Acquisition of Jamalco

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

On May 2, 2023, our wholly-owned subsidiary, Century Aluminum Jamaica Holdings, Inc., completed the acquisition of all the outstanding share capital of General Alumina Holdings Limited, the holder of a 55% interest in Jamalco JV ("Jamalco"), an unincorporated joint venture engaged in bauxite mining and alumina production in Jamaica. The remaining 45% interest in Jamalco is owned by Clarendon Alumina Production Limited ("CAP"), which in turn is owned by the Government of Jamaica. The purchase price for the acquisition was $1.00. The acquisition is expected to result in a bargain purchase gain in part due to the seller experiencing financial distress following curtailment of Jamalco's operations in the second half of 2021 due to a facility fire, with operations restarting in the second half of 2022.

The acquisition was accounted for as a business combination under the acquisition method of accounting. Determining the fair value of identified assets acquired, liabilities assumed and noncontrolling interest requires judgment and involves the use of significant estimates and assumptions. The Company based its fair value estimates on assumptions it believes to be reasonable but are inherently uncertain. These estimates and valuation of the property, plant and equipment, other assets, accrued and other current liabilities and long term liabilities as well as the related deferred bargain purchase gain and noncontrolling interest are preliminary as of December 31, 2023 and are subject to change as we finalize the valuation or if additional information about the facts and circumstances that existed at the acquisition date become available. We expect to finalize the purchase price allocation as soon as practicable within the measurement period, but not later than one year following the acquisition date.

The following table summarizes the estimated fair value of identified assets acquired, liabilities assumed and noncontrolling interest at the date of acquisition:


Preliminary purchase price allocation	Amount
Identifiable assets acquired and liabilities assumed
Cash and cash equivalents	$	19.4
Restricted cash	8.3
Accounts receivable - net	7.7
Non-trade receivables	40.4
Inventories	103.9
Prepaid and other current assets	4.2
Property, plant and equipment	246.2
Other assets	26.0
Accounts payable, trade	(94.8)
Accrued and other current liabilities	(30.8)
Other liabilities	(35.5)
Asset retirement obligations	(23.9)
Total identifiable assets acquired and liabilities assumed	271.1
Less: noncontrolling interest	(2.3)
Deferred credit - preliminary bargain purchase gain	273.4

For the twelve months ended December 31, 2023, Jamalco contributed $150.3 million to our total revenues and a loss of $41.1 million to our total earnings. In connection with the acquisition, the Company incurred approximately $1.4 million of transaction costs for the twelve months ended December 31, 2023, which are included in selling, general and administrative expenses on the Consolidated Statements of Operations.

The following unaudited pro forma financial information reflects the results of operations of the Company for the twelve months ended December 31, 2023 and 2022, respectively, as if the acquisition of Jamalco had been completed on January 1, 2022. This unaudited pro forma financial information has been prepared for informational purposes and is not necessarily indicative of the actual consolidated results of operations had the acquisition been completed on January 1, 2022, nor is the information indicative of future results of operations of the combined companies.


	Year ended December 31,
	2023		2022
Revenue	$	2,235.1	$	2,831.0
Earnings	$	(45.9)	$	(33.1)