CENTURY ALUMINUM CO 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. This Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Century Aluminum Company and should be read in conjunction with the accompanying consolidated financial statements and related notes thereto. This MD&A contains “forward-looking statements” - see “Forward-Looking Statements” above. Overview We are a global producer of primary aluminum with aluminum reduction facilities, or "smelters," in the United States and Iceland. The key determinants of our results of operations and cash flow from operations are as follows: • the price of primary aluminum, which is based on the London Metal Exchange ("LME") and other exchanges, plus any regional premiums and value-added product premiums; • the cost of goods sold, the principal components of which are electrical power, alumina, carbon products and labor, which in aggregate represent more than 75% of our cost of goods sold; and • our production volume. Recent Developments In December 2019, an outbreak of a novel strain of coronavirus, COVID-19, was identified in Wuhan, China. Since then, COVID-19 has spread across the globe and, in March 2020, was recognized as a pandemic by the World Health Organization. As of the date of this filing, COVID-19 continues to spread in the United States and within other major economies across the world. While the ultimate impact of the COVID-19 pandemic is still unknown, the pandemic has resulted in significant governmental measures being implemented to control the spread of the virus, including, among others, restriction on travel and the imposition of stay-at-home or remote-work conditions and has otherwise caused consumers and businesses to reduce their activities and their spending. These restrictions and reductions in activities associated with the virus have in turn caused a slowdown of the global economy and resulted in lower prices for our products. For example, the average LME price for primary aluminum has fallen from an average of $1,792 per tonne in 2019 to $1,494 per tonne for the three months ended June 30, 2020 and $1,592 per tonne for the six months ended June 30, 2020. While we have recently seen some improvement in the LME price for aluminum, averaging $1,639 per tonne for July 2020, because we sell our product on a one- to three-month lag to current prices, the impact of the decline in prices on our fin ancial results will continue to be reflected in future periods. Decreases in the prices of our products have been partially offset by decreases in the prices of our key cost inputs; however, decreases in aluminum prices also negatively impact our liquidity by lowering our borrowing availability under our U.S. revolving credit facility (due to a lower market value of our inventory and accounts receivable). In response to the pandemic, we have taken a number of actions to protect the health and well-being of our employees and to prevent the spread of COVID-19 within our operations. Our plants have not experienced any disruption in operations as a result of the pandemic, and we continue to sell all of our metal essentially as it is cast. We have not experienced material customer cancellations and do not currently expect a build-up of inventory in future periods; however, changes in product mix have had and will continue to have an impact on the average product premium received for our products as compared to prior periods. In addition to the efforts noted above, we have also taken actions to mitigate the financial impact of the pandemic. Such actions include reducing discretionary spending, optimizing working capital and deferring non-essential capital projects. To preserve liquidity, in March 2020, we drew down a total of $90.0 million under our U.S. and Iceland revolving credit facilities, the proceeds of which, are available, if needed, for working capital, general corporate or other purposes. We have also effectively extended the maturities of our principal debt obligations. On July 1, 2020, we issued $250.0 million in aggregate principal amount of senior secured notes due 2025 (the "2025 Notes"), and used the proceeds, together with cash on hand, to purchase all 2021 Notes tendered in a tender offer and to redeem all 2021 Notes that were not tendered. In connection with the offering of the 2025 Notes, we also entered into Amendment No.1 to our U.S. revolving credit facility extending the maturity date to May 16, 2023. The ultimate extent of the effects of the COVID-19 pandemic on our business, results of operations and financial performance is highly uncertain and will depend on future developments, and such effects could exist for an extended period of time. Due to the above circumstances and as described generally in this Form 10-Q, our results of operations for the three and six month periods ended June 30, 2020 are not necessarily indicative of the results to be expected for the full fiscal year. 41 See Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and Pa rt I I, Item 1A. Risk Fac t ors of our quarterly reports on Form 10-Q for additional information. Results of Operations The following discussion for the three and six months ended June 30, 2020 reflects restart activity at Hawesville and no change in production capacities at our other operating facilities. Our net sales are impacted primarily by the LME price for aluminum, regional and value-added premiums, and the volume and product mix of aluminum we ship during the period. In general, our results reflect the LME and regional premium pricing on an approximately one to three month lag basis reflecting contractual terms with our customers. Electrical power, alumina, carbon products and labor are the principal components of our cost of goods sold. In general, our results reflect the market cost of alumina on an approximately three-month lag reflecting the terms of our alumina contracts and inventory levels. Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 (in millions, except per share data) NET SALES: Related parties $ 285.6 $ 305.0 $ 556.6 $ 616.4 Other customers 116.3 168.1 266.5 346.8 Total net sales 401.9 473.1 823.1 963.2 Gross profit (loss) (13.0) (4.1) (8.2) (16.9) Net income (loss) (26.9) (20.7) (29.6) (55.3) EARNINGS (LOSS) PER COMMON SHARE: Basic and Diluted $ (0.30) $ (0.23) $ (0.33) $ (0.63) SHIPMENTS - PRIMARY ALUMINUM (1) United States Iceland Total Tonnes Net Sales (in millions) Tonnes Net Sales (in millions) Tonnes Net Sales (in millions) 2020 2nd Quarter 130,645 $ 246.6 79,664 $ 145.9 210,309 $ 392.5 1st Quarter 129,114 $ 273.8 73,791 $ 141.0 202,905 $ 414.8 Total 259,759 $ 520.4 153,455 $ 286.9 413,214 $ 807.3 2019 2nd Quarter 125,154 $ 295.0 78,226 $ 157.7 203,380 $ 452.7 1st Quarter 130,043 $ 313.3 76,408 $ 159.3 206,451 $ 472.6 Total 255,197 $ 608.3 154,634 $ 317.0 409,831 $ 925.3 (1) Excludes scrap aluminum and alumina sales. Net sales (in millions) 2020 2019 Three months ended June 30, $ 401.9 $ 473.1 Six months ended June 30, $ 823.1 $ 963.2 42 Net sales decreased by $71.2 million for the three months ended June 30, 2020 compared to the same period in 2019, primarily driven by unfavorable LME and regional premium price realizations of $66.3 million. Net sales decreased by $140.1 million for the six months ended June 30, 2020 compared to the same period in 2019, primarily driven by unfavorable LME and regional premium price realizations of $110.3 million. Gross profit (loss) (in millions) 2020 2019 Three months ended June 30, $ (13.0) $ (4.1) Six months ended June 30, $ (8.2) $ (16.9) Gross loss increased by $8.9 million for the three months ended June 30, 2020 compared to the same period in 2019 primarily due to unfavorable LME and regional premium price realizations of $66.3 million, partially offset by favorable raw material and power price realizations of $44.4 million and $16.8 million, respectively. Gross loss for the six months ended June 30, 2020 decreased by $8.7 million compared to the same period in 2019 primarily due to favorable raw material and power price realizations of $91.6 million and $31.9 million, respectively. The favorable impacts were partially offset by unfavorable LME and regional premium price realizations of $110.3 million. Selling, general and administrative expenses (in millions) 2020 2019 Three months ended June 30, $ 11.8 $ 11.9 Six months ended June 30, $ 20.7 $ 26.6 Selling, general and administrative expenses were flat for the three months ended June 30, 2020 compared to the same period in 2019. Selling, general and administrative expenses for the six months ended June 30, 2020 decreased by $5.9 million compared to the same period in 2019 primarily driven by a decrease in compensation costs. Net gain (loss) on forward and derivative contracts (in millions) 2020 2019 Three months ended June 30, $ 3.7 $ 6.1 Six months ended June 30, $ 7.5 $ 0.4 For the three months ended June 30, 2020, net gain on forward and derivative contracts decreased by $2.4 million compared to that for the three months ended June 30, 2019. The period to period change is primarily due to increases in LME and MWP prices from March 31, 2020 to June 30, 2020, as compared to those from March 31, 2019 to June 30, 2019. For the six months ended June 30, 2020, net gain on our forward and derivative contracts increased by $7.1 million compared to that for the six months ended June 30, 2019. The increase in gain relates to the impact of decreases in LME, offset by decrease in Nord Pool prices during the first six months of 2020 . Income tax benefit (expense) (in millions) 2020 2019 Three months ended June 30, $ (0.9) $ 1.6 Six months ended June 30, $ 1.9 $ 4.4 We have a valuation allowance against all of our U.S. and certain foreign deferred tax assets. The period to period change is primarily due to the change in earnings at our foreign entities that are not subject to a valuation allowance. See Note 7. Income Taxes to the consolidated financial statements included herein for additional information. 43 Liquidity and Capital Resources Liquidity Our principal sources of liquidity are available cash and cash flow from operations. We also have access to our existing revolving credit facilities and have raised capital in the past through public equity and debt markets. We regularly explore various other financing alternatives. Our principal uses of cash include the funding of operating costs (including post-retirement benefits), debt service requirements, capital expenditures, investments in our growth activities and in related businesses, working capital and other general corporate requirements. We believe that cash provided from operations and financing activities will be adequate to cover our operations and business needs over the next 12 months. As of June 30, 2020, we had cash and cash equivalents of approximately $174.1 million and unused availability under our revolving credit facilities of $23.3 million, resulting in a total liquidity position of approximately $197.4 million. Adverse changes in the price of aluminum or our principal costs of production could materially impact our ability to generate and raise cash. Furthermore, the COVID-19 pandemic could continue to impact the economy which may impact the price of our products as well as our ability to access capital and/or the terms under which we can do so. As noted above, we have taken preemptive action to preserve our liquidity and manage our cash flow. Such actions include reducing discretionary spending, optimizing working capital and deferring non-essential capital projects. To preserve liquidity, in March 2020, we drew down a total of $90.0 million under our U.S. and Iceland revolving credit facilities, the proceeds of which, are available, if needed, for working capital, general corporate or other purposes. We have also effectively extended the maturities of our principal debt obligations. On July 1, 2020, we issued $250.0 million in aggregate principal amount of our 2025 Notes and used the proceeds, together with cash on hand, to purchase all 2021 Notes tendered in a tender offer and to redeem all 2021 Notes that were not tendered. In connection with the offering of the 2025 Notes, we also entered into Amendment No.1 to our U.S. revolving credit facility extending the maturity date to May 16, 2023. As the impact of the COVID-19 pandemic on the economy and our operations is fluid and constantly evolving, we will continue to assess a variety of measures to improve our financial performance and liquidity. See Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and Part II , Item 1A. Risk Factor s of our quarterly report on Form 10-Q for the three months ended March 31, 2020 for additional information. Available Cash Our available cash and cash equivalents balance at June 30, 2020 was $174.1 million compared to $38.9 million at December 31, 2019. Sources and Uses of Cash Our statements of cash flows are summarized below: Six months ended June 30, 2020 2019 (in millions) Net cash provided by (used in) operating activities $ 71.6 $ (25.6) Net cash provided by (used in) investing activities (9.5) (12.8) Net cash provided by (used in) financing activities 76.0 25.2 Change in cash, cash equivalents and restricted cash $ 138.1 $ (13.2) The increase in net cash provided by operating activities was primarily driven by a decrease in net loss and improvements in working capital. The improvements in working capital were primarily attributable to lower raw material prices, timing of raw material receipts and the timing of trade receivable collection. The decrease in net cash used in investing activities was primarily due to higher spending on capital projects during the six months ended June 30, 2019, driven by the Vlissingen furnace rebuild project, as compared to the six months ended June 30, 2020. 44 The increase in net cash provided by financing activities was primarily due to outstanding borrowings on our U.S. revolving credit facility and Iceland revolving credit facility at June 30, 2020 compared to June 30, 2019, partially offset by payments on our Hawesville Term Loan. Borrowings on our revolving credit facilities are available, if needed, for working capital requirements, general corporate or other purposes. Availability Under Our Credit Facilities The U.S. revolving credit facility, dated May 2018, provides for borrowings of up to $175.0 million in the aggregate including up to $110.0 million under a letter of credit sub-facility, and also includes an uncommitted accordion feature whereby borrowers may increase the capacity of the U.S. revolving credit facility by up to $50.0 million, subject to agreement with the lenders. The U.S. revolving credit facility matures on May 16, 2023. Any letters of credit issued and outstanding under the U.S. revolving credit facility reduce our borrowing availability on a dollar-for-dollar basis. We have also entered into, through our wholly-owned subsidiary Nordural Grundartangi ehf ("Grundartangi"), a $50.0 million revolving credit facility, dated November 2013, as amended. The Iceland revolving credit facility matures in November 2022. The availability of funds under our credit facilities is limited by a specified borrowing base consisting of certain accounts receivable, inventory and qualified cash deposits which meet the lenders' eligibility criteria. Increases in the price of aluminum and/or restarts of previously curtailed operations, for example, increase our borrowing base by increasing our accounts receivable and inventory balances; decreases in the price of aluminum and/or curtailment of production capacity would decrease our borrowing base by reducing our accounts receivable and inventory balances. As of June 30, 2020, our U.S. revolving credit facility had a borrowing base of $106.2 million, $45.0 million in borrowings and $42.9 million in letters of credit outstanding. Of the outstanding letters of credit, $20.0 million related to our domestic power commitments and the remainder secured certain debt and workers’ compensation commitments. As of June 30, 2020, our Iceland revolving credit facility had a borrowing base of $50.0 million an d $45.0 million in borrowing s. As of June 30, 2020, our credit facilities had $23.3 million of net availability after consideration of our outstanding borrowings and letters of credit. We may borrow and make repayments under our credit facilities in the ordinary course based on a number of factors, including the timing of payments from our customers and payments to our suppliers. Our credit facilities contain customary covenants, including restrictions on mergers and acquisitions, indebtedness, affiliate transactions, liens, dividends and distributions, dispositions of collateral, investments and prepayments of indebtedness, including, 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. We intend to maintain availability to comply with these levels any time we would not meet the ratio, which could limit our ability to access the full amount of our availability under our U.S revolving credit facility. Our Iceland revolving credit facility also contains a covenant that requires Grundartangi to maintain a minimum equity ratio. As of June 30, 2020, we were in compliance with all such covenants or maintained availability above such covenant triggers. Senior Secured Notes We have $250.0 million aggregate principal of senior secured notes that will mature in June 2025 (the "2025 Notes"), unless earlier refinanced in accordance with their terms. Interest on the 2025 Notes is payable semi-annually 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. The indenture governing the 2025 Notes contains customary covenants which may limit our ability, and the ability of certain of our subsidiaries, to: (i) incur additional debt; (ii) incur additional liens; (iii) pay dividends or make distributions in respect of capital stock; (iv) purchase or redeem capital stock; (v) make investments or certain other restricted payments; (vi) sell assets; (vii) issue or sell stock of certain subsidiaries; (viii) enter into transactions with shareholders or affiliates; and (ix) effect a consolidation or merger. In connection with the issuance of the 2025 Notes, we commenced a cash tender offer for any and all of our previously outstanding 2021 Notes, 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. As a result, the Company’s and the guarantors’ obligations under the indenture governing the 2021 Notes have been fully discharged. 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 to holders whose 2021 Notes were accepted and purchased in the tender offer and to fund the redemption of any remaining 2021 Notes. 45 Hawesville Term Loan On April 29, 2019, we entered into a term loan agreement with Glencore Ltd. pursuant to which the Company borrowed $40.0 million (the "Hawesville Term Loan"). Borrowings under the Hawesville Term Loan were used to partially finance the second phase of the Hawesville restart project. The Hawesville Term Loan matures on December 31, 2021, and is to be repaid in twenty-four (24) equal monthly installments of principal that began on January 31, 2020. The Hawesville Term Loan bears interest, due monthly, at a floating rate equal to LIBOR plus 5.375% per annum. The Hawesville Term Loan is not secured by any collateral. Contingent Commitments We have a contingent obligation in connection with the "unwind" of a contractual arrangement between Century Aluminum of Kentucky ("CAKY"), Big Rivers and a third party and the execution of a long-term cost-based power contract with Kenergy, a member of a cooperative of Big Rivers in July 2009. This contingent obligation consists of the aggregate payments made to Big Rivers by the third party on CAKY’s behalf in excess of the agreed upon base amount under the long-term cost-based power contract with Kenergy. As of June 30, 2020, the principal and accrued interest for the contingent obligation was $26.0 million, which was fully offset by a derivative asset. We may be required to make installment payments for the contingent obligation in the future. These payments are contingent based on the LME price of primary aluminum and the level of Hawesville’s operations. Based on the LME forward market at June 30, 2020 and management’s estimate of the LME forward market beyond the quoted market period, we believe that we will not be required to make payments on the contingent obligation during the term of the agreement, which expires in 2028. There can be no assurance that circumstances will not change, thus accelerating the timing of such payments. Employee Benefit Plan Contributions In 2013, we entered into a settlement agreement with the Pension Benefit Guarantee Corporation ("PBGC") regarding an alleged "cessation of operations" at our Ravenswood facility. Pursuant to the terms of the agreement, we will make additional contributions (above any minimum required contributions) to our defined benefit pension plans totaling approximately $17.4 million. 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, but would then be required to provide the PBGC with acceptable security for deferred payments. We did not make any contributions in the three 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. The remaining contributions under this agreement are approximately $9.6 million. Section 232 Aluminum Tariff On March 23, 2018, the U.S. implemented a 10% tariff on imported primary aluminum products into the U.S. These tariffs are intended to protect U.S. national security by incentivizing the restart of primary aluminum production in the U.S., reducing reliance on imports and ensuring that domestic producers, like Century, can supply all the aluminum necessary for critical industries and national defense. In addition to primary aluminum products, the tariffs also cover certain other semi-finished products. All imports that directly compete with our products are covered by the tariff, with the exception of imports from Australia, Argentina, Canada and Mexico or imports that receive a product exclusion from the Department of Commerce. Other Items In March 2018, we announced our intention to return our Hawesville smelter, which since 2015 had been operating at approximately 40% capacity, to full production and upgrade its existing reduction technology. The first phase of the project, which involved the restart of the three potlines and approximately 150,000 tonnes of production capacity that had been curtailed in 2015, was successfully completed on budget and ahead of schedule in early 2019. The second phase of the project involves the rebuilding of the pots associated with the 100,000 tonnes of production from the two potlines that had continued to operate past their expected life cycle and the implementation of certain new technology across all production. These two potlines were taken out of production in February and September 2019, respectively. The rebuild of the first of these potlines was completed in the second quarter of 2020. With the restart of this potline, the Hawesville smelter is currently operating at approximately 80% production capacity with total project costs to date of approximately $107.4 million . The rebuild of the fifth and final potline and the completion of the technology upgrades is expected to be completed over the next several years subject to market conditions. In May 2018, we temporarily curtailed one potline at our Sebree aluminum smelter due to an equipment failure. Sebree was returned to full capacity by the end of the third quarter of 2018. We expect that all losses arising from the Sebree equipment failure will be covered under our insurance policies, less $7.0 million in deductibles. As of June 30, 2020, we have received $19.1 million in insurance proceeds to offset against such losses. 46 In November 2009, Century Aluminum of West Virginia ("CAWV") filed a class action complaint for declaratory judgment against the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ("USW"), the USW’s local and certain CAWV retirees, individually and as class representatives ("CAWV Retirees"), seeking a declaration of CAWV’s rights to modify/terminate retiree medical benefits. Later in November 2009, the USW and representatives of a retiree class filed a separate suit against CAWV, Century Aluminum Company, Century Aluminum Master Welfare Benefit Plan, and various John Does with respect to the foregoing. On August 18, 2017, the District Court for the Southern District of West Virginia approved a settlement agreement in respect of these actions. 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 agreed to pay the remaining amounts under the settlement agreement in annual increments of $2.0 million for nine years. At June 30, 2020, we had $2.0 million in other current liabilities and $9.1 million in other liabilities related to this agreement. We are a defendant in several actions relating to various aspects of our business. While it is impossible to predict the ultimate disposition of any litigation, we do not believe that any of these lawsuits, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or liquidity. See Note 10. Commitments and Contingencies to the consolidated financial statements included herein for additional information. Capital Resources We intend to finance our future capital expenditures from available cash, cash flow from operations and if necessary, borrowing under our existing revolving credit facilities. For major investment projects we would likely seek financing from various capital and loan markets, and may potentially pursue the formation of strategic alliances. We may be unable, however, to issue additional debt or equity securities, or enter into other financing arrangements on attractive terms, or at all, due to a number of factors including a lack of demand, unfavorable pricing, poor economic conditions, unfavorable interest rates, or our financial condition or credit rating at the time. Future uncertainty in the U.S. and international markets and economies may adversely affect our liquidity, our ability to access the debt or capital markets and our financial condition. Capital expenditures incurred for the six months ended June 30, 2020 were $5.4 million, excluding expenditures of $4.7 million associated with the restart project at Hawesville. We estimate our total capital spending in 2020, excluding the Hawesville restart project, will be approximately $10.0 million related to ongoing investment projects at our plants. 47