cenx-20240331

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______.

Commission file number 001-34474

Century Aluminum Company

(Exact name of registrant as specified in its charter)


Delaware			13-3070826
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)
One South Wacker Drive			60606
Suite 1000			(Zip Code)
Chicago, Illinois
(Address of principal executive offices)

Registrant’s telephone number, including area code: (312) 696-3101

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common Stock, $0.01 par value per share	CENX	Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

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Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

The registrant had 92,700,495 shares of common stock outstanding at April 30, 2024.

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TABLE OF CONTENTS
			Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements			4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			27
Item 3. Quantitative and Qualitative Disclosures about Market Risk			37
Item 4. Controls and Procedures			40

PART II - OTHER INFORMATION
Item 1. Legal Proceedings			41
Item 1A. Risk Factors			41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			41
Item 5. Other Information			42
Item 6. Exhibits			43
SIGNATURES			44

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements


CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
(Unaudited)
	Three months ended March 31,
	2024		2023
NET SALES:
Related parties	$	315.0	$	412.2
Other customers	174.5		140.2
Total net sales	489.5		552.4
Cost of goods sold	473.0		504.3
Gross profit	16.5		48.1
Selling, general and administrative expenses	14.1		13.4
Other operating expense - net	0.5		7.2
Operating income	1.9		27.5
Interest expense - affiliates	(1.8)		—
Interest expense	(7.4)		(8.7)
Interest income	0.7		0.3
Net gain (loss) on forward and derivative contracts	7.4		(57.6)

Bargain purchase gain	245.9		—
Other loss - net	(1.5)		(0.3)
Income (loss) before income taxes	245.2		(38.8)
Income tax (expense) benefit	(0.5)		0.2
Net income (loss)	244.7		(38.6)
Net loss attributable to noncontrolling interests	(2.1)		—
Net income (loss) attributable to Century stockholders	246.8		(38.6)
Less: net income allocated to participating securities	13.2		—
Net income (loss) allocated to common stockholders	$	233.6	$	(38.6)

INCOME (LOSS) ATTRIBUTABLE TO CENTURY STOCKHOLDERS PER COMMON SHARE:
Basic	$	2.52	$	(0.42)
Diluted	2.26		(0.42)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic	92.7		92.3
Diluted	98.7		92.3

See Condensed Notes to the Consolidated Financial Statements

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CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
(Unaudited)
	Three months ended March 31,
	2024		2023
Comprehensive income (loss):
Net income (loss)	$	244.7	$	(38.6)
Other comprehensive (loss) income before income tax effect:
Net loss on foreign currency cash flow hedges reclassified as income	(0.1)		(0.1)
Defined benefit plans and other postretirement benefits:
Net loss arising during the period	(3.4)		—
Amortization of prior service cost during the period	0.1		—
Amortization of net gain during the period	1.7		1.2
Other comprehensive (loss) income before income tax effect	(1.7)		1.1
Income tax effect	—		—
Other comprehensive (loss) income	(1.7)		1.1
Comprehensive income (loss)	243.0		(37.5)
Comprehensive loss attributable to noncontrolling interests	(2.1)		—
Comprehensive income (loss) attributable to Century stockholders	$	245.1	$	(37.5)

See Condensed Notes to the Consolidated Financial Statements

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CENTURY ALUMINUM COMPANY
CONSOLIDATED BALANCE SHEETS
(in millions)
(Unaudited)
	March 31, 2024		December 31, 2023
ASSETS
Cash and cash equivalents	$	93.5	$	88.8
Restricted cash	1.5		1.5
Accounts receivable - net	47.8		53.7
Non-trade receivables	38.5		36.2
Due from affiliates	22.8		20.2
Manufacturing credit receivable	57.9		59.3
Inventories	484.2		477.0
Derivative assets	5.3		2.9
Prepaid and other current assets	29.6		27.5
Total current assets	781.1		767.1
Property, plant and equipment - net	984.2		1,004.2


Other assets	84.6		75.2

TOTAL	$	1,849.9	$	1,846.5
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable, trade	$	180.5	$	249.5
Accrued compensation and benefits	34.0		38.1
Due to affiliates	131.8		101.4
Accrued and other current liabilities	46.3		50.9
Derivative liabilities	0.4		1.4
Deferred credit - preliminary bargain purchase gain	—		273.4
Current debt due to affiliates	10.0		10.0
Current maturities of long-term debt	65.9		38.3
Total current liabilities	468.9		763.0
Long-term debt	452.1		430.9
Accrued benefits costs - less current portion	121.3		120.3
Other liabilities	97.1		66.3

Deferred taxes	73.0		72.4
Asset retirement obligations - less current portion	50.4		49.5
Total noncurrent liabilities	793.9		739.4
COMMITMENTS AND CONTINGENCIES (NOTE 12)
SHAREHOLDERS’ EQUITY:
Preferred stock (Note 8)	—		—
Common stock (Note 8)	1.0		1.0
Additional paid-in capital	2,543.7		2,542.9
Treasury stock, at cost	(86.3)		(86.3)
Accumulated other comprehensive loss	(99.6)		(97.9)
Accumulated deficit	(1,757.3)		(2,004.1)
Total Century shareholders’ equity	601.5		355.6
Noncontrolling interests	(14.4)		(11.5)
Total equity	587.1		344.1
TOTAL	$	1,849.9	$	1,846.5

See Condensed Notes to the Consolidated Financial Statements

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CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
	Three months ended March 31,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	244.7	$	(38.6)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Unrealized (gain) loss on derivative instruments	(6.4)		64.4

Lower of cost or NRV inventory adjustment	—		5.1
Depreciation, depletion and amortization	19.9		15.9

Change in deferred tax benefit (expense)	0.4		(1.5)
Bargain purchase gain	(245.9)		—
Other non-cash items - net	(1.5)		(0.5)
Change in operating assets and liabilities, net of acquisition:
Accounts receivable - net	(1.4)		19.1
Non-trade receivables	5.2		—
Manufacturing credit receivable	(12.6)		—
Due from affiliates	(2.6)		(11.7)
Inventories	(7.2)		(41.1)
Prepaid and other current assets	0.2		1.8
Accounts payable, trade	(33.8)		(17.4)
Due to affiliates	33.6		10.4
Accrued and other current liabilities	(8.4)		(8.7)


Other - net	1.0		2.6

Net cash used in operating activities	(14.8)		(0.2)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment	(29.7)		(14.3)


Net cash used in investing activities	(29.7)		(14.3)
CASH FLOWS FROM FINANCING ACTIVITIES:




Borrowings under revolving credit facilities	155.9		192.4
Repayments under revolving credit facilities	(130.5)		(209.4)


Repayments under Iceland term facility	(1.2)		(2.4)
Borrowings under Grundartangi casthouse debt facility	25.0		10.0


Net cash provided by (used in) financing activities	49.2		(9.4)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	4.7		(23.9)
Cash, cash equivalents and restricted cash, beginning of period	90.3		55.5
Cash, cash equivalents and restricted cash, end of period	$	95.0	$	31.6

Supplemental Cash Flow Information:
Cash paid for:
Interest	$	2.9	$	4.0
Taxes, net of refunds	1.1		(0.4)
Non-cash investing activities:
Capital expenditures	6.7		3.9
Capitalized interest	2.4		1.0

See Condensed Notes to the Consolidated Financial Statements

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CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions, except share data)
(Unaudited)
	Preferred stock			Common stock			Additional paid-in capital		Treasury stock, at cost		Accumulated other comprehensive loss		Accumulated deficit		Total Century Equity		Noncontrolling Interest		Total equity
	Shares	Amount		Shares	Amount
Three months ended March 31, 2024
Balance, December 31, 2023	52,284	$	—	92,689,864	$	1.0	$	2,542.9	$	(86.3)	$	(97.9)	$	(2,004.1)	$	355.6	$	(11.5)	$	344.1
Net income (loss)	—	—		—	—		—		—		—		246.8		246.8		(2.1)		244.7
Other comprehensive loss	—	—		—	—		—		—		(1.7)		—		(1.7)		—		(1.7)
Share-based compensation	—	—		6,069	—		0.8		—		—		—		0.8		—		0.8
Conversion of preferred stock to common stock	(46)	—		4,562	—		—		—		—		—		—		—		—

SEC Form 10-Q filed by Century Aluminum Company