-----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, Q3Uamu7RpjTq5cEHXPtJvOa7yQPK5EmQ9w7eSoj8nOZDwdgwr3eLMdTbiBnI52VE /hcUBz/1DO9bG+D8ruoKQw== 0001169232-03-006139.txt : 20031022 0001169232-03-006139.hdr.sgml : 20031022 20031022121905 ACCESSION NUMBER: 0001169232-03-006139 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031021 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY ALUMINUM CO CENTRAL INDEX KEY: 0000949157 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] 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: 03951328 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 d57190_8k.txt 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): October 21, 2003 Century Aluminum Company (Exact name of registrant as specified in its charter) Delaware 0-27918 13-3070826 (State or other jurisdiction of (Commission File Number) (IRS Employer Incorporation) 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 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibits are furnished with this report on Form 8-K: Exhibit Number Description - -------------- ----------- 99.1 Earnings Release, dated October 21, 2003 Item 12. Results of Operations and Financial Condition. On October 21, 2003, Century Aluminum Company (the "Company") issued an earnings release announcing its results of operations for the quarter ended September 30, 2003. A copy of the Company's earnings release is attached hereto as Exhibit 99.1. The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing. -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: October 22, 2003 By: /s/ Gerald J. Kitchen --------------------------------------- Name: Gerald J. Kitchen Title: Executive Vice President, General Counsel, Chief Administrative Officer and Secretary -3- EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Earnings Release, dated October 21, 2003 -4- EX-99.1 3 d57190_ex99-1.txt ADDITIONAL EXHIBITS EXHIBIT 99.1 NEWS RELEASE [LOGO] Century ALUMINUM Century Reports Third Quarter 2003 Financial Results Monterey, CA, October 21, 2003 - Century Aluminum Company (NASDAQ: CENX) reported a net loss of $5.4 million, or $.28 a common share after preferred dividends, for the third quarter of 2003. This compares to a net loss of $7.8 million, or $0.40 a common share after preferred dividends, for the third quarter of 2002. The loss reported for the 2003 third quarter would have been reduced by $3.1 million, after tax, or $0.15 a share, if the above-market, 110-million-pound-a-year metal delivery contract that remains in place for 2003 and 2004 had been accounted for on the same basis as in the third quarter of 2002. The company began marking this contract and its replacement contract to market in the first quarter of 2003. Also, the results for the 2003 quarter include an after-tax charge of $1.0 million, or $0.05 a share, for the added cost of alumina purchased on the open market due to an unplanned production curtailment at a supplier facility, and a credit of $0.8 million, or $0.04 a share, for the lower of cost or market inventory adjustments. The loss in the 2002 third quarter included an after-tax charge of $2.1 million, or $0.10 a share, for lower of cost or market inventory adjustments; an after-tax charge of $1.0 million, or $0.05 a share, to write off direct costs associated with a prospective acquisition; and a benefit of $1.5 million, $0.07 a share, from a reduction in estimated income taxes. Sales for the third quarter of 2003 were $201.5 million compared with $177.0 million for the third quarter of 2002. Shipments of primary aluminum for the 2003 third quarter were 292.6 million pounds, compared with 262.3 million pounds for the year-ago quarter. Net income for the first nine months of 2003 was $7.2 million, or $0.27 a common share after preferred dividends. This compares with a net loss of $15.8 million, or $0.84 a common share after preferred dividends, for the year-ago period. Sales in the first nine months of 2003 were $576.7 million, compared with $536.4 million for the year-ago period. Shipments of primary aluminum for the 2003 period were 839.6 million pounds compared with 787.8 million pounds for the year-ago period. The financial results for the first nine months of 2002 and the first quarter of 2003 exclude the results from the acquisition of the 20-percent interest in Century's Hawesville (KY) Operations on April 1, 2003. Commenting on the company's performance, Craig A. Davis, Chairman and Chief Executive Officer, said: Century Aluminum Company 25ll Garden Road Building A, Suite 200 Monterey, CA 93940 831-642-9300 Phone 831-642-9399 Fax "Our financial results in the recent quarter were favorably impacted by higher prices, by the lower cost capacity that we acquired at our Hawesville Operations in April, and from progress in the company's on-going cost reduction efforts." Century owns 525,000 metric tons per year (mtpy) of primary aluminum capacity. It owns and operates the 170,000-mtpy plant at Ravenswood, WV and the 244,000-mtpy plant at Hawesville, KY. Century also owns a 49.67 percent interest in the 222,000-mtpy reduction plant at Mt. Holly, SC. Alcoa, Inc. owns the remainder and is the operating partner. Century's headquarters are in Monterey, CA. Century's press releases may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The company cautions that such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties. Actual results may vary materially from those expressed or implied in the forward-looking statements as a result of various factors. Editorial Contact: A. T. Posti 831/642-9364 Century Aluminum Company 25ll Garden Road Building A, Suite 200 Monterey, CA 93940 831-642-9300 Phone 831-642-9399 Fax Century Aluminum Company Consolidated Statements of Operations (in Thousands, Except Per Share Amounts) (Unaudited)
Three months ended Nine months ended September 30 September 30 ---------------------- ---------------------- 2003 2002 2003 2002 --------- --------- --------- --------- NET SALES: Third-party customers ............................................. $ 170,086 $ 149,412 $ 487,287 $ 451,989 Related parties ................................................... 31,402 27,580 89,377 84,440 --------- --------- --------- --------- 201,488 176,992 576,664 536,429 COST OF GOODS SOLD ..................................................... 191,448 176,745 551,142 523,916 --------- --------- --------- --------- GROSS PROFIT ........................................................... 10,040 247 25,522 12,513 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ........................... 3,929 4,282 12,150 12,221 --------- --------- --------- --------- OPERATING INCOME (LOSS) ................................................ 6,111 (4,035) 13,372 292 INTEREST INCOME (EXPENSE) - Net ........................................ (11,258) (10,249) (32,616) (30,275) NET GAIN (LOSS) ON FORWARD CONTRACTS ................................... (3,481) -- 38,423 -- OTHER EXPENSE .......................................................... (10) (1,872) (510) (1,975) --------- --------- --------- --------- INCOME (LOSS) BEFORE INCOME TAXES ...................................... (8,638) (16,156) 18,669 (31,958) INCOME TAX (EXPENSE) BENEFIT ........................................... 3,271 7,079 (6,556) 12,187 --------- --------- --------- --------- INCOME (LOSS) BEFORE MINORITY INTEREST AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE ................. (5,367) (9,077) 12,113 (19,771) MINORITY INTEREST ...................................................... -- 1,313 986 3,939 --------- --------- --------- --------- INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE ...................................... (5,367) (7,764) 13,099 (15,832) CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE, NET OF TAX BENEFIT OF $3.4 MILLION ....................... -- -- (5,878) -- --------- --------- --------- --------- NET INCOME (LOSS) ...................................................... (5,367) (7,764) 7,221 (15,832) PREFERRED DIVIDENDS .................................................... (500) (500) (1,500) (1,500) --------- --------- --------- --------- NET INCOME (LOSS) APPLICABLE TO COMMON SHAREHOLDERS .................... $ (5,867) $ (8,264) $ 5,721 $ (17,332) ========= ========= ========= ========= EARNINGS (LOSS) PER COMMON SHARE Basic - Before cumulative effect of change in accounting principle . $ (0.28) $ (0.40) $ 0.55 $ (0.84) Basic - Cumulative effect of change in accounting principle ........ $ -- $ -- $ (0.28) $ -- --------- --------- --------- --------- Basic - Net income (loss) .......................................... $ (0.28) $ (0.40) $ 0.27 $ (0.84) Diluted - Before cumulative effect of change in accounting principle $ (0.28) $ (0.40) $ 0.55 $ (0.84) Diluted - Cumulative effect of change in accounting principle ...... $ -- $ -- $ (0.28) $ -- --------- --------- --------- --------- Diluted - Net income (loss) ........................................ $ (0.28) $ (0.40) $ 0.27 $ (0.84) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic ............................................................. 21,070 20,554 21,070 20,554 Diluted ........................................................... 21,070 20,554 21,074 20,554 DIVIDENDS PER COMMON SHARE ............................................. $ -- $ 0.05 $ -- $ 0.15
See Notes to Consolidated Statements of Operations -----END PRIVACY-ENHANCED MESSAGE-----