cenx-20230331

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, 2023

☐ 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)

The registrant had 92,323,978 shares of common stock outstanding at May 8, 2023.

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):


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


TABLE OF CONTENTS
			Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements			4
Condensed Notes to the Consolidated Financial Statements			9
Note 1. General			9
Note 2. Curtailment of Operations - Hawesville			9
Note 3. Related Party Transactions			9
Note 4. Revenue			10
Note 5. Fair Value Measurements			11
Note 6. (Loss) Earnings per Share			13
Note 7. Shareholders' Equity			14
Note 8. Income Taxes			15
Note 9. Inventories			15
Note 10. Debt			16
Note 11. Commitments and Contingencies			18
Note 12. Components of Accumulated Other Comprehensive Loss			21
Note 13. Components of Net Periodic Benefit Cost			23
Note 14. Derivatives			23
Note 15. Subsequent Events			24
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			27
Item 3. Quantitative and Qualitative Disclosures about Market Risk			36
Item 4. Controls and Procedures			39

PART II - OTHER INFORMATION
Item 1. Legal Proceedings			40
Item 1A. Risk Factors			40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			41
Item 5. Other Information			42
Item 6. Exhibits			43
SIGNATURES			44

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,
	2023		2022
NET SALES:
Related parties	$	412.2	$	433.1
Other customers	140.2		320.5
Total net sales	552.4		753.6
Cost of goods sold	504.3		660.4
Gross profit	48.1		93.2
Selling, general and administrative expenses	13.4		11.7

Other operating expense - net	7.2		0.2
Operating income	27.5		81.3

Interest expense	(8.7)		(7.3)
Interest income	0.3		0.1
Net loss on forward and derivative contracts	(57.6)		(56.7)

Other (expense) income - net	(0.3)		2.0
(Loss) income before income taxes	(38.8)		19.4
Income tax benefit (expense)	0.2		(1.7)


Net (loss) income	$	(38.6)	$	17.7
Less: net income allocated to participating securities	—		1.1
Net (loss) income allocated to common stockholders	$	(38.6)	$	16.6

(LOSS) INCOME PER COMMON SHARE:
Basic	$	(0.42)	$	0.18
Diluted	(

SEC Form 10-Q filed by Century Aluminum Company