Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 09, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | CENTRUS ENERGY CORP | |
Entity Central Index Key | 1,065,059 | |
Trading Symbol | LEU | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 9,000,000 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 151.7 | $ 260.7 |
Accounts receivable, net | 5.8 | 19.9 |
Inventories | 143.6 | 177.4 |
Deferred costs associated with deferred revenue | 89 | 89.3 |
Other current assets | 14.7 | 13.3 |
Total current assets | 404.8 | 560.6 |
Property, Plant and Equipment, Net | 5.6 | 6 |
Deposits for surety bonds | 29.6 | 29.5 |
Intangible assets | 92.1 | 93.3 |
Other long-term assets | 15.5 | 24.1 |
Total Assets | 547.6 | 713.5 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 46.8 | 46.4 |
Payables under SWU purchase agreements | 0.1 | 59.6 |
Inventories owed to customers and suppliers | 22.8 | 57.5 |
Deferred revenue | 123.3 | 123.6 |
Decontamination and decommissioning obligations - current | 34.9 | 38.6 |
Total current liabilities | 227.9 | 325.7 |
Long-term debt | 159.8 | 234.1 |
Postretirement health and life benefit obligations | 169.4 | 171.3 |
Pension benefit liabilities | 178.6 | 179.9 |
Other long-term liabilities | 35.8 | 38.6 |
Total liabilities | 771.5 | 949.6 |
Commitments and contingencies (Note 12) | ||
Stockholders' Deficit | ||
Excess of capital over par value | 59.6 | 59.5 |
Accumulated deficit | (289.1) | (296.7) |
Accumulated other comprehensive income (loss), net of tax | 0.1 | 0.2 |
Total stockholders' deficit | (223.9) | (236.1) |
Total Liabilities and Stockholders’ Equity (Deficit) | 547.6 | 713.5 |
Preferred Series B [Member] | ||
Stockholders' Deficit | ||
Preferred stock | 4.6 | 0 |
Common Class A [Member] | ||
Stockholders' Deficit | ||
Common stock | 0.8 | 0.8 |
Common Class B [Member] | ||
Stockholders' Deficit | ||
Common stock | $ 0.1 | $ 0.1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Preferred Stock, Par Value Per Share | $ 1 | $ 1 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 104,574 | |
Preferred Series B [Member] | ||
Preferred Stock, Par Value Per Share | $ 1 | |
Preferred Stock, Dividend Rate, Percentage | 7.50% | |
Preferred Stock, Shares Issued | 104,574 | |
Preferred Stock, Liquidation Preference, Value | $ 105,600,000 | |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.10 | $ 0.10 |
Common Stock, Shares Authorized | 70,000,000 | 70,000,000 |
Common Stock, Shares, Issued | 7,563,600 | 7,563,600 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.10 | $ 0.10 |
Common Stock, Shares Authorized | 30,000,000 | 30,000,000 |
Common Stock, Shares, Issued | 1,436,400 | 1,436,400 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue: | ||
Contract services | $ 6,400 | $ 16,400 |
Total Revenue | 7,200 | 90,000 |
Cost of Sales: | ||
Separative work units and uranium | 2,300 | 65,500 |
Contract services | 7,400 | 8,700 |
Total cost of sales | 9,700 | 74,200 |
Gross profit (loss) | (2,500) | 15,800 |
Advanced technology license and decommissioning costs | 6,100 | 12,000 |
Selling, general and administrative | 12,400 | 11,400 |
Amortization of intangible assets | 1,200 | 3,200 |
Special charges for workforce reductions | 2,400 | 0 |
Other (income) | (1,000) | (300) |
Operating (loss) | (23,600) | (10,500) |
Gain on early extinguishment of debt | (33,600) | 0 |
Interest expense | 2,900 | 5,000 |
Interest (income) | (300) | (300) |
Income (loss) before income taxes | 7,400 | (15,200) |
Provision (benefit) for income taxes | (200) | (600) |
Net income (loss) | 7,600 | (14,600) |
Preferred stock dividends, undeclared and cumulative | 1,000 | 0 |
Net income (loss) allocable to common stockholders | $ 6,600 | $ (14,600) |
Net income (loss) per common share - basic | $ 0.73 | $ (1.60) |
Net income (loss) per common share - diluted | $ 0.72 | $ (1.60) |
Weighted-average number of shares outstanding: | ||
Weighted Average Number of Shares Outstanding, Basic | 9,063 | 9,063 |
Weighted Average Number of Shares Outstanding, Diluted | 9,174 | 9,063 |
Separative Work Units [Member] | ||
Revenue: | ||
Revenue, Goods | $ 800 | $ 59,300 |
Uranium [Member] | ||
Revenue: | ||
Revenue, Goods | $ 0 | $ 14,300 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net income (loss) | $ 7.6 | $ (14.6) |
Amortization of prior service costs (credits) | (0.1) | (0.1) |
Other comprehensive income (loss), before tax | (0.1) | (0.1) |
Income tax expense related to items of other comprehensive income | 0 | 0 |
Other comprehensive income (loss), net of tax | (0.1) | (0.1) |
Comprehensive income (loss) | $ 7.5 | $ (14.7) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 7.6 | $ (14.6) |
Adjustments to reconcile net income (loss) to net cash (used in) operating activities: | ||
Depreciation and amortization | 1.4 | 3.6 |
Interest on paid-in-kind toggle notes | 0.8 | 3.4 |
Gain on early extinguishment of debt | (33.6) | 0 |
Gain on sale of assets | (1) | (0.3) |
Inventory valuation adjustment | 0 | 0.5 |
Changes in operating assets and liabilities: | ||
Accounts receivable – (increase) decrease | 23 | (29.4) |
Inventories, net – (increase) decrease | (0.9) | 48.5 |
Payables under SWU purchase agreements – increase (decrease) | (59.5) | (61) |
Deferred revenue, net of deferred costs – increase (decrease) | 0 | 4.2 |
Accounts payable and other liabilities – (decrease) | (18.4) | (9.8) |
Other, net | (1.4) | 0 |
Net Cash (Used in) Operating Activities | (82) | (54.9) |
Cash Flows Provided by Investing Activities | ||
Proceeds from sales of assets | 0.6 | 0.6 |
Net Cash Provided by (Used in) Investing Activities | 0.6 | 0.6 |
Cash Flows Used in Financing Activities | ||
Repurchase of debt | (27.6) | 0 |
Net Cash (Used in) Financing Activities | (27.6) | 0 |
Net (Decrease) | (109) | (54.3) |
Cash and Cash Equivalents at Beginning of Period | 260.7 | 234 |
Cash and Cash Equivalents at End of Period | 151.7 | 179.7 |
Supplemental Cash Flow Information: | ||
Interest paid | 0.4 | 3.1 |
Conversion of interest payable-in-kind to long-term debt | $ 0.8 | $ 3.4 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Preferred Stock [Member] | Preferred Stock [Member]Preferred Series B [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Excess of Capital over Par Value [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning Balance at Dec. 31, 2015 | $ (165.7) | $ 0.8 | $ 0.1 | $ 59 | $ (229.7) | $ 4.1 | ||
Net income (loss) | (14.6) | (14.6) | ||||||
Other comprehensive income, net of tax (Note 13) | (0.1) | (0.1) | ||||||
Restricted and other common stock issued, net of amortization | 0.2 | 0.2 | ||||||
Ending Balance at Mar. 31, 2016 | (180.2) | $ 0 | 0.8 | 0.1 | 59.2 | (244.3) | 4 | |
Beginning Balance at Dec. 31, 2016 | (236.1) | 0.8 | 0.1 | 59.5 | (296.7) | 0.2 | ||
Net income (loss) | 7.6 | |||||||
Stock issued during period | 4.6 | $ 4.6 | ||||||
Other comprehensive income, net of tax (Note 13) | (0.1) | (0.1) | ||||||
Restricted and other common stock issued, net of amortization | 0.1 | 0.1 | ||||||
Ending Balance at Mar. 31, 2017 | $ (223.9) | $ 4.6 | $ 0.8 | $ 0.1 | $ 59.6 | $ (289.1) | $ 0.1 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION The unaudited condensed consolidated financial statements of Centrus Energy Corp. (“Centrus” or the “Company”), which include the accounts of the Company, its principal subsidiary United States Enrichment Corporation (“Enrichment Corp.”) and its other subsidiaries, as of and for the three months ended March 31, 2017 and 2016, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed consolidated balance sheet as of December 31, 2016, was derived from audited consolidated financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States (“GAAP”). The unaudited condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the financial results for the interim period. Certain information and notes normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. All material intercompany transactions have been eliminated. Operating results for the three months ended March 31, 2017, are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes and Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2016. New Accounting Standards In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU 2014-09 introduces a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The FASB issued amendments in 2015 and 2016 that clarify a number of specific issues as well as require additional disclosures. The revenue recognition standard will become effective for the Company beginning with the first quarter of 2018. The Company is evaluating the effect that the provisions of ASU 2014-09 will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize a right-of-use asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting expense recognition in the statement of operations. ASU 2016-02 will become effective for the Company beginning in the first quarter of 2019, with early adoption permitted, and is to be applied using a modified retrospective approach. The Company is evaluating the effect that the provisions of ASU 2016-02 will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Stock Compensation - Improvements to Employee Share-Based Payment Accounting (Topic 718) . ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 became effective for the Company in the first quarter of 2017. Under ASU 2016-09, entities are permitted to make an accounting policy election to either estimate forfeitures on share-based payment awards, as previously required, or to recognize forfeitures as they occur. The Company has elected to recognize forfeitures as they occur. The adoption of ASU 2016-09 did not have a material impact on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 addresses the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. It is intended to reduce diversity in practice by providing guidance on eight specific cash flow issues. ASU 2016-15 will become effective for the Company beginning in the first quarter of 2018, with early adoption permitted, and is to be applied using a retrospective approach. The Company is evaluating the effect that the provisions of ASU 2016-15 will have on its consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, requiring an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. ASU 2016-16 will become effective for the Company beginning in the first quarter of 2018, with early adoption permitted. The Company is evaluating the effect that the provisions of ASU 2016-16 will have on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . ASU 2016-18 requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 is to be applied retrospectively for each period presented, and will become effective for the Company beginning in the first quarter of 2018, with early adoption permitted. The Company is evaluating the effect that the provisions of ASU 2016-18 will have on its consolidated financial statements. In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . ASU 2017-07 requires changes to the presentation of the components of net periodic benefit cost on the statement of operations by requiring service cost to be presented with other employee compensation costs and other components of net periodic benefit cost to be presented outside of any subtotal of operating income. ASU 2017-07 also stipulates that only the service cost component of net benefit cost is eligible for capitalization in assets. The guidance will become effective for the Company beginning in the first quarter of 2018, with early adoption permitted. The Company is evaluating the effect that the provisions of ASU 2017-07 will have on its consolidated financial statements. |
Special Charges
Special Charges | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Special Charges | SPECIAL CHARGES Evolving Business Needs Evolving business needs have resulted in workforce reductions since 2013. In the three months ended March 31, 2017, special charges included estimated employee termination benefits of $0.8 million . Centrus expects to make related payments in the second and third quarters of 2017. In the second quarter of 2016, the Company commenced a project to align its corporate structure to the scale of its ongoing business operations and to update related information technology systems. The Company incurred advisory costs of $1.6 million related to the reengineering project in the three months ended March 31, 2017. Piketon Demonstration Facility In September 2015, Centrus completed a successful three-year demonstration of its American Centrifuge technology at its facility in Piketon, Ohio. The demonstration effort was primarily funded by the U.S. government. As a result of reduced program funding, Centrus incurred a special charge in the third quarter of 2015 for estimated employee termination benefits. Of the remaining $5.4 million liability as of March 31, 2017, $3.3 million is classified as current and included in Accounts Payable and Accrued Liabilities in the condensed consolidated balance sheet. The remaining $2.1 million is included in Other Long-Term Liabilities and is expected to be paid through 2019. A summary of termination benefit activity and related liabilities follows (in millions): Liability December 31, 2016 Three Months Ended March 31, 2017 Liability March 31, 2017 Charges for Termination Benefits Paid Workforce reductions: Evolving business needs $ 0.1 $ 0.8 $ (0.1 ) $ 0.8 Piketon demonstration facility 5.4 — — 5.4 $ 5.5 $ 0.8 $ (0.1 ) $ 6.2 |
Contract Services and Advanced
Contract Services and Advanced Technology Costs | 3 Months Ended |
Mar. 31, 2017 | |
Research and Development [Abstract] | |
Contract Services and Advanced Technology Costs and Other Income | CONTRACT SERVICES AND ADVANCED TECHNOLOGY LICENSE AND DECOMMISSIONING COSTS The contract services segment includes Revenue and Cost of Sales for engineering and testing work Centrus performs on the American Centrifuge technology under a government contract with UT-Battelle, LLC (“UT-Battelle”), the operator of Oak Ridge National Laboratory. The current contract between Centrus and UT-Battelle (the “2017 ORNL Contract”) is for the period from October 1, 2016, through September 30, 2017 and is valued at approximately $25 million . The 2017 ORNL Contract provides for payments for monthly reports of deliverables of approximately $2.0 million per month and additional aggregate payments of $1.0 million based on completion of certain milestones. The 2017 ORNL Contract is currently being funded incrementally. Funding for the program is provided to UT-Battelle by the U.S. government. The Company’s contract with UT-Battelle that ended September 30, 2016 (the “2016 ORNL Contract”), provided for payments for monthly reports of deliverables of approximately $2.7 million per month. The 2016 ORNL Contract, which was signed in March 2016, provided for payments for reports related to work performed since October 1, 2015. Revenue in the three months ended March 31, 2016, includes $8.1 million for March 2016 reports on work performed in the three months ended December 31, 2015, and $8.1 million for reports on work performed in the three months ended March 31, 2016. Expenses for contract work performed in the three months ended March 31, 2016, are included in Cost of Sales . Expenses for work performed in the three months ended December 31, 2015, before entering into the 2016 ORNL Contract, were included in Advanced Technology License and Decommissioning Costs in 2015. American Centrifuge expenses that are outside of the Company’s contracts with UT-Battelle are included in Advanced Technology License and Decommissioning Costs, including ongoing costs to maintain the demobilized Piketon facility and our licenses from the U.S. Nuclear Regulatory Commission (“NRC”) at that location. In the second quarter of 2016, the Company commenced the decontamination and decommissioning (“D&D”) of the Piketon facility in accordance with the requirements of NRC and the U.S. Department of Energy (“DOE”). Refer to Note 12, Commitments and Contingencies , for additional details. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2017 | |
Accounts Receivable, Net, Current [Abstract] | |
Accounts Receivable | RECEIVABLES March 31, December 31, (in millions) Utility customers and other $ 1.1 $ 15.3 Contract services, primarily DOE 4.7 4.6 Accounts receivable $ 5.8 $ 19.9 Centrus formerly performed site services work under contracts with DOE at the former Portsmouth and Paducah gaseous diffusion plants. Overdue receivables from DOE of $14.3 million as of March 31, 2017, and $22.8 million as of December 31, 2016, are included in other long-term assets based on the extended timeframe expected to resolve the Company’s claims for payment. Centrus has unapplied payments from DOE that may be used, at DOE’s direction, (a) to pay for future services provided by the Company, or (b) to reduce outstanding receivables balances due from DOE. The balance of unapplied payments of $19.3 million as of March 31, 2017, and December 31, 2016, is included in other long-term liabilities pending resolution of the long-term receivables from DOE described above. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventory, Net [Abstract] | |
Inventories | INVENTORIES Centrus holds uranium at licensed locations in the form of natural uranium and as the uranium component of low enriched uranium (“LEU”). Centrus also holds separative work units (“SWU”) as the SWU component of LEU at licensed locations (e.g., fabricators) to meet book transfer requests by customers. Fabricators process LEU into fuel for use in nuclear reactors. Components of inventories follow (in millions): March 31, 2017 December 31, 2016 Current Assets Current Liabilities (a) Inventories, Net Current Assets Current Liabilities (a) Inventories, Net Separative work units $ 103.8 $ 2.3 $ 101.5 $ 115.8 $ 15.2 $ 100.6 Uranium 39.6 20.5 19.1 61.4 42.3 19.1 Materials and supplies 0.2 — 0.2 0.2 — 0.2 $ 143.6 $ 22.8 $ 120.8 $ 177.4 $ 57.5 $ 119.9 (a) Inventories owed to customers and suppliers, included in current liabilities, include SWU and uranium inventories owed to fabricators. |
Property, Plant and Equipment P
Property, Plant and Equipment Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT March 31, December 31, (in millions) Property, plant and equipment, gross 6.6 6.8 Accumulated depreciation (1.0 ) (0.8 ) Property, plant and equipment, net $ 5.6 $ 6.0 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS Intangible assets originated from the Company’s reorganization and application of fresh start accounting as of September 30, 2014. The intangible asset related to the sales order book is amortized as the order book valued at emergence is reduced, principally as a result of deliveries to customers. The intangible asset related to customer relationships is amortized using the straight-line method over the estimated average useful life of 15 years. Amortization expense is presented below gross profit on the condensed consolidated statements of operations. March 31, 2017 December 31, 2016 (in millions) Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Sales order book $ 54.6 $ 19.9 $ 34.7 $ 54.6 $ 19.9 $ 34.7 Customer relationships 68.9 11.5 57.4 68.9 10.3 58.6 Total $ 123.5 $ 31.4 $ 92.1 $ 123.5 $ 30.2 $ 93.3 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | DEBT A summary of long-term debt follows (in millions): Maturity March 31, 2017 December 31, 2016 8.25% Notes: Feb. 2027 Principal $ 74.3 $ — Interest 61.5 — 8.25% Notes 135.8 — 8% PIK Toggle Notes Sep. 2019 (a) 30.5 234.6 Subtotal 166.3 234.6 Less deferred issuance costs 0.1 0.5 Total debt 166.2 234.1 Less current portion 6.4 — Long-term debt $ 159.8 $ 234.1 (a) Maturity can be extended to September 2024 upon the satisfaction of certain funding conditions described below. Note Exchange On February 14, 2017, pursuant to an exchange offer and consent solicitation, Centrus exchanged $204.9 million principal amount of the Company’s 8% paid-in-kind (“PIK”) toggle notes (the “8% PIK Toggle Notes”) for $74.3 million principal amount of 8.25% notes due February 2027 (the “8.25% Notes”), 104,574 shares of Series B Preferred Stock with a liquidation preference of $1,000 per share, and $27.6 million of cash. The exchange is accounted for as a troubled debt restructuring (a “TDR”) under Accounting Standards Codification Subtopic 470-60, Debt-Troubled Debt Restructurings by Debtors . For an exchange classified as a TDR, if the future undiscounted cash flows of the newly issued debt and other consideration are less than the net carrying value of the original debt, a gain is recorded for the difference and the carrying value of the newly issued debt is adjusted to the future undiscounted cash flow amount and no future interest expense is recorded. All future interest payments on the newly issued debt reduce the carrying value. Accordingly, the Company recognized the 8.25% Notes on the condensed consolidated balance sheet at $135.8 million as of March 31, 2017. The Company recognized a gain of $33.6 million related to the note exchange for the quarter ended March 31, 2017, which is net of transaction costs of $9.0 million and previously deferred issuance costs related to the 8% PIK Toggle Notes of $0.4 million . Refer to Note 13, Stockholders’ Equity for details related to the newly issued preferred stock. 8.25% Notes Interest on the 8.25% Notes is payable semi-annually in arrears as of February 28 and August 31 based on a 360-day year consisting of twelve 30-day months. The 8.25% Notes mature on February 28, 2027. As described above, all future interest payment obligations on the 8.25% Notes are included in the carrying value of the 8.25% Notes. As a result, the Company’s reported interest expense will be less than its contractual interest payments throughout the term of the 8.25% Notes. As of March 31, 2017, $6.4 million of interest is recorded as current and classified as Accounts Payable and Accrued Liabilities in the condensed consolidated balance sheet. The 8.25% Notes rank equally in right of payment with all of our existing and future unsubordinated indebtedness other than our Issuer Senior Debt and our Limited Secured Acquisition Debt (each as defined below). The 8.25% Notes rank senior in right of payment to all of our existing and future subordinated indebtedness and to certain limited secured acquisition indebtedness of the Company (the “Limited Secured Acquisition Debt”). The Limited Secured Acquisition Debt includes (i) any indebtedness, the proceeds of which are used to finance all or a portion of an acquisition or similar transaction if any lender’s lien is solely limited to the assets acquired in such a transaction and (ii) any indebtedness, the proceeds of which are used to finance all or a portion of the American Centrifuge project or another next generation enrichment technology if any lender’s lien is solely limited to such assets, provided that a lien securing the 8.25% Notes that is junior with respect to the lien securing such indebtedness, will be effected for the 8.25% Notes, which will be limited to the assets acquired with such Limited Secured Acquisition Debt. The 8.25% Notes are subordinated in right of payment to certain indebtedness and obligations of the Company, as described in the 8.25% Notes Indenture (the “Issuer Senior Debt”), including (i) any indebtedness of the Company (inclusive of any indebtedness of Enrichment Corp.) under a future credit facility up to $50 million with a maximum net borrowing of $40 million after taking into account any minimum cash balance (unless a higher amount is approved with the consent of the holders of a majority of the aggregate principal amount of the 8.25% Notes then outstanding), (ii) any revolving credit facility to finance inventory purchases and related working capital needs, and (iii) any indebtedness of the Company to Enrichment Corp. under the secured intercompany notes. The 8.25% Notes are guaranteed on a subordinated and limited basis by, and secured by substantially all of the assets of, Enrichment Corp. The Enrichment Corp. guarantee is a secured obligation and ranks equally in right of payment with all existing and future unsubordinated indebtedness of Enrichment Corp. (other than Designated Senior Claims (as defined below) and Limited Secured Acquisition Debt) and senior in right of payment to all existing and future subordinated indebtedness of Enrichment Corp. and Limited Secured Acquisition Debt. The Enrichment Corp. guarantee is subordinated in right of payment to certain obligations of, and claims against, Enrichment Corp. described in the 8.25% Notes Indenture (collectively, the “Designated Senior Claims”), including obligations and claims: • under a future credit facility up to $50 million with a maximum net borrowing of $40 million after taking into account any minimum cash balance; • under any revolving credit facility to finance inventory purchases and related working capital needs; • held by or for the benefit of the Pension Benefit Guaranty Corporation (“PBGC”) pursuant to any settlement (including any required funding of pension plans); and • under surety bonds or similar obligations held by or on behalf of the U.S. government pursuant to regulatory requirements. The liens securing the Enrichment Corp. guarantee of the 8% PIK Toggle Notes and the 8.25% Notes are pari passu with each other, and are junior in priority with respect to the lien securing Limited Secured Acquisition Debt, which is limited to the assets acquired with such Limited Secured Acquisition Debt. 8% PIK Toggle Notes Interest on the 8% PIK Toggle Notes is payable semi-annually in arrears on March 31 and September 30 based on a 360-day year consisting of twelve 30-day months. The principal amount is increased by any payment of interest in the form of PIK payments. The Company has the option to pay up to 5.5% per annum of interest due on the 8% PIK Toggle Notes in the form of PIK payments. For the semi-annual interest periods ended March 31, 2017, and September 30, 2017, the Company has elected to pay interest in the form of PIK payments at 5.5% per annum. Financing costs for the issuance of the 8% PIK Toggle Notes were deferred and are being amortized on a straight-line basis, which approximates the effective interest method, over the life of the 8% PIK Toggle Notes. The 8% PIK Toggle Notes mature on September 30, 2019. However, the maturity date can be extended to September 30, 2024, upon the satisfaction of certain funding conditions described in the Indenture relating to the funding, under binding agreements, of (i) the American Centrifuge project or (ii) the implementation and deployment of a National Security Train Program utilizing American Centrifuge technology. The 8% PIK Toggle Notes rank equally in right of payment with all existing and future unsubordinated indebtedness of the Company (other than the Issuer Senior Debt) and are senior in right of payment to all existing and future subordinated indebtedness of the Company. The 8% PIK Toggle Notes are subordinated in right of payment to the Issuer Senior Debt. The 8% PIK Toggle Notes are guaranteed and secured on a subordinated, conditional, and limited basis by Enrichment Corp. Enrichment Corp will be released from its guarantee without the consent of the holders of the 8% PIK Toggle Notes upon the occurrence of certain termination events (other than with respect to an unconditional interest claim), including (i) the involuntary termination by the PBGC of any of the qualified pension plans of the Company or Enrichment Corp, (ii) the cessation of funding prior to completion of our ongoing American Centrifuge test programs or (iii) both a decision by the Company to abandon American Centrifuge technology and either (1) the efforts by the Company to commercialize another next generation enrichment technology funded at least in part by new capital provided or to be provided by Enrichment Corp have been terminated or are no longer being pursued or (2) the attainment of capital necessary to commercialize another next generation enrichment technology with respect to which the Company is involved which does not include new capital provided or to be provided by Enrichment Corp. The Enrichment Corp. guarantee ranks equally in right of payment with all existing and future unsubordinated indebtedness of Enrichment Corp. (other than Designated Senior Claims and Limited Secured Acquisition Debt) and senior in right of payment to all existing and future subordinated indebtedness of Enrichment Corp. and Limited Secured Acquisition Debt. The Enrichment Corp. guarantee is subordinated in right of payment to Designated Senior Claims. As explained above, the liens securing the Enrichment Corp. guarantee of the 8% PIK Toggle Notes and the 8.25% Notes are pari passu with each other, and are junior in priority with respect to the lien securing Limited Secured Acquisition Debt, which is limited to the assets acquired with such Limited Secured Acquisition Debt. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value of assets and liabilities, the following hierarchy is used in selecting inputs, with the highest priority given to Level 1, as these are the most transparent or reliable: • Level 1 – quoted prices for identical instruments in active markets. • Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. • Level 3 – valuations derived using one or more significant inputs that are not observable. Financial Instruments Recorded at Fair Value (in Millions) March 31, 2017 December 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 151.7 $ — $ — $ 151.7 $ 260.7 $ — $ — $ 260.7 Deferred compensation asset (a) 1.2 — — 1.2 1.1 — — 1.1 Liabilities: Deferred compensation obligation (a) 1.2 — — 1.2 1.1 — — 1.1 (a) The deferred compensation obligation represents the balance of deferred compensation plus net investment earnings. The deferred compensation plan is funded through a rabbi trust. Trust funds are invested in mutual funds for which unit prices are quoted in active markets and are classified within Level 1 of the valuation hierarchy. There were no transfers between Level 1, 2 or 3 during the periods presented. Other Financial Instruments As of March 31, 2017 , and December 31, 2016, the balance sheet carrying amounts for accounts receivable, accounts payable and accrued liabilities (excluding the deferred compensation obligation described above), and payables under SWU purchase agreements approximate fair value because of the short-term nature of the instruments. The carrying value and estimated fair value of long-term debt follow (in millions): March 31, 2017 December 31, 2016 Carrying Value Estimated Fair Value (a) Carrying Value Estimated Fair Value (a) 8.25% Notes $ 135.8 (b) $ 59.7 - - 8% PIK Toggle Notes 30.5 18.7 234.6 107.4 (a) Based on the most recent trading price as of the balance sheet date, which is considered a Level 2 input as of March 31, 2017, and a Level 1 input as of December 31, 2016, based on the frequency of trading. (b) The carrying value of the 8.25% Notes as of March 31, 2017, consists of the principal balance of $74.3 million and the sum of interest payment obligations until maturity. Refer to Note 8, Debt . |
Pension and Postretirement Heal
Pension and Postretirement Health and Life Benefits | 3 Months Ended |
Mar. 31, 2017 | |
General Discussion of Pension and Other Postretirement Benefits [Abstract] | |
Pension and Postretirement Health and Life Benefits | PENSION AND POSTRETIREMENT HEALTH AND LIFE BENEFITS The components of net periodic benefit credit for the pension plans were as follows (in millions): Three Months Ended 2017 2016 Service costs $ 0.9 $ 0.9 Interest costs 8.1 8.9 Expected gains on plan assets (10.2 ) (10.5 ) Net periodic benefit credit $ (1.2 ) $ (0.7 ) The components of net periodic benefit cost for the postretirement health and life benefit plans were as follows (in millions): Three Months Ended 2017 2016 Interest costs $ 1.8 $ 2.1 Expected gains on plan assets — (0.1 ) Amortization of prior service credits, net (0.1 ) (0.1 ) Net periodic benefit cost $ 1.7 $ 1.9 |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | NET INCOME (LOSS) PER COMMON SHARE Basic net income (loss) per common share is calculated by dividing income (loss) allocable to common stockholders by the weighted average number of shares of common stock outstanding during the period. In calculating diluted net income (loss) per common share, the number of shares is increased by the weighted average number of potential shares related to stock compensation awards. No dilutive effect is recognized in a period in which a net loss has occurred. Three Months Ended 2017 2016 Net income (loss) allocable to common stockholders (in millions) $ 6.6 $ (14.6 ) Shares in thousands: Average common shares outstanding - basic 9,063 9,063 Potentially dilutive shares related to stock options 111 — Average common shares outstanding - diluted 9,174 9,063 Net income (loss) per common share: – Basic $ 0.73 $ (1.60 ) – Diluted $ 0.72 $ (1.60 ) Options outstanding and considered anti-dilutive as their exercise price exceeded the average share market price (in thousands) — 475 |
Stockholders' Equity (Notes)
Stockholders' Equity (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | STOCKHOLDERS’ EQUITY Series B Preferred Stock On February 14, 2017, Centrus issued 104,574 shares of Series B Preferred Stock as part of the securities exchange described in Note 8, Debt . The Series B Preferred Stock has a par value of $1.00 per share and a liquidation preference of $1,000 per share (the “Liquidation Preference”). The Series B Preferred Stock is recorded on the condensed consolidated balance sheet at fair value less transaction costs, or $4.6 million as of March 31, 2017. Holders of the Series B Preferred Stock are entitled to cumulative dividends of 7.5% per annum of the Liquidation Preference. Centrus is obligated to pay cash dividends on the Series B Preferred Stock in an amount equal to the Liquidation Preference to the extent that dividends are declared by the Board and: (a) its pension plans and Enrichment Corp.’s pension plans are at least 90% funded on a variable rate premium calculation in the current plan year; (b) its net income calculated in accordance with GAAP (excluding the effect of pension remeasurement) for the immediately preceding fiscal quarter exceeds $7.5 million ; (c) its free cash flow (defined as the sum of cash provided by (used in) operating activities and cash provided by (used in) investing activities) for the immediately preceding four fiscal quarters exceeds $35 million ; (d) the balance of cash and cash equivalents calculated in accordance with GAAP on the last day of the immediately preceding quarter would exceed $150 million after pro forma application of the dividend payment; and (e) dividends may be legally paid under Delaware law. Centrus has not met these criteria as of March 31, 2017, and has not declared or paid dividends on the Series B Preferred Stock as of March 31, 2017. Dividends on the Series B Preferred Stock are cumulative to the extent not paid at any quarter-end, whether or not declared and whether or not there are assets of the Company legally available for the payment of such dividends in whole or in part. As of March 31, 2017, the Series B Preferred Stock has an aggregate liquidation preference of $105.6 million , including accumulated dividends $1.0 million . Outstanding shares of the Series B Senior Preferred Stock are redeemable at the Company’s option, in whole or in part, for an amount of cash equal to the Liquidation Preference, plus an amount equal to the accrued and unpaid dividends, if any, whether or not declared, through date of redemption. Rights Agreement On April 6, 2016 (the “Effective Date”), the Company’s Board of Directors (the “Board”) adopted a Section 382 Rights Agreement (the “Rights Agreement”). The Board adopted the Rights Agreement in an effort to protect shareholder value by, among other things, attempting to protect against a possible limitation on the Company’s ability to use its net operating loss carryforwards and other tax benefits, which may be used to reduce potential future income tax obligations. As reported on the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as of December 31, 2016, the Company had federal net operating losses of $725.8 million that currently expire through 2036. In connection with the adoption of the Rights Agreement, the Board declared a dividend of one preferred-share-purchase-right for each share of the Company’s Class A Common Stock and Class B Common Stock outstanding as of the Effective Date. The rights initially trade together with the common stock and are not exercisable. In the absence of further action by the Board, the rights would generally become exercisable and allow a holder to acquire shares of a new series of the Company’s preferred stock if any person or group acquires 4.99% or more of the outstanding shares of the Company’s common stock, or if a person or group that already owns 4.99% or more of the Company’s Class A Common Stock acquires additional shares representing 0.5% or more of the outstanding shares of the Company’s Class A Common Stock. The rights beneficially owned by the acquirer would become null and void, resulting in significant dilution in the ownership interest of such acquirer. The Board may exempt any acquisition of the Company’s common stock from the provisions of the Rights Agreement if it determines that doing so would not jeopardize or endanger the Company's use of its tax assets or is otherwise in the best interests of the Company. The Board also has the ability to amend or terminate the Rights Agreement prior to a triggering event. The Company is seeking stockholder approval of the Rights Agreement at the 2017 annual meeting of stockholders. The rights issued under the Rights Agreement will expire if, among other things, the Rights Agreement is not approved by the Company's stockholders at the 2017 annual meeting or on April 6, 2019, if the Rights Agreement is so approved. Effective on February 14, 2017, in connection with the settlement and completion of the exchange offer and consent solicitation, the Company amended the Rights Agreement solely to exclude acquisitions of the Series B Preferred Stock issued as part of the exchange offer and consent solicitation from the definition of “Common Shares.” Stock-Based Compensation A summary of stock-based compensation costs follows (in millions): Three Months Ended 2017 2016 Total stock-based compensation costs: Restricted stock units $ — $ 0.1 Stock options 0.1 0.1 Expense included in selling, general and administrative expense $ 0.1 $ 0.2 Total recognized tax benefit $ — $ — As of March 31, 2017, there was $0.6 million of unrecognized compensation cost related to unvested stock-based payments granted, of which $0.6 million relates to stock options and less than $0.1 million relates to unvested restricted stock units. That cost is expected to be recognized over a weighted-average period of 1.7 years. Stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized on a straight-line basis over the requisite service period. Stock options vest and become exercisable in equal annual installments over a three- or four-year period and expire 10 years from the date of grant. There were no grants of stock-based compensation in the three months ended March 31, 2017 or 2016. Accumulated Other Comprehensive Income The sole component of accumulated other comprehensive income (“AOCI”) relates to activity in the accounting for pension and postretirement health and life benefit plans. Amortization of prior service credits is reclassified from AOCI and included in the computation of net periodic benefit cost as detailed in Note 10, Pension and Post-Retirement Health and Life Benefits . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES NYSE MKT Listing Standards Notice On April 28, 2017, the NYSE MKT LLC (“NYSE MKT”) informed Centrus that it was back in compliance with the NYSE MKT continued listing standards because it had resolved the continued listing deficiency with respect to Sections 1003(a)(i) and (ii) of the NYSE MKT’s Company Guide. On November 17, 2015, Centrus received a notice from the NYSE MKT indicating that the Company was not in compliance with the continued listing standards since the Company reported a stockholders’ deficit as of September 30, 2015, and net losses in its fiscal years ended December 31, 2011, 2012 and 2013. In December 2015, the Company submitted a plan to regain compliance and the NYSE MKT accepted the plan in January 2016. Effective May 1, 2017, Centrus was removed from the list of NYSE MKT noncompliant issuers on the exchange’s website. In accordance with NYSE MKT regulations, Centrus will be subject to a 12-month follow-up review period to ensure that the Company does not fall below any of the NYSE MKT’s continued listing standards. American Centrifuge Milestones Under the 2002 DOE-USEC Agreement The Company and DOE signed an agreement dated June 17, 2002, as amended (the “2002 DOE-USEC Agreement”), pursuant to which the parties made long-term commitments directed at resolving issues related to the stability and security of the domestic uranium enrichment industry. DOE consented to the assumption by Centrus of the 2002 DOE-USEC Agreement and other agreements between the Company and DOE subject to an express reservation of all rights, remedies and defenses by DOE and Centrus under those agreements as part of Centrus’ Chapter 11 bankruptcy process. The 2002 DOE-USEC Agreement requires Centrus to develop, demonstrate and deploy advanced enrichment technology in accordance with milestones and provides for remedies in the event of a failure to meet a milestone under certain circumstances. DOE has specific remedies under the 2002 DOE-USEC Agreement if Centrus fails to meet a milestone that would adversely impact its ability to begin commercial operations of the American Centrifuge Plant on schedule, and such delay was within Centrus’ control or was due to its fault or negligence or if Centrus abandons or constructively abandons the commercial deployment of an advanced enrichment technology. These remedies include terminating the 2002 DOE-USEC Agreement, revoking Centrus’ access to DOE’s centrifuge technology that is required for the success of the American Centrifuge project, requiring Centrus to transfer certain rights in the American Centrifuge technology and facilities to DOE, and requiring Centrus to reimburse DOE for certain costs associated with the American Centrifuge project. The 2002 DOE-USEC Agreement provides that if a delaying event beyond the control and without the fault or negligence of Centrus occurs that could affect Centrus’ ability to meet an American Centrifuge Plant milestone, DOE and Centrus will jointly meet to discuss in good faith possible adjustments to the milestones as appropriate to accommodate the delaying event. The Company notified DOE that it had not met the June 2014 milestone within the time period provided due to events beyond its control and without the fault or negligence of the Company. The assumption of the 2002 DOE-USEC Agreement provided for under the Plan of Reorganization did not affect the ability of either party to assert all rights, remedies and defenses under the agreement and all such rights, remedies and defenses are specifically preserved and all time limits tolled expressly including all rights, remedies and defenses and time limits relating to any missed milestones. DOE and Centrus have agreed that all rights, remedies and defenses of the parties with respect to any missed milestones since March 5, 2014, including the June 2014 and November 2014 milestones, and all other matters under the 2002 DOE-USEC Agreement continued to be preserved, and that the time limits for each party to respond to any missed milestones continue to be tolled. Piketon Facility Costs and D&D Obligations Effective October 1, 2015, the U.S. government discontinued funding of the American Centrifuge demonstration cascade at Piketon. Funding for American Centrifuge is now limited to research and development work at the Company’s facilities in Oak Ridge, Tennessee. As a result of reduced program funding, Centrus incurred a special charge in the third quarter of 2015 for estimated employee termination benefits, and began reductions in force. Refer to Note 2, Special Charges , for details. Centrus began to incur expenditures in the second quarter of 2016 associated with the D&D of the Piketon facility in accordance with the requirements of the NRC and DOE. Centrus leases the Piketon facility from DOE. At the conclusion of the lease, Centrus is obligated to return the facility to DOE in a condition that meets NRC requirements and in the same condition as the facility was in when it was leased to Centrus (other than due to normal wear and tear). Centrus must remove all Company-owned capital improvements at the Piketon facility, unless otherwise consented to by DOE, by the conclusion of the lease term. The lease will expire on June 30, 2019, unless it is extended. The D&D work is expected to extend through 2017 and be substantially completed by year-end. As of March 31, 2017, Centrus has accrued $34.9 million on the balance sheet as Decontamination and Decommissioning Obligations for the estimated fair value of the remaining costs to complete the D&D work. Centrus is required to provide financial assurance to the NRC and DOE for D&D costs under a regulatorily-prescribed methodology that includes potential contingent costs and reserves. As of March 31, 2017, Centrus has provided financial assurance to the NRC and DOE in the form of surety bonds totaling $29.6 million , which are fully cash collateralized by Centrus. Centrus expects to receive cash when surety bonds are reduced and/or cancelled as the Company fulfills its D&D and lease obligations. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Share-based Compensation [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation A summary of stock-based compensation costs follows (in millions): Three Months Ended 2017 2016 Total stock-based compensation costs: Restricted stock units $ — $ 0.1 Stock options 0.1 0.1 Expense included in selling, general and administrative expense $ 0.1 $ 0.2 Total recognized tax benefit $ — $ — As of March 31, 2017, there was $0.6 million of unrecognized compensation cost related to unvested stock-based payments granted, of which $0.6 million relates to stock options and less than $0.1 million relates to unvested restricted stock units. That cost is expected to be recognized over a weighted-average period of 1.7 years. Stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized on a straight-line basis over the requisite service period. Stock options vest and become exercisable in equal annual installments over a three- or four-year period and expire 10 years from the date of grant. There were no grants of stock-based compensation in the three months ended March 31, 2017 or 2016. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |
Segment Information | SEGMENT INFORMATION Centrus has two reportable segments: the LEU segment with two components, SWU and uranium, and the contract services segment. The LEU segment includes sales of the SWU component of LEU, sales of both the SWU and uranium components of LEU, and sales of uranium. The contract services segment includes revenue and cost of sales for work that Centrus performs under a fixed-price agreement as a contractor to UT-Battelle. The contract services segment also includes limited services provided by Centrus to DOE and its contractors at the Piketon facility. Gross profit is Centrus’ measure for segment reporting. There were no intersegment sales in the periods presented. For additional details on each segment, refer to Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations . Three Months Ended 2017 2016 (in millions) Revenue LEU segment: Separative work units $ 0.8 $ 59.3 Uranium — 14.3 0.8 73.6 Contract services segment 6.4 16.4 Revenue $ 7.2 $ 90.0 Segment Gross Profit (Loss) LEU segment $ (1.5 ) $ 8.1 Contract services segment (1.0 ) 7.7 Gross profit (loss) $ (2.5 ) $ 15.8 |
Special Charges Special Charges
Special Charges Special Charges (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | A summary of termination benefit activity and related liabilities follows (in millions): Liability December 31, 2016 Three Months Ended March 31, 2017 Liability March 31, 2017 Charges for Termination Benefits Paid Workforce reductions: Evolving business needs $ 0.1 $ 0.8 $ (0.1 ) $ 0.8 Piketon demonstration facility 5.4 — — 5.4 $ 5.5 $ 0.8 $ (0.1 ) $ 6.2 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounts Receivable, Net, Current [Abstract] | |
Schedule of Accounts Receivable | March 31, December 31, (in millions) Utility customers and other $ 1.1 $ 15.3 Contract services, primarily DOE 4.7 4.6 Accounts receivable $ 5.8 $ 19.9 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory, Net [Abstract] | |
Schedule of Inventories | Components of inventories follow (in millions): March 31, 2017 December 31, 2016 Current Assets Current Liabilities (a) Inventories, Net Current Assets Current Liabilities (a) Inventories, Net Separative work units $ 103.8 $ 2.3 $ 101.5 $ 115.8 $ 15.2 $ 100.6 Uranium 39.6 20.5 19.1 61.4 42.3 19.1 Materials and supplies 0.2 — 0.2 0.2 — 0.2 $ 143.6 $ 22.8 $ 120.8 $ 177.4 $ 57.5 $ 119.9 (a) Inventories owed to customers and suppliers, included in current liabilities, include SWU and uranium inventories owed to fabricators. |
Property, Plant and Equipment26
Property, Plant and Equipment Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | March 31, December 31, (in millions) Property, plant and equipment, gross 6.6 6.8 Accumulated depreciation (1.0 ) (0.8 ) Property, plant and equipment, net $ 5.6 $ 6.0 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Excess Reorganization Value [Table Text Block] | March 31, 2017 December 31, 2016 (in millions) Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Sales order book $ 54.6 $ 19.9 $ 34.7 $ 54.6 $ 19.9 $ 34.7 Customer relationships 68.9 11.5 57.4 68.9 10.3 58.6 Total $ 123.5 $ 31.4 $ 92.1 $ 123.5 $ 30.2 $ 93.3 |
Debt Schedule of Debt (Tables)
Debt Schedule of Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | A summary of long-term debt follows (in millions): Maturity March 31, 2017 December 31, 2016 8.25% Notes: Feb. 2027 Principal $ 74.3 $ — Interest 61.5 — 8.25% Notes 135.8 — 8% PIK Toggle Notes Sep. 2019 (a) 30.5 234.6 Subtotal 166.3 234.6 Less deferred issuance costs 0.1 0.5 Total debt 166.2 234.1 Less current portion 6.4 — Long-term debt $ 159.8 $ 234.1 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Recorded at Fair Value | Financial Instruments Recorded at Fair Value (in Millions) March 31, 2017 December 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 151.7 $ — $ — $ 151.7 $ 260.7 $ — $ — $ 260.7 Deferred compensation asset (a) 1.2 — — 1.2 1.1 — — 1.1 Liabilities: Deferred compensation obligation (a) 1.2 — — 1.2 1.1 — — 1.1 (a) The deferred compensation obligation represents the balance of deferred compensation plus net investment earnings. The deferred compensation plan is funded through a rabbi trust. Trust funds are invested in mutual funds for which unit prices are quoted in active markets and are classified within Level 1 of the valuation hierarchy. |
Pension and Postretirement He30
Pension and Postretirement Health and Life Benefits (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Pension Plan, Defined Benefit [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Net Benefit Costs | The components of net periodic benefit credit for the pension plans were as follows (in millions): Three Months Ended 2017 2016 Service costs $ 0.9 $ 0.9 Interest costs 8.1 8.9 Expected gains on plan assets (10.2 ) (10.5 ) Net periodic benefit credit $ (1.2 ) $ (0.7 ) |
Other Postretirement Benefit Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Net Benefit Costs | The components of net periodic benefit cost for the postretirement health and life benefit plans were as follows (in millions): Three Months Ended 2017 2016 Interest costs $ 1.8 $ 2.1 Expected gains on plan assets — (0.1 ) Amortization of prior service credits, net (0.1 ) (0.1 ) Net periodic benefit cost $ 1.7 $ 1.9 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income Per Share | Three Months Ended 2017 2016 Net income (loss) allocable to common stockholders (in millions) $ 6.6 $ (14.6 ) Shares in thousands: Average common shares outstanding - basic 9,063 9,063 Potentially dilutive shares related to stock options 111 — Average common shares outstanding - diluted 9,174 9,063 Net income (loss) per common share: – Basic $ 0.73 $ (1.60 ) – Diluted $ 0.72 $ (1.60 ) Options outstanding and considered anti-dilutive as their exercise price exceeded the average share market price (in thousands) — 475 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Share-based Compensation [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | A summary of stock-based compensation costs follows (in millions): Three Months Ended 2017 2016 Total stock-based compensation costs: Restricted stock units $ — $ 0.1 Stock options 0.1 0.1 Expense included in selling, general and administrative expense $ 0.1 $ 0.2 Total recognized tax benefit $ — $ — |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |
Segment Reporting Information | Three Months Ended 2017 2016 (in millions) Revenue LEU segment: Separative work units $ 0.8 $ 59.3 Uranium — 14.3 0.8 73.6 Contract services segment 6.4 16.4 Revenue $ 7.2 $ 90.0 Segment Gross Profit (Loss) LEU segment $ (1.5 ) $ 8.1 Contract services segment (1.0 ) 7.7 Gross profit (loss) $ (2.5 ) $ 15.8 |
Special Charges (Table) (Detail
Special Charges (Table) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Termination benefit costs | $ 0.8 | |
Payments for one-time termination benefits | (0.1) | |
Restructuring liability | 6.2 | $ 5.5 |
Contract Reduction [Member] | ||
Termination benefit costs | 0 | |
Payments for one-time termination benefits | 0 | |
Restructuring liability | 5.4 | 5.4 |
Other Restructuring [Member] | ||
Termination benefit costs | 0.8 | |
Payments for one-time termination benefits | (0.1) | |
Restructuring liability | $ 0.8 | $ 0.1 |
Special Charges Special Charg35
Special Charges Special Charges (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Termination benefit costs | $ 0.8 |
Other Restructuring Costs | 1.6 |
Contract Termination [Member] | |
Termination benefit costs | 0 |
Restructuring liability, current | 3.3 |
Restructuring liability, noncurrent | $ 2.1 |
Contract Services and Advance36
Contract Services and Advanced Technology Costs (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Contract revenue current work | $ 8.1 | ||
2017 ORNL Contract [Member] | Scenario, Forecast [Member] | |||
Contract value | $ 25 | ||
Contract monthly revenue | 2 | ||
Contract milestone payments | $ 1 | ||
2016 ORNL Contract [Member] | |||
Contract monthly revenue | $ 2.7 | ||
Contract revenue past work | $ 8.1 |
Accounts Receivable (Schedule o
Accounts Receivable (Schedule of Accounts Receivable) (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Accounts Receivable, Net, Current [Abstract] | ||
Utility Customer Receivables | $ 1.1 | $ 15.3 |
Contract Services Customer Receivables | 4.7 | 4.6 |
Accounts Receivable, Net | $ 5.8 | $ 19.9 |
Accounts Receivable (Narrative)
Accounts Receivable (Narrative) (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other long-term liabilities | $ 35.8 | $ 38.6 |
Government [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Net, Noncurrent | 14.3 | 22.8 |
Other long-term liabilities | $ 19.3 | $ 19.3 |
Inventories (Schedule of Invent
Inventories (Schedule of Inventories) (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory, Net [Abstract] | ||
Separative work units inventory | $ 103.8 | $ 115.8 |
Uranium inventory | 39.6 | 61.4 |
Materials and supplies | 0.2 | 0.2 |
Inventories | 143.6 | 177.4 |
Separative work units owed to customers and suppliers | 2.3 | 15.2 |
Uranium owed to customers and suppliers | 20.5 | 42.3 |
Inventories owed to customers and suppliers | 22.8 | 57.5 |
Separative work units net of liability | 101.5 | 100.6 |
Uranium inventory net of liability | 19.1 | 19.1 |
Inventories, net | $ 120.8 | $ 119.9 |
Property, Plant and Equipment40
Property, Plant and Equipment Property, Plant and Equipment (Tables) (Details) (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 6.6 | $ 6.8 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (1) | (0.8) |
Property, Plant and Equipment, Net | $ 5.6 | $ 6 |
Intangible Assets Schedule of I
Intangible Assets Schedule of Intangible Assets and Excess Reorganization Value (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | $ 123.5 | $ 123.5 |
Accumulated intangible asset amortization | (31.4) | (30.2) |
Amortizable intangible assets, net | $ 92.1 | 93.3 |
Average useful life of finite-lived intangible assets | 15 years | |
Contract-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | $ 54.6 | 54.6 |
Accumulated intangible asset amortization | (19.9) | (19.9) |
Amortizable intangible assets, net | 34.7 | 34.7 |
Customer-Related Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 68.9 | 68.9 |
Accumulated intangible asset amortization | (11.5) | (10.3) |
Amortizable intangible assets, net | $ 57.4 | $ 58.6 |
Debt Schedule of Debt (Details)
Debt Schedule of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt, carrying amount | $ 166.3 | $ 234.6 |
Deferred issuance costs | 0.1 | 0.5 |
Long-term debt, current and noncurrent | 166.2 | 234.1 |
Long-term debt, current | 6.4 | |
Long-term debt | 159.8 | 234.1 |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | 74.3 | |
Long-term debt, interest | 61.5 | |
Long-term debt, carrying amount | 135.8 | |
Payment in Kind (PIK) Note [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, carrying amount | $ 30.5 | $ 234.6 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Preferred stock, shares issued | 104,574 | ||
Preferred stock, liquidation preference per share | $ 1,000 | ||
Cash paid in exchange | $ 27.6 | ||
Long-term debt, carrying amount | 166.3 | $ 234.6 | |
Gain on early extinguishment of debt | 33.6 | $ 0 | |
Transaction costs | 9 | ||
Write off of deferred financing cost | 0.4 | ||
Long-term debt, current | 6.4 | ||
Subordination to credit facility, facility total | 50 | ||
Subordination to credit facility, facility maximum net borrowing | 40 | ||
Payment in Kind (PIK) Note [Member] | |||
Repurchase of debt | $ 204.9 | ||
Debt instrument interest rate | 8.00% | ||
Long-term debt, carrying amount | $ 30.5 | $ 234.6 | |
Senior Notes [Member] | |||
Debt instrument interest rate | 8.25% | ||
Long-term debt, face amount | $ 74.3 | ||
Long-term debt, carrying amount | $ 135.8 |
Fair Value Measurements (Financ
Fair Value Measurements (Financial Instruments Recorded at Fair Value) (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Cash and cash equivalents | $ 151.7 | $ 260.7 |
Deferred compensation asset | 1.2 | 1.1 |
Deferred compensation obligation | 1.2 | 1.1 |
Level 1 [Member] | ||
Cash and cash equivalents | 151.7 | 260.7 |
Deferred compensation asset | 1.2 | 1.1 |
Deferred compensation obligation | $ 1.2 | $ 1.1 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, carrying amount | $ 166.3 | $ 234.6 |
Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, carrying amount | 135.8 | |
Long-term debt, fair value | 59.7 | |
Long-term debt, face amount | 74.3 | |
Payment in Kind (PIK) Note [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, carrying amount | 30.5 | 234.6 |
Long-term debt, fair value | $ 18.7 | $ 107.4 |
Pension and Postretirement He46
Pension and Postretirement Health and Life Benefits (Schedule of Net Benefit Costs) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Pension Plan, Defined Benefit [Member] | ||
Service costs | $ 0.9 | $ 0.9 |
Interest costs | 8.1 | 8.9 |
Expected return on plan assets (gains) | (10.2) | (10.5) |
Net periodic benefit cost (credit) | (1.2) | (0.7) |
Postretirement Health and Life Benefits Plans [Member] | ||
Interest costs | 1.8 | 2.1 |
Expected return on plan assets (gains) | 0 | (0.1) |
Amortization of prior service costs (credits), net | (0.1) | (0.1) |
Net periodic benefit cost (credit) | $ 1.7 | $ 1.9 |
Net Income Per Share (Schedule
Net Income Per Share (Schedule of Income Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Per Share Calculation [Line Items] | ||
Net income (loss) allocable to common stockholders | $ 6.6 | $ (14.6) |
Weighted average number of shares outstanding, basic | 9,063 | 9,063 |
Potentially dilutive shares | 111 | |
Weighted average number of shares outstanding, diluted | 9,174 | 9,063 |
Net income (loss) per common share - basic | $ 0.73 | $ (1.60) |
Net income (loss) per common share - diluted | $ 0.72 | $ (1.60) |
Antidilutive securities excluded from computation of earnings per share | 475 |
Stockholders' Equity Stockholde
Stockholders' Equity Stockholders' Equity (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | ||
Preferred Stock, Shares Issued | 104,574 | |
Preferred Stock, Par Value Per Share | $ 1 | $ 1 |
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | |
Operating Loss Carryforwards | $ 725,800,000 | |
Common Stock Ownership Enabling Preferred Stock Purchase Rights | 4.99% | |
Common Stock Ownership Enabling Preferred Stock Purchase Rights, Incremental | 0.50% | |
Preferred Series B [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Issued | 104,574 | |
Preferred Stock, Par Value Per Share | $ 1 | |
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | |
Preferred stock | $ 4,600,000 | $ 0 |
Preferred Stock, Dividend Rate, Percentage | 7.50% | |
Preferred stock dividend condition - minimum pension funding | 90.00% | |
Preferred stock dividend condition - minimum net income preceding quarter | $ 7,500,000 | |
Preferred stock dividend condition - minimum free cash flow preceding four quarters | 35,000,000 | |
Preferred stock dividend condition - minimum cash balance preceding quarter | 150,000,000 | |
Preferred Stock, Liquidation Preference, Value | 105,600,000 | |
Preferred Stock, Cumulative Undeclared Dividend | $ 1,000,000 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Millions | Mar. 31, 2017USD ($) |
Decontamination and decommissioning obligations | $ 34.9 |
D&D financial assurance | $ 29.6 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0.6 |
Weighted-average period in years of costs to be recognized | 1 year 8 months |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years |
Employee Stock Option [Member] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0.6 |
Restricted Stock Units (RSUs) [Member] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0.1 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock-Based Compensation Costs) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation [Abstract] | ||
Stock or Unit Option Plan Expense | $ 0.1 | $ 0.1 |
Allocated Share-based Compensation Expense | $ 0.1 | $ 0.2 |
Segment Information (Segment Re
Segment Information (Segment Reporting Information) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues [Abstract] | ||
Revenue, Contract Services | $ 6.4 | $ 16.4 |
Total Revenue | 7.2 | 90 |
Gross Profit | (2.5) | 15.8 |
Low Enriched Uranium Segment [Member] | ||
Revenues [Abstract] | ||
Revenue, Goods | 0.8 | 73.6 |
Gross Profit | (1.5) | 8.1 |
Contract Services Segment [Member] | ||
Revenues [Abstract] | ||
Gross Profit | (1) | 7.7 |
Separative Work Units [Member] | ||
Revenues [Abstract] | ||
Revenue, Goods | 0.8 | 59.3 |
Uranium [Member] | ||
Revenues [Abstract] | ||
Revenue, Goods | $ 0 | $ 14.3 |