XML 38 R8.htm IDEA: XBRL DOCUMENT v2.4.0.8
Acquisition of Sebree aluminum smelter
 6 Months Ended
Jun. 30, 2014
Business Combinations [Abstract]  
Acquisition of Sebree aluminum smelter
Acquisition of Sebree aluminum smelter
On June 1, 2013, our wholly owned subsidiary, Century Aluminum Sebree LLC ("Century Sebree"), acquired the Sebree aluminum smelter ("Sebree") from a subsidiary of Rio Tinto Alcan, Inc. ("RTA"). Sebree, located in Robards, Kentucky, has an annualized hot metal production capacity of 205,000 tonnes of primary aluminum and employs approximately 500 people. The purchase price for the acquisition was $61,000 (subject to customary working capital adjustments), of which we have paid approximately $48,000 as of June 30, 2014. As part of the transaction, RTA retained all historical environmental liabilities of the Sebree smelter and funded the pension plan assumed by Century in accordance with the purchase agreement.
Working Capital Adjustment    
In July 2014, subsequent to the end of the quarter, we reached the final determination of the working capital adjustments, resulting in a final purchase price for the acquisition of $49,035. See Note 18 Subsequent events for additional information.
Purchase Price Allocation
Allocating the purchase price to the acquired assets and liabilities involves management judgment. We allocated the purchase price to the assets acquired, liabilities assumed, and the gain on bargain purchase in accordance with ASC 805.
The allocation of the purchase price to the assets acquired and liabilities assumed is based on the estimated fair values at the date of acquisition. We have finalized the purchase price allocation for the assets acquired and liabilities assumed, the purchase price and gain on bargain purchase.
Based on the purchase price allocation, we recorded a gain on bargain purchase of $5,253 in 2013. The following table summarizes the fair value of the assets acquired and the liabilities assumed as of the acquisition date:
 
Acquisition Date Fair Value as of June 30, 2014
Consideration:
 
Cash
$
48,083

Deferred purchase price
1,910

Assets Acquired:
 
Inventories
59,018

Prepaid and other current assets
2,273

Property, plant and equipment – net
55,520

Total assets acquired
$
116,811

Liabilities Assumed:
 
Accrued and other current liabilities
$
43,316

Accrued pension benefit costs
996

Accrued post retirement benefit costs
6,544

Other liabilities
7,476

Deferred taxes
3,233

Total liabilities assumed
$
61,565

Gain on bargain purchase:
$
5,253


The following unaudited pro forma financial information for the three and six months ended June 30, 2013 reflects our results of continuing operations as if the acquisition of Sebree had been completed on January 1, 2013. This unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of what the actual results of operations would have been had the transactions taken place on January 1, 2013, nor is it indicative of the future consolidated results of operations or financial position of the combined companies.
 
Three months ended June 30,
Six months ended June 30,
 
2013
2013
Pro forma revenues
$
413,907

$
861,605

Pro forma loss from continuing operations
(36,253
)
(37,205
)
Loss per common share, basic
(0.41
)
(0.42
)
Loss per common share, diluted
(0.41
)
(0.42
)

Our net income for the six months ended June 30, 2014 includes a non-recurring credit for the amortization of the deferred power contract liability of $5,534 related to the amortization of an unfavorable power contract assumed as part of the Sebree acquisition resulting in a credit to our depreciation and amortization expense within cost of goods sold on the consolidated statement of operations for the first quarter of 2014. The power contract terminated on January 31, 2014.