KAISER ALUMINUM CORP
For the period ended Mar 31, 2024. Filed Apr 25, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed Apr 25, 2024
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Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| As of March 31, 2024 | As of December 31, 2023 | |
|---|---|---|
| (In millions of dollars, except shareand per share amounts) | ||
| ASSETS | ||
| Current assets: | ||
| Cash and cash equivalents | $101.6 | $82.4 |
| Receivables: | ||
| Trade receivables, net | 341.4 | 325.2 |
| Other | 11.2 | 12.4 |
| Contract assets | 63.0 | 58.5 |
| Inventories | 471.3 | 477.2 |
| Prepaid expenses and other current assets | 34.6 | 34.5 |
| Total current assets | 1,023.1 | 990.2 |
| Property, plant and equipment, net | 1,055.0 | 1,052.1 |
| Operating lease assets | 30.5 | 32.6 |
| Deferred tax assets, net | 5.4 | 6.0 |
| Intangible assets, net | 48.9 | 50.0 |
| Goodwill | 18.8 | 18.8 |
| Other assets | 118.1 | 117.7 |
| Total assets | $2,299.8 | $2,267.4 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| Current liabilities: | ||
| Accounts payable | $273.8 | $252.7 |
| Accrued salaries, wages and related expenses | 45.5 | 53.0 |
| Other accrued liabilities | 65.4 | 64.3 |
| Total current liabilities | 384.7 | 370.0 |
| Long-term portion of operating lease liabilities | 27.4 | 29.2 |
| Pension and other postretirement benefits | 75.6 | 76.8 |
| Net liabilities of Salaried VEBA | 3.8 | 3.8 |
| Deferred tax liabilities | 19.5 | 13.9 |
| Long-term liabilities | 83.6 | 81.7 |
| Long-term debt, net | 1,040.3 | 1,039.8 |
| Total liabilities | 1,634.9 | 1,615.2 |
| Stockholders’ equity: | ||
| Preferred stock, 5,000,000 shares authorized at both March 31, 2024 and December 31, 2023; no shares were issued and outstanding at March 31, 2024 and December 31, 2023 | — | — |
| Common stock, par value $0.01, 90,000,000 shares authorized at both March 31, 2024 and December 31, 2023; 22,891,318 shares issued and 16,056,032 shares outstanding at March 31, 2024; 22,851,077 shares issued and 16,015,791 shares outstanding at December 31, 2023 | 0.2 | 0.2 |
| Additional paid in capital | 1,107.5 | 1,104.7 |
| Retained earnings | 22.1 | 10.1 |
| Treasury stock, at cost, 6,835,286 shares at both March 31, 2024 and December 31, 2023 | (475.9) | (475.9) |
| Accumulated other comprehensive income | 11.0 | 13.1 |
| Total stockholders’ equity | 664.9 | 652.2 |
| Total liabilities and stockholders' equity | $2,299.8 | $2,267.4 |
STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED)
| Quarter Ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| (In millions of dollars, except share and per share amounts) | ||
| Net sales | $737.5 | $807.6 |
| Costs and expenses: | ||
| Cost of products sold, excluding depreciation and amortization | 642.9 | 731.1 |
| Depreciation and amortization | 28.8 | 26.3 |
| Selling, general, administrative, research and development | 32.6 | 29.7 |
| Restructuring costs | 0.1 | 1.4 |
| Other operating charges, net | 0.4 | — |
| Total costs and expenses | 704.8 | 788.5 |
| Operating income | 32.7 | 19.1 |
| Other (expense) income: | ||
| Interest expense | (11.5) | (11.9) |
| Other income, net – Note 9 | 10.9 | 13.6 |
| Income before income taxes | 32.1 | 20.8 |
| Income tax provision | (7.5) | (4.9) |
| Net income | $24.6 | $15.9 |
| Net income per common share: | ||
| Basic | $1.53 | $1.00 |
| Diluted | $1.51 | $0.99 |
| Weighted-average number of common shares outstanding (in thousands): | ||
| Basic | 16,027 | 15,940 |
| Diluted | 16,230 | 16,096 |
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)
| Quarter Ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| (In millions of dollars) | ||
| Net income | $24.6 | $15.9 |
| Other comprehensive (loss) income, net of tax – Note 8: | ||
| Defined benefit plans | (0.5) | 0.7 |
| Cash flow hedges | (1.6) | (1.8) |
| Other comprehensive loss, net of tax | (2.1) | (1.1) |
| Comprehensive income | $22.5 | $14.8 |
STATEMENTS OF CONSOLIDATED STOCKHOLDERS’ EQUITY (UNAUDITED)
Quarter Ended March 31, 2024
| CommonSharesOutstanding1 | CommonStock | AdditionalPaid in Capital | RetainedEarnings | TreasuryStock | AccumulatedOtherComprehensiveIncome | Total | |
|---|---|---|---|---|---|---|---|
| (In millions of dollars, except share and per share amounts) | |||||||
| BALANCE, December 31, 2023 | 16,015,791 | $0.2 | $1,104.7 | $10.1 | $(475.9) | $13.1 | $652.2 |
| Net income | — | — | — | 24.6 | — | — | 24.6 |
| Other comprehensive loss, net of tax | — | — | — | — | — | (2.1) | (2.1) |
| Common shares issued (including impacts from Long-Term Incentive programs) | 56,416 | — | — | — | — | — | — |
| Cancellation of shares to cover tax withholdings upon common shares issued | (16,175) | — | (1.2) | — | — | — | (1.2) |
| Cash dividends declared2 | — | — | — | (12.6) | — | — | (12.6) |
| Amortization of unearned equity compensation | — | — | 4.0 | — | — | — | 4.0 |
| BALANCE, March 31, 2024 | 16,056,032 | $0.2 | $1,107.5 | $22.1 | $(475.9) | $11.0 | $664.9 |
At March 31, 2024,345,130 shares were available for awards under the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan.
Dividends declared per common share were $0.77 for the quarter ended March 31, 2024.
STATEMENTS OF CONSOLIDATED STOCKHOLDERS’ EQUITY CONTINUED (UNAUDITED)
Quarter Ended March 31, 2023
| CommonSharesOutstanding | CommonStock | AdditionalPaid in Capital | RetainedEarnings | TreasuryStock | AccumulatedOtherComprehensiveIncome | Total | |
|---|---|---|---|---|---|---|---|
| (In millions of dollars, except share and per share amounts) | |||||||
| BALANCE, December 31, 2022 | 15,940,756 | $0.2 | $1,090.4 | $13.3 | $(475.9) | $3.2 | $631.2 |
| Net income | — | — | — | 15.9 | — | — | 15.9 |
| Other comprehensive loss, net of tax | — | — | — | — | — | (1.1) | (1.1) |
| Common shares issued (including impacts from Long-Term Incentive programs) | 49,128 | — | — | — | — | — | — |
| Cancellation of shares to cover employees' tax withholdings upon vesting of non-vested shares | (15,848) | — | (1.3) | — | — | — | (1.3) |
| Cash dividends declared1 | — | — | — | (12.5) | — | — | (12.5) |
| Amortization of unearned equity compensation | — | — | 3.4 | — | — | — | 3.4 |
| BALANCE, March 31, 2023 | 15,974,036 | $0.2 | $1,092.5 | $16.7 | $(475.9) | $2.1 | $635.6 |
Dividends declared per common share were $0.77 for the quarter ended March 31, 2023.
STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
| Quarter Ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| (In millions of dollars) | ||
| Cash flows from operating activities1: | ||
| Net income | $24.6 | $15.9 |
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
| Depreciation of property, plant and equipment | 27.7 | 24.9 |
| Amortization of definite-lived intangible assets | 1.1 | 1.4 |
| Amortization of debt premium and debt issuance costs | 0.6 | 0.5 |
| Amortization of cloud computing implementation costs | 0.3 | 0.4 |
| Deferred income taxes | 6.8 | 4.1 |
| Non-cash equity compensation | 4.0 | 3.4 |
| Non-cash asset impairment charge2 | 4.2 | — |
| Loss (gain) on disposition of property, plant and equipment | 0.2 | (15.0) |
| Bad debt expense | 0.1 | — |
| Non-cash postretirement defined benefit plan cost | 1.5 | 3.1 |
| Changes in operating assets and liabilities: | ||
| Trade and other receivables | (15.1) | (36.9) |
| Contract assets | (4.5) | 5.7 |
| Inventories | 4.4 | (12.3) |
| Prepaid expenses and other current assets | (1.7) | (1.3) |
| Accounts payable | 18.6 | (22.6) |
| Accrued liabilities | (5.2) | 10.3 |
| Annual variable cash contributions to Salaried VEBA | (1.1) | — |
| Long-term assets and liabilities, net | (3.2) | (1.9) |
| Net cash provided by (used in) operating activities | 63.3 | (20.3) |
| Cash flows from investing activities1: | ||
| Capital expenditures | (30.0) | (41.1) |
| Proceeds from sale of equity securities | 0.1 | — |
| Proceeds from disposition of property, plant and equipment | — | 15.2 |
| Net cash used in investing activities | (29.9) | (25.9) |
| Cash flows from financing activities1: | ||
| Borrowings under the Revolving Credit Facility | — | 119.5 |
| Repayment of borrowings under the Revolving Credit Facility | — | (80.1) |
| Repayment of finance lease | (0.4) | (0.6) |
| Cancellation of shares to cover tax withholdings upon common shares issued | (1.2) | (1.3) |
| Cash dividends and dividend equivalents paid | (12.6) | (12.5) |
| Net cash (used in) provided by financing activities | (14.2) | 25.0 |
| Net increase (decrease) in cash, cash equivalents and restricted cash during the period | 19.2 | (21.2) |
| Cash, cash equivalents and restricted cash at beginning of period | 100.7 | 71.3 |
| Cash, cash equivalents and restricted cash at end of period | $119.9 | $50.1 |
See Note 12 for supplemental cash flow information.
Non-cash asset impairment charge for the quarter ended March 31, 2024 is comprised of: (i) a $3.8 million inventory write-down related to certain alloying metals, and (ii) a $0.4 million impairment charge on land held for sale.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTES INDEX
| Note 1 | Basis of Presentation and Recent Accounting Pronouncements | 8 |
|---|---|---|
| Note 2 | Supplemental Balance Sheet Information | 9 |
| Note 3 | Employee Benefits | 10 |
| Note 4 | Restructuring | 11 |
| Note 5 | Derivatives, Hedging Programs and Other Financial Instruments | 11 |
| Note 6 | Debt and Credit Facility | 15 |
| Note 7 | Commitments and Contingencies | 16 |
| Note 8 | Accumulated Other Comprehensive Income | 17 |
| Note 9 | Other Income, Net | 18 |
| Note 10 | Income Tax Matters | 18 |
| Note 11 | Net Income Per Share | 18 |
| Note 12 | Supplemental Cash Flow Information | 19 |
| Note 13 | Business, Product, and Geographical Area Information | 19 |
| Note 14 | Subsequent Events | 20 |
- Basis of Presentation and Recent Accounting Pronouncements
This Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Unless the context otherwise requires, references in these notes to interim consolidated financial statements - unaudited to “Kaiser,” “we,” “us,” “our,” “the Company” and “our Company” refer collectively to Kaiser Aluminum Corporation and its subsidiaries.
Principles of Consolidation and Basis of Presentation. The accompanying unaudited consolidated financial statements include the accounts of our wholly owned subsidiaries and are prepared in accordance with GAAP and the rules and regulations of the SEC applicable for interim periods and, therefore, do not include all information and footnotes required by GAAP for complete financial statements. In management’s opinion, all adjustments (which include normal recurring adjustments) considered necessary for a fair presentation have been included. We have reclassified certain items in prior periods to conform to current classifications. The results of operations for our interim periods are not necessarily indicative of the results of operations that may be achieved for the entire 2024 fiscal year. The financial information as of December 31, 2023 is derived from our audited consolidated financial statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2023.
Use of Estimates in the Preparation of Financial Statements. The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of our consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of our consolidated financial position and results of operations.
Accounting Pronouncements Issued But Not Yet Adopted
Disclosure Improvements. In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-06 (“ASU 2023-06”), Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The guidance amends GAAP to reflect updates and simplifications to certain disclosure requirements referred to the FASB by the SEC. The amendments in ASU 2023-06 will become effective on the date which the SEC’s removal of the related disclosure becomes effective. If by June 30, 2027, the SEC does not remove the related disclosure, the pending amendment will be removed from ASC 2023-06 and it will not be effective. We do not expect this ASU to have a material impact on our consolidated financial statements.
Segment Reporting. In November 2023, the FASB issued ASU No. 2023-07 (“ASU 2023-07”), Improvements to Reportable Segment Disclosures. The guidance primarily will require enhanced disclosures about significant segment expenses. All disclosure requirements under ASU 2023-07 and existing segment disclosures in ASC 280, Segment Reporting are also required for public entities with a single reportable segment. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and are to be applied on a retrospective basis. We are evaluating the impact of the standard on our reporting disclosures.
Income Taxes. In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Improvements to Income Tax Disclosures. The guidance is intended to improve income tax disclosure requirements by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation and (ii) the disaggregation of income taxes paid by jurisdiction. The guidance makes several other changes to the income tax disclosure requirements. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and is required to be applied prospectively with the option of retrospective application. We are evaluating the impact of the standard on our income tax disclosures.
- Supplemental Balance Sheet Information
| As of March 31, 2024 | As of December 31, 2023 | |
|---|---|---|
| (In millions of dollars) | ||
| Trade Receivables, Net | ||
| Billed trade receivables | $342.0 | $325.8 |
| Allowance for doubtful receivables | (0.6) | (0.6) |
| Trade receivables, net | $341.4 | $325.2 |
| Finished products | $81.0 | $89.3 |
| Work-in-process | 209.5 | 210.8 |
| Raw materials | 165.0 | 161.5 |
| Operating supplies | 15.8 | 15.6 |
| Inventories | $471.3 | $477.2 |
| Property, Plant and Equipment, Net | ||
| Land and improvements | $37.2 | $38.0 |
| Buildings and leasehold improvements | 240.0 | 238.4 |
| Machinery and equipment | 1,272.8 | 1,265.3 |
| Construction in progress | 193.8 | 173.7 |
| Property, plant and equipment, gross | 1,743.8 | 1,715.4 |
| Accumulated depreciation and amortization | (690.3) | (663.7) |
| Land held for sale | 1.5 | 0.4 |
| Property, plant and equipment, net | $1,055.0 | $1,052.1 |
| Other Assets | ||
| Assets to be conveyed associated with Warrick acquisition | $56.8 | $56.8 |
| Restricted cash – Note 12 | 18.3 | 18.3 |
| Long-term replacement parts | 17.2 | 16.7 |
| Other | 25.8 | 25.9 |
| Other assets | $118.1 | $117.7 |
| Other Accrued Liabilities | ||
| Uncleared cash disbursements | $16.8 | $15.7 |
| Accrued income taxes and other taxes payable | 13.1 | 9.5 |
| Accrued annual contribution to Salaried VEBA | — | 1.1 |
| Accrued interest | 10.3 | 9.9 |
| Short-term environmental accrual – Note 7 | 0.5 | 2.8 |
| Current operating lease liabilities | 7.7 | 8.0 |
| Current finance lease liabilities | 2.3 | 2.1 |
| Other – Note 5 | 14.7 | 15.2 |
| Other accrued liabilities | $65.4 | $64.3 |
| Long-Term Liabilities | ||
| Workers' compensation accrual | $29.2 | $29.9 |
| Long-term environmental accrual – Note 7 | 15.6 | 14.2 |
| Other long-term liabilities | 38.8 | 37.6 |
| Long-term liabilities | $83.6 | $81.7 |
At March 31, 2024 and December 31, 2023, the current cost of our inventory exceeded its stated last-in, first-out (“LIFO”) value by$42.6 million and$56.0 million, respectively.
- Employee Benefits
Deferred Compensation Plan
Assets of our deferred compensation plan are included in Other assets, classified within Level 1 of the fair value hierarchy and are measured and recorded at fair value based on their quoted market prices. The fair value of these assets at March 31, 2024 and December 31, 2023 was$11.3 million and$11.1 million, respectively. Assets in the trust are held in various investment funds at certain registered investment companies and are accounted for as equity investments with changes in fair value recorded within Other income, net (see Note 9). Offsetting liabilities relating to the deferred compensation plan are included in Other accrued liabilities and Long-term liabilities.
Short-Term Incentive Plans (“STI Plans”)
As of March 31, 2024, we had a liability of$6.1 million recorded within Accrued salaries, wages and related expenses for estimated probable future payments under the 2024 STI Plans.
Postretirement Benefit Plans
The following table presents the total expense related to all postretirement benefit plans (in millions of dollars):
| Quarter Ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Defined contribution plans1 | $5.8 | $5.8 |
| Deferred compensation plan2 | 0.7 | 0.2 |
| Multiemployer pension plans1 | 1.5 | 1.4 |
| Net periodic postretirement benefit cost relating to defined benefit plans2,3 | 1.5 | 3.1 |
| Total | $9.5 | $10.5 |
Substantially all of these charges related to employee benefits are in COGS with the remaining balance in Selling, general, administrative, research, and development (“SG&A and R&D”) within our Statements of Consolidated Income.
Deferred compensation plan expense and the current service cost component of Net periodic postretirement benefit cost relating to Salaried VEBA are included within our Statements of Consolidated Income in SG&A and R&D for all periods presented. All other components of Net periodic postretirement benefit cost relating to Salaried VEBA are included within Other income, net, on our Statements of Consolidated Income.
The current service cost component of Net periodic postretirement benefit cost relating to both the pension plans and the OPEB plan are included within our Statements of Consolidated Income in COGS for all periods presented. All other components of Net periodic postretirement benefit cost relating to both the pension plans and the OPEB plan are included within Other income, net, on our Statements of Consolidated Income.
Components of Net Periodic Postretirement Benefit Cost. Our results of operations included the following impacts associated with the defined benefit plans: (i) a charge for service rendered by employees; (ii) a charge for accretion of interest; (iii) a benefit for the expected return on plan assets; (iv) amortization of prior service costs (credits) associated with plan amendments; and (v) amortization of net actuarial differences.
The following table presents the components of Net periodic postretirement benefit cost (credit) relating to the defined benefit plans (in millions of dollars):
| Pension Plans · OPEB · Salaried VEBA | ||||||
|---|---|---|---|---|---|---|
| Quarter Ended · Quarter Ended · Quarter Ended | ||||||
| March 31 | March 31 | March 31 | ||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
| Service cost | $0.9 | $1.0 | $0.3 | $0.3 | $— | $— |
| Interest cost | 0.4 | 0.3 | 0.8 | 0.8 | 0.5 | 0.7 |
| Expected return on plan assets | (0.3) | (0.3) | — | — | (0.5) | (0.6) |
| Amortization of prior service cost (credit)1 | 0.2 | — | — | — | (0.5) | 1.2 |
| Amortization of net actuarial gain | — | — | (0.3) | (0.3) | — | — |
| Total net periodic postretirement benefit cost (credit) | $1.2 | $1.0 | $0.8 | $0.8 | $(0.5) | $1.3 |
We amortize prior service cost on a straight-line basis over the average remaining years of service of the active plan participants.
Pension Plan Contributions. During the quarter ended March 31, 2024, we contributed $2.5 million to the pension plans. We expect to make further contributions of approximately $3.4 million to the pension plans during the remainder of 2024.
- Restructuring
2022 Restructuring Plan. During 2022, we relocated our corporate headquarters from Foothill Ranch, California (“Foothill Ranch”) to Franklin, Tennessee (“Franklin”). In conjunction with the relocation, we initiated a restructuring plan during the quarter ended December 31, 2022, which consisted primarily of employee retention benefits aimed at incentivizing Foothill Ranch employees to assist with the buildout of the new corporate function in Franklin (“2022 Restructuring Plan”). We incurred total restructuring costs of$7.4 million related to the 2022 Restructuring Plan, which consisted of employee-related costs and office rent within Restructuring costs in our Statements of Consolidated Income. All costs associated with the 2022 Restructuring Plan have been incurred as of March 31, 2024.
The following table summarizes activity relating to the 2022 Restructuring Plan liabilities (in millions of dollars):
| Quarter Ended March 31, | |
|---|---|
| Beginning Balance | $1.2 |
| Restructuring costs | 0.1 |
| Costs paid or otherwise settled1 | (1.2) |
| Ending Balance | $0.1 |
Cash paid during the quarter ended March 31, 2024 was $1.1 million.
- Derivatives, Hedging Programs and Other Financial Instruments
Overview. In conducting our business, we enter into derivative transactions, including forward contracts and options, to limit our exposure to: (i) metal price risk related to our sale of fabricated aluminum products and the purchase of metal, including primary, rolling ingot and scrap, or recycled, aluminum, our main raw material, and certain alloys used as raw material for our fabrication operations; (ii) energy price risk relating to fluctuating prices of natural gas and electricity used in our production processes; and (iii) foreign currency requirements with respect to cash commitments for equipment purchases and/or other agreements denominated in foreign currency. We do not use derivative financial instruments for trading or other speculative purposes. Hedging transactions are executed centrally on behalf of all of our operations to minimize transaction costs, monitor consolidated net exposures and allow for increased responsiveness to changes in market factors.
Our derivative activities are overseen by a committee (“Hedging Committee”), which is composed of our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Treasurer, Executive Vice President of Manufacturing and other officers and employees selected by the Chief Executive Officer. The Hedging Committee meets regularly to review commodity price exposures, derivative positions and strategy. Management reviews the scope of the Hedging Committee’s activities with our Board of Directors.
We are exposed to counterparty credit risk on all of our derivative instruments, which we manage by monitoring the credit quality of our counterparties and allocating our hedging positions among multiple counterparties to limit exposure to any single entity. Our counterparties are major investment grade financial institutions or trading companies, and our hedged transactions are governed by negotiated International Swaps and Derivatives Association Master Agreements, which generally require collateral to be posted by our counterparties above specified credit thresholds which may adjust up or down, based on increases or decreases in counterparty credit ratings. As a result, we believe the risk of loss is remote and contained. The aggregate fair value of our derivative instruments that were in a net liability position was$1.3 million and$1.0 million at March 31, 2024 and December 31, 2023, respectively, and we hadno collateral posted as of those dates.
In addition, our firm-price customer sales commitments create incremental customer credit risk related to metal price movements. Under certain circumstances, we mitigate this risk by periodically requiring cash collateral to be posted by our customers, which we classify as deferred revenue and include as a component of Other accrued liabilities. We hadno material cash collateral posted by our customers at both March 31, 2024 and December 31, 2023.
Cash Flow Hedges
We designate as cash flow hedges forward swap contracts for aluminum and energy. Additionally, in the fourth quarter of 2023, we adopted this treatment for Alloying Metals used in our fabrication operations. We also designate as cash flow hedges foreign currency forward contracts for equipment and services for which payments are due in foreign currency. Unrealized gains and losses associated with our cash flow hedges are deferred in Other comprehensive loss, net of tax, and reclassified to COGS when such hedges settle or when it is probable that the original forecasted transactions will not occur by the end of the originally specified time period. See Note 8 for the total amount of gain or loss on derivative instruments designated and qualifying as cash flow hedging instruments that was reported in AOCI, as well as the related reclassifications into earnings and tax effects. Cumulative gains and losses related to cash flow hedges are reclassified out of AOCI and recorded within COGS when the associated hedged commodity purchases impact earnings.
Aluminum Hedges. Our pricing of fabricated aluminum products is generally intended to lock in our Conversion Revenue (representing our value added from the fabrication process) and to pass through aluminum price fluctuations to our customers. For some of our higher margin products sold on a spot basis, the pass through of aluminum price movements can sometimes lag by as much as several months, with a favorable impact to us when aluminum prices decline and an adverse impact to us when aluminum prices increase. Additionally, in certain instances, we enter into firm-price arrangements with our customers for stipulated volumes to be delivered in the future. Because we generally purchase primary and secondary aluminum on a floating price basis, the lag in passing through aluminum price movements to customers on some of our higher margin products sold on a spot basis and the volume that we have committed to sell to our customers under a firm-price arrangement create aluminum price risk for us. We use third-party hedging instruments to limit exposure to aluminum price risk related to the aluminum pass through lag on some of our products and firm-price customer sales contracts.
Alloying Metals Hedges. We are exposed to the risk of fluctuating prices for alloying metals used as raw materials in our fabrication operations. We, from time to time, in the ordinary course of business, enter into hedging transactions and/or physical delivery commitments with third parties to mitigate our risk from fluctuations in certain alloying metals prices that are not passed through pursuant to the terms of our customer contracts.
Energy Hedges. We are exposed to the risk of fluctuating prices for natural gas and electricity. We, from time to time, in the ordinary course of business, enter into hedging transactions and/or firm price physical delivery commitments with third parties to mitigate our risk from fluctuations in natural gas and electricity prices that are not passed through pursuant to the terms of our customer contracts.
Foreign Currency Hedges. We are exposed to foreign currency exchange risk related to certain equipment and service agreements with vendors for which payments are due in foreign currency. We, from time to time, in the ordinary course of business, use foreign currency forward contracts in order to mitigate the exposure to currency exchange rate fluctuations related to these purchases.
Non-Designated Hedges of Operational Risks
From time to time, we enter into commodity and foreign currency forward contracts that are not designated as hedging instruments to mitigate certain short‑term impacts, as identified. The gain or loss on these commodity and foreign currency derivatives is recognized within COGS and Other income, net, respectively. There wereno non-designated hedges at both March 31, 2024 and December 31, 2023.
Notional Amount of Derivative Contracts
The following table summarizes our derivative positions at March 31, 2024:
| Aluminum | Maturity Period | Notional Amount of Contracts (mmlbs) |
|---|---|---|
| Fixed price purchase contracts for LME | April 2024 through December 2025 | 74.5 |
| Fixed price sale contracts for LME | April 2024 | 7.0 |
| Fixed price purchase contracts for MWTP | April 2024 through December 2025 | 60.5 |
| Fixed price sale contracts for MWTP | April 2024 through September 2024 | 26.7 |
| Alloying Metals | Maturity Period | Notional Amount of Contracts (mmlbs) |
|---|---|---|
| Fixed price purchase contracts | April 2024 through December 2025 | 10.0 |
| Natural Gas | Maturity Period | Notional Amount of Contracts (mmbtu) |
|---|---|---|
| Fixed price purchase contracts | April 2024 through December 2026 | 3,880,000 |
| Electricity | Maturity Period | Notional Amount of Contracts (Mwh) |
|---|---|---|
| Fixed price purchase contracts | April 2024 through December 2024 | 39,606 |
| Euro | Maturity Period | Notional Amount of Contracts (EUR) |
|---|---|---|
| Fixed price forward purchase contracts | April 2024 through January 2026 | 17,485,138 |
| British Pounds | Maturity Period | Notional Amount of Contracts (GBP) |
|---|---|---|
| Fixed price forward purchase contracts | May 2024 through July 2024 | 216,799 |
Loss (Gain) on Derivative Contracts
The following table summarizes the amount of loss (gain) on derivative contracts recorded within our Statements of Consolidated Income in COGS (in millions of dollars):
| Quarter Ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Total of income and expense line items presented in our Statements of Consolidated Income in which the effects of hedges are recorded: | ||
| Cash flow hedges | $642.9 | $731.1 |
| Loss (gain) recognized in our Statements of Consolidated Income related to cash flow hedges: | ||
| Aluminum | $2.0 | $0.5 |
| Natural gas | 0.3 | (0.3) |
| Electricity | (0.2) | — |
| Total loss recognized in our Statements of Consolidated Income related to cash flow hedges | $2.1 | $0.2 |
| Gain recognized in our Statements of Consolidated Income related to non-designated hedges: | ||
| Alloying Metals – Unrealized gain | $— | $(0.1) |
Fair Values of Derivative Contracts
The fair values of our derivative contracts are based upon trades in liquid markets. Valuation model inputs can be verified, and valuation techniques do not involve significant judgment. The fair values of such financial instruments are classified within Level 2 of the fair value hierarchy.
All of our derivative contracts with counterparties are subject to enforceable master netting arrangements. We reflect the fair value of our derivative contracts on a gross basis on our Consolidated Balance Sheets. The following table presents the fair value of our derivative financial instruments (in millions of dollars):
| As of March 31, 2024 | As of December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| Assets | Liabilities | Net Amount | Assets | Liabilities | Net Amount | |
| Aluminum – | ||||||
| Fixed price purchase contracts for LME | $2.1 | $(0.4) | $1.7 | $3.4 | $(0.6) | $2.8 |
| Fixed price sale contracts for LME | — | — | — | — | (0.2) | (0.2) |
| Fixed price purchase contracts for MWTP | 0.7 | (0.1) | 0.6 | 0.4 | (0.3) | 0.1 |
| Fixed price sale contracts for MWTP | — | (0.4) | (0.4) | 0.1 | (0.2) | (0.1) |
| Alloying Metals – Fixed price purchase contracts | 0.7 | (0.2) | 0.5 | 0.7 | (0.1) | 0.6 |
| Natural gas – Fixed price purchase contracts | 0.4 | (1.2) | (0.8) | 0.3 | (0.9) | (0.6) |
| Electricity – Fixed price purchase contracts | 0.2 | (0.9) | (0.7) | 0.5 | (0.6) | (0.1) |
| Foreign currency – Fixed price forward contracts | — | — | — | 0.5 | — | 0.5 |
| Total | $4.1 | $(3.2) | $0.9 | $5.9 | $(2.9) | $3.0 |
The following table presents the total amounts of derivative assets and liabilities on our Consolidated Balance Sheets (in millions of dollars):
| As of March 31, 2024 | As of December 31, 2023 | |
|---|---|---|
| Derivative assets: | ||
| Prepaid expenses and other current assets | $3.3 | $4.8 |
| Other assets | 0.8 | 1.1 |
| Total derivative assets | $4.1 | $5.9 |
| Derivative liabilities: | ||
| Other accrued liabilities | $(2.6) | $(2.4) |
| Long-term liabilities | (0.6) | (0.5) |
| Total derivative liabilities | $(3.2) | $(2.9) |
Fair Value of Other Financial Instruments
All Other Financial Assets and Liabilities. We believe that the fair values of our accounts receivable, contract assets, accounts payable and accrued liabilities approximate their respective carrying values due to their short maturities and nominal credit risk.
- Debt and Credit Facility
Senior Notes
At March 31, 2024 and December 31, 2023, we had outstanding fixed-rate unsecured Senior Notes with varying maturity dates. The stated interest rates and aggregate principal amounts of our Senior Notes were, respectively: (i)4.625% and $500.0 million (“4.625% Senior Notes”) and (ii)4.50% and $550.0 million (“4.50% Senior Notes”). Our Senior Notes do not require us to make any mandatory redemptions or sinking fund payments. The following table summarizes key details of our Senior Notes:
| Outstanding (in millions of dollars) | |||||
|---|---|---|---|---|---|
| Issuance Date | Maturity | Effective Interest Rate | As of March 31, 2024 | As of December 31, 2023 | |
| 4.625% Senior Notes | November 2019 | March 2028 | 4.8% | $500.0 | $500.0 |
| 4.50% Senior Notes | May 2021 | June 2031 | 4.7% | 550.0 | 550.0 |
| Total debt | 1,050.0 | 1,050.0 | |||
| Unamortized issuance costs | (9.7) | (10.2) | |||
| Total carrying amount | $1,040.3 | $1,039.8 | |||
The following table presents the fair value of our outstanding Senior Notes, which are Level 1 liabilities (in millions of dollars):
| As of March 31, 2024 | As of December 31, 2023 | |
|---|---|---|
| 4.625% Senior Notes | $469.2 | $462.4 |
| 4.50% Senior Notes | $486.6 | $474.1 |
Revolving Credit Facility
In October 2019, we entered into a Revolving Credit Facility. Joining us as borrowers under the Revolving Credit Facility are four of our wholly owned domestic operating subsidiaries: (i) Kaiser Aluminum Investments Company; (ii) Kaiser Aluminum Fabricated Products, LLC; (iii) Kaiser Aluminum Washington, LLC; and (iv) Kaiser Aluminum Warrick, LLC.
In April 2022, we entered into Amendment No. 3 to our Revolving Credit Facility. As amended, the Revolving Credit Facility contains a maximum commitment amount of $575.0 million (of which up to a maximum of $50.0 million may be utilized for letters of credit) and is set to mature in April 2027. Our effective interest rate on outstanding borrowings under the amended Revolving Credit Facility is based on the rates of Base Rate Loans and SOFR Loans (as defined in the amended Revolving Credit Facility). The rate for Base Rate Loans is equal to the prevailing Prime Rate plus 0.25%, while the rate for SOFR Loans, which are made for one or three month periods, is equal to the Term SOFR Reference Rate (as defined in the amended Revolving Credit Facility) plus 1.35%. Outstanding borrowings under the Revolving Credit Facility are reported within Long-term debt, net, on our Consolidated Balance Sheets. We hadno borrowings under the Revolving Credit Facility during the quarter ended March 31, 2024. As of March 31, 2024 and December 31, 2023, we hadno outstanding borrowings under our Revolving Credit Facility.
The following table summarizes availability and usage of our Revolving Credit Facility as determined by a borrowing base calculated as of March 31, 2024 (in millions of dollars):
| Revolving Credit Facility borrowing commitment | $575.0 |
|---|---|
| Borrowing base availability | $544.4 |
| Less: Outstanding borrowings under Revolving Credit Facility | — |
| Less: Outstanding letters of credit under Revolving Credit Facility | (27.0) |
| Remaining borrowing availability | $517.4 |
Interest Expense
The following table presents interest expense relating to our Senior Notes and Revolving Credit Facility (in millions of dollars):
| Quarter Ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Senior Notes interest expense, including debt issuance cost amortization | $12.4 | $12.4 |
| Revolving Credit Facility interest expense, including commitment fees and finance cost amortization | 0.6 | 0.8 |
| Interest expense on finance lease liabilities | 0.2 | 0.1 |
| Interest expense capitalized as construction in progress | (1.7) | (1.4) |
| Total interest expense | $11.5 | $11.9 |
- Commitments and Contingencies
Commitments. We have a variety of financial commitments, including purchase agreements, forward foreign exchange and forward sales contracts, indebtedness and letters of credit (see Note 5 and Note 6).
Environmental Contingencies. We are subject to a number of environmental laws and regulations, potential fines or penalties assessed for alleged breaches of such laws and regulations and potential claims based upon such laws and regulations. We are also subject to legacy environmental contingencies related to activities that occurred at operating facilities prior to July 6, 2006, which represent the majority of our environmental accruals. The status of these environmental contingencies are discussed below. We have established procedures for regularly evaluating environmental loss contingencies. Our environmental accruals represent our undiscounted estimate of costs reasonably expected to be incurred based on presently enacted laws and regulations, currently available facts, existing requirements, existing technology and our assessment of the likely remediation actions to be taken.
We continue to pursue remediation activities, primarily to address the historical use of oils containing polychlorinated biphenyls (“PCBs”) at our Trentwood facility. Our remediation efforts are in collaboration with the Washington State Department of Ecology (“Ecology”), to which we submitted a feasibility study in 2012 of remediation alternatives and from which we received permission to begin certain remediation activities pursuant to a signed work order. We have completed a number of sections of the work plan and have received satisfactory completion approval from Ecology on those sections. In cooperation with Ecology, we constructed an experimental treatment facility to determine the treatability and evaluate the feasibility of removing PCBs from ground water under the Trentwood facility. In 2015, we began treatment operations involving a walnut shell filtration system, which we optimized for maximum PCB capture during 2020. Furthermore, based on advancements in technology, we signed an Amended Agreed Order with Ecology in 2020 to evaluate and implement new technologies for PCB removal from groundwater on a pilot basis. The primary technology we are evaluating is Ultraviolet Light Advanced Oxidation Process (the “UV Process”). As the long-term success of the UV Process cannot be reasonably determined at this time, it is possible we may need to make upward adjustments to our related accruals and cost estimates as the long-term results become available.
Pursuant to a consent agreement with the Ohio Environmental Protection Agency (“OEPA”), we initiated an investigational study of our Newark facility related to historical on-site waste disposal. During the quarter ended December 31, 2018, we submitted our remedial investigation study to the OEPA for review and approval. The final remedial investigation report was approved by the OEPA during the quarter ended December 31, 2020. We have submitted the Alternate Arrays Document (“AAD”) to the OEPA for review during the quarter ended December 31, 2023. Once the AAD is reviewed and accepted by the OEPA, we plan to submit our feasibility study to the OEPA and the selected remediation design work plans are completed, which we expect to occur in 2024.
At March 31, 2024, our environmental accrual of$16.1 million represented our estimate of the incremental remediation cost based on: (i) proposed alternatives in the final feasibility study related to the Trentwood facility; (ii) currently available facts with respect to our Newark facility; and (iii) facts related to certain other locations owned or formerly owned by us. In accordance with approved and proposed remediation action plans, we expect that the implementation and ongoing monitoring could occur over a period of 30 or more years.
As additional facts are developed, feasibility studies are completed, remediation plans are modified, necessary regulatory approvals for the implementation of remediation are obtained, alternative technologies are developed and/or other factors change, there may be revisions to management’s estimates and actual costs may exceed the current environmental accruals. We believe at this time that it is reasonably possible that undiscounted costs associated with these environmental matters may exceed current accruals by amounts that could be, in the aggregate, up to an estimated$11.5 million over the remediation period. It is reasonably possible that our recorded estimate will change in the next 12 months.
Other Contingencies. We are party to various lawsuits, claims, investigations and administrative proceedings that arise in connection with past and current operations. We evaluate such matters on a case-by-case basis and our policy is to vigorously contest any such claims we believe are without merit. We accrue for a legal liability when it is both probable that a liability has been incurred and the amount of the loss is reasonably estimable. Quarterly, in addition to when changes in facts and circumstances require it, we review and adjust these accruals to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. While uncertainties are inherent in the final outcome of such matters and it is presently impossible to determine the actual cost that may ultimately be incurred, we believe that we have sufficiently accrued for such matters and that the ultimate resolution of pending matters will not have a material impact on our consolidated financial position, operating results or liquidity.
- Accumulated Other Comprehensive Income
The following table presents the changes in the accumulated balances for each component of AOCI (in millions of dollars):
| Quarter Ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Defined Benefit Plans: | ||
| Beginning balance | $11.0 | $2.8 |
| Amortization of net actuarial gain1 | (0.3) | (0.3) |
| Amortization of prior service (credit) cost1 | (0.3) | 1.2 |
| Less: income tax benefit (expense)2 | 0.1 | (0.2) |
| Other comprehensive (loss) income, net of tax | (0.5) | 0.7 |
| Ending balance | $10.5 | $3.5 |
| Cash Flow Hedges: | ||
| Beginning balance | $2.1 | $0.4 |
| Unrealized loss on cash flow hedges | (4.2) | (2.6) |
| Less: income tax benefit | 1.0 | 0.6 |
| Net unrealized loss on cash flow hedges | (3.2) | (2.0) |
| Reclassification of unrealized loss upon settlement of cash flow hedges | 2.1 | 0.2 |
| Less: income tax expense2 | (0.5) | — |
| Net loss reclassified from AOCI to Net income | 1.6 | 0.2 |
| Other comprehensive loss, net of tax | (1.6) | (1.8) |
| Ending balance3 | $0.5 | $(1.4) |
| Total AOCI ending balance | $11.0 | $2.1 |
Amounts amortized out of AOCI related to pension and other postretirement benefits were included within Net periodic postretirement benefit cost (see Note 3).
Income tax amounts reclassified out of AOCI were included as a component of Income tax provision.
As of March 31, 2024, we estimate a net mark-to-market gain before tax of$0.5 million in AOCI will be reclassified into Net income upon settlement within the next 12 months.
- Other Income, Net
The following table presents the components of Other income, net (in millions of dollars):
| Quarter Ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Interest income | $0.9 | $0.4 |
| Net periodic postretirement benefit cost | (0.3) | (2.0) |
| Unrealized gain on equity securities | 0.2 | 0.1 |
| (Loss) gain on disposition of property, plant and equipment | (0.2) | 15.0 |
| Gain on business interruption insurance recoveries1 | 10.5 | — |
| All other, net | (0.2) | 0.1 |
| Other income, net | $10.9 | $13.6 |
Represents advances against business interruption insurance claims. We recognize such advances in the period in which the insurance proceeds are received or become realizable. As of March 31, 2024, we received net cash proceeds of $9.7 million on the $10.5 million total gain recognized to date.
Supply Chain Financing. We are party to several supply chain financing arrangements, in which we may sell certain of our customers’ trade accounts receivable to such customers’ financial institutions without recourse. During the quarters ended March 31, 2024 and March 31, 2023, we sold trade accounts receivable totaling$267.1 million and$303.2 million, respectively, related to these supply chain financing arrangements, of which our customers’ financial institutions applied discount fees totaling$6.3 million and$7.2 million, respectively. To the extent discount fees related to the sale of trade accounts receivable under supply chain financing arrangements are not reimbursed by our customers, they are included in Other income, net. As of March 31, 2024, we had been and/or expected to be substantially reimbursed by our customers for these discount fees, in accordance with the underlying sales agreements.
- Income Tax Matters
The following table presents the income tax provision by region (in millions of dollars):
| Quarter Ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Domestic | $(7.0) | $(4.4) |
| Foreign | (0.5) | (0.5) |
| Total | $(7.5) | $(4.9) |
The income tax provision for the quarters ended March 31, 2024 and March 31, 2023 was$7.5 million and$4.9 million, respectively, reflecting an effective tax rate of 23% and 24%, respectively. There was no material difference between the effective tax rate and the blended statutory tax rate for the quarters ended March 31, 2024 and March 31, 2023, respectively.
Our gross unrecognized benefits relating to uncertain tax positions were $7.5 million and $6.5 million at March 31, 2024 and December 31, 2023, respectively, of which, $7.5 million and $6.5 million would be recorded through our income tax provision and thus, impact the effective tax rate at March 31, 2024 and December 31, 2023, respectively, if the gross unrecognized tax benefits were to be recognized.
We do not expect our gross unrecognized tax benefits to significantly change within the next 12 months.
- Net Income Per Share
Basic net income per share is computed by dividing distributed and undistributed net income allocable to common shares by the weighted-average number of common shares outstanding during the applicable period. The basic weighted-average number of common shares outstanding during the period excludes non-vested share-based payment awards. Basic and diluted net income per share was calculated under the two-class method for the quarter ended March 31, 2024 and the treasury method for the quarter ended March 31, 2023, which was more dilutive than the two-class method.
The following table sets forth the computation of basic and diluted net income per share (in millions of dollars, except share and per share amounts):
| Quarter Ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Numerator: | ||
| Net income available to common shareholders1 | $24.6 | $15.9 |
| Denominator – Weighted-average common shares outstanding (in thousands): | ||
| Basic | 16,027 | 15,940 |
| Add: dilutive effect of non-vested common shares, restricted stock units and performance shares2 | 203 | 156 |
| Diluted | 16,230 | 16,096 |
| Net income per common share, Basic: | $1.53 | $1.00 |
| Net income per common share, Diluted: | $1.51 | $0.99 |
Represents Net income less distributed and undistributed earnings allocated to non-vested RSAs that contain non-forfeitable rights to dividends.
Quantities in the following discussion are denoted in whole shares. During the quarters ended March 31, 2024 and March 31, 2023, approximately 2,200 and 11,000 shares, respectively, were excluded from the weighted-average diluted shares computation as their inclusion would have been anti‑dilutive.
- Supplemental Cash Flow Information
| Quarter Ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| (In millions of dollars) | ||
| Interest paid | $10.3 | $10.6 |
| Non-cash investing and financing activities (included in Accounts payable): | ||
| Unpaid purchases of property and equipment | $19.5 | $28.8 |
| Supplemental lease disclosures: | ||
| Operating lease liabilities arising from obtaining operating lease assets | $— | $2.4 |
| Cash paid for amounts included in the measurement of operating lease liabilities | $2.1 | $2.4 |
| Finance lease liabilities arising from obtaining finance lease assets | $1.0 | $8.8 |
| As of March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| (In millions of dollars) | ||
| Components of cash, cash equivalents and restricted cash: | ||
| Cash and cash equivalents | $101.6 | $31.5 |
| Restricted cash included in Other assets1 | 18.3 | 18.6 |
| Total cash, cash equivalents and restricted cash presented on our Statements of Consolidated Cash Flows | $119.9 | $50.1 |
We are required to keep on deposit certain amounts that are pledged or held as collateral relating to workers’ compensation and other agreements. We account for such deposits as restricted cash. From time to time, such restricted funds could be returned to us or we could be required to pledge additional cash.
- Business, Product, and Geographical Area Information
Our primary line of business is the production of semi-fabricated specialty aluminum mill products, such as plate and sheet, bare and coated coils, and extruded and drawn products, primarily used in our Aero/HS Products, Packaging, GE Products, Automotive Extrusions, and Other products end markets. We operate 13 focused production facilities in the United States andone in Canada. Our chief operating decision maker reviews and evaluates our business as a single operating segment.
The following table presents Net sales by end market applications and by timing of control transfer (in millions of dollars):
| Quarter Ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Net sales: | ||
| Aero/HS Products | $220.5 | $214.0 |
| Packaging | 298.1 | 354.2 |
| GE Products | 153.0 | 162.1 |
| Automotive Extrusions | 63.5 | 70.8 |
| Other products | 2.4 | 6.5 |
| Total net sales | $737.5 | $807.6 |
| Timing of revenue recognition: | ||
| Products transferred at a point in time | $569.4 | $624.8 |
| Products transferred over time | 168.1 | 182.8 |
| Total net sales | $737.5 | $807.6 |
The following table presents geographic information for income taxes paid (in millions of dollars):
| Quarter Ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Income taxes paid: | ||
| Domestic | $— | $0.1 |
| Foreign | 1.6 | 0.2 |
| Total income taxes paid | $1.6 | $0.3 |
- Subsequent Events
Dividend Declaration. On April 15, 2024, we announced that our Board of Directors declared a quarterly cash dividend of$0.77 per common share. As such, we expect to pay approximately$12.7 million (including dividend equivalents) on or about May 15, 2024 to stockholders of record and the holders of certain restricted stock units at the close of business on April 25, 2024.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.