UNITED
STATES
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): February 27,
2009
Century
Aluminum Company
(Exact
name of registrant as specified in its charter)
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Delaware
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0-27918
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13-3070826
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(State
or other jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2511
Garden Road
Building
A, Suite 200
Monterey,
California
(Address
of principal executive offices)
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93940
(Zip
Code)
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(831)
642-9300
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(Registrant's
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review.
On
February 27, 2009, Century Aluminum Company (the Company) determined that our
previously issued financial statements for the nine months ended September 30,
2008 included in our periodic report on Form 10-Q for that period should no
longer be relied upon as a result of an error in the interim consolidated
statement of cash flows. A restatement of these previously
issued financial statements is necessary as the Company has determined that
preferred stock issued in July 2008 was not presented on the consolidated
statement of cash flows in accordance with Statement of Financial Accounting
Standards No. 95 “Statement of Cash Flows”.
The
Company initially reported cash flows associated with the termination of forward
financial sales contracts by issuing $929 million of Series A Convertible
Preferred Stock on a net basis as an operating activity. Management
has concluded the transaction should have been presented on a gross presentation
basis as both an operating activity and a financing activity to reflect the cash
receipts and disbursements associated the transaction.
The
Company will correct its interim consolidated statement of cash flows for the
nine months ended September 30, 2008 when filing our Quarterly Report on
Form 10-Q for the period ending September 30, 2009.
The
restatement will have the following impact on the Company’s consolidated
statement of cash flows for the nine months ended September 30,
2008:
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As
Reported
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As
Adjusted
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Adjustment
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||||||||||
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CASH
FLOWS FROM OPERATING ACTIVITIES:
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||||||||||||
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Net
loss
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$ | (198,164 | ) | $ | (198,164 | ) | $ | — | ||||
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Adjustments
to reconcile net loss to net cash provided by (used in) operating
activities:
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||||||||||||
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Unrealized
net loss on forward contracts
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605,105 | 605,105 | — | |||||||||
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Depreciation
and amortization
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62,912 | 62,912 | — | |||||||||
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Deferred
income taxes
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(198,352 | ) | (198,352 | ) | — | |||||||
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Pension
and other postretirement benefits
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11,677 | 11,677 | — | |||||||||
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Stock-based
compensation
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12,034 | 12,034 | — | |||||||||
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Excess
tax benefits from share-based compensation
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(657 | ) | (657 | ) | — | |||||||
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Loss
on disposal of assets
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248 | 248 | — | |||||||||
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Undistributed
earnings of joint ventures
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(12,466 | ) | (12,466 | ) | — | |||||||
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Change
in operating assets and liabilities:
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— | |||||||||||
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Accounts
receivable - net
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(22,403 | ) | (22,403 | ) | — | |||||||
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Purchase
of short-term trading securities
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(97,532 | ) | (97,532 | ) | — | |||||||
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Sale
of short-term trading securities
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348,416 | 348,416 | — | |||||||||
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Due
from affiliates
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(9,771 | ) | (9,771 | ) | — | |||||||
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Inventories
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(36,119 | ) | (36,119 | ) | — | |||||||
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Prepaid
and other current assets
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(389 | ) | (389 | ) | — | |||||||
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Accounts
payable, trade
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15,266 | 15,266 | — | |||||||||
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Due
to affiliates
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(215,522 | ) | (1,145,002 | ) | (929,480 | ) | ||||||
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Accrued
and other current liabilities
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(28,523 | ) | (28,523 | ) | — | |||||||
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Other
- net
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(5,001 | ) | (5,001 | ) | — | |||||||
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Net
cash provided by (used in) operating activities
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230,759 | (698,721 | ) | (929,480 | ) | |||||||
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CASH
FLOWS FROM INVESTING ACTIVITIES:
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||||||||||||
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Purchase
of property, plant and equipment
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(26,738 | ) | (26,738 | ) | — | |||||||
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Nordural
expansion
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(53,397 | ) | (53,397 | ) | — | |||||||
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Investments
in and advances in joint ventures
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(36,973 | ) | (36,973 | ) | — | |||||||
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Proceeds
from sale of property, plant and equipment
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47 | 47 | — | |||||||||
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Restricted
and other cash deposits
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(9,710 | ) | (9,710 | ) | — | |||||||
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Net
cash used in investing activities
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(126,771 | ) | (126,771 | ) | — | |||||||
| — | ||||||||||||
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CASH
FLOWS FROM FINANCIING ACTIVITIES:
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— | |||||||||||
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Repayment
of long-term debt – related party
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(480,198 | ) | (480,198 | ) | — | |||||||
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Excess
tax benefits from share based compensation
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657 | 657 | — | |||||||||
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Issuance
of preferred stock
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— | 929,480 | 929,480 | |||||||||
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Issuance
of common stock - net of issuance costs
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443,646 | 443,646 | — | |||||||||
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Net
cash provided by (used in) financing activities
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(35,895 | ) | 893,585 | 929,480 | ||||||||
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NET
CHANGE IN CASH
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68,093 | 68,093 | — | |||||||||
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CASH,
BEGINNING OF PERIOD
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60,962 | 60,962 | — | |||||||||
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CASH,
END OF PERIOD
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$ | 129,055 | $ | 129,055 | $ | — | ||||||
Company
management has discussed the matters related to the restatement with the
Company’s independent registered public accounting firm, Deloitte and Touche,
LLP.
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.
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CENTURY
ALUMINUM COMPANY
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Date:
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March
2, 2009
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By:
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/s/
Michael A Bless
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Name:
Michael A Bless
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Title: Executive
Vice President and Chief Financial
Officer
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