3 unchanged sentences
(in millions, except per share amounts)
−Removed: Three months ended March 31,
+Added: Three months ended June 30,
+Added: Six months ended June 30,
Related parties $ 285.6 $ 305.0 $ 556.6 $ 616.4
14 unchanged sentences
Income (loss) before equity in earnings of joint ventures ( 26.9 ) ( 16.5 ) ( 29.6 ) ( 51.7 )
+Added: Loss on sale of BHH — ( 4.3 ) — ( 4.3 )
Equity in earnings of joint ventures — 0.1 — 0.7
9 unchanged sentences
(in millions)
−Removed: Three months ended March 31,
+Added: Three months ended June 30,
+Added: Six months ended June 30,
Comprehensive income (loss):
13 unchanged sentences
(in millions)
−Removed: March 31, 2020
+Added: June 30, 2020
December 31, 2019
3 unchanged sentences
Due from affiliates 9.8 30.1
+Added: Inventories 275.0 320.6
Derivative assets 18.3 14.6
3 unchanged sentences
Due from affiliates - less current portion 3.9 0.5
+Added: Other assets 69.7 62.7
+Added: TOTAL $ 1,524.0 $ 1,499.7
LIABILITIES AND SHAREHOLDERS’ EQUITY
2 unchanged sentences
Accrued and other current liabilities 76.9 61.5
−Removed: Derivative liabilities
Accrued employee benefits costs 10.4 10.4
21 unchanged sentences
Total shareholders’ equity
+Added: $ 1,524.0 $ 1,499.7
See condensed notes to consolidated financial statements
2 unchanged sentences
(in millions)
−Removed: Three months ended March 31,
+Added: Six months ended June 30,
CASH FLOWS FROM OPERATING ACTIVITIES:
1 unchanged sentence
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
+Added: Loss on sale of BHH — 4.3
Unrealized (gain) loss on derivative instruments ( 3.6 ) ( 0.8 )
5 unchanged sentences
Due from affiliates 21.6 1.6
+Added: Inventories 8.4 ( 8.9 )
Prepaid and other current assets ( 1.1 ) 2.1
2 unchanged sentences
Accrued and other current liabilities 0.1 ( 1.6 )
+Added: Other - net 3.3 1.1
Net cash provided by (used in) operating activities 71.6 ( 25.6 )
2 unchanged sentences
Proceeds from sales of property, plant & equipment 0.1 —
+Added: Proceeds from sale of joint venture — 10.5
Net cash provided by (used in) investing activities ( 9.5 ) ( 12.8 )
CASH FLOWS FROM FINANCING ACTIVITIES:
+Added: Borrowing under term loan — 40.0
Repayments on term loan ( 10.0 ) —
2 unchanged sentences
Other short-term borrowings — 3.4
+Added: Repayment on other short-term borrowings — ( 3.4 )
+Added: Issuance of common stock — 0.3
Net cash provided by (used in) financing activities 76.0 25.2
4 unchanged sentences
Cash paid for:
+Added: Interest $ 11.0 $ 10.6
+Added: Taxes 0.1 0.3
Non-cash investing activities:
4 unchanged sentences
(in millions)
−Removed: Preferred stock
−Removed: Additional paid-in capital
−Removed: Treasury stock, at cost
−Removed: Accumulated other comprehensive loss
−Removed: Total shareholders’ equity
−Removed: Three Months Ended March 31, 2020
−Removed: Balance, December 31, 2019
+Added: Preferred stock Common stock Additional paid-in capital Treasury stock, at cost Accumulated other comprehensive loss Accumulated
+Added: deficit Total shareholders’ equity
+Added: Three months ended June 30, 2020
+Added: Balance, March 31, 2020 $ 0.0 $ 1.0 $ 2,526.6 $ ( 86.3 ) $ ( 108.4 ) $ ( 1,659.1 ) $ 673.8
Net income (loss) — — — — — ( 26.9 ) ( 26.9 )
2 unchanged sentences
Conversion of preferred stock to common stock 0.0 0.0 0.0 — — — 0.0
+Added: Balance, June 30, 2020
+Added: $ 0.0 $ 1.0 $ 2,527.6 $ ( 86.3 ) $ ( 107.6 ) $ ( 1,686.0 ) $ 648.7
+Added: Three Months Ended June 30, 2019
Balance, March 31, 2019 $ 0.0 $ 1.0 $ 2,523.3 $ ( 86.3 ) $ ( 99.7 ) $ ( 1,610.1 ) $ 728.1
−Removed: Three Months Ended March 31, 2019
+Added: Impact of ASU 2018-02 *
+Added: — — — — — — —
+Added: Net income (loss) — — — — — ( 20.7 ) ( 20.7 )
+Added: Other comprehensive income (loss) — — — — 1.0 — 1.0
+Added: Share-based compensation — 0.0 1.0 — — — 1.0
+Added: Conversion of preferred stock to common stock 0.0 0.0 0.0 — — — 0.0
+Added: Balance, June 30, 2019
+Added: $ 0.0 $ 1.0 $ 2,524.3 $ ( 86.3 ) $ ( 98.7 ) $ ( 1,630.9 ) $ 709.4
+Added: Preferred stock Common stock Additional paid-in capital Treasury stock, at cost Accumulated other comprehensive loss Accumulated
+Added: deficit Total shareholders’ equity
+Added: Six months ended June 30, 2020
Balance, December 31, 2019 $ 0.0 $ 1.0 $ 2,526.5 $ ( 86.3 ) $ ( 109.8 ) $ ( 1,656.4 ) $ 675.0
+Added: Net income (loss) — — — — — ( 29.6 ) ( 29.6 )
+Added: Other comprehensive income (loss) — — — — 2.1 — 2.1
+Added: Share-based compensation — 0.0 1.1 — — — 1.1
+Added: Conversion of preferred stock to common stock 0.0 0.0 0.0 — — — 0.0
+Added: Balance, June 30, 2020
+Added: $ 0.0 $ 1.0 $ 2,527.6 $ ( 86.3 ) $ ( 107.6 ) $ ( 1,686.0 ) $ 648.7
+Added: Six months ended June 30, 2019
+Added: Balance, December 31, 2018 $ 0.0 $ 1.0 $ 2,523.0 $ ( 86.3 ) $ ( 98.7 ) $ ( 1,576.8 ) $ 762.2
Impact of ASU 2018-02 *
+Added: — — — — ( 1.3 ) 1.3 —
Net income (loss) — — — — — ( 55.3 ) ( 55.3 )
2 unchanged sentences
Conversion of preferred stock to common stock 0.0 0.0 0.0 — — — 0.0
−Removed: Balance, March 31, 2019
+Added: Balance, June 30, 2019
+Added: $ 0.0 $ 1.0 $ 2,524.3 $ ( 86.3 ) $ ( 98.7 ) $ ( 1,630.9 ) $ 709.4
* ASU 2018-02.
2 unchanged sentences
Condensed Notes to the Consolidated Financial Statements
−Removed: Three months ended March 31, 2020 and 2019
+Added: Three and six months ended June 30, 2020 and 2019
(amounts in millions, except share and per share amounts)
1 unchanged sentence
In management’s opinion, the unaudited interim consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented.
−Removed: Operating results for the first three months of 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.
+Added: Operating results for the first six months of 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.
Throughout this Form 10-Q, and unless expressly stated otherwise or as the context otherwise requires, "Century Aluminum," "Century," the "Company," "we," "us," "our" and "ours" refer to Century Aluminum Company and its consolidated subsidiaries.
−Removed: Recently Adopted Accounting Standards
−Removed: On January 1, 2020, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Losses on Financial Instruments.” The ASU added an impairment model known as the current expected credit loss ("CECL") model, which is based on expected losses rather than incurred losses.
−Removed: The CECL model is applicable to our receivables, both from related parties and third-party customers related to the sale of primary aluminum (collectively, “trade receivables”).
−Removed: We do not have any other financial instruments or assets to which the CECL model applies.
−Removed: The adoption of the CECL model did not have a material impact on the Company’s consolidated financial statements.
−Removed: On January 1, 2020, we adopted FASB ASU 2018-13, “Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement” which changed the fair value measurement disclosure requirements of ASC 820.
−Removed: The additional disclosures include a requirement to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements.
−Removed: The new framework also eliminates and modifies certain other fair value disclosures.
−Removed: Fair Value Measurement for updated fair value disclosures in connection with the adoption of this accounting standard.
Recently Issued Accounting Standards
4 unchanged sentences
The Company is currently evaluating the impacts of ASU 2019-12 and we do not expect the adoption to have a material effect on the consolidated financial statements.
−Removed: In March 2020, the Securities and Exchange Commission (“SEC”) issued a final rule that amends the disclosure requirements related to certain registered securities under SEC Regulation S-X Rule 3-10 with respect to the disclosure requirements related to issuers and guarantors of guaranteed debt securities.
+Added: In March 2020, the Securities and Exchange Commission (“SEC”) issued a final rule that amends the disclosure requirements related issuers and guarantors of certain registered securities under SEC Regulation S-X Rule 3-10.
The final rule allows registrants to provide alternative financial disclosures in either the registrant’s MD&A or financial statements, rather than the previous requirement under Rule 3-10, which required condensed consolidating financial information within the financial statements.
3 unchanged sentences
The Company does not expect the future adoption, which is limited to disclosures only, to have a material effect on the Company’s consolidated financial statements.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
Related Party Transactions
−Removed: The significant related party transactions occurring during the three months ended March 31, 2020 and 2019 are described below.
−Removed: We believe all of our transactions with Glencore and BHH are at prices that approximate market.
+Added: The significant related party transactions occurring during the six months ended June 30, 2020 and 2019 are described below.
+Added: We believe all of our transactions with related parties are at prices that approximate market.
Glencore ownership
−Removed: As of March 31, 2020 , Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9 % of Century’s outstanding common stock ( 46.8 % on a fully-diluted basis assuming the conversion of all of the Series A Convertible Preferred Stock) and all of our outstanding Series A Convertible Preferred Stock.
+Added: As of June 30, 2020 , Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9 % of Century’s outstanding common stock ( 46.8 % on a fully-diluted basis assuming the conversion of all of the Series A Convertible Preferred Stock) and all of our outstanding Series A Convertible Preferred Stock.
Shareholders' Equity for a description of our outstanding Series A Convertible Preferred Stock.
From time to time, Century and Glencore enter into various transactions for the purchase and sale of primary aluminum, purchase and sale of alumina, tolling agreements, certain forward financial contracts and loan agreements.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Sales to Glencore
−Removed: For the three months ended March 31, 2020 and 2019, approximately 64 % of our consolidated net sales were made to Glencore.
+Added: For the three months ended June 30, 2020 and 2019, approximately 71.0 % and 64.5 %, respectively, of our consolidated net sales were made to Glencore, while for the six months ended June 30, 2020 and 2019, we derived 67.6 % and 64.0 %, respectively, of our consolidated net sales from sales to Glencore.
Glencore purchases aluminum produced at our U.S smelters at prices based on the London Metal Exchange (the "LME") plus the Midwest regional delivery premium plus any additional market-based product premiums.
Glencore purchases aluminum produced at our Grundartangi, Iceland smelter at prices based on the LME plus the European Duty Paid premium plus any additional market-based product premiums.
−Removed: We have also entered into agreements with Glencore pursuant to which we sell certain amounts of alumina at prices that approximate market.
−Removed: For the three months ended March 31, 2020 , we recorded $ 0.3 million of revenue related to alumina sales to Glencore.
+Added: We have also entered into agreements with Glencore pursuant to which we sell certain amounts of alumina at market-based prices.
+Added: For the three months and six months ended June 30, 2020, we recorded $ 0.9 million and $ 1.2 million of revenue related to alumina sales to Glencore, respectively.
+Added: For the three months and six months ended June 30, 2019, we recorded $ 13.6 million and $ 21.7 million of revenue related to alumina sales to Glencore, respectively.
Purchases from Glencore
We purchase a portion of our alumina requirements from Glencore.
−Removed: Alumina purchases from Glencore during the three months ended March 31, 2020 were priced based on published alumina and aluminum indices, respectively.
+Added: Alumina purchases from Glencore during the six months ended June 30, 2020 were priced based on published alumina and aluminum indices.
Financial contracts with Glencore
7 unchanged sentences
A summary of the aforementioned significant related party transactions is as follows:
−Removed: Three months ended March 31,
+Added: Three months ended June 30,
+Added: Six months ended June 30,
Net sales to Glencore $ 285.6 $ 305.0 $ 556.6 $ 616.4
1 unchanged sentence
Purchases from BHH (1)
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
(1) We previously owned a 40 % interest in Baise Haohai Carbon Co.
("BHH") and purchased carbon anodes from them for use in our operations.
−Removed: Purchases represented herein were prior to the divestiture of our interest in BHH on May 22, 2019.
+Added: Purchases represented herein were prior to the divestiture of our interest in BHH in May 2019.
We disaggregate our revenue by geographical region as follows:
−Removed: Three months ended March 31,
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
+Added: Net Sales Three months ended June 30,
+Added: Six months ended June 30,
United States $ 247.9 $ 309.5 $ 522.0 $ 634.8
−Removed: Trade accounts receivable - net as of March 31, 2020 decreased by $ 17.3 million from December 31, 2019 due to a decrease in sales resulting from lower realized LME prices and timing of receivable collections.
+Added: Iceland 154.0 163.6 301.1 328.4
+Added: Total $ 401.9 $ 473.1 $ 823.1 $ 963.2
+Added: Trade accounts receivable - net as of June 30, 2020 decreased by $ 34.2 million from December 31, 2019 due to a decrease in sales resulting from lower regional premiums and realized LME prices, and timing of receivable collections.
Fair Value Measurements
6 unchanged sentences
• Level 3 Inputs - significant unobservable inputs for the asset or liability.
−Removed: Recurring Fair Value Measurements
−Removed: As of March 31, 2020
+Added: Recurring Fair Value Measurements As of June 30, 2020
Cash equivalents $ 162.2 $ — $ — $ 162.2
Trust assets (1)
−Removed: Surety bonds (2)
Derivative instruments — 28.5 6.1 34.6
+Added: TOTAL $ 163.0 $ 28.5 $ 6.1 $ 197.6
Contingent obligation – net $ — $ — $ — $ —
Derivative instruments — 14.2 1.5 15.7
+Added: TOTAL $ — $ 14.2 $ 1.5 $ 15.7
+Added: (1) Trust assets are currently invested in money market funds.
+Added: These trust assets are held to fund the non-qualified supplemental executive pension benefit obligations for certain of our officers.
+Added: (2) Surety bonds were invested in U.S.
+Added: treasury bills and represent collateral against our workers' compensation insurance policy.
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
−Removed: Recurring Fair Value Measurements
−Removed: As of December 31, 2019
+Added: Recurring Fair Value Measurements As of December 31, 2019
Cash equivalents $ 23.3 $ — $ — $ 23.3
2 unchanged sentences
Derivative instruments — 9.1 10.6 19.7
+Added: TOTAL $ 25.3 $ 9.1 $ 10.6 $ 45.0
Contingent obligation – net $ — $ — $ — $ —
Derivative instruments — 1.3 2.9 4.2
+Added: TOTAL $ — $ 1.3 $ 2.9 $ 4.2
(1) Trust assets are currently invested in money market funds.
These trust assets are held to fund the non-qualified supplemental executive pension benefit obligations for certain of our officers.
−Removed: (2) Surety bonds are currently invested in U.S.
+Added: (2) Surety bonds were invested in U.S.
treasury bills and represent collateral against our workers' compensation insurance policy.
1 unchanged sentence
Level 2 Fair Value Measurements:
−Removed: Asset / Liability
−Removed: Valuation Techniques
−Removed: LME forward financial sales contracts
−Removed: Discounted cash flows
−Removed: Quoted LME forward market
−Removed: MWP forward financial sales contracts
−Removed: Discounted cash flows
−Removed: Quoted MWP forward market
−Removed: Fixed for floating swaps
−Removed: Discounted cash flows
−Removed: Quoted LME forward market, quoted MWP forward market
−Removed: Nord Pool power price swaps
−Removed: Discounted cash flows
−Removed: Quoted Nord Pool forward market
−Removed: NYMEX Henry Hub natural gas price swaps
−Removed: Discounted cash flows
−Removed: Quoted Henry Hub forward market
−Removed: MISO Indiana Hub power price swaps
−Removed: Discounted cash flows
−Removed: Quoted Indy Hub forward market
−Removed: Discounted cash flows
−Removed: Euro/USD forward exchange rate
+Added: Asset / Liability Level Valuation Techniques Inputs
+Added: LME forward financial sales contracts 2 Discounted cash flows Quoted LME forward market
+Added: MWP forward financial sales contracts 2 Discounted cash flows Quoted MWP forward market
+Added: Fixed for floating swaps 2 Discounted cash flows Quoted LME forward market, quoted MWP forward market
+Added: Nord Pool power price swaps 2 Discounted cash flows Quoted Nord Pool forward market
+Added: NYMEX Henry Hub natural gas price swaps 2 Discounted cash flows Quoted Henry Hub forward market
+Added: MISO Indiana Hub power price swaps 2 Discounted cash flows Quoted Indy Hub forward market
+Added: FX swaps 2 Discounted cash flows Euro/USD forward exchange rate
When valuing Level 3 assets and liabilities, we use certain significant unobservable inputs.
6 unchanged sentences
Level 3 Fair Value Measurements:
−Removed: Asset / Liability
−Removed: Fair Value at 3/31/2020
−Removed: Valuation Technique
−Removed: Observable Inputs
−Removed: Significant Unobservable Input
−Removed: Value/Range of Unobservable Input
−Removed: LME forward financial sales contracts
−Removed: Discounted cash flows
−Removed: Quoted LME forward market prices
−Removed: Discount rate (1)
−Removed: Contingent obligation
−Removed: Discounted cash flows
−Removed: Quoted LME forward market prices
−Removed: Management's estimates of the LME forward market price beyond the quoted periods (2)
+Added: Asset / Liability Fair Value at June 30, 2020 Valuation Technique Observable Inputs Significant Unobservable Input Value/Range of Unobservable Input
+Added: LME forward financial sales contracts $ 6.1 Discounted cash flows Quoted LME forward market prices Discount rate (1)
+Added: Contingent obligation $ — Discounted cash flows Quoted LME forward market prices Management's estimates of the LME forward market price beyond the quoted periods (2)
$ 1,594 /T-$ 2,179 /T
−Removed: Hawesville L4 power price swaps
−Removed: Discounted cash flows
−Removed: Quoted Indy Hub forward market prices
−Removed: Estimates of locational margin prices during contract term (3)
+Added: Hawesville L4 power price swaps $ ( 1.5 ) Discounted cash flows Quoted Indy Hub forward market prices Estimates of locational margin prices during contract term in megawatt hours (MWh) (3)
(1) Represents risk adjusted discount rate.
1 unchanged sentence
(3) Represents historical average of locational margin prices in the past three years .
+Added: The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis.
+Added: Level 3 Assets Level 3 Liabilities
+Added: For the three months ended June 30, 2020
+Added: LME forward financial sales contracts Hawesville L4 power price swaps
+Added: Balance as of April 1, 2020
+Added: $ 7.8 $ ( 3.2 )
+Added: Total realized/unrealized gains (losses)
+Added: Included in net income (loss) (1)
+Added: Purchases, sales, settlements
+Added: Purchases — —
+Added: Settlements — 1.7
+Added: Transfers into Level 3 — —
+Added: Transfers out of Level 3 — —
+Added: Balance as of June 30, 2020
+Added: $ 6.1 $ ( 1.5 )
+Added: Change in unrealized gains (losses) (1)
+Added: $ ( 1.7 ) $ 1.7
+Added: (1) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts."
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
−Removed: The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis.
−Removed: Level 3 Assets
−Removed: Level 3 Liabilities
−Removed: For the three months ended March 31, 2020
−Removed: LME forward financial sales contracts
−Removed: Hawesville L4 power price swaps
+Added: For the three months ended June 30, 2019
+Added: Level 3 Assets Level 3 Liabilities
+Added: Nord Pool power price swaps U.S.
+Added: LME forward financial sales contracts Hawesville L4 Power Price Swaps Iceland LME forward financial sales contracts MWP forward financial sales contracts FX Swaps
+Added: Balance as of April 1, 2019
+Added: $ 3.7 $ ( 1.8 ) $ — $ ( 0.3 ) $ ( 0.9 ) $ ( 0.6 )
+Added: Total realized/unrealized gains (losses)
+Added: Included in Net Income (2)
+Added: — 8.7 — — — —
+Added: Purchases, sales, settlements
+Added: Purchases — — — — — —
+Added: Sales — — — — — —
+Added: Settlements — — — — — —
+Added: Transfers into Level 3 (1)
+Added: — — ( 2.7 ) — — —
+Added: Transfers out of Level 3 ( 3.7 ) — — 0.3 0.9 0.6
+Added: Balance as of June 30, 2019
+Added: $ — $ 6.9 $ ( 2.7 ) $ — $ — $ —
+Added: Change in unrealized gains (losses) (2)
+Added: $ — $ 8.7 $ ( 2.7 ) $ — $ — $ —
+Added: (1) Transfer into Level 3 resulting from derivative contracts entered into during the second quarter of 2019.
+Added: (2) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts."
+Added: Level 3 Assets Level 3 Liabilities
+Added: For the six months ended June 30, 2020
+Added: LME forward financial sales contracts Hawesville L4 power price swaps
Balance as of January 1, 2020
+Added: $ 10.6 $ ( 2.9 )
Total realized/unrealized gains (losses)
1 unchanged sentence
Purchases, sales, settlements
+Added: Purchases — —
+Added: Settlements — 2.8
Transfers into Level 3 — —
Transfers out of Level 3 (1)
−Removed: Balance as of March 31, 2020
+Added: Balance as of June 30, 2020
+Added: $ 6.1 $ ( 1.5 )
Change in unrealized gains (losses) (2)
(1) Transfer out of Level 3 due to period of time remaining in derivative contract.
−Removed: (2) Gains and losses are presented in the Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts"
−Removed: For the three months ended March 31, 2019
−Removed: Level 3 Assets
−Removed: Level 3 Liabilities
−Removed: Nord Pool power price swaps
−Removed: US LME forward financial sales contracts
−Removed: Iceland LME forward financial sales contracts
−Removed: MWP forward financial sales contracts
+Added: (2) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts."
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
+Added: For the six months ended June 30, 2019
+Added: Level 3 Assets Level 3 Liabilities
+Added: Nord Pool power price swaps US LME forward financial sales contracts Hawesville L4 Power Price Swaps Iceland LME forward financial sales contracts FX Swaps
Balance as of January 1, 2019
+Added: $ 4.7 $ 0.3 $ — $ ( 0.2 ) $ ( 0.3 )
Total realized/unrealized gains (losses)
Included in Net Income (2)
+Added: ( 1.0 ) 6.8 — ( 0.1 ) ( 0.3 )
Purchases, sales, settlements
+Added: Purchases — — — — —
+Added: Sales — — — — —
+Added: Settlements — — — — —
Transfers into Level 3 (1)
+Added: — ( 0.2 ) ( 2.7 ) — —
Transfers out of Level 3 ( 3.7 ) — — 0.3 0.6
−Removed: Balance as of March 31, 2019
+Added: Balance as of June 30, 2019
+Added: $ — $ 6.9 $ ( 2.7 ) $ — $ —
Change in unrealized gains (losses) (2)
−Removed: (1) Transfer into Level 3 resulting from long term derivative contracts entered into during the first quarter of 2019.
−Removed: (2) Gains and losses are presented in the Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts"
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
+Added: $ ( 1.0 ) $ 6.6 $ ( 2.7 ) $ ( 0.1 ) $ ( 0.3 )
+Added: (1) Transfer into Level 3 resulting from derivative contracts entered into during the first six months of 2019.
+Added: (2) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts".
Earnings (Loss) Per Share
2 unchanged sentences
The following table shows the basic and diluted earnings (loss) per share:
−Removed: For the three months ended March 31,
−Removed: Net Income (Loss)
−Removed: Shares (in millions)
+Added: For the three months ended June 30,
+Added: Net Income (Loss) Shares (in millions)
+Added: Per Share Net Income (Loss) Shares (in millions)
Net income (loss)
−Removed: Shares (in millions)
+Added: $ ( 26.9 ) $ ( 20.7 )
+Added: Amount allocated to common stockholders
+Added: 100.0 % 100.0 %
+Added: Basic and diluted EPS (1)
+Added: $ ( 26.9 ) 89.5 $ ( 0.30 ) $ ( 20.7 ) 88.8 $ ( 0.23 )
+Added: For the six months ended June 30,
+Added: Net Income (Loss) Shares (in millions)
+Added: Per Share Net Income (Loss) Shares (in millions)
Net income (loss)
+Added: $ ( 29.6 ) $ ( 55.3 )
Amount allocated to common stockholders
+Added: 100.0 % 100.0 %
Basic and diluted EPS (1)
−Removed: Three months ended March 31,
+Added: $ ( 29.6 ) 89.4 $ ( 0.33 ) $ ( 55.3 ) 88.5 $ ( 0.63 )
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
+Added: Three months ended June 30,
+Added: Six months ended June 30,
Securities excluded from the calculation of diluted EPS (in millions) (1) :
5 unchanged sentences
Shareholders’ Equity
−Removed: As of March 31, 2020 and December 31, 2019 , we had 195,000,000 shares of common stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 96,647,486 shares were issued and 89,460,965 shares were outstanding at March 31, 2020 ;
+Added: As of June 30, 2020 and December 31, 2019, we had 195,000,000 shares of common stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 96,671,355 shares were issued and 89,484,834 shares were outstanding at June 30, 2020;
96,372,182 shares were issued and 89,185,661 shares were outstanding at December 31, 2019.
1 unchanged sentence
Preferred Stock
−Removed: As of March 31, 2020 and December 31, 2019 , we had 5,000,000 shares of preferred stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation.
+Added: As of June 30, 2020 and December 31, 2019, we had 5,000,000 shares of preferred stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation.
In 2008, we issued 160,000 shares of our Series A Convertible Preferred Stock.
Glencore holds all of the issued and outstanding Series A Convertible Preferred Stock.
−Removed: At March 31, 2020 and December 31, 2019 , there were 66,141 and 67,323 shares of Series A Convertible Preferred Stock outstanding, respectively.
+Added: At June 30, 2020 and December 31, 2019, there were 66,039 and 67,323 shares of Series A Convertible Preferred Stock outstanding, respectively.
The issuance of common stock under our stock incentive programs, debt exchange transactions and any stock offering that excludes Glencore participation triggers anti-dilution provisions of the preferred stock agreement and results in the automatic conversion of Series A Convertible Preferred Stock shares into shares of common stock.
The conversion ratio of preferred to common shares is 100 shares of common stock for each share of preferred stock.
−Removed: The Common and Preferred Stock table below contains additional information about preferred stock conversions during the three months ended March 31, 2020 and 2019 .
−Removed: Preferred stock
+Added: The Common and Preferred Stock table below contains additional information about preferred stock conversions during the six months ended June 30, 2020 and 2019.
+Added: Preferred stock Common stock
Common and Preferred Stock Activity (in shares):
−Removed: Series A Convertible
+Added: Series A Convertible Treasury Outstanding
Beginning balance as of December 31, 2019
+Added: 67,323 7,186,521 89,185,661
Conversion of convertible preferred stock ( 1,284 ) — 128,389
Issuance for share-based compensation plans — — 170,784
−Removed: Ending balance as of March 31, 2020
+Added: Ending balance as of June 30, 2020
+Added: 66,039 7,186,521 89,484,834
Beginning balance as of December 31, 2018
+Added: 71,967 7,186,521 88,103,440
Conversion of convertible preferred stock ( 3,392 ) — 339,166
Issuance for share-based compensation plans — — 451,161
−Removed: Ending balance as of March 31, 2019
+Added: Ending balance as of June 30, 2019
+Added: 68,575 7,186,521 88,893,767
Stock Repurchase Program
11 unchanged sentences
We have repurchased 7,186,521 shares of common stock under the program for an aggregate purchase price of $ 86.3 million.
−Removed: We have made no repurchases since April 2015 and we have $ 43.7 million remaining under the repurchase program authorization as of March 31, 2020 .
−Removed: We recorded an income tax benefit of $ 2.8 million and $ 2.9 million for the three months ended March 31, 2020 and 2019, respectively, which primarily consisted of tax benefits on losses from foreign operations.
+Added: We have made no repurchases since April 2015 and we have $ 43.7 million remaining under the repurchase program authorization as of June 30, 2020.
+Added: We recorded an income tax expense of $ 0.9 million and tax benefit of $ 1.6 million for the three months ended June 30, 2020 and 2019, respectively.
+Added: The change is primarily due to improved operational results from foreign operations in the current quarter.
+Added: For the six months ended June 30, 2020 and 2019, we recorded an income tax benefit of $ 1.9 million and $ 4.4 million, respectively, which is primarily the result of overall losses from our foreign operations.
Our income tax benefit or expense is based on an annual effective tax rate forecast, including estimates and assumptions that could change during the year.
The application of the accounting requirements for income taxes in interim periods, after consideration of our valuation allowance, causes a significant variation in the typical relationship between income tax expense/benefit and pre-tax accounting income/loss.
−Removed: As of March 31, 2020 , all of Century's U.S.
+Added: As of June 30, 2020, all of Century's U.S.
and certain foreign deferred tax assets, net of deferred tax liabilities, continue to be subject to a valuation allowance.
6 unchanged sentences
The CARES Act, among other things, includes provisions related to refundable payroll tax credits, deferment of the employer portion of social security payments, net operating loss carryback periods, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property.
−Removed: We are analyzing the various aspects of the CARES Act to determine the impact specific provisions may have on us and our operations.
+Added: We continue to analyze the various aspects of the CARES Act to determine the impact specific provisions may have on us and our operations.
+Added: As of June 30, 2020, Century does not expect to record material benefits from the CARES Act.
Inventories consist of the following:
−Removed: March 31, 2020
+Added: June 30, 2020
December 31, 2019
8 unchanged sentences
(amounts in millions, except share and per share amounts)
−Removed: March 31, 2020
+Added: June 30, 2020
December 31, 2019
1 unchanged sentence
Hawesville Term Loan - current portion (1)
+Added: $ 20.0 $ 20.0
Hancock County industrial revenue bonds ("IRBs") due April 1, 2028, interest payable quarterly (variable interest rates (not to exceed 12 %)) (2)
4 unchanged sentences
Hawesville Term Loan - less current portion (1) , principal and interest payable monthly
+Added: Total $ 377.3 $ 301.0
(1) See "Hawesville Term Loan" below.
−Removed: At March 31, 2020 , the applicable interest rate was LIBOR of 1.68 % plus margin of 5.375 % and there is no interest payable outstanding.
−Removed: As of March 31, 2020, we have made $ 5.0 million of principal payments and $ 0.7 million of interest payments.
+Added: At June 30, 2020, the applicable interest rate was LIBOR of 0.4 % plus margin of 5.375 % and there is no interest payable outstanding.
+Added: As of June 30, 2020, we have made $ 10.0 million of principal payments and $ 1.2 million of interest payments.
(2) The IRBs are classified as current liabilities because they are remarketed weekly and could be required to be repaid upon demand if there is a failed remarketing.
−Removed: The IRB interest rate at March 31, 2020 was 5.63 % .
−Removed: (3) For borrowings that we expect to repay within a month, we generally elect to incur interest at a base rate plus applicable margin as defined within the agreement.
−Removed: The interest rates at March 31, 2020 was 3.5 % .
+Added: The IRB interest rate at June 30, 2020 was 0.39 %.
+Added: (3) We have elected to incur interest at LIBOR plus applicable margin as defined within the agreement.
+Added: The interest rate at June 30, 2020 was 2.5 %.
(4) We have elected to incur interest at a base rate plus applicable margin as defined within the agreement.
−Removed: The interest rate at March 31, 2020 was 3.8 % .
+Added: The interest rate at June 30, 2020 was 3.8 %.
+Added: (5) Due to the refinancing with the 2025 Notes noted below, the 2021 Notes is presented as non-current liability on the Consolidated Balance Sheets.
7.5% Notes due 2021
−Removed: In June 2013, we issued $ 250.0 million of our 7.5 % Notes due June 2021 (the "2021 Notes") in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended.
−Removed: The 2021 Notes were issued at a discount and we received proceeds of $ 246.3 million , prior to payment of financing fees and related expenses.
−Removed: The 2021 Notes bear interest at a rate of 7.5 % per annum on the principal amount, payable semi-annually in arrears in cash on June 1st and December 1st of each year.
−Removed: The Notes are senior secured obligations of Century, ranking equally in right of payment with all existing and future senior indebtedness of Century, but effectively senior to unsecured debt to the extent of the value of the collateral.
−Removed: The maturity date for the payment of principal is June 2021.
−Removed: Fair value for our 2021 Notes, based on the latest trading data available, was $ 228.5 million and $ 244.2 million , as of March 31, 2020 and December 31, 2019 , respectively.
+Added: In June 2013, we issued $ 250.0 million of 7.5 % Notes due June 2021 (the "2021 Notes") in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended.
+Added: The 2021 Notes accrued interest at a rate of 7.5 % per annum on the principal amount, payable semi-annually in arrears in cash on June 1st and December 1st of each year.
+Added: Fair value for the 2021 Notes, based on the available trading data, was $ 250.5 million and $ 244.2 million, as of June 30, 2020 and December 31, 2019, respectively.
Although we use quoted market prices for identical debt instruments, the markets on which they trade are not considered to be active and are therefore considered Level 2 fair value measurements.
+Added: As disclosed in N ote 15 .
+Added: Subsequent E vents , on July 1, 2020, we issued $ 250.0 million in aggregate principal amount of senior secured notes due 2025 (the "2025 Notes").
+Added: The 2025 Notes bear interest semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2021, at a rate of (i) 10.00 % per annum in cash and (ii) 2.00 % per annum in the form of additional notes or in cash, at Century's option.
+Added: In connection with the offering of the 2025 Notes, we also commenced a cash tender offer to purchase at par any and all of our outstanding 2021 Notes.
Hawesville Term Loan
13 unchanged sentences
revolving credit facility by up to $ 50.0 million, subject to agreement with the lenders.
−Removed: revolving credit facility matures on the earlier of May 2023 or six months before the stated maturity of our outstanding senior secured notes.
−Removed: Based on the current maturity date for our outstanding secured notes of June 1, 2021, the maturity date for the U.S.
−Removed: revolving credit facility would be December 1, 2020.
−Removed: Upon a refinancing of our secured notes, the maturity date of our U.S.
−Removed: revolving credit facility will extend to May 2023.
+Added: In connection with the offering of the 2025 Notes, on June 17, 2020, we entered into Amendment No.1 to our U.S.
+Added: revolving credit facility extending the maturity date of the U.S.
+Added: revolving credit facility to May 16, 2023.
+Added: Amendment No.1 became effective on July 1, 2020, upon the closing of the offering of the 2025 Notes.
Any letters of credit issued and outstanding under the U.S.
revolving credit facility reduce our borrowing availability on a dollar-for-dollar basis.
−Removed: At March 31, 2020 , there were $ 45.0 million in outstanding borrowings under our U.S.
+Added: At June 30, 2020, there were $ 45.0 million in outstanding borrowings under our U.S.
revolving credit facility.
2 unchanged sentences
The U.S revolving credit facility contains a springing financial covenant that requires us to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 any time availability under the U.S revolving credit facility is less than or equal to the lower of $ 17.5 million or 10 % of the borrowing base but not less than $ 12.5 million.
+Added: As of June 30, 2020, we were in compliance with all such covenants or maintained availability above such covenant triggers.
Status of our U.S.
revolving credit facility:
−Removed: March 31, 2020
+Added: June 30, 2020
Credit facility maximum amount $ 175.0
5 unchanged sentences
Our wholly-owned subsidiary, Nordural Grundartangi ehf ("Grundartangi"), has entered into a $ 50.0 million revolving credit facility agreement with Landsbankinn hf., dated November 2013, as amended (the "Iceland revolving credit facility").
−Removed: Under the terms of the Iceland revolving credit facility, when Grundartangi borrows funds it will designate a repayment date, which may be any date prior to the maturity of the Iceland revolving credit facility.
−Removed: At March 31, 2020 , there were $ 45.0 million in outstanding borrowings under our Iceland revolving credit facility.
+Added: At June 30, 2020, there were $ 45.0 million in outstanding borrowings under our Iceland revolving credit facility.
The Iceland revolving credit facility has a term through November 2022.
1 unchanged sentence
Status of our Iceland revolving credit facility:
−Removed: March 31, 2020
+Added: June 30, 2020
Credit facility maximum amount $ 50.0
29 unchanged sentences
On August 18, 2017, the District Court for the Southern District of West Virginia approved a settlement agreement in respect of these actions.
−Removed: Under the terms of the settlement agreement, CAWV agreed to make payments into a trust for the benefit of the CAWV Retirees in the aggregate amount of $ 23.0 million over the course of 10 years.
+Added: Under the terms of the settlement agreement, CAWV agreed to make payments into a trust for the benefit of the CAWV Retirees in the aggregate amount of $ 23.0 million over the course of ten years .
Upon approval of the settlement, we paid $ 5.0 million to the aforementioned trust in September 2017 and recognized a gain of $ 5.5 million to arrive at the-then net present value of $ 12.5 million.
CAWV has agreed to pay the remaining amounts under the settlement agreement in annual increments of $ 2.0 million for nine years.
−Removed: As of March 31, 2020 , $ 2.0 million was recorded in other current liabilities and $ 8.9 million was recorded in other liabilities.
+Added: As of June 30, 2020, $ 2.0 million was recorded in other current liabilities and $ 9.1 million was recorded in other liabilities.
CENTURY ALUMINUM COMPANY
5 unchanged sentences
Under certain circumstances, in periods of lower primary aluminum prices relative to our cost of operations, we are able to defer one or more of these payments, provided that we provide the PBGC with acceptable security for such deferred payments.
−Removed: We did not make any contributions for the three month periods ended March 31, 2020 and 2019 .
+Added: We did no t make any contributions for the six month periods ended June 30, 2020 and 2019.
We have elected to defer certain payments under the PBGC agreement and have provided the PBGC with the appropriate security.
65 unchanged sentences
Components of AOCL:
−Removed: March 31, 2020
+Added: June 30, 2020
December 31, 2019
Defined benefit plan liabilities
+Added: $ ( 113.1 ) $ ( 115.9 )
Unrealized gain (loss) on financial instruments
Other comprehensive loss before income tax effect
+Added: ( 110.9 ) ( 113.6 )
Income tax effect (1)
Accumulated other comprehensive loss
+Added: $ ( 107.6 ) $ ( 109.8 )
(1) The allocation of the income tax effect to the components of other comprehensive loss is as follows:
−Removed: March 31, 2020
+Added: June 30, 2020
December 31, 2019
2 unchanged sentences
The following table summarizes the changes in the accumulated balances for each component of AOCL:
−Removed: Defined benefit plan and other postretirement liabilities
−Removed: Unrealized gain (loss) on financial instruments
−Removed: Total, net of tax
−Removed: Balance, January 1, 2020
+Added: Defined benefit plan and other postretirement liabilities Unrealized gain (loss) on financial instruments Total, net of tax
+Added: Balance, April 1, 2020
+Added: $ ( 110.3 ) $ 1.9 $ ( 108.4 )
Net amount reclassified to net income (loss) 0.8 — 0.8
−Removed: Balance, March 31, 2020
−Removed: Balance, January 1, 2019
+Added: Balance, June 30, 2020
+Added: $ ( 109.5 ) $ 1.9 $ ( 107.6 )
+Added: Balance, April 1, 2019
+Added: $ ( 101.7 ) $ 2.0 $ ( 99.7 )
+Added: Net amount reclassified to net income 1.0 0.0 1.0
+Added: Balance, June 30, 2019
+Added: $ ( 100.7 ) $ 2.0 $ ( 98.7 )
+Added: Balance, December 31, 2019 $ ( 111.7 ) $ 1.9 $ ( 109.8 )
+Added: Net amount reclassified to net loss 2.2 0.0 2.2
+Added: Balance, June 30, 2020
+Added: $ ( 109.5 ) $ 1.9 $ ( 107.6 )
+Added: Balance, December 31, 2018
+Added: $ ( 100.7 ) $ 2.0 $ ( 98.7 )
Impact of ASU 2018-02 (1)
+Added: ( 1.3 ) — ( 1.3 )
Net amount reclassified to net income (loss) 1.3 ( 0.1 ) 1.3
−Removed: Balance, March 31, 2019
+Added: Balance, June 30, 2019
+Added: $ ( 100.7 ) $ 2.0 $ ( 98.7 )
(1) ASU 2018-02.
4 unchanged sentences
Reclassifications out of AOCL were included in the consolidated statements of operations as follows:
−Removed: Three months ended March 31,
−Removed: AOCL Components
−Removed: Defined benefit plan and other postretirement liabilities
−Removed: Cost of goods sold
+Added: Three months ended June 30,
+Added: Six months ended June 30,
+Added: AOCL Components Location 2020
+Added: Defined benefit plan and other postretirement liabilities Cost of goods sold $ 0.4 $ 0.3 $ 1.5 $ 0.9
Selling, general and administrative expenses 0.2 ( 0.2 ) 0.4 ( 0.6 )
1 unchanged sentence
Income tax effect ( 0.3 ) ( 0.3 ) ( 0.6 ) ( 0.5 )
−Removed: Unrealized loss on financial instruments
−Removed: Cost of goods sold
+Added: Net of tax $ 0.8 $ 1.0 $ 2.2 $ 1.3
+Added: Unrealized loss on financial instruments Cost of goods sold $ 0.0 $ 0.0 $ 0.0 $ ( 0.1 )
Income tax effect 0.0 0.0 0.0 0.0
+Added: Net of tax $ 0.0 $ 0.0 $ 0.0 $ ( 0.1 )
Components of Net Periodic Benefit Cost
Pension Benefits
−Removed: Three months ended March 31,
+Added: Three months ended June 30,
+Added: Six months ended June 30,
+Added: Service cost $ 1.1 $ 0.5 $ 2.4 $ 1.5
Interest cost 2.8 3.4 5.6 6.7
4 unchanged sentences
Other Postretirement Benefits ("OPEB")
−Removed: Three months ended March 31,
+Added: Three months ended June 30,
+Added: Six months ended June 30,
+Added: Service cost $ 0.1 $ 0.7 $ 0.2 $ 0.7
Interest cost 0.7 1.2 1.5 2.3
2 unchanged sentences
Net periodic benefit cost $ 0.1 $ 0.5 $ 1.2 $ 1.0
−Removed: As of March 31, 2020 , we had an open position of 145,402 tonnes related to LME forward financial sales contracts to fix the forward LME price.
+Added: As of June 30, 2020, we had an open position of 104,740 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price.
These contracts are expected to settle monthly through December 2024.
1 unchanged sentence
These contracts are expected to settle through December 2021.
−Removed: We have entered into financial contracts to fix the forward price for power related to the expected production of Line 4 at Hawesville for the period of January 2020 through December 2020 ("Hawesville L4 power price swaps").
−Removed: As of March 31,
+Added: We have also entered into LME and MWP financial contracts with various counterparties to offset fixed price sales arrangements with certain of our customers (“fixed for floating swaps”) to remain exposed to the LME and MWP aluminum prices.
+Added: As of June 30, 2020, we had an open position related to such arrangements of 14,596 tonnes that will settle at various dates through October 2021.
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
−Removed: 2020 , we had an open position of 592,920 MWh.
−Removed: The Hawesville L4 power price swaps are expected to settle monthly over the term of the contracts.
−Removed: We have entered into financial contracts to hedge approximately 50 % of our exposure at our U.S operations to the MISO Indiana Hub (“MISO Indiana Hub power price swaps”) and the NYMEX Henry Hub (“NYMEX Henry Hub natural gas price swaps”) for the period of April 2020 through September 2020.
+Added: We have entered into financial contracts to fix the forward price for power related to the expected production of Line 4 at Hawesville for the period of January 2020 through December 2020 ("Hawesville L4 power price swaps").
+Added: As of June 30, 2020, we had an open position of 395,280 MWh.
+Added: The Hawesville L4 power price swaps are expected to settle monthly through December 2020.
+Added: We have entered into financial contracts to hedge a portion of our exposure at our U.S operations to the MISO Indiana Hub (“MISO Indiana Hub power price swaps”) and the NYMEX Henry Hub (“NYMEX Henry Hub natural gas price swaps”).
The natural gas volume is measured per million British Thermal Units ("mmBTU").
−Removed: As of March 31, 2020 , we had an open position of 2,340,000 mmBTU related to the NYMEX Henry Hub natural gas price swaps and an open position of 1,471,320 MWh related to the MISO Indiana Hub power price swaps.
−Removed: Both the NYMEX Henry Hub natural gas price swaps and MISO Indiana power price swaps are expected to settle monthly over the term of the contracts.
−Removed: We have financial contracts with various counterparties to offset fixed price sales arrangements with certain of our customers (“fixed for floating swaps”) to remain exposed to the LME and MWP prices.
−Removed: As of March 31, 2020 , we had an open position related to such arrangements of 15,271 tonnes that will settle at various dates through June 2021.
−Removed: We have entered into financial contracts to hedge approximately all of Grundartangi's exposure to the Nord Pool power market through December 2020 and 50 % of Grundartangi's exposure to the Nord Pool power market through December 2021 (“Nord Pool power price swaps”), respectively.
−Removed: As of March 31, 2020 , we had an open position of 1,693,958 MWh related to the Nord Pool power price swaps.
+Added: As of June 30, 2020, we had an open position of 1,170,000 mmBTU related to the NYMEX Henry Hub natural gas price swaps and an open position of 735,660 MWh related to the MISO Indiana Hub power price swaps.
+Added: Both the NYMEX Henry Hub natural gas price swaps and MISO Indiana power price swaps are expected to settle monthly through September 2020.
+Added: We have entered into financial contracts to hedge a portion of Grundartangi's exposure to the Nord Pool power market (“Nord Pool power price swaps”).
+Added: As of June 30, 2020, we had an open position of 1,340,992 MWh related to the Nord Pool power price swaps.
+Added: The Nord Pool power price swaps are expected to settle monthly through December 2021.
Because the Nord Pool power price swaps are settled in Euros, we have entered into financial contracts to hedge the risk of fluctuations associated with the Euro ("FX swaps").
−Removed: As of March 31, 2020 , we had an open position related to the FX swaps of € 44.6 million that will settle monthly through December 2021.
−Removed: The following table sets forth the Company's derivative assets and liabilities that were accounted for at fair value and not designated as cashflow hedges as of March 31, 2020 and December 31, 2019, respectively:
+Added: As of June 30, 2020, we had an open position related to the FX swaps of € 35.6 million that will settle monthly through December 2021.
+Added: The following table sets forth the Company's derivative assets and liabilities that were accounted for at fair value and not designated as cash flow hedges as of June 30, 2020 and December 31, 2019, respectively:
Asset Fair Value
−Removed: March 31, 2020
+Added: June 30, 2020
December 31, 2019
Commodity contracts (1)
+Added: $ 34.6 $ 19.7
Foreign exchange contracts (2)
+Added: Total $ 34.6 $ 19.7
Liability Fair Value
−Removed: March 31, 2020
+Added: June 30, 2020
December 31, 2019
1 unchanged sentence
Foreign exchange contracts (2)
+Added: Total $ 15.7 $ 4.2
(1) Commodity contracts reflect our outstanding LME forward financial sales contracts, MWP forward financial sales contracts, Hawesville L4 power price swaps, fixed for floating swaps, NYMEX Henry Hub natural gas price swaps, MISO Indiana Hub power price swaps, and Nord Pool power price swaps.
−Removed: At March 31, 2020 and December 31, 2019, $ 8.1 million and $ 0.2 million of Due from affiliates and $ 5.1 million and $ 0.5 million of Due from affiliates - less current portion, respectively, is related to commodity contract assets with Glencore.
+Added: At June 30, 2020 and December 31, 2019, $ 1.5 million and $ 0.2 million of Due from affiliates and $ 3.9 million and $ 0.5 million of Due from affiliates - less current portion, respectively, is related to commodity contract assets with Glencore.
(2) Foreign exchange contracts reflect our outstanding FX swaps.
3 unchanged sentences
The following table summarizes the net (loss) gain on forward and derivative contracts:
−Removed: Three months ended March 31,
+Added: Three months ended June 30,
+Added: Six months ended June 30,
Commodity contracts (3)
+Added: $ 2.9 $ 6.1 $ 11.8 $ 0.6
Foreign exchange contracts 0.8 0.0 ( 4.3 ) ( 0.2 )
−Removed: (3) For the three months ended March 31, 2020 and 2019, $ 12.6 million and $ ( 1.0 ) million of the net (loss) gain, respectively, was with Glencore.
+Added: Total $ 3.7 $ 6.1 $ 7.5 $ 0.4
+Added: (3) For the three months ended June 30, 2020 and 2019, $( 7.9 ) million and $ 1.8 million of the net (loss) gain, respectively, was with Glencore.
+Added: For the six months ended June 30, 2020 and 2019, $ 4.7 million and $ 0.8 million of net (loss) gain, respectively, was with Glencore.
CENTURY ALUMINUM COMPANY
11 unchanged sentences
We allocate corporate expenses or income to our subsidiaries and charge interest on certain intercompany balances.
−Removed: The following summarized condensed consolidating statements of comprehensive income (loss) for the three months ended March 31, 2020 and 2019 , condensed consolidating balance sheets as of March 31, 2020 and December 31, 2019 and the condensed consolidating statements of cash flows for the three months ended March 31, 2020 and 2019 present separate results for Century, the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries, consolidating adjustments and total consolidated amounts.
+Added: The following summarized condensed consolidating statements of comprehensive income (loss) for the three and six months ended June 30, 2020 and 2019, condensed consolidating balance sheets as of June 30, 2020 and December 31, 2019 and the condensed consolidating statements of cash flows for the six months ended June 30, 2020 and 2019 present separate results for Century, the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries, consolidating adjustments and total consolidated amounts.
CENTURY ALUMINUM COMPANY
2 unchanged sentences
Condensed Consolidating Statements of Comprehensive Income (Loss)
−Removed: For the three months ended March 31, 2020
−Removed: Combined Guarantor Subsidiaries
−Removed: Combined Non-Guarantor Subsidiaries
−Removed: Consolidating Adjustments
−Removed: Total Consolidated
+Added: For the three months ended June 30, 2020
+Added: The Company Combined Guarantor Subsidiaries Combined
+Added: Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated
Related parties $ — $ 156.2 $ 129.4 $ — $ 285.6
25 unchanged sentences
Condensed Consolidating Statements of Comprehensive Income (Loss)
−Removed: For the three months ended March 31, 2019
−Removed: Combined Guarantor Subsidiaries
−Removed: Combined Non-Guarantor Subsidiaries
−Removed: Consolidating Adjustments
−Removed: Total Consolidated
+Added: For the three months ended June 30, 2019
+Added: The Company Combined Guarantor Subsidiaries Combined
+Added: Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated
Related parties $ — $ 147.4 $ 157.6 $ — $ 305.0
6 unchanged sentences
Operating income (loss) ( 11.5 ) 3.6 ( 8.4 ) — ( 16.3 )
+Added: Interest expense - term loan ( 0.6 ) — — — ( 0.6 )
Interest expense ( 5.3 ) ( 0.4 ) ( 0.1 ) — ( 5.8 )
6 unchanged sentences
Income (loss) before equity in earnings of joint ventures ( 3.9 ) 4.7 ( 17.3 ) — ( 16.5 )
+Added: Loss on Sale of BHH — — ( 4.3 ) ( 4.3 )
Equity in earnings (loss) of joint ventures ( 16.8 ) ( 0.6 ) 0.1 17.4 0.1
7 unchanged sentences
(amounts in millions)
−Removed: Condensed Consolidating Balance Sheet
−Removed: As of March 31, 2020
−Removed: Combined Guarantor Subsidiaries
−Removed: Combined Non-Guarantor Subsidiaries
−Removed: Consolidating Adjustments
−Removed: Total Consolidated
+Added: Condensed Consolidating Statements of Comprehensive Income (Loss)
+Added: For the six months ended June 30, 2020
+Added: The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated
+Added: Related parties $ — $ 304.1 $ 252.5 $ — $ 556.6
+Added: Other customers — 217.8 48.7 — 266.5
+Added: Total net sales — 521.9 301.2 — 823.1
+Added: Cost of goods sold — 547.3 284.0 — 831.3
+Added: Gross profit (loss) — ( 25.4 ) 17.2 — ( 8.2 )
+Added: Selling, general and administrative expenses 19.9 — 0.8 — 20.7
+Added: Other operating (income) expense - net — — 0.5 — 0.5
+Added: Operating income (loss) ( 19.9 ) ( 25.4 ) 15.9 — ( 29.4 )
+Added: Interest expense - term loan ( 1.2 ) — — — ( 1.2 )
+Added: Interest expense ( 10.5 ) ( 0.8 ) ( 0.6 ) — ( 11.9 )
+Added: Intercompany interest 16.5 5.4 ( 21.9 ) — —
+Added: Interest income 0.3 — 0.2 — 0.5
+Added: Net gain (loss) on forward and derivative contracts 30.7 0.7 ( 23.9 ) — 7.5
+Added: Other income (expense) - net 0.2 0.6 2.2 — 3.0
+Added: Income (loss) before income taxes and equity in earnings of joint ventures 16.1 ( 19.5 ) ( 28.1 ) — ( 31.5 )
+Added: Income tax benefit (expense) 1.0 — 0.9 — 1.9
+Added: Income (loss) before equity in earnings of joint ventures 17.1 ( 19.5 ) ( 27.2 ) — ( 29.6 )
+Added: Equity in earnings (loss) of joint ventures ( 46.7 ) 2.4 — 44.3 0.0
+Added: Net income (loss) ( 29.6 ) ( 17.1 ) ( 27.2 ) 44.3 ( 29.6 )
+Added: Other comprehensive income before income tax effect 2.7 1.5 0.9 ( 2.4 ) 2.7
+Added: Income tax effect ( 0.6 ) — — — ( 0.6 )
+Added: Other comprehensive income 2.1 1.5 0.9 ( 2.4 ) 2.1
+Added: Total comprehensive income (loss) $ ( 27.5 ) $ ( 15.6 ) $ ( 26.3 ) $ 41.9 $ ( 27.5 )
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions)
+Added: Condensed Consolidating Statements of Comprehensive Income (Loss)
+Added: For the six months ended June 30, 2019
+Added: The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated
+Added: Related parties $ — $ 299.9 $ 316.5 $ — $ 616.4
+Added: Other customers — 334.9 11.9 — 346.8
+Added: Total net sales — 634.8 328.4 — 963.2
+Added: Cost of goods sold — 633.2 346.9 — 980.1
+Added: Gross profit (loss) — 1.6 ( 18.5 ) — ( 16.9 )
+Added: Selling, general and administrative expenses 25.6 — 1.0 — 26.6
+Added: Other operating (income) expense - net — — 0.6 — 0.6
+Added: Operating income (loss) ( 25.6 ) 1.6 ( 20.1 ) — ( 44.1 )
+Added: Interest expense - term loan ( 0.6 ) — — — ( 0.6 )
+Added: Interest expense ( 10.8 ) ( 0.8 ) ( 0.1 ) — ( 11.7 )
+Added: Intercompany interest 17.4 5.0 ( 22.4 ) — —
+Added: Interest income 0.1 — 0.3 — 0.4
+Added: Net gain (loss) on forward and derivative contracts 0.1 0.7 ( 0.4 ) — 0.4
+Added: Other income (expense) - net 0.9 ( 1.9 ) 0.5 — ( 0.5 )
+Added: Income (loss) before income taxes and equity in earnings of joint ventures ( 18.5 ) 4.6 ( 42.2 ) — ( 56.1 )
+Added: Income tax benefit (expense) 0.9 — 3.5 — 4.4
+Added: Income (loss) before equity in earnings of joint ventures ( 17.6 ) 4.6 ( 38.7 ) — ( 51.7 )
+Added: Loss on sale of BHH — — ( 4.3 ) — ( 4.3 )
+Added: Equity in earnings (loss) of joint ventures ( 37.7 ) ( 0.3 ) 0.7 38.0 0.7
+Added: Net income (loss) ( 55.3 ) 4.3 ( 42.3 ) 38.0 ( 55.3 )
+Added: Other comprehensive income before income tax effect 1.8 0.9 1.5 ( 2.4 ) 1.8
+Added: Income tax effect ( 0.5 ) — — — ( 0.5 )
+Added: Other comprehensive income 1.3 0.9 1.5 ( 2.4 ) 1.3
+Added: Total comprehensive income (loss) $ ( 54.0 ) $ 5.2 $ ( 40.8 ) $ 35.6 $ ( 54.0 )
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions)
+Added: Condensed Consolidating Balance Sheets
+Added: As of June 30, 2020
+Added: The Company Combined Guarantor Subsidiaries Combined
+Added: Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated
Cash & cash equivalents $ 103.7 $ 0.2 $ 70.2 $ — $ 174.1
2 unchanged sentences
Due from affiliates 1.9 7.5 0.4 — 9.8
+Added: Inventories — 168.7 106.3 — 275.0
Derivative Assets 18.3 — — — 18.3
3 unchanged sentences
Investment in subsidiaries 568.3 65.1 — ( 633.4 ) —
−Removed: Due from affiliates - long term
+Added: Due from affiliates - less current portion 736.2 599.6 5.3 ( 1,337.2 ) 3.9
+Added: Other assets 48.1 3.7 17.9 — 69.7
+Added: TOTAL $ 1,500.3 $ 1,206.7 $ 787.6 $ ( 1,970.6 ) $ 1,524.0
Accounts payable, trade $ 2.5 $ 62.2 $ 23.0 $ — $ 87.7
1 unchanged sentence
Accrued and other current liabilities 26.2 22.6 28.1 — 76.9
−Removed: Derivative Liabilities
Accrued employee benefits costs 1.9 7.7 0.8 — 10.4
Term loan - current 20.0 — — — 20.0
−Removed: Revolving credit facility
+Added: U.S revolving credit facility 45.0 — — — 45.0
Industrial revenue bonds — 7.8 — — 7.8
11 unchanged sentences
Preferred stock 0.0 — — — 0.0
+Added: Common stock 1.0 — — — 1.0
Other shareholders' equity 647.7 637.9 ( 4.5 ) ( 633.4 ) 647.7
Total shareholders' equity 648.7 637.9 ( 4.5 ) ( 633.4 ) 648.7
+Added: TOTAL $ 1,500.3 $ 1,206.7 $ 787.6 $ ( 1,970.6 ) $ 1,524.0
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions)
−Removed: Condensed Consolidating Balance Sheet
+Added: Condensed Consolidating Balance Sheets
As of December 31, 2019
−Removed: Combined Guarantor Subsidiaries
−Removed: Combined Non-Guarantor Subsidiaries
−Removed: Consolidating Adjustments
−Removed: Total Consolidated
+Added: The Company Combined Guarantor Subsidiaries Combined
+Added: Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated
Cash & cash equivalents $ 0.3 $ 0.1 $ 38.5 $ — $ 38.9
2 unchanged sentences
Due from affiliates — 10.9 19.2 — 30.1
+Added: Inventories — 205.5 115.1 — 320.6
Derivative Assets 12.2 — 2.4 — 14.6
4 unchanged sentences
Due from affiliates - long term 749.5 537.9 5.1 ( 1,292.0 ) 0.5
+Added: Other assets 38.1 5.7 18.9 — 62.7
+Added: TOTAL $ 1,430.5 $ 1,225.3 $ 808.1 $ ( 1,964.2 ) $ 1,499.7
Accounts payable, trade $ 2.3 $ 66.2 $ 28.6 $ — $ 97.1
15 unchanged sentences
Preferred stock 0.0 — — — 0.0
+Added: Common stock 1.0 0.0 0.1 ( 0.1 ) 1.0
Other shareholders' equity 674.0 650.1 22.0 ( 672.1 ) 674.0
Total shareholders' equity 675.0 650.1 22.1 ( 672.2 ) 675.0
+Added: TOTAL $ 1,430.5 $ 1,225.3 $ 808.1 $ ( 1,964.2 ) $ 1,499.7
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions)
−Removed: Condensed Consolidating Statement of Cash Flows
−Removed: For the three months ended March 31, 2020
−Removed: Combined Guarantor Subsidiaries
−Removed: Combined Non-Guarantor Subsidiaries
−Removed: Consolidating Adjustments
−Removed: Total Consolidated
+Added: Condensed Consolidating Statements of Cash Flows
+Added: For the six months ended June 30, 2020
+Added: The Company Combined Guarantor Subsidiaries Combined
+Added: Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated
Net cash provided by (used in) operating activities $ ( 21.6 ) $ 66.8 $ 26.4 $ — $ 71.6
14 unchanged sentences
(amounts in millions)
−Removed: Condensed Consolidating Statement of Cash Flows
−Removed: For the three months ended March 31, 2019
−Removed: Combined Guarantor Subsidiaries
−Removed: Combined Non-Guarantor Subsidiaries
−Removed: Consolidating Adjustments
−Removed: Total Consolidated
+Added: Condensed Consolidating Statements of Cash Flows
+Added: For the six months ended June 30, 2019
+Added: The Company Combined Guarantor Subsidiaries Combined
+Added: Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated
Net cash provided by (used in) operating activities $ ( 35.6 ) $ ( 1.1 ) $ 11.1 $ — $ ( 25.6 )
Purchase of property, plant and equipment ( 0.6 ) ( 12.2 ) ( 10.5 ) — ( 23.3 )
+Added: Proceeds from sale of joint venture — — 10.5 — 10.5
Intercompany transactions ( 22.2 ) ( 33.6 ) 0.2 55.6 —
Net cash provided by (used in) investing activities ( 22.8 ) ( 45.8 ) 0.2 55.6 ( 12.8 )
+Added: Borrowing under term loan 40.0 — — — 40.0
Borrowings under revolving credit facilities 288.2 — — — 288.2
Repayments under revolving credit facilities ( 303.3 ) — — — ( 303.3 )
−Removed: Debt issuance costs
+Added: Other short term borrowings 3.4 — — — 3.4
+Added: Repayment on other short term borrowings ( 3.4 ) — — — ( 3.4 )
+Added: Issuance of common stock 0.3 — — — 0.3
Intercompany transactions 33.7 46.8 ( 24.9 ) ( 55.6 ) —
3 unchanged sentences
Cash, cash equivalents and restricted cash, end of period $ 0.6 $ 0.7 $ 25.2 $ — $ 26.5
+Added: Subsequent Events
+Added: On July 1, 2020, we completed our offering of $ 250 million aggregate principal amount of the 2025 Notes.
+Added: The 2025 Notes bear interest semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2021, at a rate of (i) 10.00 % per annum in cash and (ii) 2.00 % per annum in the form of additional notes or in cash, at our option.
+Added: Concurrently with the closing of the issuance of the 2025 Notes, on July 1, 2020, (i) the maturity date of our U.S.
+Added: revolving credit facility was extended to May 16, 2023;
+Added: (ii) we purchased at par $ 243,690,000 in aggregate principal amount of the 2021 Notes pursuant to a tender offer commenced in connection with the offering;
+Added: and (iii) we notified the holders of all outstanding 2021 Notes that were not purchased in the tender offer of our election to redeem all such remaining 2021 Notes on July 31, 2020, and deposited with the trustee under the indenture governing the 2021 Notes an amount sufficient to fund the full redemption of the remaining 2021 Notes and discharge our obligations with respect thereto.
+Added: We applied the net proceeds from the offering of the 2025 Notes described above, together with cash on hand, toward payment of the total consideration amount
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions)
+Added: to holders whose 2021 Notes were accepted and purchased in the tender offer and to fund the redemption of any remaining 2021 Notes, which were redeemed on July 31, 2020.
+Added: Based on the characteristics of the 2021 Notes and the 2025 Notes that were issued, the tender and redemption of the 2021 Notes would be accounted for as an extinguishment of the debt.
+Added: Accordingly, we expect to record a loss on early extinguishment of debt in the third quarter of 2020, consisting of the write-off of deferred financing costs and the debt discount associated with the 2021 Notes, as well as the tender fees paid as part of the tender offer.
FORWARD-LOOKING STATEMENTS
3 unchanged sentences
Forward-looking statements in this quarterly report and in our other reports filed with the Securities and Exchange Commission (the "SEC"), for example, may include statements regarding:
−Removed: The future financial and operating performance of the Company and its subsidiaries, including financial and operating estimates or projections from the restart of curtailed capacity, as a result of future raw material costs or otherwise;
+Added: • The future financial and operating performance of the Company and its subsidiaries, including financial and operating estimates or projections from the restart of curtailed capacity, as a result of future aluminum or raw material costs or otherwise;
• Our assessment of the aluminum market and aluminum prices (including premiums);
4 unchanged sentences
• Our ability to successfully obtain long-term competitive power arrangements for our operations, including at Mt.
+Added: Holly, and the potential benefits we may receive or potential detriments we may incur if we are or are not successful in such efforts;
• Our assessment of global and local financial and economic conditions;
7 unchanged sentences
• Estimates of our pension and other postretirement liabilities, legal and environmental liabilities and other contingent liabilities;
−Removed: Our assessment of any future tax or insurance claims;
+Added: • Our assessment of any future tax audits or insurance claims and their respective outcomes;
• Negotiations with labor unions;
−Removed: The impact of the rapidly evolving COVID-19 pandemic, including any possible impact on our business, operations, financial condition, results of operation, global supply chains or workforce;
+Added: • The impact of the continuously evolving COVID-19 pandemic, including any possible impact on our business, operations, financial condition, results of operation, global supply chains or workforce;
+Added: • Our assessment of any information technology-related risks, including the risk from cyberattack or data security breaches;
• Our future business objectives, plans, strategies and initiatives, including our competitive position and prospects.
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.