect to Deliveries of Related EUP in 2020, provided that, at no point in time shall the total outstanding Deferred Amounts exceed the Limit that is then applicable under Paragraph 2 of this letter agreement.
|
4.
|
Upon the expiration of the Limit in point (iv) of Paragraph 2 above at the end of the fourth quarter of 2020, USEC may not defer Deliveries of Related Natural Uranium with respect to Deliveries of Related EUP to be made under the Contract in 2021. Further, the Deferred Amounts that are outstanding as of December, 31, 2020 with respect to Deliveries of Related EUP made in 2020 shall be Delivered by USEC to TENEX in 2021 not later than the end of the Extension Period applicable to such Deferred Amounts and subject, in all cases, to continued payment of the Deferral Fee until such Deferred Amounts are Delivered to TENEX.
|
5.
|
Notwithstanding Paragraph 2 of the Amended Feed Letter Agreement, beginning from the date of this letter agreement through July 1, 2020, USEC shall have the right to Deliver, [****].
|
6.
|
In addition to USEC’s right to Deliver [****] under Paragraph 5 of this letter agreement and notwithstanding Paragraph 2 of the Amended Feed Letter Agreement, USEC shall have the right to Deliver [****]
|
7.
|
[****]
|
8.
|
The Parties further agree that the second, fourth and fifth paragraphs of Letter Agreement Amendment-2 shall continue to apply. Further, the third paragraph of Letter Agreement Amendment-2, which shall continue to apply, shall be modified as follows: (a) the phrase “through December 31, 2019” shall be replaced with “through December 31, 2020”, and (b) the phrase “in 2018 and 2019 Delivery Years” shall be replaced with “in the 2018, 2019, 2020 and 2021 Delivery Years.”
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9.
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For the avoidance of doubt, each Party shall fully comply with its obligations under this letter agreement and the Amended Feed Letter Agreement. This includes (i) the obligation of USEC to Deliver all Deferred Amounts not later than the end of the Extension Period applicable to such Deferred Amounts and to [****]
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Signed for and on behalf of
TENEX, Joint-Stock Company
/s/ Maria N. Vladimirova
(signature)
Maria N. Vladimirova
(name)
Deputy General Director for Commerce
(title)
September 30, 2019
(date)
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Signed for and on behalf of
United States Enrichment Corporation
/s/ Elmer W. Dyke
(signature)
Elmer W. Dyke
(name)
Senior Vice President, Business Operations and Chief Commercial Officer
(title)
September 23, 2019
(date)
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Re:
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1. Enriched Product Transitional Supply Contract, dated March 23, 2011, between Joint Stock Company “TENEX” (“TENEX”) and United States Enrichment Corporation (“USEC”), TENEX Contract No. 08843672/110033-051, USEC Contract No. EC-SC01-11-UE-03127 (the “TSC”)
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Re:
|
1. Enriched Product Transitional Supply Contract, dated March 23, 2011, between Joint Stock Company “TENEX” (“TENEX”) and United States Enrichment Corporation (“USEC”), TENEX Contract No. 08843672/110033-051, USEC Contract No. EC-SC01-11-UE-03127 (the “TSC”)
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1.
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I have reviewed this quarterly report on Form 10-Q of Centrus Energy Corp.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(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
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(d)
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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
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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 that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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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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November 8, 2019
|
/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 that 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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November 8, 2019
|
/s/ Philip O. Strawbridge
|
|
Philip O. Strawbridge
|
|
Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer
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November 8, 2019
|
/s/ Daniel B. Poneman
|
|
Daniel B. Poneman
|
|
President and Chief Executive Officer
|
November 8, 2019
|
/s/ Philip O. Strawbridge
|
|
Philip O. Strawbridge
|
|
Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer
|