3 unchanged sentences
(in millions, except per share amounts)
−Removed: Three months ended September 30,
−Removed: Nine months ended September 30,
+Added: Three months ended March 31,
Related parties $ 433.1 $ 268.3
4 unchanged sentences
Selling, general and administrative expenses 11.7 16.1
−Removed: Other operating (income) expense - net 0.1 ( 0.2 ) 0.3 0.3
+Added: Other operating expense - net 0.2 0.1
Operating income (loss) 81.3 ( 36.9 )
2 unchanged sentences
Interest income 0.1 0.1
−Removed: Net gain (loss) on forward and derivative contracts ( 76.7 ) ( 9.4 ) ( 239.2 ) ( 1.9 )
−Removed: Loss on early extinguishment of debt — ( 1.2 ) ( 24.7 ) ( 1.2 )
−Removed: Other income (expense) - net ( 2.5 ) — 0.6 3.0
+Added: Net loss on forward and derivative contracts ( 56.7 ) ( 98.1 )
+Added: Other income - net 2.0 1.9
Income (loss) before income taxes 19.4 ( 142.3 )
−Removed: Income tax benefit (expense) ( 6.8 ) ( 0.3 ) 43.8 1.6
−Removed: Income (loss) before equity in earnings of joint ventures ( 52.4 ) ( 58.2 ) ( 227.5 ) ( 87.8 )
−Removed: Equity in earnings of joint ventures — — 0.0 —
+Added: Income tax (expense) benefit ( 1.7 ) 2.3
Net income (loss) $ 17.7 $ ( 140.0 )
+Added: net income (loss) allocated to participating securities 1.1 —
Net income (loss) allocated to common stockholders $ 16.6 $ ( 140.0 )
−Removed: EARNINGS (LOSS) PER COMMON SHARE:
−Removed: Basic and diluted $ ( 0.58 ) $ ( 0.65 ) $ ( 2.52 ) $ ( 0.98 )
+Added: INCOME (LOSS) PER COMMON SHARE:
+Added: Basic $ 0.18 $ ( 1.55 )
+Added: Diluted 0.18 ( 1.55 )
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
−Removed: Basic and diluted 90.1 89.5 90.1 89.4
+Added: Basic 91.2 90.1
+Added: Diluted 97.1 90.1
See condensed notes to consolidated financial statements
2 unchanged sentences
(in millions)
−Removed: Three months ended September 30,
−Removed: Nine months ended September 30,
+Added: Three months ended March 31,
Comprehensive income (loss):
13 unchanged sentences
(in millions)
−Removed: September 30, 2021
−Removed: December 31, 2020
+Added: March 31, 2022 December 31, 2021
Cash and cash equivalents $ 26.6 $ 29.0
7 unchanged sentences
Property, plant and equipment - net 893.3 892.5
−Removed: Due from affiliates - less current portion — 1.7
Other assets 66.9 59.2
7 unchanged sentences
Accrued employee benefits costs 10.2 8.9
−Removed: Hawesville term loan 5.0 20.0
revolving credit facility 35.3 63.6
4 unchanged sentences
Convertible senior notes payable 84.1 84.0
−Removed: Iceland revolving credit facility - less current portion — 45.0
+Added: Grundartangi casthouse debt facility 39.4 —
Accrued pension benefits costs - less current portion 26.0 28.6
1 unchanged sentence
Other liabilities 51.0 46.3
−Removed: Derivative liabilities - less current portion 23.9 0.3
Leases - right of use liabilities 22.4 22.9
11 unchanged sentences
Total shareholders’ equity 439.8 421.0
−Removed: $ 1,489.2 $ 1,399.6
+Added: TOTAL $ 1,688.7 $ 1,569.9
See condensed notes to consolidated financial statements
2 unchanged sentences
(in millions)
−Removed: Nine months ended September 30,
+Added: Three Months Ended March 31,
CASH FLOWS FROM OPERATING ACTIVITIES:
2 unchanged sentences
Unrealized (gain) loss on derivative instruments 35.5 94.4
−Removed: Lower of cost or NRV inventory adjustment — 40.8
Depreciation and amortization 19.4 20.9
−Removed: Loss on early extinguishment of debt 24.7 1.0
−Removed: Change in deferred tax benefit ( 40.9 ) —
+Added: Deferred tax provision (benefit) 1.3 ( 3.1 )
Other non-cash items - net ( 1.7 ) 6.3
7 unchanged sentences
Accrued and other current liabilities 1.6 3.8
−Removed: Ravenswood retiree medical settlement ( 2.0 ) ( 2.0 )
Other - net ( 4.3 ) ( 0.7 )
3 unchanged sentences
Proceeds from sales of property, plant & equipment 0.0 —
−Removed: Net cash provided by (used in) investing activities ( 45.7 ) ( 11.4 )
+Added: Net cash used in investing activities ( 26.0 ) ( 7.4 )
CASH FLOWS FROM FINANCING ACTIVITIES:
−Removed: Repayment of Senior Notes due 2021 — ( 250.0 )
−Removed: Proceeds from issuance of Senior Notes due 2025 — 243.8
−Removed: Repayment of Senior Notes due 2025 ( 250.0 ) —
−Removed: Early redemption and tender premiums paid ( 18.1 ) —
−Removed: Proceeds from issuance of Senior Notes due 2028 250.0 —
−Removed: Proceeds from issuance of Convertible Senior Notes 86.3 —
Repayments on Hawesville term loan — ( 5.0 )
2 unchanged sentences
Debt issuance costs ( 0.6 ) —
−Removed: Debt retirement costs — ( 0.2 )
−Removed: Purchases of capped calls related to Convertible Senior Notes ( 5.7 ) —
+Added: Borrowings under Grundartangi casthouse debt facility 40.0 —
Net cash provided by (used in) financing activities ( 3.9 ) 0.4
1 unchanged sentence
Cash, cash equivalents and restricted cash, beginning of period 40.7 84.3
−Removed: CENTURY ALUMINUM COMPANY
−Removed: CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: (in millions)
−Removed: Nine months ended September 30,
Cash, cash equivalents and restricted cash, end of period $ 48.2 $ 27.5
2 unchanged sentences
Interest $ 1.2 $ 16.1
−Removed: Taxes 0.0 0.1
Non-cash investing activities:
7 unchanged sentences
deficit Total shareholders’ equity
−Removed: Three months ended September 30, 2021
−Removed: Balance, June 30, 2021 $ 0.0 $ 1.0 $ 2,527.0 $ ( 86.3 ) $ ( 116.4 ) $ ( 1,954.9 ) $ 370.4
−Removed: Net income (loss) — — — — — ( 52.4 ) ( 52.4 )
−Removed: Other comprehensive income (loss) — — — — 1.2 — 1.2
−Removed: Share-based compensation 0.0 0.0 1.0 — — — 1.0
−Removed: Conversion of preferred stock to common stock — — 0.0 — — — 0.0
−Removed: Balance, September 30, 2021
−Removed: $ 0.0 $ 1.0 $ 2,528.0 $ ( 86.3 ) $ ( 115.2 ) $ ( 2,007.3 ) $ 320.2
−Removed: Three months ended September 30, 2020
−Removed: Balance, June 30, 2020 $ 0.0 $ 1.0 $ 2,527.6 $ ( 86.3 ) $ ( 107.6 ) $ ( 1,686.0 ) $ 648.7
−Removed: Net income (loss) — — — — — ( 58.2 ) ( 58.2 )
−Removed: Other comprehensive income (loss) — — — — 1.1 — 1.1
−Removed: Share-based compensation 0.0 0.0 0.8 — — — 0.8
−Removed: Conversion of preferred stock to common stock 0.0 0.0 0.0 — — — 0.0
−Removed: Balance, September 30, 2020
−Removed: $ 0.0 $ 1.0 $ 2,528.4 $ ( 86.3 ) $ ( 106.5 ) $ ( 1,744.2 ) $ 592.4
−Removed: Preferred stock Common stock Additional paid-in capital Treasury stock, at cost Accumulated other comprehensive loss Accumulated
−Removed: deficit Total shareholders’ equity
−Removed: Nine months ended September 30, 2021
+Added: Three Months Ended March 31, 2022
Balance, December 31, 2021 $ 0.0 $ 1.0 $ 2,535.5 $ ( 86.3 ) $ ( 82.3 ) $ ( 1,946.9 ) $ 421.0
2 unchanged sentences
Share-based compensation — — 0.5 — — — 0.5
−Removed: Conversion of preferred stock to common stock 0.0 0.0 0.0 — — — 0.0
−Removed: Capped call premiums — — ( 4.6 ) — — — ( 4.6 )
−Removed: Balance, September 30, 2021 $ 0.0 $ 1.0 $ 2,528.0 $ ( 86.3 ) $ ( 115.2 ) $ ( 2,007.3 ) $ 320.2
−Removed: Nine months ended September 30, 2020
+Added: Balance, March 31, 2022 $ 0.0 $ 1.0 $ 2,536.0 $ ( 86.3 ) $ ( 81.7 ) $ ( 1,929.2 ) $ 439.8
+Added: Three Months Ended
+Added: March 31, 2021
Balance, December 31, 2020 $ 0.0 $ 1.0 $ 2,530.0 $ ( 86.3 ) $ ( 118.8 ) $ ( 1,779.8 ) $ 546.1
3 unchanged sentences
Conversion of preferred stock to common stock 0.0 0.0 0.0 — — — 0.0
−Removed: Balance, September 30, 2020 $ 0.0 $ 1.0 $ 2,528.4 $ ( 86.3 ) $ ( 106.5 ) $ ( 1,744.2 ) $ 592.4
+Added: Balance, March 31, 2021 $ 0.0 $ 1.0 $ 2,530.9 $ ( 86.3 ) $ ( 117.5 ) $ ( 1,919.8 ) $ 408.3
CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements
−Removed: Nine months ended September 30, 2021 and 2020
+Added: Three months ended March 31, 2022 and 2021
(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 nine months of 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.
+Added: Operating results for the first three months of 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
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, 2021, we adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2019-12, “Income Taxes (Topic 740):
−Removed: Simplifying the Accounting for Income Taxes." The ASU amendments include the removal of certain exceptions to the general principles of ASC 740 and to improve and simplify accounting for income taxes by clarifying and amending existing guidance.
−Removed: The adoption of the ASU did not have a material effect on the Company’s consolidated financial statements.
−Removed: On January 1, 2021, we adopted FASB ASU 2020-06, “Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):
−Removed: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity" using the modified retrospective method.
−Removed: The ASU amendments include simplification of the accounting models for convertible instruments and conversion options, and amendments to diluted earnings per share (“EPS”) calculations for certain convertible instruments, requiring the inclusion of convertible securities in the calculation of diluted EPS using the if-converted method.
−Removed: The adoption of the ASU did not have a material effect on the Company’s consolidated financial statements.
−Removed: On January 1, 2021, we adopted the final rule issued by the Securities and Exchange Commission (“SEC”) that amends the disclosure requirements related to issuers and guarantors of certain registered securities under SEC Regulation S-X Rule 3-10.
−Removed: We presented the alternative financial disclosures in Item 2.
−Removed: Management's Discussion and Analysis - Liquidity and Capital Resources.
−Removed: The adoption of the SEC rule is limited to disclosures only and did not have a material effect on the Company’s consolidated financial statements.
Related Party Transactions
−Removed: The significant related party transactions occurring during the nine months ended September 30, 2021 and 2020 are described below.
+Added: The significant related party transactions occurring during the three months ended March 31, 2022 and 2021 are described below.
We believe all of our transactions with related parties are at prices that approximate market.
Glencore Ownership
−Removed: As of September 30, 2021, Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9 % of Century’s outstanding common stock ( 46.7 % o n 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 March 31, 2022 , Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9 % of Century’s outstanding common stock ( 46.4 % o n 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.
−Removed: Century and Glencore enter into various transactions from time to time such as the purchase and sale of primary aluminum, purchase and sale of alumina and other raw materials, tolling agreements as well as forward financial contracts and debt transactions.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
+Added: Century and Glencore enter into various transactions from time to time such as the purchase and sale of primary aluminum, purchase and sale of alumina and other raw materials, tolling agreements as well as forward financial contracts and borrowing and other debt transactions.
Sales to Glencore
−Removed: For the three months ended September 30, 2021 and 2020, approximately 60.3 % and 60.0 %, respectively, of our consolidated net sales were made to Glencore, while for the nine months ended September 30, 2021 and 2020, we derived appro ximately 59.6 % an d 65.2 % , respectively, of our consolidated net sales from Glencore.
+Added: For the three months ended March 31, 2022 and 2021, we derived approximately 57 % and 60 %, respectively, of our consolidated net sales from Glencore.
Glencore purchases aluminum produced at our U.S.
−Removed: smelters at prices primarily based on the London Metal Exchange (the "LME") plus the Midwest regional delivery premium plus any additional market-based product premiums.
+Added: 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 primarily 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 market-based prices.
−Removed: For the three and nine months ended September 30, 2021, we recorded $ 5.5 million and $ 16.9 million of revenue related to alumina sales to Glencore, respectively.
−Removed: For the three and nine months ended September 30, 2020, we recor ded $ 16.4 million and $ 17.6 million of revenue related to alumina sales to Glencore, respectively.
+Added: We have entered into agreements with Glencore pursuant to which we sell certain amounts of alumina at market-based prices.
+Added: For the three months ended March 31, 2022 and 2021, we recorded no revenue related to alumina sales to Glencore.
Purchases from Glencore
We purchase a portion of our alumina and certain other raw material requirements from Glencore.
−Removed: Alumina purchases from Glencore during the nine months ended September 30, 2021 were priced based on published alumina and aluminum indices.
−Removed: Glencore Agreement Settlement
−Removed: In July 2021, we reached a full and final legal settlement agreement with Glencore resolving a dispute related to alumina purchases and, accordingly, recorded a $ 4.0 million settlement loss to Cost of goods sold.
−Removed: At September 30, 2021, this amount is included in Due to affiliates on our Consolidated Balance Sheet, and will be paid during the fourth quarter.
+Added: Alumina purchases from Glencore during the three months ended March 31, 2022 were priced based on published alumina and aluminum indices as well as fixed prices.
Financial Contracts with Glencore
1 unchanged sentence
Derivatives regarding these forward financial sales contracts.
−Removed: Hawesville Term Loan
−Removed: On April 29, 2019, we entered into a loan agreement with Glencore Ltd.
−Removed: pursuant to which the Company borrowed $ 40.0 million (the "Hawesville Term Loan”).
−Removed: Debt for additional information.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
A summary of the aforementioned significant related party transactions is as follows:
−Removed: Three months ended September 30,
−Removed: Nine months ended September 30,
+Added: Three Months Ended March 31, 2022
Net sales to Glencore $ 433.1 $ 268.3
Purchases from Glencore (1)
+Added: (1) Includes settlements of financial contract positions.
We disaggregate our revenue by geographical region as follows:
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
−Removed: Net Sales Three months ended September 30,
−Removed: Nine months ended September 30,
+Added: Net Sales Three Months Ended March 31,
United States $ 506.1 $ 276.2
12 unchanged sentences
• Level 3 Inputs - significant unobservable inputs for the asset or liability.
−Removed: Recurring Fair Value Measurements As of September 30, 2021
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
+Added: Recurring Fair Value Measurements As of March 31, 2022
Cash equivalents $ 10.9 $ — $ — $ 10.9
5 unchanged sentences
TOTAL $ — $ 206.8 $ 16.7 $ 223.5
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
Recurring Fair Value Measurements As of December 31, 2021
17 unchanged sentences
FX swaps Discounted cash flows Euro/USD forward exchange rate
−Removed: Contingent obligation Discounted cash flows Quoted LME forward market
When valuing Level 3 assets and liabilities, we use certain significant unobservable inputs.
−Removed: Management incorporates various inputs and assumptions including forward commodity prices, commodity price volatility and macroeconomic conditions, including interest rates and discount rates.
−Removed: Our estimates of significant unobservable inputs are ultimately based on our estimates of risks that market participants would consider when valuing our assets and liabilities.
−Removed: The following table presents the inputs for fair value measurements categorized within Level 3 of the fair value hierarchy, along with information regarding significant unobservable inputs used to value Level 3 assets and liabilities:
+Added: Management incorporates various inputs and assumptions including forward commodity prices, commodity price volatility and macroeconomic
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
+Added: conditions, including interest rates and discount rates.
+Added: Our estimates of significant unobservable inputs are ultimately based on our estimates of risks that market participants would consider when valuing our assets and liabilities.
+Added: The following table presents the inputs for fair value measurements categorized within Level 3 of the fair value hierarchy, along with information regarding significant unobservable inputs used to value Level 3 assets and liabilities:
Level 3 Fair Value Measurements:
−Removed: As of September 30, 2021 As of December 31, 2020
+Added: As of March 31, 2022
+Added: As of December 31, 2021
Asset / Liability Valuation Technique Observable Inputs Significant Unobservable Input Fair Value Value/Range of Unobservable Input Fair Value Value/Range of Unobservable Input
3 unchanged sentences
$ — 8.58 % $ ( 0.2 ) 8.58 %
−Removed: (1) Represents risk adjusted discount rate.
−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 Level 3 Liabilities
−Removed: For the three months ended September 30, 2021
−Removed: Nord Pool LME forward financial sales contracts FX Swaps
−Removed: Balance as of July 1, 2021 $ 1.5 $ ( 17.9 ) $ ( 0.4 )
−Removed: Total realized/unrealized gains (losses)
−Removed: Included in net income (loss) (1)
−Removed: — ( 7.7 ) ( 0.5 )
−Removed: Purchases, sales, settlements
−Removed: Purchases — — —
−Removed: Settlements — — —
−Removed: Transfers into Level 3 (2)
−Removed: Transfers out of Level 3 (3)
−Removed: ( 1.5 ) 11.0 —
−Removed: Balance as of September 30, 2021
−Removed: — ( 14.6 ) $ ( 0.9 )
−Removed: Change in unrealized gains (losses) (1)
+Added: Nord Pool Swaps Discounted cash flows Quoted Nord Pool forward market Discount rate net (1)
$ — 8.58 % $ 0.2 8.58 %
−Removed: (1) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts."
−Removed: (2) Transfers into Level 3 due to contracts with applied discount rate during the third quarter of 2021.
−Removed: (3) Transfers out of Level 3 due to period of time remaining in derivative contract.
+Added: Contingent Obligation Discounted cash flows Quoted LME forward market Expected monthly Hawesville production level (2)
+Added: $ — 14,000 - 16,000 MT/month
+Added: $ — 14,000 - 15,000 MT/month
+Added: (1) Represents risk adjusted discount rate.
+Added: (2) Represents management's estimate of expected monthly Hawesville production levels through the term of the agreement in December 2028.
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
−Removed: For the three months ended September 30, 2020
+Added: The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis.
+Added: For the three months ended March 31, 2022
Level 3 Assets Level 3 Liabilities
−Removed: LME forward financial sales contracts Hawesville L4 Power Price Swaps
−Removed: Balance as of July 1, 2020 $ 6.1 $ ( 1.5 )
+Added: Nord Pool LME forward financial sales contracts FX Swaps
+Added: Balance as of December 31, 2021
+Added: $ 0.2 $ ( 5.1 ) $ ( 0.2 )
Total realized/unrealized gains (losses)
Included in Net Income (1)
−Removed: ( 4.2 ) ( 0.2 )
Purchases, sales, settlements
3 unchanged sentences
Transfers out of Level 3 (3)
−Removed: Balance as of September 30, 2020
( 0.2 ) ( 0.0 ) 0.2
+Added: Balance as of March 31, 2022
+Added: $ — $ ( 16.7 ) $ —
Change in unrealized gains (losses) (1)
+Added: $ — $ ( 9.1 ) $ —
(1) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts."
−Removed: (2) Transfers into Level 3 due to contracts with applied discount rate during the third quarter of 2020.
+Added: (2) Transfers into Level 3 due to contracts with applied discount rate entered into during the first quarter of 2022.
(3) Transfers out of Level 3 due to period of time remaining in derivative contract.
−Removed: Level 3 Assets Level 3 Liabilities
−Removed: For the nine months ended September 30, 2021
−Removed: Nord Pool LME forward financial sales contracts FX Swaps
+Added: Level 3 Liabilities
+Added: For the three months ended March 31, 2021
+Added: LME forward financial sales contracts FX Swaps
Balance as of January 1, 2021
−Removed: $ — $ 2.9 $ 0.1
Total realized/unrealized gains (losses)
Included in net income (loss) (1)
−Removed: — ( 28.0 ) ( 0.5 )
Purchases, sales, settlements
4 unchanged sentences
Transfers out of Level 3 (3)
−Removed: ( 1.5 ) 11.5 ( 0.1 )
−Removed: Balance as of September 30, 2021
+Added: Balance as of March 31, 2021
( 6.0 ) $ ( 0.2 )
2 unchanged sentences
(1) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts."
−Removed: (2) Transfers into Level 3 due to contracts with applied discount rate during the nine months ended September 30, 2021.
+Added: (2) Transfers into Level 3 due to contracts with applied discount rate entered into during the first quarter of 2021.
(3) Transfers out of Level 3 due to period of time remaining in derivative contract.
2 unchanged sentences
(amounts in millions, except share and per share amounts)
−Removed: For the nine months ended September 30, 2020
−Removed: Level 3 Assets Level 3 Liabilities
−Removed: LME forward financial sales contracts Hawesville L4 Power Price Swaps
−Removed: Balance as of January 1, 2020 $ 10.6 $ ( 2.9 )
−Removed: Total realized/unrealized gains (losses)
−Removed: Included in Net Income (1)
−Removed: Purchases, sales, settlements
−Removed: Purchases — —
−Removed: Settlements — 3.7
−Removed: Transfers into Level 3 (2)
−Removed: Transfers out of Level 3 (3)
−Removed: Balance as of September 30, 2020
−Removed: $ 6.6 $ ( 0.8 )
−Removed: Change in unrealized gains (losses) (1)
−Removed: (1) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts."
−Removed: (2) Transfers into Level 3 due to contracts with applied discount rate during the nine months ended September 30, 2020.
−Removed: (3) Transfers out of Level 3 due to period of time remaining in derivative contract.
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 September 30,
+Added: For the three months ended March 31,
Net Income (Loss) Shares (in millions)
1 unchanged sentence
Net income (loss) $ 17.7 $( 140.0 )
−Removed: $ ( 52.4 ) $ ( 58.2 )
−Removed: Amount allocated to common stockholders
−Removed: 100.0 % 100.0 %
−Removed: Basic and diluted EPS (1)
−Removed: $ ( 52.4 ) 90.1 $ ( 0.58 ) $ ( 58.2 ) 89.5 $ ( 0.65 )
−Removed: For the nine months ended September 30,
−Removed: Net Income (Loss) Shares (in millions)
−Removed: Per Share Net Income (Loss) Shares
−Removed: (in millions)
−Removed: Net income (loss)
−Removed: $ ( 227.5 ) $ ( 87.8 )
−Removed: Amount allocated to common stockholders
−Removed: 100.0 % 100.0 %
−Removed: Basic and diluted EPS (1)
−Removed: $ ( 227.5 ) 90.1 $ ( 2.52 ) $ ( 87.8 ) 89.4 $ ( 0.98 )
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
−Removed: Three months ended September 30,
−Removed: Nine months ended September 30,
+Added: net income allocated to participating securities 1.1 —
+Added: Net income (loss) allocated to common stockholders $ 16.6 91.2 $ 0.18 $ ( 140.0 ) 90.1 $ ( 1.55 )
+Added: Effect of Dilutive Securities (1) :
+Added: Share-based compensation — 1.1 — —
+Added: Convertible senior notes 0.7 4.8 — —
+Added: Net income (loss) allocated to common stockholders with assumed conversion $ 17.3 97.1 $ 0.18 $ ( 140.0 ) 90.1 $ ( 1.55 )
+Added: Three Months Ended
Securities excluded from the calculation of diluted EPS (in millions) (1) :
1 unchanged sentence
Convertible preferred shares 5.9 6.4
−Removed: Convertible senior notes 4.8 — 4.8 —
(1) In periods when we report a net loss, all share-based compensation awards, convertible preferred shares and convertible senior notes are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share.
3 unchanged sentences
Shareholders’ Equity
−Removed: As of September 30, 2021 and December 31, 2020, we had 195,000,000 shares of common stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 97,315,639 shares were issued and 90,129,118 shares were outstanding at September 30, 2021;
−Removed: 97,242,318 shares were issued and 90,055,797 shares were outstanding at December 31, 2020.
+Added: As of March 31, 2022 and December 31, 2021, we had 195,000,000 shares of common stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 98,418,132 shares were issued and 91,231,611 shares were outstanding at March 31, 2022 and December 31, 2021.
The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock which are currently outstanding, including our Series A Convertible Preferred Stock, or which we may designate and issue in the future.
Preferred Stock
−Removed: As of September 30, 2021 and December 31, 2020, 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 March 31, 2022 and December 31, 2021, we had 5,000,000 shares of preferred stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation.
Our Board of Directors may issue preferred stock in one or more series and determine for each series the dividend rights, conversion rights, voting rights, redemption rights, liquidating preferences, sinking fund terms and the number of shares constituting that series, as well as the designation thereof.
5 unchanged sentences
Glencore holds all of the issued and outstanding Series A Convertible Preferred Stock.
−Removed: At September 30, 2021 and December 31, 2020, there were 63,274 and 63,589 shares of Series A Convertible Preferred Stock outstanding, respectively.
+Added: At March 31, 2022 and December 31, 2021, there were 58,542 shares of Series A Convertible Preferred Stock outstanding.
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 nine months ended September 30, 2021 and 2020.
+Added: The Common and Preferred Stock table below contains additional information about preferred stock conversions during the three months ended March 31, 2022 and March 31, 2021.
Preferred stock Common stock
5 unchanged sentences
Issuance for share-based compensation plans — — —
−Removed: Ending balance as of September 30, 2021
+Added: Ending balance as of March 31, 2022
58,542 7,186,521 91,231,611
3 unchanged sentences
Issuance for share-based compensation plans — — 18,220
−Removed: Ending balance as of September 30, 2020
+Added: Ending balance as of March 31, 2021
63,452 7,186,521 90,087,714
13 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 September 30, 2021.
−Removed: We recorded an income tax ex pense of $ 6.8 million a nd $ 0.3 million for the three months ended September 30, 2021 and 2020, respectively.
−Removed: The increase is primarily due to improved operational results from foreign operations.
−Removed: For the nine months ended September 30, 2021 and 2020, we recorded an income tax benefit o f $ 43.8 million an d $ 1.6 million, respectively.
−Removed: This increase is primarily due to a discrete tax benefit of $ 49.8 million in the second quarter of 2021 related to the recognition of a foreign deferred tax asset for the future tax benefit we expect to realize for deductible costs related to our historical investment in Nordural Helguvik ehf (“Helguvik”).
−Removed: In the second quarter of 2021, it became apparent this deferred tax asset would be realized in the foreseeable future.
−Removed: Additionally, we concluded this deferred tax asset was more likely than not to be realized prior to expiration and recorded the tax benefit in the second quarter.
−Removed: We have not changed our judgment in the current quarter with respect to other valuation allowances previously recorded.
+Added: We have made no repurchases since April 2015 and we have $ 43.7 million remaining under the repurchase program authorization as of March 31, 2022.
+Added: We recorded an income tax expense of $ 1.7 million a nd an income tax benefit of $ 2.3 million for the three months ended March 31, 2022 and 2021, respectively.
+Added: The change is primarily due to improved operational results from both U.S.
+Added: and foreign operations during the current quarter.
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 September 30, 2021, all of Century's U.S.
+Added: As of March 31, 2022, 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.
Inventories consist of the following:
−Removed: September 30, 2021
−Removed: December 31, 2020
+Added: March 31, 2022 December 31, 2021
Raw materials $ 127.1 $ 132.9
7 unchanged sentences
(amounts in millions, except share and per share amounts)
−Removed: September 30, 2021
−Removed: December 31, 2020
+Added: March 31, 2022 December 31, 2021
Debt classified as current liabilities:
−Removed: Hawesville Term Loan (1)
Hancock County industrial revenue bonds ("IRBs") due April 1, 2028, interest payable quarterly (variable interest rates (not to exceed 4 %)) (1)
2 unchanged sentences
Debt classified as non-current liabilities:
−Removed: Iceland Revolving Credit Facility (4)
−Removed: 12.0 % senior secured notes due July 1, 2025, net of debt discount of $ 2.3 million, and financing fees of $ 4.6 million at December 31, 2020, interest payable semiannually
−Removed: 7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 4.4 million at September 30, 2021, interest payable semiannually
−Removed: 2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 2.4 million at September 30, 2021, interest payable semiannually
+Added: Grundartangi casthouse facility, net of financing fees of $ 0.6 million at March 31, 2022 (4)
+Added: 7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 4.0 million at March 31, 2022, interest payable semiannually
+Added: 2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 2.2 million at March 31, 2022, interest payable semiannually
Total $ 447.6 $ 451.2
−Removed: (1) See "Hawesville Term Loan" below.
−Removed: At September 30, 2021, the applicable interest rate was LIBOR of 0.125 % plus margin of 5.375 % and there is no interest payable outstanding.
−Removed: As of September 30, 2021, we have made $ 35.0 million of principal payments and $ 4.6 million of interest payments.
(1) 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 IRBs interest rate at September 30, 2021 was 0.21 %.
+Added: The IRBs interest rate at March 31, 2022 was 0.64 %.
(2) We have elected to incur interest at a base rate plus applicable margin as defined within the agreement.
−Removed: The interest rate at September 30, 2021 was 4.00 %.
+Added: The interest rate at March 31, 2022 was 4.25 %.
(3) We have elected to incur interest at LIBOR plus applicable margin as defined within the agreement.
−Removed: The interest rate at September 30, 2021 was 3.088 %.
+Added: The interest rate at March 31, 2022 was 3.51 %.
+Added: (4) We incur interest at a base rate plus applicable margin as defined within the agreement.
+Added: The interest rate at March 31, 2022 was 3.64 %.
7.5 % Senior Secured Notes due 2028
−Removed: On April 14, 2021, we issued $ 250.0 million in aggregate principal amount of 7.5 % senior secured notes due 2028 (the "2028 Notes").
+Added: In April 2021, we issued $ 250.0 million in aggregate principal amount of 7.5 % senior secured notes due April 1, 2028 (the "2028 Notes").
We received proceeds of $ 245.2 million, after payment of certain financing fees and related expenses.
−Removed: Interest Rate.
−Removed: The 2028 Notes bear interest semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021, at a rate of 7.5 % per annum in cash.
−Removed: The 2028 Notes mature on April 1, 2028.
+Added: The 2028 Notes bear interest semi-annually in arrears on April 1 and October 1 of each year, which began on October 1, 2021, at a rate of 7.5 % per annum in cash.
The 2028 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 collateral.
−Removed: Our obligations under the 2028 Notes are guaranteed by all of our existing and future domestic restricted subsidiaries (the “Guarantor Subsidiaries”), except for foreign owned holding companies, any domestic restricted subsidiary that owns no assets other than equity interests or other investments in foreign subsidiaries and certain immaterial subsidiaries, which guaranty shall in each case be a senior secured obligation of such Guarantor Subsidiaries, ranking equally in right of payment with all existing and future senior indebtedness of such Guarantor Subsidiaries but effectively senior to unsecured debt to the extent of the value of collateral.
−Removed: Our obligations under the 2028 Notes and the Guarantor Subsidiaries' obligations under the guarantees are secured by a pledge of and lien on (subject to certain exceptions):
−Removed: (i) all of our and the Guarantor Subsidiaries' property, plant and equipment (other than certain excluded property);
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
−Removed: (ii) all equity interests in subsidiaries directly owned by Century or any Guarantor Subsidiaries;
−Removed: (iii) proceeds of the foregoing.
−Removed: Under certain circumstances, the indenture and the security documents governing the 2028 Notes will permit us and the guarantors to incur additional debt that also may be secured by liens on the collateral that are equal to or have priority over the liens securing the 2028 Notes.
−Removed: The collateral agent for the 2028 Notes will agree with the collateral agent for the other debt holders and us under such circumstances to enter into an intercreditor agreement that will cause the liens securing the 2028 Notes to be contractually subordinated to the liens securing such additional debt.
−Removed: Redemption Rights.
−Removed: Prior to April 1, 2024, we may redeem the 2028 Notes, in whole or in part, at a redemption price equal to 100.00 % of the principal amount plus a make-whole premium and accrued and unpaid interest, and if redeemed during the twelve -month period beginning on April 1 of the years indicated below, at the following redemption prices plus accrued and unpaid interest:
−Removed: Year Percentage
−Removed: 2024 103.750 %
−Removed: 2025 101.875 %
−Removed: 2026 and Thereafter 100.000 %
−Removed: Upon a change of control (as defined in the indenture governing the 2028 Notes), we will be required to make an offer to purchase the 2028 Notes at a purchase price equal to 101 % of the outstanding principal amount of the 2028 Notes on the date of the purchase, plus accrued and unpaid interest to, but not including, the date of purchase.
−Removed: The indenture governing the 2028 Notes contains customary covenants which may limit our ability, and the ability of certain of our subsidiaries, to:
−Removed: (i) incur additional debt;
−Removed: (ii) incur additional liens;
−Removed: (iii) pay dividends or make distributions in respect of capital stock;
−Removed: (iv) purchase or redeem capital stock;
−Removed: (v) make investments or certain other restricted payments;
−Removed: (vi) sell assets;
−Removed: (vii) issue or sell stock of certain subsidiaries;
−Removed: (viii) enter into transactions with shareholders or affiliates;
−Removed: and (ix) effect a consolidation or merger.
−Removed: As of September 30, 2021, the total estimated fair value of the 2028 Notes was $ 264.6 million.
+Added: As of March 31, 2022, the total estimated fair value of the 2028 Notes was $ 262.6 million.
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.
−Removed: 12.0 % Notes Tender Offer and Redemption
−Removed: In April 2021, we commenced a tender offer to the holders of the outstanding 12.0 % senior secured notes due July 2025 (the "2025 Notes") and notified all such holders of our election to redeem all 2025 Notes not purchased in our tender offer on May 14, 2021.
−Removed: We received tenders for approximately $ 195.9 million in aggregate principal amount of the 2025 Notes and the remaining 2025 Notes were redeemed on May 14, 2021 at a redemption price of 107 % of the principal amount thereof, plus accrued and unpaid interest.
−Removed: As a result, the Company's and the guarantors' obligations under the indenture governing the 2025 Notes have been fully discharged.
−Removed: We applied net proceeds from the offering of the 2028 Notes described above, together with a portion of the net proceeds from the Convertible Notes offering described below, toward payment of the total consideration amount to holders whose 2025 Notes were accepted and purchased in the tender offer and to fund the redemption of any remaining 2025 Notes.
−Removed: Based on the characteristics of the 2025 Notes and the 2028 Notes that were issued, the tender and redemption of the 2025 Notes were accounted for as an extinguishment of the debt.
−Removed: Accordingly, we have recorded a $ 24.7 million loss on early extinguishment of debt, consisting of early redemption and tender premiums of $ 18.1 million, write-off of deferred financing costs and the debt discount associated with the 2025 Notes of $ 4.4 million and $ 2.2 million, respectively.
Convertible Notes due 2028
−Removed: On April 9, 2021, we completed a private offering of $ 86.3 million aggregate principal amount of convertible senior notes due 2028 (the "Convertible Notes").
+Added: In April 2021, we completed a private offering of $ 86.3 million aggregate principal amount of convertible senior notes due May 1, 2028 unless earlier converted, repurchased, or redeemed (the "Convertible Notes").
The Convertible Notes were issued at a price of 100 % of their aggregate principal amount.
We received proce eds of $ 83.7 million, a fter payment of certain financing fees and related expenses.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
+Added: The Convertible Notes bear interest semi-annually in arrears on May 1 and November 1 of each year, which began on November 1, 2021, at a rate of 2.75 % per annum in cash.
The initial conversion rate for the Convertible Notes is 53.3547 shares of the Company's common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $ 18.74 per share of the Company's common stock.
The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the indenture.
−Removed: Interest Rate.
−Removed: The Convertible Notes will bear interest semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2021, at a rate of 2.75 % per annum in cash.
−Removed: The Convertible Notes will mature on May 1, 2028, unless earlier converted, repurchased, or redeemed.
+Added: As of March 31, 2022, the conversion rate remains unchanged.
The Convertible Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Notes;
equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated;
−Removed: effectively junior in right of payment to any of the Company’s senior secured indebtedness to the extent of the value of the assets securing such indebtedness;
−Removed: and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.
−Removed: Redemption rights.
−Removed: We may not redeem the Convertible Notes prior to May 6, 2025.
−Removed: On or after May 6, 2025, we may redeem for cash all or part of the Convertible Notes at our option if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest.
−Removed: Upon conversion, we may satisfy our conversion obligation by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on the applicable conversion rate.
−Removed: In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
−Removed: Additionally in the event of a corporate event constituting a fundamental change (as defined in the indenture), holders of the Convertible Notes may require us to repurchase all or a portion of their Convertible Notes at a repurchase price equal to 100 % of the principal amount of the Convertible Notes being repurchased, plus accrued and unpaid interest to, but excluding, the date of the fundamental change repurchase.
−Removed: As of September 30, 2021, the if-converted value of the Convertible Notes did not exceed the outstanding principal amount.
−Removed: As of September 30, 2021, the total estimated fair value of the Convertible Notes was $ 87.5 million.
−Removed: 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.
−Removed: On April 6, 2021 and April 7, 2021, in connection with the pricing of the Convertible Notes, we entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers and other financial institutions (the "Option Counterparties") at a cost of $ 5.7 million.
−Removed: The Capped Calls cover, subject to customary adjustments, the number of shares of our common stock initially underlying the Convertible Notes.
−Removed: By entering into the Capped Calls, we expect to reduce the potential dilution to our common stock upon any conversion of the Convertible Notes (or, in the event a conversion of the Convertible Notes is settled in cash, to reduce our cash payment obligation) in the event that at the time of conversion of the Convertible Notes our common stock price exceeds the conversion price of the Convertible Notes.
−Removed: The Capped Calls each have an initial strike price of approximately $ 18.74 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Notes.
−Removed: The Capped Calls have an initial cap price of $ 22.95 per share of common stock .
−Removed: On April 6, 2021 and April 7, 2021, we entered into side letters with the Option Counterparties that modified the terms of the Capped Calls, thus requiring derivative accounting treatment with changes in fair value reported in earnings.
−Removed: On June 29, 2021, we terminated the side letters with the Option Counterparties by mutual agreement, which caused the Capped Calls to meet the criteria for classification in equity.
−Removed: As of September 30, 2021, the Capped Calls are included as a reduction to additional paid-in-capital within stockholders’ equity.
−Removed: During the period in the second quarter in which the Capped Calls were classified as derivatives, we recognized $ 1.0 million as a loss on forward and derivative contracts.
+Added: effectively junior in right of payment to any of the
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
−Removed: Hawesville Term Loan
−Removed: On April 29, 2019, we entered into a loan agreement with Glencore Ltd.
−Removed: pursuant to which the Company borrowed $ 40.0 million.
−Removed: Borrowings under the Hawesville Term Loan were used to partially finance the second phase of the Hawesville restart project.
−Removed: The Hawesville Term Loan matures on December 31, 2021 and is to be repaid in twenty-four ( 24 ) equal monthly installments of principal beginning on January 31, 2020.
−Removed: The Hawesville Term Loan bears interest, due monthly, at a floating rate equal to LIBOR plus 5.375 % per annum.
−Removed: The Hawesville Term Loan is not secured by any collateral.
+Added: Company’s senior secured indebtedness to the extent of the value of the assets securing such indebtedness;
+Added: and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.
+Added: As of March 31, 2022, the if-converted value of the Convertible Notes exceeded the outstanding principal amount by $ 34.8 million.
+Added: As of March 31, 2022, the total estimated fair value of the Convertible Notes was $ 137.8 million.
+Added: 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.
Revolving Credit Facility
1 unchanged sentence
revolving credit facility").
−Removed: revolving credit facility 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.
−Removed: revolving credit facility by up to $ 50.0 million, subject to agreement with the lenders.
+Added: revolving credit facility provides for borrowings of up to $ 220.0 million in the aggregate, including up to $ 110.0 million under a letter of credit sub-facility.
revolving credit facility matures on May 16, 2023.
1 unchanged sentence
revolving credit facility reduce our borrowing availability on a dollar-for-dollar basis.
−Removed: At September 30, 2021, there were $ 17.3 million in outstanding borrowings and $ 108.5 million of outstanding letters of credit issued under our U.S.
+Added: At March 31, 2022, there were $ 35.3 million in outstanding borrowings and $ 102.1 million of outstanding letters of credit issued under our U.S.
revolving credit facility.
3 unchanged sentences
revolving credit facility:
−Removed: September 30, 2021
+Added: March 31, 2022
Credit facility maximum amount $ 220.0
6 unchanged sentences
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 September 30, 2021, there were $ 30.0 million in outstanding borrowings under our Iceland revolving credit facility.
+Added: At March 31, 2022, there were $ 35.0 million in outstanding borrowings under our Iceland revolving credit facility.
The Iceland revolving credit facility has a term through November 2024.
−Removed: Principal payments, if any, are due upon maturity of the Iceland revolving credit facility and may be prepaid without penalty.
Status of our Iceland revolving credit facility:
−Removed: September 30, 2021
+Added: March 31, 2022
Credit facility maximum amount $ 80.0
3 unchanged sentences
Borrowing availability, net of borrowings 45.0
+Added: Grundartangi Casthouse Facility
+Added: Our wholly-owned subsidiary, Grundartangi, has entered into an eight-year Term Facility Agreement with Arion Bank hf, dated November 2021, as amended (the "Casthouse Facility") to provide for borrowings up to $ 130.0 million associated with construction of the new billet casthouse at Grundartangi (the"casthouse project").
+Added: Under the Casthouse Facility, repayments of principal amounts will be made in equal quarterly installments equal to 1.739 % of the principal amount, the first payment occurring in July 2024, with the remaining 60 % of the principal amount to be paid no later than the termination date in December 2029.
+Added: As of March 31, 2022, there were $ 40.0 million in outstanding borrowings under this Casthouse Facility.
CENTURY ALUMINUM COMPANY
10 unchanged sentences
Legal Contingencies
−Removed: In July 2006, we were named as a defendant, together with certain affiliates of Alcan Inc., in a lawsuit brought by Alcoa Inc.
−Removed: seeking to determine responsibility for certain environmental indemnity obligations related to the sale of a cast aluminum plate manufacturing facility located in Vernon, California, which we purchased from Alcoa Inc.
−Removed: in December 1998, and sold to Alcan Rolled Products-Ravenswood LLC in July 1999.
−Removed: The complaint also seeks costs and attorney fees.
−Removed: Trial was bifurcated and moved to September 2021 for Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") issues and to a later undetermined date for questions of fact.
−Removed: Prior to trial, the parties reached an agreement to settle the case, full and final, effective October 1, 2021 (the "Vernon Settlement").
−Removed: Pursuant to the terms of the Vernon Settlement, Century agreed to pay $ 3.9 million in exchange for full release of all environmental liabilities at the site, a full release of all of our contractual indemnification obligations, and a dismissal of the case with prejudice.
−Removed: At September 30, 2021, this amount is included in Accrued and other current liabilities on our Consolidated Balance Sheet, and will be paid during the fourth quarter.
Ravenswood Retiree Medical Benefits
4 unchanged sentences
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 September 30, 2021, $ 2.0 million was recorded in other current liabilities and $ 6.0 million was recorded in other liabilities.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
+Added: As of March 31, 2022, $ 2.0 million was recorded in other current liabilities and $ 6.3 million was recorded in other liabilities.
PBGC Settlement
2 unchanged sentences
Under certain circumstances, in periods of lower primary aluminum prices relative to our cost of operations, we were 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 no t make any contributions for the three or nine month periods ended September 30, 2021, and 2020.
+Added: We did no t make any contributions for the three month periods ended March 31, 2022, or 2021.
We historically elected to defer certain payments under the PBGC Settlement Agreement and provided the PBGC with the appropri ate security.
−Removed: On October 1, 2021, we amended the PBGC Settlement Agreement such that we removed the deferral mechanism and agreed to contribute approximately $ 2.4 million per year to our defined benefit pension plans for a total of approximately $ 9.6 million, over the next four years beginning on November 30, 2022 and ending on November 30, 2025, subject to acceleration if certain terms and conditions are met in such amendment.
+Added: In October 2021, we amended the PBGC Settlement Agreement such that we removed the deferral mechanism and agreed to contribute approximately $ 2.4 million per year to our defined benefit pension plans for a total of approximately $ 9.6 million, over the next four years beginning on November 30, 2022 and ending on November 30, 2025, subject to acceleration if certain terms and conditions are met in such amendment.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Power Commitments and Contingencies
10 unchanged sentences
Century Aluminum of South Carolina, Inc.
−Removed: has a power supply agreement with Santee Cooper that has an effective term beginning April 1, 2021 and runs through December 2023.
+Added: has a power supply agreement with Santee Cooper that has an effective term from April 1, 2021 and runs through December 2023.
Under this power supply agreement, 100 % of Mt.
2 unchanged sentences
Holly to increase its production to 75 % of full production capacity.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
Grundartangi has power purchase agreements for approximately 545 MW with HS Orka hf ("HS"), Landsvirkjun and Orkuveita Reykjavikur ("OR") to provide power to its Grundartangi smelter.
2 unchanged sentences
In July 2021, Grundartangi reached an agreement with Landsvirkjun for an extension of its existing 161 MW power contract that would have expired in December 2023.
−Removed: Under the terms of the extension, Landsvirkjun will continue to supply power to Grundartangi from January 1, 2024 through December 31, 2026 and will increase the existing contract from 161 MW to 182 MW over time to provide the necessary flexibility to support the most recent capacity creep requirements and future growth opportunities for value-added products at the Grundartangi plant, including the Grundartangi casthouse project discussed in Note 14.
−Removed: Subsequent Events .
+Added: Under the terms of the extension, Landsvirkjun will continue to supply power to Grundartangi from January 1, 2024 through December 31, 2026 and will increase the existing contract from 161 MW to 182 MW over time to provide the necessary flexibility to support the most recent capacity creep requirements and future growth opportunities for value-added products at the Grundartangi plant, including the Grundartangi casthouse project.
Under the terms of this extension, the majority of power supplied by Landsvirkjun will be priced at rates linked to the Nord Pool power market through December 2023 and a small portion of power at a fixed price.
17 unchanged sentences
(amounts in millions, except share and per share amounts)
+Added: Contingent obligations
+Added: We have a contingent obligation in connection with the "unwind" of a contractual arrangement between Century Aluminum of Kentucky ("CAKY"), Big Rivers Electric Corporation and a third party and the execution in July 2009 of a long-term cost-based power contract with Kenergy, a member of a cooperative of Big Rivers.
+Added: 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.
+Added: As of March 31, 2022, the principal and accrued interest for the contingent obligation was $ 28.4 million, which was fully offset by a derivative asset.
+Added: We may be required to make installment payments for the contingent obligation in the future.
+Added: These payments are contingent based on the LME price of primary aluminum and the level of Hawesville’s operations.
+Added: As of March 31, 2022, the LME forward market prices exceeded the threshold for payment, however, based on the current level of Hawesville's operations, 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.
+Added: There can be no assurance that circumstances will not change thus accelerating the timing of such payments.
Components of Accumulated Other Comprehensive Loss
Components of AOCL:
−Removed: September 30, 2021
+Added: March 31, 2022
December 31, 2021
8 unchanged sentences
(1) The allocation of the income tax effect to the components of other comprehensive loss is as follows:
−Removed: September 30, 2021
+Added: March 31, 2022
December 31, 2021
6 unchanged sentences
Defined benefit plan and other postretirement liabilities Unrealized gain (loss) on financial instruments Total, net of tax
−Removed: Balance, July 1, 2021 $ ( 118.1 ) $ 1.7 $ ( 116.4 )
+Added: Balance, January 1, 2022 $ ( 84.0 ) $ 1.7 $ ( 82.3 )
Net amount reclassified to net income (loss) 0.6 0.0 0.6
−Removed: Balance, September 30, 2021
+Added: Balance, March 31, 2022
$ ( 83.4 ) $ 1.7 $ ( 81.7 )
−Removed: Balance, July 1, 2020 $ ( 109.5 ) $ 1.9 $ ( 107.6 )
+Added: Balance, January 1, 2021 $ ( 120.6 ) $ 1.8 $ ( 118.8 )
Net amount reclassified to net income 1.3 0.0 1.3
−Removed: Balance, September 30, 2020
−Removed: $ ( 108.3 ) $ 1.8 $ ( 106.5 )
−Removed: Balance, December 31, 2020 $ ( 120.6 ) $ 1.8 $ ( 118.8 )
−Removed: Net amount reclassified to net loss 3.7 ( 0.1 ) 3.6
−Removed: Balance, September 30, 2021
−Removed: $ ( 116.9 ) $ 1.7 $ ( 115.2 )
−Removed: Balance, December 31, 2019
−Removed: $ ( 111.7 ) $ 1.9 $ ( 109.8 )
−Removed: Net amount reclassified to net income (loss) 3.4 ( 0.1 ) 3.3
−Removed: Balance, September 30, 2020
+Added: Balance, March 31, 2021
$ ( 119.3 ) $ 1.8 $ ( 117.5 )
Reclassifications out of AOCL were included in the consolidated statements of operations as follows:
−Removed: Three months ended September 30,
−Removed: Nine months ended September 30,
+Added: Three months ended March 31,
AOCL Components Location 2022 2021
12 unchanged sentences
Pension Benefits
−Removed: Three months ended September 30,
−Removed: Nine months ended September 30,
+Added: Three months ended March 31,
Service cost $ 1.1 $ 1.4
5 unchanged sentences
Other Postretirement Benefits
−Removed: Three months ended September 30,
−Removed: Nine months ended September 30,
+Added: Three months ended March 31,
Service cost $ 0.1 $ 0.1
3 unchanged sentences
Net periodic benefit cost $ 0.8 $ 0.5
−Removed: As of September 30, 2021, we had an open position of 143,791 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price.
+Added: As of March 31, 2022, we had an open position of 118,341 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.
2 unchanged sentences
We have also entered into 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.
−Removed: As of September 30, 2021, we had 8,924 tonnes related to fixed for floating swaps that will settle monthly through June 2022.
+Added: As of March 31, 2022, we had 4,816 tonnes related to fixed for floating swaps that will settle monthly through November 2022.
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”).
−Removed: As of September 30, 2021, we had an open position of 1,774,161 MWh related to the Nord Pool power price swaps.
+Added: As of March 31, 2022, we had an open position of 1,755,100 MWh related to the Nord Pool power price swaps.
The Nord Pool power price swaps are expected to settle monthly through December 2023.
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 September 30, 2021, we had an open position related to the FX swaps of € 42.6 million that will settle monthly through December 2023.
+Added: As of March 31, 2022, we had an open position related to the FX swaps of € 48.3 million that will settle monthly through December 2023.
We have entered into financial contracts to fix a portion of our exposure to the Indiana Hub power market at our Kentucky plants ("Indiana Hub power price swaps").
−Removed: As of September 30, 2021, we had an open position of 394,560 MWh.
+Added: As of March 31, 2022, we had an open position of 307,200 MWh.
The Indiana Hub power price swaps are expected to settle monthly through December 2023.
−Removed: 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 September 30, 2021 and December 31, 2020, respectively:
+Added: Our agreements with derivative counterparties contain certain provisions requiring collateral to be posted in the event the market value of our position exceeds the margin threshold limit of our master agreement with the counterparty.
+Added: As of March 31, 2022, and December 31, 2021, the Company had recorded restricted cash of $ 18.5 million and $ 8.6 million, respectively, as collateral related to open derivative contracts under the master arrangements with our counterparties.
+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 March 31, 2022 and December 31, 2021, respectively:
CENTURY ALUMINUM COMPANY
2 unchanged sentences
Asset Fair Value
−Removed: September 30, 2021
−Removed: December 31, 2020
+Added: March 31, 2022 December 31, 2021
Commodity contracts (1)
3 unchanged sentences
Liability Fair Value
−Removed: September 30, 2021
−Removed: December 31, 2020
+Added: March 31, 2022 December 31, 2021
Commodity contracts (1)
3 unchanged sentences
(1) Commodity contracts reflect our outstanding LME forward financial sales contracts, MWP forward financial sales contracts, fixed for floating swaps, Nord Pool power price swaps, and Indiana Hub power price swaps.
−Removed: At September 30, 2021, $ 33.6 million of Due to affiliates and $ 22.4 million of Due to affiliates - less current portion was related to commodity contract liabilities with Glencore.
−Removed: At December 31, 2020, $ 1.2 million of Due from affiliates, $ 1.7 million of Due from affiliates - less current portion, $ 11.3 million of Due to affiliates, and $ 0.1 million of Due to affiliates - less current portion was related to commodity contract assets and liabilities with Glencore.
+Added: At March 31, 2022, $ 37.9 million of Due to affiliates and $ 52.9 million of Due to affiliates - less current portion was related to commodity contract liabilities with Glencore.
+Added: At December 31, 2021, $ 17.1 million of Due to affiliates, and $ 21.9 million of Due to affiliates - less current portion was related to commodity contract assets and liabilities with Glencore.
(2) Foreign exchange contracts reflect our outstanding FX swaps.
The following table summarizes the net (loss) gain on forward and derivative contracts:
−Removed: Three months ended September 30,
−Removed: Nine months ended September 30,
+Added: Three months ended March 31,
Commodity contracts (1)
2 unchanged sentences
Total $ ( 57.0 ) $ ( 98.1 )
−Removed: (1) For the three months ended September 30, 2021 and 2020, $( 26.3 ) million and $( 4.6 ) million of the net (loss), respectively, was with Glencore.
−Removed: For the nine months ended September 30, 2021 and 2020, $( 79.8 ) million and $ 0.1 million of the net (loss) gain, respectively, was with Glencore.
−Removed: Subsequent Events
−Removed: PBGC Settlement Amendment
−Removed: On October 1, 2021, we amended the PBGC Settlement Agreement such that we removed the deferral mechanism and agreed to contribute approximately $ 2.4 million per year to our defined benefit pension plans for a total of approximately $ 9.6 million, over the next four years beginning on November 30, 2022 and ending on November 30, 2025, subject to acceleration if certain terms and conditions are met in such amendment.
−Removed: Commitments and Contingencies .
−Removed: Helguvik Bankruptcy Filing
−Removed: On October 20, 2021, Nordural Helguvik ehf ("Helguvik"), a wholly owned subsidiary and owner of the former Helguvik project site which has been curtailed since 2008, filed for bankruptcy and on October 28, 2021, a district court in Iceland issued a verdict declaring bankruptcy of Helguvik.
−Removed: We believe the bankruptcy filing will not have a material impact on the 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)
−Removed: Grundartangi Casthouse
−Removed: On November 3, 2021, Century announced plans for construction of a new billet casthouse at Grundartangi (the “Grundartangi casthouse project”).
−Removed: The new value-added casthouse will have a capacity of 150,000 tonnes of billet production and is expected to start production in the first quarter of 2024.
−Removed: The expansion project will also increase Grundartangi’s annual capacity to produce primary foundry alloys from its current 60,000 tonnes of capacity to 120,000 tonnes of capacity.
−Removed: This incremental billet and primary foundry alloy capacity displaces standard-grade ingot production, raising expected product premiums for Grundartangi products.
−Removed: The billet produced at the Grundartangi casthouse is expected to be low-carbon aluminum or Natur-Al TM .
−Removed: The Grundartangi casthouse project will be fully funded with 100 % green financing through the Casthouse Facility (as defined below).
−Removed: On November 2, 2021, Grundartangi entered into an eight-year Term Facility Agreement with Arion Bank hf, to provide for borrowings up to $ 130 million in connection with the casthouse project at Grundartangi (the “Casthouse Facility”).
−Removed: Under the Casthouse Facility, repayments of principal amounts will be made in equal quarterly installments, the first payment occurring 30 months after the first drawdown by Grundartangi.
−Removed: The interest rate shall be the sum of the interest rate equal to USD LIBOR 3 month as published at any given time by the Intercontinental Exchange (and if the rate is less than zero , this amount shall be deemed to be zero ) plus the applicable margin as set forth in the agreement.
−Removed: Grundartangi shall pay an arrangement fee equal to 0.78 % of the total facility amount regardless of whether there are amounts outstanding under the Casthouse Facility and shall pay a commitment fee of 0.38 % per annum on undrawn commitments, payable quarterly at the same time as interest payments are due and payable.
−Removed: This Casthouse Facility contains customary covenants, including restrictions on mergers and acquisitions, indebtedness, preservation of assets, and dispositions of assets and contains a covenant that requires Grundartangi to maintain a minimum equity ratio.
−Removed: At the time of filing this quarterly report, there are no outstanding borrowings under this Casthouse Facility.
+Added: (1) For the three months ended March 31, 2022 and 2021, there were $ 58.9 million and $ 20.3 million of the net losses, respectively, with Glencore.
FORWARD-LOOKING STATEMENTS
7 unchanged sentences
• The impact of the COVID-19 pandemic and governmental guidance and regulations aimed at addressing the pandemic, including any possible impact on our b usiness, operations, financial condition, results of operation, global supply chains or workforce;
+Added: • The impact of the war in Ukraine, including new sanctions and export controls targeting Russia and businesses tied to Russia and to sanctioned entities and individuals, including any possible impact on our business, operations, financial condition, results of operations, and global supply chains;
• The future financial and operating performance of the Company and its subsidiaries;
5 unchanged sentences
• Our plans with regards to future operations of our Hawesville smelter, including our expectations as to the restart of curtailed production at Hawesville and bringing the smelter back to full production and expectations as to the timing, costs and benefits associated with this restart project;
−Removed: • Our plans and expectations with regards to the Grundartangi casthouse project, including our expectations as to the start of production at the Grundartangi casthouse and the timing, costs and benefits associated with the Grundartangi casthouse project;
−Removed: • Our ability to successfully obtain competitive power arrangements for our operations;
+Added: • Our plans and expectations with regards to the Grundartangi casthouse project, including our expectations as to the costs and benefits associated with the Grundartangi casthouse project;
+Added: • Our ability to successfully obtain and retain competitive power arrangements for our operations;
• The impact of Section 232 relief, including tariffs or other trade remedies, the extent to which any such remedies may be changed, including through exclusions or exemptions, and the duration of any trade remedy;
7 unchanged sentences
• Our assessment of any future tax audits or insurance claims and their respective outcomes;
−Removed: • Negotiations with labor unions or future representation by a union of our employees;
−Removed: • Our assessment of any information technology-related risks, including the risk from cyberattack or data security breaches;
+Added: • Negotiations with current labor unions or future representation by a union of our employees;
+Added: • Our assessment of any information technology-related risks, including the risks from the previously disclosed February 2022 cyber incursion event;
• Our future business objectives, plans, strategies and initiatives, including our competitive position and prospects.
1 unchanged sentence
However, our forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements.
−Removed: Important factors that could cause actual results and events to differ from those described in such forward-looking statements can be found in the risk factors and forward-looking statements cautionary language contained in our Annual Report on Form 10-K, quarterly reports on Form 10-Q and in other
−Removed: filings made with the SEC.
+Added: Important factors that could cause actual results and
+Added: events to differ from those described in such forward-looking statements can be found in the risk factors and forward-looking statements cautionary language contained in our Annual Report on Form 10-K, quarterly reports on Form 10-Q and in other filings made with the SEC.
Although we have attempted to identify those material factors that could cause actual results or events to differ from those described in such forward-looking statements, there may be other factors that could cause actual results or events to differ from those anticipated, estimated or intended.
3 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.