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.)
|
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
|
Large accelerated filer
|
o
|
|
Accelerated filer
|
o
|
|
Non-accelerated filer
|
ý
|
Smaller reporting company
|
ý
|
|
Emerging growth company
|
o
|
|
|
|
|
|
Page
|
|
PART I – FINANCIAL INFORMATION
|
|
|
|
|
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||
|
||
|
||
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||
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||
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||
|
|
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PART II – OTHER INFORMATION
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
119.3
|
|
|
$
|
130.7
|
|
Accounts receivable
|
31.2
|
|
|
21.1
|
|
||
Inventories
|
83.0
|
|
|
64.5
|
|
||
Deferred costs associated with deferred revenue
|
145.4
|
|
|
144.1
|
|
||
Other current assets
|
7.2
|
|
|
9.2
|
|
||
Total current assets
|
386.1
|
|
|
369.6
|
|
||
Property, plant and equipment, net of accumulated depreciation of $2.4 as of June 30, 2020 and $2.2 as of December 31, 2019
|
3.6
|
|
|
3.7
|
|
||
Deposits for financial assurance
|
5.7
|
|
|
5.7
|
|
||
Intangible assets, net
|
66.4
|
|
|
69.5
|
|
||
Other long-term assets
|
7.1
|
|
|
7.4
|
|
||
Total assets
|
$
|
468.9
|
|
|
$
|
455.9
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
49.7
|
|
|
$
|
50.7
|
|
Payables under SWU purchase agreements
|
3.0
|
|
|
8.1
|
|
||
Inventories owed to customers and suppliers
|
7.6
|
|
|
5.6
|
|
||
Deferred revenue and advances from customers
|
248.2
|
|
|
266.3
|
|
||
Current debt
|
6.1
|
|
|
6.1
|
|
||
Total current liabilities
|
314.6
|
|
|
336.8
|
|
||
Long-term debt
|
111.0
|
|
|
114.1
|
|
||
Postretirement health and life benefit obligations
|
132.4
|
|
|
138.6
|
|
||
Pension benefit liabilities
|
131.6
|
|
|
141.8
|
|
||
Advances from customers
|
44.4
|
|
|
29.4
|
|
||
Other long-term liabilities
|
26.6
|
|
|
32.1
|
|
||
Total liabilities
|
760.6
|
|
|
792.8
|
|
||
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 $131.2 as of June 30, 2020 and $127.2 as of December 31, 2019
|
4.6
|
|
|
4.6
|
|
||
Class A Common Stock, par value $0.10 per share, 70,000,000 shares authorized, 8,783,189 and 8,347,427 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively
|
0.8
|
|
|
0.8
|
|
||
Class B Common Stock, par value $0.10 per share, 30,000,000 shares authorized, 719,200 and 1,117,462 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively
|
0.1
|
|
|
0.1
|
|
||
Excess of capital over par value
|
61.9
|
|
|
61.5
|
|
||
Accumulated deficit
|
(360.0
|
)
|
|
(405.0
|
)
|
||
Accumulated other comprehensive income, net of tax
|
0.9
|
|
|
1.1
|
|
||
Total stockholders’ deficit
|
(291.7
|
)
|
|
(336.9
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
468.9
|
|
|
$
|
455.9
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Separative work units
|
$
|
58.6
|
|
|
$
|
—
|
|
|
$
|
89.3
|
|
|
$
|
12.4
|
|
Uranium
|
4.8
|
|
|
2.6
|
|
|
4.8
|
|
|
25.3
|
|
||||
Technical solutions
|
12.3
|
|
|
8.0
|
|
|
26.6
|
|
|
11.6
|
|
||||
Total revenue
|
75.7
|
|
|
10.6
|
|
|
120.7
|
|
|
49.3
|
|
||||
Cost of Sales:
|
|
|
|
|
|
|
|
||||||||
Separative work units and uranium
|
18.9
|
|
|
7.7
|
|
|
32.2
|
|
|
46.0
|
|
||||
Technical solutions
|
13.0
|
|
|
7.2
|
|
|
25.1
|
|
|
13.1
|
|
||||
Total cost of sales
|
31.9
|
|
|
14.9
|
|
|
57.3
|
|
|
59.1
|
|
||||
Gross profit (loss)
|
43.8
|
|
|
(4.3
|
)
|
|
63.4
|
|
|
(9.8
|
)
|
||||
Advanced technology costs
|
0.7
|
|
|
5.1
|
|
|
1.6
|
|
|
11.7
|
|
||||
Selling, general and administrative
|
10.4
|
|
|
7.7
|
|
|
18.9
|
|
|
15.8
|
|
||||
Amortization of intangible assets
|
1.7
|
|
|
1.2
|
|
|
3.1
|
|
|
2.3
|
|
||||
Special charges (credits) for workforce reductions
|
—
|
|
|
(2.9
|
)
|
|
(0.1
|
)
|
|
(3.0
|
)
|
||||
Gain on sales of assets
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.5
|
)
|
||||
Operating income (loss)
|
31.0
|
|
|
(15.3
|
)
|
|
39.9
|
|
|
(36.1
|
)
|
||||
Nonoperating components of net periodic benefit expense (income)
|
(2.2
|
)
|
|
—
|
|
|
(4.4
|
)
|
|
(0.1
|
)
|
||||
Interest expense
|
—
|
|
|
1.0
|
|
|
0.1
|
|
|
2.0
|
|
||||
Investment income
|
—
|
|
|
(0.7
|
)
|
|
(0.4
|
)
|
|
(1.4
|
)
|
||||
Income (loss) before income taxes
|
33.2
|
|
|
(15.6
|
)
|
|
44.6
|
|
|
(36.6
|
)
|
||||
Income tax expense (benefit)
|
(0.5
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
(0.1
|
)
|
||||
Net income (loss) and comprehensive income (loss)
|
33.7
|
|
|
(15.6
|
)
|
|
45.0
|
|
|
(36.5
|
)
|
||||
Preferred stock dividends - undeclared and cumulative
|
2.0
|
|
|
2.0
|
|
|
4.0
|
|
|
4.0
|
|
||||
Net income (loss) allocable to common stockholders
|
$
|
31.7
|
|
|
$
|
(17.6
|
)
|
|
$
|
41.0
|
|
|
$
|
(40.5
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
3.28
|
|
|
$
|
(1.84
|
)
|
|
$
|
4.25
|
|
|
$
|
(4.24
|
)
|
Diluted
|
$
|
3.19
|
|
|
$
|
(1.84
|
)
|
|
$
|
4.15
|
|
|
$
|
(4.24
|
)
|
Average number of common shares outstanding (in thousands):
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
9,675
|
|
|
9,565
|
|
|
9,647
|
|
|
9,549
|
|
||||
Diluted
|
9,927
|
|
|
9,565
|
|
|
9,882
|
|
|
9,549
|
|
|
Six Months Ended
June 30, |
||||||
|
2020
|
|
2019
|
||||
OPERATING
|
|
|
|
||||
Net income (loss)
|
$
|
45.0
|
|
|
$
|
(36.5
|
)
|
Adjustments to reconcile net loss to cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3.4
|
|
|
2.6
|
|
||
PIK interest on paid-in-kind toggle notes
|
—
|
|
|
0.7
|
|
||
Gain on sales of assets
|
—
|
|
|
(0.5
|
)
|
||
Inventory valuation adjustments
|
—
|
|
|
2.3
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(10.1
|
)
|
|
24.6
|
|
||
Inventories, net
|
0.2
|
|
|
(6.6
|
)
|
||
Accounts payable and other liabilities
|
(1.8
|
)
|
|
(15.8
|
)
|
||
Payables under SWU purchase agreements
|
(5.1
|
)
|
|
(31.1
|
)
|
||
Deferred revenue and advances from customers, net of deferred costs
|
(19.3
|
)
|
|
27.0
|
|
||
Accrued loss on long-term contract
|
(5.3
|
)
|
|
—
|
|
||
Pension and postretirement benefit liabilities
|
(16.6
|
)
|
|
(11.1
|
)
|
||
Other, net
|
1.2
|
|
|
(0.7
|
)
|
||
Cash used in operating activities
|
(8.4
|
)
|
|
(45.1
|
)
|
||
|
|
|
|
||||
INVESTING
|
|
|
|
|
|
||
Capital expenditures
|
(0.1
|
)
|
|
—
|
|
||
Proceeds from sales of assets
|
—
|
|
|
0.5
|
|
||
Cash (used in) provided by investing activities
|
(0.1
|
)
|
|
0.5
|
|
||
|
|
|
|
||||
FINANCING
|
|
|
|
||||
Exercise of stock options
|
0.2
|
|
|
—
|
|
||
Payment of interest classified as debt
|
(3.1
|
)
|
|
(3.1
|
)
|
||
Cash used in financing activities
|
(2.9
|
)
|
|
(3.1
|
)
|
||
|
|
|
|
||||
Decrease in cash, cash equivalents and restricted cash
|
(11.4
|
)
|
|
(47.7
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period (Note 4)
|
136.6
|
|
|
159.7
|
|
||
Cash, cash equivalents and restricted cash, end of period (Note 4)
|
$
|
125.2
|
|
|
$
|
112.0
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Interest paid in cash
|
$
|
—
|
|
|
$
|
0.4
|
|
Non-cash activities:
|
|
|
|
||||
Conversion of interest payable-in-kind to debt
|
$
|
—
|
|
|
$
|
0.7
|
|
|
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
|
)
|
|
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, 2019
|
$
|
4.6
|
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
$
|
61.5
|
|
|
$
|
(405.0
|
)
|
|
$
|
1.1
|
|
|
$
|
(336.9
|
)
|
Net income for the three months ended March 31, 2020
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.3
|
|
|
—
|
|
|
11.3
|
|
|||||||
Issuance and amortization of restricted stock units and stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.2
|
|
|||||||
Balance at March 31, 2020
|
4.6
|
|
|
0.8
|
|
|
0.1
|
|
|
61.8
|
|
|
(393.7
|
)
|
|
1.0
|
|
|
$
|
(325.4
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income for the three months ended June 30, 2020
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33.7
|
|
|
—
|
|
|
33.7
|
|
|||||||
Issuance and amortization of restricted stock units and stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|||||||
Balance at June 30, 2020
|
$
|
4.6
|
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
$
|
61.9
|
|
|
$
|
(360.0
|
)
|
|
$
|
0.9
|
|
|
$
|
(291.7
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
United States
|
$
|
43.1
|
|
|
$
|
2.6
|
|
|
$
|
50.4
|
|
|
$
|
37.7
|
|
Foreign
|
20.3
|
|
|
—
|
|
|
43.7
|
|
|
—
|
|
||||
Revenue - SWU and uranium
|
$
|
63.4
|
|
|
$
|
2.6
|
|
|
$
|
94.1
|
|
|
$
|
37.7
|
|
|
|
June 30,
2020
|
|
December 31,
2019
|
||||
|
|
($ millions)
|
||||||
Accounts receivable:
|
|
|
|
|
||||
Billed
|
|
$
|
24.9
|
|
|
$
|
13.2
|
|
Unbilled *
|
|
6.3
|
|
|
7.9
|
|
||
Accounts receivable
|
|
$
|
31.2
|
|
|
$
|
21.1
|
|
|
|
|
|
|
||||
* Billings under certain contracts in the technical services segment are invoiced based on approved provisional billing rates. Unbilled revenue represents the difference between actual costs incurred and invoiced amounts. The Company expects to invoice and collect the unbilled amounts after actual rates are submitted to the customer and approved. Unbilled revenue also includes unconditional rights to revenue that are not yet billable under applicable contracts pending the compilation of supporting documentation.
|
|
|
June 30,
2020
|
|
December 31, 2019
|
|
Year-To-Date Change
|
||||||
Accrued loss on HALEU Contract:
|
|
|
|
|
|
|
||||||
Current - Accounts payable and accrued liabilities
|
|
$
|
9.1
|
|
|
$
|
10.0
|
|
|
$
|
(0.9
|
)
|
Noncurrent - Other long-term liabilities
|
|
$
|
3.9
|
|
|
$
|
8.3
|
|
|
$
|
(4.4
|
)
|
Deferred revenue - current
|
|
$
|
248.2
|
|
|
$
|
243.0
|
|
|
$
|
5.2
|
|
Advances from customers - current
|
|
$
|
—
|
|
|
$
|
23.3
|
|
|
$
|
(23.3
|
)
|
Advances from customers - noncurrent
|
|
$
|
44.4
|
|
|
$
|
29.4
|
|
|
$
|
15.0
|
|
|
|
Deferred Sales in the Period
|
|
Previously Deferred Sales Recognized in the Period
|
|
Year-To-Date Change
|
|||
Deferred revenue - current
|
|
5.2
|
|
|
—
|
|
|
5.2
|
|
|
|
Liability
December 31,
2019
|
|
Six Months Ended
June 30, 2020 |
|
Liability
June 30, 2020 |
||||||||||
|
|
|
Charges (Credits) for Termination Benefits
|
|
Paid
|
|
||||||||||
Workforce reductions:
|
|
|
|
|
|
|
|
|
||||||||
Corporate functions
|
|
$
|
1.2
|
|
|
$
|
(0.1
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
Piketon facility
|
|
0.2
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
||||
Total
|
|
$
|
1.4
|
|
|
$
|
(0.1
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
—
|
|
|
June 30,
2020
|
|
December 31, 2019
|
||||
|
|
|
|
||||
Cash and cash equivalents
|
$
|
119.3
|
|
|
$
|
130.7
|
|
Deposits for financial assurance - current
|
0.2
|
|
|
0.2
|
|
||
Deposits for financial assurance - noncurrent
|
5.7
|
|
|
5.7
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
125.2
|
|
|
$
|
136.6
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Current
Assets
|
|
Current
Liabilities
(a)
|
|
Inventories, Net
|
|
Current
Assets
|
|
Current
Liabilities
(a)
|
|
Inventories, Net
|
||||||||||||
Separative work units
|
$
|
9.2
|
|
|
$
|
2.9
|
|
|
$
|
6.3
|
|
|
$
|
7.8
|
|
|
$
|
—
|
|
|
$
|
7.8
|
|
Uranium
|
73.8
|
|
|
4.7
|
|
|
69.1
|
|
|
56.7
|
|
|
5.6
|
|
|
51.1
|
|
||||||
Total
|
$
|
83.0
|
|
|
$
|
7.6
|
|
|
$
|
75.4
|
|
|
$
|
64.5
|
|
|
$
|
5.6
|
|
|
$
|
58.9
|
|
(a)
|
Inventories owed to customers and suppliers, included in current liabilities, include SWU and uranium inventories owed to fabricators.
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||||||||
Sales order book
|
$
|
54.6
|
|
|
$
|
30.7
|
|
|
$
|
23.9
|
|
|
$
|
54.6
|
|
|
$
|
29.9
|
|
|
$
|
24.7
|
|
Customer relationships
|
68.9
|
|
|
26.4
|
|
|
42.5
|
|
|
68.9
|
|
|
24.1
|
|
|
44.8
|
|
||||||
Total
|
$
|
123.5
|
|
|
$
|
57.1
|
|
|
$
|
66.4
|
|
|
$
|
123.5
|
|
|
$
|
54.0
|
|
|
$
|
69.5
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||
|
Maturity
|
|
Current
|
|
Long-Term
|
|
Current
|
|
Long-Term
|
||||||||
8.25% Notes:
|
Feb. 2027
|
|
|
|
|
|
|
|
|
||||||||
Principal
|
|
|
$
|
—
|
|
|
$
|
74.3
|
|
|
$
|
—
|
|
|
$
|
74.3
|
|
Interest
|
|
|
6.1
|
|
|
36.7
|
|
|
6.1
|
|
|
39.8
|
|
||||
Total
|
|
|
$
|
6.1
|
|
|
$
|
111.0
|
|
|
$
|
6.1
|
|
|
$
|
114.1
|
|
•
|
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.
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
$
|
119.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
119.3
|
|
|
$
|
130.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
130.7
|
|
Deferred compensation asset (a)
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred compensation obligation (a)
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.8
|
|
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.8
|
|
(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.
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||
|
Carrying Value
|
|
Estimated Fair Value (a)
|
|
Carrying Value
|
|
Estimated Fair Value (a)
|
||||||||
8.25% Notes
|
$
|
117.1
|
|
(b)
|
$
|
53.5
|
|
|
$
|
120.2
|
|
(b)
|
$
|
61.5
|
|
(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
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Service costs
|
$
|
0.9
|
|
|
$
|
0.8
|
|
|
$
|
1.8
|
|
|
$
|
1.6
|
|
Interest costs
|
6.0
|
|
|
7.6
|
|
|
12.1
|
|
|
15.2
|
|
||||
Amortization of prior service costs (credits), net
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||||
Expected return on plan assets (gains)
|
(9.4
|
)
|
|
(9.1
|
)
|
|
(18.8
|
)
|
|
(18.2
|
)
|
||||
Net periodic benefit (credits)
|
$
|
(2.5
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(5.0
|
)
|
|
$
|
(1.4
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Interest costs
|
$
|
1.2
|
|
|
$
|
1.5
|
|
|
$
|
2.4
|
|
|
$
|
3.0
|
|
Amortization of prior service costs (credits), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Net periodic benefit costs
|
$
|
1.2
|
|
|
$
|
1.5
|
|
|
$
|
2.4
|
|
|
$
|
2.9
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Numerator (in millions):
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
33.7
|
|
|
$
|
(15.6
|
)
|
|
$
|
45.0
|
|
|
$
|
(36.5
|
)
|
Preferred stock dividends - undeclared and cumulative
|
2.0
|
|
|
2.0
|
|
|
4.0
|
|
|
4.0
|
|
||||
Net income (loss) allocable to common stockholders
|
$
|
31.7
|
|
|
$
|
(17.6
|
)
|
|
$
|
41.0
|
|
|
$
|
(40.5
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator (in thousands):
|
|
|
|
|
|
|
|
||||||||
Average common shares outstanding - basic
|
9,675
|
|
|
9,565
|
|
|
9,647
|
|
|
9,549
|
|
||||
Potentially dilutive shares related to stock options and restricted stock units (a)
|
252
|
|
|
—
|
|
|
235
|
|
|
—
|
|
||||
Average common shares outstanding - diluted
|
9,927
|
|
|
9,565
|
|
|
9,882
|
|
|
9,549
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share (in dollars):
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
3.28
|
|
|
$
|
(1.84
|
)
|
|
$
|
4.25
|
|
|
$
|
(4.24
|
)
|
Diluted
|
$
|
3.19
|
|
|
$
|
(1.84
|
)
|
|
$
|
4.15
|
|
|
$
|
(4.24
|
)
|
|
|
|
|
|
|
|
|
||||||||
(a) Common stock equivalents excluded from the diluted calculation as a result of a net loss in the period (in thousands)
|
—
|
|
|
77
|
|
|
—
|
|
|
80
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Options outstanding and considered anti-dilutive as their exercise price exceeded the average share market price (in thousands)
|
—
|
|
|
360
|
|
|
—
|
|
|
360
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
LEU segment:
|
|
|
|
|
|
|
|
||||||||
Separative work units
|
$
|
58.6
|
|
|
$
|
—
|
|
|
$
|
89.3
|
|
|
$
|
12.4
|
|
Uranium
|
4.8
|
|
|
2.6
|
|
|
4.8
|
|
|
25.3
|
|
||||
Total
|
63.4
|
|
|
2.6
|
|
|
94.1
|
|
|
37.7
|
|
||||
Technical solutions segment
|
12.3
|
|
|
8.0
|
|
|
26.6
|
|
|
11.6
|
|
||||
Total revenue
|
$
|
75.7
|
|
|
$
|
10.6
|
|
|
$
|
120.7
|
|
|
$
|
49.3
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Gross Profit (Loss)
|
|
|
|
|
|
|
|
||||||||
LEU segment
|
$
|
44.5
|
|
|
$
|
(5.1
|
)
|
|
$
|
61.9
|
|
|
$
|
(8.3
|
)
|
Technical solutions segment
|
(0.7
|
)
|
|
0.8
|
|
|
1.5
|
|
|
(1.5
|
)
|
||||
Gross profit (loss)
|
$
|
43.8
|
|
|
$
|
(4.3
|
)
|
|
$
|
63.4
|
|
|
$
|
(9.8
|
)
|
•
|
Additional purchases or sales of SWU and uranium;
|
•
|
Conditions in the LEU and energy markets, including pricing, demand, operations, government restrictions on imports, exports or investments, and regulations of our business and activities and those of our customers, suppliers, contractors, and subcontractors;
|
•
|
Timing of customer orders, related deliveries, and purchases of LEU or components;
|
•
|
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;
|
•
|
Market, international trade and other conditions impacting Centrus’ customers and the industry; and
|
•
|
The length and severity of the COVID-19 pandemic and its impact on our operations.
|
•
|
sales of the SWU component of LEU;
|
•
|
sales of both the SWU and uranium components of LEU; and
|
•
|
sales of natural uranium.
|
|
Three Months Ended
June 30, |
|
|
|
|
|||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
LEU segment
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
SWU revenue
|
$
|
58.6
|
|
|
$
|
—
|
|
|
$
|
58.6
|
|
|
—
|
%
|
Uranium revenue
|
4.8
|
|
|
2.6
|
|
|
2.2
|
|
|
85
|
%
|
|||
Total
|
63.4
|
|
|
2.6
|
|
|
60.8
|
|
|
2,338
|
%
|
|||
Cost of sales
|
18.9
|
|
|
7.7
|
|
|
(11.2
|
)
|
|
(145
|
)%
|
|||
Gross profit (loss)
|
$
|
44.5
|
|
|
$
|
(5.1
|
)
|
|
$
|
49.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Technical solutions segment
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
12.3
|
|
|
$
|
8.0
|
|
|
$
|
4.3
|
|
|
54
|
%
|
Cost of sales
|
13.0
|
|
|
7.2
|
|
|
(5.8
|
)
|
|
(81
|
)%
|
|||
Gross profit (loss)
|
$
|
(0.7
|
)
|
|
$
|
0.8
|
|
|
$
|
(1.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
75.7
|
|
|
$
|
10.6
|
|
|
$
|
65.1
|
|
|
614
|
%
|
Cost of sales
|
31.9
|
|
|
14.9
|
|
|
(17.0
|
)
|
|
(114
|
)%
|
|||
Gross profit (loss)
|
$
|
43.8
|
|
|
$
|
(4.3
|
)
|
|
$
|
48.1
|
|
|
|
|
Six Months Ended
June 30, |
|
|
|
|
|||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
LEU segment
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
SWU revenue
|
$
|
89.3
|
|
|
$
|
12.4
|
|
|
$
|
76.9
|
|
|
620
|
%
|
Uranium revenue
|
4.8
|
|
|
25.3
|
|
|
(20.5
|
)
|
|
(81
|
)%
|
|||
Total
|
94.1
|
|
|
37.7
|
|
|
56.4
|
|
|
150
|
%
|
|||
Cost of sales
|
32.2
|
|
|
46.0
|
|
|
13.8
|
|
|
30
|
%
|
|||
Gross profit (loss)
|
$
|
61.9
|
|
|
$
|
(8.3
|
)
|
|
$
|
70.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Technical solutions segment
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
26.6
|
|
|
$
|
11.6
|
|
|
$
|
15.0
|
|
|
129
|
%
|
Cost of sales
|
25.1
|
|
|
13.1
|
|
|
(12.0
|
)
|
|
(92
|
)%
|
|||
Gross profit (loss)
|
$
|
1.5
|
|
|
$
|
(1.5
|
)
|
|
$
|
3.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
120.7
|
|
|
$
|
49.3
|
|
|
$
|
71.4
|
|
|
145
|
%
|
Cost of sales
|
57.3
|
|
|
59.1
|
|
|
1.8
|
|
|
3
|
%
|
|||
Gross profit (loss)
|
$
|
63.4
|
|
|
$
|
(9.8
|
)
|
|
$
|
73.2
|
|
|
|
|
Three Months Ended
June 30, |
|
|
|
|
|||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
Gross profit (loss)
|
$
|
43.8
|
|
|
(4.3
|
)
|
|
$
|
48.1
|
|
|
1,119
|
%
|
|
Advanced technology costs
|
0.7
|
|
|
5.1
|
|
|
4.4
|
|
|
86
|
%
|
|||
Selling, general and administrative
|
10.4
|
|
|
7.7
|
|
|
(2.7
|
)
|
|
(35
|
)%
|
|||
Amortization of intangible assets
|
1.7
|
|
|
1.2
|
|
|
(0.5
|
)
|
|
(42
|
)%
|
|||
Special charges (credits) for workforce reductions
|
—
|
|
|
(2.9
|
)
|
|
(2.9
|
)
|
|
100
|
%
|
|||
Gain on sales of assets
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(100
|
)%
|
|||
Operating income (loss)
|
31.0
|
|
|
(15.3
|
)
|
|
46.3
|
|
|
303
|
%
|
|||
Nonoperating components of net periodic benefit expense (income)
|
(2.2
|
)
|
|
—
|
|
|
2.2
|
|
|
—
|
%
|
|||
Interest expense
|
—
|
|
|
1.0
|
|
|
1.0
|
|
|
100
|
%
|
|||
Investment income
|
—
|
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|
(100
|
)%
|
|||
Income (loss) before income taxes
|
33.2
|
|
|
(15.6
|
)
|
|
48.8
|
|
|
313
|
%
|
|||
Income tax expense (benefit)
|
(0.5
|
)
|
|
—
|
|
|
0.5
|
|
|
—
|
%
|
|||
Net income (loss)
|
33.7
|
|
|
(15.6
|
)
|
|
49.3
|
|
|
316
|
%
|
|||
Preferred stock dividends - undeclared and cumulative
|
2.0
|
|
|
2.0
|
|
|
—
|
|
|
—
|
%
|
|||
Net income (loss) allocable to common stockholders
|
$
|
31.7
|
|
|
$
|
(17.6
|
)
|
|
$
|
49.3
|
|
|
280
|
%
|
|
Six Months Ended
June 30, |
|
|
|
|
|||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
Gross profit (loss)
|
$
|
63.4
|
|
|
(9.8
|
)
|
|
$
|
73.2
|
|
|
747
|
%
|
|
Advanced technology costs
|
1.6
|
|
|
11.7
|
|
|
10.1
|
|
|
86
|
%
|
|||
Selling, general and administrative
|
18.9
|
|
|
15.8
|
|
|
(3.1
|
)
|
|
(20
|
)%
|
|||
Amortization of intangible assets
|
3.1
|
|
|
2.3
|
|
|
(0.8
|
)
|
|
(35
|
)%
|
|||
Special charges (credits) for workforce reductions
|
(0.1
|
)
|
|
(3.0
|
)
|
|
(2.9
|
)
|
|
97
|
%
|
|||
Gain on sales of assets
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|
(100
|
)%
|
|||
Operating income (loss)
|
39.9
|
|
|
(36.1
|
)
|
|
76.0
|
|
|
211
|
%
|
|||
Nonoperating components of net periodic benefit expense (income)
|
(4.4
|
)
|
|
(0.1
|
)
|
|
4.3
|
|
|
4,300
|
%
|
|||
Interest expense
|
0.1
|
|
|
2.0
|
|
|
1.9
|
|
|
95
|
%
|
|||
Investment income
|
(0.4
|
)
|
|
(1.4
|
)
|
|
(1.0
|
)
|
|
(71
|
)%
|
|||
Income (loss) before income taxes
|
44.6
|
|
|
(36.6
|
)
|
|
81.2
|
|
|
222
|
%
|
|||
Income tax expense (benefit)
|
(0.4
|
)
|
|
(0.1
|
)
|
|
0.3
|
|
|
300
|
%
|
|||
Net income (loss)
|
45.0
|
|
|
(36.5
|
)
|
|
81.5
|
|
|
223
|
%
|
|||
Preferred stock dividends - undeclared and cumulative
|
4.0
|
|
|
4.0
|
|
|
—
|
|
|
—
|
%
|
|||
Net income (loss) allocable to common stockholders
|
$
|
41.0
|
|
|
$
|
(40.5
|
)
|
|
$
|
81.5
|
|
|
201
|
%
|
|
Six Months Ended
June 30, |
||||||
|
2020
|
|
2019
|
||||
Cash used in operating activities
|
$
|
(8.4
|
)
|
|
$
|
(45.1
|
)
|
Cash provided by investing activities
|
(0.1
|
)
|
|
0.5
|
|
||
Cash used in financing activities
|
(2.9
|
)
|
|
(3.1
|
)
|
||
Decrease in cash, cash equivalents and restricted cash
|
$
|
(11.4
|
)
|
|
$
|
(47.7
|
)
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
Cash and cash equivalents
|
$
|
119.3
|
|
|
$
|
130.7
|
|
Accounts receivable
|
31.2
|
|
|
21.1
|
|
||
Inventories, net
|
75.4
|
|
|
58.9
|
|
||
Current debt
|
(6.1
|
)
|
|
(6.1
|
)
|
||
Deferred revenue and advances from customers, net of deferred costs
|
(102.8
|
)
|
|
(122.2
|
)
|
||
Other current assets and liabilities, net
|
(45.5
|
)
|
|
(49.6
|
)
|
||
Working capital
|
$
|
71.5
|
|
|
$
|
32.8
|
|
Exhibit No.
|
Description
|
|
|
4.1
|
Third Amendment to the Section 382 Rights Agreement, dated as of April 13, 2020, by and among Centrus Energy Corp., Computershare Trust Company N.A. and Computershare Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2020).
|
|
|
10.1
|
Voting and Nomination Agreement, dated April 13, 2020, by and among Centrus Energy Corp. and the MB Group (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2020).
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
10.4
|
Stipulation Among the Plan Administrator, Energy Harbor Nuclear Generation LLC, Energy Harbor Nuclear Corp., and USEC dated May 21, 2020 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 26, 2020).
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
101
|
Unaudited condensed consolidated financial statements from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed in interactive data file (XBRL) format.
|
(a)
|
Filed herewith.
|
|
Centrus Energy Corp.
|
|
|
August 5, 2020
|
/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)
|
(a)
|
The Parties signed on April 27, 2018 a Purchase and Sale Agreement (referred with USEC Contract n° EC-SC01-18MI03174 and with Orano Cycle Contract n° C18 012 CEN SWU 00) (herein after referred as the “Agreement”).
|
(b)
|
The Parties wish to modify the Agreement to:
|
2.1
|
advance 80 to 110 kSWU from 2023 to 2020 with exact quantity set by Centrus 3 days after the Effective Date of the Agreement,
|
2.2
|
advance 80 to 115 kSWU from 2024 to 2020 with exact quantity set by Centrus by July 31, 2020 and,
|
2.3
|
reduce the nominal SWU quantity in Year 2023 and 2024 by the quantity advanced into 2020 to be purchased by Buyer from Supplier and
|
2.4
|
confirm the fulfillment of all purchases, sales, deliveries and payment obligations under the Agreement through the end of the contract.
|
1
|
Unless the context requires otherwise, capitalized terms in this Amendment n°1 shall have the same meanings as terms defined in the Agreement.
|
2
|
The Parties have agreed to vary the Agreement by making the following modifications:
|
2.1
|
The section 3.1 “Commitments of the Parties” of Article 3 of the Agreement shall be entirely deleted and replaced as follows:
|
Row
|
Quantity (KSWU)
|
2020
|
2023***
|
2024 ***
|
Sub-Total 2020-2024
|
2025
|
2026
|
2027
|
2028
|
2029
|
2030
|
Total
|
1
|
Minimum
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
3689**
|
2
|
Nominal
|
Qa1 + Qa2
|
300-Qa1
|
400-Qa2
|
700
|
500
|
750
|
750
|
750
|
750*
|
750*
|
4950**
|
3
|
Maximum
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
6211**
|
4
|
Flexibility
|
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
|
|
||||||||||||
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Where:
|
Qa1
|
Advanced quantity from 2023 to 2020
|
|
|
|
|
||||||
|
Qa2
|
Advanced quantity from 2024 to 2020
|
|
|
|
|||||||
|
Qa1+Qa2
|
*****
|
|
|
|
2.2
|
The section 3.2.2 “Advancement of Purchases and Deliveries” of Article 3 of the Agreement shall be entirely deleted and not replaced.
|
2.3
|
The section 3.2.3 “Postponement of Purchases and Deliveries” of Article 3 of the Agreement shall be entirely deleted and not replaced.
|
2.4
|
The section 3.2.4 “Notices; Effect of Advancement or Postponement on Optional Years” of Article 3 of the Agreement shall be entirely deleted and replaced as follows.
|
2.5
|
The section 6.1.1 of Article 6.1 “Price” of Article 6 of the Agreement shall be entirely deleted and replaced as follows.
|
2.6
|
The Parties agree to insert the following new sections in Article 6.1 “Price” of Article 6 of the Agreement.
|
2.7
|
The section 6.4.2 of Article 6.4 “Suppliers Invoice” of Article 6 of the Agreement shall be entirely deleted and replaced as follows.
|
2.8
|
The section 6.4.3 of Article 6.4 “Suppliers Invoice” of Article 6 of the Agreement shall be entirely deleted and replaced as follows:
|
2.9
|
The definition of “Affiliate” given in section 1.3 of Article 1 of the Agreement shall be entirely deleted and replaced as follows:
|
2.10
|
A new section 19.11 shall be inserted into Article 19 of the Agreement as follows:
|
3.1
|
The provisions of the Agreement which are not modified by this Amendment n°1 shall remain in full force and effect.
|
3.2
|
Except as expressly provided in this Amendment n°1, the Agreement shall remain in full force and effect and shall remain binding on all Parties to the Agreement.
|
Title: Chemistry and Enrichment BU Director
|
Title:_Senior VP, Sales and Chief Marketing 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.
|
August 5, 2020
|
/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.
|
August 5, 2020
|
/s/ Philip O. Strawbridge
|
|
Philip O. Strawbridge
|
|
Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer
|
August 5, 2020
|
/s/ Daniel B. Poneman
|
|
Daniel B. Poneman
|
|
President and Chief Executive Officer
|
August 5, 2020
|
/s/ Philip O. Strawbridge
|
|
Philip O. Strawbridge
|
|
Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer
|