cenx-20210331

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, 2021

☐ 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 90,087,714 shares of common stock outstanding at May 5, 2021.

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. Related Party Transactions			9
Note 3. Revenue			10
Note 4. Fair Value Measurements			11
Note 5. Earnings (Loss) per Share			15
Note 6. Shareholders' Equity			16
Note 7. Income Taxes			17
Note 8. Inventories			17
Note 9. Debt			18
Note 10. Commitments and Contingencies			20
Note 11. Components of Accumulated Other Comprehensive Loss			23
Note 12. Components of Net Periodic Benefit Cost			24
Note 13. Derivatives			24

Note 1 4 . Subsequent Events			39

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			29
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,
	2021		2020
NET SALES:
Related parties	$	268.3	$	271.0
Other customers	175.7		150.2
Total net sales	444.0		421.2
Cost of goods sold	464.7		416.4
Gross profit (loss)	(20.7)		4.8
Selling, general and administrative expenses	16.1		8.9
Other operating (income) expense - net	0.1		0.3
Operating income (loss)	(36.9)		(4.4)
Interest expense - Hawesville term loan	(0.3)		(0.7)
Interest expense	(9.0)		(6.0)
Interest income	0.1		0.1
Net gain (loss) on forward and derivative contracts	(98.1)		3.8

Other income (expense) - net