-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fmrl/9HAOGEmy2PXlBjB3c0hKJe1AN7hbmAOfcO0B+bi7dp12LKOn/IJlCcbAahZ wSxNgEpY4SLMuApbEnt0HQ== 0001034603-03-000002.txt : 20030116 0001034603-03-000002.hdr.sgml : 20030116 20030116163119 ACCESSION NUMBER: 0001034603-03-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030116 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY ALUMINUM CO CENTRAL INDEX KEY: 0000949157 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 133070826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27918 FILM NUMBER: 03516530 BUSINESS ADDRESS: STREET 1: 2511 GARDEN ROAD STREET 2: BUILDING A SUITE 200 CITY: MONTEREY STATE: CA ZIP: 93940 BUSINESS PHONE: 3042736000 MAIL ADDRESS: STREET 1: 2511 GARDEN ROAD STREET 2: BUILDING A SUITE 200 CITY: MONTEREY STATE: CA ZIP: 93940 8-K 1 century8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2003 Century Aluminum Company (Exact name of registrant as specified in its charter) Delaware 0-27918 13-3070826 (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2511 Garden Road Building A, Suite 200 Monterey, California 93940 (Address of principal executive offices) (Zip Code) (831) 642-9300 (Registrant's telephone number, including area code) Item 5. Other Events On January 14, 2003, Moody's Investor Service (Moody's) issued an announcement revising its long-term debt ratings and outlook for Century Aluminum Company (the Company). Moody's lowered the rating on the Company's 11 3/4% senior secured first mortgage notes due 2008 from Ba3 to B1 and the rating on its senior secured revolving credit facility from Ba2 to Ba3. Concurrently, Moody's changed the Company's outlook from negative to stable. A copy of the Moody's announcement is attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibits are filed with this report on Form 8-K: Exhibit Number Description - -------------- ----------- 99.1 Moody's Investors Service Announcement, dated January 14, 2003 -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CENTURY ALUMINUM COMPANY Date: January 16, 2003 By: /s/ Gerald J. Kitchen --------------------------------- Name: Gerald J. Kitchen Title: Executive Vice President, General Counsel and Secretary -3- EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Moody's Investors Service Announcement, dated January 14, 2003 -4- EX-99.1 3 pressrelease.txt MOODY'S ANNOUNCEMENT EXHIBIT 99.1 New York, January 14, 2003 -- Moody's Investors Service today took the following rating actions for Century Aluminum Company (Century): Ratings lowered: $100 million guaranteed senior secured revolving credit facility, due March 31, 2006, lowered to Ba3 from Ba2 $325 million, 11.75% first mortgage notes, due April 15, 2008, lowered to B1 from Ba3 Senior implied lowered to B1 from Ba3 Senior unsecured issuer rating lowered to B3 from B2 The outlook was changed to stable from negative The ratings downgrade was prompted by Century's weak operating performance that has fallen short of Moody's previous expectations and our view that low aluminum prices will persist over the intermediate term. The company's financial performance has been negatively impacted by soft aluminum demand and the resulting weakness in aluminum prices, its focus on a single commodity-priced product, primary aluminum, and the company's difficulty in reducing operating costs below current levels. The revised ratings are supported by Century's off-take agreements that utilize the majority of its current production, its purchase agreements that provide access to stable sources of raw materials, such as alumina and electrical power, through long-term contracts, as well as its forward sales contracts that over the next year fix a large percentage of its output at prices above the current market price. The ratings also reflect Century's efforts in improving various operations to lower costs and focus on its core strength, primary aluminum. Despite current difficulties, the stable outlook reflects Moody's view that the company's current operations, liquidity position, and cost structure, as well as the absence of any material debt service requirements in the near term, will enable the company to operate in the current low price environment as it has in the recent past, absent any significant events. Century's off-take agreements with Pechiney Rolled Products LLC (Pechiney), Glencore, and Southwire, utilize between 60% to 65% of Century's current capacity (approximately 1 billion pounds per year), with Pechiney's monthly commitment for its Ravenswood rolling mill ranging between 23 and 27 million pounds per month. However, after July 31, 2003, Pechiney has the right to reduce this amount by 50% with a twelve month notice. Pechiney has experienced recurring losses at the Ravenswood mill, due in part to the high costs associated with its premium plate products, for which demand and pricing has been constrained by the aerospace recession. Pechiney must decide how to re-engineer the Ravenswood rolling mill, and a reduction of all or part of its output is possible. The immediate impact on Century of reduced sales to Pechiney would likely be a reduced profit margin on those tons sold on the open market rather than to Pechiney. The company's alumina supply agreements cover 100% of its current requirements, with pricing tied to the LME aluminum price, providing a natural hedge. Glencore provides alumina for Ravenswood and Mt. Holly, 59% of total company requirements, while Kaiser Aluminum provides alumina to Hawesville, 41% of total company requirements. Although Kaiser is currently in bankruptcy, the courts have approved Kaiser's continued servicing of its sales agreement with Hawesville, although some uncertainty remains. While the various sales agreements and hedging contracts Century currently has in place has enabled it to realize prices slightly above appropriate benchmarks, such as the Mid-West Premium, realized prices remain at very low levels when compared to the company's overall current cost structure. Moreover, Moody's expects aluminum prices to remain under pressure for the remainder of the year. In addition, the benefit currently being derived from forward sales contracts will diminish going forward as current contracts run off and are not likely to be replaced given the weak price environment. The ratings also assume that the company's environmental liabilities will remain manageable and that the contractual obligations of third parties in this regard will be fulfilled. At the present time, Moody's believes the company's liquidity position is relatively stable given current cash balances and availability under its existing bank facility. As of September 30, 2002, Century's reported approximately $31 million in cash on its balance sheet (after incorporating its October interest payment of $18.5 million) and about $55 million of bank availability. Under its $100 million bank credit facility, availability is limited by a $30 million reserve account and a borrowing base limitation based on eligible receivables and inventory. For the nine months ended September 2002, the cash LME price per pound for primary aluminum averaged $0.612 while Century's average realized selling price was $0.68 per pound. Despite the realization of above-market prices, Century's leverage remained high at about 5.5x on a Debt/EBITDA basis and coverage was weak at approximately 1.5x on an EBITDA/interest basis. Factors that could favorably impact the ratings and/or outlook would be a sustained improvement in operating performance that would most likely be driven by higher aluminum prices or a marked improvement in the company's overall cost structure. However, a protracted period of weak aluminum pricing, an increase in environmental liabilities, an increase in fixed costs, or a debt-financed acquisition, that resulted in further deterioration in credit metrics or liquidity position could negatively impact Century's ratings and/or outlook going forward. Century Aluminum is a North American primary aluminum producer with ownership interests in three US aluminum reduction plants, representing 465,000 tonnes of annual capacity. Its headquarters are in Monterey, California. New York Steven Oman Senior Vice President Corporate Finance Group Moody's Investors Service JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 New York William V. Fahy Asst Vice President - Analyst Corporate Finance Group Moody's Investors Service JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Copyright 2003, Moody's Investors Service, Inc. and/or its licensors including Moody's Assurance Company, Inc. (together, MOODY'S). All rights reserved. ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY COPYRIGHT LAW AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT. All information contained herein is obtained by MOODY'S from sources believed by it to be accurate and reliable. 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